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: October 14, 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 October 13, 2003. Item 12. Results of Operations and Financial Condition On October 13, 2003, the Registrant issued a press release announcing its financial results for the third quarter ended September 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: October 14, 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 October 13, 2003. 4
EXHIBIT 99(a) NEWS RELEASE - ---------------AT THE COMPANY--------------- Lynn Afendoulis Director, Public Affairs 616/364-6161 FOR IMMEDIATE RELEASE MONDAY, OCTOBER 13, 2003 UNIVERSAL FOREST PRODUCTS ANNOUNCES RECORD THIRD QUARTER 2003 RESULTS - - Third quarter sales rose 18.4 percent; EPS increased 13.8 percent to $0.66 per diluted share - - Company increases annual sales target and reaffirms year-end EPS target GRAND RAPIDS, Mich., October 13, 2003 -- Citing the strengths of the markets it serves, Universal Forest Products, Inc. (Nasdaq: UFPI) today announced record results for the third quarter and the first nine months of the year. The company also reaffirmed its EPS target and increased its sales target for the year. Net sales for the quarter were $536.3 million, an increase of 18.4% over net sales of $453.0 million in the third quarter of 2002. Net sales for the first nine months of 2003 were $1.44 billion, an 11.1% increase over net sales of $1.30 billion for the same period of 2002. Diluted earnings per share for the quarter totaled $0.66; representing a 13.8% increase over reported results for the third quarter of 2002. Year-to-date diluted earnings per share were $1.85, an 8.2% increase over reported results for the same period of 2002. "It was a strong quarter with solid performance from our whole team," said Universal CEO and Vice Chairman William G. Currie. "We are growing our share in all of our four markets, strengthening our balance sheet, meeting customer expectations, and adding shareholder value." Following are Universal's third-quarter 2003 sales by market: - - $262.0 million in D-I-Y/retail, up 21.9% from the same period last year; - - $111.5 million in site-built construction, an increase of 25.7% over last year; - - $79.3 million in manufactured housing, a 0.4% decrease compared to last year -- despite a 21% drop in industry shipments for the quarter; and - - $83.4 million in industrial/other, a 19.7% increase over the same period last year. The company reaffirmed its diluted earnings per share growth target of 7% to 10% for the year. However, due primarily to upward momentum in the lumber market in the third quarter, the company increased its target for annual sales growth to 10% to 12% (up from the previous target of 7% to 10%). Universal Forest Products will conduct a conference call to discuss information included in this news release and additional matters at 11:00 a.m. EDT on Tuesday, October 14, 2002. The conference call will be hosted by William G. Currie and will be available for analysts and institutional investors domestically at (877) 679-9049 internationally at (952) 556-2803. Use conference call ID #286962. 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
UNIVERSAL FOREST PRODUCTS, INC. PAGE 2 services for the site-built and retail sectors. In conjunction with its customers, Universal uses its 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 3 CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 2003/2002 QUARTER PERIOD YEAR TO DATE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS, EXCEPT PER SHARE DATA) 2003 2002 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------ NET SALES $536,278 100% $452,959 100% $1,444,360 100% $1,299,559 100% COST OF GOODS SOLD 463,715 86.47 391,294 86.39 1,241,251 85.94 1,117,994 86.03 -------- -------- ---------- ---------- GROSS PROFIT 72,563 13.53 61,665 13.61 203,109 14.06 181,565 13.97 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 48,424 9.03 41,148 9.08 135,309 9.37 120,291 9.26 EARNINGS FROM OPERATIONS 24,139 4.50 20,517 4.53 67,800 4.69 61,274 4.71 INTEREST EXPENSE 3,526 0.66 2,542 0.56 11,271 0.78 8,497 0.65 INTEREST REVENUE (2) 0.00 (31) -0.01 (133) -0.01 (196) -0.02 GAIN ON SALE OF ASSETS - 0.00 - 0.00 - 0.00 (1,082) -0.08 -------- -------- ---------- ---------- 3,524 0.66 2,511 0.55 11,138 0.77 7,219 0.56 -------- -------- ---------- ---------- EARNINGS BEFORE INCOME TAXES AND MINORITY