Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 04, 2023 | Jun. 24, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity File Number | 0-22684 | ||
Entity Registrant Name | UFP INDUSTRIES, INC. | ||
Entity Incorporation, State or Country Code | MI | ||
Entity Tax Identification Number | 38-1465835 | ||
Entity Address, Address Line One | 2801 East Beltline, N.E. | ||
Entity Address, City or Town | Grand Rapids | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 49525 | ||
City Area Code | 616 | ||
Local Phone Number | 364-6161 | ||
Title of 12(b) Security | Common Stock, $1 par value | ||
Trading Symbol | UFPI | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 61,627,626 | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Firm ID | 34 | ||
Auditor Location | Grand Rapids, Michigan | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000912767 | ||
Amendment Flag | false | ||
Entity Public Float | $ 3,910,464,544 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 559,397 | $ 286,662 |
Restricted cash | 226 | 4,561 |
Investments | 36,013 | 36,495 |
Accounts receivable, net | 617,604 | 737,805 |
Inventories: | ||
Raw materials | 398,798 | 416,043 |
Finished goods | 574,429 | 547,277 |
Total inventories | 973,227 | 963,320 |
Refundable income taxes | 33,126 | 4,806 |
Other current assets | 42,520 | 39,827 |
TOTAL CURRENT ASSETS | 2,262,113 | 2,073,476 |
DEFERRED INCOME TAXES | 3,750 | 3,462 |
RESTRICTED INVESTMENTS | 19,898 | 19,310 |
RIGHT OF USE ASSETS | 107,517 | 96,703 |
OTHER ASSETS | 101,262 | 31,876 |
GOODWILL | 337,320 | 315,038 |
INDEFINITE-LIVED INTANGIBLE ASSETS | 7,339 | 7,369 |
OTHER INTANGIBLE ASSETS, NET | 143,892 | 109,017 |
PROPERTY, PLANT AND EQUIPMENT: | ||
Property, plant and equipment | 1,379,968 | 1,212,113 |
Less accumulated depreciation and amortization | (690,986) | (623,093) |
PROPERTY, PLANT AND EQUIPMENT, NET | 688,982 | 589,020 |
TOTAL ASSETS | 3,672,073 | 3,245,271 |
CURRENT LIABILITIES: | ||
Cash overdraft | 17,030 | |
Accounts payable | 206,941 | 319,125 |
Accrued liabilities: | ||
Compensation and benefits | 296,120 | 289,196 |
Other | 80,255 | 84,853 |
Current portion of lease liability | 25,577 | 23,155 |
Current portion of long-term debt | 2,942 | 42,683 |
TOTAL CURRENT LIABILITIES | 611,835 | 776,042 |
LONG-TERM DEBT | 275,154 | 277,567 |
LEASE LIABILITY | 85,419 | 76,632 |
DEFERRED INCOME TAXES | 51,265 | 60,964 |
OTHER LIABILITIES | 44,697 | 37,497 |
TOTAL LIABILITIES | 1,068,370 | 1,228,702 |
TEMPORARY EQUITY: | ||
Redeemable noncontrolling interest | 6,880 | 0 |
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 160,000,000; issued and outstanding, 61,618,193 and 61,901,851 | 61,618 | 61,902 |
Additional paid-in capital | 294,029 | 243,995 |
Retained earnings | 2,217,410 | 1,678,121 |
Accumulated other comprehensive loss | (9,075) | (5,405) |
Total controlling interest shareholders' equity | 2,563,982 | 1,978,613 |
Noncontrolling interest | 32,841 | 37,956 |
TOTAL SHAREHOLDERS' EQUITY | 2,596,823 | 2,016,569 |
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY | $ 3,672,073 | $ 3,245,271 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 25, 2021 |
SHAREHOLDERS' EQUITY: | ||
Preferred stock, no par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 160,000,000 | 160,000,000 |
Common stock, shares issued (in shares) | 61,618,193 | 61,901,851 |
Common stock, shares outstanding (in shares) | 61,618,193 | 61,901,851 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
NET SALES | $ 9,626,739 | $ 8,636,134 | $ 5,153,998 |
COST OF GOODS SOLD | 7,837,278 | 7,229,167 | 4,353,702 |
GROSS PROFIT | 1,789,461 | 1,406,967 | 800,296 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 832,079 | 682,253 | 444,596 |
OTHER LOSS (GAINS), NET | 7,198 | (12,840) | 9,874 |
EARNINGS FROM OPERATIONS | 950,184 | 737,554 | 345,826 |
INTEREST EXPENSE | 13,910 | 13,814 | 9,311 |
INTEREST AND INVESTMENT INCOME | (725) | (6,498) | (4,468) |
EQUITY IN LOSS OF INVESTEE | 2,183 | 3,902 | |
NON-OPERATING EXPENSE | 15,368 | 11,218 | 4,843 |
EARNINGS BEFORE INCOME TAXES | 934,816 | 726,336 | 340,983 |
INCOME TAXES | 229,852 | 173,972 | 87,101 |
NET EARNINGS | 704,964 | 552,364 | 253,882 |
LESS NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST | (12,313) | (16,724) | (7,104) |
NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST | $ 692,651 | $ 535,640 | $ 246,778 |
EARNINGS PER SHARE - BASIC (USD per share) | $ 11.05 | $ 8.61 | $ 4 |
EARNINGS PER SHARE - DILUTED (USD per share) | $ 10.97 | $ 8.59 | $ 4 |
OTHER COMPREHENSIVE INCOME: | |||
NET EARNINGS | $ 704,964 | $ 552,364 | $ 253,882 |
OTHER COMPREHENSIVE LOSS | (2,498) | (5,296) | 5,967 |
COMPREHENSIVE INCOME | 702,466 | 547,068 | 259,849 |
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | (13,485) | (15,039) | (9,976) |
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST | $ 688,981 | $ 532,029 | $ 249,873 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Earnings | Noncontrolling Interest | Total |
Beginning balance at Dec. 28, 2019 | $ 61,409 | $ 192,173 | $ 995,022 | $ (4,889) | $ 14,018 | $ 1,257,733 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net earnings | 246,778 | 7,104 | 253,882 | |||
Foreign currency translation adjustment | 1,373 | 2,872 | 4,245 | |||
Unrealized loss on investment & foreign currency | 1,722 | 1,722 | ||||
Distributions to NCI | (933) | (933) | ||||
Redeemable NCI | 130 | (225) | (95) | |||
Cash dividends | (30,669) | (30,669) | ||||
Issuance of shares under employee stock purchase plan | 35 | 1,360 | 1,395 | |||
Net issuance (forfeitures) of shares under stock grant programs | 390 | 12,140 | 5 | 12,535 | ||
Issuance of shares under deferred compensation plans | 128 | (128) | ||||
Repurchase of shares | (756) | (28,456) | (29,212) | |||
Expense associated with share-based compensation arrangements | 3,905 | 3,905 | ||||
Accrued expense under deferred compensation plans | 8,644 | 8,644 | ||||
Ending balance at Dec. 26, 2020 | 61,206 | 218,224 | 1,182,680 | (1,794) | 22,836 | 1,483,152 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net earnings | 535,640 | 16,724 | 552,364 | |||
Foreign currency translation adjustment | (2,584) | (1,685) | (4,269) | |||
Unrealized gain (loss) on debt securities | (1,027) | (1,027) | ||||
Distributions to NCI | (6,750) | (6,750) | ||||
NCI related to business combinations | 6,831 | 6,831 | ||||
Cash dividends | (40,209) | (40,209) | ||||
Issuance of shares under employee stock purchase plan | 33 | 2,083 | 2,116 | |||
Net issuance (forfeitures) of shares under stock grant programs | 546 | 3,506 | 10 | 4,062 | ||
