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 | 38-1465835 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
2801 East Beltline NE, Grand Rapids, Michigan | 49525 | |
(Address of principal executive offices) | (Zip Code) |
Class | Outstanding as of April 1, 2006 | |
Common stock, no par value | 18,626,455 |
Page No. | ||||||||
PART I. FINANCIAL INFORMATION. |
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Item 1. Financial Statements. |
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3-4 | ||||||||
5 | ||||||||
6 | ||||||||
7-8 | ||||||||
9-20 | ||||||||
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations. |
21-31 | |||||||
32 | ||||||||
33 | ||||||||
Item 1. Legal Proceedings NONE. |
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Item 1A. Risk Factors NONE. |
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34 | ||||||||
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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35 | ||||||||
36 | ||||||||
Certificate of the Chief Executive Officer Pursuant to Section 302 | ||||||||
Certificate of the Chief Financial Officer Pursuant to Section 302 | ||||||||
Certificate of the Chief Executive Officer Pursuant to Section 906 | ||||||||
Certificate of the Chief Financial Officer Pursuant to Section 906 |
2
April 1, | December 31, | March 26, | ||||||||||
2006 | 2005 | 2005 | ||||||||||
ASSETS |
||||||||||||
CURRENT ASSETS: |
||||||||||||
Cash and cash equivalents |
$ | 39,608 | $ | 46,215 | $ | 28,396 | ||||||
Accounts receivable, net |
199,508 | 185,080 | 179,954 | |||||||||
Inventories: |
||||||||||||
Raw materials |
145,945 | 144,361 | 146,936 | |||||||||
Finished goods |
133,632 | 109,408 | 139,899 | |||||||||
279,577 | 253,769 | 286,835 | ||||||||||
Other current assets |
21,448 | 17,114 | 15,429 | |||||||||
TOTAL CURRENT ASSETS |
540,141 | 502,178 | 510,614 | |||||||||
OTHER ASSETS |
8,083 | 7,887 | 8,303 | |||||||||
GOODWILL |
131,560 | 131,556 | 123,901 | |||||||||
OTHER INTANGIBLE ASSETS, net |
10,006 | 10,966 | 7,207 | |||||||||
PROPERTY, PLANT AND EQUIPMENT: |
||||||||||||
Property, plant and equipment |
420,888 | 412,475 | 388,231 | |||||||||
Accumulated depreciation and amortization |
(195,709) | (188,142) | (169,862) | |||||||||
PROPERTY, PLANT AND EQUIPMENT, NET |
225,179 | 224,333 | 218,369 | |||||||||
TOTAL ASSETS |
$ | 914,969 | $ | 876,920 | $ | 868,394 | ||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||
CURRENT LIABILITIES: |
||||||||||||
Accounts payable |
$ | 130,584 | $ | 106,716 | $ | 123,508 | ||||||
Accrued liabilities: |
||||||||||||
Compensation and benefits |
51,622 | 69,528 | 43,343 | |||||||||
Other |
41,542 | 27,449 | 21,935 | |||||||||
Current portion of long-term debt and capital lease obligations |
461 | 458 | 21,910 | |||||||||
TOTAL CURRENT LIABILITIES |
224,209 | 204,151 | 210,696 | |||||||||
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS,
less current portion |
204,010 | 209,039 | 251,806 | |||||||||
DEFERRED INCOME TAXES |
12,800 | 12,914 | 18,597 | |||||||||
MINORITY INTEREST |
8,805 | 8,577 | 7,765 | |||||||||
OTHER LIABILITIES |
10,698 | 10,387 | 10,153 | |||||||||
TOTAL LIABILITIES |
460,522 | 445,068 | 499,017 |
3
April 1, | December 31, | March 26, | |||||||||||
2006 | 2005 | 2005 | |||||||||||
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, 18,626,455, 18,402,648 and 18,121,589 |
$ | 18,626 | $ | 18,403 | $ | 18,122 | |||||||
Additional paid-in capital |
106,045 | 97,372 | 92,223 | ||||||||||
Deferred stock compensation |
0 | 4,212 | 4,197 | ||||||||||
Deferred stock compensation in rabbi trust |
0 | (2,117 | ) | (2,087 | ) | ||||||||
Retained earnings |
328,744 | 312,878 | 256,656 | ||||||||||
Accumulated other comprehensive earnings |
2,151 | 2,408 | 1,635 | ||||||||||
455,566 | 433,156 | 370,746 | |||||||||||
Employee stock notes receivable |
(1,119 | ) | (1,304 | ) | (1,369 | ) | |||||||
TOTAL SHAREHOLDERS EQUITY |
454,447 | 431,852 | 369,377 | ||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 914,969 | $ | 876,920 | $ | 868,394 | |||||||
4
Three Months Ended | ||||||||
April 1, | March 26, | |||||||
2006 | 2005 | |||||||
NET SALES |
$ | 665,609 | $ | 537,160 | ||||
COST OF GOODS SOLD |
571,298 | 469,931 | ||||||
GROSS PROFIT |
94,311 | 67,229 | ||||||
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES |
64,529 | 49,851 | ||||||
EARNINGS FROM OPERATIONS |
29,782 | 17,378 | ||||||
OTHER EXPENSE (INCOME): |
||||||||
Interest expense |
3,799 | 3,775 | ||||||
Interest income |
(429 | ) | (149 | ) | ||||
Net gain on sale of real estate |
(1,272 | ) | ||||||
3,370 | 2,354 | |||||||
EARNINGS BEFORE INCOME TAXES AND
MINORITY INTEREST |
26,412 | 15,024 | ||||||
INCOME TAXES |
9,756 | 5,759 | ||||||
EARNINGS BEFORE MINORITY INTEREST |
16,656 | 9,265 | ||||||
MINORITY INTEREST |
(790 | ) | (36 | ) | ||||
NET EARNINGS |
$ | 15,866 | $ | 9,229 | ||||
EARNINGS PER SHARE BASIC |
$ | 0.85 | $ | 0.51 | ||||
EARNINGS PER SHARE DILUTED |
$ | 0.82 | $ | 0.49 | ||||
WEIGHTED AVERAGE SHARES OUTSTANDING |
18,606 | 18,187 | ||||||
WEIGHTED AVERAGE SHARES OUTSTANDING
WITH COMMON STOCK EQUIVALENTS |
19,278 | 18,972 |
5
Deferred | ||||||||||||||||||||||||||||||||
Deferred | Compen- | Accumulated | ||||||||||||||||||||||||||||||
Additional | Stock | sation | Other | Employees | ||||||||||||||||||||||||||||
Common | Paid-In | Compen- | Rabbi | Retained | Comprehensive | Stock Notes | ||||||||||||||||||||||||||
