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| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Michigan | 38-1465835 | |
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
|
| 2801 East Beltline NE, Grand Rapids, Michigan | 49525 | |
| (Address of principal executive offices) | (Zip Code) |
| Large Accelerated Filer þ | Accelerated Filer o | Non-Accelerated Filer o | Smaller reporting company o |
| Class | Outstanding as of March 27, 2010 | |
| Common stock, no par value | 19,361,407 |
| Page No. | ||||||||
|
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
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| 26 | ||||||||
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| 26 | ||||||||
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Item 1. Legal Proceedings — NONE
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Item 1A. Risk Factors — NONE
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| 27 | ||||||||
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Item 3. Defaults Upon Senior Securities — NONE
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Item 4. (Removed and Reserved)
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| 27 | ||||||||
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| 28 | ||||||||
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||||||||
| Exhibit 31(a) | ||||||||
| Exhibit 31(b) | ||||||||
| Exhibit 32(a) | ||||||||
| Exhibit 32(b) | ||||||||
| March 27, | December 26, | March 28, | ||||||||||
| 2010 | 2009 | 2009 | ||||||||||
|
ASSETS
|
||||||||||||
|
CURRENT ASSETS:
|
||||||||||||
|
Cash and cash equivalents
|
$ | 14,346 | $ | 82,219 | $ | 9,427 | ||||||
|
Accounts receivable, net
|
187,625 | 107,383 | 180,021 | |||||||||
|
Inventories:
|
||||||||||||
|
Raw materials
|
112,004 | 89,956 | 108,982 | |||||||||
|
Finished goods
|
95,782 | 72,192 | 81,819 | |||||||||
|
|
||||||||||||
|
|
207,786 | 162,148 | 190,801 | |||||||||
|
Assets held for sale
|
— | — | 5,490 | |||||||||
|
Refundable income taxes
|
— | 10,391 | 366 | |||||||||
|
Other current assets
|
21,718 | 21,208 | 17,513 | |||||||||
|
|
||||||||||||
|
TOTAL CURRENT ASSETS
|
431,475 | 383,349 | 403,618 | |||||||||
|
|
||||||||||||
|
OTHER ASSETS
|
4,311 | 4,478 | 3,522 | |||||||||
|
GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS
|
156,732 | 157,058 | 156,937 | |||||||||
|
OTHER INTANGIBLE ASSETS, net
|
15,194 | 16,693 | 22,723 | |||||||||
|
PROPERTY, PLANT AND EQUIPMENT:
|
||||||||||||
|
Property, plant and equipment
|
514,687 | 510,774 | 503,393 | |||||||||
|
Accumulated depreciation and amortization
|
(287,418 | ) | (280,675 | ) | (263,144 | ) | ||||||
|
|
||||||||||||
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
227,269 | 230,099 | 240,249 | |||||||||
|
|
||||||||||||
|
TOTAL ASSETS
|
$ | 834,981 | $ | 791,677 | $ | 827,049 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
LIABILITIES AND EQUITY
|
||||||||||||
|
CURRENT LIABILITIES:
|
||||||||||||
|
Accounts payable
|
$ | 96,889 | $ | 64,473 | $ | 74,345 | ||||||
|
Accrued liabilities:
|
||||||||||||
|
Compensation and benefits
|
38,181 | 48,340 | 41,160 | |||||||||
|
Income taxes
|
919 | — | — | |||||||||
|
Other
|
23,654 | 21,698 | 21,888 | |||||||||
|
Current portion of long-term debt and capital lease obligations
|
683 | 673 | 16,223 | |||||||||
|
|
||||||||||||
|
TOTAL CURRENT LIABILITIES
|
160,326 | 135,184 | 153,616 | |||||||||
|
|
||||||||||||
|
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion
|
68,881 | 53,181 | 96,235 | |||||||||
|
DEFERRED INCOME TAXES
|
21,640 | 21,707 | 17,708 | |||||||||
|
OTHER LIABILITIES
|
12,276 | 12,659 | 12,153 | |||||||||
|
|
||||||||||||
|
TOTAL LIABILITIES
|
263,123 | 222,731 | 279,712 | |||||||||
|
|
||||||||||||
|
EQUITY:
|
||||||||||||
|
Controlling interest 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 19,361,407, 19,284,587 and 19,178,761
|
$ | 19,361 | $ | 19,285 | $ | 19,179 | ||||||
|
Additional paid-in capital
|
134,109 | 132,765 | 129,558 | |||||||||
|
Retained earnings
|
409,605 | 409,278 | 392,105 | |||||||||
|
Accumulated other comprehensive earnings
|
4,061 | 3,633 | 2,106 | |||||||||
|
|
||||||||||||
|
|
567,136 | 564,961 | 542,948 | |||||||||
|
Employee stock notes receivable
|
(1,771 | ) | (1,743 | ) | (1,672 | ) | ||||||
|
|
