Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑Q10-Q

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

For the quarterly period ended September 30, 2017June 25, 2022

OR

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

Commission File Number 0‑226840-22684

UNIVERSAL FOREST PRODUCTS,UFP INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Michigan

    

38‑146583538-1465835

(State or other jurisdiction of incorporation or

(I.R.S. Employer Identification Number)

organization)

2801 East Beltline NE, Grand Rapids, Michigan

49525

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (616) 364‑6161364-6161

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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b‑212b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller reporting company Reporting Company

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with ana new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b‑212b-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 September 30, 2017June 25, 2022

Common stock, $1 par value

20,391,39961,622,527


Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

TABLE OF CONTENTS

PART I.

FINANCIAL INFORMATION.

Page No.Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Common Stock, no par value

Item 1.UFPI

Financial StatementsThe Nasdaq Stock Market, LLC

Table of Contents

UFP INDUSTRIES, INC.

TABLE OF CONTENTS

PART I.

FINANCIAL INFORMATION.

Page No.

Item 1.

Financial Statements

3

Condensed Consolidated Condensed Balance Sheets at September 30, 2017,June 25, 2022, December 31, 201625, 2021 and September 24, 2016June 26, 2021

3

Condensed Consolidated Condensed Statements of Earnings and Comprehensive Income for the Three and Six Months Ended June 25, 2022 and Nine Months Ended September 30, 2017 and September 24, 2016June 26, 2021

4

Condensed Consolidated Condensed Statements of Shareholders’ Equity for the NineThree and Six Months Ended September 30, 2017June 25, 2022 and September 24, 2016June 26, 2021

5

Condensed Consolidated Condensed Statements of Cash Flows for the NineThree and Six Months Ended September 30, 2017June 25, 2022 and September 24, 2016June 26, 2021

6

7

Notes to Unaudited Condensed Consolidated Condensed Financial Statements

7

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15

18

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

28

34

Item 4.

Controls and Procedures

28

35

PART II.

OTHER INFORMATION

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings – NONE

Item 1A.

Risk Factors - NONE

29

35

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

29

35

Item 3.

Defaults upon Senior Securities – NONE

Item 4.

Mine Safety Disclosures – NONE

Item 5.

Other Information – NONE

29

35

Item 6.

Exhibits

30

36

2


Table of Contents

UNIVERSAL FOREST PRODUCTS,UFP INDUSTRIES, INC.

CONDENSED CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except share data)

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 24,

 

 

    

2017

    

2016

    

2016

 

ASSETS

 

 

 

  

 

 

  

 

 

 

CURRENT ASSETS:

 

 

 

  

 

 

  

 

 

 

Cash and cash equivalents

 

$

22,044

    

$

34,091

  

$

36,683

 

Restricted cash

 

 

905

 

 

398

  

 

909

 

Investments

 

 

10,781

 

 

10,348

  

 

10,453

 

Accounts receivable, net

 

 

419,183

 

 

282,253

  

 

343,771

 

Inventories:

 

 

 

  

 

 

  

 

 

 

Raw materials

 

 

203,930

 

 

198,954

  

 

180,740

 

Finished goods

 

 

208,556

 

 

198,273

  

 

189,188

 

Total inventories

 

 

412,486

 

 

397,227

  

 

369,928

 

Refundable income taxes

 

 

763

 

 

11,459

  

 

7,407

 

Other current assets

 

 

22,438

 

 

20,662

  

 

21,636

 

TOTAL CURRENT ASSETS

 

 

888,600

 

 

756,438

 

 

790,787

 

DEFERRED INCOME TAXES

 

 

1,899

 

 

1,546

  

 

2,416

 

RESTRICTED INVESTMENTS

 

 

7,982

 

 

 —

  

 

 —

 

OTHER ASSETS

 

 

7,634

 

 

8,617

  

 

8,757

 

GOODWILL

 

 

212,029

 

 

198,535

  

 

207,832

 

INDEFINITE-LIVED INTANGIBLE ASSETS

 

 

7,580

 

 

2,340

  

 

2,340

 

OTHER INTANGIBLE ASSETS, NET

 

 

36,093

 

 

26,731

  

 

14,014

 

PROPERTY, PLANT AND EQUIPMENT:

 

 

 

  

 

 

  

 

 

 

  Property, plant and equipment

 

 

754,175

 

 

699,462

 

 

717,287

 

Less accumulated depreciation and amortization

 

 

(429,066)

 

 

(401,611)

  

 

(432,796)

 

       PROPERTY, PLANT AND EQUIPMENT, NET

 

 

325,109

 

 

297,851

 

 

284,491

 

TOTAL ASSETS

 

 

1,486,926

 

 

1,292,058

 

 

1,310,637

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

  

 

 

  

 

 

 

CURRENT LIABILITIES:

 

 

 

  

 

 

  

 

 

 

Cash overdraft

 

$

26,617

 

$

19,761

  

$

13,940

 

Accounts payable

 

 

171,774

 

 

124,660

  

 

137,979

 

Accrued liabilities:

 

 

 

  

 

 

  

 

 

 

Compensation and benefits

 

 

88,185

 

 

92,441

  

 

99,549

 

Other

 

 

50,179

 

 

32,281

  

 

57,104

 

Current portion of long-term debt

 

 

2,197

 

 

2,634

  

 

1,584

 

TOTAL CURRENT LIABILITIES

 

 

338,952

 

 

271,777

  

 

310,156

 

LONG-TERM DEBT

 

 

145,884

 

 

109,059

  

 

110,362

 

DEFERRED INCOME TAXES

 

 

22,806

 

 

20,817

  

 

14,066

 

OTHER LIABILITIES

 

 

29,204

 

 

29,939

  

 

28,963

 

TOTAL LIABILITIES

 

 

536,846

 

 

431,592

  

 

463,547

 

SHAREHOLDERS’ EQUITY:

 

 

 

  

 

 

  

 

 

 

Controlling interest shareholders’ equity:

 

 

 

  

 

 

  

 

 

 

Preferred stock, no par value; shares authorized 1,000,000; issued and outstanding, none

 

$

 —

 

$

 —

  

$

 —

 

Common stock, $1 par value; shares authorized 80,000,000; issued and outstanding, 20,391,399, 20,342,069 and 20,330,939

 

 

20,391

 

 

20,342

  

 

20,331

 

Additional paid-in capital

 

 

200,778

 

 

185,333

  

 

183,962

 

Retained earnings

 

 

715,497

 

 

649,135

  

 

637,536

 

Accumulated other comprehensive income

 

 

(871)

 

 

(5,630)

  

 

(4,854)

 

Total controlling interest shareholders’ equity

 

 

935,795

 

 

849,180

  

 

836,975

 

Noncontrolling interest

 

 

14,285

 

 

11,286

  

 

10,115

 

TOTAL SHAREHOLDERS’ EQUITY

 

 

950,080

 

 

860,466

  

 

847,090

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

1,486,926

 

$

1,292,058

  

$

1,310,637

 

(in thousands, except share data)

June 25,

December 25,

June 26,

    

2022

    

2021

    

2021

ASSETS

  

  

CURRENT ASSETS:

  

  

Cash and cash equivalents

$

138,071

    

$

286,662

  

$

44,286

Restricted cash

 

729

 

4,561

  

 

629

Investments

 

35,475

 

36,495

  

 

33,827

Accounts receivable, net

 

1,046,543

 

737,805

  

 

980,571

Inventories:

  

  

Raw materials

 

490,923

 

416,043

  

 

540,289

Finished goods

 

615,379

 

547,277

  

 

486,199

Total inventories

 

1,106,302

 

963,320

  

 

1,026,488

Refundable income taxes

 

13,083

 

4,806

  

 

Other current assets

 

36,241

 

39,827

  

 

36,699

TOTAL CURRENT ASSETS

 

2,376,444

 

2,073,476

 

2,122,500

DEFERRED INCOME TAXES

 

3,568

 

3,462

  

 

2,362

RESTRICTED INVESTMENTS

19,885

 

19,310

  

 

18,896

RIGHT OF USE ASSETS

107,825

96,703

97,597

OTHER ASSETS

 

32,186

 

31,876

  

 

29,631

GOODWILL

 

320,532

 

315,038

  

 

318,108

INDEFINITE-LIVED INTANGIBLE ASSETS

 

7,350

 

7,369

  

 

7,401

OTHER INTANGIBLE ASSETS, NET

 

117,869

 

109,017

  

 

98,601

PROPERTY, PLANT AND EQUIPMENT:

  

  

Property, plant and equipment

1,286,037

1,212,113

1,120,381

Less accumulated depreciation and amortization

 

(660,873)

 

(623,093)

  

 

(587,194)

PROPERTY, PLANT AND EQUIPMENT, NET

625,164

589,020

533,187

TOTAL ASSETS

3,610,823

3,245,271

3,228,283

LIABILITIES AND SHAREHOLDERS’ EQUITY

  

  

CURRENT LIABILITIES:

  

  

Cash overdraft

$

11,926

$

17,030

  

$

34,229

Accounts payable

386,833

319,125

  

359,484

Accrued liabilities:

  

  

Compensation and benefits

 

252,723

 

289,196

  

 

213,655

Income taxes

11,188

Other

 

107,112

 

84,853

  

 

90,153

Current portion of lease liability

24,903

23,155

22,511

Current portion of long-term debt

 

40,496

 

42,683

  

 

97

TOTAL CURRENT LIABILITIES

 

823,993

 

776,042

  

 

731,317

LONG-TERM DEBT

 

276,315

 

277,567

  

 

571,856

LEASE LIABILITY

86,464

76,632

78,564

DEFERRED INCOME TAXES

 

63,389

 

60,964

  

 

34,983

OTHER LIABILITIES

 

35,594

 

37,497

  

 

52,000

TOTAL LIABILITIES

 

1,285,755

 

1,228,702

  

 

1,468,720

SHAREHOLDERS’ EQUITY:

  

  

Controlling interest shareholders’ equity:

  

  

Preferred stock, 0 par value; shares authorized 1,000,000; issued and outstanding, NaN

$

$

  

$

Common stock, $1 par value; shares authorized 80,000,000; issued and outstanding, 61,622,527, 61,901,851 and 61,850,733

 

61,623

 

61,902

  

 

61,851

Additional paid-in capital

 

275,061

 

243,995

  

 

235,309

Retained earnings

 

1,950,922

 

1,678,121

  

 

1,440,833

Accumulated other comprehensive loss

 

(7,458)

 

(5,405)

  

 

(1,464)

Total controlling interest shareholders’ equity

 

2,280,148

 

1,978,613

  

 

1,736,529

Noncontrolling interest

 

44,920

 

37,956

  

 

23,034

TOTAL SHAREHOLDERS’ EQUITY

 

2,325,068

 

2,016,569

  

 

1,759,563

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

3,610,823

$

3,245,271

  

$

3,228,283

See notes to consolidated condensed financial statements.statements.

3


Table of Contents

UNIVERSAL FOREST PRODUCTS,UFP INDUSTRIES, INC.

CONDENSED CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 24,

 

September 30,

 

September 24,

 

 

    

2017

    

2016

    

2017

    

2016

    

NET SALES

 

$

1,056,586

    

$

826,665

  

$

2,975,091

    

$

2,380,909

    

COST OF GOODS SOLD

 

 

911,899

 

 

708,611

  

 

2,561,424

 

 

2,028,629

 

GROSS PROFIT

 

 

144,687

 

 

118,054

  

 

413,667

 

 

352,280

 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

 

92,416

 

 

74,502

  

 

273,676

 

 

223,153

 

EARNINGS FROM OPERATIONS

 

 

52,271

 

 

43,552

  

 

139,991

 

 

129,127

 

INTEREST EXPENSE

 

 

1,481

 

 

1,096

  

 

4,825

 

 

3,274

 

INTEREST INCOME

 

 

(130)

 

 

(119)

  

 

(541)

 

 

(431)

 

EQUITY IN EARNINGS OF INVESTEE

 

 

 1

 

 

(50)

  

 

(25)

 

 

(241)

 

 

 

 

1,352

 

 

927

  

 

4,259

 

 

2,602

 

EARNINGS BEFORE INCOME TAXES

 

 

50,919

 

 

42,625

  

 

135,732

 

 

126,525

 

INCOME TAXES

 

 

16,250

 

 

13,861

  

 

44,855

 

 

43,268

 

NET EARNINGS

 

 

34,669

 

 

28,764

  

 

90,877

 

 

83,257

 

LESS NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

 

(976)

 

 

(945)

  

 

(2,480)

 

 

(2,828)

 

NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST

 

$

33,693

 

$

27,819

  

$

88,397

 

$

80,429

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE - BASIC

 

$

1.65

 

$

1.36

  

$

4.32

 

$

3.95

 

EARNINGS PER SHARE - DILUTED

 

$

1.64

 

$

1.36

  

$

4.31

 

$

3.94

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME:

 

 

 

 

 

 

 

 

 

 

 

 

 

NET EARNINGS

 

 

34,669

 

 

28,764

  

 

90,877

 

 

83,257

 

OTHER COMPREHENSIVE GAIN (LOSS)

 

 

1,719

 

 

(1,156)

  

 

6,141

 

 

(1,521)

 

COMPREHENSIVE INCOME

 

 

36,388

 

 

27,608

  

 

97,018

 

 

81,736

 

LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

 

(975)

 

 

(495)

  

 

(3,862)

 

 

(1,576)

 

COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST

 

$

35,413

 

$

27,113

  

$

93,156

 

$

80,160

 

(in thousands, except per share data)

Three Months Ended

Six Months Ended

June 25,

June 26,

June 25,

June 26,

    

2022

    

2021

    

2022

    

2021

    

NET SALES

$

2,900,874

    

$

2,700,541

  

$

5,390,187

    

$

4,525,545

    

COST OF GOODS SOLD

 

2,397,422

 

2,279,247

  

 

4,408,372

 

3,817,697

GROSS PROFIT

 

503,452

 

421,294

  

 

981,815

 

707,848

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

214,538

 

184,539

  

 

434,688

 

334,637

OTHER GAINS, NET

3,348

(180)

2,536

(1,211)

EARNINGS FROM OPERATIONS

 

285,566

 

236,935

  

 

544,591

 

374,422

INTEREST EXPENSE

 

3,395

 

3,899

  

 

6,697

 

7,050

INTEREST AND INVESTMENT LOSS (INCOME)

 

4,154

 

(1,689)

  

 

5,247

 

(3,985)

EQUITY IN EARNINGS OF INVESTEE

1,017

835

1,532

1,465

 

8,566

 

3,045

  

 

13,476

 

4,530

EARNINGS BEFORE INCOME TAXES

 

277,000

 

233,890

  

 

531,115

 

369,892

INCOME TAXES

 

69,147

 

58,530

  

 

130,131

 

90,281

NET EARNINGS

 

207,853

 

175,360

  

 

400,984

 

279,611

LESS NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

(4,735)

 

(1,978)

  

 

(8,163)

 

(2,918)

NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST

$

203,118

$

173,382

  

$

392,821

$

276,693

EARNINGS PER SHARE – BASIC

$

3.24

$

2.79

  

$

6.25

$

4.46

EARNINGS PER SHARE – DILUTED

$

3.23

$

2.78

  

$

6.22

$

4.45

OTHER COMPREHENSIVE INCOME:

NET EARNINGS

 

207,853

 

175,360

  

 

400,984

 

279,611

OTHER COMPREHENSIVE GAIN (LOSS)

 

(4,383)

 

2,720

  

 

(1,199)

 

524

COMPREHENSIVE INCOME

 

203,470

 

178,080

  

 

399,785

 

280,135

LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

(4,640)

 

(2,698)

  

 

(9,017)

 

(3,112)

COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST

$

198,830

$

175,382

  

$

390,768

$

277,023

See notes to consolidated condensed financial statements.