Stock | Capital | sation | Trust | Earnings | Earnings | Receivable | Total | |||||||||||||||||||||||||
Balance at December 25, 2004 |
$ | 18,002 | $ | 89,269 | $ | 3,423 | ($1,331 | ) | $ | 247,427 | $ | 1,525 | ($1,546 | ) | $ | 356,769 | ||||||||||||||||
Comprehensive earnings: |
||||||||||||||||||||||||||||||||
Net earnings |
9,229 | |||||||||||||||||||||||||||||||
Foreign currency translation
adjustment |
110 | |||||||||||||||||||||||||||||||
Total comprehensive earnings |
9,339 | |||||||||||||||||||||||||||||||
Issuance of 95,507 shares under
employee stock plans |
96 | 1,366 | 1,462 | |||||||||||||||||||||||||||||
Issuance of 2,830 shares under
stock grant programs |
3 | 117 | 120 | |||||||||||||||||||||||||||||
Issuance of 20,997 shares under
deferred compensation plans |
21 | 765 | (30 | ) | (756 | ) | 0 | |||||||||||||||||||||||||
Tax benefits from non-qualified
stock options exercised |
706 | 706 | ||||||||||||||||||||||||||||||
Accrued expense under deferred
compensation plans |
804 | 804 | ||||||||||||||||||||||||||||||
Payments received on employee
stock notes receivable |
177 | 177 | ||||||||||||||||||||||||||||||
Balance at March 26, 2005 |
$ | 18,122 | $ | 92,223 | $ | 4,197 | ($2,087 | ) | $ | 256,656 | $ | 1,635 | ($1,369 | ) | $ | 369,377 | ||||||||||||||||
Balance at December 31, 2005 |
$ | 18,403 | $ | 97,372 | $ | 4,212 | ($2,117 | ) | $ | 312,878 | $ | 2,408 | ($1,304 | ) | $ | 431,852 | ||||||||||||||||
Comprehensive earnings: |
||||||||||||||||||||||||||||||||
Net earnings |
15,866 | |||||||||||||||||||||||||||||||
Foreign currency translation
adjustment |
(257 | ) | ||||||||||||||||||||||||||||||
Total comprehensive earnings |
15,609 | |||||||||||||||||||||||||||||||
Reversal of deferred compensation
upon adoption of SFAS 123(R) |
2,095 | (4,212 | ) | 2,117 | 0 | |||||||||||||||||||||||||||
Issuance of 119,726 shares under
employee stock plans |
120 | 1,825 | 1,945 | |||||||||||||||||||||||||||||
Issuance of 2,803 shares under
stock grant programs |
2 | 158 | 160 | |||||||||||||||||||||||||||||
Issuance of 101,278 shares under
deferred compensation plans |
101 | (101 | ) | 0 | ||||||||||||||||||||||||||||
Tax benefits from non-qualified
stock options exercised |
1,419 | 1,419 | ||||||||||||||||||||||||||||||
Expense associated with share-based
compensation arrangements |
215 | 215 | ||||||||||||||||||||||||||||||
Accrued expense under deferred
compensation plans |
3,062 | 3,062 | ||||||||||||||||||||||||||||||
Payments received on employee
stock notes receivable |
185 | 185 | ||||||||||||||||||||||||||||||
Balance at April 1, 2006 |
$ | 18,626 | $ | 106,045 | $ | 0 | $ | 0 | $ | 328,744 | $ | 2,151 | ($1,119 | ) | $ | 454,447 |
6
Three Months Ended | ||||||||
April 1, | March 26, | |||||||
2006 | 2005 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net earnings |
$ | 15,866 | $ | 9,229 | ||||
Adjustments to reconcile net earnings to net cash from operating activities: |
||||||||
Depreciation |
8,279 | 7,345 | ||||||
Amortization of intangibles |
1,311 | 601 | ||||||
Expense associated with share-based compensation arrangements |
215 | |||||||
Expense associated with stock grant plans |
160 | 163 | ||||||
Deferred income taxes |
(88 | ) | 19 | |||||
Minority interest |
790 | 36 | ||||||
Net gain on sale or impairment of property, plant, and equipment |
(1 | ) | (1,131 | ) | ||||
Changes in: |
||||||||
Accounts receivable |
(14,276 | ) | (28,643 | ) | ||||
Inventories |
(25,800 | ) | (73,913 | ) | ||||
Accounts payable |
23,927 | 36,108 | ||||||
Accrued liabilities and other |
(4,860 | ) | (6,323 | ) | ||||
Excess tax benefits from share-based compensation arrangements |
(1,278 | ) | ||||||
NET CASH FROM OPERATING ACTIVITIES |
4,245 | (56,509 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchase of property, plant and equipment |
(8,186 | ) | (10,604 | ) | ||||
Acquisitions, net of cash received |
(2,052 | ) | ||||||
Proceeds from sale of property, plant and equipment |
225 | 2,295 | ||||||
Collections of notes receivable |
1,542 | |||||||
Other assets, net |
(55 | ) | 366 | |||||
NET CASH FROM INVESTING ACTIVITIES |
(8,526 | ) | (7,943 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Net (repayments) borrowings under revolving credit facilities |
(5,020 | ) | 66,713 | |||||
Repayment of long-term debt |
(15 | ) | (138 | ) | ||||
Proceeds from issuance of common stock |
1,945 | 1,462 | ||||||
Distributions to minority shareholder |
(509 | ) | (536 | ) | ||||
Repurchase of common stock |
73 | |||||||
Excess tax benefits from share-based compensation arrangements |
1,278 | |||||||
Other |
(5 | ) | ||||||
NET CASH FROM FINANCING ACTIVITIES |
(2,326 | ) | 67,574 | |||||
NET CHANGE IN CASH AND CASH EQUIVALENTS |
(6,607 | ) | 3,122 | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |
46,215 | 25,274 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ | 39,608 | $ | 28,396 | ||||
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: |
||||||||
Cash paid during the period for: |
||||||||
Interest |
$ | 2,325 | $ | 877 | ||||
Income taxes |
4,427 | 1,489 |
7
Three Months Ended | ||||||||
April 1, | March 26, | |||||||
2006 | 2005 | |||||||
NON-CASH OPERATING ACTIVITIES: |
||||||||
Accounts receivable exchanged for note receivable |
$ | 500 | ||||||
Deferred purchase price of acquisition exchanged for current payable |
$ | 690 | ||||||
NON-CASH FINANCING ACTIVITIES: |
