PATK » Topics » General

This excerpt taken from the PATK 8-K filed Nov 20, 2009.
General. The vesting schedule or Period of Restriction for any Award shall be specified in the applicable Award Agreement. The criteria for vesting and for removing restrictions on any Award may include (i) performance of substantial services for the Company or an Affiliate for a specified period; (ii) achievement of one or more Performance Objectives; or (iii) a combination of (i) and (ii), as determined by the Committee.

This excerpt taken from the PATK 8-K filed Nov 12, 2009.
General

In the fourth quarter of 2008, the Company made the decision to divest certain non-core operations, which included American Hardwoods and the aluminum extrusion operation. These operations were classified as held for sale and prior period results were reclassified to discontinued operations to conform to this presentation. The following discussions of third quarter and nine months operating results compared to the prior year are based on continuing operations.

In addition, as the Company incurred a net loss in both the third quarter and nine months ended September 27, 2009, a valuation allowance has been placed on the deferred tax assets which offset the tax benefit of the net loss for the current periods and therefore no tax benefit was recognized.

 


This excerpt taken from the PATK 8-K filed Aug 12, 2009.
General

In the fourth quarter of 2008, the Company made the decision to divest certain non-core operations, which included American Hardwoods and the aluminum extrusion operation. These operations were classified as held for sale and prior period results were reclassified to discontinued operations to conform to this presentation. The following discussions of second quarter and six months operating results compared to the prior year are based on continuing operations.

 


In addition, as the Company incurred a net loss in both the second quarter and six months ended June 28, 2009, the valuation allowance offset the benefits of the net loss for the current periods and therefore no tax benefit was recognized. As a result, the effective tax rate on both continuing and discontinued operations was 0% for both second quarter and six months 2009, compared to 37% for both second quarter and six months 2008.

These excerpts taken from the PATK 10-Q filed May 13, 2009.

General

The following consolidated and business segment discussions of operating results pertain to continuing operations.

General

We classify our businesses into three reportable business segments based on the Company’s method of internal reporting, which segregates its business by product category and production/distribution process. The Company regularly evaluates the performance of each segment and allocates resources to them based on a variety of indicators including sales, cost of goods sold, and operating income.

The Company’s reportable business segments based on continuing operations are as follows:

 

Primary Manufactured Products utilizes various materials, including gypsum, particleboard, plywood, and fiberboard, which are bonded by adhesives or a heating process to a number of products, including vinyl, paper, foil, and high pressure laminate. These products are utilized to produce furniture, shelving, wall, counter, and cabinet products with a wide variety of finishes and textures.

 

Distribution distributes drywall and ceiling panels, drywall finishing products, hardboard and various sidings, roofing products, various flooring products, passage doors, insulation, and other products. Previously, this segment included our American Hardwoods operation that was sold in January 2009 and was reclassified to discontinued operations for all periods presented.

 

Other Component Manufactured Products includes an adhesive division (closed in first quarter 2008), a cabinet door division, and a vinyl printing division.

 

Results relating to the planned divestiture of the aluminum extrusion operation, which comprised the entire Engineered Solutions segment, have been reclassified to discontinued operations for all periods presented.

 

This excerpt taken from the PATK 8-K filed May 12, 2009.

General

Certain noteworthy items impacted gross profit and pretax operating loss in the first quarter of 2009 and 2008. As previously announced, in the fourth quarter of 2008, the Company made the decision to divest certain non-core operations, which included American Hardwoods and the aluminum extrusion operation. These operations were classified as held for sale and prior period results were reclassified to discontinued operations to conform to this presentation. The following discussion of first quarter operating results compared to the prior year is based on continuing operations.

These excerpts taken from the PATK 10-K filed Apr 15, 2009.
General

The following consolidated and business segment discussions of operating results pertain to continuing operations. The results of operations related to the acquisition of Adorn (acquired on May 18, 2007) are included since its acquisition date.

General



The following consolidated and business segment discussions of operating results pertain to continuing operations. The results of operations related to the acquisition of Adorn (acquired on May 18, 2007) are included since its acquisition date.



This excerpt taken from the PATK 8-K filed Jan 21, 2009.
GENERAL. The Corporation shall, to the fullest extent to which it is empowered to do so by the Indiana Business Corporation Law, or any other applicable laws, as from time to time in effect, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or who, while serving as such director, officer, employee or agent of the corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee it plan or other enterprise, whether for profit it or not, against judgments, settlements, penalties and tines (including excise taxes assessed with respect to employee benefit plans) and reasonable expenses (including counsel fees) incurred by him in accordance with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed, in the case of conduct in his official capacity, was in the best interests of the Corporation, and in all other cases, was not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, he either had reasonable cause to believe his conduct was lawful or no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contender. or its equivalent, shall not, of itself, create a presumption that the person did not meet the prescribed standard of conduct.

