þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Michigan (State or other jurisdiction of
incorporation or organization)
|
38-1465835 (I.R.S. Employer
Identification Number) |
2801 East Beltline NE, Grand Rapids, Michigan (Address of principal executive offices)
|
49525 (Zip Code) |
Class Common stock, no par value
|
Outstanding as of September 24, 2005 18,380,366 |
Page No. | ||||||||
PART I. FINANCIAL INFORMATION. |
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Item 1. Financial Statements. |
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3-4 | ||||||||
5 | ||||||||
6-7 | ||||||||
8-18 | ||||||||
19-33 | ||||||||
34 | ||||||||
35 | ||||||||
Item 1. Legal Proceedings NONE. |
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36 | ||||||||
Item 3. Defaults Upon Senior Securities NONE. |
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Item 4. Submission of Matters to a Vote of Security Holders NONE. |
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37 | ||||||||
36 | ||||||||
Section 302 Certification of Chief Executive Officer | ||||||||
Section 302 Certification of Chief Financial Officer | ||||||||
Section 906 Certification of Chief Executive Officer | ||||||||
Section 906 Certification of Chief Financial Officer |
2
September 24, | December 25, | September 25, | ||||||||||
2005 | 2004 | 2004 | ||||||||||
ASSETS |
||||||||||||
CURRENT ASSETS: |
||||||||||||
Cash and cash equivalents |
$ | 30,767 | $ | 25,274 | $ | 19,285 | ||||||
Accounts receivable, net |
230,762 | 151,811 | 251,045 | |||||||||
Inventories: |
||||||||||||
Raw materials |
121,502 | 116,104 | 107,772 | |||||||||
Finished goods |
105,235 | 96,817 | 98,872 | |||||||||
226,737 | 212,921 | 206,644 | ||||||||||
Other current assets |
13,191 | 16,477 | 10,036 | |||||||||
TOTAL CURRENT ASSETS |
501,457 | 406,483 | 487,010 | |||||||||
OTHER ASSETS |
8,414 | 7,952 | 6,906 | |||||||||
GOODWILL |
129,719 | 123,845 | 123,678 | |||||||||
OTHER INTANGIBLE ASSETS, net |
7,629 | 7,807 | 8,607 | |||||||||
PROPERTY, PLANT AND EQUIPMENT: |
||||||||||||
Property, plant and equipment |
406,595 | 380,632 | 370,491 | |||||||||
Accumulated depreciation and amortization |
(183,488 | ) | (164,359 | ) | (161,251 | ) | ||||||
PROPERTY, PLANT AND EQUIPMENT, NET |
223,107 | 216,273 | 209,240 | |||||||||
TOTAL ASSETS |
$ | 870,326 | $ | 762,360 | $ | 835,441 | ||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||
CURRENT LIABILITIES: |
||||||||||||
Accounts payable |
$ | 131,621 | $ | 87,399 | $ | 118,919 | ||||||
Accrued liabilities: |
||||||||||||
Compensation and benefits |
68,919 | 58,151 | 60,194 | |||||||||
Other |
27,752 | 16,282 | 26,108 | |||||||||
Current portion of long-term debt and capital lease obligations |
22,091 | 22,033 | 527 | |||||||||
TOTAL CURRENT LIABILITIES |
250,383 | 183,865 | 205,748 | |||||||||
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion |
168,602 | 185,109 | 247,978 | |||||||||
DEFERRED INCOME TAXES |
17,691 | 18,476 | 16,226 | |||||||||
MINORITY INTEREST |
7,826 | 8,265 | 8,903 | |||||||||
OTHER LIABILITIES |
9,910 | 9,876 | 9,174 | |||||||||
TOTAL LIABILITIES |
454,412 | 405,591 | 488,029 |
3
September 24, | December 25, | September 25, | ||||||||||
2005 | 2004 | 2004 | ||||||||||
SHAREHOLDERS EQUITY: |
||||||||||||
Preferred stock, no par value; shares authorized 1,000,000; issued
and outstanding, none |
||||||||||||
Common stock, no par value; shares authorized 40,000,000; issued
and outstanding, 18,380,366, 18,002,255 and 17,963,563 |
$ | 18,380 | $ | 18,002 | $ | 17,963 | ||||||
Additional paid-in capital |
96,710 | 89,269 | 88,433 | |||||||||
Deferred stock compensation |
4,133 | 3,423 | 3,299 | |||||||||
Deferred stock compensation in rabbi trust |
(2,087 | ) | (1,331 | ) | (1,329 | ) | ||||||
Retained earnings |
297,707 | 247,427 | 239,672 | |||||||||
Accumulated other comprehensive earnings |
2,414 | 1,525 | 949 | |||||||||
417,257 | 358,315 | 348,987 | ||||||||||
Employee stock notes receivable |
(1,343 | ) | (1,546 | ) | (1,575 | ) | ||||||
TOTAL SHAREHOLDERS EQUITY |
415,914 | 356,769 | 347,412 | |||||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 870,326 | $ | 762,360 | $ | 835,441 | ||||||
4
Three Months Ended | Nine Months Ended | |||||||||||||||
Sept. 24, | Sept. 25, | Sept. 24, | Sept. 25, | |||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
NET SALES |
$ | 721,497 | $ | 709,294 | $ | 2,038,209 | $ | 1,917,527 | ||||||||
COST OF GOODS SOLD |
622,435 | 625,502 | 1,770,676 | 1,684,553 | ||||||||||||
GROSS PROFIT |
99,062 | 83,792 | 267,533 | 232,974 | ||||||||||||
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES |
63,877 | 54,518 | 173,233 | 154,354 | ||||||||||||
EARNINGS FROM OPERATIONS |
35,185 | 29,274 | 94,300 | 78,620 | ||||||||||||
OTHER EXPENSE (INCOME): |
||||||||||||||||
Interest expense |
3,714 | 3,727 | 11,755 | 11,313 | ||||||||||||
Interest income |
(227 | ) | (39 | ) | (646 | ) | (224 | ) | ||||||||
Net gain on sale of real estate and interest in
subsidiary |
(1,240 | ) | (944 | ) | ||||||||||||
3,487 | 3,688 | 9,869 | 10,145 | |||||||||||||
EARNINGS BEFORE INCOME TAXES AND
MINORITY INTEREST |
31,698 | 25,586 | 84,431 | 68,475 | ||||||||||||
INCOME TAXES |
