<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended March 27, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
Commission File Number 0-22684
UNIVERSAL FOREST PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-1465835
------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2801 East Beltline NE, Grand Rapids, Michigan 49525
--------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (616) 364-6161
--------------
NONE
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practicable date:
Class Outstanding as of May 1, 1999
-------------------------- -----------------------------
Common stock, no par value 20,793,017
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Page 1 of 24
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
PART I. FINANCIAL INFORMATION.
<S> <C> <C>
Item 1. Financial Statements.
Consolidated Condensed Balance Sheets at March 27, 1999
and December 26, 1998. 3
Consolidated Condensed Statements of Earnings for the Three
Months Ended March 27, 1999 and March 28, 1998. 4
Consolidated Condensed Statements of Shareholders' Equity for the
Three Months Ended March 27, 1999 and March 28, 1998. 5
Consolidated Condensed Statements of Cash Flows for the Three
Months Ended March 27, 1999 and March 28, 1998. 6
Notes to Consolidated Condensed Financial Statements. 7-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 12-21
PART II. OTHER INFORMATION.
Item 1. Legal Proceedings - NONE.
Item 2. Changes in Securities. 22
Item 3. Defaults Upon Senior Securities - NONE.
Item 4. Submission of Matters to a Vote of Security Holders - NONE.
Item 5. Other Information - NONE.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit Index. 24
(b) No reports were filed on Form 8-K during the three
months ended March 27, 1999.
</TABLE>
2
<PAGE> 3
UNIVERSAL FOREST PRODUCTS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
(in thousands, except share data) March 27, December 26,
1999 1998
---------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents..................................................$ 2,189 $ 920
Accounts receivable (net of allowance for doubtful accounts of
$4,236 and $3,540) ...................................................... 92,613 62,846
Inventories:
Raw materials ........................................................ 50,562 36,856
Finished goods ....................................................... 98,151 71,543
--------- ---------
148,713 108,399
Other current assets ...................................................... 7,458 9,712
--------- ---------
TOTAL CURRENT ASSETS ............................................. 250,973 181,877
OTHER ASSETS ................................................................... 10,095 10,978
GOODWILL AND NON-COMPETE AGREEMENTS, NET ....................................... 95,085 95,229
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost .................................... 202,639 193,375
Accumulated depreciation and amortization ................................. (64,495) (61,389)
--------- ---------
PROPERTY, PLANT AND EQUIPMENT, NET ............................... 138,144 131,986
--------- ---------
$ 494,297 $ 420,070
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt ...........................................................$ 2,038 $ 1,997
Accounts payable .......................................................... 60,507 38,751
Accrued liabilities:
Compensation and benefits ............................................ 17,184 28,025
Other ................................................................ 8,415 3,485
Current portion of long-term debt and capital lease obligations ........... 9,182 9,760
--------- ---------
TOTAL CURRENT LIABILITIES ........................................ 97,326 82,018
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS,
less current portion ......................................................... 185,382 132,120
DEFERRED INCOME TAXES .......................................................... 8,100 8,100
OTHER LIABILITIES .............................................................. 6,928 6,249
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, 20,665,500 and 20,710,263 ....................... 20,666 20,710
Additional paid-in capital ................................................ 77,618 77,526
Retained earnings ......................................................... 99,695 95,221
Accumulated other comprehensive earnings .................................. (769) (1,072)
--------- ---------
197,210 192,385
Officers' stock notes receivable .......................................... (649) (802)
--------- ---------
196,561 191,583
--------- ---------
$ 494,297 $ 420,070
========= =========
</TABLE>
See notes to consolidated condensed financial statements.
3
<PAGE> 4
UNIVERSAL FOREST PRODUCTS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Unaudited)
<TABLE>
<CAPTION> Three Months Ended
(in thousands, except per share amounts) -----------------------------
March 27, March 28,
1999 1998
--------- ---------
<S> <C> <C>
NET SALES ...................................................................... $ 300,180 $ 238,197
COST OF GOODS SOLD.............................................................. 258,963 213,705
--------- ---------
GROSS PROFIT.................................................................... 41,217 24,492
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.................................... 29,873 17,189
--------- ---------
EARNINGS FROM OPERATIONS........................................................ 11,344 7,303
OTHER EXPENSE (INCOME):
Interest expense........................................................... 2,919 1,672
Interest income............................................................ (137) (35)
Other, net................................................................. (154) (44)
--------- ----------
TOTAL OTHER EXPENSE................................................... 2,628 1,593
--------- ----------
EARNINGS BEFORE INCOME TAXES.................................................... 8,716 5,710
INCOME TAXES.................................................................... 3,355 2,133
--------- ----------
NET EARNINGS.................................................................... $ 5,361 $ 3,577
========= ==========
EARNINGS PER SHARE - BASIC...................................................... $ 0.26 $ 0.20
EARNINGS PER SHARE - DILUTED.................................................... $ 0.25 $ 0.20
WEIGHTED AVERAGE SHARES OUTSTANDING............................................. 20,710 17,575
WEIGHTED AVERAGE SHARES OUTSTANDING WITH COMMON
STOCK EQUIVALENTS............................................................. 21,415 18,271
</TABLE>
See notes to consolidated condensed financial statements.