Section 2.          

This excerpt taken from the PATK 10-Q filed Nov 17, 2008.

General

We classify our businesses into four reportable business segments based on the Company’s method of internal reporting, which segregates its business by product category and production/distribution process. The Company regularly evaluates the performance of each segment and allocates resources to them based on a variety of indicators including revenues, costs of goods sold, and operating income.

The Company’s reportable business segments are as follows:

 

 

Primary Manufactured Products

 

Distribution

 

Other Component Manufactured Products

Engineered Solutions

 

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This excerpt taken from the PATK 8-K filed Jun 27, 2008.
GENERAL. The Corporation shall, to the fullest extent to which it is empowered to do so by the Indiana Business Corporation Law, or any other applicable laws, as from time to time in effect, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or who, while serving as such director, officer, employee or agent of the corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee it plan or other enterprise, whether for profit it or not, against judgments, settlements, penalties and tines (including excise taxes assessed with respect to employee benefit plans) and reasonable expenses (including counsel fees) incurred by him in accordance with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed, in the case of conduct in his official capacity, was in the best interests of the Corporation, and in all other cases, was not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, he either had reasonable cause to believe his conduct was lawful or no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contender. or its equivalent, shall not, of itself, create a presumption that the person did not meet the prescribed standard of conduct.

Section 2.             

This excerpt taken from the PATK 8-K filed May 24, 2007.
GENERAL. The Corporation shall, to the fullest extent to which it is empowered to do so by the Indiana Business Corporation Law, or any other applicable laws, as from time to time in effect, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or who, while serving as such director, officer, employee or agent of the corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee it plan or other enterprise, whether for profit it or not, against judgments, settlements, penalties and tines (including excise taxes assessed with respect to employee benefit plans) and reasonable expenses (including counsel fees) incurred by him in accordance with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed, in the case of conduct in his official capacity, was in the best interests of the Corporation, and in all other cases, was not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, he either had reasonable cause to believe his conduct was lawful or no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contender. or its equivalent, shall not, of itself, create a presumption that the person did not meet the prescribed standard of conduct.

 

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Section 2.         

This excerpt taken from the PATK DEF 14A filed Apr 9, 2007.

General:

 

The Board believes that fundamental corporate governance is important to ensure that the Company is managed for the long-term benefit of the shareholders. The Board annually reviews its corporate governance practices and policies as set forth in its Corporate Governance Guidelines, Code of Ethics, and various Committee Charters, all of which were updated in accordance with the listing standards of the NASDAQ national market and the new rules of the SEC.

 

Election of Directors and Length of Board Term:

 

Directors are elected for three-year staggered terms at the annual meeting of shareholders. The Bylaws require that the Company must have no less than nine directors and directors may be appointed by the Board during interim periods to fill vacancies or add seats.

 

Board Committees:

 

The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each Committee has a committee chairman and a written charter.

 

Shareholder Communications:

 

Shareholders may send communications to members of the Board of Directors by either sending a communication to the Board of Directors and/or a particular member care of Andy L. Nemeth, Patrick Industries, Inc., P.O. Box 638, Elkhart, Indiana 46515-0638. Communications intended for independent directors should be directed to the chair of the Corporate Governance and Nominations Committee.

 

Code of Ethics:

 

 

The Company has a code of ethics that applies to all of its employees, officers, and directors.

 

Access to Corporate Governance Documents:

 

The Company’s Code of Ethics, Audit Committee Charter, Compensation Committee Charter, and Corporate Governance and Nominations Committee Charter are all available on our website at www.patrickind.com, or by writing to:

 

Patrick Industries, Inc.

 

Attn: Andy L. Nemeth

 

Secretary

 

P.O. Box 638

 

Elkhart, Indiana 46515-0638

 

 

This excerpt taken from the PATK DEF 14A filed Apr 7, 2006.

General:

The Board believes that good corporate governance is important to ensure that the Company is managed for the long-term benefit of the shareholders. The Board annually reviews its corporate governance practices and policies as set forth in its Corporate Governance Guidelines, Code of Ethics, and various Committee Charters, all of which were updated in accordance with the listing standards of the NASDAQ national market and the new rules of the SEC.

 

The Company’s Code of Ethics, Audit Committee Charter, Compensation Committee Charter, and Corporate Governance and Nominations Committee Charter are all available on our Website at www.patrickind.com, or by writing to:

 

Patrick Industries, Inc.

 

 

Attn: Andy L. Nemeth

 

 

Secretary

 

 

P.O. Box 638

 

 

Elkhart, IN 46515-0638

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