Issuance of shares under deferred compensation plans | 117 | (117) | ||||
Expense associated with share-based compensation arrangements | 11,071 | 11,071 | ||||
Accrued expense under deferred compensation plans | 9,228 | 9,228 | ||||
Ending balance at Dec. 25, 2021 | 61,902 | 243,995 | 1,678,121 | (5,405) | 37,956 | 2,016,569 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net earnings | 692,651 | 12,210 | 704,861 | |||
Foreign currency translation adjustment | (1,841) | 1,802 | (39) | |||
Unrealized gain on investments and other | (1,829) | (1,829) | ||||
Distributions to NCI | (12,024) | (12,024) | ||||
Contributions to NCI | 538 | 538 | ||||
Redeemable NCI | (7,641) | (7,641) | ||||
Cash dividends | (58,860) | (58,860) | ||||
Issuance of shares under employee stock purchase plan | 44 | 2,725 | 2,769 | |||
Net issuance (forfeitures) of shares under stock grant programs | 806 | 9,919 | 25 | 10,750 | ||
Issuance of shares under deferred compensation plans | 113 | (113) | ||||
Repurchase of shares | (1,247) | (94,527) | (95,774) | |||
Expense associated with share-based compensation arrangements | 27,987 | 27,987 | ||||
Accrued expense under deferred compensation plans | 9,516 | 9,516 | ||||
Ending balance at Dec. 31, 2022 | $ 61,618 | $ 294,029 | $ 2,217,410 | $ (9,075) | $ 32,841 | $ 2,596,823 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Temporary equity) - 12 months ended Dec. 31, 2022 $ in Thousands | USD ($) |
Beginning balance at Dec. 25, 2021 | $ 0 |
Increase (Decrease) in Temporary Equity | |
Net earnings | 103 |
Foreign currency translation adjustment | (630) |
NCI related to business combinations | (234) |
Redeemable NCI | 7,641 |
Ending balance at Dec. 31, 2022 | $ 6,880 |
CONSOLIDATED STATEMENTS OF SH_3
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Increase (Decrease) in Stockholders' Equity | |||
Cash dividends per share (USD per share) | $ 0.95 | $ 0.65 | $ 0.50 |
Net issuance of shares under employee stock plans (in shares) | 44,012 | 33,104 | 35,133 |
Net issuance (forfeiture) of shares under stock grant programs (in shares) | 805,562 | 546,235 | 390,720 |
Issuance of shares under deferred compensation plans (in shares) | 113,384 | 116,732 | 127,735 |
Repurchase of shares (in shares) | 1,246,616 | 0 | 756,397 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net earnings | $ 704,964 | $ 552,364 | $ 253,882 |
Adjustments to reconcile net earnings to net cash from operating activities: | |||
Depreciation | 94,063 | 84,184 | 63,964 |
Amortization of intangibles | 19,499 | 13,948 | 8,716 |
Expense associated with share-based and grant compensation arrangements | 28,156 | 11,224 | 4,034 |
Deferred income taxes (credit) | (16,289) | 5,653 | 1,857 |
Unrealized loss (gain) on investments and other | 5,768 | (4,118) | (2,076) |
Equity in loss of investee | 2,183 | 3,902 | |
Net loss (gain) on sale and disposition of assets | 1,285 | (11,992) | 1,470 |
Impairment of goodwill and other intangibles | 4,261 | 11,485 | |
Gain from reduction of estimated earnout liability | (4,134) | ||
Changes in: | |||
Accounts receivable | 130,704 | (85,439) | (87,552) |
Inventories | 718 | (260,301) | (76,022) |
Accounts payable and cash overdraft | (137,907) | 78,060 | 62,405 |
Accrued liabilities and other | (5,838) | 124,992 | 98,448 |
NET CASH FROM OPERATING ACTIVITIES | 831,567 | 512,477 | 336,477 |
CASH FLOWS USED IN INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | (174,124) | (151,166) | (89,182) |
Proceeds from sale of property, plant and equipment | 3,805 | 29,973 | 2,922 |
Acquisitions, net of cash received and purchase of equity method investment | (180,151) | (475,960) | (65,255) |
Purchases of investments | (19,875) | (23,797) | (28,054) |
Proceeds from sale of investments | 12,874 | 14,882 | 24,805 |
Other | 3,535 | (5,119) | 46 |
NET CASH USED IN INVESTING ACTIVITIES | (353,936) | (611,187) | (154,718) |
CASH FLOWS USED IN FINANCING ACTIVITIES: | |||
Borrowings under revolving credit facilities | 605,101 | 892,072 | 6,862 |
Repayments under revolving credit facilities | (607,549) | (888,695) | (6,498) |
Repayments of debt | (38,719) | ||
Contingent consideration payments and other | (2,856) | (3,176) | (5,787) |
Issuance of long-term debt | 150,000 | ||
Proceeds from issuance of common stock | 2,769 | 2,116 | 1,395 |
Dividends paid to shareholders | (58,860) | (40,209) | (30,669) |
Distributions to noncontrolling interest | (12,024) | (6,750) | (932) |
Repurchase of common stock | (95,774) | (29,212) | |
Other | (2,298) | (364) | 62 |
NET CASH USED IN FINANCING ACTIVITIES | (210,210) | (45,006) | 85,221 |
Effect of exchange rate changes on cash | 979 | (1,669) | 962 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 268,400 | (145,385) | 267,942 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR | 291,223 | 436,608 | 168,666 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | $ 559,623 | $ 291,223 | $ 436,608 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 |
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH: | |||
Cash and cash equivalents, beginning of period | $ 286,662 | $ 436,507 | $ 168,336 |
Restricted cash, beginning of period | 4,561 | 101 | 330 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR | 291,223 | 436,608 | 168,666 |
Cash and cash equivalents, end of period | 559,397 | 286,662 | 436,507 |
Restricted cash, end of period | 226 | 4,561 | 101 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | $ 559,623 | $ 291,223 | $ 436,608 |
CONSOLIDATED STATEMENTS OF CA_3
CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL AND NON-CASH FINANCING ACTIVITIES (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
SUPPLEMENTAL INFORMATION: | |||
Interest paid | $ 13,953 | $ 14,077 | $ 7,204 |
Income taxes paid | 274,616 | 167,043 | 77,964 |
NON-CASH INVESTING ACTIVITIES | |||
Capital expenditures included in accounts payable | 3,185 | 3,256 | |
NON-CASH FINANCING ACTIVITIES: | |||
