For
the Year End
December
31, 2007
|
Commission
File Number
0-13646
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
13-3250533
(I.R.S.
Employer
Identification
Number)
|
Excess
inventories by retailers and manufacturers could cause a decline
in the
demand for our products.
|
Increases
in raw material costs could adversely impact our financial condition
and
operating results.
|
RV
PRODUCTS SEGMENT
|
|||||||||||||
City
|
State
|
Square Feet
|
Owned
|
Leased
|
|||||||||
Phoenix
(1)
|
Arizona
|
15,000
|
P
|
|
|||||||||
Fontana
|
California
|
|
108,800
|
P
|
|
||||||||
Rialto
(1)
|
California
|
56,430
|
P
|
|
|||||||||
Riverside
|
California
|
64,346
|
P
|
||||||||||
San
Bernardino
|
California
|
20,300
|
P
|
||||||||||
Fitzgerald
(1)
|
Georgia
|
15,800
|
P
|
|
|||||||||
Burley
|
Idaho
|
17,000
|
P
|
||||||||||
Bristol
|
Indiana
|
97,500
|
P
|
|
|||||||||
Elkhart
|
Indiana
|
100,000
|
P
|
|
|||||||||
Goshen
|
Indiana
|
41,500
|
P
|
|
|||||||||
Goshen
|
Indiana
|
53,500
|
P
|
|
|||||||||
Goshen
|
Indiana
|
87,800
|
P
|
|
|||||||||
Goshen
|
Indiana
|
93,000
|
P
|
|
|||||||||
Goshen
|
Indiana
|
171,000
|
P
|
|
|||||||||
Goshen
(1)
|
Indiana
|
|
69,900
|
P
|
|
||||||||
Goshen
(1)
|
Indiana
|
340,000
|
P
|
|
|||||||||
Middlebury
(1)
|
Indiana
|
78,525
|
P
|
|
|||||||||
McMinnville
(1)
|
Oregon
|
12,350
|
P
|
|
|||||||||
Pendleton
|
Oregon
|
56,800
|
P
|
|
|||||||||
Longview
(1)
|
Texas
|
29,450
|
P
|
|
|||||||||
Waxahachie(1)
|
Texas
|
40,000
|
P
|
|
|||||||||
Kaysville
|
Utah
|
75,000
|
P
|
||||||||||
|
1,644,001
|
|
MH
PRODUCTS SEGMENT
|
|||||||||||||
City
|
State
|
Square Feet
|
Owned
|
Leased
|
|||||||||
Double
Springs
|
Alabama
|
109,000
|
P
|
|
|||||||||
Phoenix
|
Arizona
|
61,000
|
P
|
|
|||||||||
Phoenix
(1)
|
Arizona
|
14,900
|
P
|
|
|||||||||
Rialto
(1)
|
California
|
6,270
|
P
|
|
|||||||||
Ocala
|
Florida
|
47,100
|
P
|
|
|||||||||
Cairo
|
Georgia
|
105,000
|
P
|
|
|||||||||
Fitzgerald
(1)
|
Georgia
|
|
63,200
|
P
|
|
||||||||
Nampa
|
Idaho
|
83,500
|
P
|
|
|||||||||
Goshen
|
Indiana
|
110,000
|
P
|
|
|||||||||
Goshen
(1)
|
Indiana
|
25,800
|
P
|
|
|||||||||
Goshen
(1)
|
Indiana
|
70,000
|
P
|
|
|||||||||
Middlebury
(1)
|
Indiana
|
|
43,700
|
P
|
|
||||||||
Arkansas
City
|
Kansas
|
7,800
|
P
|
||||||||||
Liberty
|
North
Carolina
|
47,000
|
P
|
||||||||||
McMinnville
(1)
|
Oregon
|
12,350
|
P
|
|
|||||||||
Denver
|
Pennsylvania
|
|
40,200
|
P
|
|||||||||
Dayton
|
Tennessee
|
|
100,000
|
P
|
|
||||||||
Longview
(1)
|
Texas
|
29,450
|
P
|
|
|||||||||
Mansfield
|
Texas
|
61,500
|
P
|
||||||||||
Waxahachie
(1)
|
Texas
|
160,000
|
P
|
|
|||||||||
|
1,197,770
|
|
ADMINISTRATIVE
|
|||||||||||||
City
|
State
|
Square Feet
|
Owned
|
Leased
|
|||||||||
White
Plains
|
New
York
|
3,400
|
P
|
||||||||||
Goshen
|
Indiana
|
15,500
|
P
|
|
|||||||||
Arlington
|
Texas
|
8,500
|
P
|
||||||||||
Lake
Havasu
|
Arizona
|
2,000
|
P
|
||||||||||
|
29,400
|
|
City
|
State
|
Square
Feet
|
|||||
Boaz
|
Alabama
|
86,600
|
|||||
Phoenix
*
|
Arizona
|
29,900
|
|||||
Hemet
|
California
|
60,000
|
|||||
Woodland
*
|
California
|
38,900
|
|||||
Elkhart
|
Indiana
|
42,000
|
|||||
Elkhart
|
Indiana
|
37,000
|
|||||
Howe
|
Indiana
|
60,000
|
|||||
Goshen
|
Indiana
|
4,874
|
|
||||
Campbellsville
|
Kentucky
|
26,900
|
|
||||
Elm
Mott
|
Texas
|
43,000
|
|||||
Middlebury
|
Indiana
|
12
acres of land
|
|||||
Arkansas
City
|
Kansas
|
5
acres of land
|
|||||
*Under
contract for sale.
|
Name
|
Position
|
Leigh
J. Abrams
(Age
65)
|
President,
Chief Executive Officer and Director of the Company since March
1984.
|
Edward
W. Rose, III
(Age
66)
|
Chairman
of the Board of Directors of the Company since March 1984.
|
David
L. Webster
(Age
72)
|
Director
of the Company and Chairman, President and CEO of Kinro, Inc. since
March
1984.
|
James
F. Gero
(Age
62)
|
Director
of the Company since May 1992.
|
Frederick
B. Hegi, Jr.
(Age
64)
|
Director
of the Company since May 2002.
|
David
A. Reed
(Age
60 )
|
Director
of the Company since May 2003.
|
John
B. Lowe, Jr.
(Age
68)
|
Director
of the Company since May 2005.
|
Jason
D. Lippert
(Age
35)
|
Director
of the Company since May 2007, President and Chief Executive Officer
of
Lippert Components, Inc. since February 5, 2003, and Chairman of
Lippert
Components, Inc. since January 1, 2007.
|
Fredric
M. Zinn
(Age
56)
|
Chief
Financial Officer of the Company since January 1986 and Executive
Vice
President of the Company since February 2001.
|
Scott.
T. Mereness
(Age
36)
|
Executive
Vice President and Chief Operating Officer of Lippert Components,
Inc.
since February 2003.
|
Domenic
D. Gattuso
(Age
67)
|
Executive
Vice President of Kinro, Inc. since February 2004 and Chief Financial
Officer of Kinro, Inc. since September 1985. Mr. Gattuso has announced
his
retirement effective March 31,
2008.