4


Table of Contents

UNIVERSAL FOREST PRODUCTS,UFP INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(in thousands, except share and per share data)

Controlling Interest Shareholders’ Equity

Accumulated

Additional

Other

Common

Paid-In

Retained

Comprehensive

Noncontrolling

    

Stock

    

Capital

    

Earnings

    

Earnings

    

Interest

    

Total

Balance on December 26, 2021

$

61,902

$

243,995

$

1,678,121

$

(5,405)

$

37,956

  

$

2,016,569

Net earnings

  

  

 

189,703

 

  

 

3,428

  

 

193,131

Foreign currency translation adjustment

  

  

  

 

2,930

 

949

  

 

3,879

Unrealized loss on debt securities

  

  

  

 

(695)

 

  

 

(695)

Distributions to noncontrolling interest

  

  

  

  

 

(2,053)

 

(2,053)

Cash dividends - $0.20 per share - quarterly

(12,541)

 

  

 

  

 

(12,541)

Issuance of 9,734 shares under employee stock purchase plan

 

10

653

  

  

  

 

663

Issuance of 787,045 shares under stock grant programs

 

787

8,959

  

  

  

 

9,746

Issuance of 79,973 shares under deferred compensation plans

 

80

(80)

  

  

  

 

Repurchase of 44,442 shares

 

(45)

(3,499)

  

  

 

  

 

(3,544)

Expense associated with share-based compensation arrangements

6,883

 

  

 

  

 

6,883

Accrued expense under deferred compensation plans

6,134

  

  

  

  

  

6,134

Balance on March 26, 2022

$

62,734

$

266,544

  

$

1,851,784

$

(3,170)

  

$

40,280

  

$

2,218,172

Net earnings

203,118

4,735

 

207,853

Foreign currency translation adjustment

(3,660)

(95)

 

(3,755)

Unrealized loss on debt securities

(628)

 

(628)

Cash dividends - $0.25 per share - quarterly

(15,474)

 

(15,474)

Issuance of 13,875 shares under employee stock plans

 

14

781

 

795

Issuance of 28,154 shares under stock grant programs

 

28

1,092

 

1,120

Issuance of 11,605 shares under deferred compensation plans

 

12

(12)

 

Repurchase of 1,165,268 shares

(1,165)

(88,506)

(89,671)

Expense associated with share-based compensation arrangements

5,556

 

5,556

Accrued expense under deferred compensation plans

1,100

 

1,100

Balance on June 25, 2022

$

61,623

$

275,061

  

$

1,950,922

$

(7,458)

  

$

44,920

  

$

2,325,068

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling Interest Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Other

 

 

 

 

 

 

 

 

Common

 

Paid-In

 

Retained

 

Comprehensive

 

Noncontrolling

 

 

 

 

    

Stock

    

Capital

    

Earnings

    

Earnings

    

Interest

    

Total

Balance at December 26, 2015

 

$

20,142

 

$

171,562

  

$

565,636

 

$

(4,585)

  

$

13,654

  

$

766,409

Net earnings

 

 

 

  

 

 

  

 

80,429

 

 

  

 

 

2,828

  

 

83,257

Foreign currency translation adjustment

 

 

 

  

 

 

  

 

 

  

 

(620)

 

 

(1,252)

  

 

(1,872)

Unrealized gain (loss) on investment & foreign currency

 

 

 

  

 

 

  

 

 

  

 

351

 

 

  

 

 

351

Distributions to noncontrolling interest

 

 

 

  

 

 

  

 

 

  

 

 

  

 

(3,160)

 

 

(3,160)

Purchases of noncontrolling interest

 

 

 

  

 

855

  

 

 

  

 

 

  

 

(1,955)

 

 

(1,100)

Cash dividends $0.420 per share

 

 

 

  

 

 

  

 

(8,529)

 

 

  

 

 

  

 

 

(8,529)

Issuance of 5,195 shares under employee stock plans

 

 

 5

 

 

390

  

 

 

  

 

 

  

 

 

  

 

395

Issuance of 133,293 shares under stock grant programs

 

 

133

 

 

5,143

  

 

 

  

 

 

  

 

 

  

 

5,276

Issuance of 50,742 shares under deferred compensation plans

 

 

51

 

 

(51)

  

 

 

  

 

 

  

 

 

  

 

 —

Expense associated with share-based compensation arrangements

 

 

 

  

 

1,568

 

 

  

 

 

  

 

 

  

 

 

1,568

Accrued expense under deferred compensation plans

 

 

 

  

 

4,495

 

  

  

 

  

  

 

  

  

 

  

4,495

Balance at September 24, 2016

 

$

20,331

 

$

183,962

  

$

637,536

 

$

(4,854)

  

$

10,115

  

$

847,090

Balance at December 31, 2016

 

 

20,342

 

 

185,333

 

 

649,135

 

 

(5,630)

 

 

11,286

 

 

860,466

Net earnings

 

 

 

  

 

 

  

 

88,397

 

 

  

 

 

2,480

  

 

90,877

Foreign currency translation adjustment

 

 

 

  

 

 

  

 

 

  

 

4,325

 

 

1,382

  

 

5,707

Unrealized gain (loss) on investment & foreign currency

 

 

 

  

 

 

  

 

 

  

 

434

 

 

  

 

 

434

Distributions to noncontrolling interest

 

 

 

  

 

 

  

 

 

  

 

 

  

 

(3,272)

 

 

(3,272)

Additional purchases of noncontrolling interest

 

 

 

  

 

 

 

 

  

 

 

  

 

 

2,409

  

 

2,409

Cash dividends - $0.450 per share

 

 

 

  

 

 

  

 

(9,208)

 

 

  

 

 

  

 

 

(9,208)

Issuance of 5,975 shares under employee stock plans

 

 

 6

 

 

470

  

 

 

  

 

 

  

 

 

  

 

476

Issuance of 142,775 shares under stock grant programs

 

 

143

 

 

7,037

  

 

 

  

 

 

  

 

 

  

 

7,180

Issuance of 49,160 shares under deferred compensation plans

 

 

49

 

 

(49)

  

 

 

  

 

 

  

 

 

  

 

 —

Repurchase of 148,580 shares

 

 

(149)

 

 

 

 

 

(12,827)

 

 

 

 

 

 

 

 

(12,976)

Expense associated with share-based compensation arrangements

 

 

 

  

 

1,978

 

 

  

 

 

  

 

 

  

 

 

1,978

Accrued expense under deferred compensation plans

 

 

 

  

 

6,009

 

 

  

 

 

  

 

 

  

 

 

6,009

Balance at September 30, 2017

 

$

20,391

 

$

200,778

  

$

715,497

 

$

(871)

  

$

14,285

  

$

950,080

5

Table of Contents

UFP INDUSTRIES, INC.

(in thousands, except share and per share data)

Controlling Interest Shareholders’ Equity

Accumulated

Additional

Other

Common

Paid-In

Retained

Comprehensive

Noncontrolling

    

Stock

    

Capital

    

Earnings

    

Earnings

    

Interest

    

Total

Balance on December 27, 2020

$

61,206

$

218,224

$

1,182,680

$

(1,794)

$

22,836

  

$

1,483,152

Net earnings

  

  

 

103,311

 

  

 

940

  

 

104,251

Foreign currency translation adjustment

  

  

  

 

(374)

 

(526)

  

 

(900)

Unrealized loss on debt securities

  

  

  

 

(1,296)

 

  

 

(1,296)

Distributions to noncontrolling interest

  

  

  

  

 

(2,914)

 

(2,914)

Cash dividends - $0.15 per share - quarterly

(9,274)

 

  

 

  

  

 

(9,274)

Issuance of 5,816 shares under employee stock purchase plan

 

6

357

  

  

  

 

363

Net issuance of 536,970 shares under stock grant programs

 

537

3,888

5

  

  

  

 

4,430

Issuance of 89,690 shares under deferred compensation plans

 

89

(89)

  

  

Expense associated with share-based compensation arrangements

2,936

 

  

 

  

2,936

Accrued expense under deferred compensation plans

5,795

  

  

  

  

 

5,795

Balance on March 27, 2021

$

61,838

$

231,111

  

$

1,276,722

$

(3,464)

  

$

20,336

  

$

1,586,543

Net earnings

173,382

1,978

  

 

175,360

Foreign currency translation adjustment

1,759

720

  

 

2,479

Unrealized gain on debt securities

241

 

241

Distributions to noncontrolling interest

 

Additional purchase of noncontrolling interest

 

Cash dividends - $0.15 per share - quarterly

(9,276)

(9,276)

Issuance of 9,282 shares under employee stock plans

 

9

564

573

Net forfeitures of 5,718 shares under stock grant programs

 

(6)

(224)

5

(225)

Issuance of 8,913 shares under deferred compensation plans

 

10

(10)

  

 

Expense associated with share-based compensation arrangements

2,728

  

 

2,728

Accrued expense under deferred compensation plans

1,140

 

1,140

Balance on June 26, 2021

$

61,851

$

235,309

  

$

1,440,833

$

(1,464)

  

$

23,034

  

$

1,759,563

See notes to consolidated condensed financial statements.

56


Table of Contents

UNIVERSAL FOREST PRODUCTS,UFP INDUSTRIES, INC.

CONDENSED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

Six Months Ended

June 25,

June 26,

    

2022

    

2021

    

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:

  

Net earnings

$

400,984

    

$

279,611

Adjustments to reconcile net earnings to net cash from operating activities:

  

Depreciation

 

44,034

38,342

Amortization of intangibles

 

8,740

7,193

Expense associated with share-based and grant compensation arrangements

 

12,542

5,742

Deferred income taxes

 

179

177

Unrealized loss (gain) on investments and other

 

6,181

(2,784)

Equity in earnings of investee

1,532

1,465

Net loss (gain) on sale and disposition of assets

 

766

(1,577)

Changes in:

Accounts receivable

 

(304,715)

(336,094)

Inventories

 

(134,653)

(329,577)

Accounts payable and cash overdraft

 

56,120

143,018

Accrued liabilities and other

 

(1,313)

78,751

NET CASH FROM (USED IN) OPERATING ACTIVITIES

 

90,397

 

(115,733)

CASH FLOWS USED IN INVESTING ACTIVITIES:

  

Purchases of property, plant and equipment

 

(71,675)

(79,028)

Proceeds from sale of property, plant and equipment

 

2,029

6,673

Acquisitions and purchases of non-controlling interest, net of cash received

 

(39,343)

(433,239)

Purchases of investments

 

(15,166)

(14,581)

Proceeds from sale of investments

 

8,221

6,885

Other

 

(2,829)

(708)

NET CASH USED IN INVESTING ACTIVITIES

 

(118,763)

 

(513,998)

CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES:

  

Borrowings under revolving credit facilities

 

570,700

849,944

Repayments under revolving credit facilities

 

(571,075)

(589,695)

Repayments of debt

(2,485)

Contingent consideration payments and other

(2,553)

(1,464)

Proceeds from issuance of common stock

 

1,457

936

Dividends paid to shareholders

 

(28,015)

(18,550)

Distributions to noncontrolling interest

(2,053)

(2,914)

Repurchase of common stock

 

(90,805)

Other

 

(184)

(331)

NET CASH (USED IN) FROM FINANCING ACTIVITIES

 

(125,013)

 

237,926

Effect of exchange rate changes on cash

 

956

 

112

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(152,423)

 

(391,693)

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR

 

291,223

 

436,608

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD

$

138,800

$

44,915

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:

Cash and cash equivalents, beginning of period

$

286,662

$

436,507

Restricted cash, beginning of period

4,561

101

Cash, cash equivalents, and restricted cash, beginning of period

$

291,223

$

436,608

Cash and cash equivalents, end of period

$

138,071

$

44,286

Restricted cash, end of period

729

629

Cash, cash equivalents, and restricted cash, end of period

$

138,800

$

44,915

SUPPLEMENTAL INFORMATION:

  

Interest paid

$

7,008

$

7,107

Income taxes paid

 

138,420

 

73,174

NON-CASH INVESTING ACTIVITIES

  

Capital expenditures included in accounts payable

 

2,856

 

NON-CASH FINANCING ACTIVITIES:

Common stock issued under deferred compensation plans

 

7,563

 

6,064

(Unaudited)

 

 

 

 

 

 

 

 

(in thousands)

 

Nine Months Ended

 

 

 

September 30,

 

September 24,

 

 

    

2017

    

2016

    

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

  

 

 

 

Net earnings

 

$

90,877

    

$

83,257

 

Adjustments to reconcile net earnings to net cash from operating activities:

 

 

 

  

 

 

 

Depreciation

 

 

36,010

 

 

29,014

 

Amortization of intangibles

 

 

3,549

 

 

1,868

 

Expense associated with share-based compensation arrangements

 

 

1,978

 

 

1,568

 

Expense associated with stock grant plans

 

 

144

 

 

105

 

Deferred income taxes (credits)

 

 

117

 

 

(53)

 

Equity in earnings of investee

 

 

(25)

 

 

(241)

 

Net (gain) loss on disposition and impairment of assets

 

 

(437)

 

 

94

 

Changes in:

 

 

 

  

 

 

 

Accounts receivable

 

 

(121,688)

 

 

(69,357)

 

Inventories

 

 

(820)

 

 

21,683

 

Accounts payable and cash overdraft

 

 

53,424

 

 

35,026

 

Accrued liabilities and other

 

 

34,221

 

 

33,413

 

NET CASH FROM OPERATING ACTIVITIES

 

 

97,350

 

 

136,377

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

  

 

 

 

Purchases of property, plant and equipment

 

 

(57,189)

 

 

(35,723)

 

Proceeds from sale of property, plant and equipment

 

 

2,121

 

 

516

 

Acquisitions, net of cash received

 

 

(59,859)

 

 

(66,615)

 

Repayments of debt of acquiree

 

 

 —

 

 

(92,830)

 

Purchase of remaining noncontrolling interest, net of cash received

 

 

 —

 

 

(1,100)

 

Cash contributed from noncontrolling interest

 

 

464

 

 

 —

 

Advances of notes receivable

 

 

(234)

 

 

(5,400)

 

Collections on notes receivable

 

 

1,334

 

 

5,819

 

Purchases of investments

 

 

(12,155)

 

 

(4,468)

 

Proceeds from sale of investments

 

 

4,227

 

 

1,395

 

Other

 

 

(84)

 

 

(1,733)

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

(121,375)

 

 

(200,139)

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

  

 

 

 

Borrowings under revolving credit facilities

 

 

610,038

 

 

52,479

 

Repayments under revolving credit facilities

 

 

(573,829)

 

 

(27,177)

 

Proceeds from issuance of common stock

 

 

476

 

 

396

 

Dividends paid to shareholders

 

 

(9,207)

 

 

(8,529)

 

Distributions to noncontrolling interest

 

 

(3,272)

 

 

(3,160)

 

Repurchase of common stock

 

 

(12,976)

 

 

 —

 

Other

 

 

 —

 

 

(28)

 

NET CASH FROM (USED IN) FINANCING ACTIVITIES

 

 

11,230

 

 

13,981

 

Effect of exchange rate changes on cash

 

 

1,255

 

 

(969)

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

(11,540)

 

 

(50,750)

 

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR

 

 

34,489

 

 

88,342

 

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD

 

$

22,949

 

$

37,592

 

 

 

 

 

 

 

 

 

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

$

34,091

 

$

87,756

 

Restricted cash, beginning of period

 

 

398

 

 

586

 

Cash, cash equivalents, and restricted cash, beginning of period

 

$

34,489

 

$

88,342

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

22,044

 

$

36,683

 

Restricted cash, end of period

 

 

905

 

 

909

 

Cash, cash equivalents, and restricted cash, end of period

 

$

22,949

 

$

37,592

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

  

 

 

 

Interest paid

 

$

3,910

 

$

2,587

 

Income taxes paid

 

 

34,108

 

 

43,384

 

NON-CASH FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Common stock issued under deferred compensation plans

 

 

4,673

 

 

3,657

 

See notes to consolidated condensed financial statements.

67


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UNIVERSAL FOREST PRODUCTS,UFP INDUSTRIES, INC.

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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‑K10-K for the fiscal year ended December 31, 2016.25, 2021.

Seasonality has a significant impact on our working capital from March 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 February which typically results in significant cash flow from operations in our third and fourth quarters. For comparative purposes, we have included the September 24, 2016June 26, 2021 balances in the accompanying unaudited condensed consolidated condensed balance sheets.

In October 2021, the FASB issued ASU 2021-08,Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires that an acquirer recognize and measure contract assets and contract liabilities in a business combination in accordance with Topic 606. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact of the new guidance on our consolidated financial statements.

8

Table of Contents

UFP INDUSTRIES, INC.

B.       FAIR VALUE

We apply the provisions of ASC 820, Fair Value Measurements and Disclosures, to assets and liabilities measured at fair value. Assets measured at fair value are as follows:follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

September 24, 2016

 

 

Quoted

 

Prices with

 

 

 

 

Quoted

 

Prices with

 

 

 

 

 

Prices in

 

Other

 

 

 

 

Prices in

 

Other

 

 

 

 

 

Active

 

Observable

 

 

 

 

Active

 

Observable

 

 

 

 

 

Markets

 

Inputs

 

 

 

 

Markets

 

Inputs

 

 

 

(in thousands)

    

(Level 1)

    

(Level 2)

    

Total

    

(Level 1)

    

(Level 2)

    

Total

Money market funds

 

$

64

    

$

413

    

$

477

    

$

64

    

$

132

    

$

196

Fixed income funds

 

 

1,299

 

 

6,905

 

 

8,204

 

 

2,049

 

 

2,335

 

 

4,384

Equity securities

 

 

10,194

 

 

 —

 

 

10,194

 

 

5,592

 

 

 —

 

 

5,592

Mutual funds:

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

Domestic stock funds

 

 

335

 

 

 —

 

 

335

 

 

760

 

 

 —

 

 

760

International stock funds

 

 

87

 

 

 —

 

 

87

 

 

70

 

 

 —

 

 

70

Target funds

 

 

260

 

 

 —

 

 

260

 

 

234

 

 

 —

 

 

234

Bond funds

 

 

208

 

 

 —

 

 

208

 

 

203

 

 

 —

 

 

203

Total mutual funds

 

 

890

 

 

 —

 

 

890

 

 

1,267

 

 

 —

 

 

1,267

Total

 

$

12,447

 

$

7,318

 

$

19,765

 

$

8,972

 

$

2,467

 

$

11,439

Assets at fair value

 

$

12,447

 

$

7,318

 

$

19,765

 

$

8,972

 

$

2,467

 

$

11,439

June 25, 2022

June 26, 2021

Quoted

Prices with

Quoted

Prices with

Prices in

Other

Prices with

Prices in

Other

Prices with

Active

Observable

Unobservable

Active

Observable

Unobservable

Markets

Inputs

Inputs

Markets

Inputs

Inputs

    

(Level 1)

    

(Level 2)

    

(Level 3)

Total

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Total

Money market funds

$

19

    

$

4,170

$

    

$

4,189

    

$

19

    

$

2,840

$

    

$

2,859

Fixed income funds

 

2,684

 

16,654

 

 

19,338

 

244

 

17,610

 

 

17,854

Treasury securities

342

342

307

307

Equity securities

 

17,249

 

 

 

17,249

 

19,014

 

 

 

19,014

Alternative investments

4,079

4,079

3,304

3,304

Mutual funds:

  

 

  

  

 

Domestic stock funds

 

12,723

 

 

 

12,723

 

10,037

 

 

 

10,037

International stock funds

 

1,378

 

 

 

1,378

 

1,463

 

 

 

1,463

Target funds

 

21

 

 

 

21

 

22

 

 

 

22

Bond funds

 

134

 

 

 

134

 

145

 

 

 

145

Alternative funds

510

510

501

501

Total mutual funds

 

14,766

 

 

 

14,766

 

12,168

 

 

 

12,168

Total

$

35,060

$

20,824

$

4,079

$

59,963

$

31,752

$

20,450

$

3,304

$

55,506

Assets at fair value

$

35,060

$

20,824

$

4,079

 

$

59,963

$

31,752

$

20,450

$

3,304

 

$

55,506

From the assets measured at fair value as of June 25, 2022, listed in the table above, $35.5 million of mutual funds, equity securities, and alternative investments are held in Investments, $4.0 million of money market funds are held in Cash and Cash Equivalents, $0.6 million of money market and mutual funds are held in Other Assets for our deferred compensation plan, and $19.7 million of fixed income funds and $0.2 million of money market funds are held in Restricted Investments.

