incorporation or organization) (I.R.S. Employer Identification No.) Yes [X] No [ ] Yes [X] No [ ] Accelerated filer Non-accelerated filer [ ] Smaller reporting company [ ] Yes [ ] No [X] ITEM 1. Notes to Condensed Consolidated Financial Statements ITEM 3. ITEM 4. PART ITEM 1A. ITEM 2. ITEM 6. As of (thousands) Mar. 27, 2016 Dec. 31, 2015 ASSETS Current Assets Cash and cash equivalents Trade receivables, net Inventories Prepaid expenses and other Total current assets Property, plant and equipment, net Goodwill Other intangible assets, net Deferred financing costs, net (Note 3) Deferred tax assets, net (Note 2) Other non-current assets TOTAL ASSETS LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Current maturities of long-term debt Accounts payable Accrued liabilities Total current liabilities Long-term debt, less current maturities, net (Note 3) Deferred compensation and other TOTAL LIABILITIES SHAREHOLDERS’ EQUITY Common stock Additional paid-in-capital Accumulated other comprehensive income Retained earnings TOTAL SHAREHOLDERS’ EQUITY TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY First Quarter Ended (thousands except per share data) Mar. 27, 2016 Mar. 29, 2015 NET SALES Cost of goods sold GROSS PROFIT Operating Expenses: Warehouse and delivery Selling, general and administrative Amortization of intangible assets (Gain) loss on sale of fixed assets Total operating expenses OPERATING INCOME Interest expense, net Income before income taxes Income taxes NET INCOME BASIC NET INCOME PER COMMON SHARE (1) DILUTED NET INCOME PER COMMON SHARE (1) Weighted average shares outstanding - Basic (1) Weighted average shares outstanding - Diluted (1) Three Months Ended (thousands) Mar. 27, 2016 Mar. 29, 2015 CASH FLOWS FROM OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided byoperating activities: Depreciation Amortization of intangible assets Stock-based compensation expense Deferred financing cost amortization Deferred income taxes (Gain) loss on sale of fixed assets Other non-cash items Change in operating assets and liabilities, net of effects of acquisitions: Trade receivables Inventories Prepaid expenses and other Accounts payable and accrued liabilities Payments on deferred compensation obligations Net cash provided by (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures Proceeds from sale of property and equipment Business acquisitions Other investing activities Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on revolver Repayments on revolver Stock repurchases under buyback program Realization of excess tax benefit on stock-based compensation Proceeds from exercise of stock options, including tax benefit Other financing activities Net cash provided by financing activities Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of period 27, 2016. 2017. initial application. Mar. 27, Dec. 31, (thousands) 2016 2015 Total long-term debt Less: deferred financing costs related to Term Loan Total long-term debt, net of deferred financing costs Less: current maturities of long-term debt Total long-term debt, less current maturities, net Mar. 27, Dec. 31, (thousands) 2016 2015 Total deferred financing costs Less: deferred financing costs related to Term Loan Deferred financing costs, net (thousands) Mar. 27, 2016 Dec. 31, 2015 Raw materials Work in process Finished goods Less: reserve for inventory obsolescence Total manufactured goods, net Materials purchased for resale (distribution products) Less: reserve for inventory obsolescence Total materials purchased for resale (distribution products), net Total inventories (thousands) Customer Relationships Non-Compete Agreements Trademarks Total Other Intangible Assets Goodwill Total Intangible Assets Parkland Plastics, Inc. The Progressive Group Changes in the carrying amount of goodwill for the (thousands) Manufacturing Distribution Total Balance - December 31, 2015 Acquisitions Other Balance - March 27, 2016 (thousands) Mar. 27, 2016 Weighted Average Useful Life (years) Dec. 31, 2015 Weighted Average Useful Life (years) Customer relationships Non-compete agreements Trademarks Less: accumulated amortization Other intangible assets, net (thousands) Manufacturing Distribution Total Balance - December 31, 2015 Acquisitions Amortization Other Balance - March 27, 2016 In general, the acquisitions described below provided the opportunity for the Company to either establish a new presence in a particular market and/or expand its product offerings in an existing market and increase its market share and per unit content. (thousands) Trade receivables Inventories Property, plant and equipment Prepaid expenses Accounts payable and accrued liabilities Intangible assets Goodwill Total net assets acquired Group (“Progressive”) (thousands) Trade receivables Inventories Property, plant and equipment Prepaid expenses Accounts payable and accrued liabilities Intangible assets Goodwill Total net assets acquired (thousands) Trade receivables Inventories Property, plant and equipment Prepaid expenses Accounts payable and accrued liabilities Intangible assets Goodwill Total net assets acquired (thousands) Trade receivables Inventories Property, plant and equipment Prepaid expenses Accounts payable and accrued liabilities Intangible assets Goodwill Total net assets acquired (thousands) Trade receivables Inventories Property, plant and equipment Prepaid expenses Accounts payable and accrued liabilities Intangible assets Goodwill Total net assets acquired First Quarter Ended Mar. 27, Mar. 29, (thousands except per share data) 2016 Revenue Net income Basic net income per common share Diluted net income per common share restricted stock units (“RSUs”). On September 26, 2016, the Board approved the issuance of 80,592 shares that may be issued upon the exercise of stock options, and the issuance of 80,592 shares that may be issued upon the exercise of stock appreciation rights. market price of the common shares. Mar. 27, Mar. 29, (thousands except per share data) 2016 Net income for basic and diluted per share calculation Weighted average common shares outstanding - basic Effect of potentially dilutive securities Weighted average common shares outstanding - diluted Basic net income per common share Diluted net income per common share Mar. 27, Dec. 31, (thousands) 2016 2015 Long-term debt: Revolver Term loan Total long-term debt Less: current maturities of long-term debt Less: deferred financing costs related to Term Loan Total long-term debt, less current maturities, net 0.225% at March 26, 2017 and December 31, 2016. Required Actual Consolidated total leverage ratio (12-month period) Consolidated fixed charge coverage ratio (12-month period) The respectively. See Note 2 for further details. SEGMENT INFORMATION The tables below present unaudited information about the sales and operating income of those segments. (thousands) Manufacturing Distribution Total Net outside sales Intersegment sales Total sales Operating income (thousands) Manufacturing Distribution Total Net outside sales Intersegment sales Total sales Operating income First Quarter Ended Mar. 27, Mar. 29, (thousands) 2016 Operating income for reportable segments Unallocated corporate expenses Amortization of intangible assets Consolidated operating income Shares Total Cost Average Price Year Repurchased (in thousands) Per Share 2013 2014 2015 2016 Total In January 2016, the Company fully utilized the authorization under the 2013 Repurchase Plan and announced that the Board approved a new stock repurchase program that authorizes the repurchase of up to $50 million of the Company’s common stock over a 24-month period (the “2016 Repurchase Plan”). There were no 2017. 2016 2016 RV Industry shipments for the same time period. 2016. First Quarter Ended Mar. 27, Mar. 29, 2016 2015 Net sales Cost of goods sold Gross profit Warehouse and delivery expenses Selling, general and administrative expenses Amortization of intangible assets Operating income Interest expense, net Income taxes Net income Income. period. 2016. Cost of Goods Sold.Cost of goods sold increased percentage. Amortization of Intangible OperatingIncome.Operating income increased previously discussed. First Quarter Ended March First Quarter Ended Mar. 27, Mar. 29, (thousands) 2016 2015 Sales Manufacturing Distribution Gross Profit Manufacturing Distribution Operating Income Manufacturing Distribution respectively. improvements. first three months of 2016. 2015 Credit Facility Required Actual Consolidated total leverage ratio (12-month period) Consolidated fixed charge coverage ratio (12-month period) 2016. In addition, current and future seasonal industry trends may be different from prior years due to the impact of national regional economic conditions and consumer confidence on retail sales of RVs and other products for which the Company sells its components. Changes in internal control over financial reporting Period Total Number of Shares Purchased Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program (1) (3) Jan. 1 - Jan. 24, 2016 Jan. 25 - Feb. 28, 2016 (2) Feb. 29 - Mar. 27, 2016 (2) Total Description Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer andChief Financial Officer Interactive Data Files. The following materials are filed electronically with this Quarterly Report on Form 10-Q: 101.SCH XBRL Taxonomy Schema Document 101.CAL XBRL Taxonomy Calculation Linkbase Document 101.DEF XBRL Taxonomy Definition Linkbase Document 101.LAB XBRL Taxonomy Label Linkbase Document 101.PRE XBRL Taxonomy Presentation Linkbase Document /s/ Todd M. ClevelandUNITED27, 201626, 2017CommissionINDIANA35-1057796INDIANA 35-1057796 (State or other jurisdiction of (I.R.S. EmployerWESTWEST FRANKLIN STREET,,P.O. Box 638,ELKHART,ELKHART, IN 46515 (Address of principal executive offices) (ZIP Code) or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.Large accelerated filer [ ][X][X]Emerging growth company [ ] 22, 2016,21, 2017, there were 15,284,24516,764,036 shares of the registrant’s common stock outstanding.TABLEPage No. PART I. FINANCIAL INFORMATION Page No.FINANCIAL STATEMENTS (Unaudited) 27, 201626, 2017 and December 31, 20152016 27, 201626, 2017 and March 29, 201527, 2016 27, 201526, 2017 and March 29, 201527, 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 29 CONTROLS AND PROCEDURES 29 II.II. OTHER INFORMATION RISK FACTORS 30 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 30 EXHIBITS 31 SIGNATURES $ 10,659 $ 87 67,443 38,213 100,080 89,478 3,636 6,119 181,818 133,897 70,803 67,878 77,488 68,606 120,152 106,759 1,714 1,690 1,754 2,004 539 555 $ 454,268 $ 381,389 $ 10,714 $ 10,714 48,096 28,744 23,238 18,468 82,048 57,926 230,808 192,947 1,901 1,919 314,757 252,792 58,217 57,683 9,212 8,308 32 32 72,050 62,574 139,511 128,597 $ 454,268 $ 381,389 As of (thousands) Mar. 26, 2017 Dec. 31, 2016 ASSETS Current Assets Cash and cash equivalents $ 10,919 $ 6,449 Trade receivables, net 93,759 38,455 Inventories 127,861 120,019 Prepaid expenses and other 4,646 7,846 Total current assets 237,185 172,769 Property, plant and equipment, net 88,095 85,483 Goodwill 110,200 109,893 Other intangible assets, net 164,168 164,539 Deferred financing costs, net (Note 3) 2,556 1,728 Other non-current assets 522 538 TOTAL ASSETS $ 602,726 $ 534,950 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Current maturities of long-term debt $ 15,766 $ 15,766 Accounts payable 63,064 46,752 Accrued liabilities 24,560 23,575 Total current liabilities 103,390 86,093 Long-term debt, less current maturities, net (Note 3) 196,172 256,811 Deferred tax liabilities 5,892 4,988 Deferred compensation and other 1,610 1,610 TOTAL LIABILITIES 307,064 349,502 SHAREHOLDERS’ EQUITY Common stock 156,463 63,716 Additional paid-in-capital 8,243 8,243 Accumulated other comprehensive income 27 27 Retained earnings 130,929 113,462 TOTAL SHAREHOLDERS’ EQUITY 295,662 