||||||||
Common stock issued under deferred compensation plans |
$ | 3,062 | $ | 761 |
8
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 31, 2005. | ||
Certain reclassifications have been made to the Financial Statements for 2005 to conform to the classifications used in 2006. | ||
B. | REVENUE RECOGNITION | |
Earnings on construction contracts are reflected in operations using either percentage-of-completion accounting, which includes the cost to cost and units of delivery methods, or completed contract accounting, depending on the nature of the business at individual operations. Under percentage-of-completion using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred related to the total estimated costs. Under percentage-of-completion using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced related to the total number of units. Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for such revisions becomes 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: |
April 1, | March 26, | |||||||
2006 | 2005 | |||||||
Cost and Earnings in Excess of Billings |
$ | 10,020 | $ | 2,568 | ||||
Billings in Excess of Cost and Earnings |
9,314 | 2,294 |
9
C. | COMPREHENSIVE INCOME | |
Comprehensive income consists of net income and foreign currency translation adjustments. Comprehensive income was approximately $15.6 million and $9.3 million for the quarters ended April 1, 2006 and March 26, 2005, 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 04/01/06 | Three Months Ended 03/26/05 | |||||||||||||||||||||||
Per | Per | |||||||||||||||||||||||
Income | Shares | Share | Income | Shares | Share | |||||||||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | |||||||||||||||||||
Net Earnings |
$ | 15,866 | $ | 9,229 | ||||||||||||||||||||
EPS Basic |
||||||||||||||||||||||||
Income available to
common stockholders |
15,866 | 18,606 | $ | 0.85 | 9,229 | 18,187 | $ | 0.51 | ||||||||||||||||
Effect of dilutive securities |
||||||||||||||||||||||||
Options |
672 | 785 | ||||||||||||||||||||||
EPS Diluted |
||||||||||||||||||||||||
Income available to
common stockholders and
assumed options
exercised |
$ | 15,866 | 19,278 | $ | 0.82 | $ | 9,229 | 18,972 | $ | 0.49 | ||||||||||||||
No outstanding options were excluded from the computation of diluted EPS for the quarters ended April 1, 2006 or March 26, 2005. | ||
E. | SALE OF ACCOUNTS RECEIVABLE | |
On March 8, 2006 we entered into a new accounts receivable sale agreement with a bank. The terms of this new agreement are substantially the same as the agreement that was in place in the first quarter of 2005 and subsequently cancelled on October 25, 2005. Under the terms of these agreements: |
| 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 |
10
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. |
On April 1, 2006, $54.1 million of receivables were sold and outstanding, and we recorded $4.1 million of retained interest in other current assets. On March 26, 2005, $34.9 million of receivables were sold and outstanding, and we recorded $2.6 million of retained interest in other current assets. A summary of the transactions we completed for the first three months of 2006 and 2005 are presented below (in thousands). |
Three Months Ended | Three Months Ended | |||||||
April 1, 2006 | March 26, 2005 | |||||||
Accounts receivable sold |
$ | 82,355 | $ | 79,466 | ||||
Retained interest in receivables |
(4,054 | ) | (1,156 | ) | ||||
Expense from sale |
(415 | ) | (255 | ) | ||||
Servicing fee received |
36 | 32 | ||||||
Discounts and sales allowances |
0 | (606 | ) | |||||
Net cash received from sale |
$ | 77,922 | $ | 77,481 | ||||
F. | GOODWILL AND OTHER INTANGIBLE ASSETS | |
The following amounts were included in other intangible assets, net (in thousands): |
April 1, 2006 | March 26, 2005 | |||||||||||||||
Accumulated | Accumulated | |||||||||||||||
Assets | Amortization | Assets | Amortization | |||||||||||||
Non-compete agreements |
$ | 12,750 | $ | (7,031 | ) | $ | 9,806 | $ | (4,657 | ) | ||||||
Licensing agreements |
2,510 | (2,095 | ) | 2,760 | (1,759 | ) | ||||||||||
Customer relationships |
4,882 | (1,124 | ) | 1,285 | (257 | ) | ||||||||||
Backlog |
644 | (530 | ) | 190 | (161 | ) | ||||||||||
Total |
$ | 20,786 | $ | (10,780 | ) | $ | 14,041 | $ | (6,834 | ) | ||||||
Estimated amortization expense for intangible assets as of April 1, 2006 for each of the five succeeding fiscal years is as follows (in thousands): |
2006 |
$ | 2,299 | ||
2007 |
2,870 | |||
2008 |
2,420 | |||
2009 |
1,416 | |||
2010 |
576 | |||
Thereafter |
425 |
11
The changes in the net carrying amount of goodwill for the three months ended April 1, 2006 and March 26, 2005 are as follows (in thousands): |
Balance as of December 31, 2005 |
$ | 131,556 | ||
Other, net |
4 | |||
Balance as of April 1, 2006 |
$ | 131,560 | ||
Balance as of December 25, 2004 |
$ | 123,845 | ||
Other, net |
56 | |||
Balance as of March 26, 2005 |
$ | 123,901 | ||
G. | BUSINESS COMBINATIONS | |
On January 9, 2006, one of our subsidiaries acquired the assets of Classic Truss Company, Inc. (Classic), a facility which supplies the site-built construction market in Fort Pierce, FL. The purchase price was approximately $2.1 million, allocating $1.7 million to tangible net assets and $0.4 million to a non-compete agreement. Classic had net sales in fiscal 2005 totaling approximately $6.0 million. | ||