INTEREST 20,615 3.84 18,006 3.98 56,662 3.92 54,055 4.16 INCOME TAXES 7,715 1.44 6,678 1.47 20,964 1.45 20,051 1.54 -------- -------- ---------- ---------- EARNINGS BEFORE MINORITY INTEREST 12,900 2.41 11,328 2.50 35,698 2.47 34,004 2.62 MINORITY INTEREST (695) -0.13 (684) -0.15 (1,831) -0.13 (1,924) -0.15 -------- -------- ---------- ---------- NET EARNINGS $ 12,205 2.28 $ 10,644 2.35 $ 33,867 2.34 $ 32,080 2.47 ======== ======== ========== ========== EARNINGS PER SHARE - BASIC $ 0.69 $ 0.60 $ 1.91 $ 1.78 EARNINGS PER SHARE - DILUTED $ 0.66 $ 0.58 $ 1.85 $ 1.71 WEIGHTED AVERAGE SHARES OUTSTANDING 17,765 17,845 17,745 17,980 WEIGHTED AVERAGE SHARES OUTSTANDING WITH COMMON STOCK EQUIVALENTS 18,425 18,427 18,290 18,719 SUPPLEMENTAL SALES DATA QUARTER PERIOD YEAR TO DATE ---------------------------------------- ------------------------------------------- MARKET CLASSIFICATION 2003 % 2002 % 2003 % 2002 % - --------------------- ----- - ----- - ----- - ---- - DO-IT-YOURSELF/RETAIL $ 262,025 48% $214,975 47% $ 721,659 50% $ 626,394 48% SITE-BUILT CONSTRUCTION 111,541 21% 88,731 20% 289,686 20% 245,717 19% MANUFACTURED HOUSING 79,306 15% 79,588 18% 206,880 14% 227,990 18% INDUSTRIAL AND OTHER 83,406 16% 69,665 15% 226,135 16% 199,458 15% --------- --- -------- --- ----------- --- ---------- --- TOTAL $ 536,278 100% $452,959 100% $ 1,444,360 100% $1,299,559 100%
UNIVERSAL FOREST PRODUCTS, INC. PAGE 4 CONSOLIDATED BALANCE SHEETS (UNAUDITED) SEPTEMBER 2003/2002 - ------------------------------------------------------------------------------------------------------------------------- LIABILITIES AND ASSETS 2003 2002 SHAREHOLDERS' EQUITY 2003 2002 - ------------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS CURRENT LIABILITIES Cash and cash equivalents $ 10,747 $ 12,800 Notes payable $ 645 $ 1,494 Accounts receivable 157,768 149,962 Accounts payable and Inventories 160,955 128,841 accrued liabilities 154,140 126,902 Other current assets 5,847 3,279 Current portion of long-term debt and capital leases 6,263 18,645 -------- ------- TOTAL CURRENT ASSETS 335,317 294,882 -------- -------- TOTAL CURRENT LIABILITIES 161,048 147,041 OTHER ASSETS 5,679 6,311 INTANGIBLE ASSETS 131,545 125,097 LONG-TERM DEBT AND CAPITAL LEASES, LESS CURRENT PORTION 195,833 185,091 PROPERTY, PLANT OTHER LIABILITIES 31,123 24,092 AND EQUIPMENT, NET 214,337 191,349 -------- ------- SHAREHOLDERS' EQUITY 298,874 261,415 -------- -------- TOTAL LIABILITIES AND TOTAL ASSETS $686,878 617,639 SHAREHOLDERS' EQUITY $686,878 $617,639 ======== ======= ======== ========
UNIVERSAL FOREST PRODUCTS, INC. PAGE 5 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 2003/2002 - ----------------------------------------------------------------------------------------------------------- (IN THOUSANDS) 2003 2002 - ----------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 33,867 $ 32,080 Adjustments to reconcile net earnings to net cash from operating activities: Depreciation 18,702 17,235 Amortization of intangibles 1,519 851 Deferred income taxes (1,301) (246) (Gain) Loss on sale or impairment of property, plant and equipment 918 (152) Changes in: Accounts receivable (78,688) (61,235) Inventories 5,051 (6,020) Accounts payable 37,717 28,076 Accrued liabilities and other 24,463 11,353 -------- -------- NET CASH FROM OPERATING ACTIVITIES 42,248 21,942 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant, and equipment (33,349) (21,136) Purchases of licensing agreements (150) (2,000) Acquisitions, net of cash received (787) (2,519) Proceeds from sale of property, plant and equipment 6,104 3,310 Other 3,059 430 -------- -------- NET CASH FROM INVESTING ACTIVITIES (25,123) (21,915) CASH FLOWS FROM FINANCING ACTIVITIES: Net (repayments) borrowings under revolving credit facilities and notes payable (36,884) 37,004 Repayment of long-term debt (6,150) (8,205) Proceeds from issuance of common stock 1,719 769 Proceeds from sale and servicing of accounts receivable 25,143 - Distributions to minority shareholder (833) (660) Dividends paid to shareholders (798) (806) Repurchase of common stock (2,029) (38,216) -------- -------- NET CASH FROM FINANCING ACTIVITIES (19,832) (10,114) -------- -------- NET CHANGE IN CASH AND CASH EQUIVALENTS (2,707) (10,087) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 13,454 22,887 -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 10,747 $ 12,800 ======== ========