We maintain money market, mutual funds, bonds, and/or stocksequity securities in our non-qualified deferred compensation plan, and our wholly owned licensed captive insurance company.company, and assets held in financial institutions. These funds are valued at prices quoted in an active

7


Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

exchange market and are included in “Cash and Cash Equivalents”, “Investments”, “Restricted Cash”“Other Assets”, and “Restricted Investments”. We have elected not to apply the fair value option under ASC 825, Financial Instruments, to any of our financial instruments except for those expressly required by U.S. GAAP.

We did not maintain any Level 3 assets or liabilities at September 30, 2017 or September 24, 2016.

In November 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-18, “Statement of Cash Flows (Topic 230)” (ASU 2016-18). Under ASU 2016-18, an entity will be required to explain changes in the statement of cash flows during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.  Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.  The amendments in this update should be applied using retrospective transition method to each period presented.  Companies are required to adopt the new standard for fiscal years beginning after December 15, 2017. Early adoption of ASU 2016-18 is permitted, including adoption in an interim period. The Company has early adopted this standard during the first quarter of 2017.

In the first nine months of 2017, our wholly-owned captive, Ardellis Insurance Ltd. (“Ardellis”) transferred $4.1 million in fixed income securities from its Investment Account and purchased an additional $3.8 million in fixed income securities which are held in a newly formed collateral trust account in line with regulatory requirements in the State of Michigan to allow Ardellis to act as an admitted carrier in the State.  These funds are intended to safeguard the insureds of the Michigan Branch of Ardellis.  The funds are classified as “Restricted Investments”.

In accordance with our investment policy, our wholly-owned captive, Ardellis Insurance Ltd. (“Ardellis”), maintains an investment portfolio, totaling $18.4$55.2 million as of September 30, 2017, consistingJune 25, 2022, which has been included in the aforementioned table of total investments. This portfolio consists of domestic and international stocks,equity securities, alternative investments, and fixed income bonds.

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UFP INDUSTRIES, INC.

Ardellis’ available for sale investment portfolio, including funds held with the State of Michigan, consists of the following:following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized

 

 

 

    

Cost

    

Gain/(Loss)

    

Fair Value

June 25, 2022

June 26, 2021

Unrealized

Unrealized

   

Cost

  

Gain

   

Fair Value

   

Cost

   

Gain

  

Fair Value

Fixed Income

 

$

8,170

    

$

34

  

$

8,204

$

20,875

 

$

(1,537)

  

$

19,338

$

17,066

$

788

 

$

17,854

Treasury Securities

342

342

Equity

 

 

9,123

 

 

1,071

  

 

10,194

 

15,668

 

1,581

  

 

17,249

 

14,760

 

4,254

 

19,014

Mutual Funds

13,405

742

  

14,147

8,769

2,740

 

11,509

Alternative Investments

3,053

1,026

  

4,079

2,953

351

 

3,304

Total

 

$

17,293

 

$

1,105

  

$

18,398

$

53,343

$

1,812

  

$

55,155

$

43,548

$

8,133

 

$

51,681

Our Fixed Incomefixed income investments consist of short, intermediate, and long term bonds, as well as fixeda blend bonds. Within the fixed income investments, we maintain a specific mixture of US treasury notes, US agency mortgage backed securities, private label mortgage backed securities,Government and variousAgency bonds and investment grade corporate securities.bonds with varying maturities. Our equity investments consist of small, mid, and large cap growth and value funds, as well as international equity. Our mutual fund investments consist of domestic and international stock. Our alternative investments consist of a private real estate income trust which is valued as a Level 3 asset. The net pre-tax effected unrealized gain of the portfolio was $1.1$1.8 million. Carrying amounts above are recorded in the investments and restricted investments line items within the balance sheet as of September 30, 2017. During the first nine months of 2017, Ardellis investments reported a net realized gain of $185 thousand, which was recorded in interest income on the statement of earnings.

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UNIVERSAL FOREST PRODUCTS, INC.

June 25, 2022 and June 26, 2021.

C.       REVENUE RECOGNITION

RevenueWithin the 3 primary segments (Retail, Industrial, and Construction) that the Company operates, there are a variety of written agreements governing the sale of our products and services. The transaction price is stated at the purchase order level, which includes shipping and/or freight costs and any applicable governmental authority taxes. The majority of our contracts have a single performance obligation concentrated around the delivery of goods to the carrier, Free On Board (FOB) shipping point. Therefore, revenue is recognized at the time the productwhen this performance obligation is shipped to the customer.satisfied. Generally, title and control passes at the time of shipment. In certain circumstances, the customer takes title when the shipment arrives at the destination. However, our shipping process is typically completed the same day.

On May 28, 2014,Certain customer products that we provide require installation by the FASB issued ASU No. 2014-09 (Accounting Standard Codification 606), Revenue from Contracts with Customers, whichCompany or a third party. Installation revenue is recognized upon completion. If we use a third party for installation, the party will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is thatact as an entity should recognize revenue for the transfer of goods or services equalagent to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The Company plans to adopt the guidance in the first quarter of fiscal 2018 and apply the modified retrospective method. The Company is in the process of finalizing contract reviews and theus until completion of the new standard’s impactinstallation. Installation revenue represents an immaterial share of our total net sales.

We utilize rebates, credits, discounts and/or cash-based incentives with certain customers which are accounted for as variable consideration. We estimate these amounts based on its Consolidated Financial Statements.the expected amount to be provided to customers and reduce revenues recognized. We believe that there will not be significant changes to our estimates of variable consideration. The allocation of these costs are applied at the invoice level and recognized in conjunction with revenue. Additionally, returns and refunds are estimated on a historical and expected basis which is a reduction of revenue recognized.

Earnings on construction contracts are reflected in operations using percentage-of-completionover time accounting, under either cost to cost or units of delivery methods, depending on the nature of the business at individual operations.operations, which is in accordance with ASC 606 as revenue is recognized when certain performance obligations are performed. Under percentage-of-completionover time accounting using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred relatedrelative to the total estimated costs. Under percentage-of-completionover time accounting using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced relatedrelative 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. Construction contract revenue increased to approximately $36.6 million, during the third quarter

10

Table of 2017, from $31.9 million during the same period of 2016.  Construction contract revenue was approximately $99.6 million and $95.2 million through the first nine months of 2017 and 2016, respectively.Contents

UFP INDUSTRIES, INC.

Our construction contracts are generally entered into with a fixed price, and completion of the projects can range from 6 to 18 months in duration. Therefore, our operating results are impacted by, among many other things, labor rates and commodity costs. During the year, we update our estimated costs to complete our projects using current labor and commodity costs and recognize losses to the extent that they exist.

The following table presents our net sales disaggregated by revenue source (in thousands):

Three Months Ended

Six Months Ended

    

June 25,

    

June 26,

    

June 25,

    

June 26,

2022

2021

% Change

2022

2021

% Change

Point in Time Revenue

$

2,850,409

$

2,669,159

 

6.8%

$

5,300,690

$

4,466,558

18.7%

Over Time Revenue

 

50,465

31,382

 

60.8%

 

89,497

58,987

51.7%

Total Net Sales

 

2,900,874

2,700,541

 

7.4%

$

5,390,187

$

4,525,545

19.1%

The Construction segment comprises the construction contract revenue shown above. Construction contract revenue is primarily made up of site-built and framing customers.

The following table presents the balances of percentage-of-completionover time accounting accounts which are included in “Other current assets” and “Accrued liabilities: Other”, respectively (in thousands):

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 24,

 

    

2017

    

2016

    

2016

    

June 25,

December 25,

June 26,

    

2022

    

2021

    

2021

    

Cost and Earnings in Excess of Billings

 

$

2,594

    

$

2,573

    

$

2,788

    

$

6,413

    

$

5,602

    

$

4,201

    

Billings in Excess of Cost and Earnings

 

 

4,802

 

 

4,748

 

 

6,222

 

 

10,046

 

10,744

 

 

8,239

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UNIVERSAL FOREST PRODUCTS, INC.

D.       EARNINGS PER SHARE

The computation of earnings per share (“EPS”) is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

    

September 30,

    

September 24,

    

September 30,

    

September 24,

    

 

2017

 

2016

 

2017

 

2016

 

Three Months Ended

Six Months Ended

    

June 25,

    

June 26,

    

June 25,

    

June 26,

    

2022

2021

2022

2021

Numerator:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

  

 

  

 

  

 

Net earnings attributable to controlling interest

 

$

33,693

 

$

27,819

 

$

88,397

 

$

80,429

 

$

203,118

$

173,382

$

392,821

$

276,693

Adjustment for earnings allocated to non-vested restricted common stock

 

 

(656)

 

 

(463)

 

 

(1,633)

 

 

(1,281)

 

 

(8,270)

 

(5,670)

 

(15,045)

 

(8,807)

Net earnings for calculating EPS

 

$

33,037

 

$

27,356

 

$

86,764

 

$

79,148

 

$

194,848

$

167,712

$

377,776

$

267,886

Denominator:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

  

 

  

 

  

Weighted average shares outstanding

 

 

20,474

 

 

20,402

 

 

20,481

 

 

20,360

 

 

62,766

 

62,242

 

62,889

 

62,087

Adjustment for non-vested restricted common stock

 

 

(399)

 

 

(340)

 

 

(378)

 

 

(324)

 

 

(2,555)

 

(2,035)

 

(2,409)

 

(1,976)

Shares for calculating basic EPS

 

 

20,075

 

 

20,062

 

 

20,103

 

 

20,036

 

 

60,211

 

60,207

 

60,480

 

60,111

Effect of dilutive stock options

 

 

41

 

 

33

 

 

37

 

 

32

 

Effect of dilutive restricted common stock

 

205

 

156

 

220

 

121

Shares for calculating diluted EPS

 

 

20,116

 

 

20,095

 

 

20,140

 

 

20,068

 

 

60,416

 

60,363

 

60,700

 

60,232

Net earnings per share:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

  

 

  

 

  

Basic

 

$

1.65

 

$

1.36

 

$

4.32

 

$

3.95

 

$

3.24

$

2.79

$

6.25

$

4.46

Diluted

 

$

1.64

 

$

1.36

 

$

4.31

 

$

3.94

 

$

3.23

$

2.78

$

6.22

$

4.45

No options were excluded from the computation

11

Table of diluted EPS for the quarters ended September 30, 2017 or September 24, 2016.Contents

On October 17, 2017, our Board of Directors declared a three-for-one stock split effected in the form of a stock dividend.  The record date of the stock split will be October 31, 2017, and the eventual stock distribution to shareholders will occur November 14, 2017.  All references made to share or earnings per share amounts in the accompanying unaudited consolidated financial statements and applicable disclosures are presented on a pre-split basis.  As a result of the stock split, all historical per share data and number of shares outstanding presented in future financial statements will be retroactively adjusted.UFP INDUSTRIES, INC.

The following table provides pro forma earnings per share, giving retroactive effect to the stock split:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

    

September 30,

    

September 24,

    

September 30,

    

September 24,

    

 

 

2017

 

2016

 

2017

 

2016

 

Shares for calculating basic EPS - Post stock split basis

 

 

60,225

 

 

60,186

 

 

60,309

 

 

60,108

 

Shares for calculating diluted EPS - Post stock split basis

 

 

60,348

 

 

60,285

 

 

60,420

 

 

60,204

 

Net earnings per share (post stock split):

 

 

  

 

 

  

 

 

  

 

 

  

 

Basic

 

$

0.55

 

$

0.45

 

$

1.44

 

$

1.32

 

Diluted

 

$

0.55

 

$

0.45

 

$

1.44

 

$

1.31

 

E.       COMMITMENTS, CONTINGENCIES, AND GUARANTEES

We are self-insured for environmental impairment liability, including certain liabilities which are insured through a wholly owned subsidiary, Ardellis Insurance Ltd., a licensed captive insurance company.

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UNIVERSAL FOREST PRODUCTS, INC.

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 wood preservation facilities in Stockertown, PA; Elizabeth City, NC; Auburndale, FL; and Medley, FL. In addition, a reserve was established for our 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 $3.6 million and $3.4 million on September 30, 2017, and September 24, 2016, respectively, representing the estimated costs to complete future remediation efforts. These amounts have not been reduced by an insurance receivable.

Many of our wood treating operations utilize “Subpart W” drip pads, defined as hazardous waste management units by the Environmental Protection Agency. The rules regulating drip pads require that a 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 $0.2 million. As a result, this amount is recorded in other long-term liabilities on September 30, 2017.

In February 2014, one of our operations was served with a federal grand jury subpoena from the Southern District of New York. The subpoena was issued in connection with an investigation being conducted by the US Attorney’s Office for the Southern District of New York. The subpoena requested documents relating to a developer and construction projects for which our operation had provided materials and labor. Following receipt of the subpoena, the Audit Committee of the Company’s Board of Directors retained outside counsel to conduct an internal investigation and respond to the subpoena. The Company cooperated in all respects with the US Attorney’s Office, complied with this subpoena and voluntarily provided additional information. As a result of the internal investigation, in 2014, two Company employees were terminated for violating the Company’s Code of Business Conduct and Ethics. In May 2015, those ex-employees were indicted by the grand jury. In April 2016, one of the two former employees pled guilty to four of the charges included in the indictment. In May 2016, the other former employee was found guilty by a jury on four of the charges included in the indictment. The Company has not been named as a target and continues to cooperate with the US Attorney’s Office in this matter.  Based upon prior communications with the US Attorney’s Office, we do not believe that the resolution of this matter will have a material adverse impact on our financial condition or the results of our operations.

In addition, on September 30, 2017,June 25, 2022, we were parties either as plaintiff or 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 September 30, 2017,June 25, 2022, we had outstanding purchase commitments on commenced capital projects of approximately $26.1$80.4 million.

We provide a variety of warranties for products we manufacture. Historically, warranty claims have not been material. We also 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 effect on our consolidated financial statements.

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UNIVERSAL FOREST PRODUCTS, INC.

As part of our operations, 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 project owner thatensure the products and installation services are completed in accordance with our contractual obligations. We have agreed to indemnify the surety for claims properly made against thethese bonds. As of September 30, 2017June 25, 2022, we had approximately $8.8$13.8 million in outstanding payment and performance bonds for open projects. We had approximately $1.7$26.7 million in payment and performance bonds outstanding for completed projects which are still under warranty.

On September 30, 2017,June 25, 2022, we had outstanding letters of credit totaling $26.5$60.0 million, primarily related to certain insurance contracts and industrial development revenue bonds described further 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 currentlyAs of June 25, 2022, we have irrevocable letters of credit outstanding totaling approximately $16.7$50.1 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 industrial development revenue bonds that have been issued. These letters of credit guarantee principal and interest payments to the bondholders. We currently have irrevocable letters of credit outstanding totaling approximately $9.8$7.1 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.

Certain wholly owned domestic subsidiaries have guaranteed the indebtedness of Universal Forest Products,UFP Industries, Inc. in certain debt agreements, including the Series 2012, 2018 and 2020 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.

We did not enter into any new guarantee arrangements during the thirdsecond quarter of 20172022 which would require us to recognize a liability on our balance sheet.

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UFP INDUSTRIES, INC.

F.       BUSINESS COMBINATIONS

We completed the following acquisitions in nine months ended 2017fiscal 2022 and 2016since the end of June 2021, which were accounted for using the purchase methodmethod. Dollars below are in thousands unless otherwise noted:

 

 

 

 

 

 

 

 

 

 

 

Net 

 

Net 

Company

Acquisition 

 

Intangible 

Tangible 

Operating

Acquisition 

Intangible 

Tangible 

Operating

Name

Date

Purchase Price

Assets

Assets

Segment

Date

Purchase Price

Assets

Assets

Segment

May 26, 2017

$5,042
cash paid for 100% asset purchase

$

4,880

$

162

South

Go Boy Pallets, LLC ("Go Boy")

A manufacturer and distributor of industrial pallets and packaging in Georgia and North Carolina.  Go Boy has annual sales of approximately $8 million.  The acquisition of Go Boy enabled us to expand our industrial packaging product offering and lumber sourcing in this region.

