Q uAlit y Co m po n ents foR ReCRe Ati o nAl
Veh i Cles An d mAn u fACtuR ed h o m es
2 0 1 1 A n n u Al R e p o R t
Drew Industries Incorporated is a leading supplier of
components for recreational vehicles and manufactured
homes. Drew operates through two wholly-owned
subsidiaries, Lippert Components, Inc. and Kinro, Inc.
From 30 factories located throughout the United States, Drew supplies the
leading manufacturers of recreational vehicles and manufactured homes.
In addition, Drew manufactures components for buses, trailers used to haul
boats, livestock, equipment and other cargo, truck caps and modular housing.
In 2011, the RV Products Segment accounted for 84 percent of Drew’s con
solidated net sales, of which approximately 90 percent were of components
sold to manufacturers of travel trailer and fifthwheel RVs. The Manufactured
Housing Products Segment accounted for 16 percent of Drew’s consolidated
net sales.
Management of Drew is committed to acting ethically and responsibly, and
to providing full and accurate disclosure to the Company’s stockholders,
employees and other stakeholders.
Drew’s proDucts incluD e:
Steel chassis
Vinyl and aluminum windows and screens
RV slideout mechanisms and solutions
Axles and suspension solutions
Furniture and mattresses
Thermoformed bath, kitchen and other products
Manual, electric and hydraulic RV stabilizer and lifting systems
Chassis components
Entry, baggage, patio, and ramp doors
Entry steps
Awnings
Other accessories
F i n a n c i a l D a T a
(In thousands, except per share amounts)
2007
2008(1)
2009(1)
2010
2011
Year Ended December 31,
Operating Data:
Net sales
Goodwill impairment
Executive retirement
Operating profit (loss)
Income (loss) before income taxes
Provision (benefit) for income taxes
Net income (loss)
Net income (loss) per common share:
Basic
Diluted
Financial Data:
Working capital
Total assets
Long-term obligations
Stockholders’ equity
$ 668,625
$ 510,506
$ 397,839
$ 572,755
$ 681,166
$
$
—
—
$ 5,487
$ 45,040
$ 2,667
$
—
$
$
—
—
$
$
—
—
$ 65,959
$ 19,898
$ (35,581)
$ 45,428
$ 63,344
$ 19,021
$ (36,370)
$ 45,210
$ 23,577
$ 7,343
$ (12,317)
$ 17,176
$ 39,767
$ 11,678
$ (24,053)
$ 28,034
$ 48,548
$ 48,256
$ 18,197
$ 30,059
$
$
1.82
1.80
$
$
0.54
0.53
$
$
(1.10)
(1.10)
$
$
1.27
1.26
$
$
1.35
1.34
$ 89,861
$ 84,378
$ 113,744
$ 97,791
$ 345,737
$ 311,358
$ 288,065
$ 306,781
$ 23,128
$ 9,763
$ 8,243
$ 18,248
$ 251,536
$ 258,878
$ 244,115
$ 243,459
$ 85,657
$ 351,083
$ 21,876
$ 277,296
(1) The Company recorded after-tax charges for goodwill impairment of $29.4 million in 2009 and $3.3 million in 2008. In addition, during 2009 and
2008, the Company recorded after-tax expenses of $5.5 million and $1.5 million, respectively, due to plant closings and start-ups, staff reductions
and relocations, increased bad debts, and obsolete inventory and tooling, largely due to the recession related unprecedented conditions in the
RV and manufactured housing industries, as well as executive retirement in 2008.
Excluding these charges, net income was $10.8 million, or $0.50 per diluted share, in 2009, and net income was $16.5 million, or $0.75 per
diluted share, in 2008. For a reconciliation to consolidated results, see Management’s Discussion and Analysis of Financial Condition and
Results of Operations in the 2010 Annual Report on Form 10-K.
Total Sales
(in millions)
Equity Per
Common Share
Year-End
Debt-to-Equity Ratio
$669
$681
$573
$511
$398
$12.03
$11.47
$12.52
$11.11
$11.05(a)
Adjusted Net Income Per
Common Share
(diluted)
$1.80
$1.34
$1.26
$0.75(b)
$0.50(b)
0.1
0.0
0.0
0.0
0.0
07
08
09
10
11
07
08
09
10
11
07
08
09
10
11
07
08
09
10
11
Recreational Vehicle
Products Segment
Manufactured Housing
Products Segment
(a) After payment of a special cash dividend of $1.50 per share in December 2010.
(b) Excludes charges for impairment of goodwill and expenses due to plant closings and start-ups, staff reductions and relocations, increased bad
debts, and obsolete inventory and tooling, largely due to the recession related unprecedented conditions in the RV and manufactured housing
industries in 2008 and 2009, as well as charges for executive retirement in 2008. For a reconciliation to consolidated results, see Management’s
Discussion and Analysis of Financial Condition and Results of Operations in the 2010 Annual Report on Form 10-K.
1
800
700
600
500
400
300
200
100
0
15
12
9
6
3
0
0.10
0.08
0.06
0.04
0.02
0.00
2.0
1.5
1.0
0.5
0.0
T o o u r S T o c k h o l D e r S :
The past year was one of significant growth and progress. During 2011, we invested heavily
in our future by completing five acquisitions which significantly broadened our growth opportunities.
We also increased our capacity, and made significant strides to reduce production costs.
as a result, we enhanced our ability to achieve our long-term goals of 1 growth in our core markets,
2 diversification into adjacent markets utilizing our core competencies and competitive advantages,
and 3 continual improvement in our cost structure and production efficiencies.
GrOWTh IN COrE MarkETS
Growth in sales of components for towable rVs has been a key to Drew’s success over the years. Through
five acquisitions, market share gains, and new product introductions, in 2011 we added $230 to our content
per towable rV produced in the United States. This increased content added nearly $50 million to our 2011
revenues. Our content per manufactured home also increased in 2011, by nearly $200 per home, adding
$10 million in annual revenues. at current sales levels, the acquisitions we completed during 2011 will provide
an additional $50 million of consolidated revenues in 2012, as we will include revenues of the acquired busi-
nesses for the full year.
We also expect that new products we introduced late in 2011, key among them our new rV awning line
of products, will lead to additional content growth in 2012 and beyond. With our strong balance sheet, we
continue to invest in growth; in February 2012, we acquired, for $2 million, an rV entry door manufacturing
operation with annualized sales of $6 million. Growth in sales of components for towable rVs and manufac-
tured homes, remains a major element of our continuing strategy.
2
D r e w I n D u s t r I e s I n c o r p o r a t e D
DIVErSIFICaTION INTO aDjaCENT MarkETS
We have also begun to make progress on our second long-term goal of diversification into adjacent mar-
kets. In recent years, we have capitalized on our core competencies, recognizing that we efficiently produce
quality products, and not just quality products for manufacturers of towable rVs. For example, many of our
products can be sold in the after-market as replacement components for rVs and manufactured homes.
In addition to the after-market sales potential, some of our products, like axles, windows, doors, slide-
outs, furniture, chassis, awnings, and a myriad of others, can be used outside our core markets of towable
rVs and manufactured housing. For example, our products can be used in motorhomes, in cargo, horse and
utility trailers, in truck caps, in buses, and in modular homes.
In 2011, our sales to these adjacent markets increased by $17 million, to $89 million, largely due to
acquisitions. We anticipate that market diversification will provide us with a wealth of opportunities to grow
well into the future. The additional potential for our products in these markets is several hundred million
dollars annually.
In 2011, our plan to address these new markets on a long-term basis was enhanced by the establishment
of two dedicated sales teams: one to focus on adjacent markets, and the other on after-market opportunities.
We expect this effort to increasingly result in profitable new revenue streams in 2012 and beyond.
We have a long track record of increasing market share in our core markets, and by utilizing our key
strengths and competitive advantages, over time we plan to capture meaningful shares in these new
markets, and potentially in other markets we will identify in the future.
COST CONTrOL aND PrODUCTION EFFICIENCIES
Our third long-term goal, controlling costs and maintaining high production efficiencies, has been a
hallmark of our long-term success. Well before the recession, we embarked on a significant cost reduction
program, and eliminated more than $20 million of fixed costs.
3
although in 2011 our fixed costs increased over the prior year, this was largely in response to the $108
million growth in sales we achieved in 2011 through the high level of investments we made. at the same time,
as is typical with acquisitions, new product introductions, and investments in new production capabilities, we
incurred significant start-up costs, which largely offset the early profits from these investments. however, we
are now seeing improvement in the profit returns generated by these investments.
Integration costs related to acquisitions are being substantially reduced and, over the next few quarters, we
expect the investment in our new aluminum extrusion operation to become a source of significant cost savings.
In 2011, we experienced higher than normal production costs at one of our existing product lines, in large
part because of significant market share gains over the last few years that strained our production capacity.
In response, we invested in additional capacity and personnel for this product line. Further, production improve-
ments which were implemented will have long-lasting bottom line benefits. as a result, operating margins in
this product line improved markedly in late 2011 and early 2012.
Our executive compensation plans are designed to reward bottom-line results and return on investment,
and management remains focused on cost control and production efficiencies.
ThE STaTE OF ThE rV aND MaNUFaCTUrED hOUSING INDUSTrIES
another element of our continued success is the long-term health of the primary industries we serve.
While these industries will face challenges in the near term, such as high gas prices, a weak real estate mar-
ket, and a still under-performing economy, the rV and manufactured housing industries have performed well
over the last two years despite similar conditions.
The rV industry enables families to take affordable vacations and provides quality products, as well as
quality time with family. The manufactured housing industry produces affordable homes that provide out-
standing quality and value for the price. We believe that, in the coming years, as consumer confidence improves,
and the real estate market and the economy begin to recover, consumers will increasingly demand the afford-
ability and quality that both industries provide.
4
D r e w I n D u s t r I e s I n c o r p o r a t e D
Leigh J. abrams
Chairman of the Board
FINaNCIaL STrENGTh
Fredric M. Zinn
President and
Chief Executive Officer
Over the last three years, we expended more than $110 million on acquisitions and capital expenditures.
In addition, in December 2010, we returned $33 million to stockholders in the form of a special dividend of
$1.50 per share. Despite these expenditures, at December 31, 2011, we had no debt and $7 million cash, as
well as substantial borrowing capacity through our lines of credit. accordingly, we have the financial and
management ability to respond quickly to opportunities.
EarLY 2012 rESULTS
Drew’s results in early 2012 signal that industry-wide production levels of rVs and manufactured homes
increased in the first quarter of 2012, and provide an early indication that our investments in growth, capacity,
and cost reduction, are yielding results. Drew’s first quarter sales increased markedly in both segments com-
pared to the first quarter of 2011, with consolidated sales increasing approximately 30 percent. In addition, we
are seeing continuing improvements in production efficiencies and cost control, compared to the fourth quar-
ter of 2011.
Our top priority for 2012 is to achieve favorable returns on the investments we’ve made over the last few
years by continuing to focus on cost control, high production efficiencies and market share gains. at the
same time, we will continue to explore expansion opportunities both in our core markets and in adjacent mar-
kets. We look forward to reporting on the status of our progress during the coming year.
We believe the key to accomplishing our long-term goals depends, to a very large extent, on the capabil-
ities, experience and focus of our managers and employees. We are very fortunate to have such a dedicated
group working as a team toward Drew’s continued success.
Leigh J. Abrams
Chairman of the Board
Fredric M. Zinn
President and Chief Executive Officer
5
RV
r e c r e a T i o n a l
V e h i c l e P r o D u c T S
Drew’s RV Products Segment accounted for 84 percent of
consolidated net sales in 2011, of which approximately 90
percent were of components sold to manufacturers of travel
trailer and fifth-wheel RVs.
We continuously respond to the needs of our customers for new
and innovative components. Over the past decade, we have added
a wide array of component offerings for our customers. as a result,
our annual increase in content per towable rV averaged $170 during
this period.
rV ProDucTS SegmenT reVenue
$571m
6
D r e w I n D u s t r I e s I n c o r p o r a t e D
DreW’S Sale S conTenT
Per ToWaBle rV
ProD uceD in DuSTry-WiDe
Peak sales potential is approximately $5,000
per towable RV
$2,398
$2,168
$2,010
$1,847
$1,716
$1,542
$1,374
$1,281
$1,012
$862
$670
$871
$796
$ 663
$1,666
$1,569
$1,330
$1,281
$1,450 $1,429
$1,373
$1,333
01
02
03
04
05
06
07
08
09
10
11
01
02
03
04
05
06
07
08
09
10
11
2500
2000
1500
1000
500
0
2000
1500
1000
500
0
m a n uF a c T u r e D
ho u S i n g P r oD u c T S
MH
DreW’S Sale S conTenT
Per manuFacTureD home
ProD uceD in DuSTry-WiDe
Peak sales potential is approximately $4,500
per manufactured home
$1,666
$1,330
$1,281
$1,450 $1,429
$1,333
$1,569
$1,373
$871
$796
$ 663
$2,398
$2,168
$2,010
$1,847
$1,716
$1,542
$1,374
$1,281
$1,012
$862
$670
01
02
03
04
05
06
07
08
09
10
11
01
02
03
04
05
06
07
08
09
10
11
Drew’s MH Products Segment accounted for 16 percent of
consolidated net sales in 2011.
Since 2001, our content per manufactured home has increased over
$900 per unit, or 137%. Over that same period, industry-wide produc-
tion of manufactured homes declined 73 percent. however, we have
adjusted by closing facilities and reducing fixed costs. as a result, our
Mh Segment operating margin in 2011 was consistent with 2001.
2000
2500
2000
1500
1000
500
0
1500
1000
mh ProDucTS SegmenT reVenue
500
0
$110m
7
O u r r V C H A S S I S p r O d u C t S
HITCH
(not pictured)
The hitch allows the
RV user to haul addi-
tional cargo behind
their RV. Our inte-
grated welded hitch
receivers can haul up
to 3,000 pounds of
additional cargo.
AXLE
We provide a full line
of axles to the RV and
adjacent industries,
utilizing robotic weld-
ers to help ensure
a high degree of
precision.
SUSPENSION
ENHANCEMENT
Our suspension
enhancement prod-
ucts, Equa-FlexTM,
Center PointTM and
TrailairTM, absorb road
shock and vibration,
creating a smoother,
more stable ride.
SLIDE-OUT
MECHANISM
When the RV is parked
and level, the slide-out
mechanism allows the
RV user to add extra
space to various living
quarters in the RV. We
are the industry leader in
slide-out mechanisms,
including the innovative
patent protected
Schwintek slide-out.
STEPS
Our line of manual
and motorized entry
steps for motorhome
and towable RVs
includes single,
double, triple, or quad
retractable steps.
CHASSIS
The chassis is the
foundation for all RVs,
and is one of our core
products. We have
been manufacturing
quality chassis for
the RV industry for
15 years.
LEVELING
We offer a wide array
of leveling and stabi-
lization systems, from
manual, to power, to
digital. Most recently,
we have introduced
the patent pending
Level Up™, the only
automatic 6-point
hydraulic leveling
system.
PIN BOX
The pin box is used
to attach a fifth-wheel
RV to the towing vehi-
cle. We offer a wide
array of pin boxes
which can help reduce
back and forth and
vertical movement
during towing.
O u r r V I N t E r I O r p r O d u C t S
TV LIFTS
FURNITURE
KITCHEN AND BATH PRODUCTS
ELECTRONICS
MATTRESSES
We offer a full line of RV furniture
from the traditional, to the extraor-
dinary. Our space saving solutions
allow RVers the most use of interior
space without sacrificing comfort.
A TV lift raises a TV from the
interior of a cabinet. Using our
patented Schwintek slide-out tech-
nology, we have created a TV lift
that is easy to install, operate and
program. The Schwintek technol-
ogy can also be used for other
applications such as lifting beds
or cabinets.
Our thermoformed kitchen and
bath products include bath
tubs, sinks, shower surrounds
and pans. Our patented Permalux
PlusTM acrylic alloy polymer
offers a more scratch resistant and
harder material than fiberglass
counterparts. Permalux PlusTM
also has a better UV resistance, is
lighter and will not chip or peel
like fiberglass.
Touch your way to the next gen-
eration of multimedia interface
systems. We supply audio, video,
convenience and power electron-
ics to enhance the RV experience,
including our series of Linc wire-
less remote control systems.
We produce a wide variety of
mattresses. We offer standard
to custom mattress sizes from
soft to firm, and memory foam
construction.
O u r r V E X t E r I O r p r O d u C t S
SLIDE-OUT SLEEVES
(not pictured)
The slide-out sleeve covers
the slide-out section of an RV,
providing a virtually maintenance
free cure for leaky slide-outs.
WINDOWS
ENTRY DOORS
ACCESS DOORS
AWNINGS
We offer a full spectrum of win-
dows for RVs, transit and school
buses, truck caps, and trailers
used for hauling cargo and live-
stock. In particular, our bonded
window, with its frameless
design, provides a modern,
sleek look.
We are the leading supplier of
RV entry doors, featuring over
30 innovative improvements intro-
duced over the past 3 years.
Available options include lighted
entry threshold, RV LockTM keyless
entry, EZ Door Latch, security
alarm, friction hinge strutless
doors, and the Illumi-Touch™
door handle.
Storage is an important part of the
RV experience. Our Slam Latch
access door provides an easy to
use latching system, allowing
owners to slam it, and forget it!
Introduced in late 2011, our
new Solera™ awning aims to
be the very best awning on the
market today with several unique
features. One such feature is
our easy to use manual override
system that takes the stress out
of possible power failure.
O u r M A N u F A C t u r E d HO u S I Ng p r O d u C t S
4
WINDOW
ENTRY DOORS
In 2010, the Company introduced
a line of entry doors for manu-
factured homes.
We offer a variety of new and
replacement windows for
manufactured homes. With
manufacturing plants coast to
coast, we provide fast, efficient
service, and we are the leading
supplier of windows to the
manufactured housing industry.
CHASSIS
(not pictured)
The chassis is the foundation
for a manufactured home, and is
one of our core products. We have
been fabricating quality chassis
and chassis parts for the manu-
factured housing industry for over
50 years.
KITCHEN AND BATH PRODUCTS
Our thermoformed kitchen and
bath products include bath tubs,
sinks, shower surrounds and pans.
Our patented Permalux Plus™
acrylic alloy polymer offers a more
scratch resistant and harder mate-
rial than fiberglass counterparts.
Permalux Plus™ also has a better
UV resistance, is lighter and will
not chip or peel like fiberglass.
During 2011, we completed 5 acquisitions, introduced new products, including our new RV awn-
ing line, invested $24 million in capital expenditures, including $11 million for a new aluminum
extrusion operation, and formed dedicated sales teams to focus on adjacent industries and the
aftermarket. Looking forward to 2012 and beyond, we plan to continue our business strategy of
growing RV and manufactured housing content through acquisitions, new product introductions
and market share gains. Further, we have expanded our target markets to include transit and
school buses, specialty trailers, and other adjacent markets which are a natural extension for our
existing products and manufacturing capabilities.
Acquisitions
During 2011, the Company completed acquisitions of five
businesses. These acquisitions expanded the Company’s
product lines, geographic reach and capabilities, both in
its core markets and in adjacent markets.
These businesses added $95 million in annual net
sales, of which $40 million was included in 2011, and,
based on their historical run rates, an addi tional $55 mil-
lion in net sales should be added in 2012. Further, the
Company plans to use its pur-
chasing power and manufactur-
ing capabilities to reduce the
cost structure of the acquired
operations.
nEw Products
In September 2011, the Company launched a newly-
developed line of rV awnings. The awnings are available
in both manual and electric versions. The raw materials,
components, and manufacturing processes used in
manufacturing the awnings are very similar to those the
Company uses extensively in its existing product lines.
The extruded aluminum components used in the awnings
are expected to be produced in the Company’s new alumi-
num extrusion operation. The
Company markets the awnings
directly to rV manufacturers, as
well as through aftermarket
distributors.
2 0 1 1 :
a Ye ar o F
I nvestM ent
Aluminum Extrusion
During 2011, the Company com-
menced an aluminum extrusion
operation, and in january 2012
began full-time production on the
first of three planned presses at
its new aluminum extrusion plant.
The Company anticipates that all
three presses will be in operation
by mid-2012. The extruded alumi-
num components produced will be used in a variety of the
Company’s prod ucts, and the lighter weight and durability
of aluminum is expected to be attractive to manufacturers
of rVs pro viding external sales opportunities. Further, the
Company plans to market extruded aluminum parts to
manufacturers in other industries.
AdjAcEnt mArkEts
And thE AftErmArkEt
In june 2011, the Company
formed a dedicated sales team
to focus on adjacent markets.
The adjacent markets sales
team sells the Company’s com-
ponents to various industries,
including trailers for cargo,
livestock, and equipment, as
well as for ambulances and the transit and school bus
industries. The Company’s net sales to adjacent markets
was $45 million in 2011.
The Company also formed a sales team to focus on
aftermarket business for the Company’s products. Many
of the Company’s existing components, including doors,
windows, mattresses, furniture, leveling devices, suspen-
sion products, slide-out mechanisms, and other accesso-
ries, have significant aftermarket potential with rV and
manufactured home owners directly, and with dealers and
distributors. The Company’s net sales to the aftermarket
was $28 million in 2011.
8
D r e w I n D u s t r I e s I n c o r p o r a t e D
20 11 Fo rm 1 0-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2011
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission file number 001-13646
DREW INDUSTRIES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
200 Mamaroneck Ave.
White Plains, New York
(Address of principal executive offices)
13-3250533
(I.R.S. Employer
Identification Number)
10601
(Zip Code)
(914) 428-9098
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $.01 par value
Name of each exchange
on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232-405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files.) Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229-405 of this chapter) is
not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12(b)-2 of the Exchange Act. Accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes No
The aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the
registrant’s most recently completed second fiscal quarter was $413,884,600. The registrant has no non-voting common stock.
The number of shares outstanding of the registrant’s common stock, as of the latest practicable date (February 29, 2012) was
22,240,211 shares of common stock.
Proxy Statement with respect to the 2012 Annual Meeting of Stockholders to be held on May 24, 2012 is incorporated by
reference into Items 10, 11, 12 and 14 of Part III.
DOCUMENTS INCORPORATED BY REFERENCE
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-K contains certain “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 with respect to financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive position, growth opportunities for existing products, acquisitions, plans and
objectives of management, markets for the Company’s Common Stock and other matters. Statements in this Form 10-K
that are not historical facts are “forward-looking statements” for the purpose of the safe harbor provided by Section 21E
of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 27A of the Securities Act of 1933 (the
“Securities Act”).
Forward-looking statements, including, without limitation, those relating to our future business prospects, net
sales, expenses and income (loss), cash flow, and financial condition, whenever they occur in this Form 10-K are
necessarily estimates reflecting the best judgment of our senior management at the time such statements were made, and
involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by
forward-looking statements. The Company does not undertake to update forward-looking statements to reflect
circumstances or events that occur after the date the forward-looking statements are made. You should consider forward-
looking statements, therefore, in light of various important factors, including those set forth in this Form 10-K, and in
our subsequent filings with the Securities and Exchange Commission (“SEC”).
There are a number of factors, many of which are beyond the Company’s control, which could cause actual
results and events to differ materially from those described in the forward-looking statements. These factors include, in
addition to other matters described in this Form 10-K, pricing pressures due to domestic and foreign competition, costs
and availability of raw materials (particularly steel, steel-based components, and aluminum) and other components,
availability of credit for financing the retail and wholesale purchase of products for which we sell our components,
availability and costs of labor, inventory levels of retail dealers and manufacturers, levels of repossessed manufactured
homes and RVs, changes in zoning regulations for manufactured homes, sales declines in the industries to which we sell
our products, the financial condition of our customers, the financial condition of retail dealers of products for which we
sell our components, retention and concentration of significant customers, the successful integration of recent
acquisitions, interest rates, oil and gasoline prices, and the outcome of litigation. In addition, international, national and
regional economic conditions and consumer confidence affect the retail sale of products for which we sell our
components.
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Item 1. BUSINESS.
Summary
PART I
Drew Industries Incorporated (“Drew” or the “Company” or the “Registrant”) has two reportable
operating segments: the recreational vehicle (“RV”) products segment (the “RV Segment”), and the manufactured
housing products segment (the “MH Segment”). The RV Segment accounted for 84 percent of consolidated net
sales for 2011, and the MH Segment accounted for 16 percent of consolidated net sales for 2011. Approximately
90 percent of the Company’s RV Segment net sales were of products to manufacturers of travel trailer and fifth-
wheel RVs. The balance represents sales of components for motorhomes, truck caps and buses, as well as for
trailers used to haul boats, livestock, equipment and other cargo, and for the aftermarket. Drew’s operations are
conducted through its wholly-owned subsidiaries, Lippert Components, Inc. and its subsidiaries (collectively,
“Lippert”) and Kinro, Inc. and its subsidiaries (collectively, “Kinro”), each of which has operations in both the
RV Segment and the MH Segment.
Over the last fifteen years, the Company acquired a number of manufacturers of components for RVs,
manufactured homes, specialty trailers and adjacent markets, expanded its geographic market and product lines,
consolidated manufacturing facilities, and integrated manufacturing, distribution and administrative functions. At
December 31, 2011, the Company operated 31 manufacturing facilities in 11 states, and achieved consolidated net
sales of $681 million for the year.
The Company was incorporated under the laws of Delaware on March 20, 1984, and is the successor to
Drew National Corporation, which was incorporated under the laws of Delaware in 1962. The Company's
principal executive and administrative offices are located at 200 Mamaroneck Avenue, White Plains, New York
10601; telephone number (914) 428-9098; website www.drewindustries.com; e-mail drew@drewindustries.com.
The Company makes available free of charge on its website its Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K (and amendments to those reports) filed with the SEC as soon as
reasonably practicable after such materials are electronically filed.
Recent Developments
Sales and Profits
In Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
we describe in detail the increase in our sales beginning in 2010 and continuing during 2011, following the
substantial decline in sales in both the RV Segment and the MH Segment during the recession beginning in 2008,
and continuing through the first half of 2009.
Net sales for 2011 reached $681 million, a 19 percent increase over net sales of $573 million in 2010, as
both of the Company’s segments achieved greater net sales growth than the industries they serve. Net sales of the
Company’s RV Segment increased 20 percent, compared to a 7 percent increase in industry-wide wholesale
shipments of travel trailer and fifth-wheel RVs. Approximately 90 percent of the Company’s RV Segment net
sales are components to manufacturers of travel trailer and fifth-wheel RVs. The RV Segment represented 84
percent of consolidated net sales in 2011. Net sales of the Company’s MH Segment increased 16 percent,
compared to a 3 percent increase in industry-wide production of manufactured homes. The MH Segment
represented 16 percent of consolidated net sales in 2011. The Company’s net sales growth outperformed industry-
wide wholesale shipments of RVs and manufactured homes during 2011 primarily because the Company
increased its average product content per unit produced as a result of acquisitions, market share gains and the
introduction of new products. In addition, the Company achieved increased sales of components to other
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industries, such as buses, modular housing, mobile office units, truck caps, and trailers used to haul boats,
livestock, equipment and other cargo.
For 2011, the Company reported net income of $30.1 million, or $1.34 per diluted share. For 2010, the
Company reported net income of $28.0 million or $1.26 per diluted share.
Acquisitions
On January 28, 2011, the Company acquired the operating assets and the business of Home-Style
Industries, and its affiliated companies. Home-Style had annual sales of approximately $12 million comprised
primarily of a full line of upholstered furniture and mattresses primarily for towable RVs in the Northwest U.S.
market. The purchase price was $7.3 million paid at closing. In addition, the Company may pay contingent
consideration based on future sales of existing products in specific geographic regions.
On July 19, 2011, the Company acquired certain assets and business of M-Tec Corporation. The acquired
business had annual sales of approximately $12 million comprised primarily of components for RVs, mobile
office units and manufactured homes. The purchase price was $6.0 million paid at closing. In addition, the
Company may pay contingent consideration based on future sales of existing products.
On August 22, 2011, the Company acquired from EA Technologies, LLC the business and certain assets
of the towable RV chassis and slide-out mechanism operation previously owned by Dexter Chassis Group. The
acquired business had annual sales of more than $40 million. The purchase price was $13.5 million paid at
closing.
On August 29, 2011, the Company acquired the business and assets of Starquest Products, LLC and its
affiliated company. Starquest had annual sales of approximately $22 million, comprised primarily of windows for
truck caps, which are fiberglass enclosures that fit over the bed of pick-up trucks, painted to automotive standards
and designed to exact truck bed specifications. Starquest also manufactures windows and doors for horse trailers
and certain types of buses. The purchase price was $22.6 million paid at closing. In addition, the Company may
pay contingent consideration based on future sales of certain products.
On December 1, 2011, the Company acquired the business and certain assets of M&M Fabricators. M
&M had annualized sales of approximately $3 million, comprised of chassis modification primarily for producers
of transit buses, specialized commercial vehicles, and Class A and Class C motorhome RVs. The purchase price
was $1.0 million paid at closing. In addition, the Company may pay contingent consideration based on future
sales of this operation.