12,009 | 9,261 | 32,005 | 25,550 | ||||||||||||
EARNINGS BEFORE MINORITY INTEREST |
19,689 | 16,325 | 52,426 | 42,925 | ||||||||||||
MINORITY INTEREST |
(518 | ) | (1,699 | ) | (1,236 | ) | (2,976 | ) | ||||||||
NET EARNINGS |
$ | 19,171 | $ | 14,626 | $ | 51,190 | $ | 39,949 | ||||||||
EARNINGS PER SHARE BASIC |
$ | 1.04 | $ | 0.81 | $ | 2.79 | $ | 2.22 | ||||||||
EARNINGS PER SHARE DILUTED |
$ | 1.00 | $ | 0.78 | $ | 2.69 | $ | 2.13 | ||||||||
WEIGHTED AVERAGE SHARES OUTSTANDING |
18,465 | 18,083 | 18,325 | 18,015 | ||||||||||||
WEIGHTED AVERAGE SHARES OUTSTANDING
WITH COMMON STOCK EQUIVALENTS |
19,193 | 18,784 | 19,050 | 18,716 |
5
Nine Months Ended | ||||||||
September 24, | September 25, | |||||||
2005 | 2004 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net earnings |
$ | 51,190 | $ | 39,949 | ||||
Adjustments to reconcile net earnings to net cash from operating activities: |
||||||||
Depreciation |
23,391 | 20,418 | ||||||
Amortization of intangibles |
1,809 | 1,580 | ||||||
Deferred income taxes |
(886 | ) | (90 | ) | ||||
Minority interest |
1,236 | 2,976 | ||||||
Loss on sale of interest in subsidiary |
193 | |||||||
Net gain on sale or impairment of property, plant, and equipment |
(561 | ) | (432 | ) | ||||
Changes in: |
||||||||
Accounts receivable |
(75,061 | ) | (111,925 | ) | ||||
Inventories |
(10,712 | ) | (36,152 | ) | ||||
Accounts payable |
43,103 | 38,890 | ||||||
Accrued liabilities and other |
26,651 | 31,392 | ||||||
NET CASH FROM OPERATING ACTIVITIES |
60,160 | (13,201 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchase of property, plant and equipment |
(31,768 | ) | (25,062 | ) | ||||
Acquisitions, net of cash received |
(13,883 | ) | (10,075 | ) | ||||
Proceeds from sale of interest in subsidiary |
4,679 | |||||||
Proceeds from sale of property, plant and equipment |
2,373 | 3,469 | ||||||
Insurance proceeds |
3,013 | 2,000 | ||||||
Other assets, net |
322 | 1,567 | ||||||
NET CASH FROM INVESTING ACTIVITIES |
(39,943 | ) | (23,422 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Net (repayments) borrowings under revolving credit facilities |
(16,201 | ) | 43,152 | |||||
Repayment of long-term debt |
(1,674 | ) | (6,352 | ) | ||||
Proceeds from issuance of common stock |
4,074 | 2,194 | ||||||
Distributions to minority shareholder |
(749 | ) | (125 | ) | ||||
Investment received from minority shareholder |
500 | |||||||
Dividends paid to shareholders |
(910 | ) | (897 | ) | ||||
Repurchase of common stock |
(129 | ) | ||||||
Other |
236 | 635 | ||||||
NET CASH FROM FINANCING ACTIVITIES |
(14,724 | ) | 38,478 | |||||
NET CHANGE IN CASH AND CASH EQUIVALENTS |
5,493 | 1,855 | ||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |
25,274 | 17,430 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ | 30,767 | $ | 19,285 | ||||
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: |
||||||||
Cash paid during the period for: |
||||||||
Interest |
$ | 9,028 | $ | 8,767 | ||||
Income taxes |
29,761 | 15,469 |
6
Nine Months Ended | ||||||||
September 24, | September 25, | |||||||
2005 | 2004 | |||||||
NON-CASH OPERATING ACTIVITIES: |
||||||||
Accounts receivable exchanged for note receivable |
$ | 765 | ||||||
Deferred purchase price of acquisition exchanged for current payable |
994 | |||||||
NON-CASH INVESTING ACTIVITIES: |
||||||||
Insurance receivable exchanged for property, plant and equipment |
$ | 1,445 | ||||||
Property, plant and equipment exchanged for long-term debt |
$ | 63 | ||||||
NON-CASH FINANCING ACTIVITIES: |
||||||||
Common stock issued to trust under deferred compensation plan |
$ | 761 | $ | 716 | ||||
Common stock issued under stock gift plan |
42 | 46 | ||||||
Common stock issued under directors stock grant plan |
107 | 75 | ||||||
Common stock issued under directors stock retainer plan |
184 | |||||||
Stock exchanged for the exercise of stock options |
1,905 |
7
A. | BASIS OF PRESENTATION | |
The accompanying unaudited, interim, consolidated, condensed financial statements (the Financial Statements) include our accounts and those of our wholly-owned and majority-owned subsidiaries and partnerships, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, the Financial Statements do not include all of the information and footnotes normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States. All significant intercompany transactions and balances have been eliminated. | ||
In our opinion, the Financial Statements contain all material adjustments necessary to present fairly our consolidated financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. These Financial Statements should be read in conjunction with the annual consolidated financial statements, and footnotes thereto, included in our Annual Report to Shareholders on Form 10-K for the fiscal year ended December 25, 2004. | ||
Certain reclassifications have been made to the Financial Statements for 2004 to conform to the classifications used in 2005. | ||
B. | REVENUE RECOGNITION | |