March 6, 2017

$31,818
cash paid for 100% asset purchase

$

7,533

$

24,285

South

Robbins Manufacturing Co. ("Robbins")

A manufacturer of treated wood products with facilities in Florida, Georgia, and North Carolina.  Robbins has annual sales of approximately $86 million.  The acquisition of Robbins allowed us to expand our presence in this region and serve customers more cost effectively. 

March 6, 2017

$22,789
cash paid for 100% asset purchase

$

14,266

$

8,523

North

May 9, 2022

$15,386
cash paid for 100% asset purchase

$

4,801

$

10,585

Retail

Cedar Poly, LLC

Located in Tipton, Iowa, Cedar Poly is a full-service recycler of high-density and low-density polyethylene (HDPE and LDPE) flakes and pellets used in various products, including composite decking. The company also recycles corrugate and operates its own transportation fleet. Cedar Poly had 2021 sales of approximately $17.3 million and will operate in UFP’s Deckorators business unit.

December 27, 2021

$24,057
cash paid for 100% stock purchase, net of acquired cash

$

17,484

$

6,573

Retail

Ultra Aluminum Manufacturing, Inc. (Ultra)

Located in Howell, Michigan and founded in 1996, Ultra is a leading manufacturer of aluminum fencing, gates and railing. The company designs and produces an extensive selection of ornamental aluminum fence and railing products for contractors, landscapers, fence dealers and wholesalers. The Company had sales of approximately $45 million in 2021.

December 20, 2021

$20,754
cash paid for 100% stock purchase

$

11,417

$

9,337

Industrial

Advantage Labels & Packaging, Inc. (Advantage)

Based in Grand Rapids, Michigan, Advantage provides blank and customized labels, printers, label applicators and other packaging supplies. Key industries served by the company include beer and beverage; body armor; food production and processing; greenhouse and nursery; hobby and craft; manufacturing; and automotive. The company had trailing 12-month sales through November 2021 of approximately $19.8 million.

November 22, 2021

$11,155
cash paid for 70% stock purchase

$

9,562

$

1,593

Other

Ficus Pax Private Limited (Ficus)

Headquartered in Bangalore, India, Ficus manufactures mixed-material cases and crates, nail-less plywood boxes, wooden pallets and other packaging products through 10 facilities located in major industrial markets throughout southern India. Ficus also owns a majority stake in Wadpack, a manufacturer of corrugated fiber board containers, corrugated pallets and display solutions. The company had trailing 12-month sales through August 2021 of approximately $39 million USD.

November 1, 2021

$5,984
cash paid for 100% asset purchase and estimated contingent consideration

$

5,681

$

303

Other

Boxpack Packaging (Boxpack)

Based near Melbourne, Australia, Boxpack specializes in flexographic and lithographic cardboard packaging, using the latest CAD design and finishing techniques. Boxpack serves multiple industries, including food and beverage, confectionary, pharmaceutical, industrial and agricultural. The company had trailing 12-month sales through June 30, 2021, of $6.2 million USD ($8.2 million AUD).

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UNIVERSAL FOREST PRODUCTS,UFP INDUSTRIES, INC.

Quality Hardwood Sales, LLC ("Quality")

A manufacturer and supplier of hardwood products, including components of cabinets used in homes and recreational vehicles.  Quality has annual sales of approximately $30 million.  The acquisition of Quality enabled us to expand our product offering to include hardwood-based products.

 

November 29, 2016

$9,455
cash paid for 100% stock purchase

$

7,314

$

2,141

All Other

The UBEECO Group Pty. Ltd. ("Ubeeco")

A manufacturer and distributor of a variety of wood packaging and alternative material products, including boxes, crates, pallets, skids, protective packaging, packaging accessories and loose lumber. Ubeeco has annual sales of approximately $20 million.  The acquisition of Ubeeco allows us to make progress on our goal of becoming a global provider of packaging solutions.

 

September 16, 2016

$66,691
cash paid for 100% stock purchase which includes $11,337 in net cash received. Also, paid $86,294 to retire outstanding debt and $6,536 of certain other obligations.

$

17,455

$

49,236

All Other

idX Holdings, Inc. ("idX")

A designer, producer, and installer of customized interior fixtures and related products used in a variety of commercial structures.  idX has annual sales of $300 million.  The acquisition of idX enables us to enhance our design, product and service offering to become a tier 1 supplier of interior fixtures to retail customers, and continue to use idX's capabilities to continue to develop new markets for growth.  Our goal is to achieve long-term synergies, including:

 

a.

Eliminating redundant administrative support costs.

 

b.

Using the scale advantage of the Company to reduce material costs of common raw materials.

 

c.

Utilizing manufacturing capacity of certain existing locations to supply idX.

 

d.

Utilizing idX’s international footprint to identify sourcing opportunities for certain products.

 

e.

Cross selling one another’s products and services with our respective customers.

 

f.

Collaborating on new product development.

 

July 29, 2016

$1,246

cash paid for asset purchase

$

405

$

841

North

Seven D Truss, L.P.

A manufacturer and distributor of roof and floor trusses. 7D had annual sales of approximately $4.0 million.  The acquisition of 7D gave us the opportunity to consolidate operations with our Gordon, Pennsylvania location.

Net 

Company

Acquisition 

Intangible 

Tangible 

Operating

Name

Date

Purchase Price

Assets

Assets

Segment

September 27, 2021

$6,443
cash paid for 100% asset purchase and estimated contingent consideration

$

4,039

$

2,404

Construction

Shelter Products, Inc. (Shelter)

Based in Haleyville, Alabama, Shelter operates its distribution and logistics business from an 87,800 sq.-ft. warehouse that specializes in manufactured housing industry customers. Shelter’s facility is adjacent to a UFP manufacturing facility that supplies trusses to manufactured housing builders, and the proximity will enable additional operational synergies. The Company had sales of approximately $11.4 million in 2020.

The intangible assets for each acquisition werethe above acquisitions have not been finalized and allocated to their respective identifiable intangible asset and goodwill accounts during 2017, excluding Go Boy.accounts. In aggregate, acquisitions completed since Septemberthe end of 2016June 2021 and not consolidated with other operations contributed approximately $292.1$53.7 million in revenuenet sales and $5.3$3.2 million in operating profitprofits during 2017.the first six months of 2022.

G.       SEGMENT REPORTING

ASC 280, Segment Reporting (“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.

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UNIVERSAL FOREST PRODUCTS, INC.

The Company operatesWe operate manufacturing, treating and distribution facilities throughout North America,internationally, but primarily in the United States. TheOur business segments consist of UFP Retail Solutions, UFP Industrial and UFP Construction and align with the end markets we serve. This segment structure allows for a specialized and consistent sales approach among Company managesoperations, efficient use of resources and capital, and quicker introduction of new products and services. We manage the operations of itsour individual locations primarily through a geographicmarket-centered reporting structure under which each location is included in a regionbusiness unit and regionsbusiness units are included in our North, South,Retail, Industrial, and West divisions. Construction segments. In the case of locations which serve multiple segments, results are allocated and accounted for by segment.

The exceptionsexception to this geographicmarket-centered reporting and management structure are (a)is our International segment, which comprises our Mexico, Canada, Europe, India, and Australia operations and sales and buying offices in other parts of the Company’s Alternative Materials Division,world and our Ardellis segment, which offers a portfolio of non-wood products and distributes those products nation-wide (b) the Company’s distribution unit (referred to as UFPD) which distributes a variety of products to the manufactured housing industry nation-wide and is accounted for as a reporting unit within the North segment, and (c) the idX division, which designs, produces, and installs customized in-store environments, for customers world-wide.

With respect to the facilitiesrepresents our wholly owned fully licensed captive insurance company based in the north, south, and west segments, these facilities generally supply the three markets the Company serves nationally - Retail, Industrial, and Construction. Also, substantially all of our facilities support customers in the immediate geographical region surrounding the facility.

Bermuda. Our Alternative Materials, International and idX divisionArdellis segments do not meet the quantitative thresholds in order to be separately reported and accordingly, the International and Ardellis segments have been includedaggregated in the “All Other” segment for reporting purposes.

“Corporate” includes purchasing, transportation and administrative functions that serve our operating segments. Operating results of Corporate primarily consist of net sales to external customers initiated by UFP Purchasing and UFP Transportation and over (under) allocated costs. The operating results of UFP Real Estate, Inc., which owns and leases real estate, and UFP Transportation Ltd., which owns, leases and operates transportation equipment, are also included in the Corporate column. Inter-company lease and service charges are assessed to our operating segments for the use of these assets and services at fair market value rates. Total assets in the Corporate column include unallocated cash and cash equivalents, certain prepaid assets, certain property, equipment and other assets pertaining to the centralized activities of theCorporate, UFP Real Estate, Inc., UFP Transportation, Inc., UFP Purchasing, Inc., and UFP RMS, LLC. The tables below are presented in thousands:

Three Months Ended June 25, 2022

    

Retail

    

Industrial

    

Construction

    

  All Other  

    

  Corporate  

    

      Total      

Net sales to outside customers

$

1,121,440

 

$

676,333

$

975,376

$

124,416

$

3,309

$

2,900,874

Intersegment net sales

 

67,612

21,487

31,866

125,893

(246,858)

 

Earnings from operations

24,527

94,210

132,832

22,748

11,249

285,566

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UFP INDUSTRIES, INC.

Three Months Ended June 26, 2021

    

Retail

    

Industrial

    

Construction

    

  All Other  

    

  Corporate  

    

      Total      

Net sales to outside customers

$

1,259,218

 

$

611,181

$

738,704

$

89,470

$

1,968

$

2,700,541

Intersegment net sales

 

65,147

24,985

20,034

126,054

(236,220)

 

Earnings from operations

62,051

79,526

67,107

16,304

11,947

236,935

Six Months Ended June 25, 2022

    

Retail

    

Industrial

    

Construction

    

  All Other  

    

  Corporate  

    

      Total      

Net sales to outside customers

$

2,114,672

 

$

1,287,702

$

1,761,847

$

219,983

$

5,983

$

5,390,187

Intersegment net sales

 

133,560

43,660

57,218

235,665

(470,103)

 

Earnings from operations

95,924

176,601

211,650

37,563

22,853

544,591

Six Months Ended June 26, 2021

    

Retail

    

Industrial

    

Construction

    

  All Other  

    

  Corporate  

    

      Total      

Net sales to outside customers

$

2,018,239

 

$

1,060,055

$

1,298,234

$

145,047

$

3,970

$

4,525,545

Intersegment net sales

 

112,733

42,891

34,495

223,450

(413,569)

 

Earnings from operations

115,596

119,936

100,125

24,282

14,483

374,422

The following table below. presents goodwill by segment as of June 25, 2022, and December 25, 2021 (in thousands):

    

Retail

    

Industrial

    

Construction

    

All Other

    

Corporate

    

Total

Balance as of December 25, 2021

 

$

73,376

 

$

128,541

 

$

89,000

 

$

24,121

$

 

$

315,038

2022 Acquisitions

 

11,938

 

11,938

2022 Purchase Accounting Adjustments

293

(5,830)

(674)

595

(5,616)

Foreign Exchange, Net

 

(32)

(796)

 

(828)

Balance as of June 25, 2022

$

85,607

 

$

122,711

$

88,294

$

23,920

$

$

320,532

The “Corporate” column includes unallocated administrative costsfollowing table presents total assets by segment as of June 25, 2022, and certain incentive compensation expense.December 25, 2021 (in thousands).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2017

 

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

    

Net sales to outside customers

 

$

310,384

 

$

206,050

 

$

378,714

 

$

161,438

 

$

 —

 

$

1,056,586

 

Intersegment net sales

 

 

18,897

 

 

18,817

 

 

21,384

 

 

47,539

 

 

 —

 

 

106,637

 

Segment operating profit

 

 

16,697

 

 

10,234

 

 

22,538

 

 

6,882

 

 

(4,080)

 

 

52,271

 

Total Assets by Segment

June 25,

    

December 25,

    

Segment Classification

2022

2021

% Change

Retail

$

1,075,310

$

844,189

 

27.4

%

Industrial

 

835,735

 

741,672

 

12.7

Construction

 

912,507

 

736,157

 

24.0

All Other

341,877

343,363

(0.4)

Corporate

445,394

579,890

(23.2)

Total Assets

$

3,610,823

$

3,245,271

 

11.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 24, 2016

 

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

    

Net sales to outside customers

 

$

267,156

 

$

173,715

 

$

335,981

 

$

49,813

 

$

 —

 

$

826,665

 

Intersegment net sales

 

 

14,318

 

 

9,642

 

 

22,054

 

 

4,574

 

 

 —

 

 

50,588

 

Segment operating profit

 

 

14,630

 

 

9,900

 

 

19,962

 

 

2,959

 

 

(3,899)

 

 

43,552

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2017

 

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

Net sales to outside customers

 

$

857,858

 

$

616,376

 

$

1,088,744

 

$

412,113

 

$

 —

 

$

2,975,091

Intersegment net sales

 

 

51,859

 

 

55,472

 

 

65,466

 

 

116,743

 

 

 —

 

 

289,540

Segment operating profit (loss)

 

 

42,921

 

 

31,152

 

 

65,547

 

 

13,285

 

 

(12,914)

 

 

139,991

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 24, 2016

 

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

Net sales to outside customers

 

$

758,066

 

$

533,239

 

$

940,188

 

$

149,416

 

$

 —

 

$

2,380,909

Intersegment net sales

 

 

42,071

 

 

28,693

 

 

65,325

 

 

16,559

 

 

 —

 

 

152,648

Segment operating profit

 

 

43,054

 

 

35,830

 

 

58,434

 

 

11,542

 

 

(19,733)

 

 

129,127

H.       INCOME TAXES

Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for foreign, state and local income taxes and permanent tax differences. Our effective tax rate was 31.9%25.0% in the thirdsecond quarter of 2017 compared to 32.5% for same period in 2016.  Our effective tax rate2022 and 2021 and was 33.0%24.5% in the first ninesix months of 20172022 compared to 34.2%24.4% for the same period in 2016,  primarily due2021.Permanent tax differences and credits have remained relatively consistent from 2021 to recording a tax deduction for certain share-based compensation and fees at fair market value.2022, which is the primary reason the rate increased only slightly.

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UNIVERSAL FOREST PRODUCTS,UFP INDUSTRIES, INC.

I.       COMMON STOCK

Below is a summary of common stock issuances for the first six months of 2022 and 2021 (in thousands, except average share price):

    

June 25, 2022

Share Issuance Activity

 

Common Stock

Average Share Price

Shares issued under the employee stock purchase plan

24

$

72.58

Shares issued under the employee stock gift program

2

78.57

Shares issued under the director retainer stock program

2

79.46

Shares issued under the bonus plan

755

82.73

Shares issued under the executive stock match plan

62

82.87

Forfeitures

(6)

Total shares issued under stock grant programs

815

$

82.72

Shares issued under the deferred compensation plans

92

$

82.59

    

June 26, 2021

Share Issuance Activity

 

Common Stock

Average Share Price

Shares issued under the employee stock purchase plan

15

$

72.94

Shares issued under the employee stock gift program

1

79.64

Shares issued under the director retainer stock program

3

67.77

Shares issued under the bonus plan

468

53.68

Shares issued under the executive stock grants plan

77

60.24

Forfeitures

(18)

Total shares issued under stock grant programs

531

$

54.71

Shares issued under the deferred compensation plans

99

$

61.50

During the first six months of 2022, we repurchased approximately 1,210,000 shares of our common stock at an average share price of $77.06.

During the first six months of 2021, we did not repurchase any of our shares of common stock.

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UFP INDUSTRIES, INC.

J.       INVENTORIES

Inventories are stated at the lower of cost or net realizable value. The cost of inventories includes raw materials, direct labor, and manufacturing overhead. Cost is determined on a weighted average FIFO basis. Raw materials consist primarily of unfinished wood products and other materials expected to be manufactured or treated prior to sale, while finished goods represent various manufactured and treated wood products ready for sale.

We write down the value of inventory, the impact of which is reflected in cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income, if the cost of specific inventory items on hand exceeds the amount we expect to realize from the ultimate sale or disposal of the inventory. These estimates are based on management's judgment regarding future demand and market conditions and analysis of historical experience. The lower of cost or net realizable value adjustment to inventory as of June 25, 2022 and June 26, 2021 was $9.3 million and $23.2 million, respectively.

K.       SUBSEQUENT EVENTS

On June 27, 2022, we acquired 50% of the equity of Dempsey Wood Products, LLC, for $66.0 million. Based in Orangeburg, South Carolina, Dempsey Wood Products produces kiln-dried lumber, pallet lumber, and other industrial wood products.

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UFP INDUSTRIES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Universal Forest Products,UFP Industries, Inc. is a holding company with subsidiaries throughout North America, Europe, Asia, and in Australia that supply wood, wood composite and other products to three robust markets: retail, industrial, and construction. The Company isWe are headquartered in Grand Rapids, Mich.Michigan. For more information about Universal Forest Products,UFP Industries, Inc., or itsour affiliated operations, go to www.ufpi.com.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;regulations, government imposed “stay at home” orders and directives to cease or curtail operations; 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 2017.the second quarter of 2022.

OVERVIEW

Our results for the thirdsecond quarter of 2017 were impacted by2022 include the following:following highlights:

·

Our grossnet sales increased by 28%were up 7% compared to the thirdsecond quarter of 2016,2021, which was comprised of a 22%4% increase in selling prices, a 1% increase in unit sales due to acquisitions completed since June of last year, and a 6%2% increase in organic unit sales. The overall increase in our selling prices primarilyis due to a combination of an improvement in our product mix of value-added products which tend to be sold on a fixed price, elevated end market demand, and our value-based selling initiatives. Organic unit growth of 17% in our construction segment was offset by an organic unit decline of 7% in our retail segment and 1% in our industrial segment.