Common stock issued under deferred compensation plans | $ 9,282 | $ 7,487 | $ 6,870 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES OPERATIONS We are a holding company whose subsidiaries supply products primarily manufactured from wood, wood and non-wood composites, metals, and other materials to three markets: retail, construction and packaging. Founded in 1955, we are headquartered in Grand Rapids, Michigan, with affiliates throughout North America, Europe, Asia and Australia. PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements, have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (the "SEC"), represent our assets and liabilities and operating results. The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and partnerships. All significant intercompany balances and transactions have been eliminated in consolidation. We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary. The primary beneficiary of a VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The primary beneficiary is required to consolidate the VIE. We account for unconsolidated VIEs using the equity method of accounting. NONCONTROLLING INTEREST IN SUBSIDIARIES Noncontrolling interest in results of operations of consolidated subsidiaries represents the noncontrolling shareholders’ share of the income or loss of various consolidated subsidiaries. The noncontrolling interest reflects the original investment by these noncontrolling shareholders combined with their proportional share of the earnings or losses of these subsidiaries, net of distributions paid. FISCAL YEAR Our fiscal year is a 52 or 53 week period, ending on the last Saturday of December. Unless otherwise stated, references to 2022, 2021, and 2020 relate to the fiscal years ended December 31, 2022, December 25, 2021, and December 26, 2020, respectively. Fiscal year 2022 was comprised of 53 weeks and fiscal years 2021 and 2020 were comprised of 52 weeks. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS We follow ASC Topic 820, Fair Value Measurements and Disclosures ● Level 1 — Financial instruments with unadjusted, quoted prices listed on active market exchanges. ● Level 2 — Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. Financial instrument values are determined using prices for recently traded financial instruments with similar underlying terms and direct or indirect observational inputs, such as interest rates and yield curves at commonly quoted intervals. ● Level 3 — Financial instruments not actively traded on a market exchange and there is little, if any, market activity. Values are determined using significant unobservable inputs or valuation techniques. Our investment portfolio includes restricted investments within our wholly-owned subsidiary, Ardellis Insurance Ltd. There are $19.9 million of restricted investments recorded as of December 31, 2022. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash and highly liquid investments purchased with an original maturity of three months or less. INVESTMENTS Investments are deemed to be "available for sale" and are, accordingly, carried at fair value being the quoted market value. ACCOUNTS RECEIVABLE AND ALLOWANCES We perform periodic credit evaluations of our customers and generally do not require collateral. Accounts receivable are due under a range of terms we offer to our customers. Discounts are offered, in most instances, as an incentive for early payment. We base our allowances related to receivables on historical credit and collections experience, reasonable and supportable forecasts, and the specific identification of other potential problems, including the general economic climate. Actual collections can differ, requiring adjustments to the allowances. Individual accounts receivable balances are evaluated on a monthly basis, and those balances considered uncollectible are charged to the allowance. The following table presents the activity in our accounts receivable allowances (in thousands): Additions Charged to Beginning Costs and Ending Balance Expenses Deductions* Balance Year Ended December 31, 2022: Allowance for possible losses on accounts receivable $ 5,085 $ 79,862 $ (73,220) $ 11,727 Year Ended December 25, 2021: Allowance for possible losses on accounts receivable $ 4,629 $ 66,883 $ (66,427) $ 5,085 Year Ended December 26, 2020: Allowance for possible losses on accounts receivable $ 4,440 $ 48,954 $ (48,765) $ 4,629 * Includes accounts charged off, discounts given to customers and actual customer returns and allowances. We record estimated sales returns, discounts, and other applicable adjustments as a reduction of net sales in the same period revenue is recognized. Accounts receivable retainage amounts related to long term construction contracts totaled $8.0 million and $7.8 million as of December 31, 2022 and December 25, 2021, respectively. All amounts are expected to be collected within 18 months. Concentration of accounts receivable related to our two largest customers totaled $131.0 million and $87.6 million as of December 31, 2022 and December 25, 2021, respectively. 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 and will be applied prospectively to all business combinations occurring after this date. 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 and is determined using the weighted average cost method. 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 have inventory on consignment at customer locations valued at $27.9 million as of December 31, 2022 and $37.8 million as of December 25, 2021. We write down the value of inventory, the impact of which is reflected in cost of goods sold in the 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. There was no lower of cost or net realizable value adjustment to inventory as of December 31, 2022 and December 25, 2021. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment are stated at cost. Expenditures for renewals and betterments are capitalized, and maintenance and repairs are expensed as incurred. The components of property, plant and equipment as of December 31, 2022 and and December 25, 2021 were as follows: Year Ended December 31, December 25, 2022 2021 Land and improvements $ 171,729 $ 163,289 Building and improvements 355,228 329,698 Machinery and equipment 708,095 632,864 Furniture and fixtures 23,186 24,063 Construction in progress 121,730 62,199 Total Property, Plant and Equipment, Gross $ 1,379,968 $ 1,212,113 Amortization of assets held under finance leases is included in depreciation and amortized over the shorter of the estimated useful life of the asset or the lease term. Depreciation is computed principally by the straight-line method over the estimated useful lives of the assets as follows: Land improvements 5 to 15 years Buildings and improvements 10 to 32 years Machinery, equipment and office furniture 2 to 20 years LONG-LIVED ASSETS In accordance with ASC 360, Property, Plant, and Equipment GOODWILL Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets of acquired businesses. Goodwill and intangible assets deemed to have indefinite lives are not amortized and are subject to impairment tests at least annually in accordance with ASC 350, Intangibles-Goodwill and Other. We review the carrying amounts of goodwill and other non-amortizable intangibles by reporting unit to determine if such assets may be impaired. As