185,448 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 602,726 $ 534,950 $ 278,637 $ 223,388 233,285 187,994 45,352 35,394 7,699 6,659 14,233 11,519 2,768 1,659 38 (6 ) 24,738 19,831 20,614 15,563 1,649 804 18,965 14,759 6,932 5,609 $ 12,033 $ 9,150 $ 0.81 $ 0.60 $ 0.80 $ 0.59 14,948 15,327 15,130 15,477 (1) Net income per common share and weighted average shares outstanding, on both abasic and diluted basis, reflect the impact of the three-for-two common stock split paidon May 29, 2015.First Quarter Ended (thousands except per share data) Mar. 26, 2017 Mar. 27, 2016 NET SALES $ 345,427 $ 278,637 Cost of goods sold 287,878 233,285 GROSS PROFIT 57,549 45,352 Operating Expenses: Warehouse and delivery 10,343 7,699 Selling, general and administrative 19,106 14,271 Amortization of intangible assets 4,185 2,768 Total operating expenses 33,634 24,738 OPERATING INCOME 23,915 20,614 Interest expense, net 2,014 1,649 Income before income taxes 21,901 18,965 Income taxes 4,434 5,990 NET INCOME $ 17,467 $ 12,975 BASIC NET INCOME PER COMMON SHARE $ 1.15 $ 0.87 DILUTED NET INCOME PER COMMON SHARE $ 1.12 $ 0.85 Weighted average shares outstanding - Basic 15,238 14,948 Weighted average shares outstanding - Diluted 15,549 15,192 $ 12,033 $ 9,150 2,444 1,891 2,768 1,659 1,501 1,024 145 101 250 341 38 (6 ) 105 106 (25,148 ) (31,691 ) (1,663 ) (1,301 ) 2,617 3,841 18,938 12,124 (75 ) (80 ) 13,953 (2,841 ) (2,913 ) (1,866 ) 179 26 (36,384 ) (39,579 ) (6 ) (7 ) (39,124 ) (41,426 ) 112,424 97,318 (74,731 ) (48,613 ) (2,865 ) (5,650 ) 942 1,204 - 16 (27 ) (62 ) 35,743 44,213 10,572 (54 ) 87 123 $ 10,659 $ 69 Three Months Ended (thousands) Mar. 26, 2017 Mar. 27, 2016 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 17,467 $ 12,975 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,417 5,212 Stock-based compensation expense 2,439 1,501 Deferred income taxes 904 250 Other non-cash items 59 288 Change in operating assets and liabilities, net of acquisitions of businesses: Trade receivables (53,114 ) (25,148 ) Inventories (5,400 ) (1,663 ) Prepaid expenses and other assets 3,305 2,617 Accounts payable, accrued liabilities and other 16,016 19,419 Net cash provided by (used in) operating activities (10,907 ) 15,451 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (3,484 ) (2,913 ) Proceeds from sale of property and equipment 4 179 Business acquisitions (10,104 ) (36,384 ) Other investing activities (6 ) (6 ) Net cash used in investing activities (13,590 ) (39,124 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on revolver 65,717 112,424 Repayments on revolver (126,371 ) (74,731 ) Payment of deferred financing costs (980 ) (1 ) Stock repurchases under buyback program — (2,865 ) Payments related to vesting of share-based awards, net of shares tendered for tax (3,025 ) (556 ) Proceeds from equity offering of common stock, net of expenses 93,622 — Proceeds from exercise of stock options 4 — Other financing activities — (26 ) Net cash provided by financing activities 28,967 34,245 Increase in cash and cash equivalents 4,470 10,572 Cash and cash equivalents at beginning of year 6,449 87 Cash and cash equivalents at end of period $ 10,919 $ 10,659 PATRICK1.1. BASIS OF PRESENTATION 27, 201626, 2017 and December 31, 2015,2016, and its results of operations and cash flows for the three months ended March 27, 201626, 2017 and March 29, 2015.2015.2016. The December 31, 20152016 condensed consolidated statement of financial position data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Operating results for the first quarter ended March 27, 201626, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2016.38 for additional details.The number of shares and per share amounts for the first quarter ended March 29, 2015 have been retroactively adjusted to reflect the three-for-two stock split of the Company's common stock, which was effected in the form of a common stock dividend paid on May 29, 2015.27, 2016,26, 2017, management evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date of issuance of the Form 10-Q for potentialthat required recognition or disclosure in the consolidated financial statements. See Note 15 for an event that occurred subsequent to the balance sheet date.2.2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS guidancestandard which specifies how and when to recognize revenue as well as providing informative, relevant disclosures. In August 2015, the FASB deferred the effective date of this standard by one year, which would become effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating both the effectBased on an evaluation and review of adopting this newits current accounting guidancepolicies and determining the appropriate method of transition it will use to apply the new standard. It has not yet determined the impact, if any, that the implementation of this guidance will have on its condensed consolidated financial statements.Debt Issuance CostsIn April 2015, the FASB issued guidance that requires that debt issuance costs be presented in the statement of financial position as a reduction in the carrying amount of debt, consistent with the presentation of debt issuance discounts. The Company adopted this new guidance, on a retrospective basis, in the first quarter of 2016 as required. Total assets and total liabilities on the Company’s condensed consolidated statement of financial position as of December 31, 2015 were reduced by the reclassification of $0.8 million of deferred financing costs associated with the Term Loan (as defined herein)practices related to the long-term debt, less current maturities, net line onrecognition of revenue, the condensed consolidated statement of financial position. See Note 3 for a description of the impact ofCompany does not anticipate that the adoption of this guidance on the Company’s condensed consolidated statements of financial position for the periods presented.Income TaxesIn November 2015, the FASB issued new accounting guidance that simplifies the presentation of deferred income taxes. Under the new guidance, deferred tax assets and liabilities are required to be classified, onstandard will have a net basis, as noncurrent on the condensed consolidated statement of financial position. The guidance is effective for financial statements issued for annual and interim periods beginning after December 15, 2016 and early adoption is permitted.During the first quarter of 2016, the Company elected to adopt this guidance, thus reclassifying current deferred tax assets to noncurrent, net of deferred tax liabilities,material impact on the condensed consolidated statements of financial position. The prior year reporting period was retrospectively adjusted. Current assets on the Company’s condensed consolidated statement ofoperations, financial position or cash flows. The Company expects to adopt this standard as of December 31, 2015 were reduced byJanuary 1, 2018, under the reclassificationmodified retrospective method where the cumulative effect is recognized at the date of $5.8 million of current deferred tax assets to long-term assets. Total assets and total liabilities on the Company’s condensed consolidated statement of financial position as of December 31, 2015 were reduced by the reclassification of $3.8 million of long-term deferred tax liabilities to long-term deferred tax assets. The adoption of this guidance had no impact on the Company’s condensed consolidated statements of income.guidancestandard that will require that an entity recognize lease assets and lease liabilities on its balance sheet for leases in excess of one year that were previously classified as operating leases under U.S. GAAP. The guidancestandard also requires companies to disclose in the footnotes to the financial statements information about the amount, timing, and uncertainty for the payments made for the lease agreements. The guidancestandard is effective for financial statements issued for annual and interim periods beginning after December 15, 2018 on a retrospectiveretroactive basis. Early adoption is permitted. The Company is currently evaluating the effect of adopting this new accounting guidancestandard and has not yet determined the impact that the implementation of this guidanceit will have on its condensed consolidated financial statements.guidancestandard for share-based payments which simplifiesrelating to: (i) the income tax consequences related to exercised or vested share-based payment awards; (ii) the classification of awards as assets or liabilities; and (iii) the classification in the condensed consolidated statements of cash flows. In addition, the standard provides an accounting policy election to account for forfeitures as they occur. This guidancestandard is effective for financial statements issued for annual and interim periods beginning after December 15, 2016 and early adoption is permitted.guidancestandard and has not yet determined the impact if any, that the implementation of this guidanceit will have on its condensed consolidated financial statements.3.3. DEFERRED FINANCING/DEBT ISSUANCE COSTS 27, 201626, 2017 and December 31, 20152016 reflect the reclassification of assets related to deferred financing costs associated with the Term Loan (as defined herein) outstanding under the Company’s 2015 Credit Facility (as defined herein) that were reclassified and presented net ofnetted against long-term debt outstanding. The deferred financing costs related to the 2015 Revolver (as defined herein) were not reclassified to long-term debt and are reflected as a component of non-current assets on the condensed consolidated statements of financial position for the periods presented. The reclassification is the result of the Company’s adoption of new accounting guidance that requires debt issuance costs be presented in the statement of financial position as a reduction in the carrying amount of debt, consistent with the presentation of debt issuance discounts. The deferred financing costs related to the 2015 Revolver (as defined herein) were not reclassified to long-term debt and are reflected as a component of non-current assets on the condensed consolidated statements of financial position for the periods presented because the guidance does not apply to line-of-credit arrangements. In the first quarter of 2016, the Company adopted this guidance as required on a retrospective basis. See Note 2 “Debt Issuance Costs” for further details. both March 27, 2016 and December 31, 2016, the total maximum borrowing limit under the Company’s 2015 Credit Facility was $360.0 million, of which $90.6 million or 25% represented the Company had $67.0 million outstandingtotal commitment under itsthe Term Loan and was the basis for allocating a portion of the deferred financing costs to the Term Loan. At March 26, 2017 the total maximum borrowing limit under the Company's 2015 Credit Facility was $450.0 million, of which $82.7 million or 18% represented approximately 28%the total commitment under the Term Loan and 33%, respectively,was the basis for allocating a portion of the deferred financing costs to the Term Loan. debt outstanding at such dates. Unamortized deferred financing costs were $2.4$3.1 million and $2.5$2.3 million at March 27, 201626, 2017 and December 31, 2015,2016, respectively. The following tables illustrate the effect of the change on certain line items within the condensed consolidated statements of financial position for the periods presented. $ 242,177 $ 204,484 (655 ) (823 ) 241,522 203,661 (10,714 ) (10,714 ) $ 230,808 $ 192,947 $ 2,369 $ 2,513 (655 ) (823 ) $ 1,714 $ 1,690 (thousands) Mar. 26, 2017 Dec. 31, 2016 Total long-term debt $ 212,499 $ 273,153 Less: Net deferred financing costs related to Term Loan (561 ) (576 ) Total long-term debt, net of deferred financing costs 211,938 272,577 Less: current maturities of