4
<PAGE> 5
UNIVERSAL FOREST PRODUCTS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
(in thousands, except share data)
Accumulated
Additional Other Officers'
Common Paid-In Retained Comprehensive Stock Notes
Stock Capital Earnings Earnings Receivable Total
------- ---------- -------- ------------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
BALANCE AS OF 12/26/98................... $20,710 $77,526 $95,221 ($1,072) ($ 802) $191,583
Comprehensive earnings:
Net earnings....................... 5,361
Foreign currency translation
adjustment....................... 303
Total comprehensive earnings......... 5,664
Issuance of 5,237 shares............. 6 92 98
Repurchase of 50,000 shares.......... (50) (887) (937)
Payments received on officers'
stock notes receivable............. 153 153
------- ------- ------- ------ ------ --------
BALANCE AS OF 3/27/99.................... $20,666 $77,618 $99,695 ($ 769) ($ 649) $196,561
======= ======= ======= ====== ====== ========
BALANCE AS OF 12/27/97................... $17,572 $29,855 $70,253 ($ 882) ($ 900) $115,898
Comprehensive earnings:
Net earnings....................... 3,577
Foreign currency translation
adjustment....................... 266
Total comprehensive earnings......... 3,843
Issuance of 4,585 shares............. 5 51 56
Payments received on officers'
stock notes receivable............. 66 66
------- ------- ------- ------- ------ --------
BALANCE AS OF 3/28/98.................... $17,577 $29,906 $73,830 ($ 616) ($ 834) $119,863
======= ======= ======= ====== ====== ========
</TABLE>
See notes to consolidated condensed financial statements.
5
<PAGE> 6
UNIVERSAL FOREST PRODUCTS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------
March 27, March 28,
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings .................................................................. $ 5,361 $ 3,577
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization ............................................ 3,571 2,270
Amortization of non-compete agreements and goodwill ...................... 821 177
Loss (gain) on disposal of property, plant and equipment ................. 17 (24)
Stock Gift and Stock Grant Program expense ............................... 36 22
Changes in:
Accounts receivable .................................................... (29,767) (23,501)
Inventories ............................................................ (40,314) (22,725)
Other .................................................................. 140 (122)
Accounts payable ....................................................... 21,755 4,207
Accrued liabilities .................................................... (3,285) (2,578)
-------- --------
NET CASH USED IN OPERATING ACTIVITIES ............................... (41,665) (38,697)
CASH FLOWS FROM INVESTING ACTIVITIES:
Collection of notes receivable ........................................... 1,030 67
Purchases of property, plant and equipment ............................... (9,746) (6,140)
Proceeds from sale of property, plant and equipment ...................... 81
Business acquisitions .................................................... (18,644)
Purchases of other assets ................................................ (199) (171)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES ................................ (8,915) (24,807)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings of notes payable and revolving credit facilities .......... 53,562 68,900
Proceeds from issuance of common stock ................................... 61 35
Repayment of long-term debt .............................................. (836) (388)
Repurchase of common stock ............................................... (938)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES ............................ 51,849 68,547
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS ..................................... 1,269 5,043
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ................................ 920 3,157
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD ...................................... $ 2,189 $ 8,200
======== ========
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest ................................................................. $ 455 $ 482
Income taxes paid (refund) ............................................... (1,439) 520
NON-CASH INVESTING ACTIVITIES:
Note payable issued in exchange for non-compete agreement ..................... $ 146
</TABLE>
See notes to consolidated condensed financial statements.
6
<PAGE> 7
UNIVERSAL FOREST PRODUCTS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
A. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated condensed financial
statements (the "Financial Statements") of Universal Forest Products,
Inc. and its wholly-owned and majority-owned subsidiaries and
partnerships (together, the "Company"), 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 generally accepted
accounting principles. All significant intercompany accounts and
transactions have been eliminated in consolidation. The equity method of
accounting has been used for the Company's 50% or less owned affiliates
over which the Company has the ability to exercise a significant
influence.