||||||||||||
|
|
565,365 | 563,218 | 541,276 | |||||||||
|
Noncontrolling interest
|
6,493 | 5,728 | 6,061 | |||||||||
|
|
||||||||||||
|
TOTAL EQUITY
|
571,858 | 568,946 | 547,337 | |||||||||
|
|
||||||||||||
|
TOTAL LIABILITIES AND EQUITY
|
$ | 834,981 | $ | 791,677 | $ | 827,049 | ||||||
|
|
||||||||||||
3
| Three Months Ended | ||||||||
| March 27, | March 28, | |||||||
| 2010 | 2009 | |||||||
|
|
||||||||
|
NET SALES
|
$ | 392,958 | $ | 361,722 | ||||
|
|
||||||||
|
COST OF GOODS SOLD
|
341,324 | 314,901 | ||||||
|
|
||||||||
|
|
||||||||
|
GROSS PROFIT
|
51,634 | 46,821 | ||||||
|
|
||||||||
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
48,489 | 49,092 | ||||||
|
NET LOSS (GAIN) ON DISPOSITION OF ASSETS AND
OTHER IMPAIRMENT AND
EXIT CHARGES
|
172 | (1,136 | ) | |||||
|
|
||||||||
|
|
||||||||
|
EARNINGS (LOSS) FROM OPERATIONS
|
2,973 | (1,135 | ) | |||||
|
|
||||||||
|
INTEREST EXPENSE
|
886 | 1,074 | ||||||
|
INTEREST INCOME
|
(120 | ) | (83 | ) | ||||
|
|
||||||||
|
|
766 | 991 | ||||||
|
|
||||||||
|
|
||||||||
|
EARNINGS (LOSS) BEFORE INCOME TAXES
|
2,207 | (2,126 | ) | |||||
|
|
||||||||
|
INCOME TAXES (BENEFIT)
|
487 | (963 | ) | |||||
|
|
||||||||
|
|
||||||||
|
NET EARNINGS (LOSS)
|
1,720 | (1,163 | ) | |||||
|
|
||||||||
|
LESS NET EARNINGS ATTRIBUTABLE TO
NONCONTROLLING INTEREST
|
(733 | ) | (44 | ) | ||||
|
|
||||||||
|
|
||||||||
|
NET EARNINGS (LOSS) ATTRIBUTABLE TO
CONTROLLING INTEREST
|
$ | 987 | $ | (1,207 | ) | |||
|
|
||||||||
|
|
||||||||
|
EARNINGS (LOSS) PER SHARE — BASIC
|
$ | 0.05 | $ | (0.06 | ) | |||
|
|
||||||||
|
EARNINGS (LOSS) PER SHARE — DILUTED
|
$ | 0.05 | $ | (0.06 | ) | |||
|
|
||||||||
|
WEIGHTED AVERAGE SHARES OUTSTANDING
FOR BASIC EARNINGS (LOSS)
|
19,258 | 19,184 | ||||||
|
|
||||||||
|
WEIGHTED AVERAGE SHARES OUTSTANDING
FOR DILUTED EARNINGS
(LOSS)
|
19,517 | 19,184 | ||||||
4
| Controlling Interest Shareholders’ Equity | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Other | Employees | |||||||||||||||||||||||||||
| Additional Paid- | Retained | Comprehensive | Stock Notes | Noncontrolling | ||||||||||||||||||||||||
| Common Stock | In Capital | Earnings | Earnings | Receivable | Interest | Total | ||||||||||||||||||||||
|
Balance at December 27, 2008
|
$ | 19,089 | $ | 128,830 | $ | 393,312 | $ | 2,353 | $ | (1,701 | ) | $ | 6,343 | $ | 548,226 | |||||||||||||
|
Comprehensive income:
|
||||||||||||||||||||||||||||
|
Net earnings
|
(1,207 | ) | 44 | |||||||||||||||||||||||||
|
Foreign currency
translation adjustment
|
(247 | ) | (256 | ) | ||||||||||||||||||||||||
|
Total comprehensive loss
|
(1,666 | ) | ||||||||||||||||||||||||||
|
Distributions to
noncontrolling interest
|
(70 | ) | (70 | ) | ||||||||||||||||||||||||
|
Issuance of 15,602 shares under
employee stock plans
|
16 | 301 | 317 | |||||||||||||||||||||||||
|
Issuance of 3,630 shares under
stock grant programs
|
4 | 74 | 78 | |||||||||||||||||||||||||
|
Issuance of 72,179 shares under
deferred compensation plans
|
72 | (72 | ) | — | ||||||||||||||||||||||||
|
Received 1,530 shares for the
exercise of stock options
|
(2 | ) | (30 | ) | (32 | ) | ||||||||||||||||||||||
|
Tax benefits from non-qualified
stock options exercised
|
6 | 6 | ||||||||||||||||||||||||||
|
Deferred income tax asset reversal
for deferred compensation plans
|
(518 | ) | (518 | ) | ||||||||||||||||||||||||
|
Expense associated with
share-based compensation
arrangements
|
637 | 637 | ||||||||||||||||||||||||||
|
Accrued expense under
deferred compensation plans
|
330 | 330 | ||||||||||||||||||||||||||
|
Payments received on employee
stock notes receivable
|
29 | 29 | ||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balance at March 28, 2009
|
$ | 19,179 | $ | 129,558 | $ | 392,105 | $ | 2,106 | $ | (1,672 | ) | $ | 6,061 | $ | 547,337 | |||||||||||||
|
|
||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balance at December 26, 2009
|
$ | 19,285 | $ | 132,765 | $ | 409,278 | $ | 3,633 | $ | (1,743 | ) | $ | 5,728 | $ | 568,946 | |||||||||||||
|
Comprehensive income:
|
||||||||||||||||||||||||||||
|
Net earnings
|
987 | 733 | ||||||||||||||||||||||||||
|
Foreign currency
translation adjustment
|
428 | 122 | ||||||||||||||||||||||||||
|
Total comprehensive earnings
|
2,270 | |||||||||||||||||||||||||||
|
Distributions to
