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: January 28, 2002
Universal Forest Products, Inc.
(Exact name of registrant as specified in its charter)
Michigan 00-22684 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)
Item 5 OTHER EVENTS
On January 28, 2002, Universal Forest Products, Inc., issued the press release
attached as Exhibit 99.1 to this Form 8-K.
Item 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
(c) Exhibits
99.1 Press Release dated January 28, 2002.
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: January 28, 2002
By /s/ Michael R. Cole
----------------------------------------
Michael R. Cole, Chief Financial Officer
and Treasurer
EXHIBIT INDEX
Exhibit Number Document
99.1 Press Release dated January 28, 2002.
news release
--------AT THE COMPANY--------- ---------Fleishman Hillard---------
Michael R. Cole Jim Ankner
Chief Financial Officer Vice President
616/364-6161 212/453-2198
FOR IMMEDIATE RELEASE
MONDAY, JANUARY 28, 2002
Universal Forest Products, Inc. Posts Record 2001 Results
Reports 25% Increase in Fourth Quarter Earnings
Grand Rapids, MI, January 28, 2002 - Universal Forest Products, Inc. (Nasdaq:
UFPI) today announced record fourth quarter net earnings of $4.1 million or
$0.20 per share (diluted), a 25% increase over net earnings of $3.3 million or
$0.16 per share (diluted) reported for the fourth quarter of 2000. Net sales for
the quarter were $326.4 million, an increase of 16.4% over net sales of $280.4
million reported for the same quarter last year.
For the year ended December 29, 2001, net earnings were $33.1 million or $1.63
per share (diluted) compared to $30.4 million or $1.49 per share (diluted) a
year ago. Net sales for the year were $1.53 billion, a 10.3% increase over net
sales of $1.39 billion in 2000.
"We are pleased to have achieved such strong results in a year when the economy
and many of our markets presented so many challenges," said William G. Currie,
UFPI's chief executive officer. "Our diversity, commitment to serving our
customers, and sound acquisitions have allowed us to continue to grow despite
price deflation in the wood fiber market, a soft manufactured housing market,
and a depressed economy. Our performance this year is a tribute to the
incredible employees of Universal, who remain focused on our goals and who
exhibit a strong work ethic and sense of perseverance."
Currie added that favorable weather conditions in the fourth quarter helped
drive strong sales to the Do-It-Yourself ("D-I-Y") market in many areas of the
United States.
By market, Universal posted annual sales of:
|X| $738.9 million in retail D-I-Y, up 11.9% from 2000;
|X| $308.7 million in site-built construction, an increase of 26.6% over 2000;
MORE...
|X| $280.5 million in manufactured housing, down only 3.8% from 2000, despite a
decrease in industry production of almost 25%; and
|X| $201.9 million in industrial/agricultural,up 5.5% over 2000.
OUTLOOK
In January 2002, Universal completed the previously announced redemption of
shares from its chairman of the board, Peter F. Secchia. Universal purchased two
million shares from Chairman Secchia at a price of $18.00 per share. This
transaction gave the Company the opportunity to acquire shares at an attractive
purchase price and was consistent with the objectives of its previously
announced share repurchase program.
The stock buy back is expected to redirect financial resources from
acquisitions, which have been a key component to the Company's growth strategy,
for most of 2002. Other key assumptions with respect to the Company's 2002
outlook include:
|X| A commodity lumber market that remains stabilized;
|X| A manufactured housing market that has already reached its low point for
shipments and will experience a slight recovery; |X| A D-I-Y market that
shows slow to moderate growth; and
|X| A site-built housing market that will be soft for at least the first six
months of the year.
With the factors expressed above in mind, the Company has targeted the following
for 2002:
|X| An increase in sales of 6% to 10%;
|X| An increase in EPS of 18% to 22%, which includes the effect of changes in
accounting for goodwill, other intangible assets and related amortization.
UNIVERSAL HONORED BY FORBES
In early January, Universal was named to Forbes magazine's Platinum 400, an
annual ranking of the 400 best-performing U.S. companies with more than $1
billion in annual revenue. "We are honored to be chosen by Forbes magazine as
one of the top companies in 2001, which is a reflection of the talents of our
management team," said Peter F. Secchia, UFPI's chairman of the board.
MORE...
Universal Forest Products will conduct a conference call to discuss information
in this news release and related matters at 11:00 a.m. EDT on Tuesday, January
29, 2002. The conference call will be hosted by William G. Currie and Michael R.
Cole and will be available for analysts and institutional investors domestically
at (800) 482-2239 or internationally at (303) 267-1002. Use conference call I.D.
#1439502. The conference call will be available simultaneously, and in its
entirety, to all interested investors and news media through a webcast at
www.ufpi.com. Click on "investor relations" then "live webcast."
Universal Forest Products markets, manufactures, and engineers 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. For information
about Universal Forest Products on the Internet, please contact 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.