|
Years
Ended December 31,
|
||||||||||||||||
(In
thousands, except per share amounts)
|
2007
|
2006
|
2005
|
2004
|
2003
|
|||||||||||
Operating
Data:
|
||||||||||||||||
Net
sales
|
$
|
668,625
|
$
|
729,232
|
$
|
669,147
|
$
|
530,870
|
$
|
353,116
|
||||||
Operating
profit
|
$
|
65,959
|
$
|
55,295
|
$
|
57,729
|
$
|
43,996
|
$
|
34,277
|
||||||
Income
from continuing operations before income taxes
|
$
|
63,344
|
$
|
50,694
|
$
|
54,063
|
$
|
40,857
|
$
|
31,243
|
||||||
Provision
for income taxes
|
$
|
23,577
|
$
|
19,671
|
$
|
20,461
|
$
|
15,749
|
$
|
11,868
|
||||||
Income
from continuing operations
|
$
|
39,767
|
$
|
31,023
|
$
|
33,602
|
$
|
25,108
|
$
|
19,375
|
||||||
Discontinued
operations (net of taxes)
|
$
|
48
|
||||||||||||||
Net
income
|
$
|
39,767
|
$
|
31,023
|
$
|
33,602
|
$
|
25,108
|
$
|
19,423
|
||||||
Income
per common share:
|
||||||||||||||||
Income
from continuing operations:
|
||||||||||||||||
Basic
|
$
|
1.82
|
$
|
1.43
|
$
|
1.60
|
$
|
1.22
|
$
|
.96
|
||||||
Diluted
|
$
|
1.80
|
$
|
1.42
|
$
|
1.56
|
$
|
1.18
|
$
|
.94
|
||||||
Discontinued
operations:
|
||||||||||||||||
Basic
|
||||||||||||||||
Diluted
|
||||||||||||||||
Net
income:
|
||||||||||||||||
Basic
|
$
|
1.82
|
$
|
1.43
|
$
|
1.60
|
$
|
1.22
|
$
|
.96
|
||||||
Diluted
|
$
|
1.80
|
$
|
1.42
|
$
|
1.56
|
$
|
1.18
|
$
|
.94
|
||||||
Financial
Data:
|
||||||||||||||||
Working
capital
|
$
|
89,861
|
$
|
61,979
|
$
|
76,146
|
$
|
57,204
|
$
|
29,700
|
||||||
Total
assets
|
$
|
345,737
|
$
|
311,276
|
$
|
307,428
|
$
|
238,053
|
$
|
160,104
|
||||||
Long-term
obligations
|
$
|
23,128
|
$
|
47,327
|
$
|
64,768
|
$
|
61,806
|
$
|
27,737
|
||||||
Stockholders’
equity
|
$
|
251,536
|
$
|
204,888
|
$
|
167,709
|
$
|
122,044
|
$
|
93,653
|
2007
|
|
2006
|
|
2005
|
||||||
Net
sales:
|
||||||||||
RV
Segment
|
$
|
491,830
|
$
|
508,824
|
$
|
447,662
|
||||
MH
Segment
|
176,795
|
220,408
|
221,485
|
|||||||
Total
|
$
|
668,625
|
$
|
729,232
|
$
|
669,147
|
||||
Operating
profit:
|
||||||||||
RV
Segment
|
$
|
63,132
|
$
|
43,623
|
$
|
43,333
|
||||
MH
Segment
|
15,061
|
20,131
|
23,506
|
|||||||
Amortization
of intangibles
|
(4,178
|
)
|
(2,546
|
)
|
(1,427
|
)
|
||||
Corporate
|
(7,583
|
)
|
(7,094
|
)
|
(6,685
|
)
|
||||
Other
items
|
(473
|
)
|
1,181
|
(998
|
)
|
|||||
Total
|
$
|
65,959
|
$
|
55,295
|
$
|
57,729
|
2006
|
|
2005
|
|||||
RV
Segment operating profit
|
$
|
(227
|
)
|
$
|
189
|
||
MH
Segment operating profit
|
(906
|
)
|
940
|
||||
Corporate
|
590
|
-
|
|||||
Other
items
|
543
|
(1,129
|
)
|
||||
Total
|
$
|
-
|
$
|
-
|
2007
|
|
2006
|
|
2005
|
||||||
Net
sales:
|
||||||||||
RV
Segment
|
74
|
%
|
70
|
%
|
67
|
%
|
||||
MH
Segment
|
26
|
%
|
30
|
%
|
33
|
%
|
||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
||||
Operating
profit:
|
||||||||||
RV
Segment
|
96
|
%
|
79
|
%
|
75
|
%
|
||||
MH
Segment
|
23
|
%
|
37
|
%
|
41
|
%
|
||||
Amortization
of intangibles
|
(6
|
)%
|
(5
|
)%
|
(2
|
)%
|
||||
Corporate
|
(12
|
)%
|
(13
|
)%
|
(12
|
)%
|
||||
Other
items
|
(1
|
)%
|
2
|
%
|
(2
|
)%
|
||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
2007
|
|
2006
|
|
2005
|
||||||
RV
Segment
|
12.8
|
%
|
8.6
|
%
|
9.7
|
%
|
||||
MH
Segment
|
8.5
|
%
|
9.1
|
%
|
10.6
|
%
|
§
|
Net
sales for 2007 decreased $61 million (8 percent) from 2006. The decrease
in net sales was due to an organic sales decline of about $106 million
(15
percent) resulting from declines in both the RV and manufactured
housing
industries, partially offset by sales of $18 million resulting from
acquisitions, and sales price increases of approximately $28
million,
primarily to offset material cost increases.
The organic sales decline is attributed primarily to a 10 percent
decline
in industry wholesale shipments of travel trailers and fifth wheel
RVs in
2007, as well as an 18 percent decline in industry wholesale shipments
of
manufactured homes.
|
§
|
Despite
the sales decline, net income for 2007 increased 28 percent from
2006 for
the following reasons:
|
· |
In
response to the slowdowns in both the RV and manufactured housing
industries, over the past 18 months the Company closed 18 facilities
and
consolidated those operations into other existing facilities, and
reduced
fixed overhead where prudent, including reducing staff levels by
more than
120 salaried employees. These facility consolidations and fixed overhead
reductions increased operating profit in 2007 by approximately $6.1
million ($3.8 million after taxes), and are expected to improve operating
profit by more than $3 million in
2008.
|
· |
Improved
production and procurement
efficiencies.
|
· |
Increased
profit margins on certain of the Company’s newer product lines,
particularly in the axle product line, which had been
underperforming.
|
· |
2006
operating profit was reduced by $3.2 million ($2.0 million after
taxes)
due to losses at the Indiana specialty trailer operation which was
closed
in September 2006.
|
· |
Lower
workers compensation costs which improved operating profit by
approximately $2.2 million ($1.4 million after
taxes).
|
· |
The
impact of 3 acquisitions completed in 2007 and the incremental impact
of 2
acquisitions completed in 2006.
|
· |
A
reduction in interest expense of $2.0 million ($1.2 million after
taxes)
due primarily to a decrease in average debt
levels.
|
· |
The
negative impact on 2007 of spreading fixed manufacturing and
administrative costs over a smaller sales
base.
|
· |
An
increase in amortization expense of $1.6 million ($1.0 million after
taxes) due to acquisitions.
|
§
|
On
July 6, 2007, Lippert acquired certain assets, liabilities and the
business of Extreme Engineering, Inc. (“Extreme Engineering”), a
manufacturer of specialty trailers for high-end boats, along with
its
affiliate, Pivit Hitch, Inc. (“Pivit Hitch”). Extreme Engineering and
Pivit Hitch had combined annual sales of $12 million prior to the
acquisition. The purchase price for the two companies was $10.8 million,
including transaction costs, which was financed from available cash.
Extreme Engineering's Extreme Custom Trailers®
are built according to customer specifications, and are sold through
dealers and manufacturers of ski boats and high performance boats
throughout the United States. Lippert has continued production at
Extreme
Engineering's existing leased facility in Riverside, California.
Lippert
has also transferred certain of its existing specialty trailer
manufacturing operations to Extreme Engineering's facility in connection
with the consolidation of certain existing West Coast factories.
|
§
|
On
May 21, 2007, Lippert acquired certain assets and the business of
Coach
Step, a manufacturer of patented electric steps for motorhomes. Coach
Step
had annual sales of $2 million prior to the acquisition. The purchase
price was $3.0 million, which was financed from available cash. The
Company integrated Coach Step’s business into existing Lippert
facilities.
|
§
|
On
January 2, 2007, Lippert acquired Trailair, Inc. (“Trailair”) and certain
assets and the business of Equa-Flex, Inc. (“Equa-Flex”), two affiliated
companies, which manufacture several patented products, including
innovative suspension systems used primarily for towable RVs. Trailair
and
Equa-Flex had combined annual sales of $3 million prior to the
acquisition. The minimum aggregate purchase price was $5.7 million,
of
which $3.5 million was paid at closing and the balance will be paid
annually over the five years subsequent to the acquisition. The aggregate
purchase price could increase to a maximum of $8.3 million if certain
sales targets for these products are achieved by Lippert over the
five
years subsequent to the acquisition. The acquisition was financed
with
borrowings under the Company’s line of credit. The Company has integrated
Trailair and Equa-Flex’s business into existing Lippert
facilities.
|
§
|
During
the last few years, the Company introduced several products for the
RV and
specialty trailer markets, including products for the motorhome market.
These products include slide-out mechanisms and leveling devices
for
motorhomes, axles for towable RVs and specialty trailers, entry steps,
and
suspension systems for towable RVs, and bed lifts, ramp doors,
thermoformed bath and kitchen products, and exterior panels for both
towable RVs and motorhomes. The Company estimates that the market
potential for these products is over $700 million. In the fourth
quarter
of 2007, the Company’s sales of these products were running at an
annualized rate of approximately $120 million, as compared to an
annualized rate of approximately $100 million in the fourth quarter
of
2006, an increase of approximately 20 percent, despite the 10 percent
decline in industry-wide shipments of
RVs.
|
· |
An
organic sales decline of approximately $24 million, or 5 percent,
of RV
related products. The 5 percent organic sales decline in the Company’s RV
related products was lower than the 8 percent decrease in industry-wide
wholesale shipments of travel trailers and fifth wheel RVs (excluding
an
estimated 9,000 units purchased by dealers in early 2006 related
to the
2005 Gulf Coast hurricanes), primarily because the Company introduced
new
products and gained market share.
|
· |
A
decline of approximately $17 million in sales related to the 2005
Gulf
Coast hurricanes compared to 2006. Subsequent to March 2006, there
was no
significant hurricane-related
business.
|
· |
A
decline of approximately $10 million in sales of specialty trailers
primarily due to the September 2006 closure of the Indiana specialty
trailer operation and a decline in the West Coast marine
industry.
|
· |
Sales
resulting from 2007 and 2006 acquisitions aggregating approximately
$18
million.
|
· |
Sales
price increases of approximately $16 million, primarily to offset
material
cost increases.
|
2007
|
|
2006
|
|
Percent Change
|
||||||
Content
per Travel Trailer and Fifth Wheel RVs
|
$
|
1,739
|
$
|
1,579
|
10
|
%
|
||||
Content
per Motorhomes
|
$
|
243
|
$
|
209
|
16
|
%
|
||||
Content
per all RVs
|
$
|
1,326
|
$
|
1,212
|
9
|
%
|
|
2007
|
|
2006
|
|
Percent Change
|
|||||
Travel
Trailer and Fifth Wheel RVs
|
261,700
|
292,400
|
(10
|
)%
|
||||||
Motorhomes
|
55,400
|
55,900
|
(1
|
)%
|
||||||
All
RVs
|
353,400
|
390,500
|
(10
|
)%
|
· |
Implementation
of cost-cutting measures.
|
· |
Improved
production efficiencies and global
sourcing.
|
· |
Increased
profit margins on certain of the Company’s newer product lines,
particularly in the axle product line, which had been
underperforming.
|
· |
The
elimination of $3.3 million in segment operating losses incurred
in the
Company’s Indiana specialty trailer operation in 2006. This operation was
closed in September 2006.
|
· |
Lower
workers compensation costs.
|
· |
A
decrease in selling, general and administrative expenses to 11.3
percent
of net sales in 2007 from 11.7 percent of net sales in 2006, largely
due
to cost cutting measures implemented and lower delivery
costs.
|
· |
The
negative impact on 2007 of spreading fixed manufacturing and
administrative costs over a smaller sales
base.
|
· |
Higher
warranty costs, based on claims experience, an industry-wide
increase in the number of months between production and the retail
sale of
RVs,
and an increase in the portion of the Company’s products that are more
complex.
|
2007
|
|
2006
|
|
Percent Change
|
||||||
Content
per Home Produced
|
$
|
1,754
|
$
|
1,784
|
(2
|
)%
|
||||
Content
per Floor Produced
|
$
|
1,026
|
$
|
1,014
|
1
|
%
|
2007
|
|
2006
|
|
Percent Change
|
||||||
Total
Homes Produced
|
95,800
|
117,400
|
(18
|
)%
|
||||||
Total
Floors Produced
|
163,700
|
206,600
|
(21
|
)%
|
· |
The
spreading of fixed manufacturing costs over a smaller sales
base.
|
· |
An
increase in selling, general and administrative expenses to 14.6
percent
of net sales in 2007 from 14.0 percent of net sales in 2006 partly
due to
higher delivery costs as a percent of net sales and the spreading
of fixed
costs over a smaller sales base.
|
· |
Implementation
of cost-cutting measures.
|
· |
Improved
production and procurement
efficiencies.
|
§
|
Net
sales for 2006 increased $60 million (9 percent) from 2005. The increase
in net sales in 2006 included sales price increases of approximately
$31
million and sales of about $19 million resulting from acquisitions.
