-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C6bGgalm64NWjFZ7Z9ZPjgjQBqYx4+Mpcfc9Q88A6o0m4rSFFPXjnQV/4y+g7JTh mXZPgxuz7I0VtJblkzsXrA== 0000950124-04-000288.txt : 20040203 0000950124-04-000288.hdr.sgml : 20040203 20040203103210 ACCESSION NUMBER: 0000950124-04-000288 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040203 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL FOREST PRODUCTS INC CENTRAL INDEX KEY: 0000912767 STANDARD INDUSTRIAL CLASSIFICATION: SAWMILLS, PLANNING MILLS, GENERAL [2421] IRS NUMBER: 381465835 STATE OF INCORPORATION: MI FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22684 FILM NUMBER: 04561259 BUSINESS ADDRESS: STREET 1: 2801 EAST BELTLINE NE CITY: GRAND RAPIDS STATE: MI ZIP: 49525 BUSINESS PHONE: 6163646161 MAIL ADDRESS: STREET 1: 2801 EAST BELTLINE NE CITY: GRAND RAPIDS STATE: MI ZIP: 49505 8-K 1 k82576e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: February 3, 2004 UNIVERSAL FOREST PRODUCTS, INC. (Exact name of registrant as specified in its charter) MICHIGAN 0-22684 38-1465835 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2801 EAST BELTLINE, NE GRAND RAPIDS, MICHIGAN 49525 (Address of principal executive offices) (Zip Code) (616) 364-6161 (Registrant's telephone number, including area code) NONE (Former name or former address, if changed since last report) Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits (c) Exhibits 99(a) Press Release dated February 2, 2004. Item 12. Results of Operations and Financial Condition On February 2, 2004, the Registrant issued a press release announcing its financial results for the year-end December 27, 2003. A copy of the Registrant's press release is attached as Exhibit 99(a) to this Current Report. 2 SIGNATURE 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. UNIVERSAL FOREST PRODUCTS, INC. (Registrant) Dated: February 3, 2004 By: /s/ Michael R. Cole ------------------------------------------- Michael R. Cole, Chief Financial Officer and Treasurer 3 EXHIBIT INDEX Exhibit Number Document - -------------- -------- 99(a) Press Release dated February 2, 2004. 4 EX-99.(A) 3 k82576exv99wxay.txt PRESS RELEASE DATED FEBRUARY 2, 2004 EXHIBIT 99(a) NEWS RELEASE AT THE COMPANY FLEISHMAN HILLARD Lynn Afendoulis Tom Smith Director of Public Affairs Vice President 616/364-6161 212/453-2240 FOR IMMEDIATE RELEASE MONDAY, FEBRUARY 2, 2004 UNIVERSAL FOREST PRODUCTS EXCEEDS TARGETS FOR 2003 Sales up 16% for the year and 34% for the 4th quarter Diluted EPS increased 11% for the year and 36% for the 4th quarter GRAND RAPIDS MI., February 2, 2004 -- Universal Forest Products, Inc. (Nasdaq: UFPI) today announced results for the fourth quarter and year ended December 27, 2003 that exceeded its internal targets for sales and earnings growth. For the year, diluted earnings per share totaled $2.18, up 10.7% over reported results for 2002. Diluted earnings per share for the fourth quarter totaled $0.34, a 36.0% increase over reported results for the fourth quarter of 2002. Net sales for the year were $1.90 billion compared to 2002 net sales of $1.64 billion, a 15.8% increase. Net sales for the fourth quarter were $454.5 million, an increase of 33.5% over net sales of $340.3 million in the fourth quarter of 2002. Changes in lumber prices had little impact on the Company's sales growth for the year but were responsible for almost half of its sales growth for the fourth quarter of 2003. "Our sales and earnings growth reflect the successful efforts of a focused management team, a hard-working and well-trained workforce, and best practices that we've implemented in operations throughout the organization," said William G. Currie, Universal's chief executive officer and vice chairman. "We're pleased with our performance in 2003 and look forward to 2004 with optimism." Currie added: "2003 was the first year of our new five-year growth strategy, Building it Forward, and we delivered on our key performance targets. Many of those targets were difficult -- especially given the depressed (but improving) manufactured housing industry, tough weather in the first quarter, and an economy that remained uncertain for much of the year. But, once again, the people of Universal delivered." Performance was strong across all markets as Universal posted the following year-over-year sales increases: - D-I-Y retail increased 18.5% over 2002 and was up 34.0% for the fourth quarter 2003; - Site-built construction was up 22.4% for the year and increased 36.0% for the quarter; MORE... UNIVERSAL FOREST PRODUCTS, INC. PAGE 2 - In spite of a 23% and a 19% decline in manufactured housing industry production for the year and fourth quarter, respectively, Universal posted a slight decrease of 2.7% in annual sales and a 20.2% increase in sales for the quarter; and - Industrial/other increased 20.4% for the year and 43.5% for the fourth quarter. OUTLOOK The Company anticipates continued