In the opinion of management, the Financial Statements contain all
material adjustments necessary to present fairly the consolidated
financial position, results of operations and cash flows of the Company
for the interim periods presented. All such adjustments are of a normal
recurring nature. These Financial Statements should be read in
conjunction with the financial statements, and footnotes thereto,
included in the Company's Annual Report to Shareholders on Form 10-K for
the fiscal year ended December 26, 1998.
Certain reclassifications have been made to the consolidated condensed
financial statements for the first quarter of 1998 to conform to the
classifications used in the first quarter of 1999.
B. 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).
7
<PAGE> 8
UNIVERSAL FOREST PRODUCTS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED
<TABLE>
<CAPTION>
For the Three Months Ended 3/27/99 For the Three Months Ended 3/28/98
---------------------------------- ----------------------------------
Net Per Net Per
Earnings Shares Share Earnings Shares Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
---------- ------------- ------ ----------- ------------- ------
<S> <C> <C> <C> <C> <C> <C>
EPS - BASIC
Net earnings available to
common shareholders.......... $5,361 20,710 $0.26 $3,577 17,575 $0.20
===== =====
EFFECT OF DILUTIVE SECURITIES
Options...................... 705 696
------ ------
EPS - DILUTED
Net earnings available to
common shareholders and
assumed options
exercised.................... $5,361 21,415 $0.25 $3,577 18,271 $0.20
====== ======= ===== ====== ====== =====
</TABLE>
Options to purchase 270,000 shares of common stock at exercise prices
ranging from $20.00 to $36.01 were outstanding at March 27, 1999, but
were not included in the computation of diluted EPS because the options'
exercise prices were greater than the average market price of the common
stock and, therefore, would be antidilutive.
C. STOCK OPTIONS AND STOCK-BASED COMPENSATION
In January 1999, the Company granted incentive stock options for 231,161
shares of common stock under its Long Term Stock Incentive Plan. Options
were granted to employees and officers of the Company at exercise prices
ranging from $19.75 to $36.01, which equaled or exceeded the market value
of the stock on the date of each grant. The options are exercisable on
various dates from 2002 through 2014, and the option recipients must be
employed by the Company at the time of exercise. Options for 70,000
shares were canceled during the period as a result of terminated
employees.
The Company continues to apply the provisions of APB Opinion No. 25 which
recognizes compensation expense under the intrinsic value method. Had
compensation cost for the stock options granted in 1999 been determined
under the fair value based method defined in SFAS 123, the Company's net
earnings and earnings per share would have been reduced to the following
pro forma amounts for the three months ended March 27, 1999 (in
thousands, except per share amounts).
8
<PAGE> 9
UNIVERSAL FOREST PRODUCTS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED
<TABLE>
<CAPTION>
Three Months Ended
-------------------------
March 27, March 28,
1999 1998
-------------------------
<S> <C> <C>
Net Earnings:
As Reported.............. $5,361 $3,577
Pro Forma................ 5,306 3,496
EPS - Basic:
As Reported.............. .26 .20
Pro Forma................ .26 .20
EPS - Diluted:
As Reported.............. .25 .20
Pro Forma................ .25 .19
</TABLE>
Because the fair value based method of accounting has not been applied to
options granted prior to fiscal year 1996, the resulting pro forma
compensation cost may not be indicative of future amounts.
The fair value of each option granted in 1999 is estimated on the date of
the grant using the Black-Scholes option pricing model with the following
weighted average assumptions.
Risk Free Interest Rate............. 6.20%
Expected Life....................... 6.3 years
Expected Volatility................. 27.75%
Expected Dividend Yield............. 0.40%
D. BUSINESS COMBINATIONS
Each of the following business combinations have been accounted for as a
purchase. Accordingly, in each instance, the purchase price was allocated
to the assets acquired and liabilities assumed based on their fair market
values at the date of acquisition. Any excess of the purchase price over
the fair value of the acquired assets and assumed liabilities was
recorded as goodwill in each transaction. The Company has amortized
goodwill on a straight-line basis over 40 years. The results of
operations of each acquisition is included in the Company's consolidated
financial statements since the date it was acquired.
On March 30, 1998, a subsidiary of the Company acquired 100% of the
outstanding shares of Shoffner Industries, Inc. ("Shoffner") in exchange
for $41.1 million in cash, initially funded through the Company's lines
of credit, and 3 million shares of the Company's common stock. Shoffner
is a manufacturer of engineered roof and floor trusses for commercial and
residential
9
<PAGE> 10
UNIVERSAL FOREST PRODUCTS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED
builders with 14 facilities in 7 states at the time of acquisition. The
excess of the purchase price over the estimated fair value of the
acquired assets and liabilities assumed was $66.6 million.
Shoffner had net sales in fiscal 1997 totaling $90 million.