The
balance of the sales growth was generated by sales of newly introduced
products and market share gains, partially offset by the decrease
in sales
related to the 2005 Gulf Coast hurricanes of approximately $20 million
and
the weakness in both the RV and manufactured housing industries in
the
latter part of 2006.
|
§
|
Net
income for 2006 decreased 8 percent from 2005. Net income declined
for
several reasons, including:
|
· |
The
negative impact due to the decline in wholesale shipments in the
RV
industry during the latter part of 2006 more than offset the positive
impact of the increase in wholesale shipments in the RV industry
during
the first half of 2006.
|
· |
Declines
in wholesale shipments in the manufactured housing industry during
2006.
|
· |
The
year-over-year decrease in sales of components for emergency housing
resulting from the 2005 Gulf Coast
hurricanes.
|
· |
Increased
losses related to the specialty trailer operation in Indiana, which
was
closed during the third quarter of
2006.
|
· |
Lower
margins on some of the Company’s newer products, largely due to
competitive pressures. Sales of these newer products increased
significantly in 2006.
|
· |
An
increase in stock-based compensation
expense.
|
· |
The
favorable impact in 2006 of spreading fixed costs over a larger sales
base.
|
· |
Accretive
results from Happijac, acquired in June 2006, which supplies bed
lifts to
the toy hauler RV market, net of the related increase in interest
and
amortization expenses.
|
· |
The
new window factory in Arizona, opened in 2005, achieved an operating
profit in 2006, compared to a start-up loss in 2005.
|
· |
The
negative impact on 2005 results of charges of $0.9 million ($0.5
million
after taxes and the direct impact on incentive compensation) related
to
legal proceedings.
|
§
|
In
response to the slowdowns in both the RV and MH industries in the
latter
part of 2006, the Company reduced its hourly workforce to match
current
production levels, closed several facilities and consolidated these
operations into other existing facilities, and reduced fixed overhead
where prudent, including reducing staff levels by more than 50
salaried
employees.
|
§
|
On
June 12, 2006, Lippert acquired certain assets and the business of
Happijac Company (“Happijac”), a supplier of patented bed lift systems for
recreational vehicles. Happijac, which also manufactures other RV
products
such as slide-out systems, tie-down systems and camper jacks, had
annualized sales of approximately $15 million prior to the acquisition.
The purchase price of $30.3 million was financed through the issuance
of
$15.0 million of variable interest rate seven year Senior Promissory
Notes, $14.6 million of borrowings under the Company’s line of credit, and
the assumption of $0.7 million of equipment
loans.
|
§
|
On
March 10, 2006, the Company acquired certain assets and the business
of
SteelCo., Inc. (“Steelco”), which manufactures chassis and components for
RVs and manufactured housing. Steelco had annual sales for the year
ended
November 30, 2005 of approximately $8 million. The purchase price
was $4.2
million which was funded with borrowings under the Company’s line of
credit. The Company has integrated SteelCo’s business into Lippert’s
existing facilities in California. In connection with the transaction,
Lippert and SteelCo terminated litigation pending between
them.
|
2006
|
|
2005
|
|
Percent Change
|
||||||
Content
per Travel Trailer and Fifth Wheel RVs
|
$
|
1,579
|
$
|
1,391
|
14
|
%
|
||||
Content
per Motorhomes
|
$
|
209
|
$
|
188
|
11
|
%
|
||||
Content
per all RVs
|
$
|
1,212
|
$
|
1,048
|
16
|
%
|
2006
|
|
2005
|
|
Percent Change
|
||||||
Travel
Trailer and Fifth Wheel RVs
|
292,400
|
281,400
|
4
|
%
|
||||||
Motorhomes
|
55,900
|
61,400
|
(9
|
)%
|
||||||
All
RVs
|
390,500
|
384,400
|
2
|
%
|
||||||
ELUs
|
31,400
|
38,900
|
(19
|
)%
|
2006
|
|
2005
|
|
Percent Change
|
||||||
Content
per Homes Produced
|
$
|
1,784
|
$
|
1,507
|
18
|
%
|
||||
Content
per Floors Produced
|
$
|
1,014
|
$
|
897
|
13
|
%
|
2006
|
|
2005
|
|
Percent Change
|
||||||
Total
Homes Produced
|
117,400
|
147,000
|
(20
|
)%
|
||||||
Total
Floors Produced
|
206,600
|
246,900
|
(16
|
)%
|
2007
|
|
2006
|
|
2005
|
||||||
Net
cash flows provided by operating activities
|
$
|
84,910
|
$
|
67,021
|
$
|
32,253
|
||||
Net
cash flows used for investing activities
|
$
|
(11,641
|
)
|
$
|
(51,925
|
)
|
$
|
(41,441
|
)
|
|
Net
cash flows (used for) provided by financing
activities
|
$
|
(23,841
|
)
|
$
|
(13,396
|
)
|
$
|
11,849
|
Payments
due by period
|
||||||||||||||||
|
Less than
|
More than
|
||||||||||||||
Total
|
1
year
|
1-3
years
|
3-5
years
|
5
years
|
||||||||||||
Total
indebtedness
|
$
|
27,262
|
$
|
8,881
|
$
|
16,616
|
$
|
570
|
$
|
1,195
|
||||||
Interest
on fixed rate indebtedness (a)
|
2,136
|
1,123
|
841
|
108
|
64
|
|||||||||||
Interest
on variable rate indebtedness (b)
|
293
|
70
|
92
|
66
|
65
|
|||||||||||
Operating
leases
|
17,443
|
4,719
|
7,521
|
4,207
|
996
|
|||||||||||
Capital
leases
|
195
|
131
|
64
|
-
|
-
|
|||||||||||
Employment
contracts (c)
|
7,159
|
2,895
|
3,845
|
419
|
-
|
|||||||||||
Royalty
agreements (d)
|
2,876
|
878
|
972
|
1,026
|
-
|
|||||||||||
Purchase
obligations (e)
|
67,627
|
59,578
|
4,616
|
731
|
2,702
|
|||||||||||
Total
|
$
|
124,991
|
$
|
78,275
|
$
|
34,567
|
$
|
7,127
|
$
|
5,022
|
(a) |
The
Company has used the contractual payment dates and fixed interest
rates,
including the portion of the $8.0 million of borrowings under the
line of
credit pursuant to the Credit Agreement which has been effectively
converted to fixed rate indebtedness through an interest rate swap,
to
determine the estimated future interest payments on fixed rate
indebtedness.
|
(b) |
The
Company has used the contractual payment dates and the variable interest
rates in effect as of December 31, 2007, to determine the estimated
future
interest payments for variable rate indebtedness. Variable rate
indebtedness excludes the indebtedness noted in footnote (a) which
has
been effectively converted to fixed rate
indebtedness.
|
(c) |
These
amounts do not include $1.0 million in deferred compensation, as
the
timing of paying the deferred compensation has not yet been
determined.
|
(d) |
In
addition to the minimum commitments shown here, a license agreement
provides for the Company to pay commencing January 1, 2007 a royalty
of 1
percent of sales of certain slide-out systems for the right to use
certain
patents related to slide-out systems through the expiration of the
patents. Pursuant to this license agreement, royalties for the remaining
period through the expiration of the patents will not exceed an aggregate
of $4.6 million.
|
(e) |
These
contractual obligations are primarily comprised of purchase orders
issued
in the normal course of business. Also included are several longer
term
purchase commitments, for which the Company has estimated the expected
future obligation based on current prices and
usage.
