UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2015
Universal Forest Products, Inc.
(Exact name of registrant as specified in its charter)
|
Michigan
|
0-22684
|
38-1465835
|
| (State or other Jurisdiction of Incorporation) |
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
2801 East Beltline, NE
Grand Rapids, Michigan
(Address of Principal Executive Offices)
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49525
(Zip Code)
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Registrant's telephone number, including area code: (616) 364-6161
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)).
|
|
☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)).
|
| Item 2.02 | Results of Operations and Financial Condition |
On February 18, 2015, the Registrant issued a press release announcing its financial results for the quarter ended and year ended December 27, 2014. A copy of the Registrant’s press release is attached as Exhibit 99(a) to this Current Report.
| Item 9.01 | Financial Statements, Pro Forma Financial Information, and Exhibits |
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(c)
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Exhibits
|
|
99(a)
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Press Release dated February 18, 2015.
|
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.
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UNIVERSAL FOREST PRODUCTS INC.
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|||
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(Registrant)
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|||
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Dated: February 18, 2015
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By:
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/s/ Michael R. Cole
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|
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Michael R. Cole, Chief Financial Officer and Treasurer
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|||
3
EXHIBIT INDEX
| Exhibit Number | Document |
| 99(a) | Press Release dated February 18, 2015. |
4
Exhibit 99(a)
News release
---------------AT THE COMPANY---------------
Lynn Afendoulis
Director, Corporate Communications
(616) 365-1502
FOR IMMEDIATE RELEASE
Wednesday, February 18, 2015
Universal Forest Products, Inc. (UFPI) Reports 4th Quarter 2014 Results
Q4 Earnings up 16.5%; Net Sales up nearly 18% over 2013
2014 Annual Earnings up 33.6%, Net Sales up 7.7% over 2013
GRAND RAPIDS, Mich., Wed., Feb. 18, 2015 – Universal Forest Products, Inc. (Nasdaq: UFPI) today announced 2014 results, including fourth-quarter net sales of $620.1 million, up 17.9 percent over results for the fourth quarter of 2013. Net earnings attributable to controlling interests in the fourth quarter of 2014 were $9.3 million, or $0.46 per diluted share, up 16.5 percent over the same period of 2013. The Company reported 2014 annual net sales of nearly $2.7 billion, a 7.7 percent increase over the previous year, and 2014 annual net earnings attributable to controlling interests of $57.6 million or $2.86 per diluted share, up 33.6 percent over 2013.
For the fourth quarter of 2014, the Company saw double-digit sales increases in each of its markets. The results reflect an increase in overall unit sales of 14 percent and an increase in commodity prices that impacted selling prices by four percent. Acquisitions made during the quarter contributed to sales growth, particularly to the industrial market.
“Our people continue to impress with their results. Although 2014 started slow, we were able to finish strong with double-digit growth in both sales and profits,” said CEO Matthew J. Missad. “We are seeing growth both with existing customers and with new customers as we continue to build our new product pipeline. We were able to achieve our 2014 goals, and look to hitting even loftier goals in 2015.
—more—
Universal Forest Products, Inc.
Page 2
“I’m pleased that our focus on bringing new products to market resulted in approximately $150 million in new product sales in 2014. In addition, we closed on five acquisitions in 2014, including two in the industrial market in the fourth quarter, which contributed positively to our results. We are committed to executing our growth strategies to drive more value for our shareholders,”
Missad added.Missad said the Company continues to work on improving profits, noting that it was able to post strong results in Q4 in spite of the unusually early and harsh winter weather, which hampered productivity.
By market, the Company posted the following 2014 gross sales results:
Retail
| · | Fourth quarter: $204.9 million, up 22 percent over the fourth quarter of 2013 |
| · | Year: $1.0 billion, up 10 percent over 2013 |
The Company saw healthy sales growth to big box and independent retailers, reflecting improved consumer spending, healthy comparable store sales increases for the big box customers in recent quarters, and share and sales gains with big box and independent retailers alike. The Company continues to focus on diversifying its product offering, creating new products and improving upon existing products, as well as enhancing service to customers to grow business in this market.
Construction
| · | Fourth quarter: $224.4 million, up 10 percent over the fourth quarter of 2013 |
| · | Year: $885.3 million, up 2 percent over 2013 |
This market includes residential and manufactured housing, commercial construction and concrete forming. Manufactured housing and site built construction (including multifamily and single-family) each saw modest gains in their most recently reported results. The Company’s concrete forming sales continue to be strong and provide a promising opportunity for growth and profitability for the foreseeable future. Through focused sales, innovation and diversification efforts and by growing business selectively, the Company expects to continue on a long-term path of growth and ever-improving profitability in this market.
