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 | (I.R.S. Employer | |
incorporation or organization) | Identification Number) | |
2801 East Beltline NE, Grand Rapids, Michigan | 49525 | |
(Address of principal executive offices) | (Zip Code) |
Large Accelerated Filer þ | Accelerated Filer o | Non-Accelerated Filer o | Smaller reporting company: o | ||||
(Do not check if a smaller reporting company) |
Class | Outstanding as of March 29, 2008 | |
Common stock, no par value | 18,940,741 |
Page No. | ||||||||
PART I. FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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3 | ||||||||
4 | ||||||||
5 | ||||||||
6-7 | ||||||||
8-16 | ||||||||
17-27 | ||||||||
28 | ||||||||
29 | ||||||||
Item 1. Legal Proceedings NONE |
||||||||
Item 1A. Risk Factors NONE |
||||||||
30 | ||||||||
Item 3. Defaults Upon Senior Securities NONE |
||||||||
Item 4. Submission of Matters to a Vote of Security Holders NONE |
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30 | ||||||||
31 | ||||||||
Exhibit 31(a) | ||||||||
Exhibit 31(b) | ||||||||
Exhibit 32(a) | ||||||||
Exhibit 32(b) |
2
March 29, | December 29, | March 31, | ||||||||||
2008 | 2007 | 2007 | ||||||||||
ASSETS |
||||||||||||
CURRENT ASSETS: |
||||||||||||
Cash and cash equivalents |
$ | 33,584 | $ | 43,605 | $ | 44,024 | ||||||
Accounts receivable, net |
161,896 | 142,562 | 195,617 | |||||||||
Inventories: |
||||||||||||
Raw materials |
135,767 | 120,805 | 152,645 | |||||||||
Finished goods |
124,525 | 115,063 | 133,108 | |||||||||
260,292 | 235,868 | 285,753 | ||||||||||
Assets held for sale |
10,412 | 33,624 | 17,115 | |||||||||
Prepaid income taxes |
7,799 | 15,077 | 4,002 | |||||||||
Other current assets |
30,204 | 29,789 | 18,190 | |||||||||
TOTAL CURRENT ASSETS |
504,187 | 500,525 | 564,701 | |||||||||
OTHER ASSETS |
7,747 | 8,094 | 7,881 | |||||||||
GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS |
155,053 | 150,272 | 147,514 | |||||||||
OTHER INTANGIBLE ASSETS, net |
27,407 | 23,849 | 38,844 | |||||||||
PROPERTY, PLANT AND EQUIPMENT: |
||||||||||||
Property, plant and equipment |
509,716 | 513,003 | 511,396 | |||||||||
Accumulated depreciation and amortization |
(242,668 | ) | (238,743 | ) | (223,906 | ) | ||||||
PROPERTY, PLANT AND EQUIPMENT, NET |
267,048 | 274,260 | 287,490 | |||||||||
TOTAL ASSETS |
$ | 961,442 | $ | 957,000 | $ | 1,046,430 | ||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||
CURRENT LIABILITIES: |
||||||||||||
Accounts payable |
$ | 103,198 | $ | 83,505 | $ | 119,006 | ||||||
Accrued liabilities: |
||||||||||||
Compensation and benefits |
47,864 | 49,558 | 46,427 | |||||||||
Other |
29,412 | 28,717 | 26,035 | |||||||||
Current portion of long-term debt and capital lease obligations |
1,012 | 945 | 1,223 | |||||||||
TOTAL CURRENT LIABILITIES |
181,486 | 162,725 | 192,691 | |||||||||
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion |
194,277 | 205,126 | 278,198 | |||||||||
DEFERRED INCOME TAXES |
24,469 | 24,536 | 24,202 | |||||||||
MINORITY INTEREST |
10,837 | 10,376 | 10,743 | |||||||||
OTHER LIABILITIES |
17,376 | 17,569 | 16,254 | |||||||||
TOTAL LIABILITIES |
428,445 | 420,332 | 522,088 | |||||||||
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, 18,940,741, 18,907,841 and 18,968,009 |
$ | 18,941 | $ | 18,908 | $ | 18,968 | ||||||
Additional paid-in capital |
124,457 | 123,368 | 119,311 | |||||||||
Retained earnings |
386,677 | 391,253 | 384,817 | |||||||||
Accumulated other comprehensive earnings |
4,460 | 4,704 | 2,395 | |||||||||
534,535 | 538,233 | 525,491 | ||||||||||
Employee stock notes receivable |
(1,538 | ) | (1,565 | ) | (1,149 | ) | ||||||
TOTAL SHAREHOLDERS EQUITY |
532,997 | 536,668 | 524,342 | |||||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 961,442 | $ | 957,000 | $ | 1,046,430 | ||||||
3
Three Months Ended | ||||||||
March 29, | March 31, | |||||||