On April 14, 1998, a subsidiary of the Company acquired substantially all
of the assets and assumed certain liabilities of Atlantic General
Packaging, Inc. ("AGP"), a manufacturer of specialty wood packaging
products. AGP operates one facility in Warrenton, North Carolina. The
total purchase price for the net assets of AGP consisted of cash of $1.0
million, a note payable of $857,000, and 57,950 shares of the Company's
common stock. AGP had net sales in fiscal 1997 totaling $4 million.
On April 20, 1998, a subsidiary of the Company acquired substantially all
of the assets and assumed certain liabilities of Advanced Component
Systems, Inc. ("ACS"), a manufacturer of engineered trusses for
commercial and residential builders. ACS operates one facility in
Lafayette, Colorado. The total purchase price for the net assets of ACS
was $27.0 million of cash, initially funded through the Company's lines
of credit. The excess of the purchase price over the estimated fair value
of the acquired assets and liabilities assumed was $10.6 million.
ACS had net sales in fiscal 1997 totaling $39 million.
On June 4, 1998, a subsidiary of the Company acquired substantially all
of the assets of Industrial Lumber Company, Inc. ("ILC"), a distributor
of low grade cut lumber for packaging. The total purchase price for the
net assets of ILC consisted of $3.0 million in cash, initially funded
through the Company's lines of credit. The Company also exchanged notes
payable totaling $2.2 million for non-compete agreements. The non-compete
agreements are being amortized on a straight-line basis over the ten year
term of the agreements. ILC had net sales in fiscal 1997 totaling $15
million.
On November 4, 1998, a subsidiary of the Company acquired 59% of the
outstanding shares of Nascor Incorporated ("Nascor"), a manufacturer of
engineered trusses, pre-insulated wall panels and I-joists. Nascor
operates out of a single facility in Calgary, Alberta. The Company
exchanged $2.8 million for 5,552,500 shares of Nascor's outstanding
common stock. The transaction was initially funded through the Company's
revolving credit facility. The excess of the purchase price over the
estimated fair value of the acquired assets, assumed liabilities and
minority interest liability was $1.4 million. Nascor had net sales in
fiscal 1997 totaling $13 million.
On December 18, 1998, a subsidiary of the Company acquired a 45% interest
in Pino Exporta, renamed to Pinelli Universal S. de R.L. de C.V.
("Pinelli"), a manufacturer of mouldings and related products. Pinelli
operates out of one facility in Durango, Mexico. The Company exchanged
$3.0 million for its share of the outstanding common stock of Pinelli,
and accounts for its investment utilizing the equity method of
accounting. The Company retains an option to acquire an additional 5%
interest for $1 million. The option expires after December 1, 2001.
10
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UNIVERSAL FOREST PRODUCTS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED
In conjunction with this investment, the Company advanced $3.2 million in
cash to Pinelli in exchange for a note receivable. The note bears
interest at an annual rate of two and one-half percent above the prime
rate and the principal is due no later than December 1, 2003. Pinelli had
net sales in fiscal 1997 totaling $25 million.
In addition, the Company completed other business combinations during
1998 which are not material to its financial condition and results of
operations and have been excluded from the discussion above.
The following unaudited pro forma consolidated results of operations for
the three months ended March 28, 1998 assumes the acquisitions of
Shoffner and ACS occurred on December 27, 1997 (in thousands, except per
share data). The pro forma effects of AGP, ILC, Nascor and certain other
acquisitions are not included because they are not material individually,
or in the aggregate.
<TABLE>
<S> <C>
Net sales........................ $ 268,417
Net earnings..................... 4,144
Earnings per share:
Basic..................... $ 0.20
Diluted................... $ 0.19
Weighted average
shares outstanding:
Basic..................... 20,575
Diluted................... 21,271
</TABLE>
The pro forma results above include certain adjustments to give effect to
amortization of goodwill, interest expense, compensation of management,
certain other adjustments, and related income tax effects. The pro forma
results are not necessarily indicative of the operating results that
would have occurred had the acquisitions been completed as of the
beginning of the period presented, nor are they necessarily indicative of
future operating results.
11
<PAGE> 12
UNIVERSAL FOREST PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RISK FACTORS
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 as a result of, among other
things, the factors set forth below, the matters included in this report
generally, and certain economic and business factors, some of which may be
beyond the control of the Company. Investors are cautioned that all
forward-looking statements involve risks and uncertainty.
Lumber Market Volatility:
The Company experiences significant fluctuations in the cost of lumber
products from primary producers. A variety of factors over which the Company has
no control, including government regulations, environmental regulations, weather
conditions, economic conditions and natural disasters, impact the cost of lumber
products and the Company's selling prices. While the Company attempts to
minimize its risk from severe price fluctuations, substantial, prolonged trends
in lumber prices can affect the Company's financial results. The Company
anticipates that these fluctuations will continue in the future.