noncontrolling interest
|
(90 | ) | (90 | ) | ||||||||||||||||||||||||
|
Issuance of 14,945 shares under
employee stock plans
|
15 | 264 | 279 | |||||||||||||||||||||||||
|
Issuance of 76,045 shares under
stock grant programs
|
76 | 37 | 113 | |||||||||||||||||||||||||
|
Issuance of 5,830 shares under
deferred compensation plans
|
5 | (5 | ) | — | ||||||||||||||||||||||||
|
Repurchase of 20,000 shares
|
(20 | ) | (660 | ) | (680 | ) | ||||||||||||||||||||||
|
Tax benefits from non-qualified
stock options exercised
|
79 | 79 | ||||||||||||||||||||||||||
|
Expense associated with
share-based compensation
arrangements
|
660 | 660 | ||||||||||||||||||||||||||
|
Accrued expense under
deferred compensation plans
|
327 | 327 | ||||||||||||||||||||||||||
|
Notes receivable adjustment
|
(18 | ) | (37 | ) | (55 | ) | ||||||||||||||||||||||
|
Payments received on employee
stock notes receivable
|
9 | 9 | ||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balance at March 27, 2010
|
$ | 19,361 | $ | 134,109 | $ | 409,605 | $ | 4,061 | $ | (1,771 | ) | $ | 6,493 | $ | 571,858 | |||||||||||||
|
|
||||||||||||||||||||||||||||
5
| Three Months Ended | ||||||||
| March 27, | March 28, | |||||||
| 2010 | 2009 | |||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net earnings attributable to controlling interest
|
$ | 987 | $ | (1,207 | ) | |||
|
Adjustments to reconcile net earnings to net cash from operating activities:
|
||||||||
|
Depreciation
|
7,630 | 8,417 | ||||||
|
Amortization of intangibles
|
1,825 | 2,563 | ||||||
|
Expense associated with share-based compensation arrangements
|
660 | 637 | ||||||
|
Excess tax benefits from share-based compensation arrangements
|
(63 | ) | — | |||||
|
Expense associated with stock grant plans
|
113 | 78 | ||||||
|
Deferred income taxes (credit)
|
(96 | ) | 214 | |||||
|
Net earnings attributable to
noncontrolling interest
|
733 | 44 | ||||||
|
Net (gain) loss on sale or impairment of property, plant and equipment
|
(40 | ) | (1,599 | ) | ||||
|
Changes in:
|
||||||||
|
Accounts receivable
|
(80,239 | ) | (41,760 | ) | ||||
|
Inventories
|
(45,022 | ) | 2,353 | |||||
|
Accounts payable
|
32,340 | 11,231 | ||||||
|
Accrued liabilities and other
|
3,066 | 972 | ||||||
|
|
||||||||
|
NET CASH FROM OPERATING ACTIVITIES
|
(78,106 | ) | (18,057 | ) | ||||
|
|
||||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Purchase of property, plant and equipment
|
(4,622 | ) | (3,217 | ) | ||||
|
Acquisitions, net of cash received
|
(634 | ) | — | |||||
|
Proceeds from sale of property, plant and equipment
|
189 | 5,575 | ||||||
|
Advances on notes receivable
|
— | (14 | ) | |||||
|
Collections of notes receivable
|
15 | 30 | ||||||
|
Insurance proceeds
|
— | 242 | ||||||
|
Other, net
|
13 | 9 | ||||||
|
|
||||||||
|
NET CASH FROM INVESTING ACTIVITIES
|
(5,039 | ) | 2,625 | |||||
|
|
||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Net borrowings (repayments) under revolving credit facilities
|
15,686 | 10,577 | ||||||
|
Repayment of long-term debt
|
— | (93 | ) | |||||
|
Borrowings of long-term debt
|
— | 800 | ||||||
|
Proceeds from issuance of common stock
|
279 | 317 | ||||||
|
Distributions to noncontrolling interest
|
(90 | ) | (70 | ) | ||||
|
Repurchase of common stock
|
(680 | ) | — | |||||
|
Excess tax benefits from share-based compensation arrangements
|
63 | — | ||||||
|
Other, net
|
14 | (9 | ) | |||||
|
|
||||||||
|
NET CASH FROM FINANCING ACTIVITIES
|
15,272 | 11,522 | ||||||
|
|
||||||||
|
|
||||||||
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(67,873 | ) | (3,910 | ) | ||||
|
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
82,219 | 13,337 | ||||||
|
|
||||||||
|
|
||||||||
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$ | 14,346 | $ | 9,427 | ||||
|
|
||||||||
|
|
||||||||
|
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
|
||||||||
|
Cash paid (refunded) during the period for:
|
||||||||
|
Interest
|
$ | 256 | $ | 444 | ||||
|
Income taxes
|
(10,789 | ) | (7,138 | ) | ||||
|
|
||||||||
|
NON-CASH FINANCING ACTIVITIES:
|
||||||||
|
Common stock issued under deferred compensation plans
|
$ | 204 | $ | 2,351 | ||||
|
Stock received for the exercise of stock options, net
|
— | 32 | ||||||
|
See notes to unaudited consolidated condensed financial statements.