|
Year
Ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Net
sales
|
$
|
668,625
|
$
|
729,232
|
$
|
669,147
|
||||
Cost
of sales
|
510,200
|
575,156
|
519,000
|
|||||||
Gross
profit
|
158,425
|
154,076
|
150,147
|
|||||||
Selling,
general and administrative expenses
|
93,173
|
99,419
|
92,549
|
|||||||
Other
income
|
707
|
638
|
131
|
|||||||
Operating
profit
|
65,959
|
55,295
|
57,729
|
|||||||
Interest
expense, net
|
2,615
|
4,601
|
3,666
|
|||||||
Income
before income taxes
|
63,344
|
50,694
|
54,063
|
|||||||
Provision
for income taxes
|
23,577
|
19,671
|
20,461
|
|||||||
Net
income
|
$
|
39,767
|
$
|
31,023
|
$
|
33,602
|
||||
Net
income per common share:
|
||||||||||
Basic
|
$
|
1.82
|
$
|
1.43
|
$
|
1.60
|
||||
Diluted
|
$
|
1.80
|
$
|
1.42
|
$
|
1.56
|
December
31,
|
|||||||
2007
|
2006
|
||||||
ASSETS
|
|||||||
Current
assets
|
|||||||
Cash
and cash equivalents
|
$
|
56,213
|
$
|
6,785
|
|||
Accounts
receivable, trade, less allowances of $1,160 in 2007 and $1,501
in
2006
|
15,740
|
17,828
|
|||||
Inventories
|
76,279
|
83,076
|
|||||
Prepaid
expenses and other current assets
|
12,702
|
13,351
|
|||||
Total
current assets
|
160,934
|
121,040
|
|||||
Fixed
assets, net
|
100,616
|
124,558
|
|||||
Goodwill
|
39,547
|
34,344
|
|||||
Other
intangible assets
|
32,578
|
24,801
|
|||||
Other
assets
|
12,062
|
6,533
|
|||||
Total
assets
|
$
|
345,737
|
$
|
311,276
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
liabilities
|
|||||||
Notes
payable, including current maturities of long-term
indebtedness
|
$
|
8,881
|
$
|
9,714
|
|||
Accounts
payable, trade
|
17,524
|
12,027
|
|||||
Accrued
expenses and other current liabilities
|
44,668
|
37,320
|
|||||
Total
current liabilities
|
71,073
|
59,061
|
|||||
Long-term
indebtedness
|
18,381
|
45,966
|
|||||
Other
long-term liabilities
|
4,747
|
1,361
|
|||||
Total
liabilities
|
$
|
94,201
|
$
|
106,388
|
|||
Stockholders'
equity
|
|||||||
Common
stock, par value $.01 per share: authorized 30,000,000 shares;
issued
24,082,974 shares in 2007 and 23,833,045 shares in
2006
|
$
|
241
|
$
|
238
|
|||
Paid-in
capital
|
60,919
|
53,973
|
|||||
Retained
earnings
|
209,805
|
170,038
|
|||||
Accumulated
other comprehensive income
|
38
|
106
|
|||||
|
271,003
|
224,355
|
|||||
Treasury
stock, at cost - 2,149,325 shares in 2007 and 2006
|
(19,467
|
)
|
(19,467
|
)
|
|||
251,536
|
204,888
|
||||||
Total
liabilities and stockholders' equity
|
$
|
345,737
|
$
|
311,276
|
Year Ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Cash
flows from operating activities:
|
||||||||||
Net
income
|
$
|
39,767
|
$
|
31,023
|
$
|
33,602
|
||||
Adjustments
to reconcile net income to cash flows provided by operating
activities:
|
||||||||||
Depreciation
and amortization
|
17,557
|
15,669
|
11,945
|
|||||||
Deferred
taxes
|
(1,488
|
)
|
653
|
(215
|
)
|
|||||
Gain
on disposal of fixed assets
|
(351
|
)
|
(913
|
)
|
(43
|
)
|
||||
Stock-based
compensation expense
|
2,489
|
2,981
|
1,492
|
|||||||
Changes
in assets and liabilities, net of business acquisitions:
|
||||||||||
Accounts
receivable, net
|
3,061
|
17,272
|
(7,484
|
)
|
||||||
Inventories
|
8,994
|
20,219
|
(27,357
|
)
|
||||||
Prepaid
expenses and other assets
|
1,478
|
(2,213
|
)
|
653
|
||||||
Accounts
payable, accrued expenses and other liabilities
|
13,403
|
(17,670
|
)
|
19,660
|
||||||
Net
cash flows provided by operating activities
|
84,910
|
67,021
|
32,253
|
|||||||
Cash
flows from investing activities:
|
||||||||||
Capital
expenditures
|
(8,770
|
)
|
(22,250
|
)
|
(26,092
|
)
|
||||
Acquisition
of businesses
|
(17,299
|
)
|
(33,695
|
)
|
(17,880
|
)
|
||||
Proceeds
from sales of fixed assets
|
14,492
|
4,032
|
2,663
|
|||||||
Other
investments
|
(64
|
)
|
(12
|
)
|
(132
|
)
|
||||
Net
cash flows used for investing activities
|
(11,641
|
)
|
(51,925
|
)
|
(41,441
|
)
|
||||
Cash
flows from financing activities:
|
||||||||||
Proceeds
from line of credit and other borrowings
|
23,800
|
182,670
|
199,275
|
|||||||
Repayments
under line of credit and other borrowings
|
(52,218
|
)
|
(200,955
|
)
|
(197,466
|
)
|
||||
Exercise
of stock options
|
4,577
|
3,339
|
10,360
|
|||||||
Other
|
-
|
1,550
|
(320
|
)
|
||||||
Net
cash flows (used for) provided by financing
activities
|
(23,841
|
)
|
(13,396
|
)
|
11,849
|
|||||
Net
increase in cash
|
49,428
|
1,700
|
2,661
|
|||||||
Cash
and cash equivalents at beginning of year
|
6,785
|
5,085
|
2,424
|
|||||||
Cash
and cash equivalents at end of year
|
$
|
56,213
|
$
|
6,785
|
$
|
5,085
|
||||
Supplemental
disclosure of cash flow information:
|
||||||||||
Cash
paid during the year for:
|
||||||||||
Interest
on debt
|
$
|
3,426
|
$
|
4,555
|
$
|
3,713
|
||||
Income
taxes, net of refunds
|
$
|
16,881
|
$
|
18,619
|
$
|
14,607
|
Common
Stock
|
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income
|
Treasury
Stock
|
Total
Stockholders’
Equity
|
||||||||||||||
Balance
- December 31, 2004
|
$
|
228
|
$
|
35,811
|
$
|
105,413
|
$
|
59
|
$
|
(19,467
|
)
|
$
|
122,044
|
||||||
Net
income
|
33,602
|
33,602
|
|||||||||||||||||
Unrealized
gain on interest rate swap, net of taxes
|
211
|
211
|
|||||||||||||||||
Comprehensive
income
|
33,813
|
||||||||||||||||||
Issuance
of 847,020 shares of common stock pursuant to stock options
exercised
|
8
|
4,990
|
4,998
|
||||||||||||||||
Income
tax benefit relating to issuance of common stock pursuant to stock
options
exercised
|
5,362
|
5,362
|
|||||||||||||||||
Stock-based
compensation expense
|
1,492
|
1,492
|
|||||||||||||||||
Balance
- December 31, 2005
|
236
|
47,655
|
139,015
|
270
|
(19,467
|
)
|
167,709
|
||||||||||||
Net
income
|
|
|
31,023
|
31,023
|
|||||||||||||||
Unrealized
loss on interest rate swaps, net of taxes
|
(164
|
)
|
(164
|
)
|
|||||||||||||||
Comprehensive
income
|
30,859
|
||||||||||||||||||
Issuance
of 199,940 shares of common stock pursuant to stock options and deferred
stock units exercised
|
2
|
1,769
|
1,771
|
||||||||||||||||
Income
tax benefit relating to issuance of common stock pursuant to stock
options
exercised
|
1,568
|
1,568
|
|||||||||||||||||
Stock-based
compensation expense
|
2,981
|
2,981
|
|||||||||||||||||
Balance
- December 31, 2006
|
238
|
53,973
|
170,038
|
106
|
(19,467
|
)
|
204,888
|
||||||||||||
Net
income
|
39,767
|
39,767
|
|||||||||||||||||
Unrealized
loss on interest rate swaps, net of taxes
|
(68
|
)
|
(68
|
)
|
|||||||||||||||
Comprehensive
income
|
39,699
|
||||||||||||||||||
Issuance
of 249,929 shares of common stock pursuant to stock options and deferred
stock units exercised
|
3
|
2,510
|
2,513
|
||||||||||||||||
Income
tax benefit relating to issuance of common stock pursuant to stock
options
exercised
|
1,947
|
1,947
|
|||||||||||||||||
Stock-based
compensation expense
|
2,489
|
2,489
|
|||||||||||||||||
Balance
- December 31, 2007
|
$
|
241
|
$
|
60,919
|
$
|
209,805
|
$
|
38
|
$
|
(19,467
|
)
|
$
|
251,536
|
2007
|
2006
|
2005
|
||||||||
Balance
at beginning of period
|
$
|
1,081
|
$
|
1,313
|
$
|
958
|
||||
Provision
for doubtful accounts
|
(163
|
)
|
273
|
897
|
||||||
Balance
at the date of acquisition of acquired companies
|
85
|
69
|
-
|
|||||||
Accounts
written off, net of recoveries
|
(200
|
)
|
(574
|
)
|
(542
|
)
|
||||
Balance
at end of period
|
$
|
803
|
$
|
1,081
|
$
|
1,313
|
2007
|
2006
|
2005
|
||||||||
Risk-free
interest rate
|
3.83%
|
|
4.57%
|
|
4.50%
|
|
||||
Expected
volatility
|
33.8%
|
|
33.1%
|