Our gross profits increased by $82.2 million, or 19.5%, compared to the commodity lumber market (see Historical Lumber Prices below).same period of the prior year. Acquired operations contributed 15%$6 million to the increase in our unit sales growth.  Our 7% organic growth rate was primarily driven by our sales to industrial, retail, residential construction, and manufactured housing customers.  Unit sales to commercial construction customers decreased. 

·

Our operatinggross profits. Excluding the impact of acquisitions, gross profits increased by 20.0%,$76.2 million and we estimate that value-added products contributed $131 million to the increase, which is comparable with our 22% increasewas offset by a decrease in unit sales.  The shortfall in ourgross profit growth was primarilyof $55 million due to the impact of volatilefalling lumber prices on certain commodity-based products that are sold on a variable price formula.

Our operating profits increased $48.6 million, or 20%, compared to the second quarter of 2021. This increase resulted from a variety of factors including improved leveraging of our fixed costs in business units that experienced organic growth, increased sales of new and value-added products which have higher gross profitsmargins, and our ability to effectively include lumber and other cost increases in the impactselling prices of acquired operations whichour products. In addition, our value-based selling practices have enabled us to improve our profit per unit. Acquisitions contributed unit sales growth without a proportionateapproximately $2.5 million to our increase in operating profits.

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UNIVERSAL FOREST PRODUCTS,UFP INDUSTRIES, INC.

Our cash flows from operations for the first six months of 2022 increased to $90 million compared to $116 million of cash used in operations during the first six months of 2021. The improved cash flows resulted from net earnings and non-cash expenses totaling $475 million, compared to $328 million last year, offset by a $385 million increase in net working capital since the end of last year, compared to a $444 million increase in the prior year. Last year, our inventories increased more significantly from the beginning of the year until the end of June, primarily due to the increase in lumber prices, as reflected in the table below, which remained elevated at the end of the second quarter.
Our net debt (debt and cash overdraft less cash) at the end of June 2022 was $190.7 million compared to $561.9 million at the end of June 2021. Our unused borrowing capacity under revolving credit facilities and a shelf agreement with certain lenders along with our cash surplus resulted in total liquidity of approximately $1.2 billion at the end of the second quarter of 2022.

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:

Random Lengths Composite

 

Average $/MBF

 

    

2022

    

2021

 

January

$

1,112

$

890

February

 

1,225

 

954

March

 

1,321

 

1,035

April

 

1,051

 

1,080

May

 

948

 

1,428

June

 

670

 

1,344

Second quarter average

$

890

$

1,284

Year-to-date average

$

1,055

$

1,122

Second quarter percentage change

 

(30.7)

%  

 

Year-to-date percentage change

 

(6.0)

%

 

 

 

 

 

 

 

 

 

 

 

Random Lengths Composite

 

 

 

Average $/MBF

 

 

    

2017

    

2016

    

January

 

$

356

 

$

316

 

February

 

 

393

 

 

310

 

March

 

 

401

 

 

321

 

April

 

 

424

 

 

345

 

May

 

 

416

 

 

356

 

June

 

 

399

 

 

353

 

July

 

 

411

 

 

351

 

August

 

 

417

 

 

367

 

September

 

 

416

 

 

354

 

 

 

 

 

 

 

 

 

Third quarter average

 

$

415

 

$

357

 

Year-to-date average

 

$

404

 

$

341

 

 

 

 

 

 

 

 

 

Third quarter percentage change

 

 

16.2

%  

 

 

 

Year-to-date percentage change

 

 

18.5

%  

 

 

 

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UFP INDUSTRIES, INC.

In addition, a Southern Yellow Pine (“SYP”) composite price, which we prepare and use, is presented below. Our purchases of this species comprised approximately 44% and 42%comprise almost two-thirds of our total lumber purchases throughpurchases.

Southern Yellow Pine

 

Average $/MBF

 

    

2022

    

2021

 

January

$

1,010

$

858

February

 

1,115

 

903

March

 

1,198

 

938

April

 

902

 

922

May

 

732

 

1,150

June

 

574

 

1,052

Second quarter average

$

736

$

1,041

Year-to-date average

$

922

$

971

Second quarter percentage change

(29.3)

%  

Year-to-date percentage change

(5.0)

%

The decrease in overall lumber prices for the first nine monthssecond quarter of 2017the year was primarily due to demand in the retail and 2016, respectively.

 

 

 

 

 

 

 

 

 

 

Random Lengths SYP

 

 

 

Average $/MBF

 

 

    

2017

    

2016

    

January

 

$

397

 

$

358

 

February

 

 

420

 

 

357

 

March

 

 

433

 

 

366

 

April

 

 

438

 

 

389

 

May

 

 

416

 

 

397

 

June

 

 

399

 

 

382

 

July

 

 

381

 

 

380

 

August

 

 

383

 

 

391

 

September

 

 

387

 

 

375

 

 

 

 

 

 

 

 

 

Third quarter average

 

$

384

 

$

382

 

Year-to-date average

 

$

406

 

$

377

 

 

 

 

 

 

 

 

 

Third quarter percentage change

 

 

0.5

%

 

 

 

Year-to-date percentage change

 

 

7.7

%

 

 

 

16


products sold with fixed and variable prices, as discussed below.

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 were 48.2%54.8% and 48.4%63.7% of our sales in the first ninesix months of 20172022 and 2016,2021, respectively. The decrease from the prior year ratio reflects an improvement in our sales mix of value-added products as well as our value-based selling practices.

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.

·

Products with fixed selling prices. These products include value-added products, such as deck components and fencingmanufactured items, sold to retail customers, as well as trusses, wall panels and other components sold to the construction market, and most industrial packaging products.within all segments. 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.time. 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 or purchase necessary inventory for these sales commitments. Also, theThe time period and quantity limitationslimitation eventually allowallows us to periodically re-price our products for changes in lumber costs from our suppliers.

We believe our percentage of sales of fixed price items is usually greatest in our third and fourth quarters.

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UFP INDUSTRIES, INC.

·

Products with selling prices indexed to the reported Lumber Market with a fixed dollar “adder” to cover conversion costs and profits.profit. These products primarily include treated lumber, remanufactured lumber,panel goods, other commodity-type items, 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.

We believe our sales of these products are at their highest relative level in our second quarter, primarily due to pressure-treated lumber sold in our retail segment.

For each of the product pricing categories above, our margins are exposed to changes in the trend of lumber prices.

The greatest risk associated with changes in the trend of lumber prices is on the following products:products:

·

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 comprisescomprised approximately 19%16% of our total sales.annual sales in 2021. This exposure is less significant with remanufactured lumber, panel goods, other commodity-type items, and 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 vendorinventory consignment programs with our vendors. Our new Sunbelt and Spartanburg Forest Products plants began participating in these consignment programs in 2022, and we estimate that 24.2% of their inventory programs.was consigned with vendors.  (Please refer to the “Risk Factors” section of our annual report on form 10‑K,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.

and longer vendor commitments.

During the first nine months of 2017, volatility in the lumber market has impacted our gross profits on products sold under each of the general pricing methods described above.  For example, the dramatic rise in lumber prices, which peaked in April, resulted in a decline in gross profit per unit on products sold with fixed prices primarily in the second

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UNIVERSAL FOREST PRODUCTS, INC.

quarter.  Additionally, the subsequent decline in lumber prices in May, June, and July resulted in a decline in gross profit per unit on products sold with a variable price indexed to the lumber market.  We anticipate these trends may continue to impact our results into the fourth quarter until we reach a point of re-pricing products sold via a fixed price with our customers and selling through higher cost material sold on a variable price which is mitigated to some degree by stability of the SYP market.

Finally, hurricane Harvey and Irma as well as recent wildfires in British Columbia have resulted in sharp increases in lumber prices in the third quarter of 2017.

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.

 

 

 

 

 

 

 

    

Period 1

    

Period 2

 

    

Period 1

Period 2

 

Lumber cost

 

$

300

 

$

400

 

$

300

$

400

Conversion cost

 

 

50

 

 

50

 

 

50

 

50

= Product cost

 

 

350

 

 

450

 

 

350

 

450

Adder

 

 

50

 

 

50

 

 

50

 

50

= Sell price

 

$

400

 

$

500

 

$

400

$

500

Gross margin

 

 

12.5

%  

 

10.0

%

 

12.5

%  

 

10.0

%

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 and operating margins are negatively impacted during periods of high lumber prices; conversely, we experience margin improvement when lumber prices are relatively low.  In order to more effectively evaluate our profitability in such periods, we believe it is useful to compare our change in units shipped with our changes in costs and profits.

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UFP INDUSTRIES, INC.

BUSINESS COMBINATIONS

We completed threetwo business acquisitionsacquisition during the first ninesix months of 2017fiscal 2022 and sixnine during all of 2016.fiscal 2021. The annual historical sales attributable to acquisitions completed in 2017 and 2016 wasthe first six months of fiscal 2022 is approximately $124$62 million, and $324 million, respectively.while acquisitions completed during the last six months of 2021 have annual sales of approximately $76 million. These business combinations were not significant to our quarterly or year-to-date operating results individually or in aggregate and thus pro forma results for 2017 or 20162022 and 2021 are not presented.

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

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UNIVERSAL FOREST PRODUCTS, INC.

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.

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

    

September 30,

    

September 24,

    

September 30,

    

September 24,

 

    

 

2017

 

2016

 

2017

 

2016

 

 

Three Months Ended

Six Months Ended

June 25,

    

June 26,

    

June 25,

    

June 26,

    

2022

 

2021

 

2022

 

2021

 

Net sales

 

100.0

%  

100.0

%  

100.0

%  

100.0

%

 

100.0

%  

100.0

%  

100.0

%  

100.0

%  

Cost of goods sold

 

86.3

 

85.7

 

86.1

 

85.2

 

 

82.6

 

84.4

 

81.8

 

84.4

 

Gross profit

 

13.7

 

14.3

 

13.9

 

14.8

 

 

17.4

 

15.6

 

18.2

 

15.6

 

Selling, general, and administrative expenses

 

8.8

 

9.1

 

9.2

 

9.3

 

 

7.4

 

6.8

 

8.1

 

7.4

 

Other (gains) losses, net

0.1

 

 

 

 

Earnings from operations

 

4.9

 

5.3

 

4.7

 

5.4

 

 

9.8

 

8.8

 

10.1

 

8.3

 

Other expense (income), net

 

0.1

 

0.1

 

0.1

 

0.1

 

 

Other expense, net

0.3

 

0.1

 

0.3

 

0.1

 

Earnings before income taxes

 

4.8

 

5.2

 

4.6

 

5.3

 

 

9.5

 

8.7

 

9.9

 

8.2

 

Income taxes

 

1.5

 

1.7

 

1.5

 

1.8

 

 

2.4

 

2.2

 

2.4

 

2.0

 

Net earnings

 

3.3

 

3.5

 

3.1

 

3.5

 

 

7.2

 

6.5

 

7.4

 

6.2

 

Less net earnings attributable to noncontrolling interest

 

(0.1)

 

(0.1)

 

(0.1)

 

(0.1)

 

 

(0.2)

 

(0.1)

 

(0.2)

 

(0.1)

 

Net earnings attributable to controlling interest

 

3.2

%  

3.4

%  

3.0

%  

3.4

%

 

7.0

%  

6.4

%  

7.3

%  

6.1

%  

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

GROSSAs a result of the impact of the level of lumber prices on the percentages displayed in the table above (see Impact of the Lumber Market on Our Operating Results), we believe it is useful to compare our change in units sold with our change in gross profits, selling, general, and administrative expenses, and operating profits as presented in the following table. The percentages displayed below represent the percentage change from the prior year comparable period.

Percentage Change

Three Months Ended

Six Months Ended

    

June 25,

June 26,

June 25,

June 26,

    

2022

    

2021

    

2022

    

2021

Units sold

 

3.0

%  

47.0

%  

6.0

%  

41.0

%  

Gross profit

19.5

105.6

38.7

90.2

Selling, general, and administrative expenses

16.3

62.2

29.9

50.0

Earnings from operations

20.5

156.5

45.4

148.0

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UFP INDUSTRIES, INC.

The following table presents, for the periods indicated, our selling, general, and administrative expenses (SG&A) as a percentage of gross profit.  Given our strategies to enhance our capabilities and improve our value-added product offering, and recognizing the higher relative level of SG&A these strategies require, we believe this ratio provides an enhanced view of our effectiveness in managing these costs and mitigates the impact of changing lumber prices.

Three Months Ended

Six Months Ended

    

June 25,

    

June 26,

    

June 25,

    

June 26,

 

2022

 

2021

 

2022

 

2021

Gross profit

$

503,452

$

421,294

$

981,815

$

707,848

Selling, general, and administrative expenses

$

214,538

$

184,539

$

434,688

$

334,637

SG&A as percentage of gross profit

 

42.6%

 

43.8%

 

44.3%

 

47.3%

Bonus expense, which is a component of SG&A, decreased in the second quarter to $55 million from $61 million in the prior year due to modifications made to our bonus plan intended to reduce the payout rate when higher levels of pre-bonus earnings from operations are achieved. The adjustment to reduce bonus expense based on the new parameters was recorded in the second quarter and totaled $17 million. As a result of this change, our year to date bonus accrual rate has decreased to 17.5% of pre-bonus earnings from operations from a historical rate of approximately 20.0%. Bonus rates continue to be derived based on return on investment achieved. Bonus expense in the first six months of 2022 totaled $124 million compared to $98 million in the prior year.

Operating Results by Segment:

Our business segments consist of UFP Retail Solutions, UFP Industrial and UFP Construction, and align with the end markets we serve. Among other things, this structure allows for a more specialized and consistent sales approach among Company operations, more efficient use of resources and capital, and quicker introduction of new products and services. We manage the operations of our individual locations primarily through a market-centered reporting structure under which each location is included in a business unit and business units are included in our Retail, Industrial, and Construction segments. The exception to this market-centered reporting and management structure is our International segment, which comprises our Mexico, Canada, Europe, Asia, and Australia operations and sales and buying offices in other parts of the world. Our International segment and Ardellis (our insurance captive) are included in the “All Other” column of the table below. The “Corporate” column includes purchasing, transportation and administrative functions that serve our operating segments. Operating results of Corporate primarily consists of over (under) allocated costs. The operating results of UFP Real Estate, Inc., which owns and leases real estate, and UFP Transportation Ltd., which owns, leases, and operates transportation equipment, are also included in the Corporate column. Inter-company lease and services charges are assessed to our operating segments for the use of these assets and services at fair market value rates.

The following tables present our operating results, for the periods indicated, by segment (in thousands).

Three Months Ended June 25, 2022

    

    

    

    

Retail

Industrial

Construction

All Other

Corporate

Total

Net sales

$

1,121,440

676,333

$

975,376

$

124,416

$

3,309

$

2,900,874

Cost of goods sold

 

1,048,260

 

514,216

 

748,060

 

83,336

3,549

2,397,421

Gross profit

73,180

162,117

227,316

41,080

(240)

503,453

Selling, general, administrative expenses

48,387

67,235

94,638

16,356

(12,078)

214,538

Other

 

266

672

(154)

1,976

589

3,349

Earnings from operations

$

24,527

$

94,210

$

132,832

$

22,748

$

11,249

$

285,566

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UFP INDUSTRIES, INC.

Three Months Ended June 26, 2021

    

    

    

    

Retail

Industrial

Construction

All Other

Corporate

Total

Net sales

$

1,259,218

 

$

611,181

$

738,704

$

89,470

$

1,968

$

2,700,541

Cost of goods sold

 

1,136,887

 

476,731

 

604,414

59,745

1,470

2,279,247

Gross profit

122,331

134,450

134,290

29,725

498

421,294

Selling, general, administrative expenses

60,376

54,903

66,936

13,604

(11,280)

184,539

Other

 

(96)

 

21

 

247

(183)

(169)

(180)

Earnings from operations

$

62,051

$

79,526

$

67,107

$

16,304

$

11,947

$

236,935

Six Months Ended June 25, 2022

Retail

Industrial

Construction

All Other

Corporate

Total

Net sales

$

2,114,672

$

1,287,702

$

1,761,847

$

219,983

$

5,983

$

5,390,187

Cost of goods sold

 

1,907,155

 

976,031

 

1,373,119

147,360

4,707

4,408,372

Gross profit

207,517

311,671

388,728

72,623

1,276

981,815

Selling, general, administrative expenses

111,055

134,466

176,975

32,981

(20,789)

434,688

Other

538

604

103

2,079

(788)

2,536

Earnings from operations

$

95,924

$

176,601

$

211,650

$

37,563

$

22,853

$

544,591

Six Months Ended June 26, 2021

Retail

Industrial

Construction

All Other

Corporate

Total

Net sales

$

2,018,239

$

1,060,055

$

1,298,234

$

145,047

$

3,970

$

4,525,545

Cost of goods sold

 

1,795,435

 

845,280

 

1,075,260

97,771

3,951

3,817,697

Gross profit

222,804

214,775

222,974

47,276

19

707,848

Selling, general, administrative expenses

107,476

95,016

122,481

24,025

(14,361)

334,637

Other

(268)

(177)

368

(1,031)

(103)

(1,211)

Earnings from operations

$

115,596

$

119,936

$

100,125

$

24,282

$

14,483

$

374,422

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UFP INDUSTRIES, INC.