long-term debt (15,766 ) (15,766 ) Total long-term debt, less current maturities, net $ 196,172 $ 256,811 (thousands) Mar. 26, 2017 Dec. 31, 2016 Total deferred financing costs, net $ 3,117 $ 2,304 Less: Net deferred financing costs related to Term Loan (561 ) (576 ) Net deferred financing costs related to 2015 Revolver $ 2,556 $ 1,728 4.4. INVENTORIES $ 58,965 $ 52,601 5,672 5,529 9,568 10,450 (2,227 ) (1,897 ) 71,978 66,683 29,872 24,406 (1,770 ) (1,611 ) 28,102 22,795 $ 100,080 $ 89,478 (thousands) Mar. 26, 2017 Dec. 31, 2016 Raw materials $ 76,384 $ 70,148 Work in process 8,942 7,659 Finished goods 10,965 13,300 Less: reserve for inventory obsolescence (3,190 ) (2,724 ) Total manufactured goods, net 93,101 88,383 Materials purchased for resale (distribution products) 36,280 32,869 Less: reserve for inventory obsolescence (1,520 ) (1,233 ) Total materials purchased for resale (distribution products), net 34,760 31,636 Total inventories $ 127,861 $ 120,019 5.5. GOODWILL AND INTANGIBLE ASSETS 20152016 and through the first quarter of 20162017 that were determined to be business combinations. The goodwill recognized is expected to be deductible for income tax purposes.purposes for each of the 2017 and 2016 acquisitions with the exception of the acquisition of BH Electronics, Inc. See Note 6 for further details. Goodwill and other intangible assets are allocated to the Company’s reporting units at the date they are initially recorded. Goodwill and indefinite-lived intangible assets are not amortized but are subject to an impairment test based on their estimated fair value performed annually in the fourth quarter (or under certain circumstances more frequently as warranted). Goodwill impairment testing is performed at the reporting unit level, one level below the business segment.finite-livedfinite-27, 201626, 2017 and March 29, 201527, 2016 related to goodwill, indefinite-lived intangible assets or finite-lived intangible assets. There have been no material changes to the method of evaluating impairment related to goodwill, indefinite-lived intangible assets or finite-lived intangible assets during the first three monthsquarter of 2016.The Company acquired the following intangible assets in various acquisitions in the first three months of 2016: $ 7,500 $ 800 $ 2,500 $ 10,800 $ 5,762 $ 16,562 3,840 410 1,280 5,530 2,951 8,481 Goodwillthree monthsfirst quarter ended March 27, 201626, 2017 by segment are as follows: $ 62,285 $ 6,321 $ 68,606 5,762 2,951 8,713 169 - 169 $ 68,216 $ 9,272 $ 77,488 (thousands) Manufacturing Distribution Total Balance - December 31, 2016 $ 100,592 $ 9,301 $ 109,893 Acquisitions 1,750 — 1,750 Adjustment to prior year purchase price allocations (1,443 ) — (1,443 ) Balance - March 26, 2017 $ 100,899 $ 9,301 $ 110,200 27, 2016,26, 2017, the other intangible assets balance of $120.2$164.2 million is comprised of $29.3$42.7 million of trademarks which have an indefinite life, and therefore, no amortization expense has been recorded, and $90.9$121.5 million pertaining to customer relationships and non-compete agreements which are being amortized over periods ranging from 2two to 19 years. 2016 acquisitions2017 acquisition of ParklandMedallion Plastics, Inc. (“Parkland”) and The Progressive Group (“Progressive”), the useful life pertaining to non-compete agreements and to customer relationships for both of these acquisitionsthis acquisition was fivethree years and 10 years, respectively.$2.8$4.2 million and $1.7$2.8 million for the first quarter ended March 26, 2017 and March 27, 2016, and March 29, 2015, respectively.27, 201626, 2017 and December 31, 2015: $ 102,329 10.3 $ 91,164 10.4 10,228 3.5 9,012 3.4 29,267 25,487 141,824 125,663 (21,672 ) (18,904 ) $ 120,152 $ 106,759 (thousands) Mar. 26, 2017 Weighted Average Useful Life
(in years)Dec. 31, 2016 Weighted Average Useful Life
(in years)Customer relationships $ 144,475 10.2 $ 140,657 10.2 Non-compete agreements 13,385 3.9 13,413 3.6 Trademarks 42,716 Indefinite 42,741 Indefinite 200,576 196,811 Less: accumulated amortization (36,408 ) (32,272 ) Other intangible assets, net $ 164,168 $ 164,539 three monthsfirst quarter ended March 27, 201626, 2017 by segment are as follows: $ 95,359 $ 11,400 $ 106,759 10,800 5,530 16,330 (2,316 ) (452 ) (2,768 ) (169 ) - (169 ) $ 103,674 $ 16,478 $ 120,152 (thousands) Manufacturing Distribution Total Balance - December 31, 2016 $ 149,853 $ 14,686 $ 164,539 Acquisitions 3,250 — 3,250 Amortization (3,501 ) (684 ) (4,185 ) Adjustment to prior year purchase price allocations 564 — 564 Balance - March 26, 2017 $ 150,166 $ 14,002 $ 164,168 6.ACQUISITIONS6. ACQUISITIONS two acquisitionsone acquisition in the first three monthsquarter of 20162017 and threeeight acquisitions in 2015,2016, including onetwo in the first three monthsquarter of 2015.2016. Each of the acquisitions was funded through borrowings under the Company’s credit facility in existence at the time of acquisition. Assets acquired and liabilities assumed in the individual acquisitions were recorded on the Company’s condensed consolidated statements of financial position at their estimated fair values as of the respective dates of acquisition.three monthsquarter of 2016. Acquisition-related costs in the aggregate associated with thesuch businesses acquired in the first three months of 2016 were immaterial.For the first quarter ended29, 2015, revenue and operating income of approximately $6.5 million and $0.8 million, respectively, were included in the Company’s condensed consolidated statements of income relating to the business acquired in the first three months of 2015. Acquisition-related costs associated with the business acquired in the first three months of 2015 were immaterial.2016 AcquisitionsParklandIn February 2016,2017, the Company acquired the business and certain assets of Middlebury,Elkhart, Indiana-based Parkland,Medallion, a fully integrated designer, engineer and manufacturer of custom thermoformed products and distributor of innovative polymer-based products including wallcomponents which include dash and trim panels lay-in ceiling panels, coated and rolled floors, protective moulding,fender skirts for the RV market, and adhesivescomplete interior packages, bumper covers, hoods, and accessories, used in a wide range of applications primarily intrims for the recreational vehicle (“RV”), architecturalautomotive, specialty transportation and other industrial markets, for a net purchase price of $25.4$10.1 million.The acquisition of Parkland provides the opportunity for the Company to establish a presence in the polymer-based products market and increase its product offering, market share and per unit content. ParklandMedallion are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The preliminary purchase price allocation is subject to final review and approval, and thus all required purchase accounting adjustments are expected to be finalized in the second half of 2016.2017.following summarizesCompany acquired Sigma/KRA for a net purchase price of $26.1 million. estimated fair values of the assets acquiredCompany’s condensed consolidated financial statements and the liabilities assumed as ofManufacturing operating segment from the date of acquisition:acquisition. The preliminary purchase price allocation is subject to final review and approval, and thus all required purchase accounting adjustments are expected to be finalized in the second half of 2017. $ 2,984 5,280 2,550 96 (2,100 ) 10,800 5,762 $ 25,372 $11.0$10.9 million.The acquisition of Progressive withhas six distribution facilities located in Arizona, Colorado, Indiana, Michigan and Utah, provides the opportunity for the Company to expand its product offerings in its existing electronics platform and increase its market share and per unit content. Utah.The preliminary purchase price allocation is subject to final review and approval, and thus all required purchase accounting adjustments are expected to be finalized in the second half of 2016. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition: $ 1,099 3,659 100 61 (2,388 ) 5,530 2,951 $ 11,012 2015 AcquisitionsBetter Way Partners, LLC d/b/a Better Way Products (“Better Way”)2015,2016, the Company acquired 100% of the businessoutstanding capital stock of Middlebury, Indiana-based Parkland, a fully integrated designer and certain assets of Better Way, a manufacturer of fiberglass frontinnovative polymer-based products including wall panels, lay-in ceiling panels, coated and rear caps, marine helmsrolled floors, protective moulding, and related fiberglass componentsadhesives and accessories, used in a wide range of applications primarily used in the RV, marinearchitectural and transit vehicleindustrial markets, for a net purchase price of $40.5$25.2 million.The acquisition of Better Way, with operating facilities located in New Paris, Bremen and Syracuse, Indiana, provided the opportunity for the Company to further expand its presence in the fiberglass components market and increase its product offerings, market share and per unit content. Better WayParkland are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition.acquisition: $ 4,901 1,829 3,907 80 (1,349 ) 20,030 11,087 $ 40,485 Structural Composites of Indiana, Inc. (“SCI”)In May 2015, the Company acquired the business and certain assets of Ligonier, Indiana-based SCI, a manufacturer of large, custom molded fiberglass front and rear caps and roofs, primarily used in the RV market, and specialty fiberglass components for the transportation, marine and other industrial markets, for a net purchase price of $20.0 million.The acquisition of SCI provided the opportunity for the Company to further expand its presence in the fiberglass components market and increase its product offerings, market share and per unit content. The results of operations for SCI are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The following summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition: $ 1,407 482 750 5 (734 ) 9,535 8,596 $ 20,041 North American Forest Products, Inc. and North American Moulding, LLC (collectively, “North American”)In September 2015, the Company acquired the business and certain assets of Edwardsburg, Michigan-based North American, a manufacturer and distributor, primarily for the RV market, of profile wraps, custom mouldings, laminated panels and moulding products. North American is also a manufacturer and supplier of raw and processed softwoods products, including lumber, panels, trusses, bow trusses, and industrial packaging materials, primarily used in the RV and manufactured housing (“MH”) industries. The Company acquired North American for a net purchase price of $79.7 million.The acquisition of North American provided the opportunity for the Company to further expand its existing presence in the manufacture of laminated panels and moulding products and increase its product offerings, market share and per unit content, and provided a new opportunity in the softwoods lumber market. The results of operations for North American are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The purchase price allocation and all required purchase accounting adjustments were finalizedin each acquisition is final except as noted in the first quarter of 2016, with no material changes from previously reported estimated amounts. The following summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition: $ 8,924 19,189 5,959 139 (8,209 ) 36,185 17,463 $ 79,650 (thousands) Trade receivables Inventories Property, plant and equipment Prepaid expenses Other intangible assets Goodwill Less: Accounts payable and accrued liabilities Less: Deferred tax liability Total net assets acquired 2017 Medallion $ 2,190 $ 2,442 $ 1,250 $ 128 $ 3,250 $ 1,750 $ 906 $ — $ 10,104 2016 Parkland $ 2,880 $ 5,280 $ 2,987 $ 86 $ 10,950 $ 5,175 $ 2,180 $ — $ 25,178 Progressive 996 3,074 100 61 6,010 2,980 2,344 — 10,877 Cana 646 1,151 5,840 29 7,065 2,927 1,135 — 16,523 MSM 2,017 1,592 2,521 12 7,855 984 965 — 14,016 LS Mfg. 620 1,382 265 — 5,751 3,336 154 — 11,200 BHE 2,922 3,801 1,794 — 18,868 16,674 1,507 7,552 35,000 Sigma/KRA 2,039 1,841 1,050 7 14,768 8,162 1,746 — 26,121 Totals $ 12,120 $ 18,121 $ 14,557 $ 195 $ 71,267 $ 40,238 $ 10,031 $ 7,552 $ 138,915 and March 29, 2015 assumes the Medallion acquisition (which was acquired in 2017) and the Parkland, Progressive, Cana, MSM, LS Mfg., BHE, and ProgressiveSigma/KRA acquisitions (which were acquired in 2016) and the Better Way, SCI and North American acquisitions (which were acquired in 2015) occurred as of the beginning of the year immediately preceding each such acquisition. The pro forma information contains the actual operating results of Medallion, Parkland, Progressive, Better Way, SCI,Cana, MSM, LS Mfg., BHE, and North American,Sigma/KRA, combined with the results prior to their respective acquisition dates, adjusted to reflect the pro forma impact of the acquisitions occurring as of the beginning of the year immediately preceding each such acquisition.$0.2$0.1 million and $1.4$1.5 million for the first quarter endedMarch 26, 2017 and March 27, 2016, and March 29, 2015, respectively. 2015 $ 288,172 $ 297,068 13,039 12,999 0.87 0.85 0.86 0.84 First Quarter Ended (thousands except per share data) Mar. 26, 2017 Mar. 27, 2016 Revenue $ 349,651 $ 323,074 Net income 18,001 16,924 Basic net income per common share 1.18 1.13 Diluted net income per common share 1.16 1.11 7.7. STOCK-BASED COMPENSATION $1.5$2.4 million and $1.0$1.5 million for the first quarters ended