of the date of the most recent goodwill impairment test, which utilized data and assumptions as of September 24, 2022, it was determined that the carrying value of the Italian reporting unit exceeded its fair value and we recorded a non-cash goodwill impairment charge of $2.5 million as of December 31, 2022, which represented the entire amount of the goodwill recorded within the reporting unit. For the remaining reporting units, the fair values exceed the carrying values and there were no indicators for impairment. In the fourth quarter of 2020, we recorded a non-cash goodwill impairment charge of $11.5 million related to the commercial reporting unit within our construction segment. We believe we have sufficient available information, both current and historical, to support our assumptions, judgments and estimates used in the goodwill impairment test. Our annual testing date for evaluating goodwill and indefinite-lived intangible asset impairment is the first day of our fourth fiscal quarter for all reporting units. Additionally, we review various triggering events throughout the year to determine whether a mid-year impairment analysis is required. FOREIGN CURRENCY Our foreign operations use the local currency as their functional currency. Accordingly, assets and liabilities are translated at exchange rates as of the balance sheet date and revenues and expenses are translated using weighted average rates, with translation adjustments included as a separate component of shareholders’ equity. Gains and losses arising from re-measuring foreign currency transactions are included in earnings. INSURANCE RESERVES Our wholly-owned insurance company, Ardellis Insurance Ltd.(“Ardellis”), was incorporated on April 21, 2001 under the laws of Bermuda and is licensed as a Class 3A insurer under the Insurance Act 1978 of Bermuda. On April 14, 2017 the U.S. Branch of Ardellis Insurance Ltd. was granted its Certificate of Authority to transact property and casualty insurance lines as an admitted carrier in the State of Michigan. We are primarily self-insured for certain employee health benefits, and have self-funded retentions for general liability, automobile liability, property and workers’ compensation. We are fully self-insured for environmental liabilities. The general liability, automobile liability, property, workers’ compensation, and certain environmental liabilities are managed through Ardellis; the related assets and liabilities of which are included in the consolidated financial statements as of December 31, 2022 and December 25, 2021. Our policy is to accrue amounts equal to actuarially determined or internally computed liabilities. The actuarial and internal valuations are based on historical information along with certain assumptions about future events. Changes in assumptions for such matters as legal actions, medical cost trends, and changes in claims experience could cause these estimates to change in the future. In addition to providing coverage for the Company, Ardellis provides Excess Loss Insurance (primarily medical and prescription drug) and Excess General Liability and Property Insurance to certain third parties. As of December 31, 2022, Ardellis had 70 such contracts in place. Reserves associated with these contracts were $5.0 million at December 31, 2022, and $7.1 million at December 25, 2021, and are accrued based on third party actuarial valuations of the expected future liabilities. INCOME TAXES Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred income tax assets to the amounts expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred income tax assets and liabilities. REVENUE RECOGNITION Within the three primary segments (Retail, Packaging, 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 when this performance obligation is 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. Certain customer products that we provide require installation by the Company or a third party. Installation revenue is recognized upon completion. If we use a third party for installation, the party will act as an agent to us until completion of the installation. 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 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 over time accounting, under either cost to cost or units of delivery methods, depending on the nature of the business at individual operations, which is in accordance with ASC 606 as revenue is recognized when certain performance obligations are performed. Under over time accounting using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred related to the total estimated costs. Under over time accounting using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced related to the total number of units. Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for such revisions becomes known. Projected losses on individual contracts are charged to operations in their entirety when such losses become apparent. Our construction contracts are generally entered into with a fixed price and completion of the projects can range from 6 The following table presents our net sales disaggregated by revenue source (in thousands): Year Ended December 31, December 25, December 26, 2022 vs. 2021 2021 vs. 2020 2022 2021 2020 % Change % Change Point in Time Revenue $ 9,442,794 $ 8,512,012 $ 5,025,895 10.9% 69.4% Over Time Revenue 183,945 124,122 128,103 48.2% (3.1)% Total Net Sales $ 9,626,739 $ 8,636,134 $ 5,153,998 11.5% 67.6% 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 over time accounting accounts on December 31, 2022 and December 25, 2021 which are included in “Other current assets” and “Accrued liabilities: Other”, respectively (in thousands): December 31, December 25, 2022 2021 Cost and Earnings in Excess of Billings $ 6,798 $ 5,602 Billings in Excess of Cost and Earnings 10,184 10,744 SHIPPING AND HANDLING OF PRODUCT Shipping and handling costs that are charged to and reimbursed by the customer are recognized as revenue. Costs incurred related to the shipment and handling of products are classified in cost of goods sold. SHARE-BASED COMPENSATION We account for share-based awards in accordance with ASC Topic 718, Compensation – Stock Compensation EARNINGS PER SHARE Earnings per share (“EPS”) is computed using the two-class method. The two-class method determines EPS for each class of common stock and participating securities according to dividends and their respective participation rights in undistributed earnings. Participating securities include non-vested shares of restricted stock in which the participants have non-forfeitable rights to dividends during