The following tables present the components of our operating results, for the periods indicated, as a percentage of net sales by segment.

Three Months Ended June 25, 2022

    

    

    

    

Retail

Industrial

Construction

All Other

Corporate

Total

Net sales

100.0

%

100.0

%

100.0

%

100.0

%

N/A

100.0

%

Cost of goods sold

93.5

76.0

76.7

67.0

82.6

Gross profit

6.5

24.0

23.3

33.0

17.4

Selling, general, administrative expenses

4.3

9.9

9.7

13.1

7.4

Other

1.6

Earnings from operations

2.2

%

13.9

%

13.6

%

18.3

%

9.8

%

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

Three Months Ended June 26, 2021

    

    

    

    

Retail

Industrial

Construction

All Other

Corporate

Total

Net sales

100.0

%

100.0

%

100.0

%

100.0

%

N/A

100.0

%

Cost of goods sold

90.3

78.0

81.8

66.8

84.4

Gross profit

9.7

22.0

18.2

33.2

15.6

Selling, general, administrative expenses

4.8

9.0

9.1

15.2

6.8

Other

(0.2)

Earnings from operations

4.9

%

13.0

%

9.1

%

18.2

%

8.8

%

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

Six Months Ended June 25, 2022

    

    

    

    

Retail

Industrial

Construction

All Other

Corporate

Total

Net sales

100.0

%

100.0

%

100.0

%

100.0

%

N/A

100.0

%

Cost of goods sold

90.2

75.8

77.9

67.0

81.8

Gross profit

9.8

24.2

22.1

33.0

18.2

Selling, general, administrative expenses

5.3

10.4

10.0

15.0

8.1

Other

0.3

0.9

Earnings from operations

4.5

%

13.7

%

12.0

%

17.1

%

10.1

%

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

Six Months Ended June 26, 2021

    

    

    

    

Retail

Industrial

Construction

All Other

Corporate

Total

Net sales

100.0

%

100.0

%

100.0

%

100.0

%

N/A

100.0

%

Cost of goods sold

89.0

79.7

82.8

67.4

84.4

Gross profit

11.0

20.3

17.2

32.6

15.6

Selling, general, administrative expenses

5.3

9.0

9.4

16.6

7.4

Other

(0.7)

Earnings from operations

5.7

%

11.3

%

7.7

%

16.7

%

8.3

%

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

25

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UFP INDUSTRIES, INC.

NET SALES

We design, manufacture and market wood and wood-alternative products, primarily used to enhance outdoor living environments, 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, specialty wood packaging, components and packing materials for various industries, and customized interior fixtures used in a variety of retail stores, commercial, and other structures.structures, and specialty wood packaging, components and packing materials for various industries. Our strategic long-term sales objectives include:

·

Maximizing unit sales growth while achieving return on investment goals. The following table presents estimates, for the periods indicated, of our percentage change in net sales which were attributable to changes in overall selling prices versus changes in units shipped.

% Change

    

in Sales

    

in Selling 
Prices

    

in Units

    

Acquisition Unit Change

    

Organic Unit Change

    

Second quarter 2022 versus Second quarter 2021

7.4

%  

4.4

%  

3.0

%  

1.0

%  

2.0

%  

Year-to-date 2022 versus Year-to-date 2021

19.1

%  

13.1

%  

6.0

%  

4.0

%  

2.0

%  

Diversifying our end market sales mix by increasing sales of specialtystructural wood and protective 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, and increasing our sales of customized interior fixtures used in a variety of markets.

retailers.

·

Expanding geographically in our core businesses, domestically and internationally.

·

Increasing our sales of "value-added" products which primarilyand enhancing our product offering with new or improved products. Value-added products generally consist of fencing, decking, lattice, and other specialty products sold to the retail market, specialtystructural wood packaging, engineered wood components, customized interior fixtures, manufactured and assembled concrete forms, and "wood alternative" products. Engineered wood components include roof trusses, wall panels, and floor systems. Wood alternative products consist primarily of compositeproducts manufactured with wood and non-wood composites, metal, and plastics. Although we consider the treatment of dimensional lumber and panels with certain chemical preservatives a value-added process, treated lumber is not presently included in the value-added sales totals.

Remanufactured lumber and panels that are components of finished goods are also generally categorized as “commodity-based” products.

·

Maximizing unit sales growth while achieving return on investment goals.

·

Developing new products and expanding our product offering for existing customers. New product sales were $107.7 million in the third quarter of 2017 compared to $88.5 million during the third quarter of 2016.  New product sales year-to-date for 2017 and 2016 were $313.6 million and $255.3 million, respectively.

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UNIVERSAL FOREST PRODUCTS, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Product Sales by Market

 

New Product Sales by Market

 

 

Three Months Ended

 

Nine Months Ended

(in thousands)

    

September 30,

    

September 24,

    

 

    

September 30,

    

September 24,

    

 

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

Retail

 

$

65,383

 

 

53,252

 

22.78%

 

$

192,194

 

$

153,966

 

24.83%

Industrial

 

 

26,738

 

 

23,374

 

14.39%

 

 

76,125

 

 

65,642

 

15.97%

Construction

 

 

15,577

 

 

11,911

 

30.78%

 

 

45,321

 

 

35,717

 

26.89%

Total New Product Sales

 

 

107,698

 

 

88,537

 

21.64%

 

 

313,640

 

 

255,325

 

22.84%

Note:  Certain prior year product reclassifications and the change in designation of certain products as “new” resulted in a change in prior year’s sales.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

(in thousands)

    

September 30,

    

September 24,

    

 

 

 

September 30,

    

September 24,

    

 

    

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

Retail

 

$

391,895

 

$

339,275

 

15.5

%

 

$

1,162,785

 

$

1,018,203

 

14.2

%

Industrial

 

 

369,506

 

 

232,017

 

59.3

%

 

 

982,675

 

 

661,718

 

48.5

%

Construction

 

 

310,026

 

 

267,772

 

15.8

%

 

 

872,997

 

 

740,393

 

17.9

%

Total Gross Sales

 

 

1,071,427

 

 

839,064

 

27.7

%

 

 

3,018,457

 

 

2,420,314

 

24.7

%

Sales Allowances

 

 

(14,841)

 

 

(12,399)

 

19.7

%

 

 

(43,366)

 

 

(39,405)

 

10.1

%

Total Net Sales

 

$

 1,056,586

 

$

826,665

 

27.8

%

 

$

2,975,091

 

$

2,380,909

 

25.0

%

Note:  During 2017, certain customers were reclassified to a different market. Prior year information has been restated to reflect these changes.

Gross sales in the third quarter of 2017 increased 28% compared to the same period of 2016, due to a 22% increase in unit sales and a 6% increase in selling prices primarily due to the Lumber Market.  Acquired operations contributed 15% to our unit sales growth, and our organic unit sales growth was 7%.

Changes in our gross sales by market are discussed below.

Retail:

Gross sales to the retail market increased almost 16% in the third quarter of 2017 compared to the same period of 2016, due to a 12% increase in unit sales and a 4% increase in selling prices. Within this market, sales to our big box customers increased almost 13%, and sales to other independent retailers increased over 20%.  Businesses we acquired contributed 7% to our growth in unit sales, primarily to independent retail customers.  Our organic unit growth was 5% for the quarter.  By comparison, “big box” same store sales growth during the third quarter has been reported at approximately 6.3%.

Gross sales to the retail market increased over 14% in the first nine months of 2017 compared to the same period of 2016, due to a 9% increase in unit sales and a 5% increase in selling prices. Within this market, sales to our big box customers increased almost 15%, and sales to other independent retailers increased almost 14%.  Businesses we acquired contributed 6% to our growth in unit sales, primarily to independent retail customers.  Our organic unit growth was 3% in the first nine months of 2017.  By comparison, “big box” same store sales growth in the first nine months of 2017 has been reported at approximately 6.0%.

Industrial:

Gross sales to the industrial market increased over 59% in the third quarter of 2017 compared to the same period of 2016, resulting from a 54% increase in unit sales and a 5% increase in selling prices. Businesses we acquired contributed

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UNIVERSAL FOREST PRODUCTS, INC.

43% to our growth in unit sales.  Our organic growth in unit sales of 11% was primarily due to new operations, adding 578 new customers, and share gains with several existing customers.

Gross sales to the industrial market increased almost 49% in the first nine months of 2017 compared to the same period of 2016, resulting from a 43% increase in unit sales and a 6% increase in selling prices. Businesses we acquired contributed 34% to our growth in unit sales.  Our organic growth in unit sales of 9% was primarily due to same factors discussed above.

Construction:

Gross sales to the construction market increased almost 16% in the third quarter of 2017 compared to 2016. The increase was due to an 8% increase in unit sales and an 8% increase in our selling prices. Our increase in unit sales was driven by a 12% increase to manufactured housing customers, and an 8% increase to residential construction customers, offset by a  5% decrease to commercial construction customers.

By comparison (and based upon various industry publications):

·

Production of HUD-code manufactured homes in June, July, August 2017, the most recent period reported, was up 12.0% compared to the same period of 2016.

·

Non-residential construction activity in July and August increased approximately 10.2% compared to the same period of 2016.

·

National housing starts increased approximately 0.9% in the period from June through August 2017 (our sales trail housing starts by about a month) compared to the same period of 2016.  Our sales growth exceeds national industry growth due to certain market share gains and organic sales growth in our eastern regions.

Gross sales to the construction market increased almost 18% in the first nine months of 2017 compared to 2016. The increase was due to a 9% increase in unit sales and a 9% increase in our selling prices. Our increase in unit sales was driven by an 11% increase to manufactured housing customers, an 11% increase to residential construction customers, and a 1% increase to commercial construction customers due to the same factors discussed above. 

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 thansales by our commodity-based products.segments:

Three Months Ended June 25, 2022

Three Months Ended June 26, 2021

    

Value-Added

    

Commodity-Based

Value-Added

    

Commodity-Based

Retail

 

45.3

%

54.7

%

39.7

%

60.3

%

Industrial

70.5

%

29.5

%

63.8

%

36.2

%

Construction

74.7

%

25.3

%

67.9

%

32.1

%

All Other and Corporate

75.5

%

24.5

%

73.4

%

26.6

%

Total Sales

62.2

%

37.8

%

53.8

%

46.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

    

September 30,

 

September 24,

 

September 30,

 

September 24,

 

 

2017

 

2016

 

2017

 

2016

Value-Added

 

63.9

%  

 

61.1

%  

 

62.9

%  

 

61.5

%

Commodity-Based

 

36.1

%  

 

38.9

%  

 

37.1

%  

 

38.5

%

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COST OF GOODS SOLD AND GROSS PROFITTable of Contents

UFP INDUSTRIES, INC.

Six Months Ended June 25, 2022

Six Months Ended June 26, 2021

    

Value-Added

    

Commodity-Based

Value-Added

    

Commodity-Based

    

Retail

 

43.2

%

56.8

%

41.5

%

58.5

%

Industrial

69.2

%

30.8

%

65.1

%

34.9

%

Construction

73.7

%

26.3

%

68.3

%

31.7

%

All Other and Corporate

73.9

%

26.1

%

72.7

%

27.3

%

Total Sales

60.5

%

39.5

%

55.5

%

44.5

%

Note: Certain prior year product reclassifications and the change in designation of certain products as "value-added" resulted in a change in prior year's sales.

Our gross margin decreased to 13.7% from 14.3% comparingoverall unit sales of value-added products increased approximately 6% in the thirdsecond quarter of 20172022 compared to 2021, comprised of a 2% contribution from acquisitions and 4% organic growth. Our overall unit sales of value-added products increased approximately 6% in the first six months of 2022 compared to the same period last year, comprised of a 3% contribution from acquisitions and 3% organic growth. Our organic unit sales of commodity-based products decreased approximately 1% quarter-over-quarter and our overall unit sales of commodity-based products increased approximately 5% in the first six months of 2022 compared to the same period last year, comprised of a 4% contribution from acquisitions and 1% organic growth.

Developing new products. We define new products as those that will generate sales of at least $1 million per year within 4 years of launch and are still growing and gaining market penetration. New product sales in the second quarter of 2022 increased 37%. Approximately $211 million of new product sales for the first six months of 2021, while still sold, were sunset in 2022 and excluded from the table below because they no longer meet the definition above. Our goal is to achieve annual new product sales of at least $525 million in 2022.

The table below presents new product sales in thousands:

New Product Sales by Segment

New Product Sales by Segment

Three Months Ended

Six Months Ended

    

June 25,

    

June 26,

    

%

    

June 25,

June 26,

    

%

2022

2021

Change

2022

2021

Change

Retail

$

71,410

68,064

 

4.9

%

$

137,855

$

119,966

14.9

%

Industrial

 

68,108

37,108

 

83.5

%

 

130,945

 

65,432

100.1

%

Construction

40,692

26,326

54.6

%

77,499

42,200

83.6

%

All Other and Corporate

 

623

594

 

4.9

%

 

1,393

 

907

53.6

%

Total New Product Sales

 

180,833

132,092

 

36.9

%

$

347,692

$

228,505

52.2

%

Note: Certain prior year product reclassifications and the change in designation of certain products as "new" resulted in a change in prior year's sales.

Retail Segment

Net sales in the second quarter of 2022 decreased by 11% compared to the same period of 20162021, due to a 5% decrease in selling prices, a 2% decrease due to the higher leveltransfer of lumber prices.  Our 22.6%certain sales to the Construction segment this year, and an organic unit decrease of 4%. These factors were offset by acquisition unit growth of 1%. The decline in organic unit sales was experienced in nearly all of our retail business units as consumer demand begins to return to more normalized levels.  By business unit, we experienced organic unit growth of 3% in UFP Edge and this was offset by organic unit decreases in our ProWood (1%), Retail Building Products (2%), Sunbelt (8%), Deckorators (9%), Handprint (18%), and Outdoor Essentials (22%) business units. Capacity expansion contributed to our unit increase in gross profit dollars compares favorably withUFP Edge, and we believe investments we’ve made to expand capacity in our 22% increase in unitDeckorators and UFP Edge business units will add planned sales duringof nearly $100 million to the same period.  Acquired operations contributed $19.9Retail segment for all of 2022.  Finally, sales to big box customers were down 10%, while sales to independent retailers decreased 15%.

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UFP INDUSTRIES, INC.

Gross profits decreased by $49.2 million, of gross profit inor 40.2% to $73.2 million for the thirdsecond quarter of 2017.  Excluding acquisitions, our gross profits increased by $6.7 million, or 5.7%, over the same period last year as follows:

·

Our gross profit on sales to the retail market increased by approximately $1 million.

·

Our gross profit on sales to the industrial market increased by approximately $1 million.

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UNIVERSAL FOREST PRODUCTS, INC.

·

Our gross profit on sales to the construction market increased by over $3 million.

Our gross margin decreased to 13.9% from 14.8% comparing the first nine months of 2017 to the same period of 2016.  Our 17.4% increase in gross profit dollars compares unfavorably with our 19% increase in unit sales in the first nine months of 20172022 compared to the same period last year. The increasedecrease in our gross profit dollars was attributable to the following:

The gross profits of our Sunbelt and ProWood business units decreased by a total of $29.9 million, primarily due to acquired operations which contributed $45.6 million of gross profit in the first nine months of 2017.  Excluding acquisitions, our gross profits increased by $15.8 million over the same period last year as follows:

·

Our gross profit on sales to the retail market increased by over $3 million.

·

Our gross profitimpact that declining lumber prices had on pressure treated products sold at a variable price. A decrease in unit sales also contributed to the industrial market decreased by over $5 million.

reduction in gross profit.

·

Our gross profit on salesUFP Edge and Retail Building Products business units contributed $21.1 million to the construction market increased by over $12 million.

decrease in gross profits due to the impact that declining lumber prices had on products sold at a variable price in these business units.
Acquired operations contributed $2.7 million, which partially offset the decrease in gross profits.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (“SG&A”) expenses increased&A decreased by approximately $17.9$12.0 million, or 24.0%19.9%, in the thirdsecond quarter of 20172022 compared to the same period of 2016, while we reported a 22% increase in unit sales.2021. SG&A of recently acquired businesses added roughly $1.5 million to overall SG&A. Accrued bonus expense, which varies with our overall profitability and return on investment, decreased approximately $17.2 million from the second quarter of 2021 and totaled $12.4approximately $3.8 million for the quarter. Bonus expense was also impacted by the plan modification disclosed above. The decrease was partially offset by increases in advertising of $1.3 million, bad debt expenses of $1.1 million, travel related expenses of $0.8 million, and salaries and wages of $0.6 million.

Earnings from operations for the Retail reportable segment decreased in the thirdsecond quarter of 20172022 compared to $12.02021 by $37.5 million, or 60.5%, as a result of the factors mentioned above.

Net sales in 2016.  Acquired operationsthe first six months of 2022 increased by 5% compared to the same period of 2021, due to a 4% increase in selling prices and acquisition unit growth of 6%, offset by a 2% decrease due to the transfer of certain sales to the Construction segment, and an organic unit decrease of 3%. We experienced organic unit growth of 5% in our UFP Edge business unit.  This increase was offset by organic unit decreases in our ProWood (1%), Retail Building Products (4%), Sunbelt (6%), Deckorators (8%), Outdoor Essentials (14%), and Handprint (19%) business units.  Capacity expansion contributed to our unit increase in UFP Edge.  Finally, sales to big box customers increased 5%, while sales to independent retailers increased 3%.