Competition:
The Company is subject to competitive selling and pricing pressures in
its major markets. While the Company is generally aware of its existing
competitors' capabilities, it is subject to entry in its markets by new
competitors, which could negatively impact financial results.
Market Growth:
The Company's sales growth is dependent, in part, upon growth within the
markets it serves. If the Company's markets do not achieve anticipated growth,
or if the Company fails to maintain its market share, financial results could be
impaired.
Economic Trends:
As a result of its recent business combinations in the site-built
construction market, management believes the Company's ability to achieve growth
in sales and margins has become more dependent on general economic conditions,
such as interest rates, housing starts and unemployment levels. To the extent
these conditions change significantly in the future, the Company's financial
results could be impacted.
12
<PAGE> 13
UNIVERSAL FOREST PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - CONTINUED
Business Combinations:
The Company has completed several business combinations within the past
eighteen months and plans to continue its acquisition activity in the immediate
future in order to achieve certain strategic objectives. There are many inherent
risks associated with business combinations, including assimilation and
successfully managing growth. While the Company conducts extensive due diligence
and has taken steps to ensure successful assimilation, factors beyond the
Company's control could influence the results of these acquisitions.
Government Regulations:
The Company is subject to a substantial amount of existing government
regulations which create a burden on the Company. Should the Company become
subject to additional laws and regulations enacted in the future, or changes in
interpretation of existing laws, it could have an adverse affect on the
Company's financial results.
Seasonality:
The majority of the Company's products are used in outdoor construction
activities, therefore its sales volume and profits can be negatively affected by
adverse weather conditions in certain geographic markets. In addition, adverse
weather conditions in certain regions can negatively impact the Company's
operations and consequently its productivity and costs per unit.
Please recognize the above risk factors when reviewing the Company's business
prospects.
FLUCTUATIONS IN LUMBER PRICES
The following table presents the Random Lengths framing lumber composite
price for the three months ended March 27, 1999 and March 28, 1998:
13
<PAGE> 14
UNIVERSAL FOREST PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - CONTINUED
<TABLE>
<CAPTION>
Random Lengths
Average $/MBF
--------------
1999 1998
---- ----
<S> <C> <C>
January............................ $370 $360
February........................... 386 375
March.............................. 394 369
Period average..................... $383 $368
Percentage increase................ 4.0%
</TABLE>
The Random Lengths composite price is a weighted average of nine key
framing lumber prices chosen from major producing areas and species. The
composite price is designed as a broad measure of price movement in the
commodity lumber market ("Lumber Market"). The effects of the Lumber Market on
the Company's results of operations are discussed below under the captions "Net
Sales" and "Cost of Goods Sold and Gross Profit."
SEASONALITY
The Company's business is seasonal in nature and results of operations
vary from quarter to quarter. The demand for many of the Company's treated
lumber and outdoor specialty products, such as fencing, decking and lattice,
experience the greatest seasonal effects. Sales of treated lumber also
experience the greatest Lumber Market risk. Sales of treated lumber are
generally at their highest levels between the months of April through August.
This sales peak, combined with capacity constraints in the wood treatment
process, requires the Company to build its inventory of treated lumber
throughout the winter and spring. Since sales prices of treated lumber products
are generally indexed to the Lumber Market at the time they are shipped, the
Company's profits can be negatively affected by prolonged declines in the Lumber
Market during its primary selling season. To mitigate this risk, supply programs
are maintained with vendors that are intended to decrease the Company's
exposure. These programs include those materials which are most susceptible to
adverse changes in the Lumber Market, and also allow the Company to carry a
lower investment in inventories.
RESULTS OF OPERATIONS
The following table presents, for the periods indicated, the components
of the Company's Consolidated Condensed Statements of Earnings as a percentage
of net sales.
14
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UNIVERSAL FOREST PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - CONTINUED
<TABLE>
<CAPTION>
For the Three Months Ended
--------------------------
March 27, March 28,
1999 1998
----------- ---------
<S> <C> <C>
Net sales............................................ 100.0% 100.0%
Cost of goods sold................................... 86.3 89.7
------- -----
Gross profit......................................... 13.7 10.3
Selling, general, and administrative expenses........ 9.9 7.2
------- -----
Earnings from operations............................. 3.8 3.1
Other expense, net................................... 0.9 0.7
------- -----
Earnings before income taxes......................... 2.9 2.4
Income taxes......................................... 1.1 0.9
------- -----
Net earnings......................................... 1.8% 1.5%
======= =====
</TABLE>
NET SALES
The Company manufactures, treats and distributes lumber and other
products to the do-it-yourself (DIY), manufactured housing, wholesale lumber,
industrial and conventional site-built construction markets. The Company's
strategic objectives relative to sales include:
- - Continuing to diversify the Company's end market sales mix by increasing its
sales of specialty wood packaging to industrial users and "engineered wood
products" to the site-built construction market.