On February 21, 2012, the Company acquired the business and certain assets of the United States RV
entry door operation of Euramax International, Inc. The acquired business had annualized sales of approximately
$6 million. The purchase price was $1.7 million, of which $1.2 million was paid at closing, with the balance to be
paid over the next three years.
Other Developments
In June 2011, the Company announced the formation of two dedicated sales teams to focus, respectively,
on adjacent markets and on aftermarket sales. The adjacent markets sales team sells the Company’s components
to a variety of original equipment manufacturers (“OEMs”) in various industries, including trailers for cargo,
livestock, and equipment, as well as for ambulances and the transit and school bus industries. This sales team sells
all Lippert Components and Kinro products in these markets, including doors, windows, furniture, slide-out
mechanisms, axles, chassis parts and accessories, steel tubing, as well as aluminum extrusion from the Company’s
new aluminum extrusion operation.
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The aftermarket team is devoted to gaining additional aftermarket business for the Company’s products.
Many of the Company’s existing components, including doors, windows, mattresses, furniture, leveling devices,
suspension products, slide-out mechanisms, and other accessories, have significant aftermarket potential with RV
and manufactured home owners directly, and with dealers and distributors.
During 2011, the Company added the capability to extrude aluminum, and in January 2012 began full-
time production on the first of three planned presses at its new aluminum extrusion plant. The Company
anticipates that all three presses will be in operation by mid-2012. The extruded aluminum components produced
will be used in a variety of the Company’s products, and the lighter weight and durability of aluminum is
expected to be attractive to manufacturers of RVs and motorhomes. Further, the Company plans to market
extruded aluminum parts to manufacturers in other industries. Through December 31, 2011, the Company has
expended approximately $11 million for the facility, machinery and equipment, with an additional $3 million in
capital expenditures planned for 2012.
In September 2011, the Company launched a newly-developed line of RV awnings. The awnings are
manufactured in one of the Company’s existing facilities in Goshen, Indiana, and are available in both manual and
electric versions. The raw materials, components, and manufacturing processes used in manufacturing the
awnings are very similar to those the Company uses extensively in its existing product lines. The extruded
aluminum components used in the awnings are intended to be produced in the Company’s new aluminum
extrusion operation. The Company markets the awnings directly to RV manufacturers, as well as through
aftermarket distributors.
RV Segment
Through its wholly-owned subsidiaries, the Company manufactures and markets a variety of products
used in the production of RVs, primarily travel trailer and fifth-wheel RVs, including:
• Towable steel chassis
• Towable axles and suspension solutions
• Slide-out mechanisms and solutions
• Thermoformed bath, kitchen and
other products
• Manual, electric and hydraulic stabilizer
and lifting systems
• Aluminum windows and screens
• Chassis components
• Furniture and mattresses
• Entry, baggage, patio and ramp doors
• Entry steps
• Awnings
• Other accessories
The Company also supplies certain of these products as replacement parts to the RV aftermarket, and to
adjacent markets, including manufacturers of truck caps, buses and trailers used to haul boats, livestock,
equipment and other cargo.
In 2011, the RV Segment represented 84 percent of the Company's consolidated net sales, and 79 percent
of consolidated segment operating profit. Approximately 90 percent of the Company’s RV Segment net sales are
components to manufacturers of travel trailer and fifth-wheel RVs.
Raw materials used by the Company's RV Segment, consisting primarily of steel (coil, sheet, tube and I-
beam), extruded aluminum, glass, fabric and foam are available from a number of sources, both domestic and
foreign.
Operations of the Company's RV Segment consist primarily of fabricating, welding, painting and
assembling components into finished products. The Company's RV Segment operations are conducted at 23
manufacturing and warehouse facilities throughout the United States, strategically located in proximity to the
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customers they serve. Of these facilities, 6 also conduct operations in the Company's MH Segment. See Item 2.
“Properties.”
The Company's RV Segment products are sold primarily to major manufacturers of RVs such as Thor
Industries (symbol: THO), Forest River (a subsidiary of Berkshire Hathaway, symbol: BRKA) and other OEMs,
and, to a lesser extent, to distributors of aftermarket products.
The Company's RV Segment operations compete on the basis of price, customer service, product quality,
and reliability. Although definitive information is not readily available, the Company believes that with respect to
its principal products (i) it is the leading supplier of windows and doors for towable RVs, and the Company’s
market share for most of its towable RV window and door products is approximately 80 percent; (ii) the Company
is the leading supplier of chassis and slide-out mechanisms for towable RVs, and the Company's market share for
chassis and slide-out mechanisms for towable RVs exceeds 90 percent; (iii) the leading suppliers of axles for
towable RVs are the Company, AL-KO Kober Corporation and Dexter Axle Company, and the Company’s
market share for axles for towable RVs is approximately 50 percent; and (iv) its market share for upholstered
furniture for RVs is approximately 45 percent, and the Company competes with several other manufacturers.
The Company’s share of the aftermarket for RV replacement parts cannot be readily determined, but is
currently not significant. The Company’s share of the market for its products in adjacent industries cannot be
readily determined, but is currently not significant.
Detailed narrative information about the results of operations of the RV Segment is included in Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
MH Segment
Through its wholly-owned subsidiaries, the Company manufactures and markets a variety of products
used in the production of manufactured homes and to a lesser extent, modular housing and mobile office units,
including:
• Vinyl and aluminum windows and screens
• Thermoformed bath and kitchen products
• Steel and fiberglass entry doors
• Aluminum and vinyl patio doors
• Steel chassis
• Steel chassis parts
• Axles
The Company also supplies windows, doors, and thermoformed bath products as replacement parts to the
manufactured housing aftermarket.
In 2011, the MH Segment represented 16 percent of the Company's consolidated net sales, and 21 percent
of consolidated segment operating profit. Certain of the Company’s MH Segment customers manufacture both
manufactured homes and modular homes, and certain of the products manufactured by the Company are suitable
for both types of homes. As a result, the Company is not always able to determine in which type of home its
products are installed. The MH Segment also supplies related products to other industries, representing 7 percent
of sales of this segment.
Raw materials used by the Company's MH Segment, consisting primarily of steel (coil, sheet and I-
beam), extruded aluminum and vinyl, glass, and ABS resin, are available from a number of sources, both
domestic and foreign.
Operations of the Company's MH Segment consist primarily of fabricating, welding, thermoforming,
painting and assembling components into finished products. The Company's MH Segment operations are
conducted at 14 manufacturing and warehouse facilities throughout the United States, strategically located in
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proximity to the customers they serve. Of these facilities, 6 also conduct operations in the Company's RV
Segment. See Item 2. “Properties.”
The Company's manufactured housing products are sold primarily to major producers of manufactured
homes such as Clayton Homes (a subsidiary of Berkshire Hathaway, symbol: BRKA), Cavco Industries, Inc.
(symbol: CVCO), Champion Home Builders, Inc. (a private company), Skyline Corporation (symbol: SKY) and
other OEMs, and, to a lesser extent, to distributors of aftermarket products.
The Company's MH Segment competes on the basis of price, customer service, product quality, and
reliability. Although definitive information is not readily available, the Company believes that with respect to its
principal products (i) it is the leading supplier of windows for manufactured homes, and the Company's market
share for windows exceeds 80 percent; (ii) the Company's manufactured housing chassis and chassis parts
operations compete with several other manufacturers of chassis and chassis parts, as well as with builders of
manufactured homes, many of which produce their own chassis and chassis parts, and the Company’s market
share for chassis and chassis parts for manufactured homes is approximately 25 percent; and (iii) the Company’s
thermoformed bath and kitchen unit operation competes with three other manufacturers of bath and kitchen units,
and the Company’s market share for bath and kitchen products in the product lines the Company supplies is
approximately 65 percent.
Detailed narrative information about the results of operations of the MH Segment is included in Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Sales and Marketing
Other than the activities of its sales personnel and maintenance of customer relationships through price,
quality of its products, service, and customer satisfaction, the Company does not engage in significant marketing
efforts, and does not incur significant marketing or advertising expenditures.
The Company has several supply agreements or other arrangements with certain of its customers that
provide for prices of various products to be fixed for periods generally not in excess of eighteen months; however,
in certain cases the Company has the right to renegotiate the prices on sixty-days notice. Both the RV Segment
and the MH Segment typically ship products on average within one to two weeks of receipt of orders from their
customers and, as a result, neither segment has any significant backlog.
Because of the seasonality of the RV and manufactured housing industries, historically the Company’s
operating results in the first and fourth quarters have been the weakest, while the second and third quarters are
traditionally stronger. However, because of fluctuations in RV dealer inventories, and volatile economic
conditions, future seasonal industry trends may be different than in prior years.
Capacity
In 2011, the Company’s facilities operated at an average of approximately 60 percent of their practical
capacity, and typically ran one shift of production per day. Due to seasonal demand, capacity utilization varies
during the year, and also varies significantly by product line and geographic region.
During 2011, the Company experienced higher than usual production costs for one product line, in part
related to increased demand. Significant steps to control those costs were implemented, including adding
production capacity, and improving production flow and material usage. The Company believes it has the ability
to substantially increase production should demand increase further in the RV or manufactured housing industries.
At December 31, 2011, the Company operated 31 facilities, and for most products has the ability to fill
demand in excess of capacity at individual facilities by shifting production to other facilities, but the Company
7
would incur additional freight costs. Capital expenditures for 2011 were $24 million. The ability to expand
capacity in certain product areas, if necessary, as well as the potential to reallocate existing resources, is
monitored regularly by management to help ensure that the Company can maintain a high level of production
efficiencies throughout its operations.
Intellectual Property
The Company holds several United States patents and patent applications that relate to various products
sold by the Company, and has granted certain licenses that permit third parties to manufacture and sell products in
consideration for royalty payments. The Company believes that its patents are valuable, and vigorously protects
its patents when appropriate.
From time to time, the Company has received notices or claims that it may be infringing certain patent or
other intellectual property rights of others, and the Company has given notices to, or asserted claims against,
others that they may be infringing certain patent or other intellectual property rights of the Company. However,
no material litigation is currently pending as a result of these claims.
Regulatory Matters
Windows and entry doors produced by the Company for manufactured homes must comply with
performance and construction regulations promulgated by the United States Department of Housing and Urban
Development (“HUD”) and by the American Architectural Manufacturers Association relating to air and water
infiltration, structural integrity, thermal performance, emergency exit conformance, and hurricane resistance.
Certain of the Company’s products must also comply with the International Code Council standards, such as the
IRC (International Residential Code), the IBC (International Building Code), and the IECC (International Energy
Conservation Code) as well as state and local building codes. Thermoformed bath products manufactured by the
Company for manufactured homes must comply with performance and construction regulations promulgated by
HUD.
Windows and doors produced by the Company for the RV industry are regulated by the United States
Department of Transportation Federal Highway Administration (“DOT”) and the National Highway Traffic
Safety Administration (“NHTSA”) division of the DOT governing safety glass performance, egress ability, door
hinge and lock systems, egress window retention hardware, and baggage door ventilation. Windows produced by
the Company for buses are regulated by the Federal Motor Vehicle Safety Standards.
Trailers produced by the Company for hauling boats, personal watercraft, snowmobiles and equipment
must comply with regulations promulgated by the Federal Motor Vehicle Safety Standards relating to lighting,
braking, wheels, tires and other vehicle systems.
Rules promulgated under the Transportation Recall Enhancement, Accountability and Documentation Act
(the “Tread Act”) require manufacturers of motor vehicles and certain motor vehicle related equipment to
regularly make reports and submit documents and certain historical data to NHTSA to enhance motor vehicle
safety, and to respond to requests for information relating to specific complaints or incidents.
Upholstered products and mattresses produced by the Company for motorized RVs and buses must
comply with Federal Motor Vehicle Safety Standards promulgated by NHTSA regarding flammability. In
addition, upholstered products and mattresses produced by the Company for motorized and towable RVs must
comply with regulations promulgated by the Consumer Products Safety Commission regarding flammability.
Plywood, particleboard and fiberboard used in RV products are required to comply with standards for
formaldehyde emission levels promulgated by the California Air Resources Board and adopted by the Recreation
Vehicle Industry Association (“RVIA”).
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The Company believes that it is currently operating in compliance with applicable laws and regulations
and has made reports and submitted information as required. The Company does not believe that the expense of
compliance with these laws and regulations, as currently in effect, will have a material effect on the Company's
operations, financial condition or competitive position.
The Company’s operations are also subject to certain Federal, state and local regulatory requirements
relating to the use, storage, discharge and disposal of hazardous chemicals used during the manufacturing
processes. Although the Company believes its operations have been consistent with prevailing industry standards,
and are in substantial compliance with applicable environmental laws and regulations, one or more of the
Company’s operating sites, or adjacent sites owned by third-parties, have been affected by releases of hazardous
materials. As a result, the Company may incur expenditures for future investigation and remediation of these sites.
In the past, environmental compliance costs have not had, and are not expected in the future to have, a material
effect on the Company’s operations or financial condition; however, there can be no assurance that this trend will
continue.
Employees
The number of persons employed full-time by the Company and its subsidiaries at December 31, 2011
was 4,130, compared to 3,016 at December 31, 2010. The total at December 31, 2011 included 3,501 in
manufacturing and product research and development, 218 in transportation, 49 in sales, 84 in customer support
and servicing, and 278 in administration. None of the employees of the Company and its subsidiaries are subject
to collective bargaining agreements. The Company and its subsidiaries believe that relations with its employees
are good.
Item 1A. RISK FACTORS.
Industry Risk Factors
Economic and business conditions beyond our control, including cyclicality and seasonality, have had a
significant adverse impact on our earnings, and could negatively impact our future results.
In 2009, a combination of factors, including the weak economy and resulting recession, tight credit,
reduced availability of home equity credit lines, high unemployment, low consumer confidence, and the
deterioration in the real estate and mortgage markets adversely impacted our operating results. As a result of these
conditions, dealers reduced inventories and consumers were cautious about making purchases of discretionary
“big-ticket” items such as RVs and manufactured homes. These conditions abated somewhat during 2010 and
2011, and our net sales in 2010 increased 44 percent compared to 2009, and in 2011 increased 19 percent
compared to 2010. However, if the severity of these conditions resumes or worsens in the future, our earnings
could be significantly impacted. See Item 7. “Management’s Discussion and Analysis of Financial Condition and
Results of Operations.”
The RV and manufactured housing markets have been characterized by cycles of growth and contraction
in consumer demand. Companies in these industries are subject to volatility in sales and operating results due to
external factors such as economic and demographic changes. Consequently, the results for any prior period may
not be indicative of results for any future period.
In addition, the long-term decline in the retail demand and wholesale production of manufactured homes
has reduced the demand for our manufactured housing products. Our annual results of operations could decline if
manufactured housing industry conditions worsen.
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Reductions in the availability of wholesale financing limits the inventories carried by retail dealers of
RVs and manufactured homes, which would cause reduced production of RVs and manufactured homes by our
customers, and therefore reduced demand for our products.
Retail dealers of RVs and manufactured homes generally finance their purchases of inventory with
financing known as floor-plan financing provided by lending institutions. Reduction in the availability of floor-
plan financing has caused, and would cause, many dealers to reduce inventories of RVs and manufactured homes,
which would result in reduced production of RVs and manufactured homes, resulting in reduced demand for our
products.
Moreover, dealers which are unable to obtain adequate financing could cease operations. Their remaining
inventories would likely be sold at deep discounts. Such sales would cause a decline in orders for new inventory,
which would reduce demand for our products.
Conditions in the credit market could limit the ability of consumers to obtain retail financing for RVs and
manufactured homes, resulting in reduced demand for our products.
As a result of the recession and the factors leading to it, significant changes were implemented in the
lending practices of financial institutions, and many lenders restricted loan availability. Restrictions on the
availability of financing for RVs and manufactured homes limited the ability of consumers to purchase RVs and
manufactured homes. Although these conditions have abated somewhat, a return to these conditions would again
limit the ability of consumers to purchase RVs and manufactured homes, resulting in reduced production of RVs
and manufactured homes by our customers, and therefore reduced demand for our products.
Limited availability of retail financing for manufactured homes, and higher costs of financing, limits the
ability of consumers to purchase manufactured homes, which would result in reduced demand for our products.
Loans used to finance the purchase of manufactured homes usually have shorter terms and higher interest
rates, and are more difficult to obtain, than mortgages for site-built homes. Historically, lenders required higher
down payment, higher credit scores and other criteria for these loans. Current lending criteria are higher than
historical criteria, and many potential buyers of manufactured homes may not qualify.
The availability, cost, and terms of these loans are also dependent on economic conditions, lending
practices of financial institutions, government policies, and other factors, all of which are beyond our control.
Reductions in the availability of financing for manufactured homes and increases in the costs of this financing
have limited, and could continue to limit, the ability of consumers to purchase manufactured homes, resulting in
reduced production of manufactured homes by our customers, and therefore reduced demand for our products.
Excess inventories at dealers and manufacturers can cause a decline in the demand for our products.
In response to a decline in retail sales of RVs and manufactured homes, dealers and manufacturers of RVs
and manufactured homes could accumulate excess unsold inventory. Existence of excess inventory has caused,
and would cause, a reduction in orders for new RVs and manufactured homes, which would cause a decline in
demand for our products.
High levels of repossessions of manufactured homes and RVs could cause manufacturers to reduce
production of new manufactured homes and RVs, resulting in reduced demand for our products.
Repossessed manufactured homes and RVs are resold by lenders, often at substantially reduced prices,
which reduces the demand for new manufactured homes and RVs. Economic conditions have resulted, and could
continue to result, in loan defaults and cause high levels of repossessions, which would cause manufacturers to
reduce production of new manufactured homes and RVs, resulting in reduced demand for our products.
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Gasoline shortages, or high prices for gasoline, could lead to reduced demand for our products.
Travel trailer and fifth-wheel RVs, components for which represent approximately 90 percent of our RV
Segment net sales, are usually towed by light trucks or SUVs. Generally, these vehicles use more fuel than
automobiles, particularly while towing RVs. High prices for gasoline, or anticipation of potential fuel shortages,
can affect consumer use and purchase of light trucks and SUVs, which would result in reduced demand for travel
trailer and fifth-wheel RVs, and therefore reduced demand for our products.
The manufactured housing industry has been experiencing a significant long-term decline in shipments,
which may continue.
Our MH Segment, which accounted for 16 percent of consolidated net sales for 2011, operates in an
industry which has experienced a decline in production of new homes since 1998. The downturn was caused, in
part, by limited availability and high cost of financing for manufactured homes, and has been exacerbated by
economic conditions.
Moreover, because of the weak market for conventional housing, retirees may not be able to sell their
primary residence, or may be unwilling to sell at currently depressed prices, and purchase less expensive
manufactured homes. In addition, the availability of foreclosed site-built homes at reduced prices has impacted,
and could continue to impact, the demand for manufactured homes.
If these conditions persist, the manufactured housing industry may not improve significantly in the short-
term. Certain of our manufactured housing customers have experienced financial difficulties and more of our
manufactured housing customers may be similarly affected. These factors could result in reduced demand for
products from our MH Segment, as well as difficulties in collecting accounts receivable.
Changes in zoning regulations for manufactured homes could lead to reduced demand for our products.
Manufactured housing communities and individual home placements are subject to local zoning
regulations. There has been resistance by local property owners and zoning officials to zoning ordinances
allowing the location of manufactured homes in certain areas comprised of conventional residences. Continued
resistance to these zoning ordinances could have an adverse impact on sales and production of manufactured
homes, which would reduce demand for our products.
Company-specific Risk Factors
Volatile raw material costs could adversely impact our financial condition and operating results.
The prices we pay for steel, which represents more than 50 percent of our raw material costs, and other
key raw materials, have been volatile.
Because competition and business conditions may limit the amount or timing of increases in raw material
costs that can be passed through to our customers in the form of sales price increases, future increases in raw
material costs could adversely impact our financial condition and operating results. Conversely, as raw material
costs decline, we may not be able to maintain selling prices consistent with higher cost raw materials in our
inventory, which could adversely affect our operating results.
Inadequate supply of raw materials used to make our products could adversely impact our financial
condition and operating results.
If raw materials or components that are used in manufacturing our products, particularly those which we
import, become unavailable, or if the supply of these raw materials and components is interrupted, our
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manufacturing operations could be adversely affected. The Company currently imports approximately 12 percent
of its raw materials and components.
We are involved in certain litigation, which, if decided against us, could have a material effect on our
financial condition.
A case is pending against Kinro, purporting to be a class action, in which it was alleged that certain
bathtubs manufactured by Kinro for use in manufactured homes failed to comply with certain safety standards
relating to flame spread. Kinro denied the allegations, vigorously defended against the claims and, based on
extensive investigation, believes that the bathtubs were in compliance with applicable regulations. The named
plaintiffs asserted seven claims against Kinro, all of which were dismissed by the Court during the course of the
proceedings. The named plaintiffs appealed to the Ninth Circuit Court of Appeals, they and Kinro filed appeal
briefs, and a decision from the Court of Appeals is pending. Further detail regarding the litigation is provided in
this Form 10-K in Item 3. “Legal Proceedings.”
The loss of any customer accounting for more than 10 percent of our consolidated net sales, and the
consolidation of customers in our industries, could have a material adverse impact on our operating results.
One customer of the RV Segment accounted for 36 percent, and another customer of both the RV
Segment and the MH Segment accounted for 27 percent, of our consolidated net sales in 2011. The loss of either
of these customers would have a material adverse impact on our operating results.
The concentration of sales of our products to fewer customers as a result of consolidation of
manufacturers in the industries we serve could impact our sales prices, which would adversely impact our
operating results.
The financial condition of our customers could adversely impact our financial condition and operating
results.
Financial difficulties experienced by certain of our customers could result in reduced demand for our
products, as well as losses due to the inability to collect accounts receivable.
Competitive pressures could reduce demand for our products.
Domestic and foreign competitors may lower prices on products which currently compete with our
products, or develop product improvements, which could reduce demand for our products. In addition, the
manufacture by our customers of products supplied by us could reduce demand for our products.
Increases in demand could result in difficulty obtaining additional skilled labor, and available capacity
may initially not be utilized efficiently.
During 2011 and 2010, the Company experienced higher than usual production costs largely related to
increased demand for certain of our products. Further, in certain geographic regions in which we have
manufacturing facilities we have experienced shortages of qualified employees. If demand continues to increase,
the Company may not be able to increase production to timely satisfy demand, and may initially incur higher
labor and production costs, which could adversely impact our financial condition and operating results.
If recent acquisitions are not successfully integrated into our operations, our financial condition and
operating results could be adversely impacted.
Since January 1, 2011, we acquired six separate businesses and their related assets. If we are unable to
efficiently integrate these businesses into our existing operations, the attention of our management could be
12
diverted from our existing operations, which could impair our ability to execute our business plans. This could
have a material adverse effect on our financial condition and results of operation.
We have recently entered new markets in order to enhance our growth potential. Uncertainties with
respect to these new markets could impact our operating results.
The Company is a leading supplier of components for RVs and manufactured housing, and currently has a
significant share of the market for certain of its products, which would limit our ability to expand our market
share for those products. We have made investments in order to expand the sale of our products in the RV and
manufactured housing aftermarket, and in adjacent markets beyond RVs and manufactured housing. Lack of
demand for our products in these markets or competitive pressures requiring us to lower prices for our products
would adversely impact our business in these markets and our results of operations.
The loss of any of our key operating management could reduce our ability to execute our business
strategy and could have a material adverse effect on our business and results of operations.
We are dependent to a significant extent upon the efforts of our key operating management. The loss of
the services of one or more of our key operating management could impair our ability to execute our business
strategy, which would have a material adverse effect on our business, financial condition and results of
operations. We are currently discussing with two key executives renewal of their employment agreements which
recently expired.
Item 1B. UNRESOLVED STAFF COMMENTS.
None.
13
Item 2. PROPERTIES.
The Company’s manufacturing operations are conducted at facilities that are used for both manufacturing
and warehousing. In addition, the Company maintains administrative facilities used for corporate and
administrative functions. At December 31, 2011, the Company's properties were as follows:
RV SEGMENT
City
Rialto(1)
Nampa
Twin Falls
Goshen(1)
Goshen
Elkhart
Goshen
Goshen
Elkhart
Goshen
Goshen(1)
Topeka
Goshen
Middlebury(1)
Goshen
Elkhart
Milford
Goshen
Pendleton
Pendleton
McMinnville(1)
Waxahachie(1)
Kaysville
State
California
Idaho
Idaho
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Oregon
Oregon
Oregon
Texas
Utah
Square Feet
56,430
147,000
16,060
459,200
332,953
316,864
144,500
101,960
92,000
87,800
81,200
67,560
65,000
61,113
53,500
50,250
30,000
27,500
56,800
23,777
17,850
43,050
75,000
2,407,367
(2)
Owned
Leased
(1)
(2)
These plants also produce products for the MH Segment. The square footage indicated above represents that portion of the
building that is utilized for the manufacture of products for the RV Segment.
At December 31, 2010, the Company’s RV Segment used an aggregate of 1,527,420 square feet for manufacturing and
warehousing.
14
MH SEGMENT
City
Double Springs
Rialto(1)
Cairo
Fitzgerald
Nampa
Goshen
Middlebury(1)
Goshen(1)
Goshen(1)
Arkansas City
McMinnville(1)
Denver
Chester
Waxahachie(1)
State
Alabama
California
Georgia
Georgia
Idaho
Indiana
Indiana
Indiana
Indiana
Kansas
Oregon
Pennsylvania
South Carolina
Texas
Square Feet
109,000
6,270
105,000
79,000
83,500
110,000
61,113
25,000
14,500
7,800
17,850
40,200
108,600
156,950
924,783
(2)
Owned
Leased
(1)
(2)
These plants also produce products for the RV Segment. The square footage indicated above represents that portion of the
building that is utilized for the manufacture of products for the MH Segment.
At December 31, 2010, the Company’s MH Segment used an aggregate of 894,762 square feet for manufacturing and
warehousing.
ADMINISTRATIVE
City
Phoenix
Goshen
Goshen
Kalamazoo
White Plains
Arlington
State
Arizona
Indiana
Indiana
Michigan
New York
Texas
Square Feet
1,000
15,500
10,000
1,300
4,059
10,473
42,332
Owned
Leased
At December 31, 2011, the Company owned the following facilities not currently used in production,
having an aggregate book value of $10.0 million:
City
Phoenix *
Fontana *
Ocala
Elkhart *
Bristol *
Howe
State
Arizona
California
Florida
Indiana
Indiana
Indiana
Square Feet
61,000
108,800
47,100
100,000
97,500
60,000
* Currently leased to a third party. See Note 14 of the Notes to Consolidated Financial Statements.
15
Item 3. LEGAL PROCEEDINGS.
On or about January 3, 2007, an action was commenced in the United States District Court, Central
District of California, entitled, as amended, Gonzalez and Royalty vs. Drew Industries Incorporated, Kinro, Inc.,
Kinro Texas Limited Partnership d/b/a Better Bath Components; Skyline Corporation, and Skyline Homes Inc.
(Case No. CV06-08233).
The case purported to be a class action. In the course of the proceedings during 2010, the Court dismissed
each of the seven claims asserted by the named plaintiffs. They appealed to the Ninth Circuit Court of Appeals,
plaintiffs and Kinro filed appeal briefs, and a decision from the Court of Appeals is pending.
Plaintiffs alleged that certain bathtubs manufactured by Kinro Texas Limited Partnership, a subsidiary of
Kinro, and sold under the name "Better Bath" for use in manufactured homes, failed to comply with certain safety
standards relating to flame spread established by the U.S. Department of Housing and Urban Development
("HUD"). Plaintiffs alleged, among other things, that sale of these products is in violation of various provisions of
the California Consumers Legal Remedies Act (Cal. Civ. Code Sec. 1770 et seq.), the Magnuson-Moss Warranty
Act (15 U.S.C. Sec. 2301 et seq.), the California Song-Beverly Consumer Warranty Act (Cal. Civ. Code Sec.
1790 et seq.), and the California Unfair Competition Law (Cal. Bus. & Prof. Code Sec. 17200 et seq.).
Plaintiffs sought to require defendants to notify members of the class of the allegations in the proceeding
and the claims made, to repair or replace the allegedly defective products, to reimburse members of the class for
repair, replacement and consequential costs, to cease the sale and distribution of the allegedly defective products,
and to pay actual and punitive damages and plaintiffs' attorneys fees. The Company's liability insurer denied
coverage on the ground that plaintiffs did not sustain any personal injury or property damage.
Kinro conducted a comprehensive investigation of the allegations made in connection with the claims,
including with respect to the HUD safety standards, test results, testing procedures, and the use of labels. In
addition, at Kinro's initiative, independent laboratories conducted multiple tests on materials used by Kinro in the
manufacture of bathtubs, the results of which tests indicate that Kinro's bathtubs are in compliance with HUD
regulations.
If the Court of Appeals reverses the District Court’s rulings, which dismissed all claims asserted by the
named plaintiffs, and if plaintiffs pursue their claims, protracted litigation could result. Although the outcome of
such litigation cannot be predicted, if certain essential findings are ultimately unfavorable to Kinro, the Company
could sustain a material liability. However, based upon all the developments in this case to date, the Company
believes that it will not incur a material liability in connection with this case.
In addition, in the normal course of business, the Company is subject to proceedings, lawsuits and other
claims. All such matters are subject to uncertainties and outcomes that are not predictable with assurance. While
these matters could materially effect operating results when resolved in future periods, it is management's opinion
that after final disposition, including anticipated insurance recoveries in certain cases, any monetary liability or
financial impact to the Company beyond that provided for in the Consolidated Balance Sheets as of December 31,
2011, would not be material to the Company's financial position or annual results of operations.
Item 4. NOT APPLICABLE.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following tables set forth certain information with respect to the Directors and Executive Officers of
the Company as of January 1, 2012. Additional information with respect to the Company’s Directors is included
in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 24, 2012.
16
Name
Position
Edward W. Rose, III
(Age 70)
Leigh J. Abrams
(Age 69)
Fredric M. Zinn
(Age 60)
James F. Gero
(Age 66)
Frederick B. Hegi, Jr.
(Age 68)
David A. Reed
(Age 64)
John B. Lowe, Jr.
(Age 72)
Brendan J Deely
(Age 46)
Jason D. Lippert
(Age 39)
Joseph S. Giordano III
(Age 42)
Scott T. Mereness
(Age 40)
Director since March 1984.
Chairman of the Board of Directors since January 2009. Director since
March 1984.
Chief Executive Officer since January 2009, President and Director since
May 2008.
Lead Director of the Board of Directors since November 2011. Director
since May 1992.
Director since May 2002.
Director since May 2003.
Director since May 2005.
Director since September 2011.
Chief Executive Officer of Lippert Components, Inc. since February 2003,
and Chief Executive Officer of Kinro, Inc. since January 2009. Director
since May 2007.
Chief Financial Officer since May 2008, Treasurer since May 2003.
President of Lippert Components, Inc. and Kinro, Inc. since July 2010.
EDWARD W. ROSE, III, was Chairman of the Board of Directors from March 1984 to December 31,
2008, and Lead Director from January 2009 to November 2011. For more than the past five years, Mr. Rose has
been President and sole stockholder of Cardinal Investment Company, Inc., an investment firm. Mr. Rose also
served as a director of ACE Cash Express, Inc., a publicly-owned company engaged in check cashing services,
until its sale in October 2006. From April 1999 to January 2003, Mr. Rose was a director of TX C.C., Inc., a
privately-owned restaurant chain, against which an involuntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code was filed on February 21, 2003 in the U.S. Bankruptcy Court for the Northern District of Texas.
A plan of reorganization was confirmed on January 28, 2004. Cardinal Investment Company, Inc., of which Mr.
Rose is the sole stockholder, was an indirect General Partner of MJ Designs, L.P., a privately-owned retailer of
arts and crafts products, which filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code in January
2003 in the U.S. Bankruptcy Court for the Northern District of Texas, later converted to a Chapter 7 liquidation.
LEIGH J. ABRAMS, was Chief Executive Officer from March 1984 to December 31, 2008 and President
from March 1984 until May 2008. Since April 2001, Mr. Abrams has also been a director of Impac Mortgage
Holdings, Inc., a publicly-owned company engaged in a mortgage services platform providing solutions to the
mortgage and real estate markets, and Lead Director of Impac Mortgage Holdings, Inc. since June 2004. Mr.
Abrams is a Certified Public Accountant.
FREDRIC M. ZINN, was Executive Vice President from February 2001 to May 2008 and Chief Financial
Officer from March 1984 to May 2008. Mr. Zinn is a Certified Public Accountant.
17
JAMES F. GERO, is a private investor. Since 2004, Mr. Gero has also served as Chairman of the Board
of Orthofix International, N.V., a publicly-owned international supplier of orthopedic devices for bone fixation
and stimulation, and as a director of Intrusion.com, Inc., a publicly-owned supplier of security software.
FREDERICK B. HEGI, JR., is a founding partner of Wingate Partners, a private equity firm, including
the indirect general partner of Wingate Partners II, L.P. Since May 1982, Mr. Hegi has served as President of
Valley View Capital Corporation, a private investment firm. Mr. Hegi is a director of Texas Capital Bancshares,
Inc., a publicly-owned regional bank; and is Chairman of the Board of United Stationers, Inc., a publicly-owned
wholesale distributor of business products. From 1986 until its acquisition in 2007, Mr. Hegi was a director of
Lone Star Technologies, Inc., a diversified publicly-owned company engaged in the manufacture of tubular
products.
DAVID A. REED, is President of Causeway Capital Management LLC, manager of a family investment
partnership. Mr. Reed retired as Senior Vice Chair for Ernst & Young LLP in 2000 where he held several senior
U.S. and global operating, administrative and marketing roles in his 26-year tenure with the firm. He served on
Ernst & Young LLP’s Management Committee and Global Executive Council from 1991-2000. From 2006 until
November 2011, Mr. Reed was a director of Penson Worldwide, Inc., a publicly-owned company engaged in
providing flexible technology-based processing solutions to the investment industry. From 2005 until its
acquisition in 2007, Mr. Reed was a director of Lone Star Technologies, Inc., a diversified publicly-owned
company engaged in the manufacture of tubular products.
has
JR.,
JOHN B. LOWE,
national
been Chairman
mechanical/electrical/plumbing construction and facility service company, since 1981. From January 1981 to
January 2005, Mr. Lowe also served as Chief Executive Officer of TDIndustries. Mr. Lowe is Chairman of the
Board of Zale Corporation, a publicly-owned specialty retailer of fine jewelry, and is a director of KDC Platform,
LLC, engaged in real estate development. Mr. Lowe also serves on the Board of Trustees of the Dallas
Independent School District.
of TDIndustries,
Inc.,
a
BRENDAN J. DEELY, has been President and Chief Executive Officer of L&W Supply Corporation, a
subsidiary of USG Corporation, since 2004, and senior vice president of USG Corporation since 2008. USG
Corporation, a publicly-owned company, is a manufacturer and distributor of high-performance building systems.
L&W Supply branches stock and deliver building materials nationwide. For more than five years prior thereto,
Mr. Deely held various executive positions with USG Corporation and its subsidiaries. Mr. Deely also serves on
the board of directors of the National Safety Council, and is President of the board of directors of Lincoln Park
Community Shelter in Chicago, Illinois.
JASON D. LIPPERT, was President of Lippert Components, Inc. from February 2003 to July 2010 and
President of Kinro from January 2009 to July 2010, Executive Vice President and Chief Operating Officer of
Lippert Components, Inc., from May 2000 until February 2003, and served as Regional Director of Operations of
Lippert Components, Inc. from 1998 until 2000. Mr. Lippert has been Chairman of Lippert Components, Inc.
since January 2007, and Chairman of Kinro, Inc. since January 2009.
JOSEPH S. GIORDANO III, was Corporate Controller from May 2003 to May 2008. From July 1998 to
August 2002, Mr. Giordano was a Senior Manager at KPMG LLP, and from August 2002 to April 2003, Mr.
Giordano was a Senior Manager at Deloitte & Touche LLP. Mr. Giordano is a Certified Public Accountant.
SCOTT T. MERENESS, was Executive Vice President and Chief Operating Officer of Lippert
Components, Inc. from February 2003 to July 2010, Executive Vice President and Chief Operating Officer of
Kinro, Inc. from February 2010 to July 2010, Vice President of Operations of Lippert Components, Inc., from
February 2001 to February 2003, and was Vice President of Kinro, Inc., from January 2009 until February 2010.
Mr. Mereness was Regional Vice President for Manufactured Housing for Lippert Components, Inc., from 1999
to 2001.
18
Other Officers
HARVEY F. MILMAN, has been Vice President-Chief Legal Officer of the Company since March 2005.
Prior thereto, Mr. Milman was a partner of the firm of Phillips Nizer LLP, counsel to the Company. Mr. Milman
has served as Secretary of the Company since May 2007, and as Assistant Secretary of the Company for more
than five years prior thereto.
CHRISTOPHER L. SMITH, has been Corporate Controller since May 2008, and was Assistant
Controller of the Company from August 2005 to May 2008. From January 2000 to June 2005, Mr. Smith served
as Assistant Controller of Key Components, LLC, a diversified manufacturer, and from August 1997 to January
2000, Mr. Smith was Senior Associate at Ernst & Young LLP. Mr. Smith is a Certified Public Accountant.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
As of February 29, 2012, there were 502 holders of the Company’s Common Stock, in addition to
beneficial owners of shares held in broker and nominee names. The Company’s Common Stock trades on the
New York Stock Exchange under the symbol “DW”.
Information concerning the high and low closing prices of the Company’s Common Stock for each
quarter during 2011 and 2010 is set forth in Note 15 of the Notes to Consolidated Financial Statements in Item 8
of this Report.
Equity Compensation Plan Information as of December 31, 2011:
Plan category
Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
Weighted average
exercise price of
outstanding options,
warrants and rights
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
(a)
2,179,783
N/A
2,179,783
(b)
$20.46
N/A
$20.46
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
1,627,842
N/A
1,627,842
Pursuant to the Drew Industries Incorporated Equity Award and Incentive Plan, As Amended and
Restated (the “Plan”), which was approved by stockholders in May 2011, the Company may grant to its directors,
employees, and consultants Common Stock-based awards, such as stock options, restricted stock and deferred
stock units. The number of shares available for granting awards under the Plan was 1,627,842 at December 31,
2011, and 605,145 at December 31, 2010 under the Company’s previous equity award and incentive plan, which
was superseded by the Plan. The Plan is the Company’s only equity compensation plan.
19
Item 6. SELECTED FINANCIAL DATA.
The following table summarizes certain selected historical financial and operating information of the
Company and is derived from the Company’s Consolidated Financial Statements. Historical financial data may
not be indicative of the Company’s future performance. The information set forth below should be read in
conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and
the Consolidated Financial Statements and Notes thereto included in Item 7 and Item 8 of this Report,
respectively.
(In thousands, except per share amounts)
2011
Year Ended December 31,
2009
2010
2008
2007
Operating Data:
Net sales
Goodwill impairment
Executive retirement
Operating profit (loss)
Income (loss) before income taxes
Provision (benefit) for income taxes
Net income (loss)
Net income (loss) per common share:
Basic
Diluted
Financial Data:
Working capital
Total assets
Long-term obligations
Stockholders’ equity
Dividend Information
$ 681,166
-
$
$
-
$ 48,548
$ 48,256
$ 18,197
$ 30,059
$ 572,755
-
$
$
-
$ 45,428
$ 45,210
$ 17,176
$ 28,034
$ 510,506
$ 397,839
$ 5,487
$ 45,040
$
$ 2,667
-
$ (35,581) $ 19,898
$ (36,370) $ 19,021
$ (12,317) $ 7,343
$ (24,053) $ 11,678
$ 668,625
-
$
$
-
$ 65,959
$ 63,344
$ 23,577
$ 39,767
$ 1.35
$ 1.34
$ 1.27
$ 1.26
$ (1.10) $
$ (1.10) $
0.54
0.53
$
$
1.82
1.80
$ 113,744
$ 97,791
$ 85,657
$ 351,083
$ 288,065
$ 306,781
$ 21,876 $ 18,248 $ 8,243
$ 244,115
$ 243,459
$ 277,296
$ 84,378
$ 311,358
$ 9,763
$ 258,878
$ 89,861
$ 345,737
$ 23,128
$ 251,536
On December 28, 2010, the Company paid a special cash dividend of $1.50 per share to holders of record
of its Common Stock on December 20, 2010. The Company had not previously paid a cash dividend, and did not
pay any dividend in 2011. Future dividend policy with respect to the Common Stock will be determined by the
Board of Directors of the Company in light of prevailing financial needs and earnings of the Company and other
relevant factors. The Company’s dividend policy is not subject to restrictions in its financing agreements.
20
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be
read in conjunction with the Company’s Consolidated Financial Statements and Notes thereto included in Item 8
of this Report.
The Company has two reportable segments; the recreational vehicle (“RV”) products segment (the “RV
Segment”) and the manufactured housing products segment (the “MH Segment”). Intersegment sales are
insignificant.
The Company’s operations are conducted through its wholly-owned operating subsidiaries, Lippert
Components, Inc. and its subsidiaries (collectively, “Lippert”) and Kinro, Inc. and its subsidiaries (collectively,
“Kinro”). Each has operations in both the RV and MH Segments. At December 31, 2011, the Company operated
31 plants in 11 states.
The RV Segment, which accounted for 84 percent of consolidated net sales for 2011 and 83 percent for
2010, manufactures a variety of products used primarily in the production of RVs, including:
● Towable steel chassis
● Towable axles and suspension solutions
● Slide-out mechanisms and solutions
● Thermoformed bath, kitchen and other products
● Entry steps
● Manual, electric and hydraulic stabilizer
and lifting systems
● Aluminum windows and screens
● Chassis components
● Furniture and mattresses
● Entry, baggage, patio and ramp doors
● Awnings
● Other accessories
The Company also supplies certain of these products as replacement parts to the RV aftermarket, and
manufactures components for truck caps, buses, and trailers used to haul boats, livestock, equipment and other
cargo. Approximately 90 percent of the Company’s RV Segment net sales are components to manufacturers of
travel trailer and fifth-wheel RVs. Travel trailer and fifth-wheel RVs accounted for 84 percent of all RVs shipped
by the industry in 2011.
The MH Segment, which accounted for 16 percent of consolidated net sales for 2011 and 17 percent for
2010, manufactures a variety of products used in the production of manufactured homes and to a lesser extent,
modular housing and mobile office units, including:
● Vinyl and aluminum windows and screens
● Thermoformed bath and kitchen products
● Steel and fiberglass entry doors
● Aluminum and vinyl patio doors
● Steel chassis
● Steel chassis parts
● Axles
The Company also supplies windows, doors and thermoformed bath products as replacement parts to the
manufactured housing aftermarket. Certain of the Company’s MH Segment customers manufacture both
manufactured homes and modular homes, and certain of the products manufactured by the Company are suitable
for both types of homes. As a result, the Company is not always able to determine in which type of home its
products are installed.
Because of the seasonality of the RV and manufactured housing industries, historically, the Company’s
operating results in the first and fourth quarters have been the weakest, while the second and third quarters are
21
traditionally stronger. However, because of fluctuations in RV dealer inventories, and volatile economic
conditions, future seasonal industry trends may be different than in prior years.
INDUSTRY BACKGROUND
Recreational Vehicle Industry
An RV is a vehicle designed as temporary living quarters for recreational, camping, travel or seasonal
use. RVs may be motorized (motorhomes) or towable (travel trailers, fifth-wheel travel trailers, folding camping
trailers and truck campers).
According to the Recreation Vehicle Industry Association (“RVIA”), industry-wide wholesale shipments
of travel trailer and fifth-wheel RVs in 2011, the Company’s primary RV markets, increased 7 percent to 212,900
units compared to 2010, as a result of:
Increased retail demand in 2011 of 11,400 units, or 6 percent, as compared to 2010.
•
• RV dealers increasing inventory levels by 15,500 units in 2011, primarily in the fourth quarter of
2011, in anticipation of strong retail demand in the upcoming 2012 Spring selling season.
During the third week of September 2011, many major RV manufacturers held an Open House event in
Elkhart, Indiana, attracting an estimated 3,500 participants from dealerships throughout the country. The purpose
of the event was for manufacturers to display new products and take orders for delivery in the typically slow
winter months. In addition, a few RV manufacturers announced special dealer financing promotions for RV
deliveries during the Fall of 2011 which many dealers took advantage of, thus possibly accelerating orders.
Following the Open House, between October and December 2011, industry-wide wholesale shipments of travel
trailers and fifth-wheel RVs increased 16 percent, compared to the same period of 2010.
While the Company measures its RV sales against industry-wide wholesale shipment statistics, it believes
the underlying health of the RV industry is determined by retail demand. Retail sales in 2011 increased despite
high gas prices, negative news regarding domestic and international economic conditions, and volatile consumer
confidence.
A comparison of the year-over-year percentage change in industry-wide wholesale shipments and retail
sales of travel trailer and fifth-wheel RVs, as reported by Statistical Surveys, Inc., as well as the resulting increase
or (decrease) in dealer inventories, for both the United States and Canada, is as follows:
Year ended December 31, 2011
Year ended December 31, 2010
Year ended December 31, 2009
Wholesale
Change
7%
44%
(25%)
Unit Impact on
Retail
Change Dealer Inventories
6%
13%
(27%)
15,500
13,200
(26,000)
The RVIA has projected a 6 percent increase in industry-wide wholesale shipments of travel trailer and
fifth-wheel RVs for 2012, to 226,200 units. Such growth likely depends on increased retail demand. Although
future retail demand is still uncertain, reports of increased traffic and sales at consumer RV shows over the first
few months of 2012 and improving consumer confidence over the past several months are encouraging signs for
the RV industry. Retail sales in the traditionally strong Spring selling season will be a key indicator of consumer
demand for RVs in 2012.
Further, industry-wide retail sales, and therefore production levels of RVs will depend to a significant
extent on the course of the economy. Although forecasts for U.S. economic growth in 2012 have been mixed, the
22
Company remains confident in its ability to exceed industry growth rates, through new products, market share
gains, acquisitions and ongoing investment in customer service.
In the long-term, the Company expects RV industry sales to be aided by positive demographics, and the
continued popularity of the “RV Lifestyle”. Every day, 11,000 Americans turn 50, according to U.S. Census
figures, and one in ten vehicle-owning households between 50 and 64 own at least one RV.
Further, the RVIA has a generic advertising campaign promoting the “RV lifestyle”. The current
campaign is targeted at both parents aged 30-49 with children at home, as well as couples aged 50-64 with no
children at home. The popularity of traveling in RVs to NASCAR and other sporting events, more family-oriented
domestic vacations, and using RVs as second homes, also appear to motivate consumer demand for RVs. RVIA
studies indicate that RV vacations cost significantly less than other forms of vacation.
Manufactured Housing Industry
Manufactured homes are built entirely in a factory on permanent steel undercarriages or chassis to which
axles and wheels are attached. The homes are then transported to a manufactured housing dealer which sells and
transports the home to the buyer’s home site. The manufactured home is installed pursuant to a federal building
code administered by the U.S. Department of Housing and Urban Development (“HUD”). The federal standards
regulate manufactured housing design and construction, methods to site and secure the home at a home site,
strength and durability, transportability, fire resistance, energy efficiency and quality. The HUD code also sets
performance standards for the heating, plumbing, air conditioning, thermal and electrical systems. It is the only
federally regulated national building code. On-site additions, such as garages, decks and porches, often add to the
attractiveness of manufactured homes and must be built to local, state or regional building codes. A manufactured
home may be sited on owned or leased land.
The Institute for Building Technology and Safety (“IBTS”) reported that industry-wide wholesale
shipments of manufactured homes were 23,200 units in the first 6 months of 2011, a decline of 12 percent from
the comparable period of 2010. Industry-wide wholesale shipments of manufactured homes during the first six
months of 2010 were positively impacted by a Federal tax credit for first time home buyers, the benefits of which
expired in the first half of 2010. In the second half of 2011, there were 28,500 industry-wide wholesale shipments
of manufactured homes, an increase of 20 percent compared to the same period of 2010. The manufactured
housing industry benefitted from approximately 2,000 homes produced for the Federal Emergency Management
Agency (“FEMA”) during 2011.
Manufactured housing has been negatively impacted by the continued weakness in the entire housing
market and limited credit availability, as well as the high credit standards applied to purchases of manufactured
homes, high down payment requirements, and high interest rate spreads between conventional mortgages for site-
built homes and loans for manufactured homes.
The Company believes the manufactured housing industry may begin to experience a modest recovery
when the economy improves and home buyers begin to look for affordable housing. However, because of the
current real estate and economic environment, including the availability of foreclosed site built homes at
abnormally low prices, fluctuating consumer confidence, high interest rate spreads between conventional
mortgages for site-built homes and loans for manufactured homes, and the current retail and wholesale credit
markets, the Company expects industry-wide wholesale shipments of manufactured homes to remain low until
these conditions improve.
The Company also believes that long-term growth prospects for manufactured housing may be positively
influenced by (i) the quality and affordability of the home, (ii) the favorable demographic trends, including the
increasing number of retirees who, in the past, had represented a significant market for manufactured homes, and
23
(iii) pent-up demand by retirees who have been unable or unwilling to sell their primary residence and purchase a
manufactured home.
Manufactured homes contain one or more “floors” or sections which can be joined to make larger homes.
During 2011, multi-section homes were 51 percent of the total manufactured homes produced, down from 59
percent and 63 percent in 2010 and 2009, respectively. During 2011, industry-wide shipments of single-section
homes increased 24 percent, while multi-section homes declined 11 percent, both compared to 2010. Multi-
section manufactured homes contain more of the Company’s products than single-section manufactured homes.
The decline in multi-section homes over the past few years may be partly due to the weak site-built housing
market, as a result of which many retirees have not been able to sell their primary residence, or may have been
unwilling to sell at currently depressed prices, and purchase a more affordable multi-section manufactured home
as many had done historically.
RESULTS OF OPERATIONS
Net sales and operating profit (loss) were as follows for the years ended December 31, (in thousands):
Net sales:
RV Segment
MH Segment
Total net sales
2011
2010
2009
$ 570,643
110,523
$ 681,166
$ 477,202
95,553
$ 572,755
$ 312,535
85,304
$ 397,839
Operating profit (loss):
RV Segment
MH Segment
Total segment operating profit
Corporate
Goodwill impairment
Accretion of acquisition earn-outs
Other non-segment items
Total operating profit (loss)
$ 45,715
11,980
57,695
(7,483)
-
(1,886)
222
$ 48,548
$ 44,388
9,590
53,978
(7,990)
-
(1,582)
1,022
$ 45,428
$ 15,660
3,216
18,876
(6,542)
(45,040)
(167)
(2,708)
$ (35,581)
Net sales and operating profit by segment, as a percent of the total, were as follows for the years ended
December 31,:
Net sales:
RV Segment
MH Segment
Total net sales
Operating profit:
RV Segment
MH Segment
Total segment operating profit
2011
2010
2009
84 %
16 %
100 %
79 %
21 %
100 %
83 %
17 %
100 %
82 %
18 %
100 %
79 %
21 %
100 %
83 %
17 %
100 %
Operating profit margin by segment was as follows for the years ended December 31,:
RV Segment
MH Segment
2011
8.0 %
10.8 %
2010
9.3 %
10.0 %
2009
5.0 %
3.8 %
24
Year Ended December 31, 2011 Compared to Year Ended December 31, 2010
Consolidated Highlights
Net sales for 2011 reached $681 million, a 19 percent increase over net sales of $573 million in
2010, as both of the Company’s segments achieved greater net sales growth than the industries
they serve. Net sales of the Company’s RV Segment increased 20 percent, compared to a 7
percent increase in industry-wide wholesale shipments of travel trailer and fifth-wheel RVs. The
RV Segment represented 84 percent of consolidated net sales in 2011. Net sales of the
Company’s MH Segment increased 16 percent, compared to a 3 percent increase in industry-wide
production of manufactured homes. The MH Segment represented 16 percent of consolidated net
sales in 2011. The Company’s net sales growth outperformed industry-wide wholesale shipments
of RVs and manufactured homes during 2011 primarily because the Company increased its
average product content per unit produced as a result of acquisitions, market share gains, and the
introduction of new products, as well as increased sales of components to other industries, such as
buses, modular housing, mobile office units, truck caps, and trailers used to haul boats, livestock,
equipment and other cargo. Further, the Company implemented sales price increases in 2011 due
to higher raw material costs.
The Company’s net sales for the first two months of 2012 reached approximately $140 million,
37 percent higher than the comparable period of 2011. Excluding the impact of sales price
increases and acquisitions, net sales for the first two months of 2012 were up approximately 19
percent.
For 2011, the Company’s net income increased to $30.1 million, or $1.34 per diluted share,
compared to net income of $28.0 million, or $1.26 per diluted share in 2010. Net income in 2011
was impacted by higher raw material costs, higher production costs in one product line, and start-
up and integration costs related to the five acquisitions completed in 2011, the Company’s new
aluminum extrusion operation, and its new RV awning product line. These costs reduced net
income by an aggregate of approximately $7 million. Each of these factors has improved in recent
months, and continued improvement is expected over the next few months.
During 2011, the Company completed acquisitions of five businesses, for aggregate cash
consideration of $50 million paid at closing, plus contingent earn-outs which could be paid over
the next 5 years depending upon the level of sales generated from certain of the acquired
products. These acquisitions expanded the Company’s product lines, geographic reach and
capabilities, both in its core markets and in adjacent markets, and included:
•
•
•
a manufacturer of a full line of upholstered furniture and mattresses primarily for towable
RVs in the Northwest U.S. market, with annual sales of approximately $12 million,
geographically expanding the Company’s furniture and mattress product line,
a manufacturer of components for RVs, mobile office units and manufactured homes,
with annual sales of approximately $12 million, which expands the Company’s product
offerings,
a manufacturer of towable RV chassis and slide-out mechanisms with annual sales of
more than $40 million. These acquired operations have been consolidated into the
Company’s existing facilities, which is expected to minimize fixed costs and improve
production efficiencies,
25
•
•
a manufacturer of windows for truck caps, horse trailers, and certain types of buses, with
annual sales of approximately $22 million. The new markets and customers of this
business provide the Company with the opportunity to expand sales of its existing
products, and
a chassis “stretching” operation, primarily for Class C motorhomes, with annualized sales
of $3 million, expanding the Company’s product offerings.
These acquisitions added approximately $40 million in net sales during 2011, and, based on their
historical run rates, should add an additional $55 million in net sales in 2012. Further, the
Company plans to use its purchasing power and manufacturing capabilities to reduce the cost
structure of the acquired operations.
Due to the Company’s new products and market share gains, and after completing an analysis of
return on investment, during 2011 the Company started an aluminum extrusion operation, and in
January 2012 began full-time production. During 2011, the Company expended approximately
$11 million in capital expenditures for this project, with an additional $3 million expected in
2012. The Company expects that this investment will not only lower the cost of aluminum
extrusions for internal use, but will also enable the Company to competitively market extruded
aluminum products for RVs and in other markets.
The Company introduced several new product lines in 2011, including an RV awning product
line, which has a market potential in excess of $100 million.
The Company continued to grow outside its core towable RV and manufactured housing markets
in 2011, with aggregate net sales of components for adjacent industries increasing 75 percent, to
$45 million. Further, in 2011, the Company established two dedicated sales teams, one to focus
on adjacent markets, and the other on RV and manufactured housing after-market opportunities,
which are expected to lead to further growth in these markets.
As the Company enters the aftermarket and adjacent markets, it expects its incremental margin in
these markets to initially be lower than the 20 percent target, due to fixed costs, start-up costs and
competition. However, over the long term the Company expects margins to be similar to
historical margins.
After investing over $50 million for five acquisitions, and $24 million in capital expenditures in
2011, the Company was debt-free at the end of the year, and had $7 million in cash, along with
significant borrowing capacity. The Company remains well-positioned to continue to take
advantage of investment opportunities to further improve our results.
26
RV Segment
Net sales of the RV Segment in 2011 increased 20 percent, or $93 million, compared to 2010. Net sales of
components were to the following markets (in thousands):
RV OEMs:
Travel Trailers and Fifth-Wheels
Motorhomes
RV Aftermarket
Other
Total RV Segment Net Sales
2011
2010
Change
$ 510,560
17,092
11,330
31,661
$ 570,643
$ 431,878
17,385
12,164
15,775
$ 477,202
18%
(2%)
(7%)
101%
20%
According to the RVIA, industry-wide wholesale shipments for the years ended December 31, were:
Travel Trailer and Fifth-Wheel RVs
Motorhomes
2011
212,900
24,800
2010
199,200
25,200
Change
7%
(2%)
The Company’s net sales growth in components for travel trailer and fifth-wheel RVs outperformed the
increase in industry-wide wholesale shipments of travel trailer and fifth-wheel RVs primarily due to the five
acquisitions completed in 2011 and market share gains which added $28 million and $12 million, respectively, in
net sales in 2011. Further, the Company implemented sales price increases of $9 million in 2011.
The Company’s net sales of components for motorhomes declined 2 percent, consistent with the decrease
in industry-wide wholesale shipments of motorhomes. Excluding the impact of acquisitions, which added $2
million in net sales during 2011, the Company’s net sales of components for motorhomes declined 15 percent,
primarily because of the loss of market share by certain of the Company’s motorhome customers. However, in the
past year, the Company has been expanding its product line of components for motorhomes in order to increase its
customer base and market penetration. As a result, after declining during 2010 and the first half of 2011, the
Company’s content per motorhome has increased for the past two quarters.
Net sales to adjacent industries, including components for truck caps, buses, and trailers used to haul
boats, livestock, equipment and other cargo, increased due to market share gains of $9 million and acquisitions
which added $7 million in net sales during 2011. The Company believes there are significant opportunities in
these adjacent markets. One of the acquisitions completed during the third quarter of 2011, along with increased
focus provided by the Company’s specialty markets sales team added earlier in 2011, are expected to accelerate
the Company’s growth in these adjacent markets.
The trend in the Company’s average product content per RV produced is an indicator of the Company’s
overall market share of components for new RVs. The Company’s average product content per type of RV,
calculated based upon the Company’s net sales of components to RV original equipment manufacturers
(“OEMs”) for the different types of RVs produced for the year ended December 31, divided by the industry-wide
wholesale shipments of the different types of RVs for the same period, was:
Content per Travel Trailer and
Fifth-Wheel RV
Content per Motorhome
2011
2010
Change
$
$
2,398
689
$
$
2,168
690
11%
0%
27
The Company’s average product content per type of RV excludes sales of replacement parts to the
aftermarket, and sales to other industries. Content per RV is impacted by market share gains, acquisitions and new
product introductions, as well as changes in selling prices for the Company’s products.
Operating profit of the RV Segment was $45.7 million in 2011, an improvement of $1.3 million
compared to 2010. This increase in RV Segment operating profit was less than the Company’s target 20 percent
incremental margin for established products.
The operating margin of the RV Segment in 2011 was negatively impacted by:
• Higher raw material costs. Raw material costs, in particular steel and aluminum, increased
monthly during the first half of 2011, negatively impacting the operating results as the sales price
increases implemented did not fully offset the peak raw material costs. Beginning in mid-2011,
raw material costs declined, although not to the levels at the end of 2010. However, over the past
few months raw material costs have continued to fluctuate.
• Start-up and integration costs associated with the acquisitions completed in 2011, as well as the
new aluminum extrusion operation and the new RV awning product line. The Company has made
noticeable progress in these areas, and expects continued improvements over the next few
months.
• Higher than usual production costs for one product line, in part related to increased demand. The
Company has taken corrective action to improve these production costs over the next couple
quarters.
• An increase in annualized fixed costs of approximately $3 million, which have been added over
the past year to expand the sales force, expand capacity and meet the increase in sales demand,
plus additional depreciation and amortization due to recent acquisitions and capital expenditures.
Partially offset by:
• Lower overtime due to improved labor efficiencies in certain operations.
• The spreading of fixed manufacturing and selling, general and administrative costs over a $93
million larger sales base.
At December 31, 2011, other intangible assets included $2.7 million related to the Company’s marine and
leisure operation, which sells trailers primarily for hauling small and medium-sized boats and related axles. Over
the last several years, industry shipments of small and medium-sized boats have declined significantly. From time
to time, throughout this period, the Company conducted impairment analyses on these operations, and the
estimated fair value of these operations continued to exceed the corresponding carrying values, thus no
impairment has been recorded. A further downturn in industry shipments of small and medium-sized boats, or in
the profitability of the Company’s operations, could result in a future non-cash impairment charge for the related
other intangible assets.
MH Segment
Net sales of the MH Segment for 2011 increased 16 percent, or $15 million, from 2010. Net sales of
components were to the following markets (in thousands):
Manufactured Housing OEMs
Manufactured Housing Aftermarket
Other
Total MH Segment Net Sales
2011
$ 80,979
16,184
13,360
$ 110,523
2010
$ 68,718
16,895
9,940
$ 95,553
Change
18%
(4%)
34%
16%
28
According to the IBTS, industry-wide wholesale shipments for the years ended December 31, were:
Total Homes Produced
Total Floors Produced
2011
51,600
78,500
2010
50,000
80,600
Change
3%
(3%)
The Company’s net sales growth in components for new manufactured homes exceeded the increase in
industry-wide wholesale shipments, primarily due to market share gains and the acquisitions completed in 2011
which added $6 million and $1 million, respectively, in net sales in 2011. Further, the Company implemented
sales price increases of $3 million in 2011. While industry-wide shipments of manufactured homes in 2011
increased 3 percent compared to 2010, industry-wide shipments of larger, multi-section homes, in which the
Company has more content, declined 11 percent, while smaller single-section homes increased 24 percent.
Net sales to adjacent industries increased due to market share gains of $2 million and acquisitions
completed in 2011 which added $1 million in net sales during 2011. The Company believes there are significant
opportunities in these adjacent markets, as well as in the manufactured housing aftermarket, and expects growth
to accelerate due to the increased focus provided by the Company’s new sales teams added in 2011.
The trend in the Company’s average product content per manufactured home produced is an indicator of
the Company’s overall market share of components for new manufactured homes. Manufactured homes contain
one or more “floors” or sections which can be joined to make larger homes. The larger homes typically contain
more of the Company’s products. The Company’s average product content per manufactured home produced by
the industry and total manufactured home floors produced by the industry, calculated based upon the Company’s
net sales of components to manufactured housing OEMs for newly produced manufactured homes for the years
ended December 31, divided by the number of manufactured homes and manufactured home floors produced by
the industry, respectively, for the same period, was:
Content per Home Produced
Content per Floor Produced
2011
1,569
1,031
$
$
2010
1,373
853
$
$
Change
14%
21%
Operating profit of the MH Segment was $12.0 million in 2011, an increase of $2.4 million compared to
2010, primarily due to the $15 million increase in net sales. This increase in MH Segment operating profit was 16
percent of the increase in net sales, less than the Company’s target 20 percent incremental margin for established
products.
The operating margin of the MH Segment in 2011 was negatively impacted by:
• Higher raw material costs. Raw material costs, in particular steel and aluminum, increased
monthly during the first half of 2011, negatively impacting the operating results as the sales price
increases implemented did not fully offset the peak raw material costs. Beginning in mid-2011,
raw material costs declined, although not to the levels at the end of 2010. However, over the past
few months raw material costs have continued to fluctuate.
Partially offset by:
• The spreading of fixed manufacturing and selling, general and administrative costs over a $15
million larger sales base.
Improved operating efficiencies.
•
29
Year Ended December 31, 2010 Compared to Year Ended December 31, 2009
Consolidated Highlights
Net sales for the year ended December 31, 2010 reached $573 million, a 44 percent increase over
net sales of $398 million in 2009, as both of the Company’s segments achieved greater growth
than the industries they serve. Net sales of the Company’s RV Segment increased 53 percent,
compared to a 44 percent increase in industry-wide wholesale shipments of travel trailer and fifth-
wheel RVs. The RV Segment represented 83 percent of consolidated net sales in 2010. Net sales
of the Company’s Manufactured Housing Segment increased 12 percent, compared to a 1 percent
increase in industry-wide production of manufactured homes. The MH Segment represented 17
percent of consolidated net sales in 2010.
For 2010, the Company’s net income increased to $28.0 million, or $1.26 per diluted share. For
2009 the Company reported a net loss of $24.1 million, or ($1.10) per diluted share, including a
goodwill impairment charge of $29.4 million, net of taxes, or ($1.34) per diluted share, and
“extra” expenses totaling $5.5 million, net of taxes, or ($0.25) per diluted share, largely due to the
unprecedented conditions in the RV and manufactured housing industries resulting from the
severe economic downturn.
Raw material costs as a percent of net sales have been volatile between quarters for the past two
years. After increasing as much as 50 percent during the first part of 2010, raw material costs, in
particular steel, aluminum and ABS resin prices, began to level off in the latter part of the second
quarter of 2010. During the third quarter of 2010, steel prices generally remained constant,
however, the cost of aluminum and certain other raw materials increased. Further, in November
2010, raw material costs, in particular steel, began to increase.
During 2010, the Company completed the acquisition of three businesses, for aggregate cash
consideration of $21.9 million paid at closing, and also acquired the exclusive rights to use a
patent for $0.3 million. Contingent earn-outs related to those acquisitions could be paid over
approximately the next 6 years depending upon the level of sales generated from certain of the
acquired products. These acquisitions included a series of new patent-pending RV products,
including an innovative wall slide-out mechanism, new leveling devices, a new power roof lift for
tent campers, and an advanced remote locking system for entry doors, as well as an operation
with the capability to customize standard chassis for motorhomes, transit buses and specialized
commercial trucks.
On December 28, 2010, a special dividend of $1.50 per share of the Company’s Common Stock,
or an aggregate of $33.0 million, was paid to stockholders of record as of December 20, 2010. At
December 31, 2010, after payment of the special dividend, and the $21.9 million of cash
consideration for the acquisitions during 2010, the Company had $43.9 million of cash and short-
term investments, no debt and substantial available borrowing capacity.
30
RV Segment
Net sales of the RV Segment in 2010 increased 53 percent, or $165 million, compared to 2009. Net sales
of components were to the following markets (in thousands):
RV OEMs:
Travel Trailers and Fifth-Wheels
Motorhomes
RV Aftermarket
Other
Total RV Segment Net Sales
2010
2009
Change
$ 431,878
17,385
12,164
15,775
$ 477,202
$ 277,971
11,195
9,164
14,205
$ 312,535
55%
55%
33%
11%
53%
According to the RVIA, industry-wide wholesale shipments for the years ended December 31, were:
Travel Trailer and Fifth-Wheel RVs
Motorhomes
2010
199,200
25,200
2009
138,300
13,200
Change
44%
91%
The Company’s net sales growth in components for travel trailer and fifth-wheel RVs outperformed the
increase in industry-wide wholesale shipments of travel trailer and fifth-wheel RVs largely due to the Company’s
market share gains and new product introductions.
The Company’s net sales of components for motorhomes in 2010 increased 55 percent, compared to
2009. This was less than the 91 percent increase in industry-wide wholesale production of motorhomes because of
the loss of market share by the Company’s motorhome customers.
The Company’s net sales of replacement parts in the aftermarket for existing RVs and to adjacent
industries increased 33 percent and 11 percent, respectively, as the Company increased its efforts to gain market
share.
The trend in the Company’s average product content per RV produced is an indicator of the Company’s
overall market share of components for new RVs. The Company’s average product content per type of RV,
calculated based upon the Company’s net sales of components to RV OEMs for the different types of RVs
produced for the year ended December 31, divided by the industry-wide wholesale shipments of the different
types of RVs for the same period, was:
Content per Travel Trailer and
Fifth-Wheel RV
Content per Motorhome
2010
2009
Change
$
$
2,168
690
$
$
2,010
848
8%
(19%)
The Company’s average product content per type of RV excludes sales of replacement parts to the
aftermarket, and sales to other industries. Content per RV is impacted by market share gains, acquisitions and new
product introductions, as well as changes in selling prices for the Company’s products.
Operating profit of the RV Segment was $44.4 million in 2010, an improvement of $28.7 million
compared to 2009, largely due to the $165 million increase in net sales. The Company incurred $5.3 million of
“extra” expenses in 2009 related to plant closings and start-ups, staff reductions and relocations, increased bad
debts, equipment write-downs, and obsolete inventory and tooling, largely due to the unprecedented conditions in
the RV industry at that time. Excluding these “extra” expenses in 2009, the Company’s RV Segment operating
31
profit increased $23.4 million from last year. This adjusted increase in RV Segment operating profit was 14
percent of the increase in net sales, less than the Company’s target 20 percent incremental margin for established
products.
The operating margin of the RV Segment in 2010 was negatively impacted by:
• Approximately $3 million of excess production costs incurred as a result of greater than
anticipated increases in demand for certain products. In order to increase production, the
Company incurred substantial overtime costs, employed temporary workers, and increased the
number of shifts, all of which created inefficiencies. Significant steps to control these costs have
been implemented, including adding production capacity, and improving production flow and
material usage.
• Higher incentive compensation compared to 2009, when incentive compensation was lower than
normal because 2009 operating profit for certain operations was below the previously established
annual incentive compensation hurdles.
• Volatile raw material costs. Raw material costs as a percent of sales during 2010 were higher than
during 2009. In November 2010, the cost of key raw materials, consisting primarily of steel,
vinyl, aluminum, glass and ABS resin, once again began to increase.
Partially offset by:
• The spreading of fixed manufacturing and selling, general and administrative costs over a $165
million larger sales base.
Improved operating efficiencies in certain product lines due to the increase in sales.
•
MH Segment
Net sales of the MH Segment for 2010 increased 12 percent, or $10 million, from 2009. Net sales of
components were to the following markets (in thousands):
Manufactured Housing OEMs
Manufactured Housing Aftermarket
Other
Total MH Segment Net Sales
2010
$ 68,718
16,895
9,940
$ 95,553
2009
$ 66,274
12,703
6,327
$ 85,304
Change
4%
33%
57%
12%
According to the IBTS, industry-wide wholesale shipments for the years ended December 31, were:
Total Homes Produced
Total Floors Produced
2010
50,000
80,600
2009
49,700
81,900
Change
1%
(2%)
The Company’s net sales growth in components for new manufactured homes outperformed the increase
in industry-wide wholesale shipments, largely as a result of new products and market share gains. While industry-
wide shipments of manufactured homes in 2010 increased 1 percent compared to 2009, industry-wide shipments
of larger, multi-section homes, in which the Company has more content, declined 5 percent, while smaller single-
section homes increased 10 percent.
The Company’s net sales of replacement parts in the aftermarket for existing manufactured homes and to
adjacent industries increased 33 percent and 57 percent, respectively, as the Company increased its efforts to gain
market share.
32
The trend in the Company’s average product content per manufactured home produced is an indicator of
the Company’s overall market share of components for new manufactured homes. Manufactured homes contain
one or more “floors” or sections which can be joined to make larger homes. The larger homes typically contain
more of the Company’s products. The Company’s average product content per manufactured home produced by
the industry and total manufactured home floors produced by the industry, calculated based upon the Company’s
net sales of components to manufactured housing OEMs for newly produced manufactured homes for the years
ended December 31, divided by the number of manufactured homes and manufactured home floors produced by
the industry, respectively, for the same period, was:
Content per Home Produced
Content per Floor Produced
2010
1,373
853
$
$
2009
1,333
809
$
$
Change
3%
5%
The Company’s average product content per manufactured home excludes sales of replacement parts to
the aftermarket, and sales to other industries. Content per manufactured home and content per floor are impacted
by market share gains, acquisitions and new product introductions, as well as changes in selling prices for the
Company’s products.
Operating profit of the MH Segment was $9.6 million in 2010, an increase of $6.4 million compared to
2009, partly due to the $10 million increase in net sales. In 2009, the Company incurred $0.9 million of “extra”
expenses related to plant closings and start-ups, staff reductions and relocations and obsolete inventory, largely
due to the unprecedented conditions in the manufactured housing industry at that time.
The operating margin of the MH Segment in 2010 was positively impacted by:
• Volatile raw material costs. For the full year 2010, raw material costs as a percent of sales were
lower than during 2009. However, in the second half of 2010, raw material costs were higher than
during the second half of 2009, when raw material costs were unusually low. Further, in
November 2010, the cost of key raw materials, consisting primarily of steel, vinyl, aluminum,
glass and ABS resin, began to increase.
• The spreading of fixed manufacturing and selling, general and administrative costs over a $10
million larger sales base.
Improved operating efficiencies due to the increase in sales.
•
Partially offset by:
• Higher incentive compensation compared to 2009, when incentive compensation was lower than
normal because 2009 operating profit for certain operations was below the previously established
annual incentive compensation hurdles.
Corporate
Corporate expenses for 2011 decreased $0.5 million compared to 2010, due primarily to a decrease in
performance-based incentive compensation.
Corporate expenses for 2010 increased $1.4 million compared to 2009, due primarily to an increase in
performance-based incentive compensation as a result of higher profits. Also, in connection with the special cash
dividend of $1.50 per share of the Company’s Common Stock declared and paid in December 2010, the
Compensation Committee of the Company’s Board of Directors reduced the exercise price of all the outstanding
stock options by $1.50 per share. As a result of this stock option modification, the Company recorded a charge of
$0.4 million in 2010.
33
Accretion of Acquisition Related Earn-outs
In connection with certain of the acquisitions completed over the last few years, the Company is required
to record an expense, or accretion, equivalent to interest on the recorded liability for future earn-out payments.
Accretion expense is estimated to be approximately $2 million in 2012.
Other Non-Segment Items
Other non-segment items included the following for the years ended December 31, (in thousands):
Selling, general and administrative expenses:
Net gain (loss) on sale or write-down to fair value
of vacant facilities
Net gain on insurance claim
Earn-outs fair value adjustments (1)
Incentive compensation impact of other non-segment items
Other expenses, net
Other income from the collection of a previously reserved note
Total other non-segment items
2011
2010
2009
$
$
123 $
-
121
(54)
(47)
79
(491)
859
1,173
(75)
(523)
79
222 $ 1,022
$ (3,260)
-
-
575
(261)
238
$ (2,708)
(1)
In connection with certain of the acquisitions completed over the last few years, the Company is required to re-
evaluate the fair value of the liability for estimated earn-out payments based upon the projected timing and extent of
future sales, as well as the weighted average cost of capital. Depending upon the weighted average cost of capital
and future sales of the products which are subject to earn-outs, the Company could record adjustments in future
periods.
Provision for Income Taxes
The effective tax rate for 2011 was 37.7 percent, lower than the 38.0 percent in 2010, primarily as a result
of higher federal and state tax credits. The annual effective tax rate for 2012 is expected to be approximately 38
percent.
The effective tax rate for 2010 was 38.0 percent, benefiting from a higher Federal domestic
manufacturing credit, as compared to 38.5 percent for 2009, excluding the impact of the goodwill impairment
charge. The effective tax rate for 2009, including the impact of the goodwill impairment charge was 33.9 percent.
New Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (“FASB”) issued updated standards related to
additional requirements and guidance regarding disclosures of fair value measurements. The guidance requires
new disclosures, including the reasons for and amounts of significant transfers in and out of Levels 1 and 2 fair
value measurements and separate presentation of purchases, sales, issuances and settlements in the reconciliation
of activity for Level 3 fair value measurements. It also clarifies guidance related to determining the appropriate
classes of assets and liabilities and the information to be provided for valuation techniques used to measure fair
value. This guidance with respect to significant transfers in and out of Levels 1 and 2 was effective for interim or
annual periods beginning after December 15, 2009, and with respect to Level 3 fair value measurements was
effective for interim and annual periods beginning after December 15, 2010. The adoption of the guidance had no
significant impact on the Company’s financial statements.
In August 2011, the FASB issued updated standards intended to simplify how an entity tests goodwill for
impairment. Under the new guidance, an entity is no longer required to perform the two-step quantitative
34
goodwill impairment test unless the entity determines, based on the qualitative assessment, that it is more likely
than not that its fair value is less than its carrying amount. The guidance will be effective for annual and interim
goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of the
guidance is not expected to have a significant impact on the Company’s financial statements.
LIQUIDITY AND CAPITAL RESOURCES
The Consolidated Statements of Cash Flows reflect the following for the years ended December 31, (in
thousands):
Net cash flows provided by operating activities
Net cash flows used for investing activities
Net cash flows used for financing activities
Net (decrease) increase in cash
2011
$ 36,831
(69,124)
(3)
$ (32,296)
2010
$ 42,063
(22,548)
(33,000)
$ (13,485)
2009
$ 63,256
(16,445)
(3,138)
$ 43,673
Cash Flows from Operations
Net cash flows from operating activities in 2011 were $5.2 million less than 2010, despite a $2.0 million
increase in net income. This decline was primarily a result of:
• A $7.0 million smaller increase in accounts payable, accrued expenses and other liabilities in
2011, compared to 2010, largely due to the timing of payments for inventory.
• A $4.7 million larger increase in accounts receivable in 2011, compared to 2010, due primarily to
28 percent higher net sales in the month of December 2011 as compared to December 2010.
Accounts receivable balances remain current, with only 17 days sales outstanding at December
31, 2011.
• A $3.0 million larger increase in inventories in 2011, compared to 2010, due to both higher raw
material costs and increased inventory quantities. The increased inventory quantities were
primarily to support the 31 percent increase in January 2012 net sales as compared to January
2011. However, based on current RV and manufactured housing industry demand, the Company
believes the present inventory levels can be reduced relative to sales, and the Company is
working to improve inventory turns on a sustainable basis. Inventory turnover for the year ended
December 31, 2011 was 6.2 turns, a slight improvement from the 6.0 turns for the twelve months
ended September 30, 2011, but lower than the 6.5 turns for the year ended December 31, 2010.
Partially offset by:
• A $3.4 million increase in depreciation and amortization, primarily due to capital expenditures
and acquisitions.
During the first few months of 2012, the Company expects to use $10 million to $20 million of cash to
fund seasonal working capital growth, which is typical.
In September 2011, the Company entered into derivative instruments for 3 million pounds of aluminum to
manage a portion of the exposure to movements associated with aluminum costs in 2012, representing
approximately 10 percent of the Company’s anticipated aluminum purchases in 2012. While these derivative
instruments are considered to be economic hedges of the underlying movement in the price of aluminum, they are
not designated or accounted for as a hedge. These derivative instruments will be settled on a monthly basis
throughout 2012.
35
Depreciation and amortization was $20.5 million in 2011, and is expected to aggregate $23 million in
2012. Non-cash stock-based compensation in 2011 was $5.7 million, including $1.1 million of deferred stock
units issued to certain executive officers in lieu of cash for a portion of their 2010 incentive compensation in
accordance with their compensation arrangements. Non-cash stock-based compensation is expected to be
approximately $6 million for 2012.
Net cash flows from operating activities in 2010 of $42.1 million were $21.2 million less than the $63.3
million in 2009 as a result of:
• An $11.8 million increase in inventories in 2010, compared to a $37.5 million decrease in 2009.
During 2009, the Company reduced inventory through consumption of higher priced inventory on
hand, and reduced inventory purchases. In response to the 44 percent increase in net sales for
2010, the Company increased inventory balances by $11.8 million during the same period.
However, inventory turned 6.5 times in 2010, compared to 4.8 turns in 2009.
Partially offset by:
• An increase in after-tax operating results in 2010 of $22.7 million.
• A $7.9 million increase in accounts payable, accrued expenses and other liabilities in 2010,
compared to a decrease of $1.9 million in 2009. The decrease in 2009 was due largely to the
timing of payments for inventory purchases. Accounts payable, and accrued liabilities and other
current liabilities increased in 2010 due to the increase in sales, production and earnings.
Cash Flows from Investing Activities
Cash flows used for investing activities of $69.1 million in 2011 included $50.3 million for acquisitions
of businesses, as follows:
• On January 28, 2011, the Company acquired the operating assets and business of Home-Style
Industries, and its affiliated companies. Home-Style had annual sales of approximately $12
million comprised primarily of a full line of upholstered furniture and mattresses primarily for
towable RVs in the Northwest U.S. market. The purchase price was $7.3 million paid at closing,
plus contingent consideration based on future sales of existing products in specific geographic
regions.
• On July 19, 2011, the Company acquired certain assets and business of M-Tec Corporation. The
acquired business had annual sales of approximately $12 million comprised primarily of
components for RVs, mobile office units and manufactured homes. The purchase price was $6.0
million paid at closing, plus contingent consideration based on future sales of existing products.
• On August 22, 2011, the Company acquired from EA Technologies, LLC the business and certain
assets of the towable RV chassis and slide-out mechanism operation previously owned by Dexter
Chassis Group. The acquired business had annual sales of more than $40 million. The purchase
price was $13.5 million paid at closing.
• On August 29, 2011, the Company acquired the business and assets of Starquest Products, LLC
and its affiliated company. Starquest had annual sales of approximately $22 million, comprised
primarily of windows for truck caps, which are fiberglass enclosures that fit over the bed of pick-
up trucks, painted to automotive standards and designed to exact truck bed specifications.
Starquest also manufactures windows and doors for horse trailers and certain types of buses. The
purchase price was $22.6 million paid at closing, plus contingent consideration based on future
sales of certain products.
36
• On December 1, 2011, the Company acquired the business and certain assets of M&M
Fabricators. M&M had annualized sales of approximately $3 million, comprised of chassis
modification primarily for producers of transit buses, specialized commercial vehicles, and Class
A and Class C motorhome RVs. The purchase price was $1.0 million paid at closing, plus
contingent consideration based on future sales of this operation.
Cash flows used for investing activities also included capital expenditures of $24.3 million, including $3
million for four new facilities the Company purchased, three of which the Company had previously been leasing,
as well as $11.0 million for the Company’s new aluminum extrusion operation. The Company estimates that the
aluminum extrusion operation will require additional capital expenditures of approximately $3 million in 2012.
The Company estimates that capital expenditures will be $17 million in 2012, including the $3 million
remaining for the aluminum extrusion operation. The 2012 capital expenditures are expected to be funded by cash
flows from operations. Additional capital expenditures may be required in 2012 depending on the extent of sales
growth, and other initiatives by the Company.
At December 31, 2011, the Company was attempting to sell six owned facilities with an aggregate
carrying value of $10.0 million, which are not being used in production. The Company has leased to third parties
four of these owned facilities with a combined carrying value of $8.5 million, for one to five year terms, for a
combined rental income of $0.1 million per month. Each of these four leases also contains an option for the lessee
to purchase the facility at an amount in excess of carrying value.
The 2011 acquisitions and capital expenditures were funded from available cash and the maturity of U.S.
Treasury Bills classified as short-term investments, plus borrowings from time to time under the Company’s $50
million line of credit.
On February 21, 2012, the Company acquired the business and certain assets of the United States RV
entry door operation of Euramax International, Inc. The acquired business had annualized sales of approximately
$6 million. The purchase price was $1.7 million, of which $1.2 million was paid at closing, with the balance to be
paid over the next three years.
Cash flows used for investing activities of $22.5 million in 2010 included $21.9 million for acquisitions
of businesses as follows:
• On February 18, 2010, the Company acquired the patent-pending design for a six-point leveling
system for fifth-wheel RVs. The purchase price was $1.4 million paid at closing, plus an earn-out
depending on future unit sales of the leveling system in excess of pre-established hurdles over the
next six years.
• On March 16, 2010, the Company acquired certain intellectual property and other assets from
Schwintek, Inc. The purchase included certain products, one of which a patent has been issued,
and several of which patents are pending, consisting of an innovative RV wall slide-out
mechanism, an aluminum cylinder for use in leveling devices for motorhomes, and a power roof
lift for tent campers. The purchase price was $20.0 million paid at closing, plus earn-outs
depending on future unit sales of these products in excess of pre-established hurdles over
approximately the next five years.
Further, during 2010, the Company invested $10.1 million for capital expenditures, purchased $21.0
million of U.S. Treasury Bills classified as short-term investments, and received $29.0 million from the maturity
of U.S. Treasury Bills classified as short-term investments.
37
Cash Flows from Financing Activities
There were no significant cash flows from financing activities for 2011.
At December 31, 2011 the Company had no outstanding debt and $6.6 million of cash. However, as a
result of the Company investing $74.6 million in acquisitions and capital expenditures in 2011, the Company had
to borrow from time to time under its line of credit, with such borrowings reaching a high of $19.2 million during
2011. Due to the seasonal nature of the business, the Company expects to borrow from time to time during 2012.
Cash flows used for financing activities in 2010 of $33.0 million were primarily comprised of the special
dividend of $1.50 per share of the Company’s Common Stock, or an aggregate of $33.0 million, as well as $1.0
million for the purchase of treasury stock, partially offset by $1.0 million in cash and the related tax benefits from
the exercise of stock options. At December 31, 2010, the Company had no debt outstanding, and did not have any
borrowings during 2010.
In connection with several acquisitions since 2009, if certain sales targets for the acquired products are
achieved, the Company would pay earn-outs to the sellers. The Company has recorded a $14.6 million liability for
the aggregate fair value of these expected earn-out payments at December 31, 2011. During 2011, the Company
paid $0.4 million related to these earn-outs. For further information see Note 12 of the Notes to Consolidated
Financial Statements.
On February 24, 2011, the Company entered into an agreement (the “Credit Agreement”) for a $50.0
million line of credit with JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. (collectively, the “Lenders”),
amending the Company’s previous $50.0 million line of credit that was scheduled to expire in December 2011.
The maximum borrowings under the Company’s line of credit can be increased by $20.0 million upon approval of
the Lenders. Interest on borrowings under the line of credit is designated from time to time by the Company as
either (i) the Prime Rate, but not less than 2.5 percent, plus additional interest up to 0.8 percent (0 percent at
December 31, 2011 and 2010), or (ii) LIBOR plus additional interest ranging from 2.0 percent to 2.8 percent (2.0
percent at December 31, 2011 and 2010) depending on the Company’s performance and financial condition. The
Credit Agreement expires on January 1, 2016. At December 31, 2011, the Company had $3.6 million in
outstanding letters of credit under the line of credit. Availability under the Company’s line of credit was $46.4
million at December 31, 2011.
Simultaneously, the Company entered into a $150.0 million “shelf-loan” facility with Prudential
Investment Management, Inc. and its affiliates (“Prudential”), amending and increasing the Company’s previous
$125.0 million “shelf-loan” facility with Prudential. The facility provides for Prudential to consider purchasing, at
the Company’s request, in one or a series of transactions, Senior Promissory Notes of the Company in the
aggregate principal amount of up to $150.0 million, to mature no more than twelve years after the date of original
issue of each Senior Promissory Note. Prudential has no obligation to purchase the Senior Promissory Notes.
Interest payable on the Senior Promissory Notes will be at rates determined by Prudential within five business
days after the Company issues a request to Prudential. At December 31, 2011 there were no Senior Promissory
Notes outstanding. This facility expires on February 24, 2014.
Both the line of credit pursuant to the Credit Agreement and the “shelf-loan” facility are subject to a
maximum leverage ratio covenant which limits the amount of consolidated outstanding indebtedness to 2.5 times
the trailing twelve-month EBITDA, as defined. As a result, the remaining availability under these facilities was
$188.8 million at December 31, 2011. The Company believes this availability, together with the $6.6 million in
cash at December 31, 2011, is more than adequate to finance the Company’s anticipated working capital and
capital expenditure requirements for 2012.
38
Pursuant to the Credit Agreement and “shelf-loan” facility, at December 31, 2011 the Company was
required to maintain minimum interest and fixed charge coverages, and to meet certain other financial
requirements. At December 31, 2011, the Company was in compliance with all such requirements, and expects to
remain in compliance during 2012.
Borrowings under both the line of credit and the “shelf-loan” facility are secured on a pari passu basis by
first priority liens on the capital stock or other equity interests of each of the Company’s direct and indirect
subsidiaries.
In 2007, the Board of Directors authorized the Company to repurchase up to 1 million shares of the
Company’s Common Stock from time to time in the open market, in privately negotiated transactions, or in block
trades. Of this authorization, 501,279 shares were repurchased prior to 2011 at an average price of $18.65 per
share, or $9.3 million in total. During 2011, an additional 33,856 shares were repurchased at an average cost of
$18.44 per share, or $0.6 million. The number of shares ultimately repurchased, and the timing of the purchases,
will depend upon market conditions, share price, and other factors.
Future minimum commitments relating to the Company's contractual obligations at December 31, 2011
were as follows (in thousands):
Payments due by period
Operating leases
Employment contracts (a)
Deferred compensation (b)
Royalty agreements and
earn-out payments (c)
Purchase obligations (d)
Taxes (e)
Derivative instruments
Total
Less than
1 year
Total
$ 10,598 $
4,563
4,469
4,430 $ 3,579
1,809
2,528
-
-
1-3 years 3-5 years 5 years
$ 1,418
$ 1,171
-
226
1,770
1,704
More than
20,222
92,296
2,834
436
11,535
2,156
-
-
$ 135,418 $ 101,626 $ 19,079
1,636
89,762
2,834
436
4,563
378
-
-
$ 8,042
2,488
-
-
-
$ 5,676
$
Other
-
-
995
-
-
-
-
995
$
(a)
(b)
(c)
(d)
This includes amounts payable under employment contracts and arrangements, and retirement and severance
agreements.
This includes amounts payable under deferred compensation arrangements. The Other column represents the
liability for deferred compensation for employees that have elected to receive payment upon separation from
service from the Company.
These amounts are comprised of estimated future earn-out payments for which a liability has been recorded,
in connection with acquisitions over the past few years. Excluded from these amounts, because the future
payments are not ascertainable, is a license agreement that provides for the Company to pay a royalty of 1
percent of sales of certain slide-out systems, the remaining aggregate of which cannot exceed $3.9 million.
The Company paid $0.2 million in 2011 under this license agreement for sales of these slide-out systems.
These contractual obligations are primarily comprised of purchase orders issued in the normal course of
business. Also included are several longer term purchase commitments, for which the Company has estimated
the expected future obligation based on current prices and usage.
(e)
Represents unrecognized tax benefits, as well as related interest and penalties.
These commitments are described more fully in the Notes to Consolidated Financial Statements.
39
CORPORATE GOVERNANCE
The Company is in compliance with the corporate governance requirements of the Securities and
Exchange Commission (“SEC”) and the New York Stock Exchange. The Company’s governance documents and
committee charters and key practices have been posted to the Company’s website (www.drewindustries.com) and
are updated periodically. The website also contains, or provides direct links to, all SEC filings, press releases and
investor presentations. The Company has also established a toll-free hotline (877-373-9123) to report complaints
about the Company’s accounting, internal controls, auditing matters or other concerns.
CONTINGENCIES
Additional information required by this item is included under Item 3 of Part I of this Annual Report on
Form 10-K.
CRITICAL ACCOUNTING POLICIES
The Company's Consolidated Financial Statements have been prepared in conformity with accounting
principles generally accepted in the United States of America which requires that certain estimates and
assumptions be made that affect the amounts and disclosures reported in those financial statements and the related
accompanying notes. Actual results could differ from these estimates and assumptions. The following critical
accounting policies, some of which are impacted significantly by judgments, assumptions and estimates, affect the
Company's Consolidated Financial Statements. Management has discussed the development and selection of its
critical accounting policies with the Audit Committee of the Company’s Board of Directors and the Audit
Committee has reviewed the disclosure presented below relating to the critical accounting policies.
Accounts Receivable
The Company maintains an allowance for doubtful accounts that reduces accounts receivables to amounts
that are expected to be collected. In assessing the collectability of its accounts receivable, the Company considers
such factors as the current overall economic conditions, industry-specific economic conditions, historical and
anticipated customer performance, historical experience with write-offs and the level of past-due amounts. This
estimation process is subjective, and to the extent that future actual results differ from original estimates,
adjustments to recorded accruals may be required.
Inventories
Inventories (finished goods, work in process and raw materials) are stated at the lower of cost, determined
on a first-in, first-out basis, or market. Cost is determined based solely on those charges incurred in the acquisition
and production of the related inventory (i.e. material, labor and manufacturing overhead costs). The Company
estimates an inventory reserve for excess quantities and obsolete items based on specific identification and
historical write-offs, taking into account future demand and market conditions. To the extent that actual demand
or market conditions in the future differ from original estimates, adjustments to recorded inventory reserves may
be required.
Self-Insurance
The Company is self-insured for certain health and workers' compensation benefits up to certain stop-loss
limits. Such costs are accrued based on known claims and an estimate of incurred, but not reported (“IBNR”)
claims. IBNR claims are estimated using historical lag information and other data provided by third-party claims
administrators. This estimation process is subjective, and to the extent that future actual results differ from
original estimates, adjustments to recorded accruals may be required.
40
Warranty
The Company provides warranty terms based upon the type of product that is sold. The Company
estimates the warranty accrual based upon various factors, including (i) historical warranty experience, (ii)
product mix, and (iii) sales patterns. The accounting for warranty accruals requires the Company to make
assumptions and judgments, and to the extent that future actual results differ from original estimates, adjustments
to recorded accruals may be required.
Income Taxes
The Company's tax provision (benefit) is based on pre-tax income (loss), statutory tax rates, federal and
state tax credits, and tax planning strategies. Significant management judgment is required in determining the tax
provision (benefit) and in evaluating the Company's tax position. The Company establishes additional provisions
for income taxes when, despite the belief that the tax positions are fully supportable, there remain certain tax
positions that are likely to be challenged and may or may not be sustained on review by tax authorities. The
Company adjusts these tax accruals in light of changing facts and circumstances. The effective tax rate in a given
financial statement period may be materially impacted by changes in the expected outcome of tax audits.
The Company's accompanying Consolidated Balance Sheets also include deferred tax assets resulting
from deductible temporary differences, which are expected to reduce future taxable income. These assets are
based on management's estimate of realizability, which is reassessed each quarter based upon the Company's
forecast of future taxable income. Failure to achieve forecasted taxable income could affect the ultimate
realization of certain deferred tax assets, and may result in the recognition of a valuation reserve. For additional
information, see Note 11 of the Notes to Consolidated Financial Statements.
Impairment of Long-Lived Assets, including Other Intangible Assets
The Company periodically evaluates whether events or circumstances have occurred that indicate that
long-lived assets may not be recoverable or that the remaining useful life may warrant revision. When such events
or circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the
carrying value will be recovered through the expected undiscounted future cash flows resulting from the use of
the asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the
asset, an impairment loss equal to the excess of the asset's carrying value over its fair value would be recorded.
The long-term nature of these assets requires the estimation of their cash inflows and outflows several years into
the future. Actual results and events could differ significantly from management estimates.
Impairment of Goodwill
Goodwill is evaluated for impairment at the reporting unit level on an annual basis and between annual
tests whenever events or circumstances indicate that the carrying value of a reporting unit may exceed its fair
value. The Company conducts its required annual impairment test as of November 30th each fiscal year. The
impairment test uses a discounted cash flow model to estimate the fair value of a reporting unit. This model
requires the use of long-term forecasts and assumptions regarding industry-specific economic conditions that are
outside the control of the Company. Actual results and events could differ significantly from management
estimates.
Legal Contingencies
The Company is subject to proceedings, lawsuits and other claims in the normal course of business. Each
quarter, the Company formally evaluates pending proceedings, lawsuits and other claims with counsel. These
contingencies require management’s judgment in assessing the likelihood of adverse outcomes and the potential
41
range of probable losses. Liabilities for legal matters are accrued for when it is probable that a liability has been
incurred and the amount of the liability can be reasonably estimated, based upon current law and existing
information. Estimates of contingencies may change in the future due to new developments or changes in legal
approach. Actual results and events could differ significantly from management estimates.
Earn-out Payments
In connection with several acquisitions completed in the past few years, in addition to the cash paid at
closing, additional amounts could be paid depending upon the level of sales generated from certain of the
acquired products. The fair value of the aggregate estimated earn-out payments has been recorded as a liability in
the Consolidated Balance Sheets. Each quarter, the Company is required to re-evaluate the fair value of the
liability for the estimated earn-out payments for such acquisitions. The fair value of the earn-out payments is
estimated using a discounted cash flow model. This model involves the use of estimates and significant judgments
that are based on a number of factors including sales of certain products, future business plans, economic
projections, weighted average cost of capital, and market data. Actual results may differ from forecasted results.
Other Estimates
The Company makes a number of other estimates and judgments in the ordinary course of business
including, but not limited to, those related to product returns, accounts receivable, notes receivable, lease
terminations, asset retirement obligations, post-retirement benefits, stock-based compensation, segment
allocations, environmental liabilities, and contingencies. Establishing reserves for these matters requires
management's estimate and judgment with regard to risk and ultimate liability or realization. As a result, these
estimates are based on management's current understanding of the underlying facts and circumstances and may
also be developed in conjunction with outside advisors, as appropriate. Because of uncertainties related to the
ultimate outcome of these issues or the possibilities of changes in the underlying facts and circumstances, actual
results and events could differ significantly from management estimates.
INFLATION
The prices of key raw materials, consisting primarily of steel and aluminum, and components used by the
Company which are made from these raw materials, are influenced by demand and other factors specific to these
commodities, rather than being directly affected by inflationary pressures. Prices of these commodities have
historically been volatile, and over the past few months prices have continued to fluctuate. The Company did not
experience any significant increase in its labor costs in 2011 related to inflation.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company has historically been exposed to changes in interest rates primarily as a result of its
financing activities. At December 31, 2011, the Company had no outstanding borrowings.
The Company is also exposed to changes in the prices of raw materials, specifically steel and aluminum.
In the third quarter of 2011, the Company entered into derivative instruments for the purpose of managing a
portion of the exposures associated with fluctuations in aluminum costs. While these derivative instruments are
subject to fluctuations in value, these fluctuations are generally offset by the changes in fair value of the
underlying exposures. See Note 14 of the Notes to Consolidated Financial Statements for a more detailed
discussion of derivative instruments.
The Company has historically been able to obtain sales price increases to offset the majority of raw
material cost increases. However, there can be no assurance that future cost increases, if any, can be partially or
fully passed on to customers, or that the timing of such increases will match raw material cost increases.
Additional information required by this item is included under the caption “Inflation” in Item 7 of this
Report.
42
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Drew Industries Incorporated:
We have audited the accompanying consolidated balance sheets of Drew Industries Incorporated and subsidiaries
(the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year period ended December 31, 2011. We also have audited the
Company’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting.” Our
responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company's internal
control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement and whether effective internal control over financial reporting was
maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Drew Industries Incorporated and subsidiaries as of December 31, 2011 and 2010, and the results of
their operations and their cash flows for each of the years in the three-year period ended December 31, 2011, in conformity
with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
/s/ KPMG LLP
Stamford, Connecticut
March 14, 2012
43
Drew Industries Incorporated
Consolidated Statements of Operations
(In thousands, except per share amounts)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Goodwill impairment
Other (income)
Operating profit (loss)
Interest expense, net
Income (loss) before income taxes
Provision (benefit) for income taxes
Net income (loss)
Net income (loss) per common share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
Year Ended December 31,
2011
2010
2009
$ 681,166
541,445
139,721
91,252
-
(79)
48,548
292
48,256
18,197
$ 30,059
$ 572,755
446,585
126,170
80,821
-
(79)
45,428
218
45,210
17,176
$ 28,034
$ 397,839
319,129
78,710
69,489
45,040
(238)
(35,581)
789
(36,370)
(12,317)
$ (24,053)
$
$
1.35
1.34
$
$
1.27
1.26
$
$
(1.10)
(1.10)
22,267
22,444
22,123
22,266
21,807
21,807
The accompanying notes are an integral part of these Consolidated Financial Statements.
44
Drew Industries Incorporated
Consolidated Balance Sheets
(In thousands, except per share amount)
ASSETS
Current assets
Cash and cash equivalents
Short-term investments
Accounts receivable, net
Inventories
Deferred taxes
Prepaid expenses and other current assets
Total current assets
Fixed assets, net
Goodwill
Other intangible assets, net
Deferred taxes
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable, trade
Accrued expenses and other current liabilities
Total current liabilities
Other long-term liabilities
Total liabilities
Stockholders' equity
Common stock, par value $.01 per share: authorized
30,000 shares; issued 24,826 shares at December 31, 2011
and 24,675 shares at December 31, 2010
Paid-in capital
Retained earnings
Stockholders’ equity before treasury stock
Treasury stock, at cost, 2,684 shares at December 31, 2011 and
2,651 shares at December 31, 2010
Total stockholders' equity
Total liabilities and stockholders' equity
December 31,
2011
2010
$
6,584
-
22,620
92,052
10,125
6,187
137,568
95,050
20,499
79,059
14,496
4,411
$ 351,083
$ 38,880
4,999
12,890
69,328
12,142
4,626
142,865
79,848
7,497
57,419
15,770
3,382
$ 306,781
$ 15,742
36,169
51,911
21,876
73,787
$ 11,351
33,723
45,074
18,248
63,322
248
84,389
222,126
306,763
247
79,986
192,067
272,300
(29,467)
277,296
$ 351,083
(28,841)
243,459
$ 306,781
The accompanying notes are an integral part of these Consolidated Financial Statements.
45
Year Ended December 31,
2011 2010
2009
$ 30,059
$ 28,034
$ (24,053)
Drew Industries Incorporated
Consolidated Statements of Cash Flows
(In thousands)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to cash flows
provided by operating activities:
Depreciation and amortization
Stock-based compensation expense
Deferred taxes
Goodwill impairment
Other non-cash items
20,522
4,587
821
-
1,570
Changes in assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net
Inventories
Prepaid expenses and other assets
Accounts payable, accrued expenses and other liabilities
Net cash flows provided by operating activities
(5,007)
(14,738)
(1,848)
865
36,831
Cash flows from investing activities:
Capital expenditures
Acquisitions of businesses
Proceeds from sales of fixed assets
Purchase of short-term investments
Proceeds from maturity of short-term investments
Other investing activities
Net cash flows used for investing activities
Cash flows from financing activities:
Exercise of stock options and deferred stock units
Purchase of treasury stock
Proceeds from line of credit borrowings
Repayments under line of credit borrowings
Payment of special dividend
Other financing activities
Net cash flows used for financing activities
(24,317)
(50,302)
1,338
-
5,000
(843)
(69,124)
1,188
(626)
130,500
(130,500)
-
(565)
(3)
17,087
4,176
(1,438)
-
(613)
(341)
(11,757)
(951)
7,866
42,063
(10,148)
(21,900)
1,788
(20,985)
29,000
(303)
(22,548)
1,082
(1,041)
-
-
(33,032)
(9)
(33,000)
18,468
3,494
(16,685)
45,040
2,836
(4,628)
37,505
3,226
(1,947)
63,256
(3,107)
(1,679)
1,367
(14,992)
2,000
(34)
(16,445)
5,562
-
5,775
(14,458)
-
(17)
(3,138)
Net (decrease) increase in cash
(32,296)
(13,485)
43,673
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
38,880
$ 6,584
52,365
$ 38,880
8,692
$ 52,365
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest
Income taxes, net of refunds
$
284
$ 18,909
$
311
$ 19,862
$
499
$ 3,290
The accompanying notes are an integral part of these Consolidated Financial Statements.
46
Drew Industries Incorporated
Consolidated Statements of Stockholders' Equity
(In thousands, except share and per share amounts)
Common
Stock
241
$
Paid-in
Capital
Retained
Earnings
$ 64,954 $ 221,483
(24,053)
Treasury
Stock
$ (27,800)
Total
Stockholders’
Equity
$ 258,878
(24,053)
5
5,010
531
3,494
250
74,239
246
1
1,134
197,430
28,034
(27,800)
11
4,176
61
(33,032)
365
(365)
247
79,986
192,067
30,059
(1,041)
(28,841)
1
996
216
(2,496)
4,587
1,100
5,015
531
3,494
250
244,115
28,034
1,135
11
4,176
61
(33,032)
-
(1,041)
243,459
30,059
997
216
(2,496)
4,587
1,100
Balance - December 31, 2008
Net (loss)
Issuance of 439,304 shares of
common stock pursuant to stock
options and deferred stock units
Income tax benefit relating to
issuance of common stock
pursuant to stock options and
deferred stock units
Stock-based compensation expense
Issuance of 34,947 deferred stock units
relating to prior year compensation
Balance - December 31, 2009
Net income
Issuance of 113,223 shares of
common stock pursuant to stock
options and deferred stock units
Income tax benefit relating to
issuance of common stock
pursuant to stock options and
deferred stock units
Stock-based compensation expense
Issuance of 2,767 deferred stock units
relating to prior year compensation
Special cash dividend ($1.50 per share)
Dividend equivalents on deferred
stock units
Purchase of 53,879 shares of
treasury stock
Balance - December 31, 2010
Net income
Issuance of 151,150 shares of
common stock pursuant to stock
options, deferred stock units and
restricted stock
Income tax benefit relating to
issuance of common stock
pursuant to stock options and
deferred stock units
Reversal of deferred tax assets due to
expiration of vested stock options
Stock-based compensation expense
Issuance of 47,506 deferred stock units
relating to prior year compensation
Purchase of 33,856 shares of
treasury stock
Balance - December 31, 2011
$
248
$ 84,389 $ 222,126
(626)
$ (29,467)
(626)
$ 277,296
The accompanying notes are an integral part of these Consolidated Financial Statements.
47
Notes to Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Consolidated Financial Statements include the accounts of Drew Industries Incorporated and its
wholly-owned subsidiaries (“Drew” or the “Company”). Drew has no unconsolidated subsidiaries. Drew’s
wholly-owned active subsidiaries are Lippert Components, Inc. and its subsidiaries (collectively “Lippert”) and
Kinro, Inc. and its subsidiaries (collectively “Kinro”). Drew, through Lippert and Kinro, manufactures a broad
array of components for recreational vehicles (“RVs”) and manufactured homes, and to a lesser extent
manufactures components for modular housing, truck caps and buses, as well as for trailers used to haul boats,
livestock, equipment and other cargo.
The recreational vehicle products segment (the “RV Segment”) accounted for 84 percent of the
Company's net sales in 2011, and the manufactured housing products segment (the “MH Segment”) accounted for
16 percent. Approximately 90 percent of the Company’s RV Segment net sales are components to manufacturers
of travel trailer and fifth-wheel RVs. At December 31, 2011, the Company operated 31 plants in 11 states.
Because of the seasonality of the RV and manufactured housing industries, historically the Company’s
operating results in the first and fourth quarters have been the weakest, while the second and third quarters are
traditionally stronger. However, because of fluctuations in RV dealer inventories, and volatile economic
conditions, future seasonal industry trends may be different than in prior years.
The Company is not aware of any significant events, except as disclosed in the Notes to Consolidated
Financial Statements, which occurred subsequent to the balance sheet date but prior to the filing of this report that
would have a material impact on the Consolidated Financial Statements.
All significant intercompany balances and transactions have been eliminated. Certain prior year balances
have been reclassified to conform to current year presentation.
Cash and Investments
The Company considers all highly liquid investments with a maturity of three months or less at the time
of purchase to be cash equivalents. U.S. Treasury Bills are recorded at cost which approximates fair value.
Accounts Receivable
Accounts receivable are stated at the historical carrying value, net of write-offs and allowances. The
Company establishes allowances based upon historical experience and any specific customer collection issues
identified by the Company. Uncollectible accounts receivable are written off when a settlement is reached or
when the Company has determined that the balance will not be collected.
Inventories
Inventories are stated at the lower of cost (using the first-in, first-out method) or market. Cost includes
material, labor and overhead; market is replacement cost or realizable value after allowance for costs of
distribution.
48
Fixed Assets
Fixed assets which are owned are stated at cost less accumulated depreciation, and are depreciated on a
straight-line basis over the estimated useful lives of the properties and equipment. Leasehold improvements and
leased equipment are amortized over the shorter of the lives of the leases or the underlying assets. Maintenance
and repair costs that do not improve service potential or extend economic life are expensed as incurred; significant
improvements are capitalized.
Income Taxes
Deferred tax assets and liabilities are determined based on the temporary differences between the
financial reporting and tax bases of assets and liabilities, applying enacted statutory tax rates in effect for the year
in which the differences are expected to reverse.
The Company accounts for uncertainty in tax positions in accordance with the current accounting
guidance, which requires that a company recognize in its financial statements the impact of a tax position only if
that position is more likely than not of being sustained on audit, based on the technical merits of the position.
Further, the Company assesses the tax benefits of the tax positions in its financial statements based on experience
with similar tax positions, information obtained during the examination process and the advice of experts. The
Company recognizes previously unrecognized tax benefits upon the earlier of the expiration of the period to
assess tax in the applicable taxing jurisdiction or when the matter is constructively settled and upon changes in
statutes or regulations and new case law or rulings.
The Company classifies interest and penalties related to income taxes as income tax expense in its
Consolidated Financial Statements.
Goodwill
Goodwill represents the excess of the total consideration given in an acquisition of a business over the fair
value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but instead is
tested at the reporting unit level for impairment annually in November, or more frequently if certain
circumstances indicate a possible impairment may exist. The impairment tests are based on fair value, determined
using discounted cash flows, appraised values or management’s estimates.
Other Intangible Assets
Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to
their estimated residual values, and reviewed for impairment. The amortization of other intangible assets is done
using a method, straight-line or accelerated, which best reflects the pattern in which the estimated future economic
benefits of the asset will be consumed.
Impairment of Long-Lived Assets
Long-lived assets, other than goodwill, are tested for impairment when changes in circumstances indicate
that their carrying value may not be recoverable. A determination of impairment, if any, is made based on the
undiscounted value of estimated future cash flows, salvage value or expected net sales proceeds, depending on the
circumstances. Impairment is measured as the excess of the carrying value over the estimated fair value of such
assets.
49
Asset Retirement Obligations
Asset retirement obligations are legal obligations associated with the retirement of long-lived assets. The
Company records asset retirement obligations on certain of its owned and leased facilities, leased office
equipment, and leased machinery and equipment. These liabilities are initially recorded at fair value and are
adjusted for changes resulting from revisions to the timing or the amount of the original estimate.
Environmental Liabilities
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and
the amount of the liability can be reasonably estimated, based upon current law and existing technologies. These
amounts, which are not discounted and are exclusive of claims against potentially responsible third parties, are
adjusted periodically as assessment and remediation efforts progress or additional technical or legal information
becomes available. Environmental exposures are difficult to assess for numerous reasons, including the
identification of new sites, developments at sites resulting from investigatory studies and remedial activities,
advances in technology, changes in environmental laws and regulations and their application, the scarcity of
reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of
other potentially responsible parties and the Company’s ability to obtain contributions from other parties, and the
lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of
which are subject to various uncertainties) may be resolved unfavorably against the Company.
Financial Instruments
The carrying values of cash and cash equivalents, short-term investments, accounts receivable and
accounts payable approximated their fair value due to the short-term nature of these instruments.
Stock-Based Compensation
All stock-based compensation awards are expensed on a straight-line basis over their requisite service
period, which is generally the vesting period, based on fair value. The fair value for stock options is determined
using the Black-Scholes option-pricing model, while the fair values of deferred stock units and restricted stock are
based on the market price of the Company’s Common Stock, all on the date the stock-based awards are granted.
Revenue Recognition
The Company recognizes revenue when products are shipped and the customer takes ownership and
assumes risk of loss, collectability is reasonably assured, and the sales price is fixed or determinable. Sales taxes
collected from customers and remitted to governmental authorities, which are not significant, are accounted for on
a net basis and therefore are excluded from net sales in the Consolidated Statements of Operations.
Shipping and Handling Costs
The Company records shipping and handling costs within selling, general and administrative expenses.
Such costs aggregated $24.6 million, $20.2 million and $15.4 million in 2011, 2010 and 2009, respectively.
Legal Costs
The Company expenses all legal costs associated with litigation as incurred. Legal expenses are included
in selling, general and administrative expenses in the Consolidated Statements of Operations.
50
Fair Value Measurements
Fair value is determined using a hierarchy that has three levels based on the reliability of the inputs used
to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for
identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3
includes fair values estimated using significant unobservable inputs.
Use of Estimates
The preparation of these financial statements in conformity with accounting principles generally accepted
in the United States of America requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. On
an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to product
returns, accounts receivable, inventories, notes receivable, goodwill and other intangible assets, income taxes,
warranty obligations, self-insurance obligations, lease terminations, asset retirement obligations, long-lived assets,
post-retirement benefits, stock-based compensation, segment allocations, earn-out payments, environmental
liabilities, contingencies and litigation. The Company bases its estimates on historical experience, other available
information and on various other assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and liabilities that are not
readily apparent from other resources. Actual results and events could differ significantly from management
estimates.
New Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (“FASB”) issued updated standards related to
additional requirements and guidance regarding disclosures of fair value measurements. The guidance requires
new disclosures, including the reasons for and amounts of significant transfers in and out of Levels 1 and 2 fair
value measurements and separate presentation of purchases, sales, issuances and settlements in the reconciliation
of activity for Level 3 fair value measurements. It also clarifies guidance related to determining the appropriate
classes of assets and liabilities and the information to be provided for valuation techniques used to measure fair
value. This guidance with respect to significant transfers in and out of Levels 1 and 2 was effective for interim or
annual periods beginning after December 15, 2009, and with respect to Level 3 fair value measurements was
effective for interim and annual periods beginning after December 15, 2010. The adoption of the guidance had no
significant impact on the Company’s financial statements.
In August 2011, the FASB issued updated standards intended to simplify how an entity tests goodwill for
impairment. Under the new guidance, an entity is no longer required to perform the two-step quantitative
goodwill impairment test unless the entity determines, based on the qualitative assessment, that it is more likely
than not that its fair value is less than its carrying amount. The guidance will be effective for annual and interim
goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of the
guidance is not expected to have a significant impact on the Company’s financial statements.
2. SEGMENT REPORTING
The Company has two reportable segments; the recreational vehicle products segment (the “RV
Segment”) and the manufactured housing products segment (the “MH Segment”). Intersegment sales are
insignificant.
51
The RV Segment, which accounted for 84 percent, 83 percent and 79 percent of consolidated net sales for
2011, 2010 and 2009, respectively, manufactures a variety of products used primarily in the production of RVs,
including:
● Towable steel chassis
● Towable axles and suspension solutions
● Slide-out mechanisms and solutions
● Thermoformed bath, kitchen and other products
● Entry steps
● Manual, electric and hydraulic stabilizer
and leveling systems
● Aluminum windows and screens
● Chassis components
● Furniture and mattresses
● Entry, baggage, patio and ramp doors
● Awnings
● Other accessories
The Company also supplies certain of these products as replacement parts to the RV aftermarket, and
manufactures components for truck caps, buses, and trailers used to haul boats, livestock, equipment and other
cargo. Approximately 90 percent of the Company’s RV Segment net sales are components to manufacturers of
travel trailer and fifth-wheel RVs.
The MH Segment, which accounted for 16 percent, 17 percent and 21 percent of consolidated net sales
for 2011, 2010 and 2009, respectively, manufactures a variety of products used in the production of manufactured
homes and to a lesser extent, modular housing and mobile office units, including:
● Vinyl and aluminum windows and screens
● Thermoformed bath and kitchen products
● Steel and fiberglass entry doors
● Aluminum and vinyl patio doors
● Steel chassis
● Steel chassis parts
● Axles
The Company also supplies windows, doors and thermoformed bath products as replacement parts to the
manufactured housing aftermarket. Certain of the Company’s MH Segment customers manufacture both
manufactured homes and modular homes, and certain of the products manufactured by the Company are suitable
for both types of homes. As a result, the Company is not always able to determine in which type of home its
products are installed.
Decisions concerning the allocation of the Company's resources are made by the Company's key
executives, with oversight by the Board of Directors. This group evaluates the performance of each segment based
upon segment operating profit or loss, defined as income or loss before interest, corporate expenses, goodwill
impairment, accretion, other non-segment items and income taxes. Decisions concerning the allocation of
resources are also based on each segment’s utilization of assets. Management of debt is a corporate function. The
accounting policies of the RV and MH Segments are the same as those described in the Notes to Consolidated
Financial Statements.
52
Information relating to segments follows for the years ended December 31, (in thousands):
RV
Segments
MH
Corporate Goodwill
Impairment
and Other
Total
Total
2011
Net sales from external customers(a) $ 570,643 $ 110,523 $ 681,166 $
Operating profit (loss)(b)(e)
Total assets(c)
Expenditures for long-lived assets(d) $ 66,931 $
$ 17,593 $
Depreciation and amortization
- $
$ 45,715 $ 11,980 $ 57,695 $ (9,147) $
$ 265,768 $ 43,364 $ 309,132 $ 41,951 $
103 $
95 $
3,378 $ 70,309 $
2,834 $ 20,427 $
2010
Net sales from external customers(a) $ 477,202 $ 95,553 $ 572,755 $
Operating profit (loss)(b)(e)
Total assets(c)
Expenditures for long-lived assets(d) $ 41,759 $
$ 13,820 $
Depreciation and amortization
- $
$ 44,388 $
9,590 $ 53,978 $ (8,550) $
$ 186,497 $ 40,366 $ 226,863 $ 79,918 $
34 $
174 $
1,016 $ 42,775 $
3,093 $ 16,913 $
- $ 681,166
- $ 48,548
- $ 351,083
- $ 70,412
- $ 20,522
- $ 572,755
- $ 45,428
- $ 306,781
- $ 42,809
- $ 17,087
2009
Net sales from external customers(a) $ 312,535 $ 85,304 $ 397,839 $
Operating profit (loss)(b)(e)
Total assets(c)
Expenditures for long-lived assets(d) $
Depreciation and amortization
$ 15,660 $
$ 144,031 $ 45,535 $ 189,566 $ 98,499 $
110 $
196 $
- $ 397,839
3,216 $ 18,876 $ (9,417) $ (45,040) $ (35,581)
- $ 288,065
- $
6,115
- $ 18,468
6,005 $
3,940 $ 18,272 $
5,140 $
$ 14,332 $
865 $
- $
(a) Thor Industries, Inc., a customer of the RV Segment, accounted for 36 percent, 41 percent and 38 percent of the Company’s
consolidated net sales for the years ended December 31, 2011, 2010 and 2009, respectively. Berkshire Hathaway Inc. (through its
subsidiaries Forest River, Inc. and Clayton Homes, Inc.), a customer of both segments, accounted for 27 percent, 26 percent and 26
percent of the Company’s consolidated net sales for the years ended December 31, 2011, 2010 and 2009, respectively. No other
customer accounted for more than 10 percent of consolidated net sales for the years ended December 31, 2011, 2010 and 2009.
(b) Certain general and administrative expenses of Lippert and Kinro are allocated between the segments based upon net sales or
operating profit, depending upon the nature of the expense.
(c) Segment assets include accounts receivable, inventories, fixed assets, goodwill and other intangible assets. Corporate and other
assets include cash and cash equivalents, short-term investments, prepaid expenses and other current assets, deferred taxes, and
other assets.
(d) Segment expenditures for long-lived assets include capital expenditures, as well as fixed assets, goodwill and other intangible
assets purchased as part of the acquisition of businesses. The Company purchased $45.2 million, $32.6 million and $2.9 million of
long-lived assets, as part of the acquisitions of businesses in the years ended December 31, 2011, 2010 and 2009, respectively.
(e) Corporate and Other was comprised of the following for the years ended December 31, (in thousands):
Corporate expenses
Accretion of acquisition related earn-outs
Other non-segment items
Total Corporate and Other
2011
(7,483)
(1,886)
222
(9,147)
$
$
2010
(7,990)
(1,582)
1,022
(8,550)
$
$
2009
$ (6,542)
(167)
(2,708)
$ (9,417)
53
Net sales by product were as follows for the years ended December 31, (in thousands):
2011
2010
2009
RV Segment:
Chassis, chassis parts and
slide-out mechanisms
Windows, doors and screens
Furniture and mattresses
Axles and suspension solutions
Specialty trailers
Other
Total RV Segment net sales
$ 316,580
126,130
67,088
43,669
4,544
12,632
$ 570,643
MH Segment:
$ 58,377
Windows, doors and screens
Chassis and chassis parts
38,754
Thermoformed bath and kitchen products 12,317
1,075
$ 110,523
Total MH Segment net sales
Axles and tires
$ 261,811
112,679
49,017
38,420
4,498
10,777
$ 477,202
$ 57,154
25,070
13,079
250
$ 95,553
$ 178,563
64,684
30,290
26,343
6,810
5,845
$ 312,535
$ 46,961
24,892
12,636
815
$ 85,304
Consolidated net sales
$ 681,166
$ 572,755
$ 397,839
The composition of net sales was as follows for the years ended December 31, (in thousands):
RV Segment:
2011
2010
2009
RV Original Equipment Manufacturers:
Travel Trailers and Fifth-Wheels
Motorhomes
RV Aftermarket
Other
Total RV Segment net sales
MH Segment:
$ 510,560
17,092
11,330
31,661
$ 570,643
$ 431,878
17,385
12,164
15,775
$ 477,202
$ 277,971
11,195
9,164
14,205
$ 312,535
MH Original Equipment Manufacturers $ 80,979
16,184
MH Aftermarket
13,360
Other
$ 110,523
Total MH Segment net sales
$ 68,718
16,895
9,940
$ 95,553
$ 66,274
12,703
6,327
$ 85,304
Consolidated net sales
$ 681,166
$ 572,755
$ 397,839
3. ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
Recently Announced Acquisition
Euramax International Incorporated
On February 21, 2012, the Company acquired the business and certain assets of the United States RV
entry door operation of Euramax International, Inc. The acquired business had annualized sales of approximately
$6 million. The purchase price was $1.7 million, of which $1.2 million was paid at closing, with the balance to be
paid over the next three years.
54
Acquisitions in 2011
The five acquisitions completed in 2011 added approximately $40 million in net sales subsequent to their
respective acquisition dates. Assuming that each of the acquisitions completed in 2011 had been completed at the
beginning of 2011, net sales for 2011 would have been $55 million higher.
M&M Fabricators
On December 1, 2011, the Company acquired the business and certain assets of M&M Fabricators. M&M
had annualized sales of approximately $3 million, comprised of chassis modification primarily for producers of
transit buses, specialized commercial vehicles, and Class A and Class C motorhome RVs. The purchase price was
$1.0 million paid at closing, plus contingent consideration based on future sales of this operation. The results of
the acquired business have been included in the Company’s RV Segment and in the Consolidated Statement of
Operations since the acquisition date.
The acquisition of this business was recorded on the acquisition date as follows (in thousands):
Cash consideration
Contingent consideration
Total fair value of consideration given
Customer relationships
Net tangible assets
Total fair value of net assets acquired
Goodwill (tax deductible)
$
961
450
$ 1,411
$
330
820
$ 1,150
$
261
The consideration given was greater than the fair value of the assets acquired, resulting in goodwill,
because the Company anticipates leveraging its existing experience and purchasing power with respect to these
product lines.
Starquest Products, LLC
On August 29, 2011, the Company acquired the business and assets of Starquest Products, LLC and its
affiliated company. Starquest had annual sales of approximately $22 million, comprised primarily of windows for
truck caps, which are fiberglass enclosures that fit over the bed of pick-up trucks, painted to automotive standards
and designed to exact truck bed specifications. Starquest also manufactures windows and doors for horse trailers
and certain types of buses. The purchase price was $22.6 million paid at closing, plus contingent consideration
based on future sales of certain products. The results of the acquired business have been included in the
Company’s RV Segment and in the Consolidated Statement of Operations since the acquisition date.
55
The acquisition of this business was recorded on the acquisition date as follows (in thousands):
Cash consideration
Contingent consideration
Total fair value of consideration given
Customer relationships
Other identifiable intangible assets
Net tangible assets
Total fair value of net assets acquired
Goodwill (tax deductible)
$ 22,600
40
$ 22,640
$ 12,540
1,884
2,871
$ 17,295
$ 5,345
The customer relationships intangible asset is being amortized over its estimated useful life of 15 years.
The consideration given was greater than the fair value of the assets acquired, resulting in goodwill, because the
Company anticipates leveraging its existing experience and purchasing power with respect to these product lines.
EA Technologies, LLC
On August 22, 2011, the Company acquired from EA Technologies, LLC the business and certain assets
of the towable RV chassis and slide-out mechanism operation previously owned by Dexter Chassis Group. The
acquired business had annual sales of more than $40 million. The purchase price was $13.5 million paid at
closing. The results of the acquired business have been included in the Company’s RV Segment and in the
Consolidated Statement of Operations since the acquisition date.
The acquisition of this business was recorded on the acquisition date as follows (in thousands):
Cash consideration
Customer relationships
Net tangible assets
Total fair value of net assets acquired
Goodwill (tax deductible)
$ 13,500
$ 6,960
2,339
$ 9,299
$ 4,201
The customer relationships intangible asset is being amortized over its estimated useful life of 15 years.
The consideration given was greater than the fair value of the assets acquired, resulting in goodwill, because the
Company anticipates leveraging its existing experience and manufacturing capacity with respect to these product
lines.
M-Tec Corporation
On July 19, 2011, the Company acquired certain assets and business of M-Tec Corporation. The acquired
business had annual sales of approximately $12 million comprised primarily of components for RVs, mobile
office units and manufactured homes. The purchase price was $6.0 million paid at closing, plus contingent
consideration based on future sales of existing products. The results of the acquired business have been included
in either the Company’s RV or MH Segments, as appropriate, and in the Consolidated Statement of Operations
since the acquisition date.
56
The acquisition of this business was recorded on the acquisition date as follows (in thousands):
Cash consideration
Contingent consideration
Total fair value of consideration given
Customer relationships
Other identifiable intangible assets
Net tangible assets
Total fair value of net assets acquired
Goodwill (tax deductible)
$ 5,990
450
$ 6,440
$ 2,310
315
1,723
$ 4,348
$ 2,092
The customer relationships intangible asset is being amortized over its estimated useful life of 15 years.
The consideration given was greater than the fair value of the assets acquired, resulting in goodwill, because the
Company anticipates leveraging its existing manufacturing expertise and purchasing power with respect to these
product lines.
Home-Style Industries
On January 28, 2011, the Company acquired the operating assets and business of Home-Style Industries,
and its affiliated companies. Home-Style had annual sales of approximately $12 million comprised primarily of a
full line of upholstered furniture and mattresses primarily for towable RVs in the Northwest U.S. market. The
purchase price was $7.3 million paid at closing, plus contingent consideration based on future sales of existing
products in specific geographic regions. The results of the acquired business have been included in the
Company’s RV Segment and in the Consolidated Statement of Operations since the acquisition date.
The acquisition of this business was recorded on the acquisition date as follows (in thousands):
Cash consideration
Contingent consideration
Total fair value of consideration given
Customer relationships
Other identifiable intangible assets
Net tangible assets
Total fair value of net assets acquired
Goodwill (tax deductible)
$ 7,250
150
$ 7,400
$ 3,350
365
2,582
$ 6,297
$ 1,103
The customer relationships intangible asset is being amortized over its estimated useful life of 12 years.
The consideration given was greater than the fair value of the assets acquired, resulting in goodwill, because the
Company anticipates leveraging its existing experience and purchasing power with respect to these product lines.
Acquisitions in 2010
Chassis Modification and Suspension Enhancement
On August 30, 2010, the Company acquired the operating assets of Sellers Mfg., Inc., which modifies
chassis primarily for producers of Class A and Class C motorhome RVs, transit buses, and specialized
commercial trucks. In addition, Sellers manufactures the patented E-Z CruiseTM, a suspension enhancement
57
system for transit buses and Class C motorhomes, which improves the vehicle’s ride performance. Sellers had
annualized sales of less than $1 million. The purchase price was $0.5 million paid at closing. The results of the
acquired business have been included in the Company’s RV Segment and in the Consolidated Statements of
Operations since the acquisition date.
Wall Slide and Other RV Products
On March 16, 2010, the Company acquired certain intellectual property and other assets from Schwintek,
Inc. The purchase included certain products, one of which a patent has been issued, and several of which patents
are pending, consisting of an innovative RV wall slide-out mechanism, an aluminum cylinder for use in leveling
devices for motorhomes, and a power roof lift for tent campers. Schwintek had annualized sales of approximately
$5 million. The purchase price was $20.0 million paid at closing, plus contingent consideration based on future
unit sales of the acquired products. The results of the acquired business have been included in the Company’s RV
Segment and in the Consolidated Statements of Operations since the acquisition date.
The acquisition of this business was recorded on the acquisition date as follows (in thousands):
Cash consideration
Contingent consideration
Total fair value of consideration given
Patents
In-process research and development
Other identifiable intangible assets
Net tangible assets
Total fair value of net assets acquired
Goodwill (tax deductible)
$ 20,000
9,929
$ 29,929
$ 16,840
4,457
1,603
410
$ 23,310
$
6,619
The patents are being amortized over their estimated useful life of 13 years. The consideration given was
greater than the fair value of the assets acquired, resulting in goodwill, because the Company anticipates an
increase in the markets for the acquired products, market share growth in both existing and new markets, as well
as attainment of synergies.
Level-UpTM System
On February 18, 2010, the Company acquired the patent-pending design for Level-UpTM, a six-point
leveling system for fifth-wheel RVs. Level-UpTM had annualized sales of approximately $1 million. The purchase
price was $1.4 million paid at closing, plus contingent consideration based on future unit sales of the Level-UpTM.
The results of the acquired business have been included in the Company’s RV Segment and in the Consolidated
Statements of Operations since the acquisition date.
58
The acquisition of this business was recorded on the acquisition date as follows (in thousands):
Cash consideration
Contingent consideration
Total fair value of consideration given
Patents
Other identifiable intangible assets
Total fair value of assets acquired
Goodwill (tax deductible)
$ 1,400
404
$ 1,804
$ 1,157
180
$ 1,337
$
467
The patents are being amortized over their estimated useful life of 13 years. The consideration given was
greater than the fair value of the assets acquired, resulting in goodwill, because the Company anticipates an
increase in the markets for the acquired product.
Acquisitions in 2009
Front Entry Doors for Manufactured Homes
On September 29, 2009, Kinro acquired certain inventory and equipment used for the production of front
entry doors for manufactured homes. The purchase price was $0.9 million paid at closing. The results of the
acquired business have been included in the Company’s MH Segment and in the Consolidated Statements of
Operations since the acquisition date.
Slide-out Storage Box for Pick-up Trucks
On September 11, 2009, Lippert acquired the patent-pending design for a tool box containing a slide-out
storage tray. This newly-designed product, used in pick-up trucks, tow trucks and other mobile service vehicles, is
being produced at the Company’s existing manufacturing plants. The purchase price was $0.4 million paid at
closing. The results of the acquired business have been included in the Company’s RV Segment and in the
Consolidated Statements of Operations since the acquisition date.
QuickBiteTM
On May 15, 2009, the Company acquired the patents for the QuickBiteTM coupler, and other intellectual
properties and assets. The minimum aggregate purchase price was $0.5 million, of which $0.3 million was paid at
closing and the balance was paid on May 15, 2010, plus contingent consideration based on future units sold. The
results of the acquired business have been included in the Company’s RV Segment and in the Consolidated
Statements of Operations since the acquisition date.
In 2009, the aggregate consideration for the acquisitions of the QuickBiteTM coupler, slide-out storage box
for pick-up trucks, and front entry doors for manufactured homes was recorded as follows (in thousands):
Net tangible assets
Intangible assets
Less: Contingent consideration
Less: Other
Total cash consideration
$ 1,370
1,780
3,150
(1,204)
(267)
$ 1,679
59
Goodwill
Goodwill by reportable segment was as follows (in thousands):
MH Segment RV Segment
Accumulated cost
Accumulated impairment
Net balance - December 31, 2008
Acquisitions - 2009
Impairment
Net balance - December 31, 2009
Acquisitions - 2010
Net balance - December 31, 2010
Acquisitions - 2011
Net balance - December 31, 2011
Accumulated cost
Accumulated impairment
Net balance - December 31, 2011
$ 9,251
-
9,251
-
(9,251)
-
-
-
774
774
$
$ 10,025
(9,251)
774
$
$ 40,349
(5,487)
34,862
927
(35,789)
-
7,497
7,497
12,228
$ 19,725
Total
$ 49,600
(5,487)
44,113
927
(45,040)
-
7,497
7,497
13,002
$ 20,499
$ 61,001
(41,276)
$ 19,725
$ 71,026
(50,527)
$ 20,499
The Company has elected to perform its annual goodwill impairment procedures for all of its reporting
units as of November 30, and therefore, the Company updated its carrying value calculations and fair value
estimates for each of its reporting units as of November 30, 2011. Based on the comparison of the carrying values
to the estimated fair values, the value of the Company’s reporting units significantly exceeded their carrying
value, and the Company concluded that no goodwill impairment existed at that time. The Company plans to
update its review as of November 30, 2012, or sooner if events occur or circumstances change that could reduce
the fair value of a reporting unit below its carrying value.
During the first quarter of 2009, because the Company’s stock price on the New York Stock Exchange
was below its book value, and due to the continued declines in industry-wide wholesale shipments of RVs and
manufactured homes, the Company conducted an impairment analysis of the goodwill of each of its reporting
units, resulting in the impairment and non-cash write-off of $45.0 million of goodwill. This impairment analysis
of goodwill was completed during the first quarter of 2009 using Level 3 fair value inputs.
The fair value of each reporting unit was estimated with a discounted cash flow model utilizing internal
forecasts and observable market data, to the extent available, to estimate future cash flows. The forecast included
an estimate of long-term future growth rates based on management’s most recent views of the long-term outlook
for each reporting unit.
At March 31, 2009 the discount rate used in the discounted cash flow model prepared for the goodwill
impairment analysis was 16.5 percent, derived by applying the weighted average cost of capital model, which
weights the cost of debt and equity financing. The Company also considered the relationship of debt to equity of
other similar companies, as well as the risks and uncertainty inherent in the markets generally and in the
Company’s internally developed forecasts.
Based on the analyses, the carrying value of the RV, manufactured housing and specialty trailer reporting
units exceeded their fair value. As a result, the Company performed the second step of the impairment test, which
required the Company to determine the fair value of each reporting unit’s assets and liabilities, including all of the
tangible and identifiable intangible assets of each reporting unit, excluding goodwill. The results of the second
step implied that the fair value of goodwill was zero, therefore the Company recorded a non-cash impairment
60
charge to write-off the entire goodwill of the RV and manufactured housing reporting units in the first quarter of
2009.
These non-cash goodwill impairment charges were largely the result of uncertainties in the economy, and
in the RV and manufactured housing industries, as well as the discount rates used to determine the present value
of projected cash flows. Estimating the fair value of reporting units, and the reporting unit’s asset and liabilities,
involves the use of estimates and significant judgments that are based on a number of factors including actual
operating results, future business plans, economic projections and market data. Actual results may differ from
forecasted results.
Other Intangible Assets
Other intangible assets, by segment, consisted of the following at December 31, (in thousands):
RV Segment
MH Segment
Other intangible assets
2011
$ 75,412
3,647
$ 79,059
2010
$ 54,173
3,246
$ 57,419
Other intangible assets consisted of the following at December 31, 2011 (in thousands):
Customer relationships
Patents
Tradenames
Non-compete agreements
Other intangible assets
Gross
Cost
$ 50,645
46,139
8,069
4,136
$ 108,989
Accumulated
Amortization
$ 14,483
10,651
3,408
1,388
$ 29,930
Net
Balance
$ 36,162
35,488
4,661
2,748
$ 79,059
Estimated Useful
Life in Years
3 to 16
2 to 19
5 to 15
3 to 7
Other intangible assets consisted of the following at December 31, 2010 (in thousands):
Customer relationships
Patents
Tradenames
Non-compete agreements
Other intangible assets
Gross
Cost
$ 25,155
45,599
7,270
3,078
$ 81,102
Accumulated
Amortization
$ 11,227
7,738
3,282
1,436
$ 23,683
Net
Balance
$ 13,928
37,861
3,988
1,642
$ 57,419
Estimated Useful
Life in Years
3 to 16
2 to 19
5 to 15
3 to 7
Amortization expense related to other intangible assets was as follows for the years ended December 31,
(in thousands):
Cost of sales
Selling, general and administrative expenses
Amortization expense
2011
$ 3,393
4,958
$ 8,351
61
2010
2009
$ 2,686 $ 1,658
3,772
$ 6,490 $ 5,430
3,804
Estimated amortization expense for other intangible assets for the next five years is as follows (in
thousands):
Cost of sales
Selling, general and administrative expenses
Amortization expense
2012
$ 3,711
6,416
$ 10,127
2013
$ 3,978
5,593
$ 9,571
2014
$ 4,171
5,190
$ 9,361
2015
2016
$ 4,336 $ 4,335
4,509
3,621
$ 8,845 $ 7,956
At December 31, 2011, other intangible assets included $2.7 million related to the Company’s marine and
leisure operation, which sells trailers primarily for hauling small and medium-sized boats and related axles. Over
the last several years, industry shipments of small and medium-sized boats have declined significantly. From time
to time, throughout this period, the Company conducted impairment analyses on these operations, and the
estimated fair value of these operations continued to exceed the corresponding carrying values, thus no
impairment has been recorded. A further downturn in industry shipments of small and medium-sized boats, or in
the profitability of the Company’s operations, could result in a future non-cash impairment charge for the related
other intangible assets.
4. CASH AND INVESTMENTS
Cash and investments consisted of the following at December 31, (in thousands):
Cash in banks
Money Market – Wells Fargo
Money Market – JPMorgan Chase
U.S. Treasury Bills – cash equivalents
Cash and cash equivalents
U.S. Treasury Bills – short-term investments
Cash and investments
2011
$ 6,584
-
-
-
6,584
-
$ 6,584
2010
$ 11,664
9,039
4,177
14,000
38,880
4,999
$ 43,879
5. ACCOUNTS RECEIVABLE
The following table provides a reconciliation of the activity related to the Company’s allowance for
doubtful accounts receivable, for the years ended December 31, (in thousands):
Balance at beginning of period
Provision for doubtful accounts
Additions related to acquired businesses
Recoveries
Accounts written off
Balance at end of period
$
2011
$
499
72
129
340
(182)
858
2010
$ 1,003
425
-
104
(1,033)
499
$
2009
$ 1,486
999
-
22
(1,504)
$ 1,003
In addition to the allowance for doubtful accounts receivable, the Company had an allowance for prompt
payment discounts in the amount of $0.3 million at December 31, 2011, and $0.2 million at each of December 31,
2010 and 2009.
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6. INVENTORIES
Inventories consisted of the following at December 31, (in thousands):
Raw materials
Work in process
Finished goods
Total
7. FIXED ASSETS
2011
$ 77,066
3,224
11,762
$ 92,052
2010
$ 59,204
1,683
8,441
$ 69,328
Fixed assets consisted of the following at December 31, (in thousands):
Land
Buildings and improvements
Leasehold improvements
Machinery and equipment
Furniture and fixtures
Construction in progress
Fixed assets, at cost
2011
$ 10,855
70,108
1,143
91,199
11,562
4,217
189,084
Less accumulated depreciation and amortization 94,034
$ 95,050
Fixed assets, net
Estimated Useful
Life in Years
10 to 40
2 to 5
2 to 12
3 to 8
2010
$ 9,967
64,611
1,255
80,121
9,524
647
166,125
86,277
$ 79,848
Depreciation and amortization of fixed assets was as follows for the years ended December 31, (in
thousands):
Cost of sales
Selling, general and administrative expenses
Total
2011
$ 10,130
1,990
$ 12,120
2010
$ 8,832
1,685
$ 10,517
2009
$ 11,155
1,752
$ 12,907
8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following at December 31, (in thousands):
Employee compensation and benefits
Warranty
Sales rebates
Contingent consideration
Other
Accrued expenses and other
2011
$ 14,258
5,882
3,337
3,292
9,400
2010
$ 16,643
4,005
1,668
1,827
9,580
current liabilities
$ 36,169
$ 33,723
Estimated costs related to product warranties are accrued at the time products are sold. In estimating its
future warranty obligations, the Company considers various factors, including the Company’s (i) historical
warranty experience, (ii) product mix, and (iii) sales patterns. The following table provides a reconciliation of the
63
activity related to the Company’s accrued warranty, including both the current and long-term portions, for the
years ended December 31, (in thousands):
Balance at beginning of period
Provision for warranty expense
Warranty liability from acquired businesses
Warranty costs paid
Total accrued warranty
Less long-term portion
Current accrued warranty
2011
$ 5,892
6,750
563
(4,565)
8,640
2,758
$ 5,882
2010
$ 4,686
4,220
40
(3,054)
5,892
1,887
$ 4,005
2009
$ 5,419
2,254
25
(3,012)
4,686
1,346
$ 3,340
9. RETIREMENT AND OTHER BENEFIT PLANS
Defined Contribution Plan
The Company maintains a discretionary defined contribution 401(k) profit sharing plan covering all
eligible employees. The Company contributed $1.0 million, $1.0 million and $0.9 million to this plan during the
years ended December 31, 2011, 2010 and 2009, respectively.
Deferred Compensation Plan
The Company has an Executive Non-Qualified Deferred Compensation Plan (the “Plan”). Pursuant to the
Plan, certain management employees are eligible to defer all or a portion of their regular salary and incentive
compensation. Participants deferred $2.0 million, $0.9 million and $0.3 million in 2011, 2010 and 2009,
respectively. The amounts deferred under this Plan are credited with earnings or losses based upon changes in
values of the notional investments elected by the Plan participants. Each Plan participant is fully vested in their
deferred compensation and earnings credited to his or her account as all contributions to the Plan are made by the
participant. The Company is responsible for certain costs of Plan administration, which are not significant, and
will not make any contributions to the Plan. Pursuant to the Plan, payments to the Plan participants are made from
the general unrestricted assets of the Company, and the Company’s obligations pursuant to the Plan are unfunded
and unsecured. Participants withdrew $0.6 million, $0.1 million and $0.5 million from the Plan in 2011, 2010, and
2009, respectively. At December 31, 2011 and 2010, deferred compensation of $4.5 million and $3.3 million,
respectively, was recorded in other long-term liabilities.
10. LONG-TERM INDEBTEDNESS
The Company had no debt at December 31, 2011 and 2010.
On February 24, 2011, the Company entered into an agreement (the “Credit Agreement”) for a $50.0
million line of credit with JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. (collectively, the “Lenders”),
amending the Company’s previous $50.0 million line of credit that was scheduled to expire in December 2011.
The maximum borrowings under the Company’s line of credit can be increased by $20.0 million upon approval of
the Lenders. Interest on borrowings under the line of credit is designated from time to time by the Company as
either (i) the Prime Rate, but not less than 2.5 percent, plus additional interest up to 0.8 percent (0 percent at
December 31, 2011 and 2010), or (ii) LIBOR plus additional interest ranging from 2.0 percent to 2.8 percent (2.0
percent at December 31, 2011 and 2010) depending on the Company’s performance and financial condition. The
Credit Agreement expires on January 1, 2016. At December 31, 2011 and 2010, the Company had $3.6 million
and $5.5 million, respectively, in outstanding letters of credit under the line of credit. Availability under the
Company’s line of credit was $46.4 million at December 31, 2011.
64
Simultaneously, the Company entered into a $150.0 million “shelf-loan” facility with Prudential
Investment Management, Inc. and its affiliates (“Prudential”), amending and increasing the Company’s previous
$125.0 million “shelf-loan” facility with Prudential. The facility provides for Prudential to consider purchasing, at
the Company’s request, in one or a series of transactions, Senior Promissory Notes of the Company in the
aggregate principal amount of up to $150.0 million, to mature no more than twelve years after the date of original
issue of each Senior Promissory Note. Prudential has no obligation to purchase the Senior Promissory Notes.
Interest payable on the Senior Promissory Notes will be at rates determined by Prudential within five business
days after the Company issues a request to Prudential. At December 31, 2011 and 2010, there were no Senior
Promissory Notes outstanding. This facility expires on February 24, 2014.
Both the line of credit pursuant to the Credit Agreement and the “shelf-loan” facility are subject to a
maximum leverage ratio covenant which limits the amount of consolidated outstanding indebtedness to 2.5 times
the trailing twelve-month EBITDA, as defined. As a result, the remaining availability under these facilities was
$188.8 million at December 31, 2011. The Company believes this availability, together with the $6.6 million in
cash at December 31, 2011, is more than adequate to finance the Company’s anticipated working capital and
capital expenditure requirements for 2012.
Pursuant to the Credit Agreement and “shelf-loan” facility, at December 31, 2011 and 2010 the Company
was required to maintain minimum interest and fixed charge coverages, and to meet certain other financial
requirements. At December 31, 2011 and 2010, the Company was in compliance with all such requirements, and
expects to remain in compliance during 2012.
Borrowings under both the line of credit and the “shelf-loan” facility are secured on a pari passu basis by
first priority liens on the capital stock or other equity interests of each of the Company’s direct and indirect
subsidiaries.
The Company had an unsecured letter of credit outstanding, unrelated to the Credit Agreement, which
aggregated $0.2 million at December 31, 2010. This letter of credit expired January 31, 2011, and was not
renewed.
11. INCOME TAXES
The provision (benefit) for income taxes in the Consolidated Statements of Operations was as follows for
the years ended December 31, (in thousands):
Current:
Federal
State
Total current provision
Deferred:
Federal
State
Total deferred provision (benefit)
Provision (benefit) for income taxes
2011
2010
2009
$ 13,875
3,501
17,376
590
231
821
$ 18,197
$ 14,971
3,643
18,614
(1,481)
43
(1,438)
$ 17,176
$ 3,700
668
4,368
(13,485)
(3,200)
(16,685)
$ (12,317)
65
The provision (benefit) for income taxes differs from the amount computed by applying the federal
statutory rate to income (loss) before income taxes for the following reasons for the years ended December 31, (in
thousands):
Income tax at federal statutory rate
State income taxes, net of federal income tax impact
Non-deductible goodwill impairment
Federal tax credits
Other non-deductible expenses
Manufacturing credit pursuant to Jobs Creation Act
Other
Provision (benefit) for income taxes
2011
$ 16,889
2,426
-
(309)
178
(828)
(159)
$ 18,197
2010
$ 15,823
2,373
-
(66)
127
(1,110)
29
$ 17,176
2009
$ (12,366)
(1,671)
2,030
(354)
100
(50)
(6)
$ (12,317)
At December 31, 2011 and 2010, respectively, federal and state income taxes payables of $1.0 million
and $2.7 million were included in accrued expenses and other current liabilities.
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and
deferred tax liabilities were as follows at December 31, (in thousands):
Deferred tax assets:
Goodwill and other intangible assets
Stock options
Deferred compensation
Inventory
Warranty
Accrued insurance
Other
Total deferred tax assets
Deferred tax liabilities:
Fixed assets
Net deferred tax assets
2011
2010
$ 15,794
3,375
3,186
3,147
1,612
1,013
2,312
30,439
5,818
$ 24,621
$ 15,604
4,826
2,103
2,717
1,554
1,796
3,228
31,828
3,916
$ 27,912
The Company concluded that it is more likely than not that the deferred tax assets at December 31, 2011
will be realized in the ordinary course of operations based on projected future taxable income and scheduling of
deferred tax liabilities.
Excess tax benefits on stock-based compensation of $0.2 million, $0.1 million and $0.5 million were
credited directly to stockholders' equity for 2011, 2010 and 2009, respectively, relating to tax benefits which
exceeded the compensation cost for stock-based compensation recognized in the Consolidated Financial
Statements.
In 2011, the Company reversed $2.5 million of deferred tax assets related to the expiration of vested stock
options that were granted in prior years. This reversal was recorded as a reduction of stockholders’ equity,
against the pool of available excess tax benefits from prior exercises of stock options.
At December 31, 2011, the Company had deferred tax assets of $3.4 million related to unexercised stock
options. The Company’s stock price at December 31, 2011 was below the exercise price of certain of the
unexercised stock options. If the stock price remains below the exercise price of these stock options, the related
deferred tax assets will not be realized. The reversal of such deferred tax assets will be recorded as a reduction of
66
stockholders’ equity, to the extent there are available excess tax benefits from prior stock option exercises, with
any remaining deficiency recorded as additional income tax expense in the Consolidated Statements of
Operations. At December 31, 2011 the remaining available pool of excess tax benefits from prior stock option
exercises in stockholders' equity was $9.5 million.
Unrecognized Tax Benefits
The following table reconciles the total amounts of unrecognized tax benefits, at December 31, (in
thousands):
Balance at beginning of period
Changes in tax positions of prior years
Additions based on tax positions
related to the current year
Payments
Expiration of statute of limitations
Balance at end of period
2011
$ 2,213
(341)
313
-
-
$ 2,185
2010
$ 2,159
1
260
(41)
(166)
$ 2,213
2009
$ 5,782
(287)
661
(3,891)
(106)
$ 2,159
In addition, the total amount of accrued interest and penalties related to taxes was $0.6 million, $0.5
million and $0.4 million at December 31, 2011, 2010 and 2009, respectively.
The total amount of unrecognized tax benefits, net of federal income tax benefits, of $1.6 million, $1.7
million and $1.6 million at December 31, 2011, 2010 and 2009, respectively, would, if recognized, increase the
Company’s earnings, and lower the Company’s annual effective tax rate in the year of recognition.
The Company periodically undergoes examinations by the Internal Revenue Service (“IRS”), as well as
various state taxing authorities. The IRS and other taxing authorities routinely challenge certain deductions and
positions reported by the Company on its income tax returns. For federal income tax purposes, the tax years 2007
through 2010 remain subject to examination.
In connection with a tax audit, and after several negotiations, the Company and the Indiana Department of
Revenue settled tax years 1998 to 2000 for $0.6 million, as well as tax years 2001 to 2006 for $4.0 million,
including interest. The aggregate settlement amount was fully reserved prior to 2009, and was paid in April of
2009. In connection with the settlement, the Indiana Department of Revenue reserved the right to further examine
tax years 2001 through 2006. The years 2001 through 2006 are currently under such examination. In addition, for
Indiana state income tax purposes, the tax years 2007 through 2010 remain subject to examination.
The Company has assessed its risks associated with all tax return positions, and believes that its tax
reserve estimates reflect its best estimate of the deductions and positions that it will be able to sustain, or that it
may be willing to concede as part of a settlement. At this time, the Company cannot estimate the range of
reasonably possible change in its tax reserve estimates in 2012. While these tax matters could materially affect
operating results when resolved in future periods, it is management’s opinion that after final disposition, any
monetary liability or financial impact to the Company beyond that provided for in the Consolidated Balance Sheet
as of December 31, 2011, would not be material to the Company’s financial position or annual results of
operations.
67
12. COMMITMENTS AND CONTINGENCIES
Leases
The Company's lease commitments are primarily for real estate, machinery and equipment, and vehicles.
The significant real estate leases provide for renewal options and require the Company to pay for property taxes
and all other costs associated with the leased property.
Future minimum lease payments under operating leases at December 31, 2011 are as follows (in
thousands):
2012
$ 4,430
2013
2,458
2014
1,121
2015
679
2016
491
1,419
Thereafter
Total minimum lease payments $ 10,598
Rent expense for operating leases was $5.4 million, $5.7 million and $6.7 million for the years ended
December 31, 2011, 2010 and 2009, respectively.
Contingent Consideration
In connection with several acquisitions since 2009, if certain sales targets for the acquired products are
achieved, the Company would pay additional cash consideration. The Company has recorded a liability for the
fair value of these expected earn-out payments at December 31, 2011 and 2010, based on the present value of the
expected future cash flows using a market participant’s weighted average cost of capital of 14.9 percent and 16.6
percent, respectively.
The following table summarizes the expected earn-outs as of December 31, 2011 (in thousands):
Acquisition
Schwintek products
Level-UpTM six-point leveling system
Other acquired products
Total
Estimated
Payments
$ 14,555(a)
2,738(b)
2,074(c)
$ 19,367
$
Fair Value
of Estimated
Payments
11,371
1,914
1,276
14,561
$
(a) Earn-out payments for three of the four products expire in March 2014. Earn-out payments for the remaining
product will cease five years after the product is first sold to customers. Two of the four products acquired have a
combined remaining maximum earn-out payment of $12.7 million, of which the Company estimates $11.4 million
will be paid. Other than expiration of the earn-out period, the remaining products have no maximum on earn-out
payments.
(b) Other than expiration of the earn-out period in February 2016, these products have no maximum on earn-out
payments.
(c) Earn-out payments expire at various dates through October 2025. Certain of these products have a combined
maximum of $3.0 million, while the remaining products have no maximum on earn-out payments.
68
As required, the liability for these estimated earn-out payments was re-evaluated quarterly, considering
actual sales of the acquired products, updated sales projections, and the updated market participant weighted
average cost of capital. Depending upon the weighted average costs of capital and future sales of the products
which are subject to earn-outs, the Company could record adjustments in future periods.
The following table provides a reconciliation of the Company’s contingent consideration liability for the
years ended December 31, (in thousands):
Beginning balance
Acquisitions
Payments
Accretion(a)
Fair value adjustments(a)
Total ending balance
Less current portion in accrued expenses and other
current liabilities
Total long-term portion in other long-term liabilities
2011
$ 12,104
1,090
(398)
1,886
(121)
14,561
2010
$ 1,370
10,333
(8)
1,582
(1,173)
12,104
(3,292)
$ 11,269
(1,827)
$ 10,277
$
2009
-
1,204
(1)
167
-
1,370
(63)
$ 1,307
(a) Recorded in selling, general and administrative expense in the Consolidated Statements of Operations.
Litigation
On or about January 3, 2007, an action was commenced in the United States District Court, Central
District of California, entitled, as amended, Gonzalez and Royalty vs. Drew Industries Incorporated, Kinro, Inc.,
Kinro Texas Limited Partnership d/b/a Better Bath Components; Skyline Corporation, and Skylines Homes, Inc.
(Case No. CV06-08233).
The case purported to be a class action. In the course of the proceedings during 2010, the Court dismissed
each of the seven claims asserted by the named plaintiffs. They appealed to the Ninth Circuit Court of Appeals,
plaintiffs and Kinro filed appeal briefs, and a decision from the Court of Appeals is pending.
Plaintiffs alleged that certain bathtubs manufactured by Kinro Texas Limited Partnership, a subsidiary of
Kinro, and sold under the name “Better Bath” for use in manufactured homes, failed to comply with certain safety
standards relating to flame spread established by the U.S. Department of Housing and Urban Development
(“HUD”). Plaintiffs alleged, among other things, that sale of these products is in violation of various provisions of
the California Consumers Legal Remedies Act (Cal. Civ. Code Sec. 1770 et seq.), the Magnuson-Moss Warranty
Act (15 U.S.C. Sec. 2301 et seq.), the California Song-Beverly Consumer Warranty Act (Cal. Civ. Code Sec.
1790 et seq.), and the California Unfair Competition Law (Cal. Bus. & Prof. Code Sec. 17200 et seq.).
Plaintiffs sought to require defendants to notify members of the class of the allegations in the proceeding
and the claims made, to repair or replace the allegedly defective products, to reimburse members of the class for
repair, replacement and consequential costs, to cease the sale and distribution of the allegedly defective products,
and to pay actual and punitive damages and plaintiff’s attorneys fees. The Company’s liability insurer denied
coverage on the ground that plaintiffs did not sustain any personal injury or property damage.
Kinro conducted a comprehensive investigation of the allegations made in connection with the claims,
including with respect to the HUD safety standards, test results, testing procedures, and the use of labels. In
addition, at Kinro’s initiative, independent laboratories conducted multiple tests on materials used by Kinro in the
manufacture of bathtubs, the results of which tests indicate that Kinro’s bathtubs are in compliance with HUD
regulations.
69
If the Court of Appeals reverses the District Court’s rulings, which dismissed all claims asserted by the
named plaintiffs, and if plaintiffs pursue their claims, protracted litigation could result. Although the outcome of
such litigation cannot be predicted, if certain essential findings are ultimately unfavorable to Kinro, the Company
could sustain a material liability. However, based upon all the developments in this case to date, the Company
believes that it is remote that a material loss will be incurred in connection with this case.
In addition, in the normal course of business, the Company is subject to proceedings, lawsuits and other
claims. All such matters are subject to uncertainties and outcomes that are not predictable with assurance. While
these matters could materially affect operating results when resolved in future periods, it is management’s opinion
that after final disposition, including anticipated insurance recoveries in certain cases, any monetary liability or
financial impact to the Company beyond that provided in the Consolidated Balance Sheet as of December 31,
2011, would not be material to the Company’s financial position or annual results of operations.
Severance
The Company incurred severance and relocation costs of $0.1 million, $1.7 million, and $1.6 million in
2011, 2010 and 2009, respectively, which were recorded in selling, general and administrative expenses in the
Consolidated Statements of Operations. The Company does not anticipate incurring further significant severance
and relocation costs.
The liability for severance obligations, which will be paid through 2015, was recorded as follows at
December 31, (in thousands):
Other accrued expenses and current liabilities
Other long-term liabilities
Total severance liability
2011
$
449
1,028
$ 1,477
2010
$
726
1,504
$ 2,230
2009
$ 1,293
1,205
$ 2,498
13. STOCKHOLDERS' EQUITY
Special Dividend
On December 28, 2010, a special dividend of $1.50 per share of the Company’s Common Stock, or an
aggregate of $33.0 million, was paid to stockholders of record as of December 20, 2010. In this connection,
holders of deferred stock units were credited with deferred stock units equal to $1.50 per deferred stock unit, or
$0.4 million in total. In connection with the special cash dividend, the Compensation Committee of the
Company’s Board of Directors reduced the exercise price of all the outstanding stock options by $1.50 per share.
As a result of this stock option modification, the Company recorded a charge of $0.2 and $0.4 million in 2011 and
2010, respectively, and expects to record additional charges aggregating $0.3 million over the next four years.
Stock-Based Awards
Pursuant to the Drew Industries Incorporated Equity Award and Incentive Plan, as Amended and Restated
(the “Equity Plan”), which was approved by stockholders in May 2011, the Company may grant to its directors,
employees, and consultants Common Stock-based awards, such as stock options, restricted stock and deferred
stock units. All such awards granted under the Equity Plan must be approved by the Compensation Committee of
Drew’s Board of Directors (the “Committee”). The Committee determines the period for which all such awards
may be exercisable, but in no event may such an award be exercisable more than 10 years from the date of grant.
The number of shares available under the Equity Plan, and the exercise price of all such awards granted under the
Equity Plan, are subject to adjustments by the Committee to reflect stock splits, dividends, recapitalization,
70
mergers, or other major corporate actions. The number of shares available for granting awards was 1,627,842 and
605,145 at December 31, 2011 and 2010, respectively.
Stock-based compensation resulted in charges to operations as follows for the years ended December 31,
(in thousands):
Stock options
Deferred stock units
Restricted stock
Stock-based compensation expense
2011
$ 3,218
1,264
105
$ 4,587
2010
$ 3,359
817
-
$ 4,176
2009
$ 2,845
649
-
$ 3,494
Stock-based compensation expense is recorded in the Consolidated Statements of Operations in the same
line that cash compensation to those employees is recorded, primarily in selling, general and administrative
expenses. In addition, for the years ended December 31, 2011, 2010 and 2009, the Company issued deferred stock
units to certain executive officers in lieu of cash for a portion of the incentive compensation in accordance with
their compensation arrangements, relating to prior year compensation of $1.1 million, $0.1 million and $0.3
million, respectively. In February 2012, the Company issued 7,548 deferred stock units at $26.54, or $0.2 million,
to certain executive officers in lieu of cash for a portion of their 2011 incentive compensation in accordance with
their compensation arrangements.
The fair value of each stock option grant was estimated on the date of the grant, and estimated again on
the date of the modification for the special dividend, using the Black-Scholes option-pricing model with the
following weighted average assumptions:
Risk-free interest rate
Expected volatility
Expected life
Contractual life
Dividend yield
Fair value of stock options granted
2011
0.71%
55.2%
4.1 years
6.0 years
N/A
$10.02
2010
Modification
1.30%
57.5%
3.2 years
6.0 years
N/A
$10.03
2010
1.43%
55.8%
4.8 years
6.0 years
N/A
$10.09
2009
2.12%
53.2%
4.8 years
6.0 years
N/A
$9.87
The fair value of deferred stock unit and restricted stock grants was the market price of the Company’s
Common Stock on the grant date.
Stock Options
The Equity Plan provides for the grant of stock options that qualify as incentive stock options under
Section 422 of the Internal Revenue Code, and non-qualified stock options. The exercise price for stock options
granted under the Equity Plan must be at least equal to 100 percent of the fair market value of the shares subject
to such stock option on the date of grant. The exercise price may be paid in cash or in shares of the Company’s
Common Stock which have been held for a minimum of six months. Historically, upon exercise of stock options,
new shares have been issued instead of using treasury shares.
Outstanding stock options expire six years from the date of grant, and either vest ratably over the service
period of five years for employees, or, for certain executive officers, based on achievement of specified
performance conditions.
71
Transactions in stock options under the Equity Plan are summarized as follows:
Outstanding at December 31, 2008
Granted
Exercised
Forfeited/cancelled
Outstanding at December 31, 2009
Granted
Exercised
Forfeited
Modification for cash dividend
Outstanding at December 31, 2010
Granted
Exercised
Forfeited
Expired
Outstanding at December 31, 2011
Exercisable at December 31, 2011
Number of
Option Shares
2,076,340
327,900
(389,100)
(255,200)
1,759,940
Stock Option
Exercise Price
$ 11.59 – $32.61
$20.99
$ 11.59 – $16.15
$ 11.59 – $32.61
$ 11.59 – $32.61
469,250 $ 21.17
(81,000)
(151,700)
-
1,996,490
345,000
(87,300)
(100,900)
(342,640)
1,810,650
817,500
$ 11.59 – $20.99
$ 11.59 – $32.61
$ 10.09 – $31.11
$ 10.09 – $31.11
$23.17
$10.09 – $19.67
$10.09 – $31.11
$26.83 – $27.21
$10.09 – $31.11
$ 10.09 – $31.11
Weighted
Average
Exercise
Price
$ 22.14
$ 20.99
$ 12.88
$ 25.70
$ 23.46
$ 21.17
$ 14.03
$ 24.86
$ (1.50)
$ 21.70
$ 23.17
$ 11.39
$ 22.37
$ 26.87
$ 21.46
$ 22.78
Additional information related to the exercise of stock options is as follows for the years ended December
31, (in thousands):
2011
$ 1,079
Intrinsic value of stock options exercised
997
$
Cash receipts upon the exercise of stock options
422
Income tax benefits from the exercise of stock options $
$ 3,207
Grant date fair value of stock options that vested
2010
$
640
$ 1,135
$
247
$ 2,775
2009
$ 2,887
$ 5,015
$ 1,057
$ 2,478
The following table summarizes information about stock options outstanding at December 31, 2011:
Exercise
Price
$ 24.89
$ 31.11
$ 26.59
$ 10.09
$ 11.53
$ 12.72
$ 19.49
$ 19.67
$ 23.17
Option
Shares
Outstanding
37,500
376,050
37,500
231,650
800
62,500
277,900
446,950
339,800
Remaining
Life
in Years
1.0
1.9
2.0
2.9
2.9
3.0
3.9
4.9
5.9
Total Shares 1,810,650(a)
Option
Shares
Exercisable
37,500
301,000
37,500
93,950
-
62,500
137,500
147,550
-
817,500(a)
(a) The aggregate intrinsic value for option shares outstanding and option shares exercisable is $8.1 million and
$3.5 million, respectively. The weighted average remaining term for option shares outstanding and option
shares exercisable is 3.8 years and 2.9 years, respectively.
72
As of December 31, 2011, there was $8.0 million of total unrecognized compensation costs related to
unvested stock options, which are expected to be recognized over a weighted average remaining period of 3.7
years.
Deferred Stock Units
The Equity Plan provides for the grant or issuance of deferred stock units to directors and employees.
Recipients of deferred stock units have the right to receive shares at the end of a specified deferral period and are
issued in lieu of cash compensation or granted in lieu of stock options or as performance-based incentive
compensation.
In accordance with the Executive Compensation and Non-Competition Agreement with the Company’s
Chief Executive Officer, the deferred stock units issued to him, 8,803 for 2011, 9,941 for 2010 and 15,528 for
2009, are forfeitable if the Company’s return on invested capital for the three year period ended December 31,
2011 was below the average return on invested capital of the Company’s Peer Group, as defined. Conversely, for
every one percentage point that the Company’s return on invested capital for the three year period ended
December 31, 2011 exceeds the average return on invested capital of the Peer Group, the Company’s Chief
Executive Officer was entitled to an additional 10,000 deferred stock units, up to a maximum of 100,000 deferred
stock units. The 2011 financial results of the Peer Group are not available as of the date of this filing, but the
Company currently estimates the maximum deferred stock units were earned.
Deferred stock units vest (i) ratably over the service period, (ii) at a specified future date, or (iii) for
certain executive officers, based on achievement of specified performance conditions.
Transactions in deferred stock units under the Equity Plan are summarized as follows:
Outstanding at December 31, 2008
Issued
Granted
Exercised
Outstanding at December 31, 2009
Issued
Granted
Dividend equivalents
Exercised
Outstanding at December 31, 2010
Issued
Granted
Forfeited
Exercised
Outstanding at December 31, 2011
Number of Shares
97,112
84,202
100,000
(50,201)
231,113
31,803
20,000
15,521
(32,221)
266,216
79,714
53,450
(2,660)
(27,587)
369,133
Stock Price
$ 6.87 – $ 43.02
$ 5.50 – $ 21.90
$ 6.16
$ 7.43 – $ 43.02
$ 5.50 – $ 40.68
$ 20.13 – $ 25.06
$ 20.89
$ 23.49
$ 5.50 – $ 21.90
$ 5.50 – $ 40.68
$ 18.67 – $ 25.48
$ 23.17
$ 20.89 – $ 23.49
$ 6.16 – $ 25.06
$ 5.50 – $ 40.68
As of December 31, 2011, there was $1.5 million of total unrecognized compensation costs related to
deferred stock units, which is expected to be recognized over a weighted average remaining period of 3.4 years.
Restricted Stock
The Equity Plan provides for the grant of restricted stock to directors and employees. The restriction
period is established by the Committee, but may not be less than one year. The holder of restricted stock has all of
73
the rights of a stockholder of the Company, including the right to vote and the right to receive any dividends,
however, such shares are not transferrable during the restriction period.
In 2011, the Company granted 36,260 shares of restricted stock at $23.17, or $0.8 million, to directors.
These shares have a restriction which lapses one year from the grant date.
As of December 31, 2011, there was $0.7 million of total unrecognized compensation costs related to
restricted stock, which is expected to be recognized over a weighted average remaining period of 0.9 years.
Weighted Average Common Shares Outstanding
The following reconciliation details the denominator used in the computation of basic and diluted
earnings per share for the years ended December 31, (in thousands):
Weighted average shares outstanding for
basic earnings per share
Common stock equivalents pertaining to
stock options and contingently
issuable deferred stock units
Weighted average shares outstanding
for diluted earnings per share
2011
2010
2009
22,267
22,123
21,807
177
143
-
22,444
22,266
21,807
The weighted average diluted shares outstanding for the years ended December 31, 2011, 2010 and 2009,
excludes the effect of 1,311,330, 1,269,003 and 1,856,390 shares of common stock subject to stock options,
respectively, because including such shares in the calculation of total diluted shares would have been anti-dilutive.
Treasury Stock
In 2007, the Board of Directors authorized the Company to repurchase up to 1 million shares of the
Company’s Common Stock from time to time in the open market, in privately negotiated transactions, or in block
trades. The number of shares ultimately repurchased, and the timing of the purchases, will depend upon market
conditions, share price and other factors. Treasury stock transactions under this authorization were as follows (in
thousands except share and per share amounts):
Purchases through 2008
Purchases in 2009
Purchases in 2010
Purchases in 2011
Total purchases
Weighted
Average
Price Per Share
$
$
$
$
$
18.58
-
19.27
18.44
18.64
Shares
447,400
-
53,879
33,856
535,135
Cost
$ 8,333
$
-
$ 1,041
$
626
$ 10,000
74
14. FAIR VALUE MEASUREMENTS
Recurring
The following table presents the Company’s assets and liabilities that were measured at fair value on a
recurring basis at December 31, (in thousands):
2011
2010
Total
Level 1 Level 2 Level 3
Total
Level 1 Level 2 Level 3
Assets
Money market funds
U.S. Treasury Bills
Deferred compensation
Total assets
$
- $
-
2,564
$ 2,564 $ 2,564 $
- $
-
2,564
- $
-
-
- $
-
-
-
-
$ 13,216 $ 13,216 $
18,999
1,581
$ 33,796 $ 33,796 $
18,999
1,581
- $
-
-
- $
-
-
-
-
Liabilities
Contingent consideration $ 14,561 $
Deferred compensation
Unrealized loss on
derivative instruments
4,468
436
- $
4,468
- $ 14,561 $ 12,104 $
-
3,262
-
3,262
- $
Total liabilities
$ 19,465 $ 4,468 $ 436 $ 14,561 $ 15,366 $ 3,262 $
-
436
-
-
-
- $ 12,104
-
-
-
-
- $ 12,104
Money market funds and U.S. Treasury Bills were valued using a market approach based on the quoted
market prices of identical instruments.
Deferred compensation assets and liabilities are valued using a market approach based on the quoted
market prices of identical instruments. For further information on deferred compensation, see Note 9 of the Notes
to Consolidated Financial Statements.
Contingent consideration liabilities were valued using management’s projections, including long-term
sales forecasts and assumptions regarding future industry-specific economic and market conditions, and weighted
average cost of capital. For further information on the inputs used in determining the fair value, and a roll-forward
of the contingent consideration liability, see Note 12 of the Notes to Consolidated Financial Statements.
In September 2011, the Company entered into derivative instruments for 3 million pounds of aluminum to
manage a portion of the exposure to movements associated with aluminum costs in 2012, representing
approximately 10 percent of the Company’s anticipated aluminum purchases in 2012. While these derivative
instruments are considered to be economic hedges of the underlying movement in the price of aluminum, they are
not designated or accounted for as a hedge. Derivative instruments are valued using a market approach based on
the quoted market prices of similar instruments. The change in fair value of this instrument was “marked to
market” at the end of each reporting period and the gain or loss was recorded in cost of sales in the Consolidated
Statements of Operations, with the corresponding amount recorded in the Consolidated Balance Sheet.
75
Non-recurring
Certain assets and liabilities have been measured at fair value on a non-recurring basis using significant
unobservable inputs (Level 3). The following table presents the non-recurring losses recognized using fair value
measurements and the carrying value of any assets and liabilities which were measured using fair value estimates
during the years ended December 31, (in thousands):
2011
2010
Carrying Non-Recurring Carrying Non-Recurring Carrying Non-Recurring
Value
Value
Value
Losses
Losses
Losses
2009
Assets
Vacant owned facilities $ 10,031
Net assets of acquired
businesses
38,389
$ 48,420
Total assets
Liabilities
Vacant leased facilities $
$
Total liabilities
399
399
$
$
$
$
-
-
-
$ 11,559
$
373
$ 13,734
$
2,505
24,736
$ 36,295
$
-
373
3,150
$ 16,884
-
2,505
1,013
1,013
$
$
$
203
203
$
$
932
932
$
$
87
87
$ 1,273
$ 1,273
During 2011, the Company reviewed the recoverability of the carrying value of vacant owned facilities.
The determination of fair value was based on the best information available, including internal cash flow
estimates, market prices for similar assets, broker quotes and independent appraisals, as appropriate. Throughout
2011, the fair value of these vacant owned facilities exceeded their carrying value, therefore no impairment
charges were recorded. At December 31, 2011, the Company had six such facilities with a carrying value of $10.0
million, which were classified in fixed assets in the Consolidated Balance Sheets. The Company has leased to
third parties four of these owned facilities with a combined carrying value of $8.5 million, for one to five year
terms, for a combined rental income of $0.1 million per month. Each of these four leases also contains an option
for the lessee to purchase the facility at an amount in excess of carrying value.
In 2010 and 2009, the Company performed similar reviews of facilities and recorded impairment charges
of $0.4 million and $2.5 million, respectively, on facilities that had a carrying value of $11.6 million and $13.7
million at December 31, 2010 and December 31, 2009, respectively. Impairment charges are included in selling,
general and administrative expenses in the Consolidated Statements of Operations.
Additionally, the Company recorded charges in selling, general and administrative expenses in the
Consolidated Statements of Operations of $0.2 million, $0.1 million and $1.0 million in 2011, 2010 and 2009,
respectively, related to the exit from leased facilities.
The Company valued the assets and liabilities associated with the acquisitions of businesses on the
respective acquisition dates. Depending upon the type of asset or liability acquired, the Company used different
valuation techniques in determining the fair value. Those techniques included comparable market prices, long-
term sales, profitability and cash flow forecasts, assumptions regarding future industry-specific economic and
market conditions, weighted average cost of capital, as well as other techniques as circumstances required. For
further information on acquired assets and liabilities, see Note 3 of the Notes to Consolidated Financial
Statements.
Impairment of Long-Lived Assets
Long-lived assets, including other intangible assets, may be measured at fair value if such assets are held
for sale or if there is a determination that the asset is impaired. The determination of fair value is based on the best
76
information available, including internal cash flow estimates, market prices for similar assets, broker quotes and
independent appraisals, as appropriate.
During 2011 and 2010, the Company did not experience any events or changes in circumstances which
could indicate that the carrying value of the other intangible assets or remaining other long-lived assets may not
be recoverable. As a result, no impairment testing was required. During 2009, as a result of the unprecedented
conditions in the RV and Manufactured Housing industries, the Company reviewed the recoverability of the
carrying value of other intangible assets and the remaining other long-lived assets, and determined that there was
no impairment of these assets.
15. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
Interim unaudited financial information follows (in thousands, except per share amounts):
Year ended December 31, 2011
Net sales
Gross profit
Income before income taxes
Net income
Net income per common share:
Basic
Diluted
Stock market price:
High
Low
Close (at end of quarter)
Year ended December 31, 2010
Net sales
Gross profit
Income before income taxes
Net income
Net income per common share:
Basic
Diluted
Stock market price:
High
Low
Close (at end of quarter)
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Year
$ 168,833
$ 37,879
$ 15,485
9,387
$
$ 186,048
$ 42,059
$ 17,849
$ 10,965
$ 166,689
$ 32,001
9,125
$
5,619
$
$ 159,596
$ 27,782
5,797
$
4,088
$
$ 681,166
$ 139,721
$ 48,256
$ 30,059
$
$
$
$
$
0.42 $
0.42 $
0.49
0.49
$
$
0.25
0.25
$
$
0.18
0.18
24.41
22.10
22.33
$
$
$
26.40
21.57
24.72
$ 25.42
$
$ 19.98
$
17.58 $
$
25.88
18.94
24.53
$
$
$
$
$
1.35
1.34
26.40
17.58
24.53
$ 146,217
$ 33,659
$ 12,202
7,328
$
$ 173,502
$ 37,558
$ 15,786
9,592
$
$ 146,833
$ 31,868
$ 12,671
7,982
$
$ 106,203
$ 23,085
4,551
$
3,132
$
$ 572,755
$ 126,170
$ 45,210
$ 28,034
$
$
0.33
0.33
$
$
$
25.06
18.60
22.02
$
$
$
$
$
0.43
0.43
27.45
19.35
20.20
$
$
$
$
$
0.36
0.36
22.05
18.06
20.86
$
$
$
$
$
0.14
0.14
23.96
19.52
22.72
$
$
$
$
$
1.27
1.26
27.45
18.06
22.72
The sum of per share amounts for the four quarters may not equal the total per share amounts for the year
as a result of changes in the weighted average common shares outstanding or rounding.
77
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
Item 9A. CONTROLS AND PROCEDURES.
The Company maintains disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and
communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure, in accordance with the definition of
“disclosure controls and procedures” in Rule 13a-15 under the Exchange Act. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and procedures, no matter how well
designed and operated, cannot provide absolute assurance of achieving the desired control objectives.
Management included in its evaluation the cost-benefit relationship of possible controls and procedures. The
Company continually evaluates its disclosure controls and procedures to determine if changes are appropriate
based upon changes in the Company’s operations or the business environment in which it operates.
As of the end of the period covered by this Form 10-K, the Company performed an evaluation, under the
supervision and with the participation of the Company’s management, including the Company’s Chief Executive
Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer
and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
(a)
Management’s Annual Report on Internal Control over Financial Reporting.
Management's Responsibility for Financial Statements
We are responsible for the preparation and integrity of the Consolidated Financial Statements appearing
in the Annual Report on Form 10-K. The Consolidated Financial Statements were prepared in conformity with
accounting principles generally accepted in the United States and include amounts based on management’s
estimates and judgments.
We are also responsible for establishing and maintaining adequate internal control over financial
reporting. We maintain a system of internal control that is designed to provide reasonable assurance as to the fair
and reliable preparation and presentation of the Consolidated Financial Statements, as well as to safeguard assets
from unauthorized use or disposition. The Company continually evaluates its system of internal control over
financial reporting to determine if changes are appropriate based upon changes in the Company’s operations or
the business environment in which it operates.
Our control environment is the foundation for our system of internal control over financial reporting and
is embodied in our Guidelines for Business Conduct. It sets the tone of our organization and includes factors such
as integrity and ethical values. Our internal control over financial reporting is supported by formal policies and
procedures which are reviewed, modified and improved as changes occur in business conditions and operations.
We conducted an evaluation of the effectiveness of our internal control over financial reporting based on
the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of
controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a
conclusion on this evaluation. Although there are inherent limitations in the effectiveness of any system of
78
internal control over financial reporting, based on our evaluation, we have concluded that our internal control over
financial reporting was effective as of December 31, 2011.
KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial
Statements included in this Report and, as part of their audit, has issued their report on the effectiveness of our
internal control over financial reporting, included elsewhere in this Form 10-K.
/s/ Fredric M. Zinn
President and Chief Executive Officer
/s/ Joseph S. Giordano III
Chief Financial Officer and Treasurer
(b)
Report of the Independent Registered Public Accounting Firm.
The report of the independent registered public accounting firm is included in Item 8. “Financial
Statements and Supplementary Data.”
(c)
Changes in Internal Control over Financial Reporting.
There were no changes in the Company’s internal controls over financial reporting during the quarter
ended December 31, 2011 or subsequent to the date the Company completed its evaluation, that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Over the last few years, internal controls have been incrementally strengthened due both to the installation
of enterprise resource planning (“ERP”) software and business process changes. In the last year, the Company
continued to implement certain significant functions of the ERP software and business process changes.
Implementation of additional functions of the ERP software and business process changes are planned for the first
half of 2012 to further strengthen the Company’s internal control. In addition, the Company plans to convert
systems used by recently acquired businesses to its existing ERP software and business processes over the next
few quarters.
Item 9B. OTHER INFORMATION.
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information with respect to the Company’s Directors, Executive Officers and Corporate Governance is
incorporated by reference from the information contained under the caption “Proposal 1. Election of Directors” in
the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 24, 2012 (the “2012
Proxy Statement”) and from the information contained under “Directors and Executive Officers of the Registrant”
in Part I of this Report.
Information regarding Section 16 reporting compliance is incorporated by reference from the information
contained under the caption “Voting Securities – Compliance with Section 16(a) of the Exchange Act” in the
Company’s 2012 Proxy Statement.
The Company has adopted Governance Principles, Guidelines for Business Conduct, and a Code of
Ethics for Senior Financial Officers (“Code of Ethics”), each of which, as well as the Charter and Key Practices of
the Company’s Audit Committee, Compensation Committee, and Corporate Governance and Nominating
Committee, are available on the Company’s website at www.drewindustries.com. A copy of any of these
79
documents will be furnished, without charge, upon written request to Secretary, Drew Industries Incorporated,
200 Mamaroneck Avenue, White Plains, New York 10601.
If the Company makes any substantive amendment to the Code of Ethics or the Guidelines for Business
Conduct, or grants a waiver to a Director or Executive Officer from a provision of the Code of Ethics or the
Guidelines for Business Conduct, the Company will disclose the nature of such amendment or waiver on its
website or in a Current Report on Form 8-K. There have been no waivers to Directors or Executive Officers of
any provisions of the Code of Ethics or the Guidelines for Business Conduct.
Item 11. EXECUTIVE COMPENSATION.
The information required by this item is incorporated by reference from the information contained under
the caption “Proposal 1. Election of Directors – Executive Compensation” and “Director Compensation” in the
Company’s 2012 Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The information required by this item is incorporated by reference from the information contained under
the caption “Voting Securities – Security Ownership of Management” and “Equity Award and Incentive Plan” in
the Company’s 2012 Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
No executive officer of the Company serves on the Company’s Compensation Committee, and there are
no “interlocks” as defined by the Securities and Exchange Commission.
The information required by this item with respect to transactions with related persons and director
independence is incorporated by reference from the information contained under the captions “Proposal 1.
Election of Directors – Transactions with Related Persons” and “Proposal 1. Election of Directors – Corporate
Governance and Related Matters – Board of Directors” in the Company’s 2012 Proxy Statement.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The information required by this item is incorporated by reference from the information contained under
“Proposal 3. Appointment of Auditors” in the Company’s 2012 Proxy Statement.
80
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)
Documents Filed:
PART IV
(1)
(2)
Financial Statements.
Exhibits. See Item 15 (b) – “List of Exhibits” incorporated herein by reference.
(b)
Exhibits – List of Exhibits.
Exhibit
Number
Description
3
3.1
3.2
Articles of Incorporation and By-laws.
Drew Industries Incorporated Restated Certificate of Incorporation.
Drew Industries Incorporated By-laws, as amended.
Exhibit 3.1 is incorporated by reference to Exhibit III to the Proxy Statement-Prospectus constituting Part I of the
Drew National Corporation and Drew Industries Incorporated Registration Statement on Form S-14 (Registration
No. 2-94693).
Exhibit 3.2 is incorporated by reference to the Exhibit bearing the same number included in the Company’s Form
8-K filed on November 19, 2008.
10
Material Contracts.
10.194*
Drew Industries Incorporated 2002 Equity Award and Incentive Plan, as amended.
10.197*
10.221
Amended Change of Control Agreement by and between Fredric M. Zinn and Registrant, dated
March 3, 2006, as amended on July 18, 2006 and December 23, 2008.
Form of Indemnification Agreement between Registrant and its officers and independent
directors.
10.231*
Executive Non-Qualified Deferred Compensation Plan, as amended.
10.233
10.234
Second Amended and Restated Credit Agreement dated as of November 25, 2008 by and among
Kinro, Inc., Lippert Components, Inc., JPMorgan Chase Bank, N.A., individually and as
Administrative Agent, and Wells Fargo Bank, N.A. individually and as Documentation Agent.
Second Amended and Restated Subsidiary Guarantee Agreement dated as of November 25, 2008
by and among Lippert Tire & Axle, Inc., Kinro Holding, Inc., Lippert Tire & Axle Holding, Inc.,
Lippert Holding, Inc., Kinro Manufacturing, Inc., Lippert Components Manufacturing, Inc., Kinro
Texas Limited Partnership, Kinro Tennessee Limited Partnership, Lippert Tire & Axle Texas
Limited Partnership, Lippert Components Texas Limited Partnership, BBD Realty Texas Limited
Partnership, LD Realty, Inc., LTM Manufacturing, L.L.C., Trailair, Inc., Coil Clip, Inc., Zieman
Manufacturing Company, with and in favor of JPMorgan Chase Bank, N.A., as Administrative
Agent for the Lenders.
10.235
Second Amended and Restated Company Guarantee Agreement dated as of November 25, 2008
by and among Drew Industries Incorporated, with and in favor of JPMorgan Chase Bank, N.A., as
Administrative Agent for the Lenders.
81
Exhibit
Number
10.236
10.237
10.238
10.239
10.240
10.241
10.242
10.243
10.245
10.246
Description
Second Amended and Restated Subordination Agreement dated as of November 25, 2008 by and
among Drew Industries Incorporated, Kinro, Inc., Lippert Tire & Axle, Inc., Lippert Components,
Inc., Kinro Holding, Inc., Lippert Tire & Axle Holding, Inc., Lippert Holding, Inc., Kinro
Manufacturing, Inc., Lippert Components Manufacturing, Inc., Coil Clip, Inc., Zieman
Manufacturing Company, Kinro Texas Limited Partnership, Kinro Tennessee Limited
Partnership, Lippert Tire & Axle Texas Limited Partnership, BBD Realty Texas Limited
Partnership, Lippert Components Texas Limited Partnership, LD Realty, Inc., LTM
Manufacturing, L.L.C., Trailair, Inc., with and in favor of JPMorgan Chase Bank, N.A., as
Administrative Agent.
Second Amended and Restated Pledge and Security Agreement dated as of November 25, 2008 by
and among Drew Industries Incorporated, Kinro, Inc., Lippert Tire & Axle, Inc., Kinro Holding,
Inc., Lippert Tire & Axle Holding, Inc., Lippert Components, Inc., Lippert Holding, Inc., with and
in favor of JPMorgan Chase Bank, N.A., as Administrative Agent.
Second Amended and Restated Revolving Credit Note dated as of November 25, 2008 by and
among Kinro, Inc., Lippert Components, Inc., payable to the order of JPMorgan Chase Bank,
N.A. in the principal amount of Thirty Million ($30,000,000) Dollars.
Revolving Credit Note dated as of November 25, 2008 by and among Kinro, Inc., Lippert
Components, Inc., payable to the order of Wells Fargo Bank, N.A. in the principal amount of
Twenty Million ($20,000,000) Dollars.
Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of November
25, 2008 by and among Prudential Investment Management, Inc. and Affiliates, and Kinro, Inc.
and Lippert Components, Inc., guaranteed by Drew Industries Incorporated.
Form of Fixed Rate Shelf Note.
Form of Floating Rate Shelf Note.
Confirmation, Reaffirmation and Amendment of Parent Guarantee Agreement dated as of
November 25, 2008 by and among Drew Industries Incorporated, Prudential Investment
Management, Inc. and the Noteholders listed thereto.
Amended and Restated Intercreditor Agreement dated as of November 25, 2008 by and among
Prudential Investment Management, Inc. and Affiliates, JPMorgan Bank, N.A. (as Lender), Wells
Fargo Bank, N.A. (as Lender), and JPMorgan Bank, N.A. (as Administrative Agent, Collateral
Agent and Trustee).
Confirmation, Reaffirmation and Amendment of Subordination Agreement dated as of November
25, 2008 by and among Drew Industries Incorporated, Kinro, Inc., Lippert Tire & Axle, Inc.,
Lippert Components, Inc., Kinro Holding, Inc., Lippert Tire & Axle Holding, Inc., Lippert
Holding, Inc., Kinro Manufacturing, Inc., Lippert Components Manufacturing, Inc., Coil Clip,
Inc., Zieman Manufacturing Company, Kinro Texas Limited Partnership, Kinro Tennessee
Limited Partnership, Lippert Tire & Axle Texas Limited Partnership, BBD Realty Texas Limited
Partnership, Lippert Components Texas Limited Partnership, LD Realty, Inc., LTM
Manufacturing, L.L.C., with and in favor of Prudential Investment Management, Inc. and
Affiliates.
82
Exhibit
Number
10.247
10.248
10.249*
10.251*
10.252*
Description
Confirmation, Reaffirmation and Amendment of Pledge Agreement dated as of November 25,
2008 by and among Drew Industries Incorporated, Kinro, Inc., Lippert Tire & Axle, Inc., Kinro
Holding, Inc., Lippert Tire & Axle Holding, Inc., Lippert Components, Inc., Lippert Holding, Inc.
in favor of JPMorgan Chase Bank, N.A. as trustee.
Collateralized Trust Agreement dated as of November 25, 2008 by and among Kinro, Inc., Lippert
Components, Inc., Prudential Investment Management, Inc. and Affiliates and JPMorgan Chase
Bank, N.A. as security trustee for the Noteholders.
Amended Change of Control Agreement by and between Joseph S. Giordano III and Registrant
dated July 18, 2006, as amended on December 23, 2008.
Corrected Executive Compensation and Benefits Agreement between Registrant and David L.
Webster, dated December 31, 2008.
Executive Compensation and Benefits Agreement between Registrant and Leigh J. Abrams, dated
April 6, 2009.
10.256*
Severance Agreement between Registrant and Joseph S. Giordano III, dated December 16, 2011.
10.257
10.258
First Amendment dated February 24, 2011 to the Second Amended and Restated Credit
Agreement dated as of November 25, 2008 by and among Kinro, Inc., Lippert Components, Inc.,
JPMorgan Chase Bank, N.A., individually and as Administrative Agent, and Wells Fargo Bank,
N.A. individually and as Documentation Agent.
Amendment No. 1 dated February 24, 2011 to the Second Amended and Restated Note Purchase
and Private Shelf Agreement dated as of November 25, 2008 by and among Prudential Investment
Management, Inc. and Affiliates, and Kinro, Inc. and Lippert Components, Inc., guaranteed by
Drew Industries Incorporated.
10.259*
Drew Industries Incorporated Equity Award and Incentive Plan, As Amended and Restated.
10.261*
10.263*
Executive Compensation and Non-Competition Agreement between Registrant and Fredric M.
Zinn, dated February 8, 2012.
Executive Compensation and Non-Competition Agreement between Registrant and Joseph S.
Giordano III, dated February 10, 2012.
________________________________
* Denotes a compensatory plan or arrangement
83
Exhibit 10.194 is incorporated by reference to Exhibit 10.1 included in the Company’s Form 8-K filed on January
9, 2009.
Exhibit 10.197 is incorporated by reference to Exhibits 10.1 included in the Company’s Form 8-K filed on
January 9, 2009.
Exhibit 10.221 is incorporated by reference to Exhibit 99.1 included in the Company’s Form 8-K filed on
February 9, 2005.
Exhibit 10.231 is incorporated by reference to Exhibit 10.2 included in the Company’s Form 8-K filed on January
9, 2009.
Exhibits 10.233 – 10.248 are incorporated by reference to Exhibits 10.1 - 10.16 included in the Company’s Form
8-K filed on December 2, 2008.
Exhibit 10.249 is incorporated by reference to Exhibits 10.3 included in the Company’s Form 8-K filed on
January 9, 2009.
Exhibit 10.251 is incorporated by reference to Exhibit 10 (iii)(A) included in the Company’s Form 8-K/A filed on
January 6, 2009.
Exhibit 10.252 is incorporated by reference to Exhibit 10 (iii)(A) included in the Company’s Form 8-K/A filed on
April 8, 2009.
Exhibit 10.256 is incorporated by reference to Exhibit 10 (iii)(A) included in the Company’s Form 8-K filed on
December 19, 2011.
Exhibits 10.257 – 10.258 is incorporated by reference to Exhibits 10.1 – 10.2 included in the Company’s Form 8-
K filed on February 25, 2011.
Exhibit 10.259 is incorporated by reference to Exhibit A included in the Company’s Definitive Schedule 14A
filed on April 8, 2011.
Exhibit 10.261 is incorporated by reference Exhibit 10 (iii)(A) included in the Company’s Form 8-K filed on
February 9, 2012.
Exhibit 10.263 is incorporated by reference Exhibit 10 (iii)(A) included in the Company’s Form 8-K filed on
February 13, 2012.
84
Exhibit
Number
14
14.1
14.2
21
23
24
31
31.1
31.2
32
32.1
32.2
Description
Code of Ethics.
Code of Ethics for Senior Financial Officers.
Exhibit 14.1 is incorporated by reference to Exhibit 14 included in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2003.
Guidelines for Business Conduct.
Exhibit 14.2 is filed herewith.
Subsidiaries of the Registrant.
Exhibit 21 is filed herewith.
Consent of Independent Registered Public Accounting Firm.
Exhibit 23 is filed herewith.
Powers of Attorney.
Powers of Attorney of persons signing this Report are included as part of this Report.
Rule 13a-14(a)/15d-14(a) Certifications.
Rule 13a-14(a) Certificate of Chief Executive Officer.
Exhibit 31.1 is filed herewith.
Rule 13a-14(a) Certificate of Chief Financial Officer.
Exhibit 31.2 is filed herewith.
Section 1350 Certifications.
Section 1350 Certificate of Chief Executive Officer.
Exhibit 32.1 is filed herewith.
Section 1350 Certificate of Chief Financial Officer.
Exhibit 32.2 is filed herewith.
85
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: March 9, 2012
DREW INDUSTRIES INCORPORATED
By: /s/ Fredric M. Zinn
Fredric M. Zinn, President
and Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, this Report has
been signed below by the following persons on behalf of the Registrant and in the capacities and dates
indicated.
Each person whose signature appears below hereby authorizes Fredric M. Zinn and Joseph S. Giordano
III, or either of them, to file one or more amendments to the Annual Report on Form 10-K which amendments
may make such changes in such Report as either of them deems appropriate, and each such person hereby
appoints Fredric M. Zinn and Joseph S. Giordano III, or either of them, as attorneys-in-fact to execute in the
name and on behalf of each such person individually, and in each capacity stated below, such amendments to
such Report.
Date
March 9, 2012
March 9, 2012
March 9, 2012
March 9, 2012
Signature
By: /s/ Fredric M. Zinn
(Fredric M. Zinn)
Title
Director, President and
Chief Executive Officer
By: /s/ Joseph S. Giordano III
(Joseph S. Giordano III)
Chief Financial Officer and
Treasurer
By: /s/ Christopher L. Smith
(Christopher L. Smith)
By: /s/ Edward W. Rose, III
(Edward W. Rose, III)
Corporate Controller
Director
March 9, 2012
By: /s/ Leigh J. Abrams
(Leigh J. Abrams)
Chairman of the Board of
Directors
March 9, 2012
By: /s/ James F. Gero
(James F. Gero)
Lead Director
March 9, 2012
By: /s/ Frederick B. Hegi, Jr.
(Frederick B. Hegi, Jr.)
March 9, 2012
By: /s/ David A. Reed
(David A. Reed)
March 9, 2012
March 9, 2012
March 9, 2012
By: /s/ John B. Lowe, Jr.
(John B. Lowe, Jr.)
By: /s/ Brendan J. Deely
(Brendan J. Deely)
By: /s/ Jason D. Lippert
(Jason D. Lippert)
Director
Director
Director
Director
Director
86
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 13a-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Fredric M. Zinn, President and Chief Executive Officer, certify that:
1)
2)
3)
4)
I have reviewed this annual report on Form 10-K of Drew Industries Incorporated;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5)
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: March 14, 2012
By: /s/ Fredric M. Zinn
Fredric M. Zinn, President and Chief Executive Officer
87
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 13a-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Joseph S. Giordano III, Chief Financial Officer, certify that:
1)
2)
3)
4)
I have reviewed this annual report on Form 10-K of Drew Industries Incorporated;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5)
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: March 14, 2012
By: /s/ Joseph S. Giordano III
Joseph S. Giordano III, Chief Financial Officer
88
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18. U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 10-K of Drew Industries Incorporated (the “Company”) for
the period ended December 31, 2011, as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), Fredric M. Zinn, President and Chief Executive Officer of the Company, hereby certifies, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon
request.
By: /s/ Fredric M. Zinn
Fredric M. Zinn
President and Chief Executive Officer
Principal Executive Officer
March 14, 2012
89
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18. U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 10-K of Drew Industries Incorporated (the “Company”) for
the period ended December 31, 2011, as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), Joseph S. Giordano III Chief Financial Officer of the Company, hereby certifies, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon
request.
By: /s/ Joseph S. Giordano III
Joseph S. Giordano III
Chief Financial Officer
Principal Financial Officer
March 14, 2012
90
Consent of Independent Registered Public Accounting Firm
EXHIBIT 23
The Board of Directors
Drew Industries Incorporated:
We consent to the incorporation by reference in the Registration Statements (Nos. 333-37194, 333-91174,
333-141276, 333-152873 and 333-161242) on Form S-8 and the Registration Statement (No. 333-128537) on
Form S-3 of Drew Industries Incorporated and subsidiaries of our report dated March 14, 2012, with respect to the
consolidated balance sheets of Drew Industries Incorporated and subsidiaries as of December 31, 2011 and 2010,
and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in
the three-year period ended December 31, 2011 and the effectiveness of internal control over financial reporting as
of December 31, 2011, which report appears in the December 31, 2011 annual report on Form 10-K of Drew
Industries Incorporated and subsidiaries.
/s/ KPMG LLP
Stamford, Connecticut
March 14, 2012
91
The following graph compares the cumulative 5-year total return to holders of the Company’s common stock relative
to the cumulative total returns of the Russell 2000 index, and two customized peer groups of companies: the “Old
Peer Group” which includes: Patrick Industries Inc., Spartan Motors Inc and Universal Forest Products Inc.; and the
“New Peer Group” which includes: Arctic CAT Inc., Brunswick Corp., Cavco Industries Inc., Patrick Industries Inc.,
Spartan Motors Inc., Thor Industries Inc., Trimas Corp. and Winnebago Industries Inc. An investment of $100 (with
reinvestment of all dividends) is assumed to have been made in our common stock, in each of the peer groups, and
the index on 12/31/2006 and its relative performance is tracked through 12/31/2011. The New Peer Group was
selected this year because several companies which were in the Old Peer Group are no longer in business or are no
longer publicly traded.
Comparison of 5-Year Cumulative Total Return*
Among Drew Industries Incorporated, the Russell 2000 Index, Old Peer Group and New Peer Group
Drew Industries Incorporated
Russell 2000
New Peer Group
Old Peer Group
$140
120
100
80
60
40
20
0
12/06
12/07
12/08
12/09
12/10
12/11
* $100 invested on 12/31/06 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
140
120
100
80
60
40
20
0
Comparison of 5-Year Cumulative Total Return(1)
105.34
Drew Industries Incorporated
Among Drew Industries Incorporated, the Russell 2000 Index, Old Peer Group and New Peer Group
98.43
Russell 2000
100.00
100.00
12/06
12/07
Old Peer Group
Drew Industries Incorporated
Russell 2000
100.00
New Peer Group
67.43
12/08
46.14
65.18
Old Group
52.38
New Peer Group
$140
100.00
71.57
24.50
12/09
79.39
82.89
71.37
57.83
12/10
93.23
105.14
76.25
78.04
12/11
100.66
100.75
63.28
68.37
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
120
100
80
60
40
20
0
12/06
12/07
12/08
12/09
12/10
12/11
(1) $100 invested on 12/31/06 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
C o r p o r a t e I n f o r m a t I o n
L I P P e r T co m P o n e n T S , I n c .
K In r o , In c .
Corporate Headquarters
2703 College Avenue
Goshen, IN 46528
(574) 535-1125
I n D eP e n D e n T r e gI S T e r eD P U B L I c
acco U n T I n g F I r m
KPMG LLP
Stamford Square
3001 Summer Street
Stamford, CT 06905
T r a nS F e r ag e n T a n D r e gI S T r a r
American Stock Transfer
& Trust Company
59 Maiden Lane
New York, NY 10038
(212) 936-5100
(800) 937-5449
website: www.amstock.com
co rP o r aT e g oVe r n a n c e
Copies of the Company’s Governance
Principles, Guidelines for Business Conduct,
Code of Ethics for Senior Financial Officers,
Whistleblower Policy, and the Charters and
Key Practices of the Audit, Compensation,
and Corporate Governance and Nominating
Committees are on the Company’s website,
and are available upon request, without
charge, by writing to:
Secretary
Drew Industries Incorporated
200 Mamaroneck Avenue
White Plains, NY 10601
c e o/cF o ce rT I F I c aT I o n S
The most recent certifications by our Chief
Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 are filed as exhibits to our Form
10-K. We have also filed with the New York
Stock Exchange the most recent Annual CEO
Certification as required by Section 303A.12 (a)
of the New York Stock Exchange Listed
Company Manual.
B oa rD o F D I r e c To r S
(pictured left, from top to bottom)
Leigh J. Abrams
Chairman of the Board
of Drew Industries Incorporated
James F. Gero(1)(2)(3)
Lead Director of the Board
of Drew Industries Incorporated,
Private Investor and
Chairman of Orthofix International, N.V.
Fredric M. Zinn
President and Chief Executive Officer
of Drew Industries Incorporated
Jason D. Lippert
Chairman and Chief Executive Officer of
Lippert Components, Inc. and Kinro, Inc.
Edward W. Rose, III(1)(3)
President of Cardinal Investment Company, Inc.
Frederick B. Hegi, Jr.(1)(2)(3)
Founding Partner, Wingate Partners
David A. Reed(1)(2)(3)
President of Causeway
Capital Management LLC
John B. Lowe, Jr.(1)(2)(3)
Chairman of TDIndustries, Inc.
Brendan J. Deely(1)(2)(3)
President and Chief Executive Officer
of L&W Supply Corporation,
a subsidiary of USG Corporation
Members of the Committees of the
Board of Directors, as follows:
(1) Compensation Committee
(2) Audit Committee
(3) Corporate Governance and
Nominating Committee
co r P o r aT e o F F I c e rS
Fredric M. Zinn
President and Chief Executive Officer
Joseph S. Giordano III
Chief Financial Officer and Treasurer
Harvey F. Milman, Esq.
Vice President-Chief Legal Officer
and Secretary
Christopher L. Smith
Corporate Controller
e X e cU T I V e o F F I c e S
200 Mamaroneck Avenue
White Plains, NY 10601
(914) 428-9098
website: www.drewindustries.com
E-mail: drew@drewindustries.com
Pay- F o r- P e rF o r m a n c e
Through a combination of performance-based incentives and stock-based awards, Drew strives to attract,
motivate and retain talented, entrepreneurial and innovative management.
We have designed our pay-for-performance incentive compensation program to be the “workhorse” of our
management compensation. Performance-based incentive compensation has historically represented the
major portion of the overall compensation of our key managers. We believe that those key employees who
have the greatest ability to influence the Company’s results should be compensated primarily based on the
financial results of those operations for which they are responsible.
Our stock-based awards ensure that our managers have a continuing personal interest in the long-term
success of the Company and create a culture of ownership among management, while also rewarding long-
term return to stockholders.
200 Mamaroneck Avenue
White Plains, NY 10601
www.drewindustries.com