the performance period. EPS, basic and diluted, is calculated by dividing net earnings attributable to controlling interest, net of applicable taxes, by the weighted average number of shares of common stock outstanding for the period. The computation of EPS is as follows (in thousands): December 31, December 25, December 26, 2022 2021 2020 Numerator: Net earnings attributable to controlling interest $ 692,651 $ 535,640 $ 246,778 Adjustment for earnings allocated to non-vested restricted common stock (27,488) (17,342) (6,903) Net earnings for calculating EPS $ 665,163 $ 518,298 $ 239,875 Denominator: Weighted average shares outstanding 62,667 62,209 61,632 Adjustment for non-vested restricted common stock (2,487) (2,014) (1,724) Shares for calculating basic EPS 60,180 60,195 59,908 Effect of dilutive restricted common stock 473 159 20 Shares for calculating diluted EPS 60,653 60,354 59,928 Net earnings per share: Basic $ 11.05 $ 8.61 $ 4.00 Diluted $ 10.97 $ 8.59 $ 4.00 USE OF ACCOUNTING ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. We believe our estimates to be reasonable; however, actual results could differ from these estimates. |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE | B. FAIR VALUE We apply the provisions of ASC 820, Fair Value Measurements and Disclosures, December 31, 2022 December 25, 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 $ 390,219 $ 1,286 $ — $ 391,505 $ 19 $ 9,392 $ — $ 9,411 Fixed income funds 2,594 16,692 — 19,286 1,668 16,910 — 18,578 Treasury securities 343 — — 343 342 — — 342 Equity securities 17,337 — — 17,337 20,163 — — 20,163 Alternative investments — — 4,102 4,102 — — 3,785 3,785 Mutual funds: Domestic stock funds 13,067 — — 13,067 10,910 — — 10,910 International stock funds 1,414 — — 1,414 1,687 — — 1,687 Target funds 8 — — 8 23 — — 23 Bond funds 130 — — 130 146 — — 146 Alternative funds 474 — — 474 483 — — 483 Total mutual funds 15,093 — — 15,093 13,249 — — 13,249 Total $ 425,586 $ 17,978 $ 4,102 $ 447,666 $ 35,441 $ 26,302 $ 3,785 $ 65,528 From the assets measured at fair value as of December 31, 2022, listed in the table above, $391.2 million of money market funds are held in Cash and Cash Equivalents, $36.1 million of mutual funds, equity securities, and alternative investments are held in Investments, $0.5 million of money market and mutual funds are held in Other Assets for our deferred compensation plan, and $19.6 million of fixed income funds and $0.3 million of money market funds are held in Restricted Investments. We maintain money market, mutual funds, bonds, and/or equity securities in our non-qualified deferred compensation plan, our wholly owned licensed captive insurance company, and assets held in financial institutions. These funds are valued at prices quoted in an active exchange market and are included in "Cash and Cash Equivalents", "Investments", "Other Assets", and “Restricted Investments.” We have elected not to apply the fair value option under ASC 825, Financial Instruments, During 2018, we purchased a private real estate income trust which is valued as a Level 3 asset and is categorized as an “Alternative Investment.” In accordance with our investment policy, our wholly-owned company, Ardellis Insurance Ltd. ("Ardellis"), maintains an investment portfolio, totaling $55.6 million and 55.4 million as of December 31, 2022 and December 25, 2021, respectively, which has been included in the aforementioned table of total investments. This portfolio consists of domestic and international equity securities, alternative investments, and fixed income bonds. Ardellis’ available for sale investment portfolio, including funds held with the State of Michigan, consists of the following (in thousands): December 31, 2022 December 25, 2021 Unrealized Unrealized Cost Gain (Loss) Fair Value Cost Gain Fair Value Fixed Income $ 21,399 $ (2,113) $ 19,286 $ 18,169 $ 409 $ 18,578 Treasury Securities 343 — 343 342 — 342 Equity 15,762 1,575 17,337 15,196 4,967 20,163 Mutual Funds 13,430 1,144 14,574 9,222 3,325 12,547 Alternative Investments 3,105 997 4,102 3,003 782 3,785 Total $ 54,039 $ 1,603 $ 55,642 $ 45,932 $ 9,483 $ 55,415 Our fixed income investments consist of a blend of US Government and Agency bonds and investment grade corporate 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 unrealized gain was $1.6 million for the year ended December 31, 2022. Carrying amounts above are recorded in the investments and restricted investments line items within the balance sheet as of December 31, 2022 and December 25, 2021. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS COMBINATIONS | C. BUSINESS COMBINATIONS We completed the following business combinations in fiscal 2022 and 2021, which were accounted for using the purchase or equity method (in thousands). Net Company Acquisition Intangible Tangible Operating Name Date Purchase Price Assets Assets Segment December 6, 2022 $71,009 cash paid for 100% asset purchase $ 48,812 $ 22,197 Packaging Titan Corrugated, Inc. (Titan) and All Boxed Up, LLC Located in Flower Mound, TX and founded in 2003, Titan’s primary products include boxes used in moving and storage, jumbo boxes for industrial products, corrugated shipping containers, and point-of-purchase displays. All Boxed Up distributes common box sizes manufactured by Titan throughout the United States. The combined companies had trailing 12-month sales through October 2022 of approximately $46.5 million. June 27, 2022 $69,791 cash paid for equity method investment $ 34,552 $ 35,239 Packaging Dempsey Wood Products, Inc. (Dempsey) Located in Orangeburg, South Carolina and founded in 1988, Dempsey is a sawmill which produces products such as kiln dried finished lumber, industrial lumber, green cut stock lumber, pine chips and shavings, landscaping mulch, and sawdust. The Company had sales of approximately $69 million in 2021. May 9, 2022 $15,398 $ 4,821 $ 10,577 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 $ 20,390 $ 5,667 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 $23,154 $ 13,817 $ 9,337 Packaging 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. Net Company Acquisition Intangible Tangible Operating Name Date Purchase Price Assets Assets Segment November 22, 2021 $10,831 $ 12,686 $ (1,855) 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 $ 6,963 $ (979) 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). September 27, 2021 $6,443 $ 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. April 29, 2021 $10,129 $ 7,099 $ 3,030 Construction Endurable Building Products, LLC (Endurable) Based near Minneapolis, Minnesota, Endurable is a