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 12, 2004 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 (17 CFR 240.14d-2(b)). [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Item 2.02 Results of Operations and Financial Condition On October 11, 2004, the Registrant issued a press release announcing its financial results for the quarter ended September 25, 2004. 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 (c) Exhibits 99(a) Press Release dated October 11, 2004. 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 12, 2004 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 11, 2004. 4
NEWS RELEASE EXHIBIT 99(a) - -------AT THE COMPANY------- -------FLEISHMAN HILLARD------- Lynn Afendoulis Jeremy Skule Director of Public Affairs Vice President 616/364-6161 212/453-2245 FOR IMMEDIATE RELEASE MONDAY, OCTOBER 11, 2004 UNIVERSAL POSTS ANOTHER STRONG QUARTER; REPORTS 20% INCREASE IN NET EARNINGS THE COMPANY RAISES ITS TARGETED RANGE FOR DILUTED EARNINGS PER SHARE GROWTH TO 12% TO 15% FOR THE YEAR Grand Rapids, MI, October 11, 2004 -- Universal Forest Products, Inc. (NASDAQ: UFPI) today announced record results for the third quarter, including a 20% increase in net earnings. Net earnings for the third quarter 2004 were $14.6 million, compared to net earnings of $12.2 million for the same period in 2003. For the year-to-date 2004, net earnings were $39.9 million, an increase of 18% over year-to-date net earnings of $33.9 million in 2003. Universal reported net sales for the quarter of $709.3 million, a 32.3% increase over net sales of $536.3 million in the third quarter of 2003. Net sales for the first nine months of 2004 were $1.92 billion, a 32.8% increase over net sales of $1.44 billion for the same period in 2003. The higher lumber market accounted for 21% of the net sales increase for the third quarter 2004 and for 22% of the 2004 year-to-date net sales increase. "We continue to successfully execute our growth strategy, thanks to the determination of the people of Universal, who are focused on the Company's goals," said CEO and Vice Chairman William G. Currie. "These numbers are the result of hard work and determination -- the very qualities that have spurred Universal's success for nearly 50 years," he added. The Company produced significant year-over-year sales increases of 74% and 52% in its site-built construction and industrial markets, respectively. Both are markets in which Universal sees strong opportunity for continuing growth. "Although we enjoy leadership positions in these arenas, we believe there's a tremendous opportunity to expand market share and we'll continue to leverage our strengths to grow in these fragmented markets," he said. MORE...
UNIVERSAL FOREST PRODUCTS, INC. PAGE 2 In addition, Currie expressed optimism for the growing modular housing segment of the manufactured housing market. "We have some exciting new products that are allowing manufacturers to enhance and customize their homes, and that means opportunity for Universal," Currie said. He noted that D-I-Y sales remain soft due to increases in lumber costs, which may be prompting homeowners to delay improvement projects; the hurricanes that effectively put a halt to improvement projects during the quarter in Florida and the Southeastern United States; and the higher cost of treated wood due to industry changes in the treating compounds, which may be affecting consumers' purchasing decisions. Following are Universal's third-quarter 2004 sales by market: o $280.7 million in D-I-Y/retail, an increase of 7.2% from the same period last year; o $194.6 million in site-built construction, an increase of 73.8% over last year; o $127.4 million in industrial/other, a 51.5% increase over last year; and o $106.5 million in manufactured housing, a 35.9% increase over last year. Based on the strength of its year-to-date results, the Company raised its targeted range for earnings per share growth to between 12% and 15% (previously it was between 10% and 14%). The Company also reaffirmed its unit sales growth targeted range of between 10% and 14% for the year. 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, Oct. 12, 2004. The conference call will be hosted by William G. Currie and will be available for analysts and institutional investors domestically at (866) 814-1933 or internationally at (703) 639-1365. Use conference call ID #570112. 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. 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, wood and composite components for various industries. Among the Company's newest and fastest-growing ventures are framing and installation 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. MORE...