Earnings on construction contracts are reflected in operations either by the percentage-of-completion method or completed contract method depending on the nature of the business at individual operations. Under the percentage-of-completion method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred related to the total estimated costs. Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for the revisions become known. Projected losses on individual contracts are charged to operations in their entirety when such losses become apparent. Under the completed contract method, revenues and related earnings are recorded when the contracted work is complete and losses are charged to operations in their entirety when such losses become apparent. | ||
The following table presents the balances of percentage-of-completion accounts: |
September 24, | September 25, | |||||||
2005 | 2004 | |||||||
Cost and Earnings in Excess of Billings |
$ | 3,950 | $ | 3,920 | ||||
Billings in Excess of Cost and Earnings |
3,592 | 2,614 |
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C. | COMPREHENSIVE INCOME | |
Comprehensive income consists of net income and foreign currency translation adjustments. Comprehensive income was approximately $20.0 million and $15.2 million for the quarters ended September 24, 2005 and September 25, 2004, respectively. During the nine months ended September 24, 2005 and September 25, 2004, comprehensive income was approximately $52.1 million and $39.5 million, respectively. | ||
D. | EARNINGS PER COMMON SHARE | |
A reconciliation of the changes in the numerator and the denominator from the calculation of basic EPS to the calculation of diluted EPS follows (in thousands, except per share data): |
Three Months Ended 09/24/05 | Three Months Ended 09/25/04 | |||||||||||||||||||||||
Per | Per | |||||||||||||||||||||||
Income | Shares | Share | Income | Shares | Share | |||||||||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | |||||||||||||||||||
Net Earnings |
$ | 19,171 | $ | 14,626 | ||||||||||||||||||||
EPS Basic |
||||||||||||||||||||||||
Income available to
common stockholders |
19,171 | 18,465 | $ | 1.04 | 14,626 | 18,083 | $ | 0.81 | ||||||||||||||||
Effect of dilutive securities |
||||||||||||||||||||||||
Options |
728 | 701 | ||||||||||||||||||||||
EPS Diluted |
||||||||||||||||||||||||
Income available to
common stockholders and
assumed options
exercised |
$ | 19,171 | 19,193 | $ | 1.00 | $ | 14,626 | 18,784 | $ | 0.78 | ||||||||||||||
Nine Months Ended 09/24/05 | Nine Months Ended 09/25/04 | |||||||||||||||||||||||
Per | Per | |||||||||||||||||||||||
Income | Shares | Share | Income | Shares | Share | |||||||||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | |||||||||||||||||||
Net Earnings |
$ | 51,190 | $ | 39,949 | ||||||||||||||||||||
EPS Basic |
||||||||||||||||||||||||
Income available to
common stockholders |
51,190 | 18,325 | $ | 2.79 | 39,949 | 18,015 | $ | 2.22 | ||||||||||||||||
Effect of dilutive securities |
||||||||||||||||||||||||
Options |
725 | 701 | ||||||||||||||||||||||
EPS Diluted |
||||||||||||||||||||||||
Income available to |
9
common stockholders and
assumed options
exercised |
$ | 51,190 | 19,050 | $ | 2.69 | $ | 39,949 | 18,716 | $ | 2.13 | ||||||||||||||
No outstanding options were excluded from the computation of diluted EPS for the quarter and nine months ended September 24, 2005. | ||
Options to purchase 15,000 shares of common stock at an exercise price of $36.01 were outstanding at September 25, 2004, but were not included in the computation of diluted EPS for the quarter ended September 25, 2004. The options exercise price was greater than the average market price of the common stock during the period and, therefore, would be antidilutive. | ||
Options to purchase 40,000 shares of common stock at exercise prices ranging from $31.11 to $36.01 were outstanding at September 25, 2004, but were not included in the computation of diluted EPS for the nine months ended September 25, 2004. The options exercise prices were greater than the average market price of the common stock during the periods and, therefore, would be antidilutive. | ||
E. | SALE OF ACCOUNTS RECEIVABLE | |
We have entered into an accounts receivable sale agreement with a bank. Under the terms of the agreement: |
| We sell specific receivables to the bank at an agreed-upon price at terms ranging from one month to one year. | ||
| We service the receivables sold and outstanding on behalf of the bank at a rate of 0.50% per annum. | ||
| We receive an incentive servicing fee, which we account for as a retained interest in the receivables sold. Our retained interest is determined based on the fair market value of anticipated collections in excess of the Agreed Base Value of the receivables sold. Appropriate valuation allowances are recorded against the retained interest. | ||
| The maximum amount of receivables, net of retained interest, which may be sold and outstanding at any point in time under this arrangement is $50 million. |
10
Nine Months Ended | Nine Months Ended | |||||||
September 24, 2005 | September 25, 2004 | |||||||
Accounts receivable sold |
$ | 346,844 | $ | 255,882 | ||||
Retained interest in receivables |
(568 | ) | (2,432 | ) | ||||
Expense from sale |
(1,214 | ) | (490 | ) | ||||
Servicing fee received |
137 | 106 | ||||||
Discounts and sales allowances |
(3,298 | ) | (2,687 | ) | ||||
Net cash received from sale |
$ | 341,901 | $ | 250,379 | ||||