- - Maximizing its sales of "value-added" products. Value-added product sales
consist of fencing, decking, lattice and other outdoor specialty products
sold to the DIY market; roof trusses sold to producers of manufactured
homes; specialty wood packaging; and engineered wood products. A long-term
goal of the Company is to achieve a ratio of value-added sales to total
sales of at least 50%.
- - Increasing unit sales to each of the Company's core markets, DIY and
manufactured housing.
In order to measure its progress toward attaining these objectives,
management analyzes the following financial data relative to sales:
- - Sales by market classification.
- - The percentage change in sales attributable to changes in overall selling
prices versus changes in the quantity of units shipped.
- - The ratio of value-added product sales to total sales.
15
<PAGE> 16
UNIVERSAL FOREST PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - CONTINUED
This information is presented in the narrative and tables which follow.
The following table presents, for the periods indicated, the Company's net
sales (in thousands) and percentage of total net sales by market classification.
<TABLE>
<CAPTION>
For the Three Months Ended
---------------------------------------------
March 27, March 28,
Market Classification 1999 % 1998 %
- --------------------- ------------- ------- --------- -------
<S> <C> <C> <C> <C>
DIY............................... $120,177 40.2% $100,794 42.2%
Manufactured Housing.............. 96,258 32.0 95,150 40.0
Wholesale Lumber.................. 16,102 5.4 18,137 7.8
Industrial........................ 20,136 6.6 15,330 6.3
Site-Built Construction........... 47,507 15.8 8,786 3.7
-------- ----- -------- -----
Total $300,180 100.0% $238,197 100.0%
======== ===== ======== =====
</TABLE>
Note: In 1998, the Company reviewed the market classifications of each of
its customers and made certain reclassifications. Prior year sales have been
restated due to these customer reclassifications.
Net sales in the first quarter of 1999 increased $62.0 million, or 26.0%,
compared to the first quarter of 1998, primarily due to an increase in units
shipped, combined with a slight increase in the Lumber Market. The increase in
units shipped was primarily driven by businesses acquired after the first
quarter of 1999 and additional business with the Company's largest DIY customer.
Selling prices were somewhat influenced by the Lumber Market. (See table on Page
14.)
The following table presents, for the periods and markets indicated, the
Company's percentage of value-added and commodity-based sales to total sales.
<TABLE>
<CAPTION>
For the Three Months Ended
---------------------------------------
March 27, 1999 March 28, 1998
-------------- --------------
<S> <C> <C>
Value-Added........................... 41.0% 35.4%
Commodity-Based....................... 59.0% 64.6%
</TABLE>
The increase in the Company's ratio of value-added sales to total sales,
comparing the first quarter of 1999 with the same period of 1998, was primarily
due to businesses acquired after the first quarter of 1998. These businesses
manufacture engineered wood products, specialty packaging and related
components.
16
<PAGE> 17
UNIVERSAL FOREST PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - CONTINUED
DIY Market:
Net sales to the DIY market increased approximately $19 million, or 19.2%
in the first quarter of 1999 compared to the same period of 1998. Approximately
$9 million of this increase was due to sales generated by Shoffner (see footnote
D to the Financial Statements) which manufactures engineered wood products used
in site-built construction. Although the majority of its products are sold
directly to builders (see "Site-Built Construction Market" below), a portion is
sold through certain national retail customers and lumberyards. Existing
operations (operations that were part of the Company at the beginning of 1998)
increased their sales to the DIY market primarily as a result of adding business
with the Company's largest customer in new regions. This increase was offset by
a reduction in sales to two other customers due to more restrictive credit terms
imposed by the Company and competitive factors.
Manufactured Housing Market:
Net sales to the manufactured housing market increased approximately $1
million, or 1.2%, in the first quarter of 1999 compared to the same period of
1998. The Company substantially maintained market share during the period and
the slight increase is primarily due to the effect of the Lumber Market on
overall selling prices.
Wholesale Market:
Net sales to the wholesale market decreased approximately $2 million, or
11.2%, in the first quarter of 1999 compared to the same period of 1998, due to
a reduction in unit sales. The Company is not emphasizing this market in its
strategic initiatives because products sold to this market are primarily
commodity-based, and these sales increasingly put the Company in competition
with its vendor mills.
Industrial Market:
Net sales to the industrial market increased approximately $5 million, or
31.4%, in the first quarter of 1999 compared to the same period of 1998,
primarily due to the 1998 acquisitions of AGP and ILC (see footnote D to the
Financial Statements).