growth in its business in 2004. Key assumptions with respect to the Company's 2004 outlook include: - Stable commodity lumber prices and interest rates; - A D-I-Y/retail market that shows moderate growth; - A site-built construction market that will continue to benefit from low interest rates; and - A manufactured housing market that will continue its slow recovery. "We're experiencing powerful market-share growth in each of our business segments and we've made moves that will enhance our business with our largest customers while enabling us to expand our customer base," Currie added. With these factors in mind, the Company is targeting both sales and diluted earnings per share growth of 10% to 14% for 2004. These targets factor in a number of new operations, a plant closing and a divestiture that will take place in the first quarter of 2004. During the quarter, the Company plans to be operating five new facilities, one each in Berlin, NJ; Dallas, TX; Indianapolis, IN; Houston, TX and Tecate, Mexico. In addition, the Company has closed its Modesto, CA plant and will sell its 60% ownership in Nascor, a Calgary, Alberta-based manufacturer of engineered building products and licensor of I-joist manufacturing technology, for $6 million (Canadian). "Five years ago, when we acquired an interest in Nascor, part of our strategy was to manufacture I-joists in order to supply a full-line of value-added components to builders," Currie explained. "Since then, the I-joist has become a commodity, so we shifted our strategy. While we'll continue to manufacture our I-joists in our Burlington, NC plant to serve our customers who prefer them, we've chosen to concentrate our marketing and manufacturing expertise on our Open Joist 2000 product, which offers Universal great competitive advantages. This transaction allows us to put our resources to better use." The Company expects to record an after-tax accounting loss from the sale of its Nascor shares ranging from $400,000 to $600,000 in the first quarter of 2004. Nascor had annual sales in 2003 totaling $37 million (Canadian). Universal Forest Products will conduct a conference call to discuss information included in this news release and related matters at 11:00 a.m. EST on Tuesday, February 3, 2004. The conference call will be hosted by William G. Currie and will be available for analysts and institutional investors domestically at (888) 243-0818 or internationally at (703) 925-2402. Use conference call ID #374478. The conference call will be available simultaneously, and in its entirety, to all interested investors and news media through a web cast at www.ufpi.com, click on Investor Relations. Universal Forest Products markets, manufactures and engineers wood and wood-alternative products for D-I-Y retail home centers, structural lumber products for the manufactured housing industry, engineered wood components for the site-built construction market and specialty wood packaging for various industries. Among the Company's newest and fastest-growing ventures are framing and installation services for the site-built and retail markets. In conjunction with its customers, Universal uses its MORE... UNIVERSAL FOREST PRODUCTS, INC. PAGE 3 engineering and manufacturing expertise, coupled with highly skilled employees, to design and construct buildings and decks. For information about Universal Forest Products on the Internet, please visit the Company's web site at www.ufpi.com , or call 888-Buy-UFPI. Included in this report are certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on the beliefs of the Company's management as well as on assumptions made by and information currently available to the Company at the time such statements were made. Actual results could differ materially from those included in such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty. Among the factors that could cause actual results to differ materially are the following: Adverse lumber market trends, competitive activity, negative economic trends, government regulations, and weather. These risk factors and additional information are included in the Company's reports on Form 10K and 10Q on file with the Securities and Exchange Commission. HIGHLIGHTS TO FOLLOW UNIVERSAL FOREST PRODUCTS, INC. PAGE 4 CONSOLIDATED STATEMENTS OF EARNINGS FOR THE TWELVE MONTHS ENDED DECEMBER 2003/2002