On November 14, 2005, one of our subsidiaries acquired the assets of DecKorators, Inc. (DecKorators) which designs, imports, markets and distributes decorative balusters and accessories for residential decks and porches, and is located in Crestwood and St. Louis, MO. The purchase price was approximately $7.7 million, consisting of $7.0 million paid on the date we closed the transaction and $0.7 million paid in January 2006, allocating $0.8 million to tangible net assets, $0.2 million to non-compete agreements and $6.7 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. DecKorators had net sales in fiscal 2004 totaling approximately $9.1 million. | ||
On June 27, 2005, one of our subsidiaries, which at the time owned a 50% interest in Shawnlee Construction, LLC (Shawnlee), which provides framing services for multi-family construction, and is located in Plainville, MA, acquired an additional 25% interest for approximately $3.5 million, allocating $1.2 million to tangible assets, $0.8 million to customer relationship related intangibles, $0.7 million to a non-compete agreement, $0.2 million to a backlog and $0.6 million to goodwill. In addition, we agreed to purchase the remaining 25% in 5% increments 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, allocating $0.9 million to tangible assets, $0.8 million to customer relationship related intangibles, and $0.3 million to backlog. Shepardville had net sales in |
12
fiscal 2004 totaling approximately $4.8 million. AW had net sales in 2004 totaling approximately $7.9 million. |
On June 2, 2005, one of our subsidiaries acquired the assets of Maine Ornamental Woodworkers, Inc. (Maine Ornamental), which manufactures, imports and distributes decorative caps used on decking and fence posts, and is based in Winthrop, ME and Bainbridge Island, WA. The purchase price was approximately $8.4 million, consisting of $7.5 million paid on the date we closed the transaction and $0.9 million paid in August 2005, allocating $4.4 million to tangible net assets, $1.7 million to non-compete agreements, $2.1 million to customer relationship related intangibles and $0.2 million to goodwill. Maine Ornamental had net sales in fiscal 2004 totaling approximately $12.4 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 | |
Prior to January 1, 2006, we accounted for our stock option plans and our Employee Stock Purchase Plan using the intrinsic value method of accounting provided under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, (APB 25) and related Interpretations, as permitted by FASB Statement No. 123, Accounting for Stock-Based Compensation, (SFAS 123) under which no compensation expense was recognized for stock option grants and issuance of stock pursuant to the Employee Stock Purchase Plan. Accordingly, share-based compensation was included as a pro forma disclosure in the financial statement footnotes and continues to be provided for periods prior to fiscal 2006. | ||
Effective January 1, 2006, we adopted the fair value recognition provisions of FASB Statement No. 123(R), Share-Based Payment, (SFAS 123(R)) using the modified-prospective-transition method. Under that transition method, compensation cost recognized in the first quarter of 2006 includes: a) compensation cost for all share-based payments granted through December 31, 2005, but for which the requisite service period had not been completed as of December 31, 2005, based on the grant date fair market value estimated in accordance with the original provisions of SFAS 123, and b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant date fair value |
13
estimated in accordance with the provisions of SFAS 123(R). Results for prior periods have not been restated. | ||
As a result of adopting SFAS 123(R) on January 1, 2006, earnings before income taxes and net earnings for the first quarter of 2006, are $215,000 and $151,000 lower, respectively, than if we had continued to account for share-based compensation under APB 25. Basic and diluted earnings per share for the first quarter of 2006 would have been $0.86 and $0.83, respectively, if we had not adopted SFAS 123(R), compared to reported basic and diluted earnings per share of $0.85 and $0.82, respectively. | ||
Prior to the adoption of SFAS 123(R), we presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the Consolidated Condensed Statement of Cash Flows. SFAS 123(R) requires the cash flows resulting from the tax benefits resulting from the tax deductions in excess of the compensation cost recognized for those options (excess tax benefits from share-based compensation arrangements) to be classified as financing cash flows. The $1,278,000 excess tax benefit from share-based compensation arrangements classified as a financing cash inflow would have been classified as an operating cash inflow if we had not adopted SFAS 123(R). | ||
We provide compensation benefits to employees and non-employee directors under several share-based payment arrangements including various employee stock option plans, the Employee Stock Purchase Plan, the Directors Retainer Stock Plan, the Directors Stock Grant Plan, and the Conditional Share Grant Agreement. | ||
Stock Option Plans | ||