|
6
| 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 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 26, 2009.
|
| B. |
FAIR VALUE
|
|
|
Effective at the beginning of the fiscal year ended December 27, 2008, we adopted ASC 820,
Fair Value Measurements
(“ASC 820”). 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. ASC 820 also
expands financial statement disclosure requirements about a company’s use of fair value
measurements, including the effect of such measures on earnings. The adoption has not had a
material impact on our consolidated financial statements.
|
|
Effective at the beginning of the fiscal year ended December 26, 2009, we adopted the
nonfinancial asset and liability provisions of ASC 820 that were previously deferred by the
standard.
|
7
|
Assets and liabilities measured at fair value are as follows:
|
| March 27, 2010 | March 28, 2009 | |||||||||||||||||||||||
| Quoted | Prices | Quoted | Prices | |||||||||||||||||||||
| Prices in | with Other | Prices in | with Other | |||||||||||||||||||||
| Active | Observable | Active | Observable | |||||||||||||||||||||
| Markets | Inputs | Markets | Inputs | |||||||||||||||||||||
| (in thousands) | Total | (Level 1) | (Level 2) | Total | (Level 1) | (Level 2) | ||||||||||||||||||
|
Assets:
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Trading marketable
securities
|
$ | 1,010 | $ | 1,010 | $ | 633 | $ | 633 | ||||||||||||||||
|
Assets held for sale
|
1,000 | $ | 1,000 | |||||||||||||||||||||
|
Property, plant and
equipment
|
154 | 154 | ||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
|
$ | 1,010 | $ | 1,010 | $ | 1,787 | $ | 633 | $ | 1,154 | ||||||||||||||
|
|
||||||||||||||||||||||||
|
Effective at the beginning of the fiscal year ended December 27, 2008, we adopted ASC
825,
The Fair Value Option for Financial Assets and Financial Liabilities
(“ASC 825”). ASC
825 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 have elected not to apply the fair value option to any of our
financial instruments except for those expressly required by U.S. GAAP.
|
| C. |
REVENUE RECOGNITION
|
|
Earnings on construction contracts are reflected in operations using either
percentage-of-completion accounting, which includes the cost to cost and units of delivery
methods, or completed contract accounting, depending on the nature of the business at
individual operations. Under percentage-of-completion using the cost to cost method, revenues
and related earnings on construction contracts are measured by the relationships of actual
costs incurred related to the total estimated costs. Under percentage-of-completion using the
units of delivery method, revenues and related earnings on construction contracts are measured
by the relationships of actual units produced related to the total number of units. Revisions
in earnings estimates on the construction contracts are recorded in the accounting period in
which the basis for such revisions becomes known. Projected losses on individual contracts
are charged to operations in their entirety when such losses become apparent. Under the
completed contract method, revenues and related earnings are recorded when the contracted work
is complete and losses are charged to operations in their entirety when such losses become
apparent.
|
8
|
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 27, | December 26, | March 28, | ||||||||||
| 2010 | 2009 | 2009 | ||||||||||
|
|
||||||||||||
|
Cost and Earnings in Excess of Billings
|
$ | 9,355 | $ | 9,998 | $ | 4,200 | ||||||
|
Billings in Excess of Cost and Earnings
|
8,297 | 8,954 | 7,101 | |||||||||
| D. |
EARNINGS (LOSS) 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 March 27, 2010 | Three Months Ended March 28, 2009 | |||||||||||||||||||||||
| Income | Shares | Per Share | Loss | Shares | Per Share | |||||||||||||||||||
| (Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | |||||||||||||||||||
|
Net Earnings (Loss) Attributable to
Controlling Interest
|
$ | 987 | $ | (1,207 | ) | |||||||||||||||||||
|
|
||||||||||||||||||||||||
|
EPS — Basic
|
||||||||||||||||||||||||
|
Income available to common stockholders
|
987 | 19,258 | $ | 0.05 | (1,207 | ) | 19,184 | $ | (0.06 | ) | ||||||||||||||
|
|
||||||||||||||||||||||||
|
Effect of dilutive securities
|
||||||||||||||||||||||||
|
Options
|
259 | — | ||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
EPS — Diluted
|
||||||||||||||||||||||||
|
Income available to common
stockholders and assumed options
exercised
|
$ | 987 | 19,517 | $ | 0.05 | $ | (1,207 | ) | 19,184 | $ | (0.06 | ) | ||||||||||||
|
|
||||||||||||||||||||||||
|
No options were excluded from the computation of diluted EPS for the quarter ended March
27, 2010.
|
|
Options to purchase shares and certain other shares of common stock were not included in the
computation of diluted EPS because they were anti-dilutive given the net loss for the quarter
ended March 28, 2009.
|
9
| E. |
ASSETS HELD FOR SALE AND NET LOSS (GAIN) ON DISPOSITION OF ASSETS AND OTHER IMPAIRMENTS AND
EXIT CHARGES
|
|
Included in “Assets held for sale” on our Consolidated Condensed Balance Sheets are certain
property, plant and equipment totaling $5.5 million on March 28, 2009. The assets held for
sale 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 appraisals or recent offers to acquire the assets. These and other idle assets were
evaluated based on the requirements of ASC 360, which resulted in certain impairment and other
exit charges. “Net (gain) loss on disposition of assets and other impairment and exit charges”
consists of the following amounts, separated by reporting segment, for the periods presented
below (in millions):
|
| Three Months Ended March 27, 2010 | Three Months Ended March 28, 2009 | |||||||||||||||
| Northern, | Northern, | |||||||||||||||
| Southern and | Southern and | |||||||||||||||
| Western | All | Western | All | |||||||||||||
| Divisions | Other | Divisions | Other | |||||||||||||
|
Severances
|
$ | 0.2 | $ | 0.5 | ||||||||||||
|
Property, plant and
equipment
|
0.8 | |||||||||||||||
|
Gain on sale of real estate
|
(2.4 | ) | ||||||||||||||
| F. |
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. Environmental reserves, calculated with no discount rate, have been
established to cover remediation activities at our affiliates’ wood preservation facilities in
Stockertown, PA; Elizabeth City, NC; Auburndale, FL; Gordon, PA; Janesville, WI; Medley, FL;
and Ponce, PR. In addition, a reserve was established for our affiliate’s facility in
Thornton, CA to remove certain lead containing materials which existed on the property at the
time of purchase.
|
|
On a consolidated basis, we have reserved approximately $4.2 million on March 27, 2010 and
$4.3 million on March 28, 2009, representing the estimated costs to complete future
remediation efforts. These amounts have not been reduced by an insurance receivable.
|
|
From time to time, 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 market a modest amount of CCA treated
products for permitted, non-residential applications.
|
10
|
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 27, 2010, 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 27, 2010, we had outstanding purchase commitments on capital projects of
approximately $3.0 million.
|
|
We provide a variety of warranties for products we manufacture. Historically, warranty claims
have not been material. We distribute products manufactured by other companies, some of which
are no longer in business. While we do not warrant these products, we have received claims as
a distributor of these products when the manufacturer no longer exists or has the ability to
pay. Historically these costs have not had a material affect on our consolidated financial
statements.
|
|
In certain cases we supply building materials and labor to site-built construction projects or
we jointly bid on contracts with framing companies for such projects. In some 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. As of March 27, 2010, we
had approximately $16.0 million in outstanding payment and performance bonds for projects in
progress, which expire during the next two years. In addition, approximately $27.1 million in
payment and performance bonds are outstanding for completed projects which are still under
warranty.
|
|
We have entered into operating leases for certain personal property assets that include a
guarantee of a portion of the residual value of the leased assets. If at the expiration of
the initial lease term we do not exercise our option to purchase the leased assets and these
assets are sold by the lessor for a price below a predetermined amount, we will reimburse the
lessor for a certain portion of the shortfall. These operating leases will expire
periodically over the next five years. The estimated maximum aggregate exposure of these
guarantees is approximately $1.3 million.
|
|
On March 27, 2010, we had outstanding letters of credit totaling $32.3 million, primarily
related to certain insurance contracts and industrial development revenue bonds as further
described below.
|
11
|
In lieu of cash deposits, we provide irrevocable letters of credit in favor of our insurers to
guarantee our performance under certain insurance contracts. We currently have irrevocable
letters of credit outstanding totaling approximately $19.3 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 $12.4 million related to our outstanding
industrial development revenue bonds. These letters of credit have varying terms but may be
renewed at the option of the issuing banks.
|
|
Certain wholly owned domestic subsidiaries have guaranteed the indebtedness of Universal
Forest Products, Inc. in certain debt agreements, including the Series 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.
|
|
Many of our wood 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 intended to be used for wood treating operations or to
manage hazardous waste. Closure involves identification and disposal of contaminants which
are required to be removed from the facility. The cost of closure is dependent upon a number
of factors including, but not limited to, identification and removal of contaminants, 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 $0.3 million. As a result, this amount is recorded
in other long-term liabilities on March 27, 2010.
|
|
We did not enter into any new guarantee arrangements during the first quarter of 2010 which
would require us to recognize a liability on our balance sheet.
|
12
| G. |
BUSINESS COMBINATIONS
|
|
No business combinations were completed in fiscal 2009. We completed the following business
combinations in fiscal 2010 which were accounted for using the purchase method (in millions).
|
| Net | ||||||||||||||||||||||||
| Company | Acquisition | Purchase | Intangible | Tangible | Reportable | |||||||||||||||||||
| Name | Date | Price | Assets | Assets | Segment | Business Description | ||||||||||||||||||
|
Service Supply
Distribution, Inc.
(“Service Supply”)
|
March 8, 2010 |
$0.6
(asset purchase) |
$ | 0.0 | $ | 0.6 | Southern Division | Distributes products to the manufactured housing market including certain plumbing, electrical, adhesives, flooring paint and other manufactured housing products. Headquartered in Cordele, Georgia, it has distribution centers and capabilities throughout the United States. | ||||||||||||||||
|
The purchase price allocation for D-Stake Mill and Manufacturing Company (“D-Stake”)
was adjusted as follows (in millions) during the first quarter of fiscal 2010 as a result of
a change in the valuation of the intangible assets acquired. The impact of the adjustment
on earnings was negligible.
|
| Goodwill - | ||||||||||||||||
| Non-compete | Customer | Goodwill - | Tax | |||||||||||||
| agreements | Relationships | Total | Deductible | |||||||||||||
|
D-Stake
|
$ | 2.6 | $ | 2.5 | $ | 2.5 | ||||||||||
|
Purchase price allocation adjustments
|
(1.6 | ) | 1.9 | (0.3 | ) | (0.3 | ) | |||||||||
|
D-Stake — final
|
1.0 | 1.9 | 2.2 | 2.2 | ||||||||||||
|
The business combinations mentioned above were not significant to our operating results
individually or in aggregate, and thus pro forma results are not presented.
|
| H. |
SEGMENT REPORTING
|
|
ASC 280,
Disclosures about Segments of an Enterprise and Related Information
(“ASC 280”)
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.
|
|
Beginning January 1, 2010, our Eastern Division was divided into two divisions: a Northern
Division and a Southern Division. This change was made in order to drive faster growth by
allowing field leadership to concentrate on a smaller entity, thereby having a bigger impact
on growth. The presentation of the reportable segment amounts was not impacted.
|
13
|
Under the definition of a segment, our Northern, Southern, Western and Consumer Products
Divisions may be considered an operating segment of our business. Under ASC 280, 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
these criteria, we have aggregated our Northern, Southern and Western Divisions into one
reporting segment, which have the same totals as our former Easter and Western Divisions. 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 2010 and 2009 are presented below (in thousands).
|
| Three Months Ended March 27, 2010 | Three Months Ended March 28, 2009 | |||||||||||||||||||||||
| Northern, | Northern, | |||||||||||||||||||||||
| Southern and | Southern and | |||||||||||||||||||||||
| Western | All | Western | All | |||||||||||||||||||||
| Divisions | Other | Total | Divisions | Other | Total | |||||||||||||||||||
|
Net sales to outside customers
|
$ | 361,016 | $ | 31,942 | $ | 392,958 | $ | 341,877 | $ | 19,845 | $ | 361,722 | ||||||||||||
|
Intersegment net sales
|
0 | 14,201 | 14,201 | 0 | 6,052 | 6,052 | ||||||||||||||||||
|
Segment operating profit (loss)
|
1,736 | 1,237 | 2,973 | 391 | (1,526 | ) | (1,135 | ) | ||||||||||||||||
| I. |
INCOME TAXES
|
|
Our effective tax rate was 22.1% for the first quarter 2010, which is well below our statutory
rate, primarily due to the profits of our Canadian subsidiary and a partnership in which we
own a 50% interest and present on a consolidated basis in our financial statements. These
entities comprised over half of our pre-tax profits for the quarter. Since our Canadian
subsidiary has a net operating loss carry-forward and we have a full valuation allowance
against this deferred tax asset, these profits had no related income tax expense in the first
quarter of 2010.
|
| J. |
SUBSEQUENT EVENT
|
|
On April 1, 2010, we purchased the remaining 5% interest in Shawnlee Construction, LLC. The
purchase price was approximately $1.2 million.
|
|
On April 14, 2010, our Board approved a semi-annual dividend of $0.20 per share, payable on
June 15, 2010 to shareholders of record on June 1, 2010.
|
14
| • |
Our overall unit sales increased 3% primarily due to our manufactured housing and
industrial markets. We believe we have gained additional share of the DIY/retail and
industrial markets and maintained our share of the manufactured housing market. We recently
closed several plants that supply the site-built housing market in order to achieve
profitability and cash flow goals; consequently, we believe that these actions may temporarily
cause us to lose some market share.
|
| • |
The Leading Indicator for Remodeling Activity, released by Harvard’s Joint Center for
Housing Studies, released its’ report for the first quarter of 2010 and indicated that
spending on homeowner remodeling improvements declined 12% for the period, which impacts our
DIY/retail market. Consumer spending for large repair/remodel projects has decreased due to
general economic conditions, among other factors, including weak home prices and decreased
cost recovery for most types of upper-end home improvement projects. Consequently, the same
store sales of “big box” home improvement retailers have declined.
|
| • |
National housing starts increased approximately 9% in January and February of 2010,
compared to the same periods of 2009. However, within these amounts, multi-family starts
declined approximately 47% in January and February of 2010 compared to the same period of
2009.
|
15
| • |
Shipments of HUD code manufactured homes were down 17% in January of 2010, compared to the
same period of 2009. Industry sales of modular homes are not yet available.
|
| • |
The industrial market has improved as the U.S. economy continues to recover. We gained
additional share of this market due, in part, to adding new concrete forming business.
|
| • |
The Lumber Market was up approximately 50% in the quarter compared to the same period of
2009.
|
| • |
Our gross margin increased to 13.1% from 12.9% in 2009 due to the implementation of various
cost reduction initiatives.
|
| • |
Our selling, general and administrative expenses are down approximately $0.6 million, or
1.2%, from the first quarter of 2009, due to our right-sizing efforts and plant consolidation
actions we took last year, offset somewhat by an increase in accrued bonus.
|
| • |
Our cash flow used in operating activities was $78 million due to the seasonal working
capital requirements of our business. We currently anticipate achieving strong cash flows
from operations for the year.
|
| • |
Our net interest costs decreased by $0.2 million, or 22.7%, due to a reduction in our
interest-bearing debt.
|
| Random Lengths Composite | ||||||||
| Average $/MBF | ||||||||
| 2010 | 2009 | |||||||
|
January
|
$ | 264 | $ | 198 | ||||
|
February
|
312 | 199 | ||||||
|
March
|
310 | 195 | ||||||
|
|
||||||||
|
First quarter average
|
$ | 295 | $ | 197 | ||||
|
|
||||||||
|
First quarter percentage
change from 2009
|
49.7 | % | ||||||
16
| Random Lengths SYP | ||||||||
| Average $/MBF | ||||||||
| 2010 | 2009 | |||||||
|
|
||||||||
|
January
|
$ | 269 | $ | 241 | ||||
|
February
|
331 | 233 | ||||||
|
March
|
337 | 232 | ||||||
|
|
||||||||
|
First quarter average
|
$ | 312 | $ | 235 | ||||
|
|
||||||||
|
First quarter percentage
change from 2009
|
32.8 | % | ||||||
| • |
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.
|
17
| • |
Products with selling prices indexed to the reported Lumber Market with a fixed
dollar “adder” to cover conversion costs and profits
. These products primarily
include treated lumber, remanufactured lumber, and trusses sold to the
manufactured housing industry. For these products, we estimate the customers’
needs and carry anticipated levels of inventory. Because lumber costs are
incurred in advance of final sale prices, subsequent increases or decreases in
the market price of lumber impact our gross margins. For these products, our
margins are exposed to changes in the
trend
of lumber prices.
|
| • |
Products with significant inventory levels with low turnover rates, whose
selling prices are indexed to the Lumber Market
. In other words, the longer the
period of time these products remain in inventory, the greater the exposure to
changes in the price of lumber. This would include treated lumber, which
comprises approximately 17% 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 | % | ||||
18
| For the Three Months Ended | ||||||||
| March 27, | March 28, | |||||||
| 2010 | 2009 | |||||||
|
|
||||||||
|
Net sales
|
100.0 | % | 100.0 | % | ||||
|
Cost of goods sold
|
86.9 | 87.1 | ||||||
|
|
||||||||
|
Gross profit
|
13.1 | 12.9 | ||||||
|
Selling, general, and administrative
expenses
|
12.3 | 13.5 | ||||||
|
Net loss (gain) on disposition of assets
and other impairment and exit charges
|
0.0 | (0.3 | ) | |||||
|
|
||||||||
|
Earnings (loss) from operations
|
0.8 | (0.3 | ) | |||||
|
Interest, net
|
0.2 | 0.3 | ||||||
|
|
||||||||
|
Earnings (loss) before income taxes
|
0.6 | (0.6 | ) | |||||
|
Income taxes (benefit)
|
0.1 | (0.3 | ) | |||||
|
|
||||||||
|
Net earnings (loss)
|
0.5 | (0.3 | ) | |||||
|
Less net earnings attributable to
noncontrolling interest
|
(0.2 | ) | (0.0 | ) | ||||
|
|
||||||||
|
Net earnings (loss) attributable to
controlling interest
|
0.3 | % | (0.3 | %) | ||||
|
|
||||||||
| • |
Diversifying our end market sales mix by increasing sales of specialty wood packaging to industrial users, increasing
our penetration of the concrete forms market, increasing our sales of engineered wood components for custom home,
multi-family and light commercial construction, and expanding our product lines in each of the markets we serve.
|
|
| • |
Expanding geographically in our core businesses.
|
19
| • |
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 27, | March 28, | % | ||||||||||
| Market Classification | 2010 | 2009 | Change | |||||||||
|
DIY/Retail
|
$ | 164,407 | $ | 167,579 | (1.9 | ) | ||||||
|
Site-Built Construction
|
60,889 | 60,321 | 0.9 | |||||||||
|
Industrial
|
125,988 | 104,636 | 20.4 | |||||||||
|
Manufactured Housing
|
48,362 | 36,571 | 32.2 | |||||||||
|
|
||||||||||||
|
Total Gross Sales
|
399,646 | 369,107 | 8.3 | |||||||||
|
Sales Allowances
|
(6,688 | ) | (7,385 | ) | ||||||||
|
|
||||||||||||
|
Total Net Sales
|
$ | 392,958 | $ | 361,722 | 8.6 | |||||||
|
|
||||||||||||
| Note: |
In the first quarter of 2010, we reviewed the classification of our customers and made
certain reclassifications. Prior year information has been restated to reflect these
reclassifications.
|
20
| Three Months Ended | ||||||||
| March 27, | March 28, | |||||||
| 2010 | 2009 | |||||||
|
|
||||||||
|
Value-Added
|
58.0 | % | 60.6 | % | ||||
|
Commodity-Based
|
42.0 | % | 39.4 | % | ||||
21
| • |
Current and projected earnings, cash flow and return on investment
|
|
| • |
Current and projected market demand
|
|
| • |
Market share
|
|
| • |
Competitive factors
|
|
| • |
Future growth opportunities
|
|
| • |
Personnel and management
|
22
| Nine Months Ended | ||||||||
| March 27, | March 28, | |||||||
| 2010 | 2009 | |||||||
|
Cash from operating activities
|
$ | (78,106 | ) | $ | (18,057 | ) | ||
|
Cash from investing activities
|
(5,039 | ) | 2,625 | |||||
|
Cash from financing activities
|
15,272 | 11,522 | ||||||
|
|
||||||||
|
Net change in cash and cash equivalents
|
(67,873 | ) | (3,910 | ) | ||||
|
Cash and cash equivalents, beginning of
period
|
82,219 | 13,337 | ||||||
|
|
||||||||
|
Cash and cash equivalents, end of period
|
$ | 14,346 | $ | 9,427 | ||||
|
|
||||||||
23
24
25
| (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 27, 2010 (the “Evaluation Date”), have
concluded that, as of such date, our disclosure controls and procedures were effective.
|
|
| (b) |
Changes in Internal Controls
. During the quarter ended March 27, 2010, 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, except
for the following. Effective January 1, 2010, we implemented new software for processing
payroll. This change was a result of our continuous improvement initiatives and was not in
response to a deficiency or material weakness.
|
26
| (a) |
None.
|
|
| (b) |
None.
|
|
| (c) |
Issuer purchases of equity securities.
|
| Fiscal Month | (a) | (b) | (c) | (d) | ||||||||||||
|
December 27, 2009 – January 30, 2010
(1)
|
1,133,129 | |||||||||||||||
|
January 31 – February 27, 2010
|
20,000 | $ | 34.12 | 1,113,129 | ||||||||||||
|
February 28 – March 27, 2010
|
1,113,129 | |||||||||||||||
| (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 27, 2010, cumulative total authorized
shares available for repurchase is 1.1 million shares.
|
27
| 10 | Material Contracts. | |||
|
|
||||
|
|
(i)(4) | Series 2004-A, Credit Agreement dated December 20, 2004 was filed as Exhibit 10(i) to a Form 8-K Current Report dated December 21, 2004 and the same is incorporated herein by reference. Schedules and Exhibits to such Agreement are filed herewith. | ||
|
|
||||
|
|
(i)(5) | First Amendment dated February 12, 2007 relating to Series 2004-A, Credit Agreement dated December 20, 2004, was filed as Exhibit 10(i) to a Form 8-K Current Report dated February 15, 2007 and the same is incorporated herein by reference. Schedules and Exhibits to such Agreement are filed herewith. | ||
|
|
||||
|
|
(j)(2) | Series 2002-A, Senior Note Agreement dated December 18, 2002 was filed as Exhibit 10(j)(2) to a Form 10-K Annual Report for the year ended December 28, 2002 and the same is incorporated herein by reference. Schedules and Exhibits to such Agreement are filed herewith. | ||
|
|
||||
| 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). | ||
| * |
Indicates a compensatory arrangement.
|
28
|
UNIVERSAL FOREST PRODUCTS, INC.
|
||||
| Date: April 21, 2010 | By: | /s/ Michael B. Glenn | ||
| Michael B. Glenn, | ||||
| Chief Executive Officer and Principal Executive Officer | ||||
| Date: April 21, 2010 | By: | /s/ Michael R. Cole | ||
| Michael R. Cole, | ||||
|
Chief Financial Officer,
Principal Financial Officer and Principal Accounting Officer |
||||
29
| Exhibit No. | Description | ||||||
|
|
|||||||
| 10 | Material Contracts. | ||||||
|
|
|||||||
| (i)(4) | Series 2004-A, Credit Agreement dated December 20, 2004 was filed as Exhibit 10(i) to a Form 8-K Current Report dated December 21, 2004 and the same is incorporated herein by reference. Schedules and Exhibits to such Agreement are filed herewith. | ||||||
|
|
|||||||
| (i)(5) | First Amendment dated February 12, 2007 relating to Series 2004-A, Credit Agreement dated December 20, 2004, was filed as Exhibit 10(i) to a Form 8-K Current Report dated February 15, 2007 and the same is incorporated herein by reference. Schedules and Exhibits to such Agreement are filed herewith. | ||||||
|
|
|||||||
| (j)(2) | Series 2002-A, Senior Note Agreement dated December 18, 2002 was filed as Exhibit 10(j)(2) to a Form 10-K Annual Report for the year ended December 28, 2002 and the same is incorporated herein by reference. Schedules and Exhibits to such Agreement are filed herewith. | ||||||
|
|
|||||||
| 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). | |||||
| * |
Indicates a compensatory arrangement.
|
30
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
Suppliers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|