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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 28, 2015

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-22684

 

UNIVERSAL FOREST PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

 

 

Registrant's telephone number, including area code (616) 364-6161

	NONE
	(Former name or former address, if changed since last report.)

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒

Accelerated Filer ☐

Non-Accelerated Filer ☐

Smaller reporting company ☐

Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

 

Class		Outstanding as of March 28, 2015
Common stock, no par value		20,119,879

 

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TABLE OF CONTENTS

 

PART I.	FINANCIAL INFORMATION.	Page No.
Item 1.	Financial Statements.
	Consolidated Condensed Balance Sheets at March 28, 2015, December 27, 2014 and March 29, 2014.	3
	Consolidated Condensed Statements of Earnings and Comprehensive Income for the Three Months Ended March 28, 2015 and March 29, 2014.	4
	Consolidated Condensed Statements of Equity for the Three Months Ended March 28, 2015 and March 29, 2014.	5
	Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 28, 2015 and March 29, 2014.	6
	Notes to Unaudited Consolidated Condensed Financial Statements.	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	24
Item 4.	Controls and Procedures.	25
PART II.	OTHER INFORMATION.
Item 1.	Legal Proceedings – NONE.
Item 1A.	Risk Factors – NONE.	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	26
Item 3.	Defaults upon Senior Securities – NONE.
Item 4.	Mine Safety Disclosures – NONE.
Item 5.	Other Information – NONE.	26
Item 6.	Exhibits.	29

 

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		March 28, 2015				December 27, 2014				March 29, 2014
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	22,888			$	-			$	-
Restricted cash			710				405				720
Accounts receivable, net			260,926				195,912				242,433
Inventories:
Raw materials			221,360				183,770				168,310
Finished goods			183,351				156,278				143,700
Total inventories			404,711				340,048				312,010
Refundable income taxes			-				11,934				-
Deferred income taxes			6,267				6,284				6,850
Other current assets			13,717				18,423				20,339
TOTAL CURRENT ASSETS			709,219				573,006				582,352
DEFERRED INCOME TAXES			1,163				1,079				1,307
OTHER ASSETS			8,511				9,565				11,757
GOODWILL			184,064				183,062				160,945
INDEFINITE-LIVED INTANGIBLE ASSETS			2,340				2,340				2,340
OTHER INTANGIBLE ASSETS, NET			6,709				6,479				6,664
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment			620,146				604,398				587,159
Less accumulated depreciation and amortization			(364,684	)			(356,129	)			(345,740	)
PROPERTY, PLANT AND EQUIPMENT, NET			255,462				248,269				241,419
TOTAL ASSETS		$	1,167,468			$	1,023,800			$	1,006,784
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Cash overdraft		$	21,585			$	621			$	12,151
Accounts payable			114,225				89,105				91,015
Accrued liabilities:
Compensation and benefits			52,011				62,143				35,596
Income taxes			4,218				-				458
Other			23,097				23,591				21,000
Current portion of long-term debt			21				-				-
TOTAL CURRENT LIABILITIES			215,157				175,460				160,220
LONG-TERM DEBT, less current portion			187,020				98,645				143,471
DEFERRED INCOME TAXES			30,751				30,933				26,627
OTHER LIABILITIES			19,558				19,202				16,044
TOTAL LIABILITIES			452,486				324,240				346,362
SHAREHOLDERS' 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, 20,119,879, 19,984,451, and 20,048,764.		$	20,120			$	19,984			$	20,049
Additional paid-in capital			167,786				162,483				159,278
Retained earnings			512,421				502,334				469,028
Accumulated other comprehensive income			491				1,348				2,864
Employee stock notes receivable			(278	)			(455	)			(540	)
Total controlling interest shareholders' equity			700,540				685,694				650,679
Noncontrolling interest			14,442				13,866				9,743
TOTAL SHAREHOLDERS' EQUITY			714,982				699,560				660,422
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	1,167,468			$	1,023,800			$	1,006,784

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Universal Forest Products, Inc. is a holding company that provides capital, management and administrative resources to subsidiaries that supply wood, wood composite and other products to three robust markets: retail, construction and industrial.  Founded in 1955, the Company is headquartered in Grand Rapids, Mich., with affiliates throughout North America and Australia. For more about Universal Forest Products, go to www.ufpi.com.