March 26, 2017 and March 27, 2016, and March 29, 2015, respectively, for its stock-based compensation plans on the condensed consolidated statements of income.Thethe followingvarious share grants in 2015 under the Company’s 2009 Omnibus Incentive Plan (the “Plan”): 127,629 totaling 154,981 shares on February 16, 2015, 300in the aggregate, of which grants of 136,687 shares on April 1, 2015, 12,064 shares on May 19, 2015, 447 shares on August 13, 2015, 2,250 shares on October 8, 2015, and 3,000 shares on October 12, 2015. In addition, on March 30, 2015, the beginning of the Company’s fiscal second quarter, the Board granted 22,000 restricted stock units (“RSUs”).The Boardwere approved the following share grants under the Plan in the first three monthsquarter of 2016: 133,187 shares on February 23, 2016 and 3,500 shares on March 2, 2016. In addition, on February 23, 2016, the Board granted 22,000 RSUs.27, 2016,26, 2017, there was approximately $10.8$26.4 million of total unrecognized compensation cost related to stock-based compensation arrangements granted under incentive plans. That cost is expected to be recognized over a weighted-average period of 20.229.9 months.8.8. NETINCOME PER COMMON SHARE The number of shares and per share amountsfor the first quarter ended March 29, 2015have been retroactively adjusted to reflect the three-for-two stock split of the Company's common stock, which was effected in the form of a common stock dividend paid on May 29, 2015.periods as follows: 2015 $ 12,033 $ 9,150 14,948 15,327 182 150 15,130 15,477 $ 0.81 $ 0.60 $ 0.80 $ 0.59 First Quarter Ended (thousands except per share data) Mar. 26, 2017 Mar. 27, 2016 Net income for basic and diluted per share calculation $ 17,467 $ 12,975 Weighted average common shares outstanding - basic 15,238 14,948 Effect of potentially dilutive securities 311 244 Weighted average common shares outstanding - diluted 15,549 15,192 Basic net income per common share $ 1.15 $ 0.87 Diluted net income per common share $ 1.12 $ 0.85 9.9. DEBT 27, 201626, 2017 and December 31, 20152016 is as follows: $ 175,213 $ 137,520 66,964 66,964 242,177 204,484 (10,714 ) (10,714 ) (655 ) (823 ) $ 230,808 $ 192,947 (thousands) Mar. 26, 2017 Dec. 31, 2016 Long-term debt: 2015 Revolver $ 129,773 $ 190,427 Term Loan 82,726 82,726 Total long-term debt 212,499 273,153 Less: current maturities of long-term debt (15,766 ) (15,766 ) Less: Net deferred financing costs related to Term Loan (561 ) (576 ) Total long-term debt, less current maturities, net $ 196,172 $ 256,811 (“Fifth Third”), Key Bank National Association, (“Key Bank”), Bank of America, N.A., and Lake City Bank as participants, to expand its senior secured credit facility to $250.0 million and extend its maturity to 2020 (the “2015 Credit Facility”). The 2015 Credit Facility initially was comprised of a $175.0 million revolving credit loan (the “2015 Revolver”) and a $75.0 million term loan (the “Term Loan”). The 2015 Credit Agreement amends and restates the Company’s previous credit agreement entered into in 2012.million.Themillion.●The maturity date for the 2015 Credit Facility is April 28, 2020;●The Term Loan will be repaid in installments of approximately $2.7 million per quarter starting on June 30, 2015, with the remaining balance due at maturity;●The interest rates for borrowings under the 2015 Revolver and the Term Loan are the Base Rate plus the Applicable Margin or LIBOR plus the Applicable Margin, with a fee payable by the Company on unused but committed portions of the 2015 Revolver;●The 2015 Revolver includes a sub-limit up to $10.0 million for same day advances (“Swing Line”) which shall bear interest based upon the Base Rate plus the Applicable Margin;●Up to $10.0 million of the 2015 Revolver will be available as a sub facility for the issuance of standby letters of credit, which are subject to certain expiration dates;●The financial covenants include requirements as to a consolidated total leverage ratio and a consolidated fixed charge coverage ratio, and other covenants include limitations and restrictions concerning permitted acquisitions, investments, sales of assets, liens on assets, dividends and other payments; and●Customary prepayment provisions, representations, warranties and covenants, and events of default.27, 2016,26, 2017, the Company had $67.0$82.7 million outstanding under the Term Loan under the LIBOR-based option, and borrowings outstanding under the 2015 Revolver of (i) $169.0$128.0 million under the LIBOR-based option and (ii) $6.2$1.8 million under the Prime Rate-based option. The interest rate for borrowings at March 27, 201626, 2017 was the Prime Rate plus 1.00%0.75% (or 4.50%4.75%), or LIBOR plus 2.00%1.75% (or 2.50%2.7500%). At December 31, 2015,2016, the Company had $67.0$82.7 million outstanding under the Term Loan under the LIBOR-based option, and borrowings outstanding under the 2015 Revolver of (i) $133.0$187.0 million under the LIBOR-based option and (ii) $4.5$3.4 million under the Prime Rate-based option. The interest rate for borrowings at December 31, 20152016 was the Prime Rate plus 1.00%0.75% (or 4.50%), or LIBOR plus 2.00%1.75% (or 2.4375%2.5625%). The fee payable on committed but unused portions of the 2015 Revolver was 0.25% for both of these periods.27, 201626, 2017 reporting date, the Company was in compliance with both of these financial debt covenants as required under the terms of the 2015 Credit Agreement. The required maximum consolidated total leverage ratio and the required minimum consolidated fixed charge coverage ratio compared to the actual amounts as of March 27, 201626, 2017 and for the fiscal period then ended are as follows: 3.00 2.00 1.50 4.82 Required Actual Consolidated total leverage ratio (12-month period) 3.00 1.31 Consolidated fixed charge coverage ratio (12-month period) 1.50 4.04 and 2015period, interest paid was $1.3 million and $0.8 million, respectively.million.10.10. FAIR VALUE MEASUREMENTS 27, 201626, 2017 and December 31, 20152016 because of the relatively short maturities of these financial instruments. The carrying amount of debt approximated fair value as of March 27, 201626, 2017 and December 31, 20152016 based upon terms and conditions available to the Company at those dates in comparison to the terms and conditions of its outstanding debt.11.11. INCOME TAXES 36.6%20.2% in the first quarter of 2016.2017. For the comparable 20152016 period, the estimated effective tax rate was 38.0%31.6%.Company had various state net operating loss carry forwards (“NOLs”) of approximately $0.7 million at December 31, 2015, of which approximately $0.6 million were remaining to be utilized as of March 27, 2016. The Company estimates that it will utilize a majorityeffective tax rate for both periods presented reflected the impact of the remaining state NOLs byCompany's adoption of the end of 2016.In the first three months of 2016 and 2015, the Company realized approximately $0.9 million and $1.2 million ofshare-based payment awards accounting standard in which additional taxable deductions related to excess tax benefits on stock-basedshare-based compensation which had not beenof $3.7 million and $0.9 million were recorded as deferreda reduction to income tax assets at December 31, 2015 and 2014. These tax benefits were recorded to shareholders’ equityexpense upon realization in the first quarter of 2017 and 2016, and 2015.$0.1$0.3 million and $1.7$0.1 million in the first quarter of 20162017 and 2015,2016, respectively. Due to the timing of tax payments, the Company paid an additional $5.7$6.2 million in income taxes in April 2017 (the beginning of the Company's 2017 second fiscal quarter) and $5.7 million in April 2016 (the beginning of the Company’sCompany's 2016 second fiscal quarter) and $2.0 million in April 2015 (the beginning of the Company’s 2015 second fiscal quarter).1212.The Company’s lamination operations utilize various materials, such as lauan, medium-density fiberboard (“MDF”), gypsum, and particleboard, which are bonded by adhesives or a heating process to a number ofThis segment includes the following divisions: laminated products including vinyl, paper, foil, and high-pressure laminates. These productsthat are utilized to produce furniture, shelving, wall, counter,walls, countertops, and cabinet products, with a wide variety of finishes and textures. This segment also includes the following divisions: cabinet doors, fiberglass bath fixtures, hardwood furniture, vinyl printing, solid surface, granite, and quartz countertop fabrication, RV painting, fabricated aluminum products, simulated wood and stone products, fiberglass and plastic components, softwoods lumber, andcustom cabinetry, polymer-based flooring, electrical systems components including instrument and dash panels, and other products. Patrick’s major manufactured products also include wrapped vinyl, paper and hardwood profile mouldings, interior passage doors, slide-out trim and fascia, thermoformed shower surrounds, fiberglass and plastic helm systems and components products, wiring and wiring harnesses, aluminum fuel tanks, CNC molds and composite parts, and slotwall panels and components. The Manufacturing segment contributed approximately 81%82% and 76%81% of the Company’s net sales for the three monthsfirst quarter ended March 26, 2017 and March 27, 2016, and March 29, 2015, respectively.19%18% and 24%19% of the Company’s net sales for the three monthsfirst quarter ended March 26, 2017 and March 27, 2016, and March 29, 2015, respectively.First Quarter Ended March 27, 2016 $ 226,949 $ 51,688 $ 278,637 5,055 687 5,742 232,004 52,375 284,379 26,158 3,602 29,760 First Quarter Ended March 29, 2015 $ 170,347 $ 53,041 $ 223,388 4,503 801 5,304 174,850 53,842 228,692 18,321 3,293 21,614 First Quarter Ended Mar. 26, 2017 (thousands) Manufacturing Distribution Total Net outside sales $ 284,506 $ 60,921 $ 345,427 Intersegment sales 6,984 600 7,584 Total sales 291,490 61,521 353,011 Operating income 31,069 3,710 34,779 First Quarter Ended Mar. 27, 2016 (thousands) Manufacturing Distribution Total Net outside sales $ 226,949 $ 51,688 $ 278,637 Intersegment sales 5,055 687 5,742 