We were recently notified by our bank that they are discontinuing this program for all clients and our program expires on November 14, 2005. | ||
F. | GOODWILL AND OTHER INTANGIBLE ASSETS | |
The following amounts were included in other intangible assets, net: |
September 24, 2005 | September 25, 2004 | |||||||||||||||
Accumulated | Accumulated | |||||||||||||||
Assets | Amortization | Assets | Amortization | |||||||||||||
Non-compete agreements |
$ | 10,512 | ($ | 5,445 | ) | $ | 9,806 | ($ | 3,879 | ) | ||||||
Licensing agreements |
3,684 | (2,021 | ) | 4,235 | (1,555 | ) | ||||||||||
Customer relationships |
1,285 | (386 | ) | |||||||||||||
Backlog |
190 | (190 | ) | |||||||||||||
Total |
$ | 15,671 | ($ | 8,042 | ) | $ | 14,041 | ($ | 5,434 | ) | ||||||
2005 |
$ | 588 | |
2006 |
2,287 | ||
2007 |
1,773 | ||
2008 |
1,323 | ||
2009 |
801 | ||
Thereafter |
857 |
Balance as of December 25, 2004 |
$ | 123,845 | |
Acquisition |
5,604 | ||
Other, net |
270 | ||
11
Balance as of September 24, 2005 |
$ | 129,719 | ||
Balance as of December 27, 2003 |
$ | 125,028 | ||
Acquisition |
4,381 | |||
Final purchase price allocation |
(3,397 | ) | ||
Sale of interest in subsidiary |
(2,169 | ) | ||
Other, net |
(165 | ) | ||
Balance as of September 25, 2004 |
$ | 123,678 | ||
G. | BUSINESS COMBINATIONS | |
On June 27, 2005, one of our subsidiaries, which currently owns a 50% interest in Shawnlee Construction LLC (Shawnlee), acquired an additional 25% interest for approximately $3.4 million, allocating $ 1.2 million to reducing the minority interest liability, $ 0.7 million to non-competes, $0.8 million to customer relationship related intangibles, $0.1 million to backlog, and $0.6 million to goodwill. The purchase price allocation for this acquisition is preliminary and will be revised as final estimates of intangible asset values are made in accordance with SFAS 141, Business Combinations (SFAS 141). In addition, we have agreed to purchase the remaining 25% interest over the next five years. We began consolidating this entity in April 2004, including a respective minority interest, because we exercise control. (See below.) | ||
In addition on June 27, 2005, Shawnlee acquired the assets of Shepardville Construction, Inc. (Shepardville) and AW Construction LLC (AW), which install interior products for commercial and multi-family construction. The purchase price was approximately $2.0 million, allocating $0.9 million to tangible assets and $1.1 million to goodwill. The purchase price allocation for this acquisition is preliminary and will be revised as final estimates of intangible asset values are made in accordance with SFAS 141, Business Combinations (SFAS 141). Shepardville had net sales in fiscal 2004 totaling approximately $4.8 million. AW had net sales in fiscal 2004 totaling approximately $7.9 million. | ||
On June 2, 2005, one of our subsidiaries acquired the assets of Maine Ornamental Woodworkers, Inc. (Maine), which manufactures, imports and distributes decorative caps used on decking and fencing posts, and is based in Winthrop, Maine and Bainbridge Island, Washington. The purchase price was approximately $8.5 million, consisting of $7.5 million paid on the date we closed the transaction and $1.0 million paid in September, 2005, allocating $4.6 million to tangible assets and $3.9 million to goodwill. The purchase price allocation for this acquisition is preliminary and will be revised as final estimates of intangible asset values are made in accordance with SFAS 141, Business Combinations (SFAS 141). Maine had net sales in fiscal 2004 totaling approximately $12.4 million. |
12
On April 2, 2004, one of our subsidiaries acquired a 50% interest in Shawnlee, which provides framing services for multi-family construction, and is located in Plainville, MA. The purchase price was approximately $4.8 million, allocating $1.2 million to tangible assets and purchased intangibles, $1.1 million to a noncompete agreement, $1.3 million to customer relationship related intangibles, $0.2 million to a backlog, and $1.0 million to goodwill. Shawnlee had net sales in fiscal 2003 totaling approximately $20 million. We have consolidated this entity, including a respective minority interest, because we exercise control. | ||
On March 15, 2004, one of our subsidiaries acquired the assets of Slaughter Industries, owned by International Paper Company (Slaughter), a facility which supplies the site-built construction market in Dallas, TX. The purchase price was approximately $3.9 million, which was allocated to the fair value of tangible net assets. Slaughter had net sales in fiscal 2003 totaling approximately $48 million. | ||
On January 30, 2004, one of our subsidiaries acquired the assets of Midwest Building Systems, Inc. (Midwest), a facility which serves the site-built construction market in Indianapolis, IN. The purchase price was approximately $1.5 million, which was allocated to the fair value of tangible net assets. Midwest had net sales in fiscal 2003 totaling approximately $7.0 million. | ||
The business combinations mentioned above were not significant to our operating results individually or in aggregate, and thus pro forma results are not presented. | ||