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act, as amended, that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the markets we serve, the economy and the Company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” “likely,” “plans,” “projects,” “should,” variations of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. The Company does not undertake to update forward-looking statements to reflect facts, circumstances, events, or assumptions that occur after the date the forward-looking statements are made. Actual results could differ materially from those included in such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty. Among the factors that could cause actual results to differ materially from forward-looking statements are the following: fluctuations in the price of lumber; adverse or unusual weather conditions; adverse economic conditions in the markets we serve; government regulations, particularly involving environmental and safety regulations; and our ability to make successful business acquisitions. Certain of these risk factors as well as other risk factors and additional information are included in the Company's reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission. We are pleased to present this overview of 2015.

 

OVERVIEW

 

Our results for the first quarter of 2015 were impacted by the following:

Our overall sales increased primarily due to a 14% increase in our unit sales while our overall selling prices remained flat due to the commodity lumber market (see Historical Lumber Prices).  Our 14% increase in unit sales was driven by market share gains and solid demand in the Retail market, strong organic growth on sales to the Industrial market, and growth due to businesses we acquired after the first quarter of 2014.   

·	Our operating profit percentage increased to 2.8% from 2.3% comparing 2015 to 2014 primarily due to our growth in sales to the Industrial market and improved profitability on sales to the Construction market.

 

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HISTORICAL LUMBER PRICES

We experience significant fluctuations in the cost of commodity lumber products from primary producers ("Lumber Market"). The following table presents the Random Lengths framing lumber composite price:

 

In addition, a Southern Yellow Pine ("SYP") composite price, which we prepare and use, is presented below.  Sales of products produced using this species, which primarily consists of our preservative-treated products, may comprise approximately 50% of our sales volume.

 

IMPACT OF THE LUMBER MARKET ON OUR OPERATING RESULTS

We generally price our products to pass lumber costs through to our customers so that our profitability is based on the value-added manufacturing, distribution, engineering, and other services we provide.  As a result, our sales levels (and working capital requirements) are impacted by the lumber costs of our products.  Lumber costs are a significant percentage of our cost of goods sold.

 

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Our gross margins are impacted by (1) the relative level of the Lumber Market (i.e. whether prices are higher or lower from comparative periods), and (2) the trend in the market price of lumber (i.e. whether the price of lumber is increasing or decreasing within a period or from period to period). Moreover, as explained below, our products are priced differently.  Some of our products have fixed selling prices, while the selling prices of other products are indexed to the reported Lumber Market with a fixed dollar adder to cover conversion costs and profits.  Consequently, the level and trend of the Lumber Market impact our products differently.

Below is a general description of the primary ways in which our products are priced.

Ÿ

Products with fixed selling prices.  These products include value-added products such as deck components and fencing sold to retail building materials customers, as well as trusses, wall panels and other components sold to the residential 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 with our suppliers for these sales commitments.  Also, the time period and quantity limitations generally allow us to re-price our products for changes in lumber costs from our suppliers.

Ÿ

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 we 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.  As a result of the decline in the housing market and our sales to residential and commercial builders, a greater percentage of our sales fall into this general pricing category.  Consequently, we believe our profitability may be impacted to a much greater extent to changes in the trend of lumber prices.

Changes in the trend of lumber prices have their greatest impact on the following products:

Ÿ

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 15% 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.)

 

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Ÿ	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.

In addition to the impact of the Lumber Market trends on gross margins, changes in the level of the market cause fluctuations in gross margins when comparing operating results from period to period. This is explained in the following example, which assumes the price of lumber has increased from period one to period two, with no changes in the trend within each period.

As is apparent from the preceding example, the level of lumber prices does not impact our overall profits, but does impact our margins.  Gross margins are negatively impacted during periods of high lumber prices; conversely, we experience margin improvement when lumber prices are relatively low.

 

BUSINESS COMBINATIONS

We completed two business acquisitions during the first quarter of 2015 and five during all of 2014.  Each of the acquisitions was accounted for using the purchase method.  The annual revenue of these acquisitions is approximately $92 million.  These business combinations were not significant to our operating results individually or in aggregate, and thus pro forma results for 2015 and 2014 are not presented.

See Notes to the Unaudited Condensed Consolidated Financial Statements, Note F, "Business Combinations" for additional information.

 

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RESULTS OF OPERATIONS

The following table presents, for the periods indicated, the components of our Unaudited  Condensed Consolidated Statements of Earnings as a percentage of net sales.

 

Note: Actual percentages are calculated and may not sum to total due to rounding.