Total sales 232,004 52,375 284,379 Operating income 26,158 3,602 29,760 below presents a reconciliation of segment operating income to consolidated operating income: 2015 $ 29,760 $ 21,614 (6,378 ) (4,392 ) (2,768 ) (1,659 ) $ 20,614 $ 15,563 First Quarter Ended (thousands) Mar. 26, 2017 Mar. 27, 2016 Operating income for reportable segments $ 34,779 $ 29,760 Unallocated corporate expenses (6,679 ) (6,378 ) Amortization (4,185 ) (2,768 ) Consolidated operating income $ 23,915 $ 20,614 13.13. PROGRAMSPROGRAMSRepurchases of the Company’s common stock made under the 2013 Repurchase Plan for the years ended December 2015, 2014 and 2013 and during the first quarter of 2016 are as follows: 610,995 $ 6,078 $ 9.95 517,125 13,928 26.93 618,557 22,637 36.60 70,636 2,865 40.56 1,817,313 $ 45,508 $ 25.04 shares repurchased under the 2016 Repurchase Planstock repurchases in the first quarter of 2016. Shares Total Cost Average Price Year Repurchased (in thousands) Per Share 2013 Repurchase Plan: 2013 610,995 $ 6,078 $ 9.95 2014 517,125 13,928 26.93 2015 618,557 22,637 36.60 2016 70,636 2,865 40.56 Total under 2013 Repurchase Plan 1,817,313 45,508 25.04 2016 Repurchase Plan 50,102 2,349 46.88 Total under 2013 and 2016 Repurchase Plans 1,867,415 $ 47,857 $ 25.63 14.14. RELATED PARTY TRANSACTIONS 2016,2017, the Company entered into transactions with companies affiliated with twothree of its independent Board members. The Company purchased approximately $0.1$1.0 million of corrugated packaging materials from Welch Packaging Group, an independently owned company established by M. Scott Welch who serves as theits President and CEO. In addition, in the first quarter of 2016, theThe Company also sold approximately $0.4$0.7 million of various fiberglass and plastic components and wood products to Utilimaster Corporation,Spartan Motors USA, Inc., a subsidiary of Spartan Motors, Inc. John A. Forbes serves as the President of Utilimaster.the Utilimaster business unit of Spartan Motors USA, Inc. In addition, the Company sold approximately $0.1 million of RV component products to DNA Enterprises, Inc. ("DNA"). Walter E. Wells' son serves as the President of DNA.onpage 28on page 27 of this Report. The Company undertakes no obligation to update these forward-looking statements.27, 201626, 2017 Compared to 201527, 201626, 2017 Compared to 2015OVERVIEW OFSummary20162017 reflected a strong start to the year in all three of our primary end markets, marked by a continuation of steady growth in the recreational vehicle (“RV”) market, which includes growth in both towables and motorized units, strong growth in the manufactured housing ("MH") market, and improving conditions in the industrial markets, as evidenced by year-to-date growth in new housing starts. In addition,starts and an increase in construction spending. As it relates to the manufactured housing (“MH”) market continued to reflect solid improvement in the quarter based on the growth rate in estimated wholesale industry shipments surpassing that of the most recent quarters. We are seeing resilience, in particular in the RV market,correlation between retail inventories and overall balance relatedproduction levels, industry reports and dealer surveys continue to indicate RV dealer inventory levels when compared toare in line with anticipated retail demand as original equipment manufacturer (“OEM”manufacturers ("OEMs") production levels. Overall, weand dealers are adding capacity where necessary to meet growing demand. We have continued to capture market share through our strategic acquisitions, line extensions, and the introduction of new and innovative products, which resulted in our overall sales levels in the first quarter of 20162017 increasing beyond the general industry results. We expect the three primary markets that we serve to experience continued growth in the remainder of 20162017 with full year seasonal pattern tracking trends consistent with the prior year.78%76% of the Company’s first quarter 20162017 sales, continued to strengthen as evidenced by higher OEM production levels and wholesale unit shipments versus the prior year. According to the Recreational Vehicle Industry Association (“RVIA”), as noted in its March 2017 Market Report, wholesale shipment levels reached 108,195120,866 units in the first quarter of 2016,2017, representing an increase of approximately 11%12% versus the prior year period. Recent acquisitions, new product offerings, andConsistent with 2016 shipment trends, the ongoing strength of retail RV sales in both the towables and motorized sectors have led to a significant increase in our net sales in the first quarter of 2016.Since the beginning of April 2015, we have seen a shift in the RV industry towards a larger concentration of entry levelwholesale shipments was led by travel trailers which increased 12%, and lower priced towablesmaller motorized units particularly in the travel trailer sector,(Class B and C) which has impacted our overall dollar content per unit growth in the short-term. We do, however, expect these mix shift trends to reverse in the long term as consumers look to add more amenities and upgrade their units over time. Further, we believe this mix shift is reflective of the continuing influx of younger and first-time consumers entering the market, as supported by recent dealer surveys, thus broadening the market’s foundation and extending the opportunity for future long-term industry growth. Additionally, we believe our commitment to quality customer service and our large complement of innovative product lines at various price points position us to address our customers’ changing needs and buying patterns.As it relatesincreased 33%, compared to the correlation between retail inventories and overall production levels, industry reports and dealer surveys continue to indicate RV dealer inventory levels are in line with anticipated retail demand, representing continued balance within the industry.prior year periods. Based on the most recent available industry-wide survey data, in the first two months of 2016,2017, combined domestic and Canadian retail sales were up 7%10% year-over-year compared to wholesale production which was up approximately 11%9% over the same two-month period. We generally seeexceed retail sales in the first part of the calendar year as the retail selling season ramps up for the late first quarter and second quarter peak. Despite the RV industry approachingsurpassing all prior wholesale production peaks, we continue to believe the future looks promising for the RV industry based on a number of factors including: positiveage, readilyage;newand improving consumer credit;market, increasingmarket; valuestrong demographic indicators mentioned above point to a generally positive long-term outlookCompany believes continued growth in industry-wide retail sales and the related production levels of RVs in the remainder of 2017 will be dependent on the overall perception of the economy, consumer confidence levels, the domestic political and governmental environment, and equity securities market trends. On a macroeconomic level, as consumer confidence has generally trended higher over the last six to seven years, there has been a consistent trend of year-over-year increases in RV market, notwithstanding any major global events.11%13% of the Company’s first quarter 20162017 sales. Based on industry data for the months of January and February 20162017 and our Company forecast for the month of March, we estimate MH wholesale unit shipments increased by approximately 18%20% in the first quarter of 20162017 versus the prior year, representing the second highest quarter-over-quarter increase since 2012. While we believe the MH industry has several hurdles to overcome related to the lack of financing alternatives, current credit standards and requirements, slow jobWe currently expect steady growth and limited access to the asset backed securities market, we are optimistic about the long-term potential in this industry as pent up demand continues to be created based on improving consumer credit, rising rents,market for the remainder of 2017 with growth rates and capacity constraints in multi-family housing.The MH industry is adapting to younger buyers focused on valueseasonality consistent with recent years and quality by concentrating on affordable energy efficient homes for both entry level participants and those looking to downsize from traditional stick built housing to allow flexibility and convenience. We expect to see continued year-over-year improvement with limited risk in the near term and believe that there is the potential for this market to grow at a much higher rate in the future, especially given historical trends when compared to residential housing starts. We believe we are well positionedwell-positioned to capitalize on the upside potential of the MH market, especially given the combination of our nationwide geographic footprint, available capacity in our current MH concentrated locations, and our current content per unit levels.20162017 sales, and is comprised primarily of the kitchen cabinet industry, retail and commercial fixtures market, office and household furniture market and regional distributors, is primarily impacted by macroeconomic conditions and more specifically, improving conditions in the residential housing market. The Company’s industrial sales have increased over the last several years, reflecting both acquisition and organic growth, the additionexpansion into new commercial markets, the introduction of new sales territories over the past two years, and a focus on opportunities in the commercial markets. We estimate approximately half of our industrial revenue base was directly tiedproduct lines related to the residential housing market in the first quarter of 2016 where new housing starts increased approximately 14% compared to the prior year period (as reported by the U.S. Department of Commerce). The remaining half of our industrial business is directly tied to the commercial markets, mainly in the retail fixture, institutional and commercial furnishings markets. Our sales to the industrial market generally lag new residential housing starts by six to nine months.In order to offset some of the impacts of the weakness in the residential housing market in recent years, we have focused on diversification efforts, strategic acquisitions and increasednew product development, and the penetration intoof adjacent markets and new geographic regions. Additionally, the commercial and multi-family housing markets with the addition of new sales territories and personnel. Additionally, we haveCompany has targeted certain sales efforts towards market segments that are less directly tied to new single and multi-family home construction, including the marine, retail fixture, and office, furniture,medical, and countertopinstitutional furnishings markets. Asresult, we have seenU.S. Department of Commerce release dated April 18, 2017). The remaining 46% of our industrial business is directly tied to the marine market and the commercial markets, mainly in the retail fixture, institutional and commercial furnishings markets. The Company believes there is a shiftdirect correlation between the demand for its products in our product mix, which has had a positive impact on revenue fromthe residential housing market and new residential housing construction and remodeling activities. Sales to the industrial markets. In addition, we believemarket generally lag new residential housing starts by six to nine months.Fiscal 2016 Outlook20162017 compared to the prior year, and we expect to see continued growth throughout the remainder of 2017 with full year seasonal patternpatterns tracking trends consistent with the prior year. While the ongoing trend involving a shift in buying patterns