On April 28, 1999, our shareholders approved the Long Term Stock Incentive Plan (the 1999 Plan) to succeed the 1997 Long Term Stock Incentive Plan (The 1997 Plan). The 1999 Plan reserves a maximum of 1,000,000 shares, plus 406,029 shares remaining under the 1997 Plan, plus an annual increase of no more than 200,000 shares which may be added on the date of the annual meeting of shareholders each year. The term of the 1999 Plan is ten years. The 1999 Plan provides for the granting of stock options, reload options, stock appreciation rights, restricted stock, performance shares and other stock-based rewards. To date, we have only issued options under this plan. Vesting requirements for awards under this plan will vary by individual grant and are time-based vesting. The contractual life of all of the options granted under this plan will be no greater than 15 years. | ||
The fair value of each option award is estimated as of the date of grant using the Black-Scholes option pricing model. Expected volatility assumptions used were based on historical volatility of our stock. We utilize historical data to estimate option exercise and employee termination behavior within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The |
14
risk-free rate for the expected term of the option award was based on the U.S. Treasury yield curve in effect at the time of the grant. No new option awards were granted in the first quarter of 2006 and therefore no specific valuation assumptions are presented. | ||
The following summary presents information regarding outstanding options as of April 1, 2006 and changes during the quarter then ended with regard to options under all stock option plans: |
Weighted | ||||||||||||||||
Weighted | Average | |||||||||||||||
Stock | Average | Remaining | Aggregate | |||||||||||||
Under | Exercise Price | Contractual | Intrinsic | |||||||||||||
Option | Per Share | Term | Value | |||||||||||||
Outstanding at January 1, 2006 |
1,384,879 | $ | 19.08 | |||||||||||||
Granted
Exercised |
(114,487 | ) | 14.68 | |||||||||||||
Forfeited or expired |
(4,130 | ) | 19.89 | |||||||||||||
Outstanding at April 1, 2006 |
1,266,262 | 19.48 | 5.33 | $ | 55,733,000 | |||||||||||
Vested or expected to vest at April 1, 2006 |
1,081,542 | $ | 19.27 | 5.30 | $ | 47,822,000 | ||||||||||
Exercisable at April 1, 2006 |
447,880 | $ | 16.61 | 4.55 | $ | 20,998,000 | ||||||||||
The total intrinsic value of options exercised during the first quarter of 2006 was $5,126,000. | ||
Employee Stock Purchase Plan | ||
In April 1994, our shareholders approved the Employee Stock Purchase Plan (Stock Purchase Plan) and Director Retainer Stock Plan (Stock Retainer Plan). In April 2002, our shareholders approved the 2002 Employee Stock Purchase Plan (2002 Stock Purchase Plan) to succeed the Stock Purchase Plan. The plans allow eligible employees to purchase shares of our stock at a share price equal to 85% of fair market value on the purchase date. | ||
For the quarter ending April 1, 2006, 5,239 shares were issued under this plan. The weighted average fair value of employee stock purchase rights pursuant to this plan was $8.91 per share. The fair value of the stock purchase rights was calculated as the difference between the stock price and the employee purchase price. | ||
Director Retainer Stock Plan | ||
The Stock Retainer Plan allows eligible members of the Board of Directors to defer their retainer fees and receive shares of our stock at the time of their retirement, disability or death. The number of shares to be received is equal to the amount of the retainer fee deferred multiplied by 110% divided by the fair market value of a share of our stock at the time of deferral, is increased for dividends declared and may only be distributed in kind. We recognized the fair market value of the shares issued under this plan, calculated |
15
using the number of shares issued and the stock price on the issuance date, as expense and recorded the related obligation in shareholders equity. We recognized approximately $43,000 in expense for shares issued under this program in the first quarter of 2006. | ||
Directors Stock Grant Program | ||
In January 1997, we instituted a Directors Stock Grant Program. In lieu of a cash increase in the amount of Director fees, each outside Director receives 100 shares of stock for each board meeting attended up to a maximum of 400 shares per year. In the first quarter of 2006, we recognized the fair market value of the shares issued under this plan, calculated using the number of shares issued and the stock price on the issuance date, as an expense totaling approximately $142,000. | ||
Conditional Share Grant Agreement | ||
On April 17, 2002, under the 1999 Plan, a Conditional Share Grant Agreement was executed which will grant our Chief Executive Officer 10,000 shares of common stock immediately upon the satisfaction of the terms and conditions set forth in the Agreement. We recognize expense for the shares issued under this plan on a straight line basis over the requisite service period. | ||
All Share-Based Payment Arrangements | ||
The total share-based compensation cost and the related total income tax benefit that has been recognized in results of operations was approximately $400,000 and $135,000, respectively for the first quarter of 2006. | ||
As of April 1, 2006, there was $2.2 million of total unrecognized compensation cost related to share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 2.84 years. | ||