FINANCIAL HIGHLIGHTS TO FOLLOW
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE TWELVE MONTHS ENDED
DECEMBER 2001/2000
Quarter Period Year to Date
(In thousands, except per share data) 2001 2000 2001 2000
NET SALES $326,356 100% $280,393 100% $1,530,031 100% $1,387,073 100%
COST OF GOODS SOLD 280,575 85.97 240,016 85.60 1,318,552 86.18 1,200,060 86.52
-------- -------- ---------- ----------
GROSS PROFIT 45,781 14.03 40,377 14.40 211,479 13.82 187,013 13.48
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 37,055 11.35 33,143 11.82 145,722 9.52 124,391 8.97
-------- -------- ---------- ----------
EARNINGS FROM OPERATIONS 8,726 2.67 7,234 2.59 65,757 4.30 62,622 4.51
INTEREST EXPENSE 2,357 0.72 2,381 0.85 12,043 0.79 12,804 0.92
INTEREST REVENUE (118) -0.04 (176)-0.06 (586) -0.04 (557)-0.04
-------- -------- ---------- ----------
2,239 0.69 2,205 0.78 11,457 0.74 12,247 0.88
-------- -------- ---------- ----------
EARNINGS BEFORE INCOME TAXES,
MINORITY INTEREST AND EQUITY
IN EARNINGS (LOSS) OF INVESTEE 6,487 1.98 5,029 1.80 54,300 3.56 50,375 3.62
INCOME TAXES 2,058 0.63 1,525 0.54 19,612 1.28 19,218 1.39
-------- -------- ---------- ----------
EARNINGS BEFORE MINORITY
INTEREST AND EQUITY IN
EARNINGS OF INVESTEE 4,429 1.35 3,504 1.26 34,688 2.28 31,157 2.24
MINORITY INTEREST (313) -0.10 (276)-0.10 (1,792) -0.12 (750)-0.05
EQUITY IN EARNINGS
OF INVESTEE 3 0.01 64 0.02 246 0.01 31 0.00
-------- -------- ---------- ----------
NET EARNINGS $4,119 1.26 $3,292 1.17 $33,142 2.17 $30,438 2.19
======== ======== ========== ==========
EARNINGS PER SHARE - BASIC $0.21 $0.17 $1.68 $1.52
EARNINGS PER SHARE - DILUTED $0.20 $0.16 $1.63 $1.49
WEIGHTED AVERAGE SHARES
OUTSTANDING 19,788 19,942 19,774 20,086
WEIGHTED AVERAGE SHARES
OUTSTANDING WITH COMMON
STOCK EQUIVALENTS 20,428 20,400 20,377 20,477
SUPPLEMENTAL SALES DATA
Quarter Period Year to Date
Market Classification 2001 % 2000 % 2001 % 2000 %
--------------------- ---- - ---- - ---- - ---- -
Do-It-Yourself $ 136,415 42% $114,266 41% $ 738,906 48% $ 660,248 48%
Site-Built Construction 74,091 23% 65,457 23% 308,730 20% 243,864 18%
Manufactured Housing 70,074 21% 57,222 20% 280,461 19% 291,551 21%
Industrial and Other 45,776 14% 43,448 16% 201,934 13% 191,410 13%
----------- ----------------------- ------------ ------------------------
Total $ 326,356 100% $280,393 100% $1,530,031 100% $1,387,073 100%
CONSOLIDATED BALANCE SHEETS
DECEMBER 2001/2000
(In thousands)
------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND
ASSETS 2001 2000 SHAREHOLDERS' EQUITY 2001 2000
------------------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS CURRENT LIABILITIES
Cash and cash equivalents $ 22,887 $ 2,392 Notes payable $ 1,402 $ 1,270
Restricted cash equivalents - 1,364 Accounts payable and
Accounts receivable 86,256 64,386 accrued liabilities 89,078 69,985
Inventories 120,769 123,191 Current portion of long-term
Other current assets 5,054 9,026 debt and capital leases 20,415 8,783
---------------------- --------------------
TOTAL CURRENT ASSETS 234,966 200,359 TOTAL CURRENT LIABILITIES 110,895 80,038
OTHER ASSETS 11,585 11,392 LONG-TERM DEBT AND CAPITAL
GOODWILL AND NON-COMPETE 122,996 105,579 LEASES, less current portion 154,370 150,807
OTHER LIABILITIES 19,082 18,706
PROPERTY, PLANT
AND EQUIPMENT, NET 181,662 167,990 TEMPORARY SHAREHOLDERS'
---------------------- EQUITY 36,000 -
SHAREHOLDERS' EQUITY 230,862 235,769
--------------------
TOTAL LIABILITIES AND
TOTAL ASSETS $ 551,209 $ 485,320 SHAREHOLDERS' EQUITY $ 551,209 $ 485,320
======================= ======================
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED
DECEMBER 2001/2000
------------------------------------------------------------------------------------------------------------------------------------
(In thousands) 2001 2000
------------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $33,142 $30,438
Adjustments to reconcile net earnings to net cash
from operating activities:
Depreciation 20,101 17,659
Amortization of non-compete agreements and goodwill 4,375 3,803
Loss on sale or impairment of property, plant and equipment 1,445 422
Changes in:
Accounts receivable (9,163) 14,134
Inventories 7,461 13,001
Accounts payable 9,891 (12,099)
Accrued liabilities and other 10,804 (353)
------- -------
NET CASH FROM OPERATING ACTIVITIES 78,056 67,005
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment (22,748) (29,436)
Acquisitions, net of cash received (49,534) (32,557)
Proceeds from sale of property, plant and equipment 2,497 1,040
Other 1,291 (1,738)
------- -------
NET CASH FROM INVESTING ACTIVITIES (68,494) (62,691)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit facilities and notes payable 23,129 4,090
Proceeds from issuance of long-term debt 2,500 7,045
Repayment of long-term debt (10,696) (7,888)
Proceeds from issuance of common stock 870 480
Distributions to minority shareholder (1,650) -
Dividends paid to shareholders (1,683) (1,605)
Repurchase of common stock (1,537) (8,150)
------- -------
NET CASH FROM FINANCING ACTIVITIES 10,933 (6,028)
------- -------
NET CHANGE IN CASH AND CASH EQUIVALENTS 20,495 (1,714)
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR 2,392 4,106
------- -------
CASH AND CASH EQUIVALENTS, END OF YEAR $22,887 $2,392
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