|
32.1%
|
|
||||
Expected
life
|
5.0
years
|
5.7
years
|
4.8
years
|
|||||||
Contractual
life
|
6.0
years
|
6.0
years
|
6.0
years
|
|||||||
Dividend
yield
|
N/A
|
N/A
|
N/A
|
|||||||
Fair
value of stock options granted
|
$
|
11.68
|
$
|
10.58
|
$
|
10.05
|
2006
|
2005
|
||||||
RV
Segment operating profit
|
$
|
(227
|
)
|
$
|
189
|
||
MH
Segment operating profit
|
(906
|
)
|
940
|
||||
Corporate
|
590
|
-
|
|||||
Other
items
|
543
|
(1,129
|
)
|
||||
Total
|
$
|
-
|
$
|
-
|
Segments
|
Corporate
|
Intangible
|
|||||||||||||||||
RV
|
MH
|
Total
|
and Other
|
Assets
|
Total
|
||||||||||||||
Year
ended December 31, 2007
|
|||||||||||||||||||
Revenues
from external customers(a)
|
$
|
491,830
|
$
|
176,795
|
$
|
668,625
|
$
|
-
|
$
|
-
|
$
|
668,625
|
|||||||
Operating
profit (loss)(b)(e)
|
63,132
|
15,061
|
78,193
|
(8,056
|
)
|
(4,178
|
)
|
65,959
|
|||||||||||
Total
assets(c)
|
140,531
|
51,969
|
192,500
|
80,803
|
72,434
|
345,737
|
|||||||||||||
Expenditures
for long-lived assets(d)
|
8,080
|
1,002
|
9,082
|
119
|
-
|
9,201
|
|||||||||||||
Depreciation
and amortization
|
9,017
|
4,346
|
13,363
|
16
|
4,178
|
17,557
|
|||||||||||||
Year
ended December 31, 2006
|
|||||||||||||||||||
Revenues
from external customers(a)
|
$
|
508,824
|
$
|
220,408
|
$
|
729,232
|
$
|
-
|
$
|
-
|
$
|
729,232
|
|||||||
Operating
profit (loss)(b)(e)
|
43,623
|
20,131
|
63,754
|
(5,913
|
)
|
(2,546
|
)
|
55,295
|
|||||||||||
Total
assets(c)
|
149,961
|
75,468
|
225,429
|
26,091
|
59,756
|
311,276
|
|||||||||||||
Expenditures
for long-lived assets(d)
|
17,009
|
6,598
|
23,607
|
4
|
-
|
23,611
|
|||||||||||||
Depreciation
and amortization
|
7,816
|
5,290
|
13,106
|
17
|
2,546
|
15,669
|
|||||||||||||
Year
ended December 31, 2005
|
|||||||||||||||||||
Revenues
from external customers(a)
|
$
|
447,662
|
$
|
221,485
|
$
|
669,147
|
$
|
-
|
$
|
-
|
$
|
669,147
|
|||||||
Operating
profit (loss)(b)(e)
|
43,333
|
23,506
|
66,839
|
(7,683
|
)
|
(1,427
|
)
|
57,729
|
|||||||||||
Total
assets(c)
|
162,546
|
88,436
|
250,982
|
22,881
|
33,565
|
307,428
|
|||||||||||||
Expenditures
for long-lived assets(d)
|
17,542
|
13,914
|
31,456
|
39
|
-
|
31,495
|
|||||||||||||
Depreciation
and amortization
|
6,429
|
4,062
|
10,491
|
27
|
1,427
|
11,945
|
a)
|
Thor
Industries, Inc., a customer of the RV Segment, accounted for 23
percent,
23 percent and 21 percent of the Company’s consolidated net sales in the
years ended December 31, 2007, 2006, and 2005, respectively. Berkshire
Hathaway Inc. (through its subsidiaries Forest River, Inc. and Clayton
Homes, Inc.), a customer of both segments, accounted for 20 percent,
19
percent and 20 percent of the Company’s consolidated net sales in the
years ended December 31, 2007, 2006 and 2005, respectively. No other
customers accounted for more than 10 percent of consolidated net
sales in
the years ended December 31, 2007, 2006 and
2005.
|
b)
|
Certain
general and administrative expenses of Kinro and Lippert are allocated
between the segments based upon sales or operating profit, depending
upon
the nature of the expense.
|
c)
|
Segment
assets include accounts receivable, inventories and fixed assets.
Corporate and other assets include cash and cash equivalents, prepaid
expenses and other current assets, deferred taxes and other assets,
excluding intangible assets. Intangibles include goodwill, other
intangible assets and deferred charges which are not considered in
the
measurement of each segment’s
performance.
|
d)
|
Segment
expenditures for long-lived assets include capital expenditures and
fixed
assets purchased as part of the acquisition of companies and businesses.
The Company purchased $0.4 million, $1.4 million and $5.4 million
of fixed
assets as part of the acquisitions of businesses in 2007, 2006 and
2005,
respectively. Expenditures for other long-lived assets, goodwill
and other
intangible assets are not included in the segment since they are
not
considered in the measurement of each segment’s
performance.
|
e)
|
The
operating profit for the Corporate and Other column is comprised
of
Corporate expenses of $7.6 million, $7.1 million and $6.7 million
for
2007, 2006 and 2005, respectively, and Other items of $0.5 million,
$(1.2)
million, and $1.0 million for 2007, 2006, and 2005,
respectively.
|
2007
|
2006
|
2005
|
||||||||
Recreational
Vehicles:
|
||||||||||
Chassis
and chassis parts
|
$
|
205,381
|
$
|
216,391
|
$
|
194,113
|
||||
Slide-out
mechanisms
|
110,494
|
104,777
|
89,661
|
|||||||
Windows,
doors and screens
|
107,693
|
117,985
|
112,269
|
|||||||
Axles
|
42,025
|
39,153
|
9,974
|
|||||||
Specialty
trailers
|
20,749
|
24,983
|
33,064
|
|||||||
Other
|
5,488
|
5,535
|
8,581
|
|||||||
491,830
|
508,824
|
447,662
|
||||||||
Manufactured
Housing:
|
||||||||||
Windows,
doors and screens
|
72,580
|
88,827
|
93,563
|
|||||||
Chassis
and chassis parts
|
70,428
|
87,221
|
83,013
|
|||||||
Shower
and bath units
|
19,921
|
19,792
|
19,425
|
|||||||
Axles
and tires
|
10,502
|
18,390
|
14,346
|
|||||||
Other
|
3,364
|
6,178
|
11,138
|
|||||||
176,795
|
220,408
|
221,485
|
||||||||
Net
Sales
|
$
|
668,625
|
$
|
729,232
|
$
|
669,147
|
Net
tangible assets acquired
|
$
|
1,238
|
||
Identifiable
intangible assets
|
5,600
|
|||
Goodwill
(tax deductible)
|
3,952
|
|||
Total
cash consideration
|
$
|
10,790
|
Net
tangible assets acquired
|
$
|
604
|
||
Identifiable
intangible assets
|
1,830
|
|||
Goodwill
(tax deductible)
|
598
|
|||
Total
cash consideration
|
$
|
3,032
|
Net
tangible assets acquired
|
$
|
625
|
||
Identifiable
intangible assets
|
4,160
|
|||
Goodwill
(tax deductible)
|
227
|
|||
Goodwill
(non tax deductible)
|
426
|
|||
Total
consideration
|
5,438
|
|||
Less:
Present value of future minimum payments
|
(1,961
|
)
|
||
Total
cash consideration
|
$
|
3,477
|
Net
tangible assets acquired
|
$
|
3,925
|
||
Patents
|
9,600
|
|||
Other
identifiable intangible assets
|
6,400
|
|||
Goodwill
(tax deductible)
|
10,338
|
|||
Total
consideration
|
30,263
|
|||
Less:
Debt assumed
|
(732
|
)
|
||
Total
cash consideration
|
$
|
29,531
|
Net
tangible assets acquired
|
$
|
756
|
||
Identifiable
intangible assets
|
1,520
|
|||
Goodwill
(tax deductible)
|
1,888
|
|||
Total
cash consideration
|
$
|
4,164
|
Net
tangible assets acquired
|
$
|
5,810
|
||
Identifiable
intangible assets
|
6,707
|
|||
Goodwill
(tax deductible)
|
6,056
|
|||
Total
cash consideration
|
$
|
18,573
|
Gross
|
Accumulated
Amortization
|
Net
|
Estimated Useful
Life in Years
|
||||||||||
Non-compete
agreements
|
$
|
2,596
|
$
|
810
|
$
|
1,786
|
3
to 7
|
||||||
Customer
relationships
|
15,470
|
3,971
|
11,499
|
8
to 16
|
|||||||||
Tradenames
|
4,220
|
1,105
|
3,115
|
5
to 14
|
|||||||||
Patents
|
18,205
|
2,027
|
16,178
|
5
to 19
|
|||||||||
Other
intangible assets
|
$
|
40,491
|
$
|
7,913
|
$
|
32,578
|
Gross
|
Accumulated
Amortization
|
Net
|
Estimated Useful
Life in Years
|
||||||||||
Non-compete
agreements
|
$
|
1,821
|
$
|
651
|
$
|
1,170
|
4
to 7
|
||||||
Customer
relationships
|
11,280
|
2,244
|
9,036
|
8
to 16
|
|||||||||
Tradenames
|
2,700
|
609
|
2,091
|
5
to 14
|
|||||||||
Patents
|
13,265
|
761
|
12,504
|
5
to 19
|
|||||||||
Other
intangible assets
|
$
|
29,066
|
$
|
4,265
|
$
|
24,801
|
MH
Segment
|
RV
Segment
|
Total
|
||||||||
Balance
- January 1, 2006
|
$
|
9,251
|
$
|
12,867
|
$
|
22,118
|
||||
Acquisitions
in 2006
|
-
|
12,226
|
12,226
|
|||||||
Balance
- December 31, 2006