H. | EMPLOYEE STOCK NOTES RECEIVABLE | |
Employee stock notes receivable represents notes issued to us by certain employees and officers to finance the purchase of our common stock. Directors and executive officers do not, and are not allowed to, participate in this program. | ||
I. | STOCK-BASED COMPENSATION | |
As permitted under SFAS No.123, Accounting for Stock-Based Compensation, (SFAS 123), we continue to apply the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, which recognizes compensation expense under the intrinsic value method. Had compensation cost for the stock options granted and stock purchased under the Employee Stock Purchase Plan in the third quarter and first nine months of 2005 and 2004 been determined under the fair value based method defined in SFAS 123, our net earnings and earnings per share would have been reduced to the following pro forma amounts (in thousands, except per share data): |
Three Months Ended | Nine Months Ended | |||||||||||||||
Sept. 24, | Sept. 25, | Sept. 24, | Sept. 25, | |||||||||||||
2005 | 2004 | 2005 | 2004 |
13
Net Earnings: |
||||||||||||||||
As reported |
$ | 19,171 | $ | 14,626 | $ | 51,190 | $ | 39,949 | ||||||||
Deduct: compensation expense
fair value method |
(141 | ) | (495 | ) | (542 | ) | (1,392 | ) | ||||||||
Pro Forma |
$ | 19,030 | $ | 14,131 | $ | 50,648 | $ | 38,557 | ||||||||
EPS Basic: |
||||||||||||||||
As reported |
$ | 1.04 | $ | 0.81 | $ | 2.79 | $ | 2.22 | ||||||||
Pro forma |
$ | 1.03 | $ | 0.78 | $ | 2.76 | $ | 2.14 | ||||||||
EPS Diluted: |
||||||||||||||||
As reported |
$ | 1.00 | $ | 0.78 | $ | 2.69 | $ | 2.13 | ||||||||
Pro forma |
$ | 0.99 | $ | 0.76 | $ | 2.67 | $ | 2.08 |
J. | COMMITMENTS, CONTINGENCIES, AND GUARANTEES | |
We are self-insured for environmental impairment liability through a wholly owned subsidiary, UFP Insurance Ltd., a licensed captive insurance company. We own and operate a number of facilities throughout the United States that chemically treat lumber products. In connection with the ownership and operation of these and other real properties, and the disposal or treatment of hazardous or toxic substances, we may, under various federal, state, and local environmental laws, ordinances, and regulations, be potentially liable for removal and remediation costs, as well as other potential costs, damages, and expenses. Insurance reserves, calculated with no discount rate, have been established to cover remediation activities at our Union City, GA; Stockertown, PA; Elizabeth City, NC; Auburndale, FL; Schertz, TX; and Janesville, WI wood preservation facilities. In addition, a small reserve was established for our Thornton, CA property to remove asbestos and certain lead containing materials which existed on the property at the time of purchase. | ||
Including amounts from our wholly owned captive insurance company, we have reserved approximately $1.7 million on September 24, 2005 and $1.8 million on September 25, 2004, representing the estimated costs to complete future remediation efforts and has not been reduced by an insurance receivable. | ||
The manufacturers of CCA preservative voluntarily discontinued the registration of CCA for certain residential applications as of December 31, 2003. Our wood preservation facilities have been converted to alternate preservatives, either ACQ or borates. In March 2005, one facility began using CCA to treat certain marine products and panel goods for which ACQ is not a suitable preservative. | ||
In November 2003, the EPA published its report on the risks associated with the use of CCA in childrens playsets. While the study observed that the range of potential exposure to CCA increased by the continuous use of playsets, the EPA concluded that the risks were not |
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18
| Our growth in unit sales to the site-built construction, industrial, and manufactured housing markets. Our unit sales to the do-it-yourself/retail (DIY/retail) market declined due to our sales strategy with our largest customer and efforts to diversify our customer base. | |
| A 31% increase in net earnings for the quarter which surpassed our 2% increase in unit sales. Our enhanced profitability was primarily due to: |
o | Improved profitability on sales of engineered wood components; | ||
o | Walking away from certain business with our largest customer that did not meet our margin requirements; | ||
o | Cost efficiencies we have achieved through our company-wide innovation program; | ||
o | Increased sales of higher margin components used in modular housing; and | ||
o | Improved results from certain under-performing operations. |
| Improved cash flows from operating activities due, in part, to an increase in our sale of receivables program and an improvement in our receivables cycle. | |
| On June 27, 2005, one of our subsidiaries, which currently owns a 50% interest in Shawnlee Construction LLC (Shawnlee), acquired an additional 25% interest for approximately $3.4 million, and we agreed to purchase the remaining 25% interest over the next five years. In addition, Shawnlee acquired the assets of Shepardville Construction, Inc. (Shepardville) and AW Construction LLC (AW), which install interior products for commercial and multi-family construction. The purchase price was approximately $2.0 million. Shepardville had net sales in fiscal 2004 totaling approximately $4.8 million. AW had net sales in fiscal 2004 totaling approximately $7.9 million. | |