2008 | 2007 | |||||||
NET SALES |
$ | 489,512 | $ | 549,038 | ||||
COST OF GOODS SOLD |
434,692 | 475,518 | ||||||
GROSS PROFIT |
54,820 | 73,520 | ||||||
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES |
59,351 | 63,458 | ||||||
EARNINGS (LOSS) FROM OPERATIONS |
(4,531 | ) | 10,062 | |||||
INTEREST EXPENSE |
3,594 | 4,324 | ||||||
INTEREST INCOME |
(373 | ) | (582 | ) | ||||
3,221 | 3,742 | |||||||
EARNINGS (LOSS) BEFORE INCOME TAXES
AND MINORITY
INTEREST |
(7,752 | ) | 6,320 | |||||
INCOME TAXES |
(3,350 | ) | 2,068 | |||||
EARNINGS (LOSS) BEFORE MINORITY INTEREST |
(4,402 | ) | 4,252 | |||||
MINORITY INTEREST |
(174 | ) | (366 | ) | ||||
NET EARNINGS (LOSS) |
$ | (4,576 | ) | $ | 3,886 | |||
EARNINGS (LOSS) PER SHARE BASIC |
$ | (0.24 | ) | $ | 0.20 | |||
EARNINGS (LOSS) PER SHARE DILUTED |
$ | (0.24 | ) | $ | 0.20 | |||
WEIGHTED AVERAGE SHARES OUTSTANDING
FOR BASIC EARNINGS (LOSS) |
18,996 | 18,985 | ||||||
WEIGHTED AVERAGE SHARES OUTSTANDING
FOR DILUTED
EARNINGS (LOSS) |
18,996 | 19,409 |
4
Accumulated | ||||||||||||||||||||||||
Other | Employees | |||||||||||||||||||||||
Additional Paid- | Retained | Comprehensive | Stock Notes | |||||||||||||||||||||
Common Stock | In Capital | Earnings | Earnings | Receivable | Total | |||||||||||||||||||
Balance at December 30, 2006 |
$ | 18,859 | $ | 113,754 | $ | 380,931 | $ | 2,451 | $ | (1,253 | ) | $ | 514,742 | |||||||||||
Comprehensive earnings: |
||||||||||||||||||||||||
Net earnings |
3,886 | |||||||||||||||||||||||
Foreign currency
translation adjustment |
(56 | ) | ||||||||||||||||||||||
Total comprehensive earnings |
3,830 | |||||||||||||||||||||||
Issuance of 84,477 shares under
employee stock plans |
84 | 1,650 | 1,734 | |||||||||||||||||||||
Issuance of 2,622 shares under
stock grant programs |
3 | 119 | 122 | |||||||||||||||||||||
Issuance of 23,755 shares under
deferred compensation plans |
24 | (24 | ) | | ||||||||||||||||||||
Received 1,737 shares for the
exercise of stock options |
(2 | ) | (83 | ) | (85 | ) | ||||||||||||||||||
Tax benefits from non-qualified
stock options exercised |
484 | 484 | ||||||||||||||||||||||
Expense associated with
share-based compensation
arrangements |
127 | 127 | ||||||||||||||||||||||
Accrued expense under
deferred compensation plans |
3,284 | 3,284 | ||||||||||||||||||||||
Payments received on employee
stock notes receivable |
104 | 104 | ||||||||||||||||||||||
Balance at March 31, 2007 |
$ | 18,968 | $ | 119,311 | $ | 384,817 | $ | 2,395 | $ | (1,149 | ) | $ | 524,342 | |||||||||||
Balance at December 29, 2007 |
$ | 18,908 | $ | 123,368 | $ | 391,253 | $ | 4,704 | $ | (1,565 | ) | $ | 536,668 | |||||||||||
Comprehensive earnings: |
||||||||||||||||||||||||
Net loss |
(4,576 | ) | ||||||||||||||||||||||
Foreign currency
translation adjustment |
(244 | ) | ||||||||||||||||||||||
Total comprehensive loss |
(4,820 | ) | ||||||||||||||||||||||
Issuance of 20,476 shares under
employee stock plans |
21 | 368 | 389 | |||||||||||||||||||||
Issuance of 2,444 shares under
stock grant programs |
2 | 65 | 67 | |||||||||||||||||||||
Issuance of 9,980 shares under
deferred compensation plans |
10 | (10 | ) | | ||||||||||||||||||||
Tax benefits from non-qualified
stock options exercised |
43 | 43 | ||||||||||||||||||||||
Expense associated with
share-based compensation
arrangements |
250 | 250 | ||||||||||||||||||||||
Accrued expense under
deferred compensation plans |
373 | 373 | ||||||||||||||||||||||
Payments received on employee
stock notes receivable |
27 | 27 | ||||||||||||||||||||||
Balance at March 29, 2008 |
$ | 18,941 | $ | 124,457 | $ | 386,677 | $ | 4,460 | $ | (1,538 | ) | $ | 532,997 | |||||||||||
5
Three Months Ended | ||||||||
March 29, | March 31, | |||||||
2008 | 2007 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net earnings (loss) |
$ | (4,576 | ) | $ | 3,886 | |||