|
9,251
|
25,093
|
34,344
|
|||||||
Acquisitions
in 2007
|
-
|
5,203
|
5,203
|
|||||||
Balance
- December 31, 2007
|
$
|
9,251
|
$
|
30,296
|
$
|
39,547
|
4. |
INVENTORIES
|
2007
|
2006
|
|||||||||
Finished
goods
|
$
|
12,698
|
$
|
13,513
|
||||||
Work
in process
|
2,975
|
3,868
|
||||||||
Raw
materials
|
60,606
|
65,695
|
||||||||
Total
|
$
|
76,279
|
$
|
83,076
|
5. |
FIXED
ASSETS
|
2007
|
2006
|
Estimated Useful
Life in Years
|
||||||||
Land
|
$
|
10,488
|
$
|
14,860
|
||||||
Buildings
and improvements
|
66,814
|
76,563
|
10
to 40
|
|||||||
Leasehold
improvements
|
2,839
|
3,165
|
3
to 10
|
|||||||
Machinery
and equipment
|
73,293
|
73,172
|
3
to 12
|
|||||||
Transportation
equipment
|
3,352
|
3,889
|
3
to 7
|
|||||||
Furniture
and fixtures
|
8,739
|
8,223
|
2
to 10
|
|||||||
Construction
in progress
|
255
|
4,720
|
||||||||
165,780
|
184,592
|
|||||||||
Less
accumulated depreciation and amortization
|
65,164
|
60,034
|
||||||||
Fixed
assets, net
|
$
|
100,616
|
$
|
124,558
|
2007
|
2006
|
2005
|
||||||||
Charged
to cost of sales
|
$
|
11,497
|
$
|
11,081
|
$
|
8,828
|
||||
Charged
to selling, general and administrative expenses
|
1,882
|
1,905
|
1,554
|
|||||||
Total
|
$
|
13,379
|
$
|
12,986
|
$
|
10,382
|
6. |
ACCRUED
EXPENSES AND OTHER CURRENT
LIABILITIES
|
2007
|
2006
|
|||||||||
Accrued
employee compensation and fringes
|
$
|
20,833
|
$
|
19,319
|
||||||
Accrued
warranty
|
4,360
|
3,990
|
||||||||
Accrued
expenses and other
|
19,475
|
14,011
|
||||||||
Total
|
$
|
44,668
|
$
|
37,320
|
2007
|
2006
|
2005
|
||||||||
Balance
at beginning of period
|
$
|
3,990
|
$
|
3,139
|
$
|
2,179
|
||||
Provision
for warranty expense
|
6,335
|
5,160
|
4,408
|
|||||||
Warranty
costs paid
|
(4,563
|
)
|
(4,309
|
)
|
(3,448
|
)
|
||||
Balance
at end of period
|
$
|
5,762
|
$
|
3,990
|
$
|
3,139
|
7. |
RETIREMENT
AND OTHER BENEFIT PLANS
|
8. |
LONG-TERM
INDEBTEDNESS
|
2007
|
2006
|
||||||
Senior
Promissory Notes payable at the rate of $1,000 per quarter on January
29,
April 29, July 29 and October 29, with interest payable quarterly
at the
rate of 5.01 percent per annum, final payment to be made on April
29,
2010
|
$
|
10,000
|
$
|
14,000
|
|||
Senior
Promissory Notes payable at the rate of $536 per quarter on the last
business day of March, June, September, and December with interest
payable
at the rate of LIBOR plus 1.65 percent per annum
|
-
|
13,929
|
|||||
Notes
payable pursuant to a Credit Agreement expiring June 30, 2009 consisting
of a line of credit, not to exceed $70,000; interest at prime rate
or
LIBOR plus a rate margin based upon the Company's performance (a)
(b)
|
8,000
|
12,000
|
|||||
Industrial
Revenue Bonds, interest rates at December 31, 2007 of 4.68 percent
to 6.28
percent, due 2008 through 2017; secured by certain real estate and
equipment
|
5,448
|
8,077
|
|||||
Other
loans primarily secured by certain real estate and equipment, due
2009 to
2011, with fixed interest rates of 5.18 percent to 6.52
percent
|
3,727
|
5,780
|
|||||
Other
loan primarily secured by certain real estate, due 2011 with variable
interest rate at December 31, 2007 of 8.50 percent
|
87
|
1,894
|
|||||
27,262
|
55,680
|
||||||
Less
current portion
|
8,881
|
9,714
|
|||||
Total
long-term indebtedness
|
$
|
18,381
|
$
|
45,966
|
(a)
|
The
weighted average interest rate on these borrowings, including the
affect
of the interest rate swap described below, was 4.35 percent at December
31, 2007 and 2006. Pursuant to the performance schedule, the interest
rate
on LIBOR loans was LIBOR plus 1.0 percent at December 31, 2007 and
2006.
|
(b)
|
As
of December 31, 2007 and 2006, the Company had letters of credit
of $2.1
million and $2.7 million outstanding under the line of credit pursuant
to
the Credit Agreement, respectively.
|
2008
|
$
|
8,881
|
||
2009
|
16,335
|
|||
2010
|
281
|
|||
2011
|
262
|
|||
2012
|
308
|
|||
Thereafter
|
1,195
|
|||
27,262
|
||||
Less
current portion
|
8,881
|
|||
Total
long-term indebtedness
|
$
|
18,381
|
9. |
INCOME
TAXES
|
2007
|
2006
|
2005
|
||||||||
Current:
|
||||||||||
Federal
|
$
|
20,774
|
$
|
15,284
|
$
|
17,745
|
||||
State
|
4,291
|
3,734
|
2,931
|
|||||||
Deferred:
|
||||||||||
Federal
|
(1,137
|
)
|
807
|
(373
|
)
|
|||||
State
|
(351
|
)
|
(154
|
)
|
158
|
|||||
Total
income tax provision
|
$
|
23,577
|
$
|
19,671
|
$
|
20,461
|
2007
|
2006
|
2005
|
||||||||
Income
tax at Federal statutory rate
|
$
|
22,171
|
$
|
17,743
|
$
|
18,922
|
||||
State
income taxes, net of Federal income tax benefit
|
2,561
|
2,327
|
2,008
|
|||||||
Non-deductible
expenses
|
135
|
197
|
138
|
|||||||
Manufacturing
credit pursuant to Jobs Creation Act
|
(1,123
|
)
|
(443
|
)
|
(540
|
)
|
||||
Tax
free interest income
|
(277
|
)
|
-
|
-
|
||||||
Other
|
110
|
(153
|
)
|
(67
|
)
|
|||||
Provision
for income taxes
|
$
|
23,577
|
$
|
19,671
|
$
|
20,461
|
2007
|
2006
|
||||||
Deferred
tax assets:
|
|||||||
Accounts
receivable
|
$
|
596
|
$
|
659
|
|||
Inventories
|
1,330
|
1,477
|
|||||
Goodwill
and other assets
|
1,514
|
2,251
|
|||||
Accrued
insurance
|
1,179
|
1,207
|
|||||
Employee
benefits
|
2,919
|
2,011
|
|||||
Deferred
compensation
|
1,452
|
-
|
|||||
Other
|
1,930
|
1,027
|
|||||
Total
deferred tax assets
|
10,920
|
8,632
|
|||||
Deferred
tax liabilities:
|
|||||||
Fixed
assets
|
3,607
|
3,018
|
|||||
Other
|
24
|
66
|
|||||
Total
deferred tax liabilities
|
3,631
|
3,084
|
|||||
Net
deferred tax asset
|
$
|
7,289
|
$
|
5,548
|
|
2007
|
2006
|
|||||
Prepaid
expenses and other current assets
|
$
|
7,171
|
$
|
6,199
|
|||
Other
long-term assets (liabilities)
|
118
|
(651
|
)
|
||||
$
|
7,289
|
$
|
5,548
|
2007
|
|||||||
Balance –
January 1, 2007
|
$
|
3,752
|
|||||
Additions
for tax positions of prior years
|
373
|
||||||
Additions
based on tax positions related to the current year
|
791
|
||||||
Expiration
of statute of limitations
|
(87
|
)
|
|||||
Balance –
December 31, 2007
|
$
|
4,829
|
10. |
COMMITMENTS
AND CONTINGENCIES
|
Operating
Leases
|
Capital
Leases
|
||||||
2008
|
$
|
4,719
|
$
|
131
|
|||
2009
|
4,166
|
44
|
|||||
2010
|
3,355
|
20
|
|||||
2011
|
2,736
|
-
|
|||||
2012
|
1,471
|
-
|
|||||
Thereafter
|
996
|
-
|
|||||
Total
minimum lease payments
|
$
|
17,443
|
195
|
||||
Less
amounts representing interest
|
11
|
||||||
Present
value of minimum lease payments
|
184
|
||||||
Less
current portion
|
123
|
||||||
Total
long term portion of capital lease obligations
|
$
|
61
|
11. |
STOCKHOLDERS'
EQUITY
|
Number of
Option Shares
|
Stock Option
Exercise Price
|
Weighted
Average
Exercise
Price
|
||||||||
Outstanding
at December 31, 2004
|
1,815,280
|
|||||||||
Granted
|
626,000
|
$28.33 – $28.71
|
||||||||
Exercised
|
(847,020
|
)
|
$2.84 –
$16.15
|
|||||||
Canceled
|
(15,800
|
)
|
$4.55 –
$12.78
|
|||||||
Outstanding
at December 31, 2005
|
1,578,460
|
$4.55 –
$28.71
|
$
|
17.78
|
||||||
Granted
|
45,000
|
$26.39
|
26.39
|
|||||||
Exercised
|
(197,480
|
)
|
$4.55 –
$16.16
|
8.97
|
||||||
Canceled
|
(61,900
|
)
|
$4.55 –
$28.33
|
18.15
|
||||||
Outstanding
at December 31, 2006
|
1,364,080
|
$4.55 –
$28.71
|
$
|
19.33
|
||||||
Granted
|
586,000
|
$28.09 – $32.61
|
32.32
|
|||||||
Exercised
|
(248,840
|
)
|
$4.55 –
$28.71
|
10.10
|
||||||
Canceled
|
(41,600
|
)
|
$12.78 – $28.33
|
24.84
|
||||||
Outstanding
at December 31, 2007
|
1,659,640
|
$7.88 –
$32.61
|
$
|
25.16
|
||||||
Exercisable
at December 31, 2007
|
626,400
|
$7.88 –
$28.71
|
$
|
19.40
|