GROSS SALES

We design, manufacture and market wood and wood-alternative products for national home centers and other retailers, structural lumber and other products for the manufactured housing industry, engineered wood components for residential and commercial construction, and specialty wood packaging, components and packing materials for various industries.  Our strategic long-term sales objectives include:

Ÿ

Diversifying our end market sales mix by increasing sales of specialty wood packaging to industrial users, increasing our penetration of the concrete forming market, increasing our sales of engineered wood components for custom home, multi-family, military and light commercial construction, and increasing our market share with independent retailers.

Ÿ	Expanding geographically in our core businesses, domestically and internationally.

Ÿ

Increasing sales of “value-added” products, which primarily consist of fencing, decking, lattice, and other specialty products sold to the retail building materials 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.

Ÿ	Developing new products and expanding our product offering for existing customers.  New product sales were $38.6 million in the first quarter of 2015 compared to $29.0 million during the first quarter of 2014.

 

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Ÿ	Maximizing unit sales growth while achieving return on investment goals.

The following table presents, for the periods indicated, our gross sales and percentage change in gross sales by market classification.

 

During 2015, certain customers were reclassified to a different market.  Prior year information has been restated to reflect these changes.

Gross sales in the first quarter of 2015 increased 14.2% compared to the same period of 2014, due to a 14% increase in unit sales as selling prices remained flat due to the Lumber Market.  Businesses we acquired since the first quarter of 2014 contributed 5% to our unit sales growth.

Changes in our gross sales by market are discussed below.

Retail:

Gross sales to the retail building materials market increased over 14% in the first quarter of 2015 compared to the same period of 2014, due to an increase in unit sales.  Within this market, sales to our big box customers increased 14.0% while our sales to other retailers increased 14.9%.  Our unit sales increased primarily due to market share gains in certain core product lines, our new product sales initiative, and an improvement in customer and consumer demand.

Industrial:

Gross sales to the industrial market increased 23% in the first quarter of 2015 compared to the same period of 2014, resulting from a 22% increase in unit sales and a 1% rise in selling prices.  Businesses we acquired since the first quarter of 2014 contributed 14% to our unit sales growth.  The remaining 8% organic growth was due to a combination of new customers and increased sales to existing customers as we increased market share and demand improved.

 

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Construction:

Gross sales to the construction market increased almost 6% in the first quarter of 2015 compared to 2014.  The increase was due to a 6% increase in unit sales while our selling prices remained flat.  By comparison, production of HUD-code homes in January and February 2015 were up 11.5% compared to 2014, as modular home production remained flat, and national housing starts increased approximately 8.2% in the period from December 2014 through February 2015 (our sales trail housing starts by about a month) compared to the same period of 2014.  Our increase in unit sales was primarily driven by a 5% increase in unit sales to the manufactured housing market and a 17% increase in unit sales related to commercial construction.  Our unit sales related to residential construction increased 2% as we continue to be selective in the business that we pursue.

Value-Added and Commodity-Based Sales:

The following table presents, for the periods indicated, our percentage of value-added and commodity-based sales to total sales.  Value-added products generally carry higher gross margins than our commodity-based products.

COST OF GOODS SOLD AND GROSS PROFIT

Our gross profit percentage increased to 12.6% from 11.9% comparing the first quarter of 2015 to the same period of 2014.  Our gross profit dollars increased by $13.6 million, or 20.6%, which compares favorably with our 14% increase in unit sales.  The improvement in our profitability in the first quarter of 2015 is attributable to the following factors:

·

Over $7.4 million of our gross profit increase is attributable to our growth in sales to the Industrial market.

·

Our growth in sales to the Construction market added $4.2 million to our gross profits due in part to our efforts to be more selective in the business that we pursue.

·

Our growth in sales to the Retail market added approximately $1.1 million to our gross profits.

 

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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses increased by approximately $7.8 million, or 14.5%, in the first quarter of 2015 compared to the same period of 2014, while we reported a 14% increase in unit sales.  The increase in SG&A was primarily due to increases in compensation and benefit costs tied to an increase in headcount and incentive compensation resulting from an increase in our profitability.  Businesses we acquired since the first quarter of 2014 added almost $3 million to our SG&A costs.  SG&A expenses continue to be a focal point for management.

INTEREST, NET

Net interest costs were higher in the first quarter of 2015 compared to the same period of 2014, due to additional interest expense resulting from higher debt levels in 2015.

