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: July 15, 2003 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 July 14, 2003. Item 9. Regulation FD Disclosure On July 14, 2003, the Registrant issued a press release announcing its financial results for the second quarter ended June 28, 2003. A copy of the Registrant's press release is attached as Exhibit 99(a) to this Current Report. Information for Item 12 is being provided under Item 9 of this Form 8-K. 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: July 15, 2003 By: /s/ Michael R. Cole ------------------------------------------ Michael R. Cole, Chief Financial Officer and Treasurer 3
EXHIBIT INDEX Exhibit Number Document - -------------- -------- 99(a) Press Release dated July 14, 2003. 4
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, JULY 14, 2003 UNIVERSAL FOREST PRODUCTS, INC. SUPPORTS CONFIDENCE WITH RECORD RESULTS IN SECOND QUARTER NET SALES RISE 9.4% TO $552.5 MILLION; DILUTED EARNINGS PER SHARE JUMP 14.6% TO $0.94 GRAND RAPIDS, MI., July 14, 2003 - Universal Forest Products (Nasdaq: UFPI) today announced record net sales and record earnings per share for the second quarter of 2003. Net sales totaled $552.5 million for the second quarter of 2003, a 9.4% increase over net sales of $504.9 million reported for the same period last year. Net sales for the first six months of 2003 were $908.1 million, a 7.3% increase over sales of $846.6 million for the same period of 2002. Diluted earnings per share for the quarter were $0.94, a 14.6% increase over diluted earnings per share of $0.82 for the same period last year. Diluted earnings per share for the year-to-date were $1.19, a 4.4% increase over 2002 year-to-date diluted earnings per share of $1.14. "In March, we expressed optimism for the quarters ahead and we delivered," said CEO William G. Currie. "We demonstrated the strength of our strategies and systems and the power of having the best, most innovative employees in the workplace. They are the reason for our success." Inclement weather continued to be a factor in the site-built and DIY industries with portions of the Southeast posting their wettest springs ever and record rainfall elsewhere in the Northeast. However, that was partially mitigated by the positive effects low interest rates have had on the construction and home improvement markets. "Our performance largely is a result of our focus on new five-year goals that call for us to substantially grow our sales and profitability," Currie said. "We pride ourselves on doing what we say we're going to do and hitting our goals. And our people are just getting started on this aggressive new initiative." MORE...
UNIVERSAL FOREST PRODUCTS, INC. PAGE 2 By market, Universal posted second quarter sales of: - $302.6 million D-I-Y/retail, up 14.3% over the same quarter last year; - $101.4 million in site-built construction, an increase of 14.7% over last year; - $78.2 million in industrial/other, up 10.4% over last year; and - $70.2 million in manufactured housing, a 13.4% decrease over last year (despite a decrease in industry production of approximately 27%). OUTLOOK While the company beat its expectations for the second quarter of 2003 and remains optimistic about the rest of the year, it is adjusting the top end of its targets from 12% to 10% for both annual sales growth and diluted earnings per share to reflect the effects of weather on the first quarter. The company now estimates it will achieve annual sales growth of 7% to 10% and diluted earnings per share growth of 7% to 10% for 2003. Universal Forest Products will conduct a conference call to discuss information included in this news release and related matters at 11:00 a.m. EDT on Tuesday, July 15, 2003. The conference call will be hosted by William G. Currie and will be available for analysts and institutional investors domestically at (800) 960-1012 or internationally at (952) 556-2834. Use conference call ID #186603. 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. 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