Industrial
| · | Fourth quarter: $198.6 million, up 24.0 percent over the fourth quarter of 2013 |
| · | Year: $783.8 million, up 12.0 percent over 2013 |
This market includes packaging, material handling and related products and applications for industrial customers. Industrial production in the United States was up 4.9 percent in December 2014 over a year earlier. Manufacturing output rose 0.3 percent in December of 2014, its fourth consecutive monthly gain. The Company continues its successful focus on adding customers and products, expanding its offering of products and services, and adding capacity. The Company also continues to expand its reach into non-wood packaging materials and seeks to offer complete packaging solutions to industrial customers.
—more—
Universal Forest Products, Inc.
Page 3
CONFERENCE CALL
Universal Forest Products will conduct a conference call to discuss information included in this news release and related matters at 8:30 a.m. ET on Thursday, February 19, 2015. The call will be hosted by CEO Matthew J. Missad and CFO Michael Cole, and will be available for analysts and institutional investors domestically at (800) 706-7745 and internationally at (617) 614-3472. Use conference pass code 89137708. The conference call will be available simultaneously and in its entirety to all interested investors and news media through a webcast at http://www.ufpi.com. A replay of the call will be available through March 15, 2015, domestically at (888) 286-8010 and internationally at (617) 801-6888. Use replay pass code 43745004.
UNIVERSAL FOREST PRODUCTS, INC.
Universal Forest Products, Inc. is a holding company with subsidiaries throughout North America and in Australia that supply wood, wood composite and other products to three robust markets: retail, construction and industrial. The Company is headquartered in Grand Rapids, Mich., and is celebrating its 60th year. For more information about Universal Forest Products, Inc., or its affiliated operations, go to www.ufpi.com.
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act, as amended, that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the markets we serve, the economy and the Company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” “likely,” “plans,” “projects,” “should,” variations of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. The Company does not undertake to update forward-looking statements to reflect facts, circumstances, events, or assumptions that occur after the date the forward-looking statements are 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 from forward-looking statements are the following: fluctuations in the price of lumber; adverse or unusual weather conditions; adverse economic conditions in the markets we serve; government regulations, particularly involving environmental and safety regulations; and our ability to make successful business acquisitions. Certain of these risk factors as well as other risk factors and additional information are included in the Company's reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission.
# # #
Universal Forest Products, Inc.
Page 4
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (UNAUDITED)
FOR THE TWELVE MONTHS ENDED
DECEMBER 2014/2013
|
Quarter Period
|
Year to Date
|
|||||||||||||||||||||||||||||||
|
(In thousands, except per share data)
|
2014
|
2013
|
2014
|
2013
|
||||||||||||||||||||||||||||
|
NET SALES
|
$
|
620,090
|
100
|
%
|
$
|
525,738
|
100
|
%
|
$
|
2,660,329
|
100
|
%
|
$
|
2,470,448
|
100.0
|
%
|
||||||||||||||||
|
COST OF GOODS SOLD
|
547,335
|
88.3
|
461,509
|
87.8
|
2,334,987
|
87.8
|
2,189,896
|
88.6
|
||||||||||||||||||||||||
|
GROSS PROFIT
|
72,755
|
11.7
|
64,229
|
12.2
|
325,342
|
12.2
|
280,552
|
11.4
|
||||||||||||||||||||||||
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
56,940
|
9.2
|
50,042
|
9.5
|
229,775
|
8.6
|
204,390
|
8.3
|
||||||||||||||||||||||||
|
ANTI-DUMPING DUTY ASSESSMENTS
|
-
|
-
|
-
|
-
|
1,600
|
0.1
|
1,526
|
0.1
|
||||||||||||||||||||||||
|