UNAUDITED QUARTER PERIOD YEAR TO DATE ------------------------------------------ ----------------------------------------------- (IN THOUSANDS, EXCEPT PER SHARE DATA) 2003 2002 2003 2002 ------------------------------------------ ----------------------------------------------- NET SALES $ 454,470 100% $340,340 100% $1,898,830 100% $ 1,639,899 100% COST OF GOODS SOLD 399,593 87.93 291,495 85.65 1,640,844 86.41 1,409,489 85.95 --------- -------- ---------- ----------- GROSS PROFIT 54,877 12.07 48,845 14.35 257,986 13.59 230,410 14.05 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 42,661 9.39 38,008 11.17 177,970 9.37 158,299 9.65 --------- -------- ---------- ----------- EARNINGS FROM OPERATIONS 12,216 2.69 10,837 3.18 80,016 4.21 72,111 4.40 INTEREST EXPENSE 3,172 0.70 2,878 0.85 14,443 0.76 11,375 0.69 INTEREST REVENUE (86) -0.02 (101) -0.03 (219) -0.01 (297) -0.02 GAIN ON SALE OF ASSETS -- 0.00 -- 0.00 -- 0.00 (1,082) -0.07 --------- -------- ---------- ----------- 3,086 0.68 2,777 0.82 14,224 0.75 9,996 0.61 --------- -------- ---------- ----------- EARNINGS BEFORE INCOME TAXES AND MINORITY INTEREST 9,130 2.01 8,060 2.37 65,792 3.46 62,115 3.79 INCOME TAXES 3,361 0.74 2,932 0.86 24,325 1.28 22,983 1.40 --------- -------- ---------- ----------- EARNINGS BEFORE MINORITY INTEREST 5,769 1.27 5,128 1.51 41,467 2.18 39,132 2.39 MINORITY INTEREST 483 0.11 (571) -0.17 (1,348) -0.07 (2,495) -0.15 --------- -------- ---------- ----------- NET EARNINGS $ 6,252 1.38 $ 4,557 1.34 $ 40,119 2.11 $ 36,637 2.23 ========= ======== ========== =========== EARNINGS PER SHARE - BASIC $ 0.35 $ 0.26 $ 2.26 $ 2.04 EARNINGS PER SHARE - DILUTED $ 0.34 $ 0.25 $ 2.18 $ 1.97 WEIGHTED AVERAGE SHARES OUTSTANDING 17,808 17,749 17,761 17,922 WEIGHTED AVERAGE SHARES OUTSTANDING WITH COMMON STOCK EQUIVALENTS 18,647 18,318 18,379 18,619 SUPPLEMENTAL SALES DATA QUARTER PERIOD YEAR TO DATE ------------------------------------------ --------------------------------------------- Market Classification 2003 % 2002 % 2003 % 2002 % - --------------------- ---- -- ---- -- ---- -- ---- -- DO-IT-YOURSELF/RETAIL $ 178,369 40% $133,125 39% $ 900,188 47% $ 759,439 46% SITE-BUILT CONSTRUCTION 110,433 24% 81,202 24% 400,055 21% 326,962 20% MANUFACTURED HOUSING 78,203 17% 65,066 19% 285,040 15% 293,070 18% INDUSTRIAL AND OTHER 87,465 19% 60,947 18% 313,547 17% 260,428 16% --------- --- -------- --- ---------- --- ----------- --- TOTAL $ 454,470 100% $340,340 100% $1,898,830 100% $ 1,639,899 100%
UNIVERSAL FOREST PRODUCTS, INC. PAGE 5 CONSOLIDATED BALANCE SHEETS DECEMBER 2003/2002
(In thousands) LIABILITIES AND ASSETS 2003 2002 SHAREHOLDERS' EQUITY 2003 2002 - ------ ---- ---- -------------------- ---- ---- CURRENT ASSETS CURRENT LIABILITIES Cash and cash equivalents $ 17,430 $ 17,534 Notes payable $ 1,746 $ 1,758 Restricted cash equivalents 1,383 Accounts payable and Accounts receivable 137,660 105,217 accrued liabilities 133,721 104,668 Inventories 169,561 166,006 Current portion of long-term Other current assets 7,662 8,037 debt and capital leases 6,411 6,495 -------- -------- ------- ------- TOTAL CURRENT ASSETS 332,313 298,177 TOTAL CURRENT LIABILITIES 141,878 112,921 OTHER ASSETS 6,421 6,738 LONG-TERM DEBT AND CAPITAL INTANGIBLE ASSETS 131,819 130,815 LEASES, LESS CURRENT PORTION 205,049 235,319 OTHER LIABILITIES 33,081 26,200 PROPERTY, PLANT AND EQUIPMENT, NET 214,204 203,144 SHAREHOLDERS' EQUITY 304,749 264,434 -------- -------- ------- ------- TOTAL LIABILITIES AND TOTAL ASSETS $ 684,757 $ 638,874 SHAREHOLDERS' EQUITY $ 684,757 $ 638,874 ========= ========= ========= =========
UNIVERSAL FOREST PRODUCTS, INC. PAGE 6 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE TWELVE MONTHS ENDED DECEMBER 2003/2002
(IN THOUSANDS) 2003 2002 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 40,119 $ 36,637 Adjustments to reconcile net earnings to net cash from operating activities: Depreciation 25,638 23,474 Amortization of intangibles 1,980 1,165 Deferred income taxes 1,746 3,102 Loss on sale or impairment of property, plant and equipment 1,050 702 Changes in: Accounts receivable (41,233) (16,489) Accounts receivable under sale and servicing agreement 9,159 -- Inventories (3,555) (40,780) Accounts payable 23,476 9,638 Accrued liabilities and other 10,097 3,260 -------- -------- NET CASH FROM OPERATING ACTIVITIES 68,477 20,709 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant, and equipment (40,578) (31,351) Purchases of licensing agreements (150) (2,000) Acquisitions, net of cash received (787) (17,540) Proceeds from sale of property, plant and equipment 6,221 2,862 Other 2,285 (743) -------- -------- NET CASH FROM INVESTING ACTIVITIES (33,009) (48,772) CASH FLOWS FROM FINANCING ACTIVITIES: Net (repayments) borrowings under revolving credit facilities and notes payable (27,070) 14,286 Proceeds from issuance of long-term debt -- 58,700 Repayment of long-term debt (6,140) (8,482) Proceeds from issuance of common stock 2,189 843 Distributions to minority shareholder (833) (1,345) Dividends paid to shareholders (1,689) (1,605) Repurchase of common stock (2,029) (39,687) -------- -------- NET CASH FROM FINANCING ACTIVITIES (35,572) 22,710 -------- -------- NET CHANGE IN CASH AND CASH EQUIVALENTS (104) (5,353) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 17,534 22,887 -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 17,430 $ 17,534 ======== ========
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