Cash received from option exercises and share issuances under the Stock Purchase Plan was $1,945,000 during the first quarter of fiscal 2006. The actual tax benefit realized for the tax deductions from option exercises totaled $1,419,000 during that period. | ||
Pro Forma Net Earnings | ||
The following table provides pro forma net earnings and earnings per share had we applied the fair value method of SFAS 123 for the first quarter of 2005 (in thousands, except per share data): |
16
Three Months Ended | ||||
March 26, | ||||
2005 | ||||
Net Earnings: |
||||
As reported |
$ | 9,229 | ||
Deduct: Stock-based employee
compensation expense determined
under fair value based method for all
awards, net of related tax effects |
(237 | ) | ||
Pro Forma |
$ | 8,992 | ||
EPS Basic: |
||||
As reported |
$ | 0.51 | ||
Pro forma |
$ | 0.49 | ||
EPS Diluted: |
||||
As reported |
$ | 0.49 | ||
Pro forma |
$ | 0.48 |
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 April 1, 2006 and $1.8 million on March 26, 2005, 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 |
17
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 sufficient to require removal or replacement of any CCA treated structures. The EPA did refer a question on the use of sealants to a scientific advisory panel. The panel issued a report which provides guidance to the EPA on the use of various sealants but does not mandate their use. The EPA is reviewing the report and is expected to issue further clarifications. | ||
The results of the EPA study are consistent with a prior Consumer Products Safety Commission (CPSC) study which reached a similar conclusion. | ||
In addition, various special interest environmental groups have petitioned certain states requesting restrictions on the use or disposal of CCA treated products. The wood preservation industry trade groups are working with the individual states and their regulatory agencies to provide an accurate, factual background which demonstrates that the present method of uses and disposal is scientifically supported. | ||
We have been requested by a customer to defend it from purported class action lawsuits. One such lawsuit is currently pending in Illinois. The purported class action lawsuit seeks unspecified damages from this customer, based on generalized claims under a purported theory of violation of individual state Consumer Protection Act statutes. To date, none of these cases have been certified as a class action. The Illinois case was previously dismissed without prejudice. Based on an alleged violation of the Consumer Protection Act, the claim has been restated and filed. The case does not allege personal injury or property damage. The judge in this case denied class certification for this case in December 2005. As previously stated, our vendors believe and scientific studies support the fact that CCA treated lumber poses no unreasonable risks, and we intend to vigorously defend this position. While our customer has charged us for certain costs incurred in the defense of these claims and we have expensed them accordingly, we have not formally accepted liability of these costs. | ||
We believe that based on current facts, laws, and existing scientific evidence, as well as the favorable disposition of the above referenced lawsuits, that the likelihood of a material adverse financial impact from the remaining claims is remote. Therefore, we have not accrued for any potential loss related to the contingencies above. However, potential liabilities of this nature are not conducive to precise estimates and are subject to change. To the extent we are required to defend these actions, we intend to do so vigorously and will monitor these facts on an ongoing basis. |
18
In addition, on April 1, 2006, we were parties either as plaintiff or a defendant to a number of lawsuits and claims arising through the normal course of our business. In the opinion of management, our consolidated financial statements will not be materially affected by the outcome of these contingencies and claims. | ||
On April 1, 2006, we had outstanding purchase commitments on capital projects of approximately $7.6 million. | ||
We provide a variety of warranties for products we manufacture. Historically, warranty claims have not been material. | ||
In certain cases we jointly bid on contracts with framing companies to supply building materials to site-built construction projects. In some of these instances we are required to post payment and performance bonds to insure the owner that the products and installation services are completed in accordance with our contractual obligations. We have agreed to indemnify the surety for claims made against the bonds. Historically, we have not had any claims for indemnity from our sureties. As of April 1, 2006, we had approximately $17.3 million in outstanding payment and performance bonds, which expire during the next two years. In addition, approximately $19.7 million in payment and performance bonds are outstanding for completed projects which are still under warranty. | ||
We have entered into operating leases for certain assets that include a guarantee of a portion of the residual value of the leased assets. If at the expiration of the initial lease term we do not exercise our option to purchase the leased assets and these assets are sold by the lessor for a price below a predetermined amount, we will reimburse the lessor for a certain portion of the shortfall. These operating leases will expire periodically over the next five years. The estimated maximum aggregate exposure of these guarantees is approximately $1.8 million. | ||