UNIVERSAL FOREST PRODUCTS, INC. PAGE 3 CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 2003/2002 QUARTER PERIOD YEAR TO DATE -------------------------------------------- --------------------------------------------- (IN THOUSANDS, EXCEPT PER SHARE DATA) 2003 2002 2003 2002 --------------------- --------------------- --------------------- ---------------------- NET SALES $ 552,463 100% $ 504,944 100% $ 908,082 100% $ 846,600 100% COST OF GOODS SOLD 473,721 85.75 436,321 86.41 777,536 85.62 726,700 85.84 -------------- ------------- ------------- ------------- GROSS PROFIT 78,742 14.25 68,623 13.59 130,546 14.38 119,900 14.16 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 46,697 8.45 41,345 8.19 86,885 9.57 79,143 9.35 -------------- ------------- ------------- ------------- EARNINGS FROM OPERATIONS 32,045 5.80 27,278 5.40 43,661 4.81 40,757 4.81 INTEREST EXPENSE 3,958 0.72 3,047 0.60 7,745 0.85 5,955 0.70 INTEREST REVENUE (84) -0.02 (52) -0.01 (131) -0.01 (165) -0.02 GAIN ON SALE OF ASSETS - 0.00 (1,082) -0.21 - 0.00 (1,082) -0.13 -------------- ------------- ------------- ------------- 3,874 0.70 1,913 0.38 7,614 0.84 4,708 0.56 -------------- ------------- ------------- ------------- EARNINGS BEFORE INCOME TAXES AND MINORITY INTEREST 28,171 5.10 25,365 5.02 36,047 3.97 36,049 4.26 INCOME TAXES 10,458 1.89 9,400 1.86 13,249 1.46 13,373 1.58 -------------- ------------- ------------- ------------- EARNINGS BEFORE MINORITY INTEREST 17,713 3.21 15,965 3.16 22,798 2.51 22,676 2.68 MINORITY INTEREST (551) -0.10 (611) -0.12 (1,136) -0.13 (1,240) -0.15 -------------- ------------- ------------- ------------- NET EARNINGS $ 17,162 3.11 $15,354 3.04 $ 21,662 2.39 $ 21,436 2.53 ============== ============= ============= ============= EARNINGS PER SHARE - BASIC $ 0.97 $ 0.86 $ 1.22 $ 1.19 EARNINGS PER SHARE - DILUTED $ 0.94 $ 0.82 $ 1.19 $ 1.14 WEIGHTED AVERAGE SHARES OUTSTANDING 17,741 17,884 17,735 18,047 WEIGHTED AVERAGE SHARES OUTSTANDING WITH COMMON STOCK EQUIVALENTS 18,193 18,705 18,222 18,865 SUPPLEMENTAL SALES DATA QUARTER PERIOD YEAR TO DATE ------------------------------------------ --------------------------------------------- MARKET CLASSIFICATION 2003 % 2002 % 2003 % 2002 % - --------------------- ----- - ----- - ----- - ----- - DO-IT-YOURSELF/RETAIL $ 302,613 55% $264,656 52% $ 459,646 50% $ 411,420 48% SITE-BUILT CONSTRUCTION 101,433 18% 88,398 18% 178,137 20% 156,987 19% MANUFACTURED HOUSING 70,208 13% 81,040 16% 127,569 14% 148,401 18% INDUSTRIAL AND OTHER 78,209 14% 70,850 14% 142,730 16% 129,792 15% ----------- ------ ----------- ------- ----------- ------- ------------- ------- TOTAL $ 552,463 100% $504,944 100% $ 908,082 100% $ 846,600 100%
UNIVERSAL FOREST PRODUCTS, INC. PAGE 4 CONSOLIDATED BALANCE SHEETS (UNAUDITED) JUNE 2003/2002 (IN THOUSANDS) LIABILITIES AND ASSETS 2003 2002 SHAREHOLDERS' EQUITY 2003 2002 - ----------------------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS CURRENT LIABILITIES Cash and cash equivalents $ 16,139 $ 18,020 Notes payable $ 1,679 $ 2,001 Accounts receivable 200,033 178,017 Accounts payable and Inventories 166,742 137,999 accrued liabilities 157,801 140,699 Other current assets 4,944 3,425 Current portion of long-term debt and capital leases 6,271 19,025 ----------- -------------- TOTAL CURRENT ASSETS 387,858 337,461 ----------- ------------- TOTAL CURRENT LIABILITIES 165,751 161,725 OTHER ASSETS 6,401 6,334 INTANGIBLE ASSETS 131,858 125,583 LONG-TERM DEBT AND CAPITAL LEASES, LESS CURRENT PORTION 255,975 219,675 PROPERTY, PLANT OTHER LIABILITIES 29,819 23,679 AND EQUIPMENT, NET 211,277 188,677 ----------- -------------- SHAREHOLDERS' EQUITY 285,849 252,976 ----------- ------------- TOTAL LIABILITIES AND TOTAL ASSETS $ 737,394 658,055 SHAREHOLDERS' EQUITY $ 737,394 $ 658,055 =========== ============== =========== =============
UNIVERSAL FOREST PRODUCTS, INC. PAGE 5 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 2003/2002 (IN THOUSANDS) 2003 2002 - ----------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 21,662 $ 21,436 Adjustments to reconcile net earnings to net cash from operating activities: Depreciation 12,202 11,322 Amortization of intangibles 1,033 587 Deferred income taxes (1,438) (251) Loss on sale or impairment of property, plant and equipment 640 (949) Changes in: Accounts receivable (94,237) (89,290) Inventories (736) (15,194) Accounts payable 52,039 43,027 Accrued liabilities and other 11,755 9,598 -------- -------- NET CASH FROM OPERATING ACTIVITIES 2,920 (19,714) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant, and equipment (20,689) (13,481) Purchases of licensing agreements (150) (2,000) Acquisitions, net of cash received (187) (359) Proceeds from sale of property, plant and equipment 1,147 2,545 Other 1,961 1,094 -------- -------- NET CASH FROM INVESTING ACTIVITIES (17,918) (12,201) CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under revolving credit facilities and notes payable 26,437 71,827 Repayment of long-term debt (6,167) (7,557) Proceeds from issuance of common stock 873 716 Distributions to minority shareholder (633) (585) Dividends paid to shareholders (798) (806) Repurchase of common stock (2,029) (36,547) -------- -------- NET CASH FROM FINANCING ACTIVITIES 17,683 27,048 -------- -------- NET CHANGE IN CASH AND CASH EQUIVALENTS 2,685 (4,867) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 13,454 22,887 -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 16,139 $ 18,020 ======== ========