leading manufacturer of customized structural aluminum systems and products for exterior purposes, such as deck framing, balconies, sunshades, railings and stairs. The company’s trademarked alumiLAST aluminum deck and balcony systems are known for their low-maintenance design and ease of installation. Endurable serves general contractors in the multifamily market throughout the U.S. and had sales of approximately $15 million in 2020. April 19, 2021 $8,549 $ 1,526 $ 7,023 Retail Walnut Hollow Farm, Inc. Walnut Hollow Farm, located in Wisconsin, is engaged in the business of designing, manufacturing, selling, and distributing wood products, tools, and accessories for the craft and hobby, outdoor sportsman art, personalized home décor, and hardware categories, with sales of approximately $11.6 million in 2020. Net Company Acquisition Intangible Tangible Operating Name Date Purchase Price Assets Assets Segment April 12, 2021 $153,462 $ — $ 153,462 Retail Spartanburg Forest Products, Inc. Headquartered in Greer, South Carolina, Spartanburg Forest Products and its affiliates are a premier wood treating operation in the U.S., with approximately 150 employees and operations in five states. Its affiliates include Appalachian Forest Products, Innovative Design Industries, Blue Ridge Wood Preserving, Blue Ridge Wood Products, and Tidewater Wood Products and had combined sales of approximately $543.0 million in 2020. March 1, 2021 $5,511 $ 5,469 $ 42 Other J.C. Gilmore Pty Ltd (Gilmores) Founded in 1988 and operating from its distribution facility in Port Melbourne, Australia, Gilmores is a leading distributor in the industrial and construction industries of packaging tapes, stretch films, packaging equipment, strapping, construction protection products and other items, with 2020 sales of $15 million AUD ($10 million USD). December 28, 2020 $259,011 $ 79,917 $ 179,094 Retail/Packaging PalletOne, Inc. (PalletOne) Based in Bartow, Florida, PalletOne is a leading manufacturer of new pallets in the U.S., with 17 pallet manufacturing facilities in the southern and eastern regions of the country. The company also supplies other specialized industrial packaging, including custom bins and crates, and its Sunbelt Forest Products (Sunbelt) subsidiary operates five pressure-treating facilities in the Southeastern U.S. PalletOne and its affiliates had 2020 sales of The intangible assets for each acquisition were finalized and allocated to their respective identifiable intangible asset and goodwill accounts during 2022, except for the acquisitions of All Boxed Up, Titan and Cedar Poly. In aggregate, acquisitions made during 2022 and 2021, contributed approximately $1.5 billion in net sales and $67.0 million in operating profit during 2022. The amounts assigned to major intangible classes for the business combinations mentioned above are as follows (in thousands): Non- Intangibles - Compete Customer Tax Agreements Patents Relationships Tradename Goodwill Deductible All Boxed Up $ — $ — $ 980 * $ — $ 934 * $ 1,914 Titan — — 23,970 * — 22,928 * 46,898 Cedar Poly — — 2,401 * — 2,420 * 4,821 Ultra — — 6,820 5,020 8,550 20,390 Advantage 310 — 5,100 420 7,987 13,817 Ficus 2,784 — 4,931 1,718 3,253 12,686 Boxpack 821 — 4,011 — 2,131 6,963 Shelter 30 — 2,200 190 1,619 4,039 Endurable — — 4,080 1,210 1,809 7,099 Walnut Hollow — — 410 560 556 1,526 Gilmores 1,631 — — — 3,838 5,469 PalletOne — — 18,089 17,450 44,378 79,917 *(estimate) As a result of the investment in Dempsey on June 27, 2022, we own 50% of the issued equity of the Company, and the remaining 50% of the issued equity is owned by the previous owners (“Sellers”). The investment in Dempsey is an unconsolidated variable interest entity and we have accounted for it using the equity method of accounting because we do not have a controlling financial interest in the entity. Per the contracts, the Sellers have a put right to sell their equity interest to us for $50 million and we have a call right to purchase the Seller’s equity interest for $70 million, which are both first exercisable in June 2025 and expire in June 2030. As of December 31, 2022, the carrying value of our investment in Dempsey is $67.4 million and is recorded in Other Assets. Our maximum exposure to loss consists of our investment amount and any contingent loss that may occur in the future as a result of a change in the fair value of Dempsey relative to the strike price of the put option. The business combinations mentioned above were not significant to our operating results individually or in aggregate, and thus pro forma results for 2022 and 2021 are not presented. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | D. GOODWILL AND OTHER INTANGIBLE ASSETS As described in Note M — Segment Reporting, our segment structure is based upon the markets we serve and goodwill has been allocated to the segments using a relative fair value approach. The changes in the net carrying amount of goodwill by reporting segment for the years ended December 31, 2022 and December 25, 2021, are as follows (in thousands): Retail Packaging Construction All Other Corporate Total Balance as of December 26, 2020 $ 61,943 $ 87,827 $ 90,729 $ 11,694 $ — $ 252,193 2021 Acquisitions 13,115 43,006 4,502 13,880 — 74,503 2021 Purchase Accounting Adjustments (1,682) (2,292) (6,228) (478) — (10,680) Foreign Exchange, Net — — (3) (975) — (978) Balance as of December 25, 2021 $ 73,376 $ 128,541 $ 89,000 $ 24,121 $ — $ 315,038 2022 Acquisitions 10,971 23,862 — — — 34,833 2022 Purchase Accounting Adjustments 293 (3,494) (1,074) (4,766) — (9,041) 2022 Impairments (2,480) — (2,480) Foreign Exchange, Net — — (256) (774) — (1,030) Balance as of December 31, 2022 $ 84,640 $ 148,909 $ 87,670 $ 16,101 $ — $ 337,320 As of the date of the most recent goodwill impairment test, which utilized data and assumptions as of September 24, 2022, all reporting units had fair values that were substantially in excess of their carrying values, except for the Italian reporting unit. It was determined that the carrying value of the Italian reporting unit exceeded its fair value and we recorded a non-cash goodwill impairment charge of $2.5 million as of December 31, 2022, which represented the entire amount of the goodwill recorded within the reporting unit. During 2020, we experienced significantly lower than expected operating results within our commercial reporting unit, which is within the Construction segment. It was determined that the carrying value of the reporting unit exceeded its fair value and we recorded a non-cash goodwill impairment charge of $11.5 million as of December 26, 2020, which