Under our sale of accounts receivable agreement, we guarantee that Universal Forest Products RMS, LLC, as accounts servicer, will remit collections on receivables sold to the bank. (See Note E, Sale of Accounts Receivable.) | ||
On April 1, 2006, we had outstanding letters of credit totaling $38.3 million, primarily related to certain insurance contracts and industrial development revenue bonds, as further described below. | ||
In lieu of cash deposits, we provide irrevocable letters of credit in favor of our insurers to guarantee our performance under certain insurance contracts. We currently have irrevocable letters of credit outstanding totaling approximately $19.8 million for these types of insurance arrangements. We have reserves recorded on our balance sheet, in accrued liabilities, that reflect our expected future liabilities under these insurance arrangements. |
19
We are required to provide irrevocable letters of credit in favor of the bond trustees for all of the industrial development revenue bonds that we have issued. These letters of credit guarantee principal and interest payments to the bondholders. We currently have irrevocable letters of credit outstanding totaling approximately $18.5 million related to our outstanding industrial development revenue bonds. These letters of credit have varying terms but may be renewed at the option of the issuing banks. | ||
Certain wholly owned domestic subsidiaries have guaranteed the indebtedness of Universal Forest Products, Inc. in certain debt agreements, including the Series 1998-A Senior Notes, Series 2002-A Senior Notes and our revolving credit facility. The maximum exposure of these guarantees is limited to the indebtedness outstanding under these debt arrangements and this exposure will expire concurrent with the expiration of the debt agreements. | ||
Our treating operations currently include 30 Subpart W drip pads, defined as hazardous waste management units by the EPA. The rules regulating drip pads require that the pad be closed at the point that it is no longer used to manage hazardous waste. Closure involves identification and disposal of all contamination from the wood treating operations. The ultimate cost of closure is dependent upon a number of factors including, but not limited to, identification and removal of contamination, cleanup standards that vary from state to state, and the time period over which the cleanup would be completed. Based on our knowledge of existing circumstances, it is considered probable that these costs will approximate $465,000. As a result, this amount is recorded in other long-term liabilities on April 1, 2006. | ||
We did not enter into any new guarantee arrangements during the first quarter of 2006 which would require us to recognize a liability on our balance sheet. | ||
K. | SALE OF REAL ESTATE | |
On January 3, 2005, we sold real estate located in Stockton, CA for $2.3 million and recorded a pre-tax gain totaling approximately $1.2 million. |
20
| Strong organic unit sales growth to all four markets that we serve. | |
| A 72% increase in net earnings over the prior year first quarter, which exceeded our 23% unit sales increase, primarily due to: |
| An increase in sales of higher-margin, value-added products to 57% of total sales from 53% of total sales last year | ||
| Economies of scale related to strong organic growth | ||
| Cost reductions achieved through our company-wide innovation program. |
| Improved cash flows from operating activities due to a combination of strong earnings growth and effective working capital management. | |
| A reduction in interest-bearing debt to $204 million from $274 million due primarily to an increase in our sale of receivables program and more effective working capital management. | |
| Our purchase of the assets of Classic Truss Company, Inc. in Fort Pierce, FL in January 2006. |
21
Random Lengths Composite | ||||||||
Average $/MBF | ||||||||
2006 | 2005 | |||||||
January |
$ | 382 | $ | 381 | ||||
February |
377 | 420 | ||||||
March |
368 | 422 | ||||||
First quarter average |
$ | 376 | $ | 408 | ||||
First quarter percentage
change from 2005 |
(7.8 | %) |
Random Lengths SYP | ||||||||
Average $/MBF | ||||||||
2006 | 2005 | |||||||
January |
$ | 496 | $ | 446 | ||||
February |
503 | 489 | ||||||
March |
514 | 501 | ||||||
First quarter average |
$ | 504 | $ | 479 | ||||
First quarter percentage
change from 2005 |
5.2 | % |
22
| 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 with significant inventory levels with low turnover rates, whose selling prices are indexed to the Lumber Market. 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 would include treated lumber, which comprises almost eighteen percent of our total sales. 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. (Please refer to the Risk Factors section of our annual report on form 10-K, filed with the United States Securities and Exchange Commission) |
23
| 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. |
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 | ||||||
Classic
Truss Company, Inc. (Classic) |
January 9, 2006 | Manufactures and distributes engineered wood components for site-built construction. The company is located in Fort Pierce, FL. | ||||||
DecKorators, Inc.