towards smaller and more moderately priced towables and motorized units continues to moderately impact the Company's overall dollar content per unit growth in the short-term, the Company views this shift as a positive indicator of a broadening consumer base and an opportunity for long-term industry growth. As the RV lifestyle continues to attract new buyers to the market, the RVIA has forecasted that RV unit shipment levels in 20162017 will increase approximately 2%3.5% when compared to the full year 2015.2016 supported by strong retail shows and favorable demographic patterns. In addition, we are currently forecasting an approximate 10% annual growth rate in MH wholesale unit shipments for fiscal 2017 based on improvements in the overall economy and consistent with the improvement in single-family residential housing starts as projected by thestarts. The National Association of Home Builders (the “NAHB”(“NAHB”) for the full year 2016, we anticipate a further increase in production levels in the MH industry in 2016, reflecting improvement in the overall economy. Based on the industry’s current annualized run rates, the Company projects wholesale MH unit shipments for full year 2016 to increase by approximately 10% compared to 2015. As(per their housing and interest rate forecast as of April 1, 2016, the NAHBMarch 31, 2017) is currently forecasting an approximate 10%5% year-over-year increase in new housing starts for the full year 2016in 2017 compared to 2015.willcontinuewill continue to review our operations on a regular basis, balance appropriate risks and opportunities, and maximize efficiencies to support the Company’s long-term strategic growth goals. Our team remains focused on strategic acquisitions in our existing, businesses and similar markets,or complementary businesses, expanding operations in targeted regional territories, capturing market share and increasing our per unit content, keeping costs aligned with revenue, maximizing operating efficiencies, focusing on strategic capital expenditures to achieve cost reductions and labor efficiencies, talent management and retention, and the execution of our organizational strategic agenda. Key focus areas for the remainder of 2016 include strategic revenue growth, improved operating income and net income, earnings per share, earnings before interest, taxes, depreciation, and amortization (“EBITDA”), and free cash flow.platform.platform, and we will continue to work to strengthen and broaden customer relationships and meet customer demands with the highest quality service and the goal of continually exceeding our customers’ expectations. The current capital plan for full year 20162017 includes expenditures approximating $10.0of approximately $16.0 million and includesrelated primarily to facility expansion costs outside of our core Midwest market, strategic replacement and upgrading of production equipment to improve efficiencies and increase capacity, and other strategic capital and maintenance expenditures at certain ofimprovements. We will continue to assess our facilities.27, 201626, 2017Compared to 20152016 condensed consolidated statementsCondensed Consolidated Statements of income. 100.0 % 100.0 % 83.7 84.2 16.3 15.8 2.8 3.0 5.1 5.1 1.0 0.7 7.4 7.0 0.6 0.4 2.5 2.5 4.3 4.1 First Quarter Ended Mar. 26, 2017 Mar. 27, 2016 Net sales 100.0 % 100.0 % Cost of goods sold 83.3 83.7 Gross profit 16.7 16.3 Warehouse and delivery expenses 3.0 2.8 Selling, general and administrative expenses 5.5 5.1 Amortization of intangible assets 1.2 1.0 Operating income 6.9 7.4 Interest expense, net 0.6 0.6 Income taxes 1.3 2.1 Net income 5.1 4.7 20162017 increased $55.2$66.8 million or 25%,24% to $278.6$345.4 million from $223.4$278.6 million in the first quarter of 2015.2016. The increase was primarily attributable to a 25%21% increase in the Company’s revenue from the RV industry, a 23%36% increase in revenue from the MH industry, and a 29%35% increase in revenue from the industrial markets.2016 (Parkland2016: Parkland Plastics, Inc. (“Parkland”) and, The Progressive Group (“Progressive”), Cana Holdings, Inc. (“Cana”) and the incremental revenue contributions of the 2015 acquisitions (Better Way Partners,, Mishawaka Sheet Metal, LLC (“MSM”), Vacuplast, LLC d/b/a Better Way ProductsL.S. Manufacturing, Inc. (“Better Way”LS Mfg.”), Structural Composites of Indiana,BH Electronics, Inc. (“SCI”BHE”), and North American Forest Products, Inc. and North American Moulding,Sigma Wire International, LLC (collectively, “North American”)/ KRA International, LLC (together "Sigma/KRA"). The sales improvement in the first quarter of 20162017 is also attributable to: (i) increased RV, MH, and industrial market penetration;penetration including geographic and product expansion efforts; (ii) improved commercial and institutional fixtures sales in the industrial market; (iii) an increase in wholesale unit shipments in the RV and MH industries; and (iv)(iii) improved residential housing starts. Our sales to the industrial market sector, which is primarily tied to the residential housing and commercial and retail fixture markets, generally lag new residential housing starts by approximately six to nine months.Partially offsetting this revenue growth, particularlyRV industry,first quarter of 2017 included $0.3 million related to Medallion Plastics, Inc. ("Medallion"), which was acquired in late March 2017. Revenue in the first quarter of 2016 wasincluded $3.8 million related to the continued mix shift towards a larger concentration of entry level and lower priced unitsacquisitions completed in both the towables and motorized sectors of the industry, which negatively impacted content per unit growth, and price declines in certain more commodity-oriented raw materials passed on to customers that we utilize in our manufacturing processes. In addition, there were some normal competitive pricing situations experienced in the markets in the first quarter of 2016 as a result of model year changeovers.20162017 increased approximately 17%14% to $1,904$2,167 from $1,629$1,904 for the first quarter of 2015.2016. The MH content per unit (on a trailing twelve-month basis) for the first quarter of 20162017 increased approximately 5%14% to an estimated $1,808$2,044 from $1,718$1,787 for the first quarter of 2015.78%76% of the Company’s sales in the first quarter of 2016,2017 saw wholesale unit shipments increase by approximately 11% in that period12% compared to 2015.2016. The Company estimates that the MH industry, which represented 11%13% of the Company’s sales in the first quarter of 2016,2017, experienced an 18%estimated 20% increase in wholesale unit shipments in the first quarter of 2016 compared to the prior year period.year. The industrial market sector accounted for approximately 11% of the Company’s sales in the first quarter of 2016.2017. We estimate that approximately half54% of our industrial revenue base is linked to the residential housing market, which experienced an increase in new housing starts of approximately 14%8% in the first quarter of 20162017 compared to the prior year period (as reported by the U.S. Department of Commerce).$45.3$54.6 million or 24%,23% to $233.3$287.9 million in the first quarter of 20162017 from $188.0$233.3 million in 2015.As2016. As a percentage of net sales, cost of goods sold decreased during the first quarter of 20162017 to 83.3% from 83.7% from 84.2% in 2015.2016.2016 by2017 by: (i) increased revenue relative to our overall fixed overhead costs,costs; (ii) the impact of the timing of acquisitions completed during 20152016 and 2016, the addition of new higher margin product lines,lines; and improved operating efficiencies.(iii) the deployment of strategic capital investments and the implementation of certain workflow changes, which were initiated in the second half of 2016, to automate certain processes, improve efficiencies, expand capacity, and alleviate labor inefficiencies, particularly in certain of our Midwest facilities. In addition, our cost of goods sold$10.0$12.1 million or 28%27%, to $57.5 million in the first quarter of 2017 from $45.4 million in first quarter 2016 from $35.4 million in 2015.2016. As a percentage of net sales, gross profit increased to 16.3%16.7% in the first quarter of 20162017 from 15.8%16.3% in 2015.the same period in 2016. The improvement in gross profit dollars and as athe impact to the percentage of net sales in the first quarter of 20162017 compared to 20152016 reflected the positive impact of the factors discussed above under “Cost of Goods Sold,Sold.” including the positive contribution to gross profit of acquisition-related revenue growth as noted above.Exclusive of any commodity pricing fluctuations, competitive pricing dynamics, or other circumstances outside of our control, we anticipate full year gross margins to increase in 2016 from 2015 as a result of operating leverage from continued expected sales growth, as well as higher gross margins on certain acquisitions completed in 2015 and thus far in 2016 when compared to historical consolidated gross margins. We expect the increase in gross margin in 2016 to be partially offset by lower gross margins on certain other acquisitions completed in 2015 when compared to historical consolidated gross margins.WarehouseWarehouse and Delivery Expenses. Warehouse and delivery expenses increased $1.0$2.6 million or 16%34%, to $10.3 million in the first quarter of 2017 from $7.7 million in first quarter 2016 from $6.7 million in 2015.2016. As a percentage of net sales, warehouse and delivery expenses were 3.0% and 2.8% in the first quarter of 2017 and 2016, respectively.3.0%5.1% in the first quarter 2015.of 2016.decreaseincrease in warehouse and deliverySG&A expenses as a percentage of net sales in the first quarter of 20162017 compared to the prior year period primarily reflected (i) the impact of additional headcount and administrative expenses associated with recent acquisitions, (ii) the additional investment in and costs related to both an expansion of certain leadership roles and to overhead and employee talent and retention to support our continued strategic growth plans in 2017 and beyond, (iii) increased direct ship business in our Distribution segment, a reduction in fuel costs,stock-based and incentive compensation expense designed to attract and retain key employees, and (iv) the impact of acquisitions completed in 2015 and 2016 with lower deliverythat had higher SG&A expenses as a percentage of net sales when compared to the consolidated percentage, and more efficient utilization per delivery truckload. We expect the current reduced level of fuel costs, if sustained throughout 2016, to positively impact our warehouse and delivery expense.Selling, General and Administrative (SG&A) Expenses. SG&A expenses increased $2.7 million or 24%, to $14.2 million in first quarter 2016 from $11.5 million in 2015. The net increase in SG&A expenses in the first quarter reflected the impact of additional headcount and administrative expenses associated with recent acquisitions and increased stock-based and incentive compensation expense designed to attract and retain key employees. As a percentage of net sales, SG&A expenses were 5.1% in the first quarter of 2016 and 5.2% in the same period of 2015.Assets.Assets.Amortization of intangible assets increased $1.1$1.4 million in the first quarter of 20162017 compared to the prior year period, primarily reflecting the impact of the acquisitions completedbusinesses acquired in 2015 (Better Way, SCI and North American) and in the first quarter of 2016 (Parkland and Progressive).2016. In the aggregate, in conjunction with the 20152016 and 20162017 acquisitions, the Company recognized an estimated $62.4$57.8 million in certain finite-lived intangible assets that are being amortized over periods ranging from two to 10 years.