INCOME TAXES

Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for state and local income taxes and permanent tax differences.  Our effective tax rate was 36.1% in the first quarter of 2015 compared to 35.6% for same period of 2014.  The increase is primarily due to the recognition of a $145,000 non-taxable life insurance benefit in 2014 as well as a decrease of $70,000 in 2015 of state tax credits which the State of California is phasing out beginning in 2015.  This increase is partially offset by a lower state effective income tax rate in 2015.

SEGMENT REPORTING

The following table presents, for the periods indicated, our net sales and earnings from operations by reportable segment.

 

 

Net sales to the North reportable segment increased in the first quarter of 2015 compared to 2014 due to an increase in sales to retail and manufactured housing customers.

 

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Earnings from operations for the North reportable segment increased in the first quarter of 2015 compared to 2014, primarily due to an increase in overall unit sales, improved profitability on our sales to the Construction market, and improved profitability in our Great Lakes region due to an increase in gross margin within the Retail market.

Net sales to the South reportable segment increased in the first quarter of 2015 compared to 2014 primarily due to an increase in sales to the Retail and Industrial markets.

Earnings from operations for the South reportable segment decreased in the first quarter of 2015 compared to 2014 primarily due to a decrease in gross margin primarily within the Retail and Industrial markets.  The decrease was primarily due to a less favorable Lumber Market and certain large-scale business accepted at a lower margin.

Net sales to the Western reportable segment increased in the first quarter of 2015 compared to 2014 primarily due to an increase in sales to the Retail and Industrial markets, which were offset by a decrease in sales to Manufactured Housing customers within the Construction market.

Earnings from operations for the Western reportable segment increased in the first quarter of 2015 compared to 2014 primarily due to the increase in unit sales.

 

Net sales to all other segments increased in the first quarter of 2015 compared to 2014, primarily due to an increase in sales to the Retail and Industrial markets.

Earnings from operations for all other segments decreased in the first quarter of 2015 compared to 2014, primarily due to our Universal Consumer Products operations.

OFF-BALANCE SHEET TRANSACTIONS

We have no significant off-balance sheet transactions other than operating leases.

 

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LIQUIDITY AND CAPITAL RESOURCES

The table below presents, for the periods indicated, a summary of our cash flow statement (in thousands):

 

In general, we financed our growth in the past through a combination of operating cash flows, our revolving credit facility, industrial development bonds (when circumstances permit), and issuance of long-term notes payable at times when interest rates are favorable.  We have not issued equity to finance growth except in the case of a large acquisition.  We manage our capital structure by attempting to maintain a targeted ratio of debt to equity and debt to earnings before interest, taxes, depreciation and amortization.  We believe this is one of many important factors to maintaining a strong credit profile, which in turn helps ensure timely access to capital when needed.

Seasonality has a significant impact on our working capital from January to August which historically results in negative or modest cash flows from operations in our first and second quarters. Conversely, we experience a substantial decrease in working capital from September to December which typically results in significant cash flow from operations in our third and fourth quarters.

Due to the seasonality of our business and the effects of the Lumber Market, we believe our cash cycle (days of sales outstanding plus days supply of inventory less days payables outstanding) is a good indicator of our working capital management.  Our cash cycle increased to 65 days in the first three months of 2015 from 62 days in the first three months of 2014.  Consistent with our historical pattern, our working capital needs are subject to inclement weather and lower inventory turnover.  In addition, we carried higher levels of safety stock inventory in 2015 due to industry transportation challenges.

Cash used in operating activities was $50.5 million in the first three months of 2015, which was comprised of net earnings of $10.8 million and $10.1 million of non-cash expenses, offset by a $71.4 million increase in working capital since the end of 2014 due to the seasonality of our business.

Purchases of property, plants, and equipment comprised most of our cash used in investing activities during the first three months of 2015 and totaled $15.1 million.  We currently plan to spend up to $45 million in 2015.  Outstanding purchase commitments on existing capital projects totaled approximately $6.6 million on March 28, 2015.  We intend to fund capital expenditures and purchase commitments through our operating cash flows for the balance of the year.  Additionally, we collected $5.8 million of outstanding notes receivables during the first three months of 2015.  Finally, cash flows used in investing activities also included $2.7 million used for acquisitions.  See Notes to Unaudited Consolidated Condensed Financial Statements, Note F “Business Combinations”.