NET (GAIN) LOSS ON DISPOSITION AND
|
||||||||||||||||||||||||||||||||
|
IMPAIRMENT OF ASSETS 1
|
18
|
-
|
621
|
0.1
|
(3,400
|
)
|
(0.1
|
)
|
368
|
-
|
||||||||||||||||||||||
|
EARNINGS FROM OPERATIONS
|
15,797
|
2.5
|
13,566
|
2.6
|
97,367
|
3.7
|
74,268
|
3.0
|
||||||||||||||||||||||||
|
OTHER EXPENSE, NET
|
(309
|
)
|
-
|
1,041
|
0.2
|
1,654
|
0.1
|
4,010
|
0.2
|
|||||||||||||||||||||||
|
EARNINGS BEFORE INCOME TAXES
|
16,106
|
2.6
|
12,525
|
2.4
|
95,713
|
3.6
|
70,258
|
2.8
|
||||||||||||||||||||||||
|
INCOME TAXES 1
|
5,149
|
0.8
|
3,865
|
0.7
|
34,149
|
1.3
|
24,454
|
1.0
|
||||||||||||||||||||||||
|
NET EARNINGS
|
10,957
|
1.8
|
8,660
|
1.6
|
61,564
|
2.3
|
45,804
|
1.9
|
||||||||||||||||||||||||
|
LESS NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST 1
|
(1,644
|
)
|
(0.3
|
)
|
(665
|
)
|
(0.1
|
)
|
(4,013
|
)
|
(0.2
|
)
|
(2,722
|
)
|
(0.1
|
)
|
||||||||||||||||
|
NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST
|
$
|
9,313
|
1.5
|
$
|
7,995
|
1.5
|
$
|
57,551
|
2.2
|
$
|
43,082
|
1.7
|
||||||||||||||||||||
|
EARNINGS PER SHARE - BASIC
|
$
|
0.46
|
$
|
0.40
|
$
|
2.87
|
$
|
2.16
|
||||||||||||||||||||||||
|
EARNINGS PER SHARE - DILUTED
|
$
|
0.46
|
$
|
0.40
|
$
|
2.86
|
$
|
2.15
|
||||||||||||||||||||||||
|
COMPREHENSIVE INCOME
|
9,685
|
8,191
|
59,407
|
45,020
|
||||||||||||||||||||||||||||
|
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
|
(1,791
|
)
|
(631
|
)
|
(3,974
|
)
|
(2,730
|
)
|
||||||||||||||||||||||||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST
|
$
|
7,894
|
$
|
7,560
|
$
|
55,433
|
$
|
42,290
|
||||||||||||||||||||||||
1 Included within net gain on disposition and impairment of assets for the third quarter of 2014 was a gain on the sale of certain property totaling $2.7 million completed by a 50% owned subsidiary of the Company. After considering the $1.35 million noncontrolling interest of this gain and income taxes, net earnings attributable to controlling interest was approximately $700,000 higher as a result of these transactions.
SUPPLEMENTAL SALES DATA
|
Quarter Period
|
Year to Date
|
|||||||||||||||||||||||
|
Market Classification
|
2014
|
2013
|
%
|
2014
|
2013
|
%
|
||||||||||||||||||
|
Retail
|
$
|
204,922
|
$
|
167,958
|
22
|
%
|
$
|
1,028,783
|
$
|
936,141
|
10
|
%
|
||||||||||||
|
Industrial
|
198,594
|
160,475
|
24
|
%
|
783,805
|
699,688
|
12
|
%
|
||||||||||||||||
|
Construction
|
224,387
|
204,297
|
10
|
%
|
885,348
|
868,083
|
2
|
%
|
||||||||||||||||
|
Total Gross Sales
|
627,903
|
532,730
|
18
|
%
|
2,697,936
|
2,503,912
|
8
|
%
|
||||||||||||||||
|
Sales Allowances
|
(7,813
|
)
|
(6,992
|
)
|
(37,607
|
)
|
(33,464
|
)
|
||||||||||||||||
|
Total Net Sales
|
$
|
620,090
|
$
|
525,738
|
$
|
2,660,329
|
$
|
2,470,448
|
||||||||||||||||
Universal Forest Products, Inc.
Page 5
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
DECEMBER 2014/2013
(In thousands)
|
ASSETS
|
2014
|
2013
|
LIABILITIES AND EQUITY
|
2014
|
2013
|
||||||||||||
|
|
|||||||||||||||||
|
CURRENT ASSETS
|
CURRENT LIABILITIES
|
||||||||||||||||
|
Restricted cash
|
405
|
720
|
Cash Overdraft
|
621
|
1,079
|
||||||||||||
|
Accounts receivable
|
195,912
|
180,452
|
Accounts payable
|
89,105
|
72,918
|
||||||||||||
|
Inventories
|
340,048
|
287,305
|
Accrued liabilities
|
85,734
|
65,102
|
||||||||||||
|
Other current assets
|
36,641
|
27,921
|
|
||||||||||||||
|
|
|||||||||||||||||
|
TOTAL CURRENT ASSETS
|
573,006
|
496,398
|
TOTAL CURRENT LIABILITIES
|
175,460
|
139,099
|
||||||||||||
|
|
|||||||||||||||||
|
OTHER ASSETS
|
10,644
|
13,452
|
|||||||||||||||
|
INTANGIBLE ASSETS, NET
|
191,881
|
169,727
|
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
|
98,645
|
84,700
|
||||||||||||
|
OTHER LIABILITIES
|
50,135
|
43,454
|
|||||||||||||||
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
248,269
|
237,410
|
EQUITY
|
699,560
|
649,734
|
||||||||||||
|
|
|||||||||||||||||
|
TOTAL ASSETS
|
$
|
1,023,800
|
$
|
916,987
|
TOTAL LIABILITIES AND EQUITY
|
$
|
1,023,800
|
$
|
916,987
|
||||||||
Universal Forest Products, Inc.