$5.0$3.3 million or 32%16%, to $23.9 million in the first quarter of 2017 from $20.6 million in first quarter 2016 from $15.6 million in 2015.2016. As a percentage of net sales, operating income increaseddecreased to 7.4%6.9% in the first quarter 2016of 2017 from 7.0%7.4% in the same period in 2015.2016. Operating income in the first quarter of 2016 and 2015 included $0.4 million and $0.8 million, respectively, relatedattributable to the acquisitions completed in eachthat period. Operating income associated with the business acquired in the first quarter of those periods.2017 was immaterial. The change in operating income and operating margin is primarily attributable to the items discussed above.expense, net.Expense, Net.Interest expense increased $0.8$0.4 million to $1.6$2.0 million in the first quarter 2016of 2017 from $0.8$1.6 million in the prior year. The change in interest expense primarily reflects increased borrowings primarily to fund acquisitions and increased working capital needs in the first quarter of 2016.2017.36.6%20.2% in the first quarter of 2016.2017. For the comparable 20152016 period, the estimated effective tax rate was 38.0%31.6%. AsThe effective tax rate for both periods reflected the impact of the Company's adoption of a new share-based payment awards accounting standard discussed below in which additional taxable deductions related to excess tax benefits on share-based compensation of $3.7 million and $0.9 million were recorded as a reduction to income tax expense upon realization in the first quarter of 2017 and 2016, respectively. Exclusive of the impact relating to the share-based payment awards in the first quarter of 2017, we continueanticipate our full year 2017 effective tax rate to refine ourbe approximately 36.5%.factors, we could experience fluctuations in our combined effective income tax rate from period to periodfactors; and for(iv) the remaindertiming of 2016.In the first three months of 2016 and 2015, the Company realized approximately $0.9 million and $1.2 million, respectively,recognition of excess tax benefits on stock-based compensation, which had not been recordedrelated to the vesting of share-based payments awards as deferred tax assets at December 31, 2015 and 2014. These tax benefits were recorded to shareholders’ equity upon realization in 2016 and 2015.2016 increased 32% to $12.02017 was $17.5 million from $9.2 million in the first quarter of 2015, while net incomeor $1.12 per diluted share increased 36%compared to $0.80 from $0.59.$13.0 million or $0.85 per diluted share for 2016. The increasechanges in net income for the first quarter of 2016 reflects2017 reflect the impact of the items previously discussed.discussed.The Company’s lamination operations utilize various materials, such as lauan, medium-density fiberboard (“MDF”), gypsum, and particleboard, which are bonded by adhesives or a heating process to a number ofThis segment includes the following divisions: laminated products including vinyl, paper, foil, and high-pressure laminates. These productsthat are utilized to produce furniture, shelving, wall, counter,walls, countertops, and cabinet products, with a wide variety of finishes and textures. This segment also includes the following divisions: cabinet doors, fiberglass bath fixtures, hardwood furniture, vinyl printing, solid surface, granite, and quartz countertop fabrication, RV painting, fabricated aluminum products, simulated wood and stone products, fiberglass and plastic components, softwoods lumber, andcustom cabinetry, polymer-based flooring, electrical systems components including instrument and dash panels, and other products. Patrick’s major manufactured products also include wrapped vinyl, paper and hardwood profile mouldings, interior passage doors, slide-out trim and fascia, thermoformed shower surrounds, fiberglass and plastic helm systems and components products, wiring and wiring harnesses, aluminum fuel tanks, CNC molds and composite parts, and slotwall panels and components.27, 201626, 2017 Compared to 20152016whileand gross profit includes the impact of intersegment operating activity. $ 232,004 $ 174,850 52,375 53,842 38,805 28,259 8,612 8,190 26,158 18,321 3,602 3,293 First Quarter Ended (thousands) Mar. 26, 2017 Mar. 27, 2016 Sales Manufacturing $ 291,490 $ 232,004 Distribution 61,521 52,375 Gross Profit Manufacturing 48,059 38,805 Distribution 10,483 8,612 Operating Income Manufacturing 31,069 26,158 Distribution 3,710 3,602 ManufacturingSales.Sales.Sales increased $57.2$59.5 million or 33%26%, to $291.5 million in the first quarter of 2017 from $232.0 million in first quarter 2016 from $174.8 million in 2015.2016. This segment accounted for approximately 81%82% of the Company’s consolidated net sales for the first quarter of 20162017, and 76%81% for the first quarter of 2015.2016. In the first quarter of 2016,2017, the sales increase reflected a 35%23% increase in the Company’s revenue from the RV industry, a 32%50% increase in revenue from the MH industry, and a 24% increase in revenue from the industrial markets.2016 was largely attributable to the 2016 acquisition of Parkland and to the incremental contribution of acquisitions completed in 2015. The sales improvement was2017 is also attributable to: (i) increased RV, MH, and industrial market penetration;penetration including geographic and product expansion efforts; (ii) an increase in wholesale unit shipments in the RV and MH industries of 11%industries; and 18%, respectively,(iii) improved residential housing starts.2016;2017 and (iii) improved commercial2016 included $0.3 million and institutional fixtures business$2.4 million, respectively, attributable to the acquisitions completed in the industrial markets. Partially offsetting this revenue growth, particularly in the RV industry,each of those periods.2016, was the continued mix shift towards a larger concentration of entry level and lower priced units, in both the towables and motorized sectors, which negatively impacted content per unit growth, and price declines in certain more commodity-oriented raw materials passed on to customers that we utilize in our manufacturing processes.Gross Profit. Gross profit increased $10.5 million to2017 from $38.8 million in the first quarter 2016 from $28.3 million in first quarter 2015.of 2016. As a percentage of sales, gross profit increaseddecreased to 16.7%16.5% in first quarter 20162017 from 16.2%16.7% in 2015. Gross profit for2016.2016 improved primarily as a result of: (i) the addition of new, higher margin product lines; (ii) the impact of acquisitions completed during 2015 and 2016; (iii) higher revenue relative to overall fixed overhead costs; and (iv) improved operating efficiencies.Operating Income.Operating income increased $7.9 million to2017 from $26.2 million in first quarter 2016 from $18.3 million in the prior year. The improvement in operating income primarily reflects the increase in gross profit mentioned above. Operating income in the first quarter of 2016 and 2015 included $0.3 million and $0.8 million, respectively, relatedattributable to the acquisition(s)acquisitions completed in eachthat period. Operating income associated with the business acquired in the first quarter of those periods.2017 was immaterial. The change in operating income is primarily attributable to the items discussed above.DistributionSales.Sales.Sales decreased $1.4increased $9.1 million or 3%18%, to $52.4$61.5 million in the first quarter of 20162017 from $53.8$52.4 million in 2015.2016. This segment accounted for approximately 19%18% of the Company’s consolidated net sales for the first quarter of 20162017, and 24%19% for the first quarter of 2015. In2016. The sales increase in the first quarter of 2016, the sales decrease resulted from a 9% decrease2017 largely reflected an increase in the Company’s revenue from the RV industry that primarily reflected the continued mix shift towards a larger concentration of entry level and lower priced unitsindustrial markets. Revenue in both the towables and motorized sectors of the industry, which negatively impacted content per unit growth. The sales decrease was partially offset by an 11% increase in revenue from the MH industry, which reflected an estimated 18% increase in wholesale unit shipments.The acquisition of Progressive, which was completed in the latter half of the first quarter of 2016 contributed approximatelyincluded $1.4 million attributable to total salesthe acquisition completed in that period. The acquisition completed in the Distribution segment. The acquisitions completed in 2015 were allfirst quarter of 2017 was related to the Manufacturing segment, and therefore there was no impact from these acquisitionsthis acquisition on revenues in the Distribution segment.$0.4 $1.9 million to $10.5 million in the first quarter of 2017 from $8.6 million in the first quarter 2016 from $8.2 million in 2015.of 2016. As a percentage of sales, gross profit wasincreased to 17.0% in the first quarter of 2016 from 16.4% in first quarter 2016 compared to 15.2% in 2015.2016. The increase in gross profit as a percentage of sales for the first quarter of 20162017 is primarily attributable to the strategic exit of certain negative or lower margin product lines within several of ourthe Company's distribution businesses.2016 increased $0.3 million toof 2017 from $3.6 million from $3.3 million in 2015.the prior year. Operating income attributablerelated to the Progressive acquisition, which was completedbusiness acquired in the latter half of the first quarter of 2016 was immaterial. The acquisitionsacquisition completed in 2015 were allthe first quarter of 2017 was related to the Manufacturing segment, and therefore there was no impact from these acquisitionsthis acquisition on operating income in the Distribution segment. The changeoverall net improvement in operating income isin the first quarter of 2017 primarily attributable toreflects the items discussed above.increase in gross profit mentioned above that was partially offset by the impact of an acquisition completed in 2016 that had a higher SG&A expense profile than that of the Company on a consolidated basis.20162017 increased $2.0$0.3 million to $6.4$6.7 million from $4.4$6.4 million in the comparable prior year period. Unallocated corporate expenses in both the first quarter of 2017 and 2016 included the impact of an increase in administrative wages, incentives and payroll taxes, and additional headcount associated with the 20152017 acquisition and the 2016 acquisitions.providedused by operating activities was $14.0$10.9 million in the first three months of 20162017 compared to net cash usedprovided of $2.8$15.5 million in 2015.2016. Net income was $12.0 million in the first quarter of 2016 compared to $9.2 million in 2015. Net of acquisitions, trade receivables increased $25.1$17.5 million in the first three months of 20162017 compared to $13.0 million in 2016. Net of acquisitions, trade receivables increased $53.1 million in the first three months of 2017 and $31.7$25.1 million in the same period of 2015,2016, reflecting increased sales levels and normal seasonal trends in each of those periods, including the post-acquisition sales increases of the acquisitions completed in 2017, 2016 and 2015, and 2014. In addition, operating cash flows relatedas well as the timing of certain customer payments. Due to trade receivables in the first three months of 2015 was partially impacted by the timing of the end of our fiscal quarterquarters compared to the payment cycles of certain of our customers.and $1.3 million in the comparable 2015 period,respectively, primarily reflecting higherthe sales volumes and related higher inventory levels associated with acquisitions completed in 2016, 2015 and 2014. We will continue to drive increased inventory turn levels in the remainder of 2016 as we continue to work togetheracquisitions. The Company continually works with its key suppliers to match lead-time and minimum order requirements, although weit may see fluctuations in inventory levels from quarter to quarter as a result of taking advantage of strategic buying opportunities.