Adjustments to reconcile net earnings to net cash from operating activities: |
||||||||
Depreciation |
9,601 | 9,146 | ||||||
Amortization of intangibles |
2,280 | 2,367 | ||||||
Expense associated with share-based
compensation arrangements |
250 | 127 | ||||||
Expense associated with stock grant plans |
67 | 122 | ||||||
Deferred income taxes |
(85 | ) | (50 | ) | ||||
Minority interest |
174 | 366 | ||||||
Net loss on sale or impairment of
property, plant and equipment |
262 | 23 | ||||||
Changes in: |
||||||||
Accounts receivable |
(17,053 | ) | (33,439 | ) | ||||
Inventories |
(21,954 | ) | (23,321 | ) | ||||
Accounts payable |
18,600 | 24,891 | ||||||
Accrued liabilities and other |
7,077 | (11,249 | ) | |||||
Excess tax benefits from share-based compensation arrangements |
(26 | ) | (437 | ) | ||||
NET CASH FROM OPERATING ACTIVITIES |
(5,383 | ) | (27,568 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchase of property, plant and equipment |
(5,612 | ) | (8,638 | ) | ||||
Acquisitions, net of cash received |
(14,100 | ) | (54,770 | ) | ||||
Proceeds from sale of property, plant and equipment |
26,660 | 267 | ||||||
Collections of notes receivable |
332 | 109 | ||||||
Advances on notes receivable |
(815 | ) | | |||||
Other, net |
16 | 103 | ||||||
NET CASH FROM INVESTING ACTIVITIES |
6,481 | (62,929 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Net borrowings (repayments) under revolving credit facilities |
(11,271 | ) | 106,488 | |||||
Repayment of long-term debt |
(104 | ) | (24,525 | ) | ||||
Proceeds from issuance of common stock |
389 | 1,649 | ||||||
Distributions to minority shareholders |
(146 | ) | (371 | ) | ||||
Excess tax benefits from share-based compensation arrangements |
26 | 437 | ||||||
Other, net |
(13 | ) | (265 | ) | ||||
NET CASH FROM FINANCING ACTIVITIES |
(11,119 | ) | 83,413 | |||||
NET CHANGE IN CASH AND CASH EQUIVALENTS |
(10,021 | ) | (7,084 | ) | ||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |
43,605 | 51,108 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ | 33,584 | $ | 44,024 | ||||
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: |
||||||||
Cash paid (refunded) during the period for: |
||||||||
Interest |
$ | 1,436 | $ | 1,779 | ||||
Income taxes |
(10,521 | ) | (9,952 | ) |
6
Three Months Ended | ||||||||
March 29, | March 31, | |||||||
2008 | 2007 | |||||||
NON-CASH FINANCING ACTIVITIES: |
||||||||
Common stock issued under deferred compensation plans |
$ | 289 | $ | 1,283 |
7
A. | BASIS OF PRESENTATION |
|
The accompanying unaudited, interim, consolidated, condensed financial statements (the
Financial Statements) include our accounts and those of our wholly-owned and majority-owned
subsidiaries and partnerships, and have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission. Accordingly, the Financial Statements do not include
all of the information and footnotes normally included in the annual consolidated financial
statements prepared in accordance with accounting principles generally accepted in the United
States. All significant intercompany transactions and balances have been eliminated. |
||
In our opinion, the Financial Statements contain all material adjustments necessary to present
fairly our consolidated financial position, results of operations and cash flows for the
interim periods presented. All such adjustments are of a normal recurring nature. These
Financial Statements should be read in conjunction with the annual consolidated financial
statements, and footnotes thereto, included in our Annual Report to Shareholders on Form 10-K
for the fiscal year ended December 29, 2007. |
||
Certain reclassifications have been made to the Financial Statements for 2007 to conform to
the classifications used in 2008. |
||
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). This
new standard establishes a framework for measuring the fair value of assets and liabilities.
This framework is intended to provide increased consistency in how fair value determinations
are made under various existing accounting standards which permit, or in some cases require,
estimates of fair market value. SFAS No. 157 also expands financial statement disclosure
requirements about a companys use of fair value measurements, including the effect of such
measures on earnings. We adopted this new accounting guidance at the beginning of the fiscal
year ending December 27, 2008. The adoption has not had a material impact on our consolidated
financial statements. |
||
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities (SFAS No. 159). SFAS No. 159 allows companies to choose to
measure certain financial instruments and certain other items at fair value. The statement
requires that unrealized gains and losses are reported in earnings for items measured using
the fair value option and establishes presentation and disclosure requirements. We adopted
this new accounting guidance at the beginning of the fiscal year ending December 27, 2008. The
adoption has not had a material impact on our consolidated financial statements. |
8
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 becomes
apparent. |
||
The following table presents the balances of percentage-of-completion accounts which are
included in other current assets and accrued liabilities: other, respectively (in thousands): |
March 29, | March 31, | |||||||
2008 | 2007 | |||||||
Cost and Earnings in Excess of Billings |
$ | 12,225 | $ | 3,490 | ||||
Billings in Excess of Cost and Earnings |
8,421 | 4,489 |
C. | EARNINGS PER 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 03/29/08 | Three Months Ended 03/31/07 | |||||||||||||||||||||||
Per | Per | |||||||||||||||||||||||
Income | Shares | Share | Income | Shares | Share | |||||||||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | |||||||||||||||||||
Net Earnings |
$ | (4,576 | ) | $ | 3,886 | |||||||||||||||||||
EPS Basic |
||||||||||||||||||||||||
Income available to
common stockholders |
(4,576 | ) | 18,996 | $ | (0.24 | ) | 3,886 | 18,985 | $ | 0.20 | ||||||||||||||
Effect of dilutive
securities |
||||||||||||||||||||||||
Options |
424 | |||||||||||||||||||||||
EPS Diluted |
||||||||||||||||||||||||
Income available to
common
stockholders and
assumed options
exercised |
$ | (4,576 | ) | 18,996 | $ | (0.24 | ) | $ | 3,886 | 19,409 | $ | 0.20 | ||||||||||||
9
Options to purchase shares
and certain other shares of common stock were not included in the
computation of diluted EPS because they were antidilutive given the net loss for the quarter
ended March 29, 2008. |
||
No outstanding options were excluded from the computation of diluted EPS for the quarter ended
March 31, 2007. |
||
D. | SALE OF ACCOUNTS RECEIVABLE |
|
On March 8, 2006 we entered into an accounts receivable sale arrangement with a bank. Under
the terms of this arrangement: |
| We sell specific receivables to the bank at an agreed-upon price at terms ranging from
one month to one year. |
||
| We service the receivables sold and outstanding on behalf of the bank at a rate of
0.50% per annum. |
||
| We receive an incentive servicing fee, which we account for as a retained interest in
the receivables sold. Our retained interest is determined based on the fair market value
of anticipated collections in excess of the Agreed Base Value of the receivables sold.
Appropriate valuation allowances are recorded against the retained interest. |
||
| The maximum amount of receivables, net of retained interest, which may be sold and
outstanding at any point in time under this arrangement is $50 million. |
On March 29, 2008 $54.1 million of receivables were sold and outstanding, and we recorded $4.1
million of retained interest in other current assets. On March 31, 2007, $52.8 million of
receivables were sold and outstanding, and we recorded $4.0 million of retained interest in
other current assets. A summary of the transactions we completed for the first three months
of 2008 and 2007 are presented below (in thousands). |
Three Months Ended | Three Months Ended | |||||||
March 29, 2008 | March 31, 2007 | |||||||
Accounts receivable sold |
$ | 111,940 | $ | 119,538 | ||||
Retained interest in receivables |
(2,432 | ) | (1,887 | ) | ||||
Expense from sale |
(372 | ) | (596 | ) | ||||
Servicing fee received |
47 | 47 | ||||||
Net cash received from sale |
$ | 109,183 | $ | 117,102 | ||||
10
E. | ASSETS HELD FOR SALE |
|
Included in assets held for sale is certain property, plant and equipment totaling $10.4
million at March 29, 2008 and $17.1 million at March 31, 2007. We evaluated certain property,
plant and equipment under the requirements of SFAS No. 144. The held for sale assets consist
of certain vacant land and several facilities we closed to better align manufacturing capacity
with the current business environment. The fair values were determined based on the
appraisals or recent offers to acquire the assets and are included in our Eastern and Western
operating segments. |
||
F. | GOODWILL AND OTHER INTANGIBLE ASSETS |
|
The following amounts were included in other intangible assets, net (in thousands): |
March 29, 2008 | March 31, 2007 | |||||||||||||||
Accumulated | Accumulated | |||||||||||||||
Assets | Amortization | Assets | Amortization | |||||||||||||
Non-compete agreements |
$ | 26,710 | $ | (12,000 | ) | $ | 38,641 | $ | (11,288 | ) | ||||||
Licensing agreements |
4,050 | (1,181 | ) | 2,510 | (2,495 | ) | ||||||||||
Customer relationships |
13,814 | (6,336 | ) | 14,587 | (3,123 | ) | ||||||||||
Patents |
2,980 | (630 | ) | |||||||||||||
Backlog |
693 | (681 | ) | |||||||||||||
Total |
$ | 47,554 | $ | (20,147 | ) | $ | 56,431 | $ | (17,587 | ) | ||||||
The estimated amortization expense for intangible assets as of March 29, 2008 for each of the
five succeeding fiscal years is as follows (in thousands): |
2008 |
$ | 7,050 | ||
2009 |
7,439 | |||
2010 |
6,473 | |||
2011 |
4,211 | |||
2012 |
1,604 | |||
Thereafter |
630 |
11
The changes in the net carrying amount of goodwill and indefinite-lived intangible assets for
the three months ended March 29, 2008 and March 31, 2007 are as follows (in thousands): |
Indefinite- | ||||||||
Lived | ||||||||
Intangible | ||||||||
Goodwill | Assets | |||||||
Balance as of December 29, 2007 |
$ | 147,932 | $ | 2,340 | ||||
Acquisitions |
5,029 | |||||||
Other, net |
(248 | ) | ||||||
Balance as of March 29, 2008 |
$ | 152,713 | $ | 2,340 | ||||
Balance as of December 30, 2006 |
$ | 152,837 | $ | 2,340 | ||||
Acquisitions |
1,327 | |||||||
Preliminary purchase price allocations |
(9,000 | ) | ||||||
Other, net |
10 | |||||||
Balance as of March 31, 2007 |
$ | 145,174 | $ | 2,340 | ||||
G. | STOCK-BASED COMPENSATION |
|
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 1999 Long Term Stock Incentive Plan. |
||
We account for share-based compensation using the fair value recognition provisions of FASB
Statement No. 123(R), Share-Based Payment, (SFAS 123(R)), which we adopted using the
modified-prospective-transition method effective January 1, 2006. |
||
H. | COMMITMENTS, CONTINGENCIES, AND GUARANTEES |
|
We are self-insured for environmental impairment liability, including certain liabilities
which are insured 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 affiliates facilities in
Stockertown, PA; Elizabeth City, NC; Auburndale, FL; Janesville, WI; Medley, FL; and Ponce, PR
wood preservation facilities. In addition, a reserve was established for our affiliates
facility in Thornton, CA to remove asbestos and certain lead containing materials which
existed on the property at the time of purchase. |
12
On a consolidated basis, we have reserved approximately $4.4 million on March 29, 2008 and
$4.1 million on March 31, 2007, representing the estimated costs to complete future
remediation efforts. These amounts have 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, borates or ProWood®
Micro. |
||
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 results of
the EPA study are consistent with a prior Consumer Products Safety Commission (CPSC) study
which reached a similar conclusion. 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 was expected to issue a
final report at the end of 2007. |
||
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 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. |
||
In addition, on March 29, 2008, 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 March 29, 2008, we had outstanding purchase commitments on capital projects of
approximately $3.3 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 March 29, 2008, we had approximately $29.0 million in
outstanding payment and performance bonds, which expire during the next two years. In
addition, approximately $19.3 million in payment and performance bonds are outstanding for
completed projects which are still under warranty. |
13
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 $2.2
million. |
||
Under our sale of accounts receivable agreement, we guarantee that a subsidiary, as accounts
servicer, will remit collections on receivables sold to the bank. (See Note D, Sale of
Accounts Receivable.) |
||
On March 29, 2008, we had outstanding letters of credit totaling $34.1 million, primarily
related to certain insurance contracts, industrial development revenue bonds and commercial
trade, 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 $17.4 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. |
||
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 $16.1 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. |
||
We are required to provide irrevocable commercial letters of credit in favor of certain import
vendors to guarantee our payment upon their performance under certain import purchase orders.
We currently have irrevocable commercial letters of credit outstanding totaling approximately
$0.4 million related to pending import purchase orders. |
||
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. |
14
Our treating operations utilize 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 contamination which requires removal 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 present knowledge
of existing circumstances, it is considered probable that these costs will approximate $0.4
million. As a result, this amount is recorded in other long-term liabilities on March 29,
2008. |
||
We did not enter into any new guarantee arrangements during the first quarter of 2008 which
would require us to recognize a liability on our balance sheet. |
||
I. | ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES |
|
In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48) Accounting for
Uncertainty in Income Taxes. FIN 48 clarifies the accounting for income taxes by prescribing
the minimum recognition threshold a tax position is required to meet before being recognized
in the financial statements. FIN 48 also provides guidance on derecognition, measurement,
classification, interest and penalties, and disclosure requirements. FIN 48 is effective for
fiscal years beginning after December 15, 2006. Accordingly, we adopted FIN 48 beginning
December 31, 2006. The implementation of FIN 48 did not have a significant impact on our
financial position or results of operations. |
||
As of the beginning of fiscal year 2008, we had unrecognized tax benefits of $8.7 million
including accrued interest and penalties. There have been no significant changes in the
unrecognized tax benefits during the first quarter ending March 29, 2008. If recognized, the
effective tax rate would be affected by the unrecognized tax benefits. |
||
We recognize interest and penalties related to unrecognized tax benefits, which are included
in Income Taxes. Interest and penalties accrued as of March 29, 2008 are insignificant.
Interest and penalties recorded during the quarter ended March 29, 2008 were not considered
significant. |
||
We are subject to periodic audits by domestic and foreign tax authorities. Currently, we are
undergoing routine periodic audits in domestic jurisdictions. It is reasonably possible that
the amounts of unrecognized tax benefits could change in the next 12 months as a result of the
audits. Based on the current audits in process, the payment of taxes as a result of audit
settlements could be from $0.1 million to $5.5 million. |
||
For the majority of tax jurisdictions, we are no longer subject to income tax examinations by
tax authorities for years before 2004. |
15
J. | SEGMENT REPORTING |
|
SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information (SFAS 131)
defines operating segments as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. |
||
Under the definition of a segment, our Eastern, Western and Consumer Products Divisions may be
considered an operating segment of our business. Under SFAS 131, segments may be aggregated
if the segments have similar economic characteristics and if the nature of the products,
distribution methods, customers and regulatory environments are similar. Based on this
criteria, we have aggregated our Eastern and Western Divisions into one reporting segment. Our
Consumer Products Division is included in the All Other column in the table below. Our
divisions operate manufacturing and treating facilities throughout North America. A summary of
results for the first three months of 2008 and 2007 are presented below (in thousands). |
Three Months Ended 03/29/08 | Three Months Ended 03/31/07 | |||||||||||||||||||||||
Eastern | Eastern | |||||||||||||||||||||||
and | and | |||||||||||||||||||||||
Western | Western | |||||||||||||||||||||||
Divisions | All Other | Total | Divisions | All Other | Total | |||||||||||||||||||
Net sales to outside customers |
$ | 474,255 | $ | 15,257 | $ | 489,512 | $ | 529,188 | $ | 19,850 | $ | 549,038 | ||||||||||||
Intersegment net sales |
0 | 4,949 | 4,949 | 0 | 4,376 | 4,376 | ||||||||||||||||||
Segment operating profit |
(3,475 | ) | (1,056 | ) | (4,531 | ) | 9,227 | 835 | 10,062 |
K. | SUBSEQUENT EVENT |
|
On April 18, 2008 we announced a semi-annual dividend of $0.06 per share, payable June 15,
2008 to shareholders of record on June 1, 2008. The dividend was approved our Board of
Directors at their April 16, 2008 meeting. |
16
| Our overall unit sales decreased 5%, as sales out of existing facilities and operations we
closed decreased by 8% this quarter and we experienced a 3% increase in unit sales as a result
of acquisitions. |
|
| Lumber prices were 15% lower compared to the same period of 2007, impacting our overall
selling prices (see Impact of the Lumber Market on Our Operating Results below), sales
dollars and working capital. |
|
| We saw double-digit sales decreases in our site-built, manufactured housing, and DIY/retail
markets, while we experienced a sales increase in the industrial market. |
|
| Single-family housing starts fell approximately 39% comparing January through March 2008 to
the same period of 2007 as a result of an excess supply of homes, tighter credit conditions,
and an increase in foreclosures. |
|
| Consumer spending for large repair/remodel projects has decreased as many homeowners have
lost equity in devalued homes and have less disposable income as a result of higher costs for
necessities such as food, fuel and utilities. |
|
| Production of HUD code manufactured homes increased slightly in the first quarter while
sales of modular homes has continued to decline due, in part, to an excess supply of
site-built homes. |
|
| Our gross profits decreased more than 25% compared to the same period of 2007 due to a
combination of lower unit sales out of existing facilities and fixed manufacturing costs,
intense pricing pressure, particularly in the site-built market, and higher transportation
costs. |
17
Random Lengths Composite | ||||||||
Average $/MBF | ||||||||
2008 | 2007 | |||||||
January |
$ | 249 | $ | 292 | ||||
February |
244 | 289 | ||||||
March |
240 | 280 | ||||||
First quarter average |
$ | 244 | $ | 287 | ||||
First quarter percentage
change from 2007 |
(15.0 | %) |
Random Lengths SYP | ||||||||
Average $/MBF | ||||||||
2008 | 2007 | |||||||
January |
$ | 337 | $ | 414 | ||||
February |
330 | 405 | ||||||
March |
331 | 396 | ||||||
First quarter average |
$ | 333 | $ | 405 | ||||
First quarter percentage
change from 2007 |
(17.8 | %) |
18
| 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. |
19
| 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 approximately 12% 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.) |
|
| 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 | % |
20
Company Name | Acquisition Date | Purchase Price | Business Description | |||
International Wood Industries, Inc. (IWI) |
February 4, 2008 | $14.0 million (stock purchase) |
Manufactures and distributes industrial products, including specialty boxes, crates, pallets and skids. Headquartered in Turlock, CA with distribution sites in Hawaii and Alaska. 2007 sales were $40.0 million. | |||
Deck Images
|
July 10, 2007 | $0.9 million (asset purchase) |
Manufactures and distributes aluminum railing systems. Located in Hastings, MN. 2006 sales were $1.9 million. | |||
Shawnlee Construction, LLC (Shawnlee) |
April 2, 2007 | $1.4 million | Provides framing services for multi-family construction in the northeast. Located in Plainville, MA. Purchased an additional 5% membership. We currently own an 85% membership interest. | |||
April 3, 2006 | $0.8 million | Purchased an additional 5% membership interest. | ||||
June 27, 2005 | $3.5 million | Purchased an additional 25% membership interest. | ||||
Perfection Trusses, Inc. (Perfection) |
March 5, 2007 | $1.3 million (asset purchase) |
Manufactures and distributes roof and floor trusses to the Eastern Florida market. The company is located in Vero Beach, FL. 2006 sales were $3.9 million. | |||
Aljoma Lumber Company (Aljoma) |
February 12, 2007 | $53.5 million (stock purchase) |
Manufactures, treats and distributes various wood products, building materials and specialty hardwoods. The company is located in Medley, FL. They serve Florida, the Eastern United States and the Caribbean islands. Aljoma has one of the largest treating facilities in the country. 2006 sales were $225.0 million. |
For the Three Months Ended | ||||||||
March 29, | March 31, | |||||||
2008 | 2007 | |||||||
Net sales |
100.0 | % | 100.0 | % | ||||
Cost of goods sold |
88.8 | 86.6 | ||||||
Gross profit |
11.2 | 13.4 | ||||||
Selling, general, and
administrative expenses |
12.1 | 11.6 | ||||||
Earnings (loss) from operations |
(0.9 | ) | 1.8 | |||||
Interest, net |
0.7 | 0.7 | ||||||
Earnings (loss) before income taxes
and minority interest |
(1.6 | ) | 1.1 | |||||
Income taxes |
(0.7 | ) | 0.3 | |||||
Earnings (loss) before minority
interest |
(0.9 | ) | 0.8 | |||||
Minority interest |
( 0.0 | ) | (0.1 | ) | ||||
Net earnings (loss) |
(0.9 | %) | 0.7 | % | ||||
21
| Diversifying our end market sales mix by increasing sales of specialty wood packaging to industrial users, penetrating
the concrete forms market and increasing our sales of engineered wood components for multi- family and light commercial
construction. |
|
| Expanding geographically in our core businesses. |
|
| Increasing sales of value-added products and framing services. Value-added product sales primarily 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. Engineered wood components include roof trusses, wall
panels, and floor systems. 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 | ||||||||||||
March 29, | % | March 31, | ||||||||||
Market Classification | 2008 | Change | 2007 | |||||||||
DIY/Retail |
$ | 172,646 | (11.7 | ) | $ | 195,601 | ||||||
Site-Built Construction |
108,899 | (21.3 | ) | 138,419 | ||||||||
Industrial |
140,657 | 5.1 | 133,790 | |||||||||
Manufactured Housing |
76,315 | (14.2 | ) | 88,898 | ||||||||
Total Gross Sales |
$ | 498,517 | (10.4 | ) | $ | 556,708 | ||||||
Sales Allowances |
(9,005 | ) | (7,670 | ) | ||||||||
Total Net Sales |
$ | 489,512 | (10.8 | ) | $ | 549,038 |
Note: | In the first quarter of 2008, we reviewed the classification of our customers and made certain
reclassifications. Prior year information has been restated to reflect these reclassifications. |
22
Three Months Ended | ||||||||
March 29, | March 31, | |||||||
2008 | 2007 | |||||||
Value-Added |
60.9 | % | 62.3 | % | ||||
Commodity-Based |
39.1 | % | 37.7 | % |
Note: | In the third quarter of 2007, we reviewed the classification of our product codes and made certain
reclassifications. Prior year information has been restated to reflect these reclassifications. |
23
| Price pressure in all of our markets but particularly in our site-built market, which
reported a significant decline in gross margin. |
|
| A combination of lower unit sales out of existing facilities and fixed manufacturing costs. |
|
| Increased fuel costs. |
|
| A change in sales mix whereby historically higher margin engineered wood components sold to
site-built customers comprised a lower percentage of our sales this quarter. |
24
March 29, 2008 | March 31, 2007 | |||||||
Cash from operating activities |
$ | (5,383 | ) | $ | (27,568 | ) | ||
Cash from investing activities |
6,481 | (62,929 | ) | |||||
Cash from financing activities |
(11,119 | ) | 83,413 | |||||
Net change in cash and cash equivalents |
(10,021 | ) | (7,084 | ) | ||||
Cash and cash equivalents, beginning of period |
43,605 | 51,108 | ||||||
Cash and cash equivalents, end of period |
$ | 33,584 | $ | 44,024 | ||||
25
26
27
28
(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 March 29, 2008 (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 March 29, 2008, 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. |
29
(a) | None. |
|
(b) | None. |
|
(c) | Issuer purchases of equity securities. |
Fiscal Month | (a) | (b) | (c) | (d) | ||||||||||||
December 30, 2007 February 2, 2008(1) |
| | | 1,244,710 | ||||||||||||
February 3, 2008 March 1, 2008 |
| | | 1,244,710 | ||||||||||||
March 2
29, 2008 |
| | | 1,244,710 |
(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 March 29, 2008, cumulative total authorized
shares available for repurchase is 1.2 million shares. |
30
31 | Certifications. |
(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). |
||
(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 | Certifications. |
(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). |
||
(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). |
31
UNIVERSAL FOREST PRODUCTS, INC. |
||||
Date: April 24, 2008 | By: | /s/ Michael B. Glenn | ||
Michael B. Glenn | ||||
Its: Chief Executive Officer | ||||
Date: April 24, 2008 | By: | /s/ Michael R. Cole | ||
Michael R. Cole | ||||
Its: Chief Financial Officer | ||||
32
Exhibit No. | Description | |
31
|
Certifications. | |
(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). |
||
(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
|
Certifications. | |
(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). |
||
(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). |