represented the entire amount of the goodwill recorded within the reporting unit, as a result. Indefinite-lived intangible assets totaled $7.3 million as of December 31, 2022 and $7.4 million December 25, 2021 related to the commercial unit within the construction segment, the international unit within the all other segment, and the Deckorators unit within the retail segment. The following amounts were included in other amortizable intangible assets, net as of December 31, 2022 and December 25, 2021 (in thousands): 2022 2021 Accumulated Accumulated Assets Amortization Net Value Assets Amortization Net Value Non-compete agreements $ 12,577 $ (7,109) $ 5,468 $ 8,490 $ (4,160) $ 4,330 Customer relationships and other 141,712 (35,521) 106,191 101,158 (25,012) 76,146 Licensing agreements 4,589 (4,589) — 4,589 (4,589) — Patents 1,976 (1,104) 872 3,221 (1,137) 2,084 Tradename 38,826 (8,393) 30,433 30,392 (4,599) 25,793 Software 1,788 (860) 928 959 (295) 664 Total $ 201,468 $ (57,576) $ 143,892 $ 148,809 $ (39,792) $ 109,017 Amortization is computed principally by the straight-line method over the estimated useful lives of the intangible assets as follows: Weighted Average Intangible Asset Type Estimated Useful Life Amortization Period Non-compete agreements 2 to 15 years 6.5 years Customer relationships and other 5 to 15 years 10 years Licensing agreements 10 years 10 years Patents 10 years 10 years Tradename (amortizable) 5 to 25 years 10.9 years Software 3 to 5 years 3.2 years Amortization expense of intangibles totaled $19.5 million, $13.9 million and $8.7 million in 2022, 2021 and 2020, respectively. The estimated amortization expense for intangibles for each of the five succeeding fiscal years is as follows (in thousands): 2023 $ 18,948 2024 18,318 2025 17,533 2026 16,460 2027 15,230 Thereafter 57,403 Total $ 143,892 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | E. DEBT On November 1, 2018, we entered into a five-year, $375 million unsecured revolving credit facility with a syndicate of U.S. banks. On February 28, 2021, this credit On August 10, 2020, we entered into an unsecured Note Purchase Agreement under which we issued our 3.04% Series 2020 E Senior Notes, due August 10, 2032, in the aggregate principal amount of $50 million, our 3.08% Series 2020 F Senior Notes, due August 10, 2033, in the aggregate principal amount of $50 million, and our 3.15% Series 2020 G Senior Notes, due August 10, 2035, in the aggregate principal amount of $50 million. Proceeds from the sale of the Series E, F and G Senior Notes were used to fund the acquisition of PalletOne in January 2021. Outstanding letters of credit extended on our behalf on December 31, 2022 and December 25, 2021 aggregated $59.0 million and $54.2 million; respectively, which includes approximately $3.3 million related to industrial development revenue bonds. We had an outstanding balance of $5.5 million and $7.8 million, which includes foreign subsidiary borrowings, on the revolver at December 31, 2022, and December 25, 2021, respectively. After considering letters of credit, we had $741.2 million and $535.1 million in remaining availability on the revolver on December 31, 2022, and December 25, 2021, respectively. Letters of credit have one-year terms, include an automatic renewal clause, and are charged an annual interest rate of 112.5 basis points, based upon our financial performance. Long-term debt obligations are summarized as follows on December 31, 2022 and December 25, 2021 (amounts in thousands): 2022 2021 Series 2020 Senior Notes E, due on August 10, 2032, interest payable semi-annually at 3.04% $ 50,000 $ 50,000 Series 2020 Senior Notes F, due on August 10, 2033, interest payable semi-annually at 3.08% 50,000 50,000 Series 2020 Senior Notes G, due on August 10, 2035, interest payable semi-annually at 3.15% 50,000 50,000 Series 2018 Senior Notes C, due on June 14, 2028, interest payable semi-annually at 4.20% 40,000 40,000 Series 2018 Senior Notes D, due on June 14, 2030, interest payable semi-annually at 4.27% 35,000 35,000 Series 2012 Senior Notes Tranche A, due on December 17, 2022, interest payable semi-annually at 3.89% — 35,000 Series 2012 Senior Notes Tranche B, due on December 17, 2024, interest payable semi-annually at 3.98% 40,000 40,000 Foreign subsidiary borrowings under revolving credit facility, due on December 6, 2027, interest payable monthly at a floating rate (4.13% on December 31, 2022 and 1.06% on December 25, 2021) 5,465 7,818 Series 1999 Industrial Development Revenue Bonds, due on August 1, 2029, interest payable monthly at a floating rate (1.04% on December 31, 2022 and 0.14% on December 25, 2021) 3,300 3,300 Series 2002 Industrial Development Revenue Bonds, due on December 1, 2022, interest payable monthly at a floating rate (N/A on December 31, 2022 and 0.18% on December 25, 2021) — 3,700 Finance leases and foreign affiliate debt 4,565 5,544 278,330 320,362 Less current portion (2,942) (42,683) Less debt issuance costs (234) (112) Long-term portion $ 275,154 $ 277,567 Financial covenants on the unsecured revolving credit facility and unsecured notes include minimum interest coverage 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 among other industry standard covenants. We were within all of our lending requirements on December 31, 2022 and December 25, 2021. On December 31, 2022, the principal maturities of long-term debt and finance lease obligations are as follows (in thousands): 2023 $ 2,942 2024 40,817 2025 132 2026 136 2027 5,614 Thereafter 228,689 Total $ 278,330 On December 31, 2022, the estimated fair value of our long-term debt, including the current portion, was $242.1 million, which was $36.2 million less than the carrying value. The estimated fair value is based on rates anticipated to be available to us for debt with similar terms and maturities. We consider the valuations of our long-term debt, including the current portion, to be Level 2 liabilities which rely on quoted prices in markets that are not active or observable inputs over the full term of the liability. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | F. LEASES We determine if an arrangement is a lease at inception. We lease certain real estate under non-cancelable operating lease agreements with typical original terms ranging from one renewal five equipment and aircraft operating one We believe finance leases have no significant impact to our consolidated balance sheet and statement of earnings as of December 31, 2022. As of December 31, 2022, we have no leases that have not yet commenced that would significantly impact the rights, obligations, and our financial position. There were no lease transactions between related parties as of December 31, 2022. The rates implicit in our leases are primarily not readily available. To determine the discount rate used to present value the lease payments, we utilize the 7-year treasury note rate plus a blend of rate spreads associated with our 10 to 15 year senior notes along with estimated spreads based on current market conditions. We feel the determined rate is a reasonable representation of our lease population. Lease costs under non-cancelable operating leases on December 31, 2022 and December 25, 2021 are as follows (in thousands): 2022 2021 Operating lease cost $ 32,458 $ 30,054 Short-term lease cost 10,490 5,264 Variable lease cost 5,291 4,761 Sublease income (2,876) (3,109) Total lease cost $ 45,363 $ 36,970 The amounts paid for operating leases, included in the measurement of lease liabilities, were $30.2 million in the year ended December 31, 2022 and $27.4 million in the year ended December 25, 2021. In addition, right-of-use assets obtained in exchange for new operating lease liabilities were approximately $32.0 million and $46.7 million, respectively, for the years ended December 31, 2022 and December 25, 2021. Future minimum payments under non-cancelable operating leases on December 31, 2022 are as follows (in thousands): Operating Leases 2023 $ 29,501 2024 25,246 2025 21,929 2026 19,287 2027 13,542 Thereafter 22,700 Total minimum lease payments $ 132,205 Less present value discount (21,209) Total lease liability $ 110,996 Rent expense was approximately $48.2 million, $40.1 million, and $28.4 million in 2022, 2021, and 2020, respectively. As of December 31, 2022 and December 25, 2021, the weighted average lease term for operating leases was 6.78 years and 7.33 years, respectively. Similarly, the weighted average discount rate for operating leases was 3.70% and 2.87%, respectively. |
DEFERRED COMPENSATION
DEFERRED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
DEFERRED COMPENSATION | G. DEFERRED COMPENSATION We have a program whereby certain executives irrevocably elected to defer receipt of certain compensation in 1985 through 1988. Deferred compensation payments to these executives commenced upon their retirement. The remaining deferred compensation liability on December 31, 2022 was $0.1 million and on December 25, 2021 was $0.2 million. We purchased life insurance on these executives, payable to us in amounts which, if assumptions made as to mortality experience, policy dividends, and other factors are realized, will accumulate cash values adequate to reimburse us for all payments for insurance and deferred compensation obligations. The investment in life insurance contracts as of December 31, 2022 and December 25, 2021, was $11.6 million and $12.7 million, respectively, and is recorded in “Other Assets” on the Consolidated Balance Sheet. We also maintain a non-qualified deferred compensation plan (the "Plan") for the benefit of senior management employees who may elect to defer a portion of their annual bonus payments and salaries. The Plan provides investment options similar to our 401(k) plan, including our stock. The investment in our stock is funded by the issuance of shares to a Rabbi trust, and may only be distributed in kind. Assets held by the Plan totaled approximately |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2022 | |
COMMON STOCK | H. COMMON STOCK We maintain and administer our shareholder approved Employee Stock Purchase Plan ("Stock Purchase Plan"). The Stock Purchase Plan allows eligible employees to purchase shares of our stock at a share price equal to 85% of fair market value on the purchase date. We have expensed the fair value of the compensation associated with these awards, which approximates the discount. The amount of expense is nominal. We maintain and administer our shareholder approved Directors’ Retainer Stock Plan ("Stock Retainer Plan"). The Stock Retainer Plan allows eligible members of the Board of Directors to defer the cash portion of their retainer and committee fees and receive shares of our stock at the time of or following their retirement, disability or death. The number of shares to be received is equal to the amount of the cash portion of their retainer and committee fees deferred multiplied by 110%, divided by the fair market value of a share of our stock at the time of deferral. The number of units is increased by the amount of dividends paid on our common stock. The units are immediately vested as of the grant date, since they are considered payment for services rendered quarterly. We recognized expense for this plan of $2.0 million in 2022, $1.7 million in 2021, and $1.8 million in 2020. Effective January 1, 2017, this plan was amended to allow directors to defer payment of the annual retainer paid in the form of our common stock. The number of shares to be received for their portion of the retainer that is deferred is equal to the amount of shares plus the number of shares attributable to cash dividends payable on those deferred shares. Finally, we maintain and administer our shareholder approved Long Term Stock Incentive Plan (the "LTSIP”). The LTSIP provides for the grant of stock options, stock appreciation rights, restricted stock, performance shares, sales incentive awards, and other stock-based awards. Executive Stock Match awards are granted in the year following the requisite service period, which begins at the beginning of each fiscal year, and fully vest on the fifth anniversary of the grant date. There is no unrecognized compensation expense remaining for stock options in 2022, 2021, and 2020. Below is a summary of common stock issuances for 2022 and 2021: December 31, 2022 Share Issuance Activity Common Stock Average Share Price Shares issued under the employee stock purchase plan 44 $ 73.45 Shares issued under the employee stock gift program 2 78.23 Shares issued under the director retainer stock program 4 79.98 Shares issued under the bonus plan 755 82.73 Shares issued under the executive stock match plan 62 82.87 Forfeitures (17) Total shares issued under stock grant programs 806 $ 82.71 Shares issued under the deferred compensation plans 113 $ 81.86 December 25, 2021 Share Issuance Activity Common Stock Average Share Price Shares issued under the employee stock purchase plan 33 $ 75.18 Shares issued under the employee stock gift program 2 78.37 Shares issued under the director retainer stock program 5 72.66 Shares issued under the bonus plan 487 59.56 Shares issued under the executive stock grants plan 77 60.24 Forfeitures (24) