LCII 10-Q Quarterly Report June 30, 2017

LCI INDUSTRIES

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10-Q 1 lcii-06302017x10q.htm 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2017



☐	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

(Exact name of registrant as specified in its charter)



Delaware	13-3250533
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

3501 County Road 6 East	46514
Elkhart, Indiana	(Zip Code)
(Address of principal executive offices)

(574) 535-1125

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report) N/A

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 Web site, 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 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 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock, as of the latest practicable date ( July 31, 2017 ) was 24,927,932 shares of common stock.

LCI INDUSTRIES

TABLE OF CONTENTS



		Page
PART I –	FINANCIAL INFORMATION

	ITEM 1 – FINANCIAL STATEMENTS

	CONDENSED CONSOLIDATED STATEMENTS OF INCOME	4

	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	5

	CONDENSED CONSOLIDATED BALANCE SHEETS	6

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	7

	CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY	8

	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9

	ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22

	ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34

	ITEM 4 – CONTROLS AND PROCEDURES	34

PART II –	OTHER INFORMATION

	ITEM 1 – LEGAL PROCEEDINGS	35

	ITEM 1A – RISK FACTORS	35

	ITEM 6 – EXHIBITS	35

SIGNATURES		36

EXHIBIT 31.1 - SECTION 302 CEO CERTIFICATION

EXHIBIT 31.2 - SECTION 302 CFO CERTIFICATION

EXHIBIT 32.1 - SECTION 906 CEO CERTIFICATION

EXHIBIT 32.2 - SECTION 906 CFO CERTIFICATION

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

LCI INDUSTRIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



	Six Months Ended June 30,				Three Months Ended June 30,
	2017		2016		2017		2016
(In thousands, except per share amounts)

Net sales	$	1,045,819	$	863,629	$	547,483	$	440,831
Cost of sales	790,718		638,284		416,396		323,927
Gross profit	255,101		225,345		131,087		116,904
Selling, general and administrative expenses	132,932		110,229		68,047		57,516
Operating profit	122,169		115,116		63,040		59,388
Interest expense, net	851		889		414		413
Income before income taxes	121,318		114,227		62,626		58,975
Provision for income taxes	38,036		40,699		22,489		21,406
Net income	$	83,282	$	73,528	$	40,137	$	37,569

Net income per common share:
Basic	$	3.34	$	3.00	$	1.61	$	1.52
Diluted	$	3.29	$	2.96	$	1.59	$	1.51

Weighted average common shares outstanding:
Basic	24,959		24,542		24,992		24,662
Diluted	25,296		24,822		25,305		24,916

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

LCI INDUSTRIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Six Months Ended June 30,					Three Months Ended June 30,
	2017		2016			2017		2016
(In thousands)

Consolidated net income	$	83,282	$	73,528		$	40,137	$	37,569
Other comprehensive income (loss):
Net foreign currency translation adjustment	2,415		(759		)	2,066		(759		)
Total comprehensive income	$	85,697	$	72,769		$	42,203	$	36,810

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

LCI INDUSTRIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



	June 30,						December 31,
	2017			2016			2016
(In thousands, except per share amount)

ASSETS
Current assets
Cash and cash equivalents	$	37,961		$	78,560		$	86,170
Accounts receivable, net	130,514			102,355			57,374
Inventories, net	202,635			149,163			188,743
Prepaid expenses and other current assets	43,977			25,613			35,107
Total current assets	415,087			355,691			367,394
Fixed assets, net	203,204			151,250			172,748
Goodwill	122,275			93,831			89,198
Other intangible assets, net	138,876			114,000			112,943
Deferred taxes	31,864			29,391			31,989
Other assets	13,344			13,656			12,632
Total assets	$	924,650		$	757,819		$	786,904

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable, trade	$	80,596		$	53,330		$	50,616
Accrued expenses and other current liabilities	114,454			113,244			98,735
Total current liabilities	195,050			166,574			149,351
Long-term indebtedness	49,911			49,930			49,949
Other long-term liabilities	59,934			38,284			37,335
Total liabilities	304,895			254,788			236,635

Stockholders’ equity
Common stock, par value $.01 per share	276			273			274
Paid-in capital	195,452			173,474			185,981
Retained earnings	452,877			359,510			395,279
Accumulated other comprehensive income (loss)	617			(759		)	(1,798		)
Stockholders’ equity before treasury stock	649,222			532,498			579,736
Treasury stock, at cost	(29,467		)	(29,467		)	(29,467		)
Total stockholders’ equity	619,755			503,031			550,269
Total liabilities and stockholders’ equity	$	924,650		$	757,819		$	786,904

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

LCI INDUSTRIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Six Months Ended June 30,
	2017			2016
(In thousands)
Cash flows from operating activities:
Net income	$	83,282		$	73,528
Adjustments to reconcile net income to cash flows provided by operating activities:
Depreciation and amortization	25,530			22,190
Stock-based compensation expense	9,312			7,274
Other non-cash items	2,198			809
Changes in assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	(61,455		)	(58,777		)
Inventories, net	(6,804		)	25,590
Prepaid expenses and other assets	(9,337		)	(4,199		)
Accounts payable, trade	22,542			21,496
Accrued expenses and other liabilities	32,476			45,440
Net cash flows provided by operating activities	97,744			133,351
Cash flows from investing activities:
Capital expenditures	(43,276		)	(13,309		)
Acquisitions of businesses, net of cash acquired	(67,876		)	(34,237		)
Proceeds from sales of fixed assets	265			337
Other investing activities	(8		)	(237		)
Net cash flows used for investing activities	(110,895		)	(47,446		)
Cash flows from financing activities:
Exercise of stock-based awards, net of shares tendered for payment of taxes	(7,543		)	(1,144		)
Proceeds from line of credit borrowings	—			81,458
Repayments under line of credit borrowings	—			(81,458		)
Payment of dividends	(24,887		)	(14,707		)
Payment of contingent consideration related to acquisitions	(2,569		)	(2,715		)
Other financing activities	(59		)	(1,084		)
Net cash flows used for financing activities	(35,058		)	(19,650		)

Net (decrease) increase in cash and cash equivalents	(48,209		)	66,255

Cash and cash equivalents at beginning of period	86,170			12,305
Cash and cash equivalents at end of period	$	37,961		$	78,560

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	941		$	1,082
Cash paid during the period for income taxes, net of refunds	$	17,620		$	19,134
Purchase of property and equipment in accrued expenses	$	2,072		$	308

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

LCI INDUSTRIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)



	Common Stock		Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Total Stockholders’ Equity
(In thousands, except shares and per share amounts)
Balance - December 31, 2016	$	274	$	185,981		$	395,279		$	(1,798	)	$	(29,467	)	$	550,269
Net income	—		—			83,282			—			—			83,282
Issuance of 176,272 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes	2		(7,545		)	—			—			—			(7,543		)
Stock-based compensation expense	—		9,312			—			—			—			9,312
Issuance of 63,677 deferred stock units relating to prior year compensation	—		6,907			—			—			—			6,907
Other comprehensive income	—		—			—			2,415			—			2,415
Cash dividends ($1.00 per share)	—		—			(24,887		)	—			—			(24,887		)
Dividend equivalents on stock-based awards	—		797			(797		)	—			—			—
Balance - June 30, 2017	$	276	$	195,452		$	452,877		$	617		$	(29,467	)	$	619,755

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1 . BASIS OF PRESENTATION

The Condensed Consolidated Financial Statements include the accounts of LCI Industries and its wholly-owned subsidiaries (“LCII” and collectively with its subsidiaries, the “Company”). LCII has no unconsolidated subsidiaries. LCII, through its wholly-owned subsidiary, Lippert Components, Inc. and its subsidiaries (collectively, “Lippert Components” or “LCI”), supplies, domestically and internationally, a broad array of components for the leading original equipment manufacturers (“OEMs”) of recreational vehicles (“RVs”) and adjacent industries including buses; trailers used to haul boats, livestock, equipment and other cargo; trucks; pontoon boats; trains; manufactured homes; and modular housing . The Company also supplies components to the related aftermarkets of these industries, primarily by selling to retail dealers, wholesale distributors and service centers. At June 30, 2017 , the Company operated 52 manufacturing and distribution facilities located throughout the United States and in Canada and Italy.

Most industries where the Company sells products or where its products are used historically have been seasonal and are generally at the highest levels when the weather is moderate. Accordingly, the Company’s sales and profits have generally been the highest in the second quarter and lowest in the fourth quarter. However, because of fluctuations in dealer inventories, the impact of international, national and regional economic conditions and consumer confidence on retail sales of RVs and other products for which the Company sells its components, the timing of dealer orders, and the impact of severe weather conditions on the timing of industry-wide shipments from time to time, current and future seasonal industry trends may be different than in prior years. Additionally, sales of components to the aftermarket channels of these industries tend to be counter-seasonal.

The Condensed Consolidated Financial Statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2016 Annual Report on Form 10-K and should be read in conjunction with the Notes to Consolidated Financial Statements which appear in that report. All significant intercompany balances and transactions have been eliminated. Certain prior year balances have been reclassified to conform to current year presentation.

The preparation of 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, sales and purchase rebates, accounts receivable, inventories, goodwill and other intangible assets, net assets of acquired businesses, income taxes, warranty and product recall obligations, self-insurance obligations, lease terminations, asset retirement obligations, long-lived assets, post-retirement benefits, stock-based compensation, segment allocations, contingent consideration, environmental liabilities, contingencies and litigation. The Company bases its estimates on historical experience, other available information and various other assumptions 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 not readily apparent from other resources. Actual results and events could differ significantly from management estimates.

In the opinion of management, the information furnished in this Form 10-Q reflects all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented. The Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q, and therefore do not include some information necessary to conform to annual reporting requirements.

2 . ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

Acquisitions During the Six Months Ended June 30, 2017

Metallarte S.r.l.

On June 30, 2017, the Company acquired 100 percent of the equity interests of Metallarte S.r.l. (“Metallarte”), a manufacturer of entry and compartment doors for the European caravan market located near Siena, Italy, and its subsidiary, RV Doors, S.r.l., a manufacturer of driver-side doors located near Venice, Italy. The purchase price was $14.1 million paid at closing, plus contingent consideration based on future sales by this operation. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The Company is validating account balances and finalizing the valuation for the acquisition.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands) :



Cash consideration, net of cash acquired	$	13,501
Contingent consideration	2,366
Total fair value of consideration given	$	15,867

Customer relationships	$	7,000
Other identifiable intangible assets	2,150
Net tangible assets	167
Total fair value of net assets acquired	$	9,317

Goodwill (not tax deductible)	$	6,550

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 net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products.

Lexington

In May 2017, the Company acquired the business and certain assets of Lexington LLC (“Lexington”), a manufacturer of high quality seating solutions for the marine, RV, transportation, medical and office furniture industries located in Elkhart, Indiana. The purchase price was $40.0 million paid at closing. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The Company is validating account balances and finalizing the valuation for the acquisition. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands) :



Cash consideration	$	40,062

Customer relationships	$	16,900
Other identifiable intangible assets	1,830
Net tangible assets	5,001
Total fair value of net assets acquired	$	23,731

Goodwill (tax deductible)	$	16,331

Sessa Klein S.p.A.

In February 2017, the Company acquired 100 percent of the outstanding shares of Sessa Klein S.p.A. (“Sessa Klein”), a manufacturer of highly engineered side window systems for both high speed and commuter trains, located near Varese, Italy. The purchase price was $8.5 million paid at closing, plus contingent consideration based on future sales by this operation. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The Company is validating account balances and finalizing the valuation for the acquisition.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands) :



Cash consideration net of cash acquired	$	6,502
Contingent consideration	4,922
Total fair value of consideration given	$	11,424

Customer relationships	$	3,189
Other identifiable intangible assets	1,329
Net tangible assets	585
Total fair value of net assets acquired	$	5,103

Goodwill (not tax deductible)	$	6,321

Acquisitions During the Six Months Ended June 30, 2016

Project 2000 S.r.l.

In May 2016 , the Company acquired 100 percent of the equity interest of Project 2000 S.r.l. (“Project 2000”), a manufacturer of innovative, space-saving bed lifts and retractable steps, located near Florence, Italy. The purchase price was $18.8 million paid at closing, plus contingent consideration based on future sales by this operation. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Consolidated Statements of Income since the acquisition date. The acquisition of this business was recorded on the acquisition date as follows (in thousands) :



Cash consideration net of cash acquired	$	16,618
Contingent consideration	1,322
Total fair value of consideration given	$	17,940

Customer relationships	$	9,696
Other identifiable intangible assets	6,141
Net other liabilities	(3,482		)
Total fair value of net assets acquired	$	12,355

Goodwill (not tax deductible)	$	5,585

Flair Interiors

In February 2016 , the Company acquired the business and certain assets of Flair Interiors, Inc. (“Flair”), a manufacturer of RV furniture located in Goshen, Indiana. The purchase price was $8.1 million paid at closing. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The acquisition of this business was recorded on the acquisition date as follows (in thousands) :



Cash consideration	$	8,100

Customer relationships	$	3,700
Net other assets	2,378
Total fair value of net assets acquired	$	6,078

Goodwill (tax deductible)	$	2,022

Highwater Marine Furniture

In January 2016 , the Company acquired the business and certain assets of the pontoon furniture manufacturing operation of Highwater Marine, LLC (“Highwater”), a leading manufacturer of pontoon and other recreational boats located in Elkhart, Indiana. The purchase price was $10.0 million paid at closing. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The acquisition of this business was recorded on the acquisition date as follows (in thousands) :



Cash consideration	$	10,000

Customer relationships	$	8,100
Net tangible assets	1,307
Total fair value of net assets acquired	$	9,407

Goodwill (tax deductible)	$	593

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 net assets acquired, resulting in goodwill, because the Company anticipates leveraging its existing experience and manufacturing capacity with respect to these product lines.

Goodwill

Goodwill by reportable segment was as follows:



(In thousands)	OEM Segment		Aftermarket Segment		Total
Net balance – December 31, 2016	$	74,663	$	14,535	$	89,198
Acquisitions – 2017	29,277		—		29,277
Other	3,793		7		3,800
Net balance – June 30, 2017	$	107,733	$	14,542	$	122,275

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.

Any change in the goodwill amounts resulting from foreign currency translations and purchase accounting adjustments are presented as “Other” in the above table.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Other Intangible Assets

Other intangible assets consisted of the following at June 30, 2017 :



(In thousands)	Gross Cost		Accumulated Amortization		Net Balance		Estimated Useful Life in Years
Customer relationships	$	138,258	$	37,190	$	101,068	6	to	16
Patents	57,202		35,874		21,328		3	to	19
Tradenames	10,337		4,068		6,269		3	to	15
Non-compete agreements	8,354		3,046		5,308		3	to	6
Other	309		93		216		2	to	12
Purchased research and development	4,687		—		4,687		Indefinite
Other intangible assets	$	219,147	$	80,271	$	138,876

Other intangible assets consisted of the following at December 31, 2016 :



(In thousands)	Gross Cost		Accumulated Amortization		Net Balance		Estimated Useful Life in Years
Customer relationships	$	110,784	$	32,414	$	78,370	6	to	16
Patents	56,468		34,066		22,402		3	to	19
Tradenames	10,041		5,667		4,374		3	to	15
Non-compete agreements	5,852		2,975		2,877		3	to	6
Other	309		76		233		2	to	12
Purchased research and development	4,687		—		4,687		Indefinite
Other intangible assets	$	188,141	$	75,198	$	112,943

3 . INVENTORIES

Inventories, valued at the lower of cost (first-in, first-out (FIFO) method) or market, consisted of the following at:



	June 30,				December 31,
(In thousands)	2017		2016		2016
Raw materials	$	164,964	$	122,049	$	155,044
Work in process	10,358		9,256		7,509
Finished goods	27,313		17,858		26,190
Inventories, net	$	202,635	$	149,163	$	188,743

4 . FIXED ASSETS

Fixed assets consisted of the following at:



	June 30,				December 31,
(In thousands)	2017		2016		2016
Fixed assets, at cost	$	381,650	$	304,982	$	337,362
Less accumulated depreciation and amortization	178,446		153,732		164,614
Fixed assets, net	$	203,204	$	151,250	$	172,748

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

5 . ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following at:



	June 30,				December 31,
(In thousands)	2017		2016		2016
Employee compensation and benefits	$	36,861	$	41,467	$	47,459
Current portion of accrued warranty	21,705		18,914		20,393
Taxes payable	19,235		19,028		41
Customer rebates	11,397		11,711		9,329
Other	25,256		22,124		21,513
Accrued expenses and other current liabilities	$	114,454	$	113,244	$	98,735

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 costs, (ii) current trends, (iii) product mix, and (iv) sales. The following table provides a reconciliation of the activity related to the Company’s accrued warranty, including both the current and long-term portions, for the six months ended June 30 :



(In thousands)	2017			2016
Balance at beginning of period	$	32,393		$	26,204
Provision for warranty expense	11,833			10,472
Warranty liability from acquired businesses	150			125
Warranty costs paid	(9,079		)	(7,038		)
Balance at end of period	35,297			29,763
Less long-term portion	13,592			10,849
Current portion of accrued warranty	$	21,705		$	18,914

. LONG-TERM INDEBTEDNESS

At June 30, 2017 and 2016 , and December 31, 2016 , the Company had no outstanding borrowings on its line of credit.

On April 27, 2016, the Company announced the refinancing of its line of credit through an agreement with JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank. The agreement amended and restated the existing line of credit, which now expires on April 27, 2021 (the “Amended Credit Agreement”). In connection with this amendment and restatement, the line of credit was increased from $100.0 million to $200.0 million , and contains a feature allowing the Company to draw up to $50.0 million in approved foreign currencies, including Australian dollars, Canadian dollars, pound sterling and euros. The maximum borrowings under the line of credit can be further increased by $125.0 million , subject to certain conditions. Interest on borrowings under the line of credit is designated from time to time by the Company as either (i) the Alternate Base Rate (defined in the Amended Credit Agreement as the greatest of (a) the Prime Rate of JPMorgan Chase, (b) the federal funds effective rate plus 0.5 percent and (c) the Adjusted LIBO Rate (as defined in the Amended Credit Agreement) for a one month interest period plus 1.0 percent ), plus additional interest ranging from 0.0 percent to 0.625 percent ( 0.0 percent at June 30, 2017 ) depending on the Company’s performance and financial condition, or (ii) the Adjusted LIBO Rate for a period equal to one, two, three, six or twelve months as selected by the Company, plus additional interest ranging from 1.0 percent to 1.625 percent ( 1.0 percent at June 30, 2017 ) depending on the Company’s performance and financial condition. At June 30, 2017 and 2016 , the Company had $2.4 million and $2.5 million , respectively, in issued, but undrawn, standby letters of credit under the line of credit. Availability under the Company’s line of credit was $197.6 million at June 30, 2017 .

On February 24, 2014, the Company entered into a $150.0 million “shelf-loan” facility with Prudential Investment Management, Inc. and its affiliates (“Prudential”) . On March 20, 2015, the Company issued $50.0 million of Senior Promissory Notes (“Series A Notes”) to Prudential for a term of five years, at a fixed interest rate of 3.35 percent per annum, payable quarterly in arrears, of which the entire amount was outstanding at June 30, 2017 . At June 30, 2017 , the fair value of the Company’s long-term debt approximates the carrying value, as estimated using quoted market prices and discounted future cash flows based on similar borrowing arrangements.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

On March 30, 2017, the Company amended its “shelf-loan” facility to extend the term through March 30, 2020. In connection with this amendment, 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 (excluding the Company’s Series A Notes already outstanding). 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. Availability under the Company’s “shelf-loan” facility was $150.0 million at June 30, 2017 . However, the Amended Credit Agreement limits the aggregate indebtedness outstanding to Prudential from time to time to $150.0 million ; therefore, currently the Company can only access an additional $100 million under the shelf-loan facility. The Company is currently discussing a proposed amendment to the Amended Credit Agreement with JPMorgan Chase and the other lenders to address this limitation.

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 the Company’s direct and indirect subsidiaries (including up to 65 percent of the equity interest of certain “controlled foreign corporations.”)

Pursuant to the Amended Credit Agreement and “shelf-loan” facility, the Company is required to maintain minimum interest and fixed charge coverages, and to meet certain other financial requirements. At June 30, 2017 and 2016 , the Company was in compliance with all such requirements, and expects to remain in compliance for the next twelve months.

Availability under both the Amended Credit Agreement and the “shelf-loan” facility is 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. This limitation did not impact the Company’s borrowing availability at June 30, 2017 . The remaining availability under these facilities was $297.6 million at June 30, 2017 . The Company believes the availability under the Amended Credit Agreement and “shelf-loan” facility is adequate to finance the Company’s anticipated cash requirements for the next twelve months.

7 . COMMITMENTS AND CONTINGENCIES

Contingent Consideration

In connection with several business acquisitions, 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 this contingent consideration at June 30, 2017 and 2016 , based on the present value of the expected future cash flows using a market participant’s weighted average cost of capital of 13.6 percent and 12.4 percent , respectively.

As required, the liability for this contingent consideration is measured at fair value 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 contingent consideration, the Company could record adjustments in future periods.

The following table provides a reconciliation of the Company’s contingent consideration liability for the six months ended June 30 :



(In thousands)	2017			2016
Balance at beginning of period	$	9,241		$	10,840
Acquisitions	7,288			1,322
Payments	(2,569		)	(2,715		)
Accretion ^(a)	716			664
Fair value adjustments ^(a)	1,137			421
Net foreign currency translation adjustment	353			—
Balance at end of the period ^(b)	16,166			10,532
Less current portion in accrued expenses and other current liabilities	(6,263		)	(4,720		)
Total long-term portion in other long-term liabilities	$	9,903		$	5,812


^(a)	Recorded in selling, general and administrative expense in the Condensed Consolidated Statements of Income.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

^(b)

Amounts represent the fair value of estimated remaining payments. The total estimated remaining payments as of June 30, 2017 are $20.2 million undiscounted. The liability for contingent consideration expires at various dates through September 2029. Certain of the contingent consideration arrangements are subject to a maximum payment amount, while the remaining arrangements have no maximum contingent consideration.

Furrion Distribution and Supply Agreement

In July 2015, the Company entered into a six -year exclusive distribution and supply agreement with Furrion Limited (“Furrion”), a Hong Kong based firm that designs, engineers and supplies premium electronics. This agreement provides the Company with the rights to distribute Furrion’s complete line of products to OEMs and aftermarket customers in the RV, specialty vehicle, utility trailer, horse trailer, marine, transit bus and school bus industries throughout the United States and Canada. Furrion currently supplies a premium line of televisions, sound systems, navigation systems, wireless backup cameras, solar prep units, power solutions, fireplaces and kitchen appliances, primarily to the RV industry.

In connection with this agreement, the Company entered into minimum purchase obligations (“MPOs”), which Furrion and the Company agreed to review after the first year on an annual basis and adjust as necessary based upon current economic and industry conditions, the development and customer acceptance of new Furrion products, competition and other factors which impact demand for Furrion products.

Subject to agreed upon revisions to the MPOs, Furrion has the right to either terminate the distribution agreement with six months’ notice or remove exclusivity from the Company if the Company misses an MPO in any given year by more than ten percent, after taking into account excess purchases from the previous year. If exclusivity is withdrawn, the Company at its election may terminate the distribution agreement with six months’ notice. Upon termination of the agreement, Furrion has agreed to purchase from the Company any non-obsolete stocks of Furrion products at the cost paid by the Company.

Product Recalls

From time to time, the Company cooperates with and assists its customers on their product recalls and inquiries, and occasionally receives inquiries directly from the National Highway Traffic Safety Administration (“NHTSA”) regarding reported incidents involving the Company’s products. As a result, the Company has incurred expenses associated with product recalls from time to time, and may incur expenditures for future investigations or product recalls.

Environmental

The Company’s operations are subject to certain Federal, state and local regulatory requirements relating to the use, storage, discharge and disposal of hazardous materials 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 current or former 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, including in conjunction with voluntary remediation programs or third-party claims.

Litigation

In the normal course of business, the Company is subject to proceedings, lawsuits, regulatory agency inquiries 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 Condensed Consolidated Balance Sheet as of June 30, 2017 , would not be material to the Company’s financial position or annual results of operations.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

8 . STOCKHOLDERS’ EQUITY

The following table summarizes information about shares of the Company’s common stock at:



	June 30,		December 31,
(In thousands)	2017	2016	2016
Common stock authorized	75,000	75,000	75,000
Common stock issued	27,610	27,271	27,434
Treasury stock	2,684	2,684	2,684

The following reconciliation details the denominator used in the computation of basic and diluted earnings per share:



	Six Months Ended June 30,		Three Months Ended June 30,
(In thousands)	2017	2016	2017	2016
Weighted average shares outstanding for basic earnings per share	24,959	24,542	24,992	24,662
Common stock equivalents pertaining to stock-based awards	337	280	313	254
Weighted average shares outstanding for diluted earnings per share	25,296	24,822	25,305	24,916

The weighted average diluted shares outstanding for the six months ended June 30, 2017 and 2016 , exclude the effect of 143,658 and 243,197 shares of common stock, respectively, subject to stock-based awards. The weighted average diluted shares outstanding for the three months ended June 30, 2017 and 2016 , exclude the effect of 144,046 and 244,219 shares of common stock, respectively, subject to stock-based awards. Such shares were excluded from total diluted shares because they were anti-dilutive or the specified performance conditions those shares were subject to were not yet achieved.

In 2016, the Company initiated the payment of regular quarterly dividends. The table below summarizes the regular quarterly dividends declared and paid during the periods ended June 30, 2017 and December 31, 2016 :



(In thousands, except per share data)	Per Share		Record Date	Payment Date	Total Paid
First Quarter 2016	$	0.30	04/01/16	04/15/16	$	7,344
Second Quarter 2016	0.30		06/06/16	06/17/16	7,363
Third Quarter 2016	0.30		08/19/16	09/02/16	7,371
Fourth Quarter 2016	0.50		11/28/16	12/09/16	12,359
Total 2016	$	1.40			$	34,437

First Quarter 2017	$	0.50	03/06/17	03/17/17	$	12,442
Second Quarter 2017	0.50		05/19/17	06/02/17	12,445
Six Months Ended June 30, 2017	$	1.00			$	24,887

In February 2017 , the Company issued 63,677 deferred stock units at the average price of $108.47 , or $6.9 million , to executive officers in lieu of cash for a portion of their 2016 incentive compensation. In February 2016 , the Company issued 4,784 deferred stock units at the average price of $55.22 , or $0.3 million , to executive officers in lieu of cash for a portion of their 2015 incentive compensation.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

9 . FAIR VALUE MEASUREMENTS

Recurring

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis at:



	June 30, 2017								December 31, 2016
(In thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets
Unrealized gain on derivative instruments	$	1,928	$	—	$	1,928	$	—	$	2,296	$	—	$	2,296	$	—
Liabilities
Contingent consideration	$	16,166	$	—	$	—	$	16,166	$	9,241	$	—	$	—	$	9,241

Contingent Consideration Related to Acquisitions

Liabilities for contingent consideration related to acquisitions were fair valued using management’s projections for long-term sales forecasts, including assumptions regarding market share gains and future industry-specific economic and market conditions, and a market participant’s weighted average cost of capital. Over the next six years , the Company’s long-term sales growth forecasts for products subject to contingent consideration arrangements average approximately 14 percent per year. For further information on the inputs used in determining the fair value, and a roll-forward of the contingent consideration liability, see Note 7 of the Notes to Condensed Consolidated Financial Statements.

Changes in either of the inputs in isolation would result in a change in the fair value measurement. A change in the assumptions used for sales forecasts would result in a directionally similar change in the fair value liability, while a change in the weighted average cost of capital would result in a directionally opposite change in the fair value liability. If there is an increase in the fair value liability, the Company would record a charge to selling, general and administrative expenses, and if there is a decrease in the fair value liability, the Company would record a benefit in selling, general and administrative expenses.

Derivative Instruments

At June 30, 2017 , the Company had derivative instruments for 26.4 million pounds of steel, in order to manage a portion of the exposure to movements associated with steel costs. These derivative instruments expire through December 2018, at an average steel price of $0.25 per pound. While these derivative instruments are considered to be economic hedges of the underlying movement in the price of steel, they are not designated or accounted for as a hedge. These derivative instruments were valued at fair value using a market approach based on the quoted market prices of similar instruments at the end of each reporting period, and the resulting net loss was recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Income. At June 30, 2017 , the $1.9 million corresponding asset was recorded in other current assets as reflected in the Condensed Consolidated Balance Sheets. A net loss of $0.4 million was recorded in cost of sales in the Condensed Consolidated Statements of Income during the six months ended June 30, 2017 .

Non-recurring

The following table presents the carrying value on the measurement date of any assets and liabilities which were measured at fair value and recorded at the lower of cost or fair value, on a non-recurring basis, using significant unobservable inputs (Level 3), and the corresponding non-recurring losses or (gains) recognized during the six months ended June 30 :



	2017				2016
(In thousands)	Carrying Value		Non-Recurring Losses/(Gains)		Carrying Value		Non-Recurring Losses/(Gains)
Vacant owned facilities	$	2,475	$	—	$	2,520	$	—
Net assets of acquired businesses	38,151		—		27,840		—
Total assets	$	40,626	$	—	$	30,360	$	—

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Vacant Owned Facilities

During the first six months of 2017 , the Company reviewed the recoverability of the carrying value of one vacant owned facility. At June 30, 2017 , the Company had one vacant owned facility with an estimated fair value of over $3.0 million and a carrying value of $2.5 million , classified in fixed assets in the Condensed Consolidated Balance Sheets.

During the first six months of 2016 , the Company reviewed the recoverability of the carrying value of one vacant owned facility. At June 30, 2016 , the Company had one vacant owned facility with an estimated fair value of over $ 3.0 million and a carrying value of $2.5 million , classified in fixed assets in the Condensed Consolidated Balance Sheets.

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.

Net Assets of Acquired Businesses

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, a market participant’s weighted average cost of capital, as well as other techniques as circumstances required. For further information on acquired assets and liabilities, see Note 2 of the Notes to Condensed Consolidated Financial Statements.

10 . SEGMENT REPORTING

The Company has two reportable segments, the OEM Segment and the Aftermarket Segment. Intersegment sales are insignificant.

The OEM Segment, which accounted for 92 percent and 93 percent of consolidated net sales for each of the six month periods ended June 30, 2017 and 2016 , respectively, manufactures or distributes a broad array of components for the leading OEMs of RVs and adjacent industries, including buses; trailers used to haul boats, livestock, equipment and other cargo; trucks; pontoon boats; trains; manufactured homes; and modular housing. Approximately 71 percent of the Company’s OEM Segment net sales for the six months ended June 30, 2017 were of components for travel trailer and fifth-wheel RVs.

The Aftermarket Segment, which accounted for 8 percent and 7 percent of consolidated net sales for each of the six month periods ended June 30, 2017 and 2016 , respectively, supplies components to the related aftermarket channels of the RV and adjacent industries, primarily to retail dealers, wholesale distributors and service centers. The Aftermarket Segment also includes the sale of replacement glass and awnings to fulfill insurance claims.

Decisions concerning the allocation of the Company’s resources are made by the Company’s chief operating decision maker (“CODM”), with oversight by the Board of Directors. The CODM evaluates the performance of each segment based upon segment operating profit or loss, generally defined as income or loss before interest 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 OEM and Aftermarket Segments are the same as those described in Note 1 of the Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



Information relating to segments follows for the:
	Six Months Ended June 30,				Three Months Ended June 30,
(In thousands)	2017		2016		2017		2016
Net sales:
OEM Segment:
RV OEMs:
Travel trailers and fifth-wheels	$	687,525	$	573,055	$	357,251	$	289,686
Motorhomes	73,292		56,389		36,248		27,866
Adjacent industries OEMs	203,987		170,125		109,276		89,364
Total OEM Segment net sales	964,804		799,569		502,775		406,916
Aftermarket Segment:
Total Aftermarket Segment net sales	81,015		64,060		44,708		33,915
Total net sales	$	1,045,819	$	863,629	$	547,483	$	440,831
Operating profit:
OEM Segment	$	110,842	$	105,053	$	56,445	$	54,402
Aftermarket Segment	11,327		10,063		6,595		4,986
Total operating profit	$	122,169	$	115,116	$	63,040	$	59,388

11 . NEW ACCOUNTING PRONOUNCEMENTS

In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting. This ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The Company does not believe the updated requirements will materially impact the Company’s Condensed Consolidated Financial Statements.

In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which amends ASC 715, Compensation - Retirement Benefits. This ASU requires the service cost component of net periodic benefit cost be presented in the same income statement line item as other employee compensation costs arising from services rendered during the period, and other components of the net periodic benefit cost be presented separately from the line item that includes the service cost and outside of any subtotal of operating income. This ASU is effective for interim and annual reporting periods beginning after December 15, 2017. The Company is evaluating the effect of adopting this new accounting guidance.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which amends ASC 350, Intangibles - Goodwill and Other. This ASU simplifies how an entity is required to test goodwill for impairment by eliminating step 2 from the goodwill impairment test. Step 2 measures goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. This ASU is effective for interim and annual reporting periods, beginning after December 15, 2019 with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on the Company’s Condensed Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, which amends ASC 805, Business Combinations . This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. This ASU is effective for interim and annual reporting periods beginning after December 15, 2017. The adoption of this ASU 2017-01 is not expected to have a material impact on the Company’s Condensed Consolidated Financial Statements.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments , which amends ASC 230, Statement of Cash Flows . This ASU provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. This ASU is effective for annual and interim periods beginning after December 15, 2017, and should be applied retrospectively with early adoption permitted at the beginning of an interim or annual reporting period.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The Company is evaluating the effect of adopting this new accounting guidance, but does not expect adoption will have a material impact on the Company’s Condensed Consolidated Financial Statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which amended ASC 718, Compensation - Stock Compensation . This ASU simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. Under the new standard, all excess tax benefits and tax deficiencies are recorded as a component of the provision for income taxes in the reporting period in which they occur. Additionally, ASU 2016-09 requires that the Company present excess tax benefits on the consolidated statement of cash flows as an operating activity. The adoption of the ASU resulted in the recognition of excess tax benefits in the provision for income taxes within the Condensed Consolidated Financial Statements of $5.2 million for the six months ended June 30, 2017 . Additionally, the Condensed Consolidated Statement of Cash Flows now present excess tax benefits as an operating activity, adjusted prospectively. Finally, the Company elected to continue to estimate forfeitures based on historical data and recognizes forfeiture compensation expense over the vesting period of the award. The Company adopted ASU 2016-09 in the first quarter of 2017 and elected to apply this adoption prospectively. Prior periods have not been adjusted.

In February 2016, the FASB issued ASU 2016-02, Leases . This ASU requires, in most instances, a lessee to recognize on its balance sheet a liability to make lease payments (the lease liability) and also a right-of-use asset representing its right to use the underlying asset for the lease term. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those periods, using a modified retrospective approach with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . This ASU outlines a single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance issued by the FASB, including industry specific guidance. ASU 2014-09 provides accounting guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts with customers to provide goods and services. The guidance also provides a model for the measurement and recognition of gains and losses on the sale of certain non-financial assets, such as property and equipment, including real estate. ASU 2014-09 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2017. The new standard must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. ASU 2014-09 also requires entities to disclose both quantitative and qualitative information to enable users of the financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

The Company does not anticipate the adoption of this standard will have a material impact on its reported current net sales; however, given its acquisition strategy, there may be additional revenue streams acquired prior to the adoption date. The Company’s technical analysis is on-going with respect to variable consideration, whether certain contracts’ revenues will be recognized over time or at a point in time, and whether costs to obtain a contract will be capitalized. Further, the Company is continuing to assess what incremental disaggregated revenue disclosures will be required in its Condensed Consolidated Financial Statements. The Company continues to evaluate transition methods, and expects to finalize its determination once all other significant matters are concluded.

LCI INDUSTRIES

ITEM 2 – 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 Condensed Consolidated Financial Statements and Notes thereto included in Item 1 of Part 1 of this Report, as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .

LCI Industries (“LCII”, and collectively with its subsidiaries, the “Company”), through its wholly-owned subsidiary, Lippert Components, Inc. and its subsidiaries (collectively, “Lippert Components” or “LCI”), supplies, domestically and internationally, a broad array of components for the leading original equipment manufacturers (“OEMs”) of recreational vehicles (“RVs”) and adjacent industries including buses; trailers used to haul boats, livestock, equipment and other cargo; trucks; pontoon boats; trains; manufactured homes; and modular housing . The Company also supplies components to the related aftermarkets of these industries, primarily by selling to retail dealers, wholesale distributors and service centers.

The Company has two reportable segments, the OEM Segment and the Aftermarket Segment. Intersegment sales are insignificant. At June 30, 2017 , the Company operated 52 manufacturing and distribution facilities located throughout the United States and in Canada and Italy.



Net sales and operating profit were as follows for the:
	Six Months Ended June 30,				Three Months Ended June 30,
(In thousands)	2017		2016		2017		2016
Net sales:
OEM Segment:
RV OEMs:
Travel trailers and fifth-wheels	$	687,525	$	573,055	$	357,251	$	289,686
Motorhomes	73,292		56,389		36,248		27,866
Adjacent industries OEMs	203,987		170,125		109,276		89,364
Total OEM Segment net sales	964,804		799,569		502,775		406,916
Aftermarket Segment:
Total Aftermarket Segment net sales	81,015		64,060		44,708		33,915
Total net sales	$	1,045,819	$	863,629	$	547,483	$	440,831
Operating profit:
OEM Segment	$	110,842	$	105,053	$	56,445	$	54,402
Aftermarket Segment	11,327		10,063		6,595		4,986
Total operating profit	$	122,169	$	115,116	$	63,040	$	59,388

The Company’s OEM Segment manufactures or distributes a broad array of components for the leading OEMs of RVs and adjacent industries. Approximately 71 percent of the Company’s OEM Segment net sales for the twelve months ended June 30, 2017 were of components for travel trailer and fifth-wheel RVs, including:



● Steel chassis and related components	● Furniture and mattresses
● Axles and suspension solutions	● Electric and manual entry steps
● Slide-out mechanisms and solutions	● Awnings and awning accessories
● Thermoformed bath, kitchen and other products	● Electronic components
● Vinyl, aluminum and frameless windows	● Appliances
● Manual, electric and hydraulic stabilizer and leveling systems	● Televisions, sound systems, navigation systems and backup cameras
● Entry, luggage, patio and ramp doors	● Other accessories

The Aftermarket Segment supplies many of these components to the related aftermarket channels of the RV and adjacent industries, primarily to retail dealers, wholesale distributors and service centers. The Aftermarket Segment also includes the sale of replacement glass and awnings to fulfill insurance claims.

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

INDUSTRY BACKGROUND

OEM

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).

The annual sales cycle for the RV industry generally starts in October after the “Open House” in Elkhart, Indiana where many of the largest RV OEMs display product to RV retail dealers, and ends after the conclusion of the summer selling season in September in the following calendar year. Between October and March, industry-wide wholesale shipments of travel trailer and fifth-wheel RVs have historically exceeded retail sales as dealers build inventories to support anticipated sales. Between April and September, the spring and summer selling seasons, retail sales of travel trailer and fifth-wheel RVs have historically exceeded industry-wide wholesale shipments. Based on the strength of retail sales and the current outlook from several RV OEMs and their dealer networks, most industry analysts continue to report that RV dealer inventory is in line with anticipated retail demand.

According to the Recreation Vehicle Industry Association (“RVIA”), industry-wide wholesale shipments of travel trailer and fifth-wheel RVs in the first six months of 2017 , the Company’s primary RV market, increased 14 percent to 217,400 units, compared to the same period of 2016 , as a result of:


•	An estimated 24,400 unit increase in retail demand in the first six months of 2017 , or 13 percent , as compared to the same period of 2016 . In addition, retail demand is typically revised upward over the subsequent quarter by approximately five to ten percent, primarily due to delayed RV registrations.


•	RV dealers seasonally increasing inventory levels by an estimated 7,300 units in the first six months of 2017 , higher than the increase in inventory levels of 4,300 units in the same period of 2016 .

While the Company measures its OEM Segment RV sales against industry-wide wholesale shipment statistics, the underlying health of the RV industry is determined by retail demand. A comparison of the number of units and the year-over-year percentage change in industry-wide wholesale shipments and retail sales of travel trailers and fifth-wheel RVs, as reported by Statistical Surveys, Inc., as well as the resulting estimated change in dealer inventories, for both the United States and Canada, is as follows:



					Estimated
	Wholesale		Retail		Unit Impact on
	Units	Change	Units	Change	Dealer Inventories
Quarter ended June 30, 2017 ⁽¹⁾	115,900	17%	137,500	12%	(21,600)
Quarter ended March 31, 2017	101,500	12%	72,600	15%	28,900
Quarter ended December 31, 2016	90,300	20%	58,300	17%	32,000
Quarter ended September 30, 2016	82,400	20%	108,700	9%	(26,300)
Twelve months ended June 30, 2017 ⁽¹⁾	390,100	17%	377,100	13%	13,000

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)



					Estimated
	Wholesale		Retail		Unit Impact on
	Units	Change	Units	Change	Dealer Inventories
Quarter ended June 30, 2016	99,200	12%	122,800	9%	(23,600)
Quarter ended March 31, 2016	90,800	11%	62,900	15%	27,900
Quarter ended December 31, 2015	75,000	4%	49,900	16%	25,100
Quarter ended September 30, 2015	68,700	5%	99,500	13%	(30,800)
Twelve months ended June 30, 2016	333,700	8%	335,100	12%	(1,400)


⁽¹⁾	Retail sales data for June 2017 has not been published; therefore retail and dealer inventory data includes a Company estimate for retail units sold in June .

According to the RVIA, industry-wide wholesale shipments of motorhome RVs in the first six months of 2017 increased 14 percent to 32,800 units compared to the same period of 2016 . The Company estimates retail demand for motorhome RVs increased 11 percent in the first six months of 2017 , following a 11 percent increase in retail demand in 2016 .

The RVIA has projected a ten percent increase in industry-wide wholesale shipments of travel trailer and fifth-wheel RVs for 2017 and a three percent increase for 2018. Several RV OEMs, however, are introducing new product lines, additional features and adding production capacity. Retail sales of RVs historically have been closely tied to general economic conditions, as well as consumer confidence which was above historical averages in 2016. Additionally, retail sales of travel trailer and fifth-wheel RVs have increased in 90 of the last 92 months on a year-over-year basis. Industry resources report strong attendance and high consumer interest at RV shows around the United States and Canada thus far in 2017.

Although future retail demand is inherently uncertain, RV industry fundamentals in the first six months of 2017 , including generally low unemployment, low fuel prices and available credit for dealers and RV consumers, were strong, as evidenced by the 13 percent increase in industry-wide retail sales of travel trailer and fifth-wheel RVs in the first six months of 2017 . The Company believes the strong RV industry fundamentals, aided by product innovation, demographic tailwinds, industry promotion and the advent of stronger dealer networks, are positive signs for the remainder of 2017 . The Company also remains confident in its ability to exceed industry growth rates through new product introductions, market share gains, aftermarket sales, acquisitions and ongoing investments in research and development, engineering, quality and customer service.

Over the long term, the Company expects RV industry sales to be aided by positive demographics and the continued popularity of the “RV Lifestyle”. The number of consumers between the ages of 55 and 70 are projected to total 56 million by 2020, 27 percent higher than in 2010, according to U.S. Census figures, and one in ten vehicle-owning households between the ages of 50 and 64 own at least one RV. The RVIA reported much of the success of the RV industry has been driven by the Baby Boomer generation. The size of that generation is beginning to wane, and younger generations (Generation X and Millennials) are becoming more relevant to future industry growth. Generation X and Millennials are more diverse, requiring new and creative marketing approaches to attract them to the RV industry. The RVIA has an advertising campaign promoting the “RV Lifestyle” targeted at both parents aged 30 - 49 with children at home, as well as couples aged 50 - 64 with no children at home. In addition, the RV OEMs have developed more entry level units, specifically targeting younger families, in both towables and motorhomes. The popularity of traveling in RVs to NASCAR and other sporting events, more family-oriented domestic vacations, and using RVs as second homes, are trends that could continue to motivate consumer demand for RVs. RVIA studies indicate RV vacations cost significantly less than other forms of vacation travel, even when factoring in fuel prices and the cost of RV ownership. More details can be found at www.RVIA.org.

Adjacent Industries

The Company’s portfolio of products used in RVs can also be used in other applications, including buses; trailers used to haul boats, livestock, equipment and other cargo; trucks; pontoon boats; trains; manufactured homes; and modular housing (collectively, “Adjacent Industries”). In many cases, OEM customers of the Adjacent Industries are affiliated with RV OEMs through related subsidiaries. The Company believes there are significant opportunities in these Adjacent Industries and, as a result, five of the last eight business acquisitions completed by the Company were focused in Adjacent Industries.

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The estimated potential content per unit the Company may supply to the Adjacent Industries varies by OEM product and differs from RVs. As a means to understand the potential of each of these markets, management reviews the number of retail units sold. The following are key target markets for Adjacent Industries component sales:


•	Enclosed trailers. According to Statistical Surveys, approximately 192,000 and 183,500 enclosed trailers were sold in 2016 and 2015 , respectively.


•	Pontoon boats. Statistical Surveys also reported approximately 49,600 and 45,400 pontoon boats were sold in 2016 and 2015 , respectively.


•	School buses. According to Wards Communications and R.L. Polk & Co., there were approximately 32,800 and 29,600 school buses sold in 2016 and 2015 , respectively.


•	Manufactured housing. According to the Institute for Building Technology and Safety, there were approximately 81,100 and 70,500 manufactured home wholesale shipments in 2016 and 2015 , respectively.

Aftermarket Segment

Many of the Company’s OEM Segment products are also sold through various aftermarket channels, including dealerships, warehouse distributors and service centers, as well as direct to retail customers. The Company has teams dedicated to product training and marketing support for its Aftermarket customers. The Company also supports two call centers to provide quick responses to customers for both product delivery and technical support. This support is designed for a rapid response to critical repairs so customer downtime is minimized. The Aftermarket Segment also includes the sale of replacement glass and awnings to fulfill insurance claims. Many of the optional upgrades and non-critical replacements are purchased outside the normal product selling seasons, thereby causing Aftermarket sales to be counter-seasonal.

According to the RVIA, current estimated RV ownership is nearly nine million units. Additionally, as a result of a vibrant secondary market, one-third of current owners purchased their RV new while the remaining two-thirds purchased a previously owned RV. This vibrant secondary market is a key driver for the aftermarket, as the Company anticipates owners of previously owned RVs will likely upgrade their units as well as replace parts and accessories which have been subjected to normal wear and tear.

RESULTS OF OPERATIONS

Consolidated Highlights

•

Consolidated net sales in the second quarter of 2017 increased to $547 million , 24 percent higher than consolidated net sales for the second quarter of 2016 of $441 million . Acquisitions completed by the Company over the twelve months ended June 30, 2017 , added $17 million in net sales in the second quarter of 2017 . The 17 percent increase in industry-wide wholesale shipments of travel trailer and fifth-wheel RVs, LCI’s primary OEM market, as well as increased content per RV unit, positively impacted net sales growth in the second quarter of 2017 . Further, the Company organically increased sales to adjacent industries and the aftermarket.


•	Net income for the second quarter of 2017 increased to $40.1 million , or $1.59 per diluted share, up from net income of $37.6 million , or $1.51 per diluted share, compared to the second quarter of 2016 .


•	Consolidated operating profits during the second quarter of 2017 increased six percent , to $63.0 million from $59.4 million in the second quarter of 2016 . Operating profit margin decreased to 12 percent in the second quarter of 2017 from 13 percent compared to the second quarter of 2016 .

•

Labor and material costs increased during the second quarter of 2017 , however, the Company continues to take actions to improve its cost structure. The Company seeks to continuously manage its labor cost, particularly indirect labor, while supporting the growth of the business. Lean manufacturing teams continue working to reduce cost and implement processes to better utilize available floorspace. The Company also has reduced direct labor attrition which improves efficiency and reduces other costs associated with workforce turnover.


•	The cost of aluminum and steel used in certain of the Company’s manufactured components declined during the first half of 2016; however, certain commodities experienced cost increases in the second half of 2016 and the first half of 2017 from market low points. Raw material costs continue to fluctuate and are expected to remain volatile.

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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(Continued)


•	Thus far in 2017, the Company completed three acquisitions:

◦


◦	In May 2017, the Company acquired the business and certain assets of Lexington LLC (“Lexington”), a manufacturer of high quality seating solutions for the marine, RV, transportation, medical and office furniture industries located in Elkhart, Indiana. The purchase price was $40.0 million paid at closing.


◦	In February 2017, the Company acquired 100 percent of the outstanding shares of Sessa Klein S.p.A. (“Sessa Klein”), a manufacturer of highly engineered side window systems for both high speed and commuter trains, located near Varese, Italy. The purchase price was $8.5 million paid at closing, plus contingent consideration based on future sales by this operation.

Integration activities for these and previously acquired businesses are underway and proceeding in line with established plans. The Company plans to grow sales and leverage its purchasing power, manufacturing capabilities, engineering expertise and design resources to improve the cost structure of the acquired operations.

•

The effective tax rate for the six months ended June 30, 2017, was substantially lower than the comparable prior year period, primarily due to the recognition of excess tax benefits attributable to the adoption by the Company of Accounting Standards Update 2016-09, which simplified several aspects of the accounting for share-based payment transactions, including income tax consequences. The excess tax benefit equated to $5.2 million recognized in the first six months of 2017.


•	Return on equity for the twelve months ended June 30, 2017 , which is calculated by taking net income over equity, improved to 25.0 percent, from the 24.1 percent return on equity in June 30, 2016 .


•	In March and June 2017, the Company paid a quarterly dividend of $0.50 per share, aggregating to $12.4 million and $12.4 million , respectively.

OEM Segment - Second Quarter

Net sales of the OEM Segment in the second quarter of 2017 increased 24 percent , or $96 million , compared to the same period of 2016 . Net sales of components to OEMs were to the following markets for the three months ended June 30 :



(In thousands)	2017		2016		Change
RV OEMs:
Travel trailers and fifth-wheels	$	357,251	$	289,686	23	%
Motorhomes	36,248		27,866		30	%
Adjacent industries OEMs	109,276		89,364		22	%
Total OEM Segment net sales	$	502,775	$	406,916	24	%

According to the RVIA, industry-wide wholesale unit shipments for the three months ended June 30 were:



	2017	2016	Change
Travel trailer and fifth-wheel RVs	115,900	99,200	17	%
Motorhomes	16,500	14,800	11	%

The Company’s net sales growth in components for travel trailer and fifth-wheel RVs during the second quarter of 2017 exceeded the increase in industry-wide wholesale shipments of travel trailer and fifth-wheel RVs during the same period, primarily due to market share gains.

The Company’s net sales growth in components for motorhomes during the second quarter of 2017 exceeded the increase in industry-wide wholesale shipments of motorhomes during the same period, primarily due to acquisitions completed in 2017 and 2016 and market share gains. Over the past few years, the Company has been expanding its product line of components for motorhomes in order to increase its customer base and market penetration, and further growth is expected.

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

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 twelve months ended June 30 , divided by the industry-wide wholesale shipments of the different types of RVs for the same period, was:



Content per:	2017		2016		Change
Travel trailer and fifth-wheel RV	$	3,104	$	3,013	3	%
Motorhome	$	2,072	$	1,920	8	%

The Company’s average product content per type of RV excludes international sales and sales to the Aftermarket and Adjacent Industries. Content per RV is impacted by market share gains, acquisitions, new product introductions, and changes in selling prices for the Company’s products, as well as changes in the types of RVs produced industry-wide.

The Company’s net OEM sales to Adjacent Industries increased during the second quarter of 2017 primarily due to acquisitions completed in 2017 and 2016 and market share gains. The Company continues to believe there are significant opportunities in Adjacent Industries.

Operating profit of the OEM Segment was $56.4 million in the second quarter of 2017 , an improvement of $2.0 million compared to the same period of 2016 . The operating profit margin of the OEM Segment in the second quarter of 2017 was positively impacted by:


•	Better fixed cost absorption by spreading fixed costs over a $96 million larger sales base.


•	Increased sales to Adjacent Industries OEMs.


•	Sales mix changes and pricing changes of products, including increased sales of fifth-wheel products which have a higher margin.

•

Investments over the past several years to increase capacity and improve operating efficiencies. Further, the Company has implemented efficiency improvements, including lean manufacturing initiatives, increased use of automation and employee retention initiatives. The Company has also reduced direct labor attrition which improves efficiency and reduces other costs associated with workforce turnover.

Offset by:


•	Higher material costs for certain raw materials. Steel and aluminum costs increased in the second quarter of 2017. Material costs are subject to global supply and demand forces and are expected to remain volatile.


•	Higher labor costs. While the Company seeks to continuously manage its labor cost, it has added staff to support the growth of the business. The results also reflect variable compensation increases based on achieving profitability targets. Additionally, competition for skilled workers has continued to tighten the labor market which has increased the cost of labor.

•

Fixed costs which were approximately $2 million to $3 million higher than in the second quarter of 2016 . Over the past couple of years, the Company made significant investments in manufacturing capacity, both facilities and personnel, to prepare for the expected increase in net sales in 2017 and beyond. In addition to investments in fixed costs to expand manufacturing capacity, the Company has made improvements in marketing, human resources, engineering, customer service and other critical departments. The Company also added the teams from acquired businesses, as well as amortization costs of intangible assets related to those businesses.

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

OEM Segment – Year to Date

Net sales of the OEM Segment in the first six months of 2017 increased 21 percent , or $165 million , compared to the first six months of 2016 . Net sales of components to OEMs were to the following markets for the six months ended June 30 :



(In thousands)	2017		2016		Change
RV OEMs:
Travel trailers and fifth-wheels	$	687,525	$	573,055	20	%
Motorhomes	73,292		56,389		30	%
Adjacent industries OEMs	203,987		170,125		20	%
Total OEM Segment net sales	$	964,804	$	799,569	21	%

According to the RVIA, industry-wide wholesale unit shipments for the six months ended June 30, were:



	2017	2016	Change
Travel trailer and fifth-wheel RVs	217,400	190,000	14	%
Motorhomes	32,800	28,800	14	%

The Company’s net sales growth in components for travel trailer and fifth-wheel RVs during the first six months of 2017 exceeded the increase in industry-wide wholesale shipments of travel trailer and fifth-wheel RVs during the same period primarily due to market share gains and acquisitions completed in 2017 and 2016 .

The Company’s net sales growth in components for motorhomes during the first six months of 2017 exceeded the increase in industry-wide wholesale shipments of motorhomes during the same period, primarily due to acquisitions completed in 2017 and 2016 and market share gains. Over the past few years, the Company has been expanding its product line of components for motorhomes in order to increase its customer base and market penetration, and further growth is expected.

The Company’s net sales to Adjacent Industries increased during the first six months of 2017 , primarily due to acquisitions completed in the second half of 2016 and the first six months of 2017 , and market share gains. Acquisitions added $19 million in net sales during the first six months of 2017 . The Company continues to believe there are significant opportunities in Adjacent Industries.

Operating profit of the OEM Segment was $110.8 million in the first six months of 2017 , an improvement of $5.8 million compared to the first six months of 2016 . The operating profit margin of the OEM Segment in the first six months of 2017 was impacted by:


•	Better fixed cost absorption by spreading fixed costs over a $165 million larger sales base.


•	Increased sales to Adjacent Industries OEMs.


•	Sales mix changes and pricing changes of products, including increased sales of fifth-wheel products which have a higher margin.

•


•	Lower group health claims. The Company actively works to manage and reduce these costs, however, these costs remain subject to fluctuation.

Partially offset by:

•

Fixed costs which were approximately $4 million to $5 million higher than in the first six months of 2016 . Over the past couple of years, the Company made significant investments in manufacturing capacity, both facilities and personnel, to prepare for the expected increase in net sales in 2017 and beyond. In addition to investments in fixed costs to expand manufacturing capacity, the Company has made improvements in marketing, human resources, engineering, customer service and other critical departments. The Company also added the teams from acquired businesses, as well as amortization costs of intangible assets related to those businesses.

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)


•	Higher material costs for certain raw materials. Steel and aluminum costs increased in the first half of 2017. Material costs are subject to global supply and demand forces and are expected to remain volatile.


•	Higher labor costs. While the Company seeks to continuously manage its labor cost, it has added staff to support the growth of the business. The results also reflect variable compensation increases based on achieving profitability targets. Additionally, competition for skilled workers has continued to tighten the labor market which has increased the cost of labor.

Aftermarket Segment - Second Quarter

Net sales of the Aftermarket Segment in the second quarter of 2017 increased 32 percent , or $11 million , compared to the same period of 2016 . Net sales of components were as follows for the three months ended June 30 :



(In thousands)	2017		2016		Change
Total Aftermarket Segment net sales	$	44,708	$	33,915	32	%

The Company’s net sales to the Aftermarket increased during the second quarter of 2017 primarily due to the Company’s focus on building out well qualified, customer-focused teams and infrastructure to service this market. With an estimated nine million households in North America owning an RV and the Company’s increasing content per unit, the Company continues to believe there are significant opportunities in the RV aftermarket as the components sold to OEMs are subject to normal wear and tear over time.

Operating profit of the Aftermarket Segment was $6.6 million in the second quarter of 2017 , an increase of $1.6 million compared to the same period of 2016 , primarily due to the increase in net sales to wholesale distributors with lower margins traditionally experienced in aftermarket channels. As indicated, this business is still in an early growth stage and the Company has added staff to support anticipated growth and anticipates further cost increases in this area as it builds up the capabilities of this business.

Aftermarket Segment – Year to Date

Net sales of the Aftermarket Segment in the first six months of 2017 increased 26 percent , or $17 million , compared to the same period of 2016 . Net sales of components were as follows for the six months ended June 30 :



(In thousands)	2017		2016		Change
Total Aftermarket Segment net sales	$	81,015	$	64,060	26	%

The Company’s net sales to the Aftermarket increased during the first six months of 2017 primarily due to the Company’s focus on building out well qualified, customer-focused teams and infrastructure to service this market. With an estimated nine million households in North America owning an RV and the Company’s increasing content per unit, the Company continues to believe there are significant opportunities in the RV aftermarket as the components sold to OEMs are subject to normal wear and tear over time.

Operating profit of the Aftermarket Segment was $11.3 million in the first six months of 2017 , an increase of $1.3 million compared to the same period of 2016 , primarily due to the increase in net sales to wholesale distributors with lower margins traditionally experienced in aftermarket channels. As indicated, this business is still in an early growth stage and the Company has added staff to support anticipated growth and anticipates further cost increases in this area as it builds up the capabilities of this business.

Income Taxes

The effective tax rates for the six months ended June 30, 2017 and 2016 were 31.4% and 35.6%, respectively. The effective tax rate for the six months ended June 30, 2017 differed from the Federal statutory rate primarily due to the recognition of excess tax benefits as a component of the provision for income taxes attributable to the adoption of ASU 2016-09, the tax benefit relating to U.S. manufacturer’s deduction and Federal and Indiana research and development (“R&D”) credits offset by state taxes, foreign taxes and non-deductible expenses. The decrease in effective tax rate for the six months ended June 30, 2017 as compared to the

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

same period in 2016 was due primarily to the recognition of excess tax benefits attributable to the adoption of ASU 2016-09 in the first quarter of 2017.

Generally, calendar years 2014 - 2016 remain open for federal and state income tax purposes. The Company is currently being audited by the Internal Revenue Service for the tax year ended December 31, 2014.

The net amount of tax liability for unrecognized tax benefits may change within the next twelve months due to changes in audit status, expiration of statutes of limitations, settlements of tax assessments and other events which could impact our determination of unrecognized tax benefits. Although the ultimate timing for resolution of the disputed tax issues is uncertain, we may resolve certain tax matters within the next twelve months and pay amounts for other unresolved tax matters in order to limit the potential impact of interest charges. The resolution of these audits are not expected to be material to our consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

The Condensed Consolidated Statements of Cash Flows reflect the following for the six months ended June 30 :



(In thousands)	2017			2016
Net cash flows provided by operating activities	$	97,744		$	133,351
Net cash flows used for investing activities	(110,895		)	(47,446		)
Net cash flows used for financing activities	(35,058		)	(19,650		)
Net (decrease) increase in cash and cash equivalents	$	(48,209	)	$	66,255

Cash Flows from Operations

Net cash flows from operating activities in first six months of 2017 were $35.6 million lower than the same period of 2016 , primarily due to:


•	A $32.5 million increase in accrued expenses and other liabilities in the first six months of 2017 compared to a $45.4 million increase in the same period of 2016 , primarily due to timing of these payments.

•

A $61.5 million seasonal increase in accounts receivable in the first six months of 2017 compared to a $58.8 million increase in the same period of 2016 , primarily due to increased net sales partially offset by the timing of payments by the Company’s customers. Overall, accounts receivable balances remain current with an increase in days sales outstanding to 22 at June 30, 2017 , compared to 20 at June 30, 2016 .

•

A $6.8 million increase in inventory in the first six months of 2017 compared to a $25.6 million decrease in the same period of 2016 . Inventory turnover for the twelve months ended June 30, 2017 increased to 7.8 turns compared to 7.0 turns for the same period of 2016 . The Company is working to improve inventory turnover, however, inventory turns may trend lower due to growth in product categories such as imported furniture and Furrion electronics.

Partially offset by:


•	A $9.8 million increase in net income in first six months of 2017 compared to the same period of 2016 .

Over the long term, based on the Company’s historical collection and payment patterns, as well as inventory turnover, and also giving consideration to emerging trends and changes to the sales mix, the Company expects working capital to increase or decrease equivalent to approximately 10 to 15 percent of the increase or decrease, respectively, in net sales. However, there are many factors that can impact this relationship, especially in the short term.

Depreciation and amortization was $25.5 million in the first six months of 2017 , and is expected to be approximately $55 million to $60 million for fiscal year 2017 . Non-cash stock-based compensation in the first six months of 2017 was $9.3 million . Non-cash stock-based compensation is expected to be approximately $19 million to $21 million in 2017 .

Cash Flows from Investing Activities

Cash flows used for investing activities of $110.9 million in the first six months of 2017 were primarily comprised of $43.3 million for capital expenditures and $67.9 million for the acquisition of businesses. Cash flows used for investing activities

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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(Continued)

of $47.4 million in the first six months of 2016 were primarily comprised of $13.3 million for capital expenditures and $34.2 million for the acquisition of businesses. Information detailing out the acquisitions in the first six months of 2017 and 2016 are included in Note 2 of the Notes to the Condensed Consolidated Financial Statements.

The Company’s capital expenditures are primarily for replacement and growth. Over the long term, based on the Company’s historical capital expenditures, the replacement portion has averaged approximately 2 percent of net sales, while the growth portion has averaged approximately 8 to 11 percent of the annual increase in net sales. However, there are many factors that can impact the actual spending compared to these historical averages.

The first six months of 2017 capital expenditures and acquisitions were funded by cash from operations. Capital expenditures in 2017 are expected to be funded primarily from cash generated from operations, as well as periodic borrowings under the Company’s line of credit.

Cash Flows from Financing Activities

Cash flows used for financing activities in the first six months of 2017 were primarily comprised of a payment of dividends of $0.50 per share of the Company’s common stock, representing an aggregate of $12.4 million and $12.4 million , respectively, paid to stockholders of record as of March 6, 2017 and May 19, 2017 , respectively. In addition, the Company had $7.5 million of shares tendered for payment of taxes. Further, the Company paid $2.6 million in contingent consideration related to acquisitions.

Cash flows used for financing activities in the first six months of 2016 were primarily comprised of payments of dividends of $0.30 per share of the Company’s common stock, representing an aggregate of $7.3 million and $7.4 million, respectively, paid to stockholders of record as of April 1, 2016 and June 6, 2016, respectively. In addition, the Company received $2.7 million in cash and the related tax benefits from the exercise of stock-based compensation, which was more than offset by $3.8 million of shares tendered for payment of taxes. Further, the Company paid $2.7 million in contingent consideration related to acquisitions.

In connection with certain business acquisitions, if established sales targets for the acquired business are achieved, the Company will pay additional cash consideration. The Company has recorded a $16.2 million liability for the aggregate fair value of these expected contingent consideration liabilities at June 30, 2017 , including $6.3 million recorded as a current liability. For further information, see Note 7 of the Notes to the Condensed Consolidated Financial Statements.

On March 30, 2017, the Company amended its “shelf-loan” facility with Prudential Investment Management, Inc. and its affiliates (“Prudential”) to extend the term through March 30, 2020. In connection with this amendment, 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 (excluding the Company’s Series A Notes already outstanding). 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. Availability under the Company’s “shelf-loan” facility was $150.0 million at June 30, 2017 . However, the Amended Credit Agreement limits the aggregate indebtedness outstanding to Prudential from time to time to $150.0 million ; therefore, currently the Company can only access an additional $100 million under the shelf-loan facility.

Pursuant to the Amended Credit Agreement and “shelf-loan” facility, the Company is required to maintain minimum interest and fixed charge coverages, and to meet certain other financial requirements. At June 30, 2017 , the Company was in compliance with all such requirements, and expects to remain in compliance for the next twelve months.

Availability under both the Amended Credit Agreement and the “shelf-loan” facility is 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. This limitation did not impact the Company’s borrowing availability at June 30, 2017 . The remaining availability under these facilities, not including the potential increase of $125 million under the Amended Credit Agreement, was $297.6 million at

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

June 30, 2017 . The Company believes the availability under the Amended Credit Agreement and “shelf-loan” facility is adequate to finance the Company’s anticipated cash requirements for the next twelve months.

Additional information on the Company’s Amended Credit Agreement and “shelf-loan” facility is included in Note 6 of the Notes to the Condensed Consolidated Financial Statements.

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.lci1.com/investors ) 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 Whistleblower Policy, which includes a toll-free hotline (877-373-9123) to report complaints about the Company’s accounting, internal controls, auditing matters or other concerns. The Whistleblower Policy and procedure for complaints can be found on the Company’s website ( www.lci1.com/investors ).

CONTINGENCIES

Information required by this item is included in Note 7 of the Notes to the Condensed Consolidated Financial Statements and under Item 1 of Part I of this Quarterly Report on Form 10-Q.

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.

NEW ACCOUNTING PRONOUNCEMENTS

Information required by this item is included in Note 11 of the Notes to the Condensed Consolidated Financial Statements.

USE OF ESTIMATES

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain “forward-looking statements” with respect to the Company’s financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive position, growth opportunities, acquisitions, plans and objectives of management, markets for the Company’s Common Stock and other matters. Statements in this Form 10-Q 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, as amended, and Section 27A of the Securities Act of 1933, as amended, and involve a number of risks and uncertainties.

Forward-looking statements, including, without limitation, those relating to the Company’s future business prospects, net sales, expenses and income (loss), cash flow, and financial condition, whenever they occur in this Form 10-Q are necessarily

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

estimates reflecting the best judgment of the Company’s senior management at the time such statements were made. 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-Q, pricing pressures due to domestic and foreign competition, costs and availability of raw materials (particularly steel and aluminum) and other components, seasonality and cyclicality in the industries to which the Company sells its products, availability of credit for financing the retail and wholesale purchase of products for which the Company sells its components, inventory levels of retail dealers and manufacturers, availability of transportation for products for which the Company sells its components, the financial condition of the Company’s customers, the financial condition of retail dealers of products for which the Company sells its components, retention and concentration of significant customers, the costs, pace of and successful integration of acquisitions and other growth initiatives, availability and costs of production facilities and labor, employee benefits, employee retention, realization and impact of expansion plans, efficiency improvements and cost reductions, the disruption of business resulting from natural disasters or other unforeseen events, the successful entry into new markets, the costs of compliance with environmental laws, laws of foreign jurisdictions in which we operate, and increased governmental regulation and oversight, information technology performance and security, the ability to protect intellectual property, warranty and product liability claims or product recalls, interest rates, oil and gasoline prices, the impact of international, national and regional economic conditions and consumer confidence on the retail sale of products for which the Company sells its components, and other risks and uncertainties discussed more fully under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , and in the Company’s subsequent filings with the Securities and Exchange Commission. The Company disclaims any obligation or undertaking to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made, except as required by law.

LCI INDUSTRIES

ITEM 3 – QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

At June 30, 2017 , the Company had $49.9 million of fixed rate debt outstanding. Assuming there is a decrease of 100 basis points in the interest rate for borrowings of a similar nature subsequent to June 30, 2017 , which the Company becomes unable to capitalize on in the short-term as a result of the structure of its fixed rate financing, future cash flows would be approximately $0.5 million lower per annum than if the fixed rate financing could be obtained at current market rates.

The Company is also exposed to changes in the prices of raw materials, specifically steel and aluminum. The Company has, from time to time, entered into derivative instruments for the purpose of managing a portion of the exposures associated with fluctuations in steel and aluminum prices. 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 9 of the Notes to Condensed Consolidated Financial Statements for a more detailed discussion of derivative instruments.

The Company has historically been able to obtain sales price increases to partially offset the majority of raw material cost increases. However, there can be no assurance future cost increases, if any, can be partially or fully passed on to customers, or that the timing of such sales price increases will match raw material cost increases.

Additional information required by this item is included under the caption “Inflation” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Report.

ITEM 4 – CONTROLS AND PROCEDURES


a)	Evaluation of Disclosure 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 (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal 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-Q, the Company performed an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and the Company’s principal 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 principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective.


b)	Changes in Internal Control over Financial Reporting

The Company has selected a new enterprise resource planning (“ERP”) system. Implementation of the new ERP software began in late 2013. To date, 23 locations have been put on this ERP system. The roll-out plan is continually evaluated in the context of priorities for the business and may change as needs of the business dictate. The Company anticipates enhancements to controls due to both the installation of the new ERP system and business process changes resulting therefrom.

There were no changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2017 , which have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

LCI INDUSTRIES

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

In the normal course of business, the Company is subject to proceedings, lawsuits, regulatory agency inquiries 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 Condensed Consolidated Balance Sheets as of June 30, 2017 , would not be material to the Company’s financial position or annual results of operations.

ITEM 1A – RISK FACTORS

There have been no material changes to the matters discussed in Part I, Item 1A – Risk Factors in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on February 28, 2017.

ITEM 6 – EXHIBITS

a) Exhibits as required by item 601 of Regulation S-K:


1)	31.1 Certification of Chief Executive Officer required by Rule 13a-14(a). Exhibit 31.1 is filed herewith.


2)	31.2 Certification of Chief Financial Officer required by Rule 13a-14(a). Exhibit 31.2 is filed herewith.


3)	32.1 Certification of Chief Executive Officer required by Rule 13a-14(b) and Section 1350 Chapter 63 of Title 18 of the United States Code. Exhibit 32.1 is filed herewith.


4)	32.2 Certification of Chief Financial Officer required by Rule 13a-14(b) and Section 1350 Chapter 63 of Title 18 of the United States Code. Exhibit 32.2 is filed herewith.


5)	101 Interactive Data Files.

LCI INDUSTRIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



LCI INDUSTRIES
Registrant


By	/s/ Brian M. Hall
Brian M. Hall
Chief Financial Officer
August 8, 2017

TABLE OF CONTENTS

Part I Financial Information Item 1 Financial Statements Item 2 Management S Discussion and Analysis Of Item 3 Quantitative and Qualitative Item 4 Controls and Procedures Part II Other Information Item 1 Legal Proceedings Item 1A Risk Factors Item 6 Exhibits

LCII 10-Q Quarter ended June 30, 2017