(Deckorators)
|
November 14, 2005 | Provides decorative balusters and accessories for residential decks and porches to independent dealers and certain big box home improvement retailers. The company has locations in Crestwood and St. Louis, MO. | ||||||
24
Company Name | Acquisition Date | Business Description | ||||||
Shawnlee
Construction, LLC
(Shawnlee)
|
June 27, 2005 and April 2, 2004 | Provides framing services for multi-family construction in the Northeast. Located in Plainville, MA. Purchased 50% interest on April 2, 2004, and an additional 25% interest on June 27, 2005. | ||||||
Shepardville
Construction, Inc.
and AW Construction,
LLC (Shepardville
and AW)
|
June 27, 2005 | Installs interior products such as base boards, crown moldings, window sills and casings, doors, and cabinets for commercial and multi-family construction projects. Located in Warwick, RI and Wolcott, CT. | ||||||
Maine Ornamental
Woodworkers, Inc.
(Maine Ornamental)
|
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. | ||||||
For the Three Months Ended | ||||||||
April 1, | March 26, | |||||||
2006 | 2005 | |||||||
Net sales |
100.0 | % | 100.0 | % | ||||
Cost of goods sold |
85.8 | 87.5 | ||||||
Gross profit |
14.2 | 12.5 | ||||||
Selling, general, and
administrative expenses |
9.7 | 9.3 | ||||||
Earnings from operations |
4.5 | 3.2 | ||||||
Interest, net |
0.5 | 0.6 | ||||||
Net gain on sale of real estate |
0.0 | (0.2 | ) | |||||
0.5 | 0.4 | |||||||
Earnings before income taxes
and minority interest |
4.0 | 2.8 |
25
Income taxes |
1.5 | 1.1 | ||||||
Earnings before minority interest |
2.5 | 1.7 | ||||||
Minority interest |
(0.1 | ) | (0.0 | ) | ||||
Net earnings |
2.4 | % | 1.7 | % | ||||
| 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 | ||||||||||||
April 1, | % | March 26, | ||||||||||
Market Classification | 2006 | Change | 2005 | |||||||||
DIY/Retail |
$ | 214,130 | 20.0 | $ | 178,474 | |||||||
Site-Built Construction |
210,229 | 39.3 | 150,955 | |||||||||
Manufactured Housing |
104,779 | 9.7 | 95,494 | |||||||||
Industrial |
136,471 | 21.6 | 112,237 | |||||||||
Total |
$ | 665,609 | 23.9 | $ | 537,160 | |||||||
Note:
|
In the first quarter of 2006, we reviewed the classification of our customers and made certain reclassifications. Prior year information has been restated to reflect these reclassifications. |
26
27
Three Months Ended | ||||||||
April 1, | March 26, | |||||||
2006 | 2005 | |||||||
Value-Added |
57.0 | % | 53.2 | % | ||||
Commodity-Based |
43.0 | % | 46.8 | % |
| Economies of scale realized from our organic sales growth; |
| Cost efficiencies we have achieved through our company-wide innovation program; and |
| Increased sales of higher margin, value-added products. |
28
| Improved profitability of certain non-wholly owned partnerships in 2006, where tax expense is recognized based on our ownership percentage. |
| Amounts accrued in 2005 for foreign earnings expected to be repatriated by one of our Canadian subsidiaries. |
April 1, | March 26, | |||||||
2006 | 2005 | |||||||
Cash from operating activities |
$ | 4,245 | ($56,509 | ) | ||||
Cash from investing activities |
(8,526 | ) | (7,943 | ) | ||||
Cash from financing activities |
(2,326 | ) | 67,574 | |||||
Net change in cash and cash equivalents |
(6,607 | ) | 3,122 | |||||
Cash and cash equivalents, beginning of period |
46,215 | 25,274 | ||||||
Cash and cash equivalents, end of period |
$ | 39,608 | $ | 28,396 | ||||
29
30
31
32
(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 April 1, 2006 (the Evaluation Date), have concluded that, as of such date, our disclosure controls and procedures were effective. |
(b) | Changes in Internal Controls. During the first quarter ended April 1, 2006, 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. |
33
(a) | None. | |
(b) | None. | |
(c) | Issuer purchases of equity securities. |
Fiscal Month | (a) | (b) | (c) | (d) | ||||||||||||
January 1,
2006 February 4, 2006(1) |
1,501,343 | |||||||||||||||
February 5,
2006 March 4, 2006 |
1,501,343 | |||||||||||||||
March 5, 2006 April 1, 2006 |
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 November 14, 2001, the Board of Directors approved a share repurchase program (which succeeded a previous program) allowing us to repurchase up to 2.5 million shares of our common stock. As of April 1, 2006, cumulative total authorized shares available for repurchase is 1.5 million shares. |
34
35
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). |
36
UNIVERSAL FOREST PRODUCTS, INC. | ||||
Date:
May 11, 2006
|
By: | /s/ William G. Currie | ||
William G. Currie | ||||
Its: | Executive Chairman and Chief
Executive Officer |
|||
Date:
May 11, 2006
|
By: | /s/ Michael R. Cole | ||
Michael R. Cole | ||||
Its: | Chief Financial Officer |
37
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:
May 11, 2006
|
/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:
May 11, 2006
|
/s/ Michael R. Cole | |
Michael R. Cole Chief Financial Officer |
UNIVERSAL FOREST PRODUCTS, INC. | ||||
Date:
May 11, 2005
|
By: | /s/ William G. Currie | ||
Its: |
William G. Currie Chief Executive Officer |
UNIVERSAL FOREST PRODUCTS, INC. | ||||
Date:
May 11, 2006
|
By: | /s/ Michael R. Cole | ||
Its: |
Michael R. Cole Chief Financial Officer |