Option
Exercise
Price
|
Shares
Outstanding
|
Option
Remaining
Life (Years)
|
Shares
Exercisable
|
||||||||
$
|
7.88
|
30,000
|
1.0
|
30,000
|
|||||||
$
|
12.78
|
|
376,700
|
1.9
|
252,500
|
||||||
$
|
13.80
|
30,000
|
2.0
|
30,000
|
|||||||
$
|
16.15
|
40,000
|
3.0
|
40,000
|
|||||||
$
|
16.16
|
|
12,000
|
2.9
|
6,000
|
||||||
$
|
28.33
|
509,940
|
3.9
|
192,900
|
|||||||
$
|
28.71
|
37,500
|
4.0
|
37,500
|
|||||||
$
|
26.39
|
37,500
|
5.0
|
37,500
|
|||||||
$
|
32.61
|
548,500
|
5.9
|
-
|
|||||||
$
|
28.09
|
37,500
|
6.0
|
-
|
Number of
Shares
|
Stock Price
at Date
of Issuance
|
||||||
Outstanding
at December 31, 2004
|
47,050
|
||||||
Issued
|
12,456
|
$18.06-$29.95
|
|||||
Outstanding
at December 31, 2005
|
59,506
|
||||||
Issued
|
9,451
|
$25.01-$37.35
|
|||||
Exercised
|
(2,460
|
)
|
$13.90-$29.95
|
||||
Outstanding
at December 31, 2006
|
66,497
|
$6.87-$37.35
|
|||||
Issued
|
10,589
|
$26.01-$43.02
|
|||||
Exercised
|
(1,089
|
)
|
$7.61-$12.78
|
||||
Outstanding
at December 31, 2007
|
75,997
|
$6.87-$43.02
|
2007
|
2006
|
2005
|
||||||||
Weighted
average shares outstanding for basic earnings per share
|
21,892,656
|
21,619,455
|
21,011,792
|
|||||||
Common
stock equivalents pertaining to stock options
|
233,244
|
247,542
|
532,410
|
|||||||
Total
for diluted shares
|
22,125,900
|
21,866,997
|
21,544,202
|
12. |
QUARTERLY
RESULTS OF OPERATIONS (UNAUDITED)
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Year
|
||||||||||||
Year
Ended December 31, 2007
|
||||||||||||||||
Net
sales
|
$
|
172,944
|
$
|
184,456
|
$
|
173,410
|
$
|
137,815
|
$
|
668,625
|
||||||
Gross
profit
|
39,172
|
45,773
|
41,931
|
31,549
|
158,425
|
|||||||||||
Income
before income taxes
|
15,642
|
20,344
|
17,810
|
9,548
|
63,344
|
|||||||||||
Net
income
|
9,589
|
12,562
|
11,133
|
6,483
|
39,767
|
|||||||||||
Net
income per common share:
|
||||||||||||||||
Basic
|
.44
|
.57
|
.51
|
.29
|
1.82
|
|||||||||||
Diluted
|
.44
|
.57
|
.50
|
.29
|
1.80
|
|||||||||||
Stock
Market Price
|
||||||||||||||||
High
|
$
|
30.72
|
$
|
35.29
|
$
|
41.98
|
$
|
44.18
|
$
|
44.18
|
||||||
Low
|
$
|
24.26
|
$
|
28.21
|
$
|
32.86
|
$
|
26.75
|
$
|
24.26
|
||||||
Close
(at end of quarter)
|
$
|
28.68
|
$
|
33.14
|
$
|
40.68
|
$
|
27.40
|
$
|
27.40
|
||||||
Year
Ended December 31, 2006
|
||||||||||||||||
Net
sales
|
$
|
208,461
|
$
|
201,976
|
$
|
180,743
|
$
|
138,052
|
$
|
729,232
|
||||||
Gross
profit
|
43,701
|
44,605
|
37,918
|
27,852
|
154,076
|
|||||||||||
Income
before income taxes
|
16,583
|
16,692
|
11,466
|
5,953
|
50,694
|
|||||||||||
Net
income
|
10,205
|
10,231
|
6,937
|
3,650
|
31,023
|
|||||||||||
Net
income per common share:
|
||||||||||||||||
Basic
|
.47
|
.47
|
.32
|
.17
|
1.43
|
|||||||||||
Diluted
|
.47
|
.47
|
.32
|
.17
|
1.42
|
|||||||||||
Stock
Market Price
|
||||||||||||||||
High
|
$
|
37.65
|
$
|
38.16
|
$
|
31.19
|
$
|
29.15
|
$
|
38.16
|
||||||
Low
|
$
|
29.00
|
$
|
27.25
|
$
|
22.65
|
$
|
24.86
|
$
|
22.65
|
||||||
Close
(at end of quarter)
|
$
|
35.55
|
$
|
32.40
|
$
|
25.26
|
$
|
26.01
|
$
|
26.01
|
/s/
LEIGH J. ABRAMS
|
/s/
FREDRIC M. ZINN
|
President
and
|
Executive
Vice President and
|
Chief
Executive Officer
|
Chief
Financial Officer
|
Number
|
Description
|
3.
|
Articles
of Incorporation and By-laws.
|
3.1
|
Drew
Industries Incorporated Restated Certificate of
Incorporation.
|
3.2
|
Drew
Industries Incorporated By-laws, as amended.
|
Exhibit
3.1 is incorporated by reference to Exhibit III to the Proxy
Statement-Prospectus constituting Part I of the Drew National Corporation
and Drew Industries Incorporated Registration Statement on Form S-14
(Registration No. 2-94693).
|
|
Exhibit
3.2 is incorporated by reference to the Exhibit bearing the same
number
included in the Annual Report of Drew Industries Incorporated on
Form 10-K
for the fiscal year ended August 31, 1985.
|
|
10.
|
Material
Contracts.
|
10.194
|
Drew
Industries Incorporated 2002 Equity Award and Incentive Plan, as
amended.
|
10.195
|
License
Agreement, dated February 28, 2003, by and among Versa Technologies,
Inc.,
VT Holdings II, Inc. and Engineered Solutions LP, and Lippert Components,
Inc.
|
10.197
|
Amended
Change of Control Agreement by and between Fredric M. Zinn and Registrant,
dated March 3, 2006, as amended on July 18, 2006.
|
10.198
|
Amended
and Restated Credit Agreement dated as of February 11, 2005 by and
among
Kinro, Inc., Lippert Components, Inc., KeyBank, National Association,
HSBC
Bank USA, National Association, and JPMorgan Chase Bank, N.A.,
individually and as Administrative Agent.
|
10.199
|
Amended
and Restated Subsidiary Guarantee Agreement dated as of February
11, 2005
by and among Lippert Tire & Axle, Inc., Kinro Holding, Inc., Lippert
Tire & Axle Holding, Inc., Lippert Holding, Inc., Kinro Manufacturing,
Inc., Lippert Components Manufacturing, Inc., Kinro Texas Limited
Partnership, Kinro Tennessee Limited Partnership, Lippert Tire & Axle
Texas Limited Partnership, Lippert Components Texas Limited Partnership,
BBD Realty Texas Limited Partnership, LD Realty, Inc., LTM Manufacturing,
L.L.C., Coil Clip, Inc., Zieman Manufacturing Company, with and in
favor
of JPMorgan Chase Bank, N.A., as Administrative Agent for the
Lenders.
|
10.200
|
Amended
and Restated Company Guarantee Agreement dated as of February 11,
2005 by
and among Drew Industries Incorporated, with and in favor of JPMorgan
Chase Bank, N.A., as Administrative Agent for the
Lenders.
|
10.201
|
Amended
and Restated Subordination Agreement dated as of February 11, 2005
by and
among Kinro, Inc., Lippert Tire & Axle, Inc., Lippert Components,
Inc., Kinro Holding, Inc., Lippert Tire & Axle Holding, Inc., Lippert
Holding, Inc., Kinro Manufacturing, Inc., Lippert Components
Manufacturing, Inc., Lippert Components of Canada, Inc., Coil Clip,
Inc.,
Zieman Manufacturing Company, Kinro Texas Limited Partnership, Kinro
Tennessee Limited Partnership, Lippert Tire & Axle Texas Limited
Partnership, BBD Realty Texas Limited Partnership, Lippert Components
Texas Limited Partnership, LD Realty, Inc., LTM Manufacturing, L.L.C.,
with and in favor of JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
10.202
|
Amended
and Restated Pledge Agreement dated as of February 11, 2005 by and
among
Drew Industries Incorporated, Kinro, Inc., Lippert Tire & Axle, Inc.,
Kinro Holding, Inc., Lippert Tire & Axle Holding, Inc., Lippert
Components, Inc., Lippert Holding, Inc., with and in favor of JPMorgan
Chase Bank, N.A., as Administrative Agent.
|
10.203
|
Revolving
Credit Note dated as of February 11, 2005 by and among Kinro, Inc.,
Lippert Components, Inc., payable to the order of JPMorgan Chase
Bank,
N.A. in the principal amount of Twenty-Five Million ($25,000,000)
Dollars.
|
10.204
|
Revolving
Credit Note dated as of February 11, 2005 by and among Kinro, Inc.,
Lippert Components, Inc., payable to the order of KeyBank National
Association in the principal amount of Twenty Million ($20,000,000)
Dollars.
|
10.205
|
Revolving
Credit Note dated as of February 11, 2005 by and among Kinro, Inc.,
Lippert Components, Inc., payable to the order of HSBC USA, National
Association in the principal amount of Fifteen Million ($15,000,000)
Dollars.
|
10.206
|
Note
Purchase and Private Shelf Agreement dated as of February 11, 2005
by and
among Kinro, Inc., Lippert Components, Inc., Drew Industries Incorporated
and Prudential Investment Management, Inc.