| A decrease in our leverage ratio to 31% at the end of September 2005 from 42% last year as a result of strong cash flows and working capital management. |
19
| Hurricanes Katrina and Rita had little impact on our business in the third quarter of 2005. We expect that we will have additional sales opportunities in the future as a result of these events, which are incorporated in our unit sales and net earnings targets discussed below. |
20
21
| Our pricing practices (see Impact of the Lumber Market on Our Operating Results); | |
| Leveraging our size with mill and transportation suppliers to ensure they achieve supply and service requirements; | |
| Increasing our utilization of consigned inventory programs with mills; and | |
| Expanding our supply base of dedicated carriers. |
Random Lengths Composite | ||||||||
Average $/MBF | ||||||||
2005 | 2004 | |||||||
January |
$ | 381 | $ | 341 | ||||
February |
420 | 376 | ||||||
March |
422 | 382 | ||||||
April |
407 | 431 | ||||||
May |
386 | 456 | ||||||
June |
405 | 423 | ||||||
July |
381 | 426 | ||||||
August |
360 | 473 | ||||||
September |
395 | 441 |
22
Random Lengths Composite | ||||||||
Average $/MBF | ||||||||
2005 | 2004 | |||||||
Third quarter average |
$ | 379 | $ | 447 | ||||
Year-to-date average |
$ | 395 | $ | 417 | ||||
Third quarter percentage
decrease from 2004 |
-15.2 | % | ||||||
Year-to-date percentage
decrease from 2004 |
-5.3 | % |
Random Lengths SYP | ||||||||
Average $/MBF | ||||||||
2005 | 2004 | |||||||
January |
$ | 446 | $ | 410 | ||||
February |
489 | 436 | ||||||
March |
501 | 487 | ||||||
April |
511 | 532 | ||||||
May |
500 | 535 | ||||||
June |
538 | 498 | ||||||
July |
536 | 479 | ||||||
August |
503 | 503 | ||||||
September |
501 | 473 | ||||||
Third quarter average |
$ | 513 | $ | 485 | ||||
Year-to-date average |
$ | 503 | $ | 484 | ||||
Third quarter percentage
increase from 2004 |
5.8 | % | ||||||
Year-to-date percentage
increase from 2004 |
3.9 | % |
23
| Products with fixed selling prices. These products include value-added products such as decking and fencing sold to DIY/retail customers, as well as trusses, wall panels and other components sold to the site-built construction market, and most industrial packaging products. Prices for these products are generally fixed at the time of the sales quotation for a specified period of time or are based upon a specific quantity. In order to maintain margins and reduce any exposure to adverse trends in the price of component lumber products, we attempt to lock in costs for these sales commitments with our suppliers. Also, the time period and quantity limitations generally allow us to re-price our products for changes in lumber costs from our suppliers. | |
| Products with selling prices indexed to the reported Lumber Market with a fixed dollar adder to cover conversion costs and profits. These products primarily include treated lumber, remanufactured lumber, and trusses sold to the manufactured housing industry. For these products, we estimate the customers needs and carry anticipated levels of inventory. Because lumber costs are incurred in advance of final sale prices, subsequent increases or decreases in the market price of lumber impact our gross margins. For these products, our margins are exposed to changes in the trend of lumber prices. |
| Products that have significant inventory levels with low turnover rates, whose selling prices are indexed to the Lumber Market. This would include treated lumber, which comprises almost twenty-five percent of our total sales. In other words, the longer the period of time these products remain in inventory, the greater the exposure to changes in the price of lumber. This exposure is less significant with remanufactured lumber, trusses sold to the manufactured housing market, and other similar products, due to the higher rate of inventory turnover. We attempt to mitigate the risk associated with treated lumber through vendor consignment inventory programs. (See Risk Factors Seasonality and weather conditions could adversely affect us.) | |
| Products with fixed selling prices sold under long-term supply arrangements, particularly those involving multi-family construction projects. We attempt to mitigate this risk through our purchasing practices by locking in costs. |
24
Period 1 | Period 2 | |||||||
Lumber cost |
$ | 300 | $ | 400 | ||||
Conversion cost |
50 | 50 | ||||||
= Product cost |
350 | 450 | ||||||
Adder |
50 | 50 | ||||||
= Sell price |
400 | 500 | ||||||
Gross margin |
12.5 | % | 10.0 | % |
Company Name | Acquisition Date | Business Description | ||
Shepardville Construction,
Inc. and AW Construction LLC
|
June 27, 2005 | Install interior products such as base boards, crown moldings, window sills and casing, doors, and cabinets for commercial and multi-family construction projects. Located in Warwick, RI and Wolcott, CT. | ||
Maine Ornamental
Woodworkers, Inc.
|
June 2, 2005 | Provides decorative post caps for fencing and decking applications to two-step distributors and certain big box home improvement retailers. The company has locations in Winthrop and Eliot, ME and Bainbridge Island, WA. | ||
Shawnlee Construction LLC
|
Provides framing services for multi-family construction in the Northeast. |
25
Company Name | Acquisition Date | Business Description | ||
- Purchased a 50% interest
|
April 2, 2004 | Located in Plainville, MA. | ||
- Purchased an additional
25% interest and agreed to
purchase the remaining 25%
interest over 5 years
|
June 27, 2005 | |||
Slaughter Industries
|
March 15, 2004 | Distributes lumber products and manufactures engineered wood components for site-built construction. Located in Dallas, TX. | ||
Midwest Building Systems,
Inc.
|
January 30, 2004 | Manufacturer of engineered wood components for site-built construction. Located in Indianapolis, IN. |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
Sept. 24, | Sept. 25, | Sept. 24, | Sept. 25, | |||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
Net sales |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Cost of goods sold |
86.3 | 88.2 | 86.9 | 87.8 | ||||||||||||
Gross profit |
13.7 | 11.8 | 13.1 | 12.2 | ||||||||||||
Selling, general, and
administrative expenses |
8.8 | 7.7 | 8.5 | 8.1 | ||||||||||||
Earnings from operations |
4.9 | 4.1 | 4.6 | 4.1 | ||||||||||||
Interest, net |
0.5 | 0.5 | 0.6 | 0.6 | ||||||||||||
Net gain on sale of real estate and
interest in subsidiary |
0.0 | (0.0 | ) | (0.1 | ) | (0.1 | ) | |||||||||
0.5 | 0.5 | 0.5 | 0.5 | |||||||||||||
Earnings before income taxes
and minority interest |
4.4 | 3.6 | 4.1 | 3.6 | ||||||||||||
Income taxes |
1.7 | 1.3 | 1.5 | 1.3 | ||||||||||||
26
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
Sept. 24, | Sept. 25, | Sept. 24, | Sept. 25, | |||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
Earnings before minority interest |
2.7 | 2.3 | 2.6 | 2.3 | ||||||||||||
Minority interest |
(0.0 | ) | (0.2 | ) | (0.1 | ) | (0.2 | ) | ||||||||
Net earnings |
2.7 | % | 2.1 | % | 2.5 | % | 2.1 | % | ||||||||
| Diversifying our end market sales mix by increasing sales of specialty wood packaging to industrial users and engineered wood components and framing services to the site-built construction market. Engineered wood components include roof trusses, wall panels, and floor systems. | |
| Increasing sales of value-added products and framing services. Value-added product sales consist of fencing, decking, lattice, and other specialty products sold to the DIY/retail market, specialty wood packaging, engineered wood components, and wood alternative products. Wood alternative products consist primarily of composite wood and plastics. Although we consider the treatment of dimensional lumber with certain chemical preservatives a value-added process, treated lumber is not presently included in the value-added sales totals. | |
| Maximizing unit sales growth while achieving return on investment goals. |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||
Sept. 24, | % | Sept. 25, | Sept. 24, | % | Sept. 25, | |||||||||||||||||||
Market Classification | 2005 | Change | 2004 | 2005 | Change | 2004 | ||||||||||||||||||
DIY/Retail |
$ | 279,639 | (1.0 | ) | $ | 282,445 | $ | 804,670 | (0.7 | ) | $ | 810,119 | ||||||||||||
Site-Built Construction |
204,990 | 4.8 | 195,538 | 543,264 | 13.2 | 479,815 | ||||||||||||||||||
Manufactured Housing |
103,619 | (1.5 | ) | 105,207 | 306,524 | 8.6 | 282,181 | |||||||||||||||||
Industrial |
133,249 | 5.7 | 126,104 | 383,751 | 11.1 | 345,412 | ||||||||||||||||||
Total |
$ | 721,497 | 1.7 | $ | 709,294 | $ | 2,038,209 | 6.3 | $ | 1,917,527 | ||||||||||||||
Note: | In the second quarter of 2005, we reviewed the classification of our customers and made certain reclassifications. Prior year information has been restated to reflect these reclassifications. |
27
28
Three Months Ended | Nine Months Ended | |||||||||||||||
Sept. 24, | Sept. 25, | Sept. 24, | Sept. 25, | |||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
Value-Added |
52.6 | % | 49.9 | % | 51.7 | % | 49.6 | % | ||||||||
Commodity-Based |
47.4 | % | 50.1 | % | 48.3 | % | 50.4 | % |
29
| Improved profitability on sales of engineered wood components; |
| Walking away from certain business with our largest customer that did not meet our margin requirements; |
| Cost efficiencies we have achieved through our company-wide innovation program; |
| Increased sales of higher margin components used in modular housing; and |
| Improved results from certain under-performing operations. |
30
| Anticipated increases in our state and local and foreign income tax rates in 2005; |
| Our decision to repatriate income from one of our Canadian subsidiaries in the second quarter of 2005; |
| Certain new unfavorable permanent tax differences resulting from the Jobs Creation Act; and |
| A decline in income of certain of our non-wholly owned partnerships. |
Sept. 24, | Sept. 25, | |||||||
2005 | 2004 | |||||||
Cash from operating activities |
$ | 60,160 | ($ | 13,201 | ) | |||
Cash from investing activities |
(39,943 | ) | (23,422 | ) | ||||
Cash from financing activities |
(14,724 | ) | 38,478 | |||||
Net change in cash and cash equivalents |
5,493 | 1,855 | ||||||
Cash and cash equivalents, beginning of period |
25,274 | 17,430 | ||||||
31
Sept. 24, | Sept. 25, | |||||||
2005 | 2004 | |||||||
Cash and cash equivalents, end of period |
$ | 30,767 | $ | 19,285 | ||||
| An increase in our sale of receivables program; |
| A faster receivables cycle due to additional resources and efforts we have recently devoted to this area; and |
| A substantial increase in our working capital requirements last year due to a 27% increase in the lumber market from the beginning of the year to September 2004. |
32
| Acquired the assets and assumed certain liabilities of Maine Ornamental in June 2005 for $8.5 million; |
| Sold our plant in Stockton, CA for $2.3 million and completed a new facility in Thornton, CA to which this operation was moved; and |
| Collected the remaining portion of our insurance receivable totaling $3.0 million associated with the fire in 2004 at our Thorndale, ON plant. |
33
34
(a) | Evaluation of Disclosure Controls and Procedures. With the participation of management, our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a 15e and 15d 15e) as of the quarter ended September 24, 2005 (the Evaluation Date), have concluded that, as of such date, our disclosure controls and procedures were effective. |
(b) | Changes in Internal Controls. During the third quarter ended September 24, 2005, there were no changes in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. |
35
(a) | None. | |
(b) | None. | |
(c) | Issuer purchases of equity securities. |
Fiscal Month | (a) | (b) | (c) | (d) | ||||||||||||
June 26, 2005 July 30, 2005(1) |
1,502,760 | |||||||||||||||
July 31, 2005 August 27, 2005 |
1,417 | $ | 50.11 | 1,501,343 | ||||||||||||
August 28, 2005 September 24, 2005 |
1,501,343 |
(a) | Total number of shares purchased. | |
(b) | Average price paid per share. | |
(c) | Total number of shares purchased as part of publicly announced plans or programs. | |
(d) | Maximum number of shares that may yet be purchased under the plans or programs. |
(1) | On October 21, 1998, the Board of Directors approved a share repurchase program (which succeeded a previous program) allowing us to repurchase up to 1.8 million shares of our common stock. On October 18, 2000 and November 14, 2001, the Board of Directors authorized an additional 1 million shares and 2.5 million shares, respectively, to be repurchased under the program. As of September 24, 2005, cumulative total authorized shares available for repurchase is 1.5 million shares. |
36
37
31(a)
|
Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). | |
31(b)
|
Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). | |
32(a)
|
Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). | |
32(b)
|
Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). |
38
UNIVERSAL FOREST PRODUCTS, INC. | ||||
Date: November 1, 2005
|
By: | /s/ William G. Currie | ||
William G. Currie | ||||
Its: | Vice Chairman of the Board and Chief Executive |
|||
Officer | ||||
Date: November 1, 2005
|
By: | /s/ Michael R. Cole | ||
Michael R. Cole | ||||
Its: | Chief Financial Officer |
39
Exhibit No. | Description | |
31(a)
|
Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). | |
31(b)
|
Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). | |
32(a)
|
Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). | |
32(b)
|
Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). |
1. | I have reviewed this report on Form 10-Q of Universal Forest Products, Inc.; | |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially |
affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: November 1, 2005
|
/s/ William G. Currie | |
William G. Currie | ||
Chief Executive Officer |
1. | I have reviewed this report on Form 10-Q of Universal Forest Products, Inc.; | |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially |
affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: November 1, 2005
|
/s/ Michael R. Cole | |
Michael R. Cole | ||
Chief Financial Officer |
UNIVERSAL FOREST PRODUCTS, INC. | ||||
Date: November 1, 2005
|
By: | /s/ William G. Currie | ||
William G. Currie | ||||
Its: | Chief Executive Officer |
UNIVERSAL FOREST PRODUCTS, INC. | ||||
Date: November 1, 2005
|
By: | /s/ Michael R. Cole | ||
Michael R. Cole | ||||
Its: | Chief Financial Officer |