Gross profits decreased by $15.3 million, or 6.9% to $207.5 million for the first six months of 2022 compared to the same period last year. Our decrease in gross profit was attributable to the following:

The gross profits of our Sunbelt and ProWood business units decreased by a total of $17.8 million, primarily due to the impact that declining lumber prices had on pressure treated products that are sold at a variable price.
Our Retail Building Products business unit contributed $13.3 million to the decrease in gross profits due to the impact that declining lumber prices had on products sold at a variable price.
Acquired operations contributed $14.3 million, which partially offset the decrease in gross profits.

SG&A increased by approximately $15$3.6 million, or 3.3%, in the first six months of 2022 compared to the same period of 2021. SG&A of recently acquired businesses added $4.1 million to overall SG&A. Accrued bonus expense, which varies with our year over year increase.overall profitability and return on investment, decreased approximtely $10.4 million and totaled approximately $24.5 million for the first six months of 2022. Bonus expense was also impacted by the plan modification disclosed above.  The remaining increase was primarily due to an increaseincreases in compensationsalaries and benefit costs. wages of $2.7 million, advertising of $1.8 million, travel-related expenses of $1.4 million, and bad debt expenses of $0.9 million.

Selling, general and administrative (“SG&A”) expenses increased by approximately $50.5 million, or 22.6%,

Earnings from operations for the Retail reportable segment decreased in the first ninesix months of 20172022 compared to 2021 by $19.7 million, or 17.0%, as a result of the factors mentioned above.

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UFP INDUSTRIES, INC.

Industrial Segment

Net sales in the second quarter of 2022 increased 11% compared to the same period of 2016, while we reported a 19%2021, due to an 11% increase in selling prices and acquisition unit growth of 1%, offset by a 1% decrease in organic unit sales.  The increase in our selling prices is a result of executing value-based selling initiatives and maintaining pricing discipline as we operate in an environment of elevated demand and capacity constraints.The components of our change in organic unit sales includes gains associated with $17 million in sales to new customers, $24 million of sales to new locations of existing customers, and $26 million of new product sales. These gains were offset by the loss of unit sales on less profitable accounts.

Gross profits increased by $27.7 million, or 20.6%, for the second quarter of 2022 compared to the same period last year. Acquisitions contributed $1.4 million to the increase in gross profit. The remaining increase is a result of the pricing increases discussed above as well as favorable changes in our value-added sales mix. Excluding acquisitions, we estimate that value-added products contributed $36.5 million to the increase in gross profit, while commodity-based products contributed to a decline of $10.2 million in gross profit. Value-added sales increased to 70.5% of total net sales in the second quarter of 2022 compared to 63.8% of total net sales in the second quarter of 2021. Additionally, the increase in new product sales contributed $11.2 million to gross profits this year ($1.4 million from acquisitions).

SG&A increased by approximately $12.3 million, or 22.5%, in the second quarter of 2022 compared to the same period of 2021. Acquired operations since the second quarter of 2021 contributed approximately $1.0 million to our increase in costs. Accrued bonus expense, which varies with our overall profitability and return on investment, decreased approximately $1.4 million relative to the second quarter of 2021, and totaled $32.6$19.7 million infor the nine months of 2017 compared to $33.9 million in 2016.  Acquired operations contributed approximately $41 million to our year over year increase.quarter. Bonus expense was impacted by the plan modification disclosed above. The remaining increase was primarily due to an increaseincreases in bad debt expense of $6.4 million, sales incentive compensation of $2.0 million, medical benefits expense of $0.6 million, salaries and benefit costswages of $0.4 million, and foreign currency exchange losses. travel related expenses of $0.4 million.

INTEREST, NET

Earnings from operations for the Industrial reportable segment increased in the second quarter of 2022 compared to 2021 by $14.7 million, or 18.5%, due to the factors discussed above.

Net interest costs were highersales in the third quarterfirst six months of 20172022 increased 21% compared to the same period of 20162021, due to carrying a higher amount of debt and a slight23% increase in short-term borrowing rates.selling prices and acquisition unit growth of 1%, offset by a 3% decrease in organic unit sales.  The increase in our selling prices is a result of executing value-based selling initiatives and maintaining pricing discipline as we operate in an environment of elevated demand and capacity constraints.The components of our change in organic unit sales includes gains associated with $40 million in sales to new customers, $42 million of sales to new locations of existing customers, and $55 million of new product sales. These gains were offset by the loss of unit sales on less profitable accounts.

Gross profits increased by $96.9 million, or 45.1%, for the first six months of 2022 compared to the same period last year. Acquisitions contributed $3.1 million to the increase in gross profit. The remaining increase is a result of the pricing increases discussed above as well as favorable changes in our value-added sales mix. Excluding acquisitions, we estimate that value-added products and commodity-based products contributed $86.4 million and $7.4 million, respectively, to the increase in gross profit. Value-added sales increased to 69.2% of total net sales in the first six months of 2022 compared to 65.1% of total net sales in the first six months of 2021. Additionally, the increase in new product sales contributed $23 million to gross profits this year ($3.1 million from acquisitions).

SG&A increased by approximately $39.5 million, or 41.5%, in the first six months of 2022 compared to the same period of 2021. Acquired operations since the first six months of 2021 contributed approximately $2.3 million to our increase in costs. Accrued bonus expense, which varies with our overall profitability and return on investment, increased approximately $11.7 million, and totaled $43.4 million for the six months of 2022. Bonus expense was also impacted by the plan modification disclosed above. The remaining increase was primarily due to increases in bad debt expense of $8.0 million, sales incentive compensation of $6.8 million, salaries and wages of $2.0 million, travel related expenses of $1.0 million, and medical benefits expense of $0.7 million.

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UFP INDUSTRIES, INC.

Earnings from operations for the Industrial reportable segment increased in the first six months of 2022 compared to 2021 by $56.7 million, or 47.2%, due to the factors discussed above.

Construction Segment

Net sales in the second quarter of 2022 increased 32% compared to the same period of 2021, due to a 15% increase in selling prices, 2% due to the transfer of certain sales from the Retail segment and organic unit sales growth of 15%. The increase in our selling prices is due to a combination of an improvement in our product mix of value-added products which tend to be sold on a fixed price, elevated end market demand, and selectively selling to maximize profitability. Organic unit changes within this segment consist of increases of 63% in commercial construction, 35% in concrete forming, 16% in factory-built housing, and 1% in site-built construction.

The organic increase in commercial is due primarily to an increase in sales at our idX facility in CA. As of June 25, 2022 and December 25, 2021, we estimate that backlog orders associated with commercial construction approximated $118.0 million and $84.6 million, respectively.
The organic unit increase in concrete forming is comprised of a 64% increase in our value-added unit sales and a 10% increase in our commodity-based unit sales. The unit increase in value-added sales is due to an increase in concrete form and engineered wood product sales to new customers and existing customers.
The organic unit increase in factory-built is primarily due to an increase in industry production and an increase in new products sales of $11.1 million.
Capacity constraints impacted our ability to grow our site-built business unit. Consequently we have been selective in the business we take in order to maximize profitability. As of June 25, 2022 and December 25, 2021, we estimate that backlog orders associated with site-built construction approximated $160.6 million and $113.5 million, respectively.

Gross profits increased by $93.0 million, or 69.3%, for the second quarter of 2022 compared to the same period of 2021. The increase in our gross profit was comprised of the following factors:

Gross profits in our site-built construction business unit increased by $72.5 million as a result of being more selective in the business that we take during this period of elevated demand and capacity constraints.
Gross profits in our factory-built housing business unit increased $10.9 million as a result of increased unit sales and leveraging fixed costs. In addition, value-added sales in this business unit increased to 55.3% of total net sales in the second quarter of 2022 compared to 46.7% of total net sales in the second quarter of 2021. The increase in new product sales contributed $1.8 million in gross profits this year.
The gross profit of our commercial construction business unit increased $7.6 million as a result of increased unit sales, better productivity and other operational improvements, and improved pricing discipline.
The gross profit of our concrete forming business unit increased by $1.7 million, including $2.9 million as a result of the transfer of sales from the Retail segment.
Acquired businesses contributed $0.3 million.

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UFP INDUSTRIES, INC.

SG&A increased by approximately $27.7 million, or 41.4%, in the second quarter of 2022 compared to the same period of 2021. Acquired operations since the second quarter of 2021 contributed approximately $0.3 million to total SG&A for the quarter. Accrued bonus expense, which varies with our overall profitability and return on investment, increased approximately $11.0 million, and totaled $28.7 million for the quarter. Bonus expense was also impacted by previously discussed modifications in our plan. The remaining increase was primarily due to increases in sales incentive compensation of $8.9 million, salaries and wages of $1.3 million, bad debt expense of $1.3 million, and travel related expenses of $0.7 million.

Earnings from operations for the Construction reportable segment increased in the second quarter of 2022 compared to 2021 by $65.7 million, or 97.9%, due to the factors mentioned above.

Net sales in the first six months of 2022 increased 36% compared to the same period of 2021, due to a 20% increase in selling prices, 3% due to the transfer of certain sales from the Retail segment, and organic unit sales growth of 13%. Organic unit changes within this segment consisted of increases of 48% in commercial construction, 26% in concrete forming, and 16% in factory-built housing. The organic unit sales of our site-built business unit remained flat due to capacity constraints.

Gross profits increased by $165.8 million, or 74.3%, for the first six months of 2022 compared to the same period of 2021. The increase in our gross profit was comprised of the following factors:

Gross profits in our site-built construction business unit increased by $108.4 million as a result of being more selective in the business that we take during this period of elevated demand and capacity constraints.
Gross profits in our factory-built housing business unit increased $36.3 million as a result of increased unit sales and leveraging fixed costs. In addition, value-added sales in this business unit increased to 54.6% of total net sales in the first six months of 2022 compared to 47.5% of total net sales in the first six months of 2021. The increase in new product sales contributed $4.6 million in gross profits this year.
The gross profit of our concrete forming business unit increased by $10.2 million, including $6.7 million as a result of the transfer of sales from the Retail segment.
The gross profit of our commercial construction business unit increased $9.7 million as a result of increased unit sales, better productivity and other operational improvements, as well as improved pricing discipline.
Acquired businesses contributed $1.2 million.

SG&A increased by approximately $54.5 million, or 44.5%, in the first six months of 2022 compared to the same period of 2021. Acquired operations since the first six months of 2021 contributed approximately $1.2 million to total SG&A for the quarter. Accrued bonus expense, which varies with our overall profitability and return on investment, increased approximately $24.6 million, and totaled $51.3 million for the first six months of 2022. Bonus expense was also impacted by previously discussed modifications in our plan. The remaining increase was primarily due to increases in sales incentive compensation of $15.5 million, salaries and wages of $3.4 million, bad debt expense of $2.7 million, and travel related expenses of $1.4 million.

Earnings from operations for the Construction reportable segment increased in the first six months of 2022 compared to 2021 by $111.5 million, or 111.4%, due to the factors mentioned above.

All Other Segment

Our All Other reportable segment consists of our International and Ardellis (our insurance captive) segments that are not significant.

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UFP INDUSTRIES, INC.

Corporate

The corporate segment consists of over (under) allocated costs that are not significant.

INCOME TAXES

Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for foreign, state and local income taxes and permanent tax differences. Our effective tax rate was 31.9%25.0% in the thirdsecond quarter of 20172022 compared to 32.5%25.0% for same period in 2016.  Our effective tax rate 2021 and was 33.0%24.5% in the first ninesix months of 20172022 compared to 34.2% in 2016.  The decrease in our effective tax rate is primarily due to recording a tax deduction24.4% for certain share-based compensation at fair market value.

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UNIVERSAL FOREST PRODUCTS, INC.

SEGMENT REPORTING

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

Earnings from Operations

 

 

Three Months Ended

 

 

Three Months Ended

 

    

September 30,

    

September 24,

    

$

    

%

    

  

September 30,

    

September 24,

    

$

    

%

(in thousands)

 

2017

 

2016

 

    Change    

 

Change

 

 

2017

 

2016

 

    Change    

 

Change

North

 

$

310,384

 

$

267,156

 

$

43,228

 

16.2

%  

 

 

$

16,697

 

$

14,630

 

$

2,067

 

14.1

%

South

 

 

206,050

 

 

173,715

 

 

32,335

 

18.6

%  

 

 

 

10,234

 

 

9,900

 

 

334

 

3.4

%

West

 

 

378,714

 

 

335,981

 

 

42,733

 

12.7

%  

 

 

 

22,538

 

 

19,962

 

 

2,576

 

12.9

%

All Other

 

 

161,438

 

 

49,813

 

 

111,625

 

224.1

%  

 

 

 

6,882

 

 

2,959

 

 

3,923

 

132.6

%

Corporate

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 

 

(4,080)

 

 

(3,899)

 

 

(181)

 

4.6

%

Total

 

$

1,056,586

 

$

826,665

 

$

229,921

 

27.8

%  

 

 

$

52,271

 

$

43,552

 

$

8,719

 

20.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

Earnings from Operations

 

 

Nine Months Ended

 

 

Nine Months Ended

 

    

September 30,

    

September 24,

    

$

    

%

    

  

September 30,

    

September 24,

    

$

    

%

 

(in thousands)

 

2017

 

2016

 

    Change    

 

Change

 

 

2017

 

2016

 

    Change    

 

Change

North

 

$

857,858

 

$

758,066

 

$

99,792

 

13.2

%  

 

 

$

42,921

 

$

43,054

 

$

(133)

 

(0.3)

%

South

 

 

616,376

 

 

533,239

 

 

83,137

 

15.6

%  

 

 

 

31,152

 

 

35,830

 

 

(4,678)

 

(13.1)

%

West

 

 

1,088,744

 

 

940,188

 

 

148,556

 

15.8

%  

 

 

 

65,547

 

 

58,434

 

 

7,113

 

12.2

%

All Other

 

 

412,113

 

 

149,416

 

 

262,697

 

175.8

%  

 

 

 

13,285

 

 

11,542

 

 

1,743

 

15.1

%

Corporate

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 

 

(12,914)

 

 

(19,733)

 

 

6,819

 

34.6

%

Total

 

$

2,975,091

 

$

2,380,909

 

$

594,182

 

25.0

%  

 

 

$

139,991

 

$

129,127

 

$

10,864

 

8.4

%


(1)

Corporate primarily represents over (under) allocated administrative costs and accrued bonus expense.

North

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

Net Sales

 

 

North Segment by Market

 

North Segment by Market

 

 

Three Months Ended

 

Nine Months Ended

(in thousands)

    

September 30,

    

September 24,

    

 

 

    

September 30,

    

September 24,

    

 

 

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

Retail

 

$

139,284

 

$

131,333

 

6.1

%

 

$

387,925

 

$

369,699

 

4.9

%

Industrial

 

 

40,192

 

 

27,524

 

46.0

%

 

 

114,533

 

 

87,287

 

31.2

%

Construction

 

 

137,616

 

 

113,897

 

20.8

%

 

 

373,838

 

 

316,204

 

18.2

%

Total Gross Sales

 

 

317,092

 

 

272,754

 

16.3

%

 

 

876,296

 

 

773,190

 

13.3

%

Sales Allowances

 

 

(6,708)

 

 

(5,598)

 

19.8

%

 

 

(18,438)

 

 

(15,124)

 

21.9

%

Total Net Sales

 

$

310,384

 

$

267,156

 

16.2

%

 

$

857,858

 

$

758,066

 

13.2

%

Note:  During 2017, certain customers were reclassified to a different market. Prior year information has been restated to reflect these changes.

Net sales attributable to the North reportable segment increased in the third quarter of 2017 compared to 2016 as a result of increased sales to each of our markets primarily due to the same factors previously discussed.  Acquired operations contributed $8.7 million to our industrial sales increase.

Earnings from operations for the North reportable segment increased in the third quarter of 2017 by $2.1 million, or 14.1%, due to an increase in gross profit of $2.7 million, offset by a $0.6 million increase in SG&A expenses compared to last year.  Acquired operations contributed $0.4 million to our operating profits in the third quarter. 

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UNIVERSAL FOREST PRODUCTS, INC.

Net sales attributable to the North reportable segment increased in the first nine months of 2017 compared to 2016 due to an increase in sales to each of our markets primarily due to the same factors previously discussed.  Acquired operations contributed $21.0 million to our industrial sales increase.

Earnings from operations for the North reportable segment decreased in the first nine months of 2017 by $0.1 million, or 0.3%, due to an increase in gross profit of $4.5 million offset by a $4.6 million increase in SG&A expenses compared to last year.  Acquired operations contributed $1.4 million to our operating profits in the first nine months of 2017. 

South

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

Net Sales

 

 

South Segment by Market

 

South Segment by Market

 

 

Three Months Ended

 

Nine Months Ended

(in thousands)

    

September 30,

    

September 24,

    

 

    

 

September 30,

    

September 24,

    

 

 

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

Retail

 

$

92,146

 

$

75,130

 

22.6

%  

 

$

282,809

 

$

240,175

 

17.8

%

Industrial

 

 

69,390

 

 

61,749

 

12.4

%  

 

 

201,928

 

 

185,529

 

8.8

%

Construction

 

 

49,054

 

 

40,385

 

21.5

%  

 

 

145,387

 

 

118,223

 

23.0

%

Total Gross Sales

 

 

210,590

 

 

177,264

 

18.8

%  

 

 

630,124

 

 

543,927

 

15.8

%

Sales Allowances

 

 

(4,540)

 

 

(3,549)

 

27.9

%  

 

 

(13,748)

 

 

(10,688)

 

28.6

%

Total Net Sales

 

$

 206,050

 

$

173,715

 

18.6

%  

 

$

616,376

 

$

533,239

 

15.6

%

Note:  During 2017, certain customers were reclassified to a different market. Prior year information has been restated to reflect these changes.