|
10.207
|
Form
of Senior Note (Shelf Note).
|
10.208
|
Parent
Guarantee Agreement dated as of February 11, 2005 by and among Drew
Industries Incorporated, Prudential Investment Management, Inc. and
the
Noteholders.
|
10.209
|
Subsidiary
Guaranty dated as of February 11, 2005 by and among Lippert Tire
&
Axle, Inc., Kinro Holding, Inc., Lippert Tire & Axle Holding, Inc.,
Lippert Holding, Inc., Kinro Manufacturing, Inc., Lippert Components
Manufacturing, Inc., Kinro Texas Limited Partnership, Kinro Tennessee
Limited Partnership, Lippert Tire & Axle Texas Limited Partnership,
Lippert Components Texas Limited Partnership, BBD Realty Texas Limited
Partnership, LD Realty, Inc., LTM Manufacturing, L.L.C., Coil Clip,
Inc.,
Zieman Manufacturing Company, with and in favor of Prudential Investment
Management, Inc. and the Noteholders listed thereto.
|
10.210
|
Intercreditor
Agreement dated as of February 11, 2005 by and among Prudential Investment
Management, Inc., JPMorgan Bank, N.A. (as Lender and Administrative
Agent), KeyBank, National Association, HSBC Bank USA, National Association
and JPMorgan Bank, N.A. (as Trustee and Administrative
Agent).
|
10.211
|
Subordination
Agreement dated as of February 11, 2005 by and among Drew Industries
Incorporated, Kinro, Inc., Lippert Tire & Axle, Inc., Lippert
Components, Inc., Kinro Holding, Inc., Lippert Tire & Axle Holding,
Inc., Lippert Holding, Inc., Kinro Manufacturing, Inc., Lippert Components
Manufacturing, Inc., Lippert Components of Canada, Inc., Coil Clip,
Inc.,
Zieman Manufacturing Company, Kinro Texas Limited Partnership, Kinro
Tennessee Limited Partnership, Lippert Tire & Axle Texas Limited
Partnership, BBD Realty Texas Limited Partnership, Lippert Components
Texas Limited Partnership, LD Realty, Inc., LTM Manufacturing, L.L.C.,
with and in favor of Prudential Investment Management,
Inc.
|
10.212
|
Pledge
Agreement dated as of February 11, 2005 by and among Drew Industries
Incorporated, Kinro, Inc., Lippert Tire & Axle, Inc., Kinro Holding,
Inc., Lippert Tire & Axle Holding, Inc., Lippert Components, Inc.,
Lippert Holding, Inc. in favor of JPMorgan Chase Bank, N.A. as security
trustee.
|
10.213
|
Collateralized
Trust Agreement dated as of February 11, 2005 by and among Kinro,
Inc.,
Lippert Components, Inc., Prudential Investment Management, Inc.
and
JPMorgan Chase Bank, N.A. as security trustee for the
Noteholders.
|
10.214
|
Amended
and Restated Employment Agreement between Registrant and David L.
Webster,
dated February 17, 2005.
|
10.221
|
Form
of Indemnification Agreement between Registrant and its officers
and
independent directors.
|
10.222
|
Employment
Agreement by and between Lippert Components, Inc. and Jason D. Lippert,
effective January 1, 2006, as amended and supplemented.
|
10.223
|
Amended
Change of Control Agreement by and between Harvey F. Milman and
Registrant, dated March 3, 2006, as amended on July 18,
2006.
|
10.224
|
Memorandum
to Leigh J. Abrams from the Compensation Committee of the Board of
Directors dated November 14, 2007.
|
10.225
|
Asset
Purchase Agreement dated as of May 20, 2005, by and among Lippert
Components Manufacturing, Inc., Banks Corporation, William P. Banks
and
John K. Banks.
|
10.226
|
Non-Competition
Agreement dated as of May 20, 2005, by and between Lippert Components
Manufacturing Inc., and William P. Banks.
|
10.227
|
Non-Competition
Agreement dated as of May 20, 2005, by and between Lippert Components
Manufacturing Inc., and John P.
Banks.
|
10.228
|
Amendment
to Asset Purchase Agreement by and among Lippert Components Manufacturing,
Inc., Banks Corporation, William P. Banks and John K.
Banks.
|
10.229
|
Contract
for Purchase and Sale of Real Estate by and between Lippert Components
Manufacturing, Inc. and Banks Enterprises, Inc.
|
10.230
|
Second
Amendment to Amended and Restated Credit Agreement dated as of March
10,
2006 by and among Kinro, Inc., Lippert Components, Inc., KeyBank,
National
Association, HSBC Bank USA, National Association, and JPMorgan Chase
Bank,
N.A., individually and as Administrative Agent.
|
10.231
|
Executive
Non-Qualified Deferred Compensation Plan.
|
10.232
|
Compensation
Memorandum of Lippert Components Manufacturing, Inc. to Scott T.
Mereness
dated January 30, 2008.
|
Exhibit
10.194 is incorporated by reference to Exhibit 10.1 to the Company’s Form
8-K dated February 23, 2007.
|
|
Exhibit
10.195 is incorporated by reference to the Exhibits bearing the same
numbers included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2003.
|
|
Exhibits
10.198-10.213 are incorporated by reference to Exhibits 10.1-10.16
included in the Company’s Form 8-K filed on February 16,
2005.
|
|
Exhibit
10.214 is incorporated by reference to Exhibit 10.1 included in the
Company’s Form 8-K filed on February 23, 2005.
|
|
Exhibit
10.221 is incorporated by reference to Exhibit 99.1 included in the
Company’s Form 8-K filed on February 9, 2005.
|
|
Exhibit
10.222 is incorporated by reference to Exhibit 10.1 included in the
Company’s Forms 8-K filed on October 11, 2005, January 18, 2008 and to the
Company’s Form 8-K filed on April 19, 2007.
|
|
Exhibit
10.224 is incorporated by reference to Exhibit 99.1 included in the
Company’s Form 8-K filed on November 19, 2007.
|
|
Exhibits
10.225-10.229 are incorporated by reference to Exhibits 10.1-10.5
included
in the Company’s Form 8-K/A filed on July 19, 2005.
|
|
Exhibits
10.197 and 10.223 are incorporated by reference to Exhibits 10.1-10.2
included in the Company’s Forms 8-K filed on March 7, 2006 and March 1,
2007.
|
|
Exhibit
10.230 is incorporated by reference to Exhibit 10.1 included in the
Company’s Form 8-K filed on March 14, 2006.
|
|
Exhibit
10.231 is incorporated by reference to Exhibit 10.1 included in the
Company’s Form 8-K filed on December 12, 2006.
|
|
Exhibit
10.232 is incorporated by reference to Exhibit 10.1 included in the
Company’s Form 8-K filed on February 1,
2008.
|
14.
|
Code
of Ethics.
|
14.1
|
Code
of Ethics for Senior Financial Officers
Exhibit
14.1 is incorporated by reference to Exhibit 14 included in the Company’s
Annual Report on Form 10-K for the year ended December 31,
2003.
|
14.2
|
Guidelines
for Business Conduct
Exhibit
14.2 is filed herewith.
|
21
|
Subsidiaries
of the Registrant.Exhibit 21 is filed herewith.
|
23
|
Consent
of Independent Registered Public Accounting Firm
Exhibit
23 is filed herewith.
|
24
|
Powers
of Attorney.Powers of Attorney of persons signing this Report are
included
as part of this Report.
|
31.
|
Rule
13a-14(a)/15d-14(a) Certifications.
|
31.1
|
Rule
13a-14(a) Certificate of Chief Executive Officer
|
31.2
|
Rule
13a-14(a) Certificate of Chief Financial Officer
|
32.
|
Section
1350 Certifications
|
32.1
|
Section
1350 Certificate of Chief Executive Officer
|
32.2
|
Section
1350 Certificate of Chief Financial Officer
Exhibits
31.1-32.2 are filed herewith.
|
Date:
March 14, 2008
|
DREW
INDUSTRIES INCORPORATED
|
|
By:
|
/s/Leigh
J. Abrams
|
|
Leigh
J. Abrams, President
|
Date
|
Signature
|
Title
|
||||||
March
14, 2008
|
By:
|
/s/Leigh
J. Abrams
|
Director,
President and
|
|||||
(Leigh
J. Abrams)
|
Chief
Executive Officer
|
|||||||
March
14, 2008
|
By:
|
/s/Fredric
M. Zinn
|
Executive
Vice President and
|
|||||
(Fredric
M. Zinn)
|
Chief
Financial Officer
|
|||||||
March
14, 2008
|
By:
|
/s/Joseph
S. Giordano
III
|
Corporate
Controller and Treasurer
|
|||||
(Joseph
S. Giordano III)
|
||||||||
March
14, 2008
|
By:
|
/s/Edward
W. Rose, III
|
Director
|
|||||
(Edward
W. Rose, III)
|
||||||||
March
14, 2008
|
By:
|
/s/David
L. Webster
|
Director
|
|||||
(David
L. Webster)
|
||||||||
March
14, 2008
|
By:
|
/s/James
F. Gero
|
Director
|
|||||
(James
F. Gero)
|
||||||||
March
14, 2008
|
By:
|
/s/Frederick
B. Hegi, Jr.
|
Director
|
|||||
(Frederick
B. Hegi, Jr.)
|
||||||||
March
14, 2008
|
By:
|
/s/David
A. Reed
|
Director
|
|||||
(David
A. Reed)
|
||||||||
March
14, 2008
|
By:
|
/s/John
B. Lowe, Jr.
|
Director
|
|||||
(John
B. Lowe, Jr.)
|
||||||||
March
14, 2008
|
By:
|
/s/Jason
D. Lippert
|
Director
|
|||||
(Jason
D. Lippert)
|