$18.9$16.0 million net increase in accounts payable, and accrued liabilities and other in the first three months of 20162017 and the $12.1$19.4 million net increase in the comparable 20152016 period, primarily reflected the increased level of business activity, the timing and impact of acquisitions, completed in 2015, and ongoing operating cash management.$0.1 million and $1.7$0.3 million in the first quarter of 2017. For the comparable period in 2016, and 2015, respectively.the Company paid income taxes of $0.1 million. Due to the timing of tax payments, the Company paid an additional $5.7$6.2 million in income taxes in April 2017 (the beginning of the Company's 2017 second fiscal quarter) and $5.7 million in April 2016 (the beginning of the Company’sCompany's 2016 second fiscal quarter).$2.0 million in April 2015 (the beginning2016 reflect the impact of the Company’s 2015 second fiscal quarter). The Company had various state NOLsCompany's adoption of approximately $0.7 million at December 31, 2015, ofthe share-based payment awards accounting standard in which approximately $0.6 million were remaining to be utilized as of March 27, 2016. In 2016 and 2015, the Company made quarterly estimated tax payments consistent with its expected annual 2016 and 2015 federal and state income tax liability.In the first quarter of 2016 and 2015, the Company realized approximately $0.9 million and $1.2 million, respectively, of additional taxable deductions related to excess tax benefits on stock-basedshare-based compensation which had not beenof $3.7 million and $0.9 million were recorded as deferreda reduction to income tax assets at December 31, 2015 and 2014. These tax benefits were recorded to shareholders’ equityexpense upon realization in the first quarterthree months of 2017 and 2016, and 2015.Investing activitiesIn May 2017 (the second fiscal quarter of 2017), the Company used cash of $41.4$73.5 million in the first three months of 2015 primarily to fund the Better Way acquisition for $39.6 million,of Leisure Product Enterprises, LLC, a group of three manufacturing companies primarily serving the marine and forindustrial markets.$1.9 million.The capital plan for full year 2016 includes spendingup to approximately $16.0 million related primarily to facility expansion costs outside of our core Midwest market, strategic equipment replacement and upgradesupgrading of production equipment to improve efficiencies and increase capacity, and other strategic capital and maintenance expenditures at certain of our facilities. Our current operating model forecasts capital expenditures for fiscal 2016 of approximately $10.0 million.FinancingFinancing Activities$35.7$29.0 million in the first three months of 20162017 compared to $44.2$34.2 million in the comparable 20152016 period. As of March 27, 2016,26, 2017, availability under the 2015 Revolver (as defined herein) was $67.2 million (including, net of cash on hand, was $247.1 million.$10.7 million).Total2017 the Company completed a public offering of 1,350,000 shares of its common stock. The net proceeds from the offering of $93.6 million were used to pay down a portion of the Company's outstanding indebtedness. The net payments on the 2015 Revolver were $60.7 million in the first three months of 2017.for fundingto fund the Progressive and Parkland and Progressive acquisitions, stockacquisitions. Stock repurchases and capital expenditures, totaling $42.2were $2.9 million in the aggregate.$2.7$3.9 million in principal on its Term Loan (as defined herein) on March 31, 201628, 2017 (beginning of fiscal second quarter 2016)2017).In the first three months of 2015, long-term debt borrowings, net of debt repayments, were $48.7 million and included borrowings on the revolving line of credit under the Company’s then existing credit facility to fund the Better Way acquisition, stock repurchases and capital expenditures, totaling $47.1 million in the aggregate.Cash flows related to financing activities in both the first three months of 2016 and 2015 also included $0.9 million and $1.2 million, respectively, related to the realization of excess tax benefits on stock-based compensation. See the related discussion above under “Cash Flows – Operating Activities” for additional details.Capital Resources(“Fifth Third”), Key Bank National Association, (“Key Bank”), Bank of America, N.A., and Lake City Bank as participants, to expand its senior secured credit facility to $250.0 million and extend its maturity to 2020 (the “2015 Credit Facility”). The 2015 Credit Facility initially was comprised of a $175.0 million revolving credit loan (the “2015 Revolver”) and a $75.0 million term loan (the “Term Loan”). The 2015 Credit Agreement amends and restates the Company’s previous credit agreement entered into in 2012. The 2015 Credit Agreement is secured by substantially all personal property assets of the Company and any domestic subsidiary guarantors.At March 27,$67.0$82.7 million outstanding under the Term Loan and $175.2$129.8 million outstanding under the 2015 Revolver.27, 201626, 2017 reporting date, the Company was in compliance with both of these financial debt covenants as required under the terms of the 2015 Credit Agreement. The required maximum consolidated total leverage ratio and the required minimum consolidated fixed charge coverage ratio compared to the actual amounts as of March 27, 201626, 2017 and for the fiscal period then ended are as follows: 3.00 2.00 1.50 4.82 Required Actual Consolidated total leverage ratio (12-month period) 3.00 1.31 Consolidated fixed charge coverage ratio (12-month period) 1.50 4.04 27, 2016;26, 2017; and (3) the composition of the calculation of both the consolidated total leverage ratio and the consolidated fixed charge coverage ratio is included in Note 9 to the Condensed Consolidated Financial Statements.$300.0$450.0 million (effective as of March 17, 2017) and are subject to variable rates of interest. The unused availability under the Credit Facility as of March 27, 2016 was $67.2 million, including cash on hand. For the first three monthsquarter of 20162017 and for the fiscal year ended December 31, 20152016, we were in compliance with all of our debt covenants under the terms of the credit agreement in effect at each reporting date.2016,2017, our management team is focused on increasing market share, maintaining margins, keeping costs aligned with revenue, further improving operating efficiencies, managing inventory levels and pricing, and acquiring businesses and product lines that meet established criteria. In addition, future liquidity and capital resources may be impacted as we continue to make targeted capital investments to support new business and leverage our operating platform and to repurchase common stock in conjunction with the Company’s new stock repurchase program announced in January 2016.accordingly.Weaccordingly. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions, and other relevant circumstances.2015. generally have been at thetheir highest levels when the climate is moderate. Accordingly, the Company’s sales and profits had generally been the highest in the second quarter and third quarters.lowest in the fourth quarter. Seasonal industry trends in the past several years have included the impact related to the addition of major RV manufacturer open houses for dealers toin the SeptemberSeptember/October timeframe, wherebyresulting in dealers are delaying purchases until new product lines are introduced at these shows. This has resulted in seasonal softening in the RV industry beginning in the third quarter and extending through October, and when combined with our increased concentrationresulting in the RV industry, led to a seasonal trend pattern in which the Company achieves its strongest sales and profit levels in the first half of the year.2015,2016, and in the Company's Form 10-Qs for subsequent quarterly periods, which are filed with the SEC and are available on the SEC’s website at www.sec.gov.ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 27, 2016,26, 2017, our total debt obligations under our 2015 Credit Agreement were under either LIBOR-based or prime rate-based interest rates. A 100 basis point increase in the underlying LIBOR and prime rates would result in additional annual interest cost of approximately $2.4$2.1 million, assuming average borrowings, including the Term Loan, subject to variable rates of $242.2$212.5 million, which was the amount of such borrowings outstanding (excluding the reclassification of deferred financing costs associated withrelated to the Term Loan) at March 27, 201626, 2017 subject to variable rates.fiberglassaluminum, and aluminum,petroleum-based products are influenced by demand and other factors specific to these commodities, such as the price of oil, rather than being directly affected by inflationary pressures. Prices of certain commodities have historically been volatile and continued to fluctuate in the first quarterthree months of 2016.2017. During periods of rising commodity prices, we have generally been able to pass the increased costs to our customers in the form of surcharges and price increases. However, there can be no assurance future cost increases, if any, can be partially or fully passed on to customers, or that the timing of such sales price increases will match raw material cost increases. We do not believe that inflation had a material effect on results of operations for the periods presented.ITEM 4. CONTROLS AND PROCEDURESITEM 4. CONTROLS AND PROCEDURES 27, 201626, 2017 or subsequent to the date the Company completed its evaluation, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.ITEM 1A. RISK FACTORSITEM 1A. RISK FACTORS 2015.2016.ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS(a)ITEM 2. None.(b)None.(c)Issuer Purchases of Equity Securities 70,636 $ 40.56 70,636 $ 50,000,000 2,598 32.51 - 50,000,000 11,072 43.44 - 50,000,000 84,306 70,636 (1)Includes commissions paid to repurchase shares as part of a publicly announced plan or program.(2)Represents shares of common stock purchased by the Company for the sole purpose of satisfying the minimum tax withholding obligations of employees upon the vesting of stock awards held by the employees.(3)In the first quarter of 2016, the Company repurchased 70,636 shares of the Company’s common stock at an average price of $40.56 for a total cost of $2.9 million, thereby fully utilizing the authorization under the previous stock repurchase program. In January 2016, the Company’s Board of Directors approved a new stock repurchase program that authorizes the repurchase of up to $50 million of the Company’s common stock over a 24 month-period. There were no shares repurchased under the new stock repurchase program in the first quarter of 2016.Period Total Number of Shares Purchased (1) Average Price
Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program (2) Jan. 1 - Jan. 22, 2017 15,433 $ 78.20 — $ 47,651,077 Jan. 23 - Feb. 26, 2017 21,979 82.65 — 47,651,077 Feb. 27 - Mar. 26, 2017 — — — 47,651,077 37,412 — ITEM 6. EXHIBITSExhibitsITEM 6. Description31.1Exhibits (1) 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer 31.2 31.232 32101 101101.INS101.INS XBRL Instance Document SIGNATURES (Registrant) Date: May 4, 2017 By: Date:May5, 2016By:Todd M. ClevelandChief Executive OfficerDate:May5, 2016By:/s/ Joshua A. BooneJoshua A. BooneVice President-Finance Todd M. Cleveland Chief Executive Officer Date: May 4, 2017 By: /s/ Joshua A. Boone Joshua A. Boone