Site-Built Construction Market:
Net sales to the site-built construction market increased approximately
$39 million in the first quarter of 1999 compared to the same period of 1998,
primarily due to the Company's 1998 acquisitions of Shoffner and ACS (see
footnote D to the Financial Statements). In addition,
17
<PAGE> 18
UNIVERSAL FOREST PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - CONTINUED
Structural Lumber Products, Inc., acquired by the Company in December 1997,
increased its sales to this market by 27.0% for the period.
COST OF GOODS SOLD AND GROSS PROFIT
Gross profit as a percentage of net sales increased to 13.7% in the first
quarter of 1999 compared to 10.3% in the same period of 1998. This increase was
primarily due to the following factors:
- - An increase in sales of engineered wood products as a result of 1998 business
acquisitions.
- - An improvement in results from sales of trusses to the manufactured housing
market over historically low levels realized in the first quarter of 1998
and 1997.
- - Improved margins on products sold to the industrial market in the Company's
Far West Region, primarily due to the 1998 acquisition of ILC.
- - Higher margins on the sale of certain commodity-based products. This was
primarily due to an upward trend in the Lumber Market throughout the first
quarter of 1999.
- - Improved margins on certain value-added products sold to the DIY market.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses ("SG&A") increased
approximately $12.6 million, or 73.2%, comparing the first quarter of 1999 with
the same period of 1998. This increase was primarily due to:
- - Expenses added through business acquisitions and other new operations. The
SG&A of these operations totaled approximately $8.3 million in the first
quarter of 1999.
- - An increase in selling and administrative headcount to support the growth of
the business.
- - Costs associated with research and development projects.
- - An increase in incentive compensation expenses tied to profitability and
return on investment objectives.
- - Increases in direct selling and marketing expenses tied to sales.
- - An increase in amortization of goodwill and non-compete agreements as a
result of business acquisitions.
OTHER EXPENSE, NET
Other expense, net is primarily comprised of interest expense and
interest income. Net interest costs (interest expense less interest income)
increased approximately $1.2 million in the first quarter of 1999 compared to
the same period of 1998, primarily due to acquisition-related debt and a greater
investment in working capital.
18
<PAGE> 19
UNIVERSAL FOREST PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - CONTINUED
INCOME TAXES
The Company's effective tax rate is 38.5% in the first quarter of 1999
compared to 37.4% in the same period of 1998. Effective tax rates differ from
statutory federal income tax rates, primarily due to:
- - Provisions for state and local income taxes, which can vary from year to year
based on changes in income generated by the Company in each of the states in
which it operates.
- - Permanent tax differences.
The Company recognized a comparatively higher effective tax rate in the
first quarter of 1999 due to an estimated increase in state and local income
taxes combined with a permanent tax difference related to a business
acquisition.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows used in operating activities totaled $41.7 million in the
first quarter of 1999 compared to $38.7 million in the same period of 1998 (see
caption entitled "Seasonality" for discussion of seasonal factors and working
capital requirements). This increase is primarily due to greater investment in
working capital as a result of growth in the business, offset by higher earnings
and non-cash expenses as a result of 1998 business acquisitions.
Due to the seasonality of the Company's business and the effects of the
Lumber Market, management believes the Company's cash cycle (days sales
outstanding plus days supply of inventory less days payables outstanding) is the
best indicator of its working capital management. The Company's cash cycle
decreased to 49 days in the first quarter of 1999 from 57 days in the first
quarter of 1998. This net decrease was primarily due to better inventory
management throughout the first quarter of 1999. In the first half of 1998, the
Company's operations carried higher levels of inventory in relationship to sales
than was necessary. Since that time, operations management improved its control
over this area.
Capital expenditures totaled $9.7 million in the first quarter of 1999
compared to $6.1 million in the same period of 1998. The increase was primarily
due to an increase in new facilities purchased during the first quarter of 1999
and an investment in a fractional ownership of an airplane. The purchase price
for the new facilities totaled almost $4 million. The remaining amounts spent
in the first quarter were primarily for expanding production capacity and
replacing and/or upgrading certain equipment. The Company expects to spend
between $25 million and $30 million on capital expenditures for the balance of
1999, primarily to expand its operations into new regions. On March
19
<PAGE> 20
UNIVERSAL FOREST PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - CONTINUED
27, 1999, outstanding purchase commitments on capital projects totaled
approximately $16.4 million. The Company intends to satisfy these commitments
utilizing its revolving credit facility.
The Company spent $18.6 million in the first quarter of 1998 to acquire
the assets of Structural Lumber Products, Inc. While the Company did not
complete any business acquisitions in the first quarter of 1999, it plans to
continue to execute its acquisition strategy for the balance of the year and
will consider issuing additional long-term debt and/or common stock as part of a
transaction.