UNIVERSAL FOREST PRODUCTS, INC. PAGE 3 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 4 CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 2004/2003 QUARTER PERIOD YEAR TO DATE (IN THOUSANDS, EXCEPT PER SHARE DATA) 2004 2003 2004 2003 -------------- ------------- --------------- ----------- NET SALES $ 709,294 100% $536,278 100% $ 1,917,527 100% $ 1,444,360 100% COST OF GOODS SOLD 625,502 88.19 463,715 86.47 1,684,553 87.85 1,241,251 85.94 -------------- ------------- --------------- ------------ GROSS PROFIT 83,792 11.81 72,563 13.53 232,974 12.15 203,109 14.06 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 54,604 7.70 48,424 9.03 154,615 8.06 135,309 9.37 -------------- ------------- --------------- ------------ EARNINGS FROM OPERATIONS 29,188 4.12 24,139 4.50 78,359 4.09 67,800 4.69 OTHER EXPENSE (INCOME) INTEREST EXPENSE 3,641 0.51 3,526 0.66 11,052 0.58 11,271 0.78 INTEREST INCOME (39) -0.01 (2) 0.00 (224) -0.01 (133) -0.01 NET GAIN ON SALE OF REAL ESTATE AND INTEREST IN SUBSIDIARY - 0.00 - 0.00 (944) -0.05 - 0.00 -------------- ------------- --------------- ----------- 3,602 0.51 3,524 0.66 9,884 0.52 11,138 0.77 -------------- ------------- --------------- ---------- EARNINGS BEFORE INCOME TAXES AND MINORITY INTEREST 25,586 3.61 20,615 3.84 68,475 3.57 56,662 3.92 INCOME TAXES 9,261 1.31 7,715 1.44 25,550 1.33 20,964 1.45 -------------- ------------- --------------- ----------- EARNINGS BEFORE MINORITY INTEREST 16,325 2.30 12,900 2.41 42,925 2.24 35,698 2.47 MINORITY INTEREST (1,699) -0.24 (695) -0.13 (2,976) -0.16 (1,831) -0.13 -------------- ------------- --------------- ----------- NET EARNINGS $ 14,626 2.06 $ 12,205 2.28 $ 39,949 2.08 $ 33,867 2.34 ============== ============= =============== =========== EARNINGS PER SHARE - BASIC $ 0.81 $ 0.69 $ 2.22 $ 1.91 EARNINGS PER SHARE - DILUTED $ 0.78 $ 0.66 $ 2.13 $ 1.85 WEIGHTED AVERAGE SHARES OUTSTANDING 18,083 17,765 18,015 17,745 WEIGHTED AVERAGE SHARES OUTSTANDING WITH COMMON STOCK EQUIVALENTS 18,784 18,425 18,716 18,290 SUPPLEMENTAL SALES DATA QUARTER PERIOD YEAR TO DATE --------------------------------------- ------------------------------------------------ MARKET CLASSIFICATION 2004 % 2003 % 2004 % 2003 % --------- ---- --------- ---- ------------ ---- ----------- ---- Do-It-Yourself/Retail $ 280,700 40% $261,812 49% $ 804,188 42% $ 720,311 50% SITE-BUILT CONSTRUCTION 194,643 27% 111,980 21% 479,808 25% 290,225 20% MANUFACTURED HOUSING 106,555 15% 78,394 14% 286,925 15% 204,863 14% INDUSTRIAL AND OTHER 127,396 18% 84,092 16% 346,606 18% 228,961 16% --------- ---- --------- ---- ------------ ---- ----------- ---- TOTAL $ 709,294 100% $536,278 100% $1,917,527 100% $ 1,444,360 100%
UNIVERSAL FOREST PRODUCTS, INC. PAGE 5 CONSOLIDATED BALANCE SHEETS (UNAUDITED) SEPTEMBER 2004/2003 (IN THOUSANDS) LIABILITIES AND ASSETS 2004 2003 SHAREHOLDERS' EQUITY 2004 2003 --------- --------- ----------------------------- --------- -------- CURRENT ASSETS CURRENT LIABILITIES Cash and cash equivalents $ 19,285 $ 15,340 Notes payable $ - $ 645 Accounts receivable 251,045 157,768 Accounts payable and Inventories 206,644 160,955 accrued liabilities 205,221 160,344 Other current assets 10,036 7,795 Current portion of long-term debt and capital leases 527 6,263 --------- --------- TOTAL CURRENT ASSETS 487,010 341,858 --------- -------- TOTAL CURRENT LIABILITIES 205,748 167,252 OTHER ASSETS 6,906 5,679 INTANGIBLE ASSETS, NET 132,285 131,545 LONG-TERM DEBT AND CAPITAL LEASES, LESS CURRENT PORTION 247,978 195,833 PROPERTY, PLANT OTHER LIABILITIES 34,303 31,123 AND EQUIPMENT, NET 209,240 214,337 --------- --------- SHAREHOLDERS' EQUITY 347,412 299,211 --------- -------- TOTAL LIABILITIES AND TOTAL ASSETS $ 835,441 $ 693,419 SHAREHOLDERS' EQUITY $ 835,441 $693,419 ========= ========= ========= ========
UNIVERSAL FOREST PRODUCTS, INC. PAGE 6 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 2004/2003 (IN THOUSANDS) 2004 2003 - ------------------------------------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 39,949 $ 33,867 Adjustments to reconcile net earnings to net cash from operating activities: Depreciation 20,418 18,702 Amortization of intangibles 1,760 1,519 Deferred income taxes (90) (1,301) Minority interest 2,976 1,831 Loss on sale of interest in subsidiary 193 -- (Gain) Loss on sale or impairment of property, plant and equipment (432) 918 Changes in: Accounts receivable (111,925) (53,545) Inventories (36,152) 5,051 Accounts payable 39,225 37,717 Accrued liabilities and other 30,877 23,145 --------- --------- NET CASH FROM OPERATING ACTIVITIES (13,201) 67,904 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant, and equipment (25,062) (33,349) Acquisitions, net of cash received (10,075) (787) Sale of interest in subsidiary 4,679 -- Proceeds from sale of property, plant and equipment 3,469 6,104 Insurance proceeds 2,000 -- Other, net 1,567 2,909 --------- --------- NET CASH FROM INVESTING ACTIVITIES (23,422) (25,123) CASH FLOWS FROM FINANCING ACTIVITIES: Net (repayments) borrowings under revolving credit facilities and notes payable 43,152 (36,884) Repayment of long-term debt (6,352) (6,150) Proceeds from issuance of common stock 2,194 1,719 Distributions to minority shareholder (125) (833) Dividends paid to shareholders (897) (798) Repurchase of common stock (129) (2,029) Other, net 635 -- --------- --------- NET CASH FROM FINANCING ACTIVITIES 38,478 (44,975) --------- --------- NET CHANGE IN CASH AND CASH EQUIVALENTS 1,855 (2,194) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 17,430 17,534 --------- --------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 19,285 $ 15,340 ========= =========