Net sales attributable to the South reportable segment increased in the third quarter of 2017 compared to 2016 due to increased sales to all markets primarily due to the same factors previously discussed.  Acquired operations contributed $24.4 million and $1.8 million to our growth in sales to the retail and industrial market, respectively. 

Earnings from operations for the South reportable segment increased in the third quarter of 2017 by $0.3 million, or 3.4%, due to a increase in gross profit of $0.7 million offset by a $0.4 million increase in SG&A expenses.  Acquired operations contributed $0.6 million to our operating profits in the third quarter. 

Net sales attributable to the South reportable segment increased in the first nine months of 2017 compared to 2016 due to increased sales to all markets primarily due to the factors previously discussed.  Acquired operations contributed $59.9 million of sales growth to our retail market. 

Earnings from operations for the South reportable segment decreased in the first nine months of 2017 by $4.7 million, or 13.1%, due to a decrease in gross profit of $3.1 million and an increase of $1.6 million in SG&A expenses.  The decrease in gross profit was primarily due to the impact of the volatility in lumber prices.  Acquired operations contributed $2.0 million to our operating profits in the first nine months of 2017. 

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UNIVERSAL FOREST PRODUCTS, INC.

West

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

Net Sales

 

 

 

West Segment by Market

 

West Segment by Market

 

 

 

Three Months Ended

 

Nine Months Ended

 

(in thousands)

    

September 30,

    

September 24,

    

 

 

    

September 30,

    

September 24,

    

 

 

 

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

 

Retail

 

$

115,069

 

$

99,762

 

15.3

%  

 

$

347,270

 

$

298,723

 

16.3

%  

 

Industrial

 

 

145,132

 

 

126,836

 

14.4

%  

 

 

401,850

 

 

347,902

 

15.5

%  

 

Construction

 

 

123,026

 

 

113,488

 

8.4

%  

 

 

353,238

 

 

305,962

 

15.5

%  

 

Total Gross Sales

 

 

383,227

 

 

340,086

 

12.7

%  

 

 

1,102,358

 

 

952,587

 

15.7

%  

 

Sales Allowances

 

 

(4,513)

 

 

(4,105)

 

9.9

%  

 

 

(13,614)

 

 

(12,399)

 

9.8

%  

 

Total Net Sales

 

$

378,714

 

$

335,981

 

12.7

%  

 

$

1,088,744

 

$

940,188

 

15.8

%  

 

Note:  During 2017, certain customers were reclassified to a different market. Prior year information has been restated to reflect these changes.

Net sales attributable to the West reportable segment increased in the third quarter of 2017 compared to 2016 due to increases in sales to all markets primarily due to factors previously discussed. 

Earnings from operations for the West reportable segment increased in the third quarter of 2017 by $2.6 million, or 12.9%, compared to the same period in 2016 due2021. Permanent tax differences and credits have remained relatively consistent from 2021 to a $2.5 million increase in gross profit combined with a $0.1 million decrease in SG&A expenses. 

Net sales attributable to2022, which is the West reportable segmentprimary reason the rate increased in the first nine months of 2017 compared to 2016 due to an increase in sales to all markets due to the same factors previously discussed. only slightly.

Earnings from operations for the West reportable segment increased in the first nine months of 2017 by $7.1 million, or 12.2%, compared to the same period in 2016 due to a $10.8 million increase in gross profit, offset by a $3.7 million increase in SG&A expenses. 

All Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

Net Sales

 

 

 

 

All Other Segment by Market

 

All Other Segment by Market

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

(in thousands)

    

September 30,

    

September 24,

    

 

 

    

September 30,

    

September 24,

    

 

 

 

    

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

 

 

Retail

 

$

45,396

 

$

33,049

 

37.4

%

 

$

144,782

 

$

109,606

 

32.1

%

 

 

Industrial

 

 

114,792

 

 

15,907

 

621.6

%

 

 

264,364

 

 

41,000

 

544.8

%

 

 

Construction

 

 

331

 

 

 4

 

8,175.0

%

 

 

533

 

 

 4

 

13,225.0

%

 

 

Total Gross Sales

 

 

160,519

 

 

48,960

 

227.9

%

 

 

409,679

 

 

150,610

 

172.0

%

 

 

Sales Allowances & Other

 

 

919

 

 

853

 

7.7

%

 

 

2,434

 

 

(1,194)

 

(303.9)

%

 

 

Total Net Sales

 

$

161,438

 

$

49,813

 

224.1

%

 

$

412,113

 

$

149,416

 

175.8

%

 

 

Our All Other reportable segment consists of our Alternative Materials, International, idX, and certain other segments which are not significant.

Net sales attributable to All Other reportable segments increased in the third quarter of 2017 compared to 2016 due to increases in sales to the retail and industrial markets.  Our increase in sales to the industrial market was primarily due to an $89.3 million increase from businesses we acquired since September of 2016.

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UNIVERSAL FOREST PRODUCTS, INC.

Earnings from operations for All Other reportable segments increased during the third quarter of 2017 by $3.9 million, or 132.6%, compared to the same period of 2016.  During the third quarter of 2017, gross profit dollars increased $20.6 million, offset by an increase in SG&A expenses of $16.1 million compared to the same period of 2016.  Businesses we acquired contributed $3.7 million to our earnings from operations during the third quarter of 2017.

Net sales attributable to All Other reportable segments increased in the first nine months of 2017 compared to 2016 due to increases in sales to the retail and industrial markets.  Our increase in sales to the industrial market was primarily due to a $203.1 million increase from businesses we acquired since September of 2016.

Earnings from operations for All Other reportable segments increased during the first nine months of 2017 by $1.7 million, or 15.1%, compared to the same period of 2016.  During the first nine months of 2017, gross profit dollars increased $48.4 million, offset by an increase in SG&A expenses of $46.7 million compared to the same period of 2016.    Businesses we acquired since September of 2016 contributed $1.1 million to the earnings from operations increase in the first nine months of 2017. 

OFF-BALANCE SHEET TRANSACTIONS

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

LIQUIDITY AND CAPITAL RESOURCES

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

 

 

 

 

 

 

 

Nine Months Ended

    

September 30,

    

September 24,

 

2017

 

2016

Cash from operating activities

 

$

97,350

 

$

136,377

Six Months Ended

    

June 25,

    

June 26,

2022

2021

Cash from (used in) operating activities

$

90,397

$

(115,733)

Cash used in investing activities

 

 

(121,375)

 

 

(200,139)

 

(118,763)

 

(513,998)

Cash from (used in) financing activities

 

 

11,230

 

 

13,981

Cash (used in) from financing activities

 

(125,013)

 

237,926

Effect of exchange rate changes on cash

 

 

1,255

 

 

(969)

 

956

 

112

Net change in all cash and cash equivalents

 

 

(11,540)

 

 

(50,750)

 

(152,423)

 

(391,693)

Cash, cash equivalents, and restricted cash, beginning of period

 

 

34,489

 

 

88,342

 

291,223

 

436,608

Cash, cash equivalents, and restricted cash, end of period

 

$

22,949

 

$

37,592

$

138,800

$

44,915

In general, we fundedfund 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 due to our primary selling season which occurs during the period from March to August.September. Consequently, our working capital increases during our first and second quarters resultingwhich typically results in negative or modest cash flows from operations during those periods. Conversely, we typically experience a substantial decrease in working capital once we move beyond our peak selling season which typically results in significant cash flows from operations in our third and fourth quarters.

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UFP INDUSTRIES, INC.

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. As indicated in the table below, our cash cycle increased to 4951 days from 4448 days during the thirdsecond quarter and increased to 52 days from 47 in the first nine months of 20172022 compared to the prior periods, due to the impact ofyear period.

Three Months Ended

Six Months Ended

June 25,

June 26,

June 25,

June 26,

2022

2021

2022

2021

Days of sales outstanding

    

34

    

33

    

33

    

33

    

Days supply of inventory

 

35

 

33

 

38

 

35

Days payables outstanding

 

(18)

 

(18)

 

(19)

 

(19)

Days in cash cycle

 

51

 

48

 

52

 

49

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UNIVERSAL FOREST PRODUCTS, INC.

acquired operations which carry comparatively higher investmentsThe increase in inventory than our other operations.  Excluding acquired operations our cash cycle was 44 days in the thirdsecond quarter of 2017 and 472022 compared to the same period of 2021 was primarily due to a two day increase in our days supply of inventory as well as a one day increase in our receivables cycle. The increase in our cash cycle in the first ninesix months of 2017.2022 compared to the same period of 2021 was primarily due to a three day increase in our days supply of inventory. The increases in our days supply of inventory are generally due to carrying greater amounts of safety stock due to supply and transportation constraints.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 24,

 

September 30,

 

September 24,

 

 

 

2017

 

2016

 

2017

 

2016

 

Days of sales outstanding

    

 

31

    

 

31

    

 

31

    

 

31

    

Days supply of inventory

 

 

38

 

 

34

 

 

41

 

 

37

 

Days payables outstanding

 

 

(20)

 

 

(21)

 

 

(20)

 

 

(21)

 

Days in cash cycle

 

 

49

 

 

44

 

 

52

 

 

47

 

InOur cash flows from operations for the first ninesix months of 2017, our2022 increased to $90 million compared to $116 million of cash from operating activities was $97.3 million, which was comprisedused in operations during the first six months of 2021. This improvement in operational cash flows is due to net earnings of $90.9and non-cash expenses totaling $475 million, and $41.3compared to $328 million of non-cash expenses,last year, offset by a $34.9$385 million increase in cash invested innet working capital since the end of December 2016 duelast year, compared to the strong sales growth and higher lumber prices.  Comparatively, cash from operating activities was $136.4a $444 million increase in the first nine monthsprior year. Last year, our inventories increased more significantly from the beginning of 2016, which was comprised of net earnings of $83.3 million and $32.3 million of non-cash expenses, offset by a $20.8 million seasonal decrease in working capital sincethe year until the end of 2015.  The increase in working capital compared to the same period last year wasJune primarily due to significant increasesan increase in inventory and accounts receivable offset by increases in accounts payablelumber prices, which can be attributed to sales growth and higher lumber prices.remained elevated at the end of the second quarter.

Acquisitions and purchasesPurchases of property, plant, and equipment and acquisitions (refer to Note F for Business Combinations) comprised most of our cash used in investing activities during the first ninesix months of 20172022 and totaled $59.9$71.7 million and $57.2$39.3 million, respectively. Net purchases of investments totaled $6.9 million. Total proceeds from the sales of property, plant, and equipment were $2.0 million. Outstanding purchase commitments on existing capital projects totaled approximately $26.1$80.4 million on September 30, 2017. We currently planJune 25, 2022. Capital spending primarily consists of several projects to spend $70 million for the yearexpand capacity to manufacture new and value-added products, achieve efficiencies through automation, make improvements to a number of facilities, and increase our transportation capacity (tractors, trailers) in 2017 on capital expenditures.order to meet higher volumes and replace older rolling stock. We intend to fund capital expenditures and purchase commitments through our operating cash flows for the balance of the year. Comparatively,We currently plan to spend between $175 million to $225 million on capital expenditures were $35.7 million duringprojects for the first nine months of 2016.  The increase in our capital expenditures in 2017 is primarilyyear with variability due to uncertainty about supplier lead times. Notable areas of capital spending include projects to increase the additional requirementscapacity and efficiency of our recently acquired operationsplants that produce our Deckorators mineral-based composite and an increase inwood-plastic composite decking and our “expansionaryUFP Edge siding, pattern and efficiency” capital expenditures tied to initiatives including newtrim products, value-added productexpand the capacity expansion,of machine-built pallet and automation.  The salesite-built business units, and purchasetake advantage of investments totaling $12.2 million and $4.2 million, respectively, are due to investment activity in our captive insurance subsidiary.automation opportunities.

Cash flows from financing activities primarily consisted of net borrowingscash paid for repurchases of common stock of $90.8 million. We repurchased approximately 1.21 million shares of our common stock for $93.2 million for the year at an average share price of $77.06, of which $90.8 million was paid in cash and the remaining $2.4 million was accrued. The total number of remaining shares that may be repurchased under our revolving credit facility ofthe program is approximately $36.2 million, primarily to finance the $59.9 million of acquisitions we completed in1.4 million. Dividends paid during the first ninesix months of 2017.  Additionally,2022 include first quarter dividends of  $12.5 million ($0.20 per share) and second quarter dividends of $15.5 million ($0.25 per share). On July 20, 2022, the Board approved a quarterly dividend payment of $0.25 per share, payable on September 15, 2022, to shareholders of record on September 1, 2022. Net repayments of debt were approximately $2.9 million and distributions to noncontrolling interests were $2.1 million. We have debt maturities of $38.7 million due in December of this year which we intend to repay through operating cash flows and available cash balances.

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UFP INDUSTRIES, INC.

On June 25, 2022, we had $9.2 million in dividend payments and $13.0 million in payments for stock repurchases.

On September 30, 2017, we had $70.8$7.2 million outstanding on our $295$550 million revolving credit facility. The outstanding revolving credit facility, also includes letters of credit totalingand we had approximately $9.8 million on September 30, 2017; as a result, we have approximately $224.2$535.7 million in remaining availability on our revolver after considering $7.1 million in outstanding letters of credit. Additionally, we have $150 million in availability under a “shelf agreement” for long term debt with a current lender. 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 September 30, 2017.June 25, 2022.

At the end of the second quarter of 2022, we have approximately $1.2 billion in total liquidity, consisting of our net cash surplus and remaining availability under our revolving credit facility and a shelf agreement with certain lenders providing up to $500 million in borrowing capacity.

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

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UNIVERSAL FOREST PRODUCTS, INC.

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 31, 2016.25, 2021.

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.”)

Our international operations have exposure to foreign currency rate risks, primarily due to fluctuations in their local currency, which is their functional currency, compared to the U.S. dollar.Dollar. Additionally, certain of our operations enter into transactions that will be settled in a currency other than the U.S. Dollar. We have enteredmay enter into forward foreign exchange rate contracts in 2017 and may enter into further forward contracts in the future associated with mitigating theto mitigate foreign currency exchange risk. Historically, our hedge contracts are deemed immaterial to the financial statements, however any material hedge contract in the future will be disclosed.

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Table of Contents

UFP INDUSTRIES, 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 September 30, 2017June 25, 2022 (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 September 30, 2017,June 25, 2022, 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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Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

PART II. OTHER INFORMATION

Item 1A. Risk Factors.

None

None.

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

(a)

None.

(b)

None.

(c)

Issuer purchases of equity securities.

Fiscal Month

    

(a)

    

(b)

    

(c)

    

(d)

March 27 – April 30, 2022

 

755,558

 

77.40

 

755,558

 

1,803,958

May 1 – 28, 2022

 

363,659

77.54

 

363,659

 

1,440,299

May 29 – June 25, 2022

 

46,051

65.00

 

46,051

 

1,394,248

 

 

 

 

 

 

 

 

 

Fiscal Month

    

(a)

    

(b)

    

(c)

    

(d)

July 2 - August 5, 2017

 

2,800

 

84.01

 

 —

 

2,755,923

August 6 - September 2, 2017

 

34,900

 

80.40

 

 —

 

2,721,023

September 3 - September 30, 2017

 

 —

 

 —

 

 —

 

2,721,023


(a)

(a)

Total number of shares purchased.

(b)

(b)

Average price paid per share.

(c)

(c)

Total number of shares purchased as part of publicly announced plans or programs.

(d)

(d)

Maximum number of shares that may yet be purchased under the plans or programs.

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, 2011,2010, our Board authorized an additional 2 million shares to be repurchased under our share repurchase program. On February 15, 2022, our Board authorized an additional 1.5 million shares to be repurchased under our existing share repurchase program. The total number of remaining shares that may be repurchased under the program is approximately 2.81.4 million.

Item 5. Other Information.

None.

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UNIVERSAL FOREST PRODUCTS,UFP INDUSTRIES, 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.

(a)

Certificate of the Chief Executive Officer of Universal Forest Products,UFP Industries, 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,UFP Industries, 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,UFP Industries, 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,UFP Industries, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

101

Interactive Data File.File formatted in iXBRL (Inline eXtensible Business Reporting Language).

(INS)

XBRLiXBRL Instance Document.

(SCH)

XBRLiXBRL Schema Document.

(CAL)

XBRLiXBRL Taxonomy Extension Calculation Linkbase Document.

(LAB)

XBRLiXBRL Taxonomy Extension Label Linkbase Document.

(PRE)

XBRLiXBRL Taxonomy Extension Presentation Linkbase Document.

(DEF)

XBRLiXBRL Taxonomy Extension Definition Linkbase Document.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).


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UNIVERSAL FOREST PRODUCTS,UFP INDUSTRIES, 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.

UNIVERSAL FOREST PRODUCTS,UFP INDUSTRIES, INC.

Date: November 1, 2017August 3, 2022

By:

/s/ Matthew J. Missad

Matthew J. Missad,

Chief Executive Officer and Principal Executive Officer

Date: November 1, 2017August 3, 2022

By:

/s/ Michael R. Cole

Michael R. Cole,

Chief Financial Officer,

Principal Financial Officer and

Principal Accounting Officer

3137