Cash flows provided by financing activities totaled approximately $52
million in the first quarter of 1999 compared to $69 million in the same period
of 1998. The decrease was due to $18.6 million of acquisition-related debt
incurred in the first quarter of 1998. The remaining increase primarily resulted
from greater working capital requirements and higher capital expenditures in the
first quarter of 1999.
On March 27, 1999, the Company had $49.6 million outstanding on its $175
million revolving credit facility. Seasonal working capital requirements are not
expected to exceed $70 million in 1999. The Company experiences its greatest
working capital requirements during the period from March through July.
ENVIRONMENTAL CONSIDERATIONS AND REGULATIONS
The Company is self-insured for environmental impairment liability, and
accrues for the estimated cost of monitoring or remedial activities. As of May
1, 1999, the Company owns and/or operates twenty facilities throughout the
United States that treat lumber products with a chemical preservative. In
accordance with applicable federal, state and local environmental laws,
ordinances and regulations, the Company may be potentially liable for costs and
expenses related to the environmental condition of the Company's real property.
The Company has established reserves for remedial activities at its Northeast,
MD; Union City, GA; Stockertown, PA; Elizabeth City, NC, and Schertz, TX
facilities.
The Company has accrued, in other current and long-term liabilities,
amounts totaling $2.3 million and $2.2 million at March 27, 1999 and March 28,
1998 for the activities described above. Management believes that the potential
future costs of known remediation efforts will not have a material adverse
effect on its future financial position, results of operations or liquidity.
20
<PAGE> 21
UNIVERSAL FOREST PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - CONTINUED
"THE YEAR 2000"
The Company has reviewed its primary business and financial systems, and
has concluded it will not have any material "Year 2000" issues with the computer
programs which drive these systems. Accordingly, management does not expect to
incur any programming costs in this area. The Company believes its risks
associated with the "Year 2000" relate primarily to its customers, suppliers,
service providers and possible disruptions in the overall economy. Management is
currently reviewing the systems of its significant customers and vendors, as
well as its other ancillary systems, and has detected no material issues to
date. This review is expected to be completed in June 1999, and have
incremental costs totaling approximately $50,000. Although there can be no
absolute assurances that there will not be a material adverse effect on the
Company if third parties do not resolve their "Year 2000" issues in a timely
manner, the Company believes its activities will minimize these risks. The
Company will continue to evaluate and develop contingency plans as a result of
its "Year 2000" assessment.
21
<PAGE> 22
UNIVERSAL FOREST PRODUCTS, INC.
PART II. OTHER INFORMATION
Item 2. Changes in Securities.
(a) None.
(b) None.
(c) Sales of equity securities not registered under the Securities Act.
<TABLE>
<CAPTION>
Date of Class of Number Consideration
Grant Stock of Shares Purchasers Exchanged
------- -------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Employee Stock Gift Program Various Common 50 Eligible officers None
and employees
Directors' Stock Grant Program 01/26/99 Common 1,800 Directors Director
services
</TABLE>
22
<PAGE> 23
UNIVERSAL FOREST PRODUCTS, INC.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNIVERSAL FOREST PRODUCTS, INC.
Date: May 10, 1999 By: /s/ William G. Currie
-------------------------- ---------------------------------------
William G. Currie
Its: President and Chief Executive Officer
Date: May 10, 1999 By: /s/ Elizabeth A. Nickels
-------------------------- ---------------------------------------
Elizabeth A. Nickels
Its: Executive Vice President of Finance and
Administration and Treasurer (Principal
Financial Officer)
23
<PAGE> 24
UNIVERSAL FOREST PRODUCTS, INC.
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
27 Financial Data Schedule 25
24
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-25-1999
<PERIOD-START> DEC-27-1998
<PERIOD-END> MAR-27-1999
<CASH> 2,189
<SECURITIES> 0
<RECEIVABLES> 96,849
<ALLOWANCES> 4,236
<INVENTORY> 148,713
<CURRENT-ASSETS> 250,973
<PP&E> 202,639
<DEPRECIATION> 64,495
<TOTAL-ASSETS> 494,297
<CURRENT-LIABILITIES> 97,326
<BONDS> 0
0
0
<COMMON> 20,666
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 494,297
<SALES> 300,180
<TOTAL-REVENUES> 300,180
<CGS> 258,963
<TOTAL-COSTS> 258,963
<OTHER-EXPENSES> 29,873
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,919
<INCOME-PRETAX> 8,716
<INCOME-TAX> 3,355
<INCOME-CONTINUING> 5,361
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,361
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.25
</TABLE>