Page 6
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE TWELVE MONTHS ENDED
DECEMBER 2014/2013
|
(In thousands)
|
2014
|
2013
|
||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net earnings
|
$
|
61,564
|
$
|
45,804
|
||||
|
Adjustments to reconcile net earnings attributable to controlling interest to net cash from operating activities:
|
||||||||
|
Depreciation
|
33,913
|
31,091
|
||||||
|
Amortization of intangibles
|
2,410
|
2,473
|
||||||
|
Expense associated with share-based compensation arrangements
|
1,919
|
1,874
|
||||||
|
Excess tax benefits from share-based compensation arrangements
|
(14
|
)
|
(112
|
)
|
||||
|
Expense associated with stock grant plans
|
94
|
58
|
||||||
|
Loss reserve for notes receivable
|
-
|
15
|
||||||
|
Deferred income taxes (credit)
|
4,926
|
4,453
|
||||||
|
Equity in earnings of investee
|
(378
|
)
|
(201
|
)
|
||||
|
Net (gain) or loss on sale of property, plant and equipment
|
(3,400
|
)
|
297
|
|||||
|
Changes in:
|
||||||||
|
Accounts receivable
|
(9,710
|
)
|
(17,886
|
)
|
||||
|
Inventories
|
(49,575
|
)
|
(42,287
|
)
|
||||
|
Accounts payable and cash overdraft
|
15,390
|
7,835
|
||||||
|
Accrued liabilities and other
|
15,981
|
21,026
|
||||||
|
NET CASH FROM OPERATING ACTIVITIES
|
73,120
|
54,440
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Purchases of property, plant, and equipment
|
(45,305
|
)
|
(40,023
|
)
|
||||
|
Proceeds from sale of property, plant and equipment
|
9,005
|
1,778
|
||||||
|
Acquisitions, net of cash received
|
(34,641
|
)
|
(11,478
|
)
|
||||
|
Purchase of patents & product technology
|
-
|
(143
|
)
|
|||||
|
Advances of notes receivable
|
(6,201
|
)
|
(2,673
|
)
|
||||
|
Collections of notes receivable and related interest
|
9,926
|
2,814
|
||||||
|
Cash restricted as to use
|
315
|
6,111
|
||||||
|
Other, net
|
(162
|
)
|
11
|
|||||
|
NET CASH FROM INVESTING ACTIVITIES
|
(67,063
|
)
|
(43,603
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Borrowings under revolving credit facilities
|
211,770
|
251,801
|
||||||
|
Repayments under revolving credit facilities
|
(197,825
|
)
|
(262,891
|
)
|
||||
|
Debt issuance costs
|
(724
|
)
|
(46
|
)
|
||||
|
Proceeds from issuance of common stock
|
541
|
2,144
|
||||||
|
Distributions to noncontrolling interest
|
(1,910
|
)
|
(1,460
|
)
|
||||
|
Capital contribution from noncontrolling interest
|
-
|
84
|
||||||
|
Dividends paid to shareholders
|
(12,205
|
)
|
(8,166
|
)
|
||||
|
Repurchase of common stock
|
(4,866
|
)
|
-
|
|||||
|
Excess tax benefits from share-based compensation arrangements
|
14
|
112
|
||||||
|
NET CASH FROM FINANCING ACTIVITIES
|
(5,205
|
)
|
(18,422
|
)
|
||||
|
Effect of exchange rate changes on cash
|
(852
|
)
|
(62
|
)
|
||||
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
-
|
(7,647
|
)
|
|||||
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
-
|
7,647
|
||||||
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
-
|
$
|
-
|
||||
|
SUPPLEMENTAL INFORMATION:
|
||||||||
|
Interest paid
|
$
|
4,334
|
$
|
4,883
|
||||
|
Income taxes paid
|
38,475
|
14,427
|
||||||