 

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On March 28, 2015, we had $102.0 million outstanding on our $295 million revolving credit facility. The revolving credit facility also supports letters of credit totaling approximately $9.8 million on March 28, 2015.  Financial covenants on the unsecured revolving credit facility and unsecured notes include minimum interest tests and a maximum leverage ratio. The agreements also restrict the amount of additional indebtedness we may incur and the amount of assets which may be sold.  We were in compliance with all our covenant requirements on March 28, 2015.

 

ENVIRONMENTAL CONSIDERATIONS AND REGULATIONS

See Notes to Unaudited Consolidated Condensed Financial Statements, Note E, "Commitments, Contingencies, and Guarantees."

 

CRITICAL ACCOUNTING POLICIES

In preparing our consolidated financial statements, we follow accounting principles generally accepted in the United States.  These principles require us to make certain estimates and apply judgments that affect our financial position and results of operations. We continually review our accounting policies and financial information disclosures.  There have been no material changes in our policies or estimates since December 27, 2014.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

We are exposed to market risks related to fluctuations in interest rates on our variable rate debt, which consists of a revolving credit facility and industrial development revenue bonds.  We do not currently use interest rate swaps, futures contracts or options on futures, or other types of derivative financial instruments to mitigate this risk.

For fixed rate debt, changes in interest rates generally affect the fair market value, but not earnings or cash flows.  Conversely, for variable rate debt, changes in interest rates generally do not influence fair market value, but do affect future earnings and cash flows.  We do not have an obligation to prepay fixed rate debt prior to maturity, and as a result, interest rate risk and changes in fair market value should not have a significant impact on such debt until we would be required to refinance it.

We are subject to fluctuations in the price of lumber.  We experience significant fluctuations in the cost of commodity lumber products from primary producers (the "Lumber Market").  A variety of factors over which we have no control, including government regulations, transportation, environmental regulations, weather conditions, economic conditions, and natural disasters, impact the cost of lumber products and our selling prices.  While we attempt to minimize our risk from severe price fluctuations, substantial, prolonged trends in lumber prices can affect our sales volume, our gross margins, and our profitability.  We anticipate that these fluctuations will continue in the future.  (See “Impact of the Lumber Market on Our Operating Results.”)

 

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UNIVERSAL FOREST PRODUCTS, INC.

 

Item 4.  Controls and Procedures.

(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 28, 2015 (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 28, 2015, 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.

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UNIVERSAL FOREST PRODUCTS, INC.

PART II.  OTHER INFORMATION

Item 1A.  Risk Factors.

None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

 

(a)

None.

 

(c)	Issuer purchases of equity securities.

Fiscal Month		(a)				(b)				(c)				(d)
December 28 – January 31, 2015(1)														$	2,883,216
February 1 – 28, 2015			1,513			$	51.32								2,881,703
March 1 – 28, 2015														$	2,881,703

(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.  On October 14, 2011, our Board authorized an additional 2 million shares to be repurchased under our share repurchase program.  The total number of shares that may be repurchased under the program is approximately 3 million shares.

Item 5.  Other Information.

None.

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UNIVERSAL FOREST PRODUCTS, INC.

PART II.  OTHER INFORMATION

Item 6.  Exhibits.

The following exhibits (listed by number corresponding to the Exhibit Table as Item 601 in Regulation S-K) are filed with this report:

31	Certifications.

 

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).

101	Interactive Data File.

(INS)

XBRL Instance Document.

(SCH)

XBRL Schema Document.

(CAL)

XBRL Taxonomy Extension Calculation Linkbase Document.

(LAB)

XBRL Taxonomy Extension Label Linkbase Document.

(PRE)

XBRL Taxonomy Extension Presentation Linkbase Document.

(DEF)

XBRL Taxonomy Extension Definition Linkbase Document.

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UNIVERSAL FOREST PRODUCTS, INC.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

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EXHIBIT INDEX

 

Exhibit No.

Description

31	Certifications.

 

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).

101	Interactive Data File.

(INS)

XBRL Instance Document.

(SCH)

XBRL Schema Document.

(CAL)

XBRL Taxonomy Extension Calculation Linkbase Document.

(LAB)

XBRL Taxonomy Extension Label Linkbase Document.

(PRE)

XBRL Taxonomy Extension Presentation Linkbase Document.

(DEF)

XBRL Taxonomy Extension Definition Linkbase Document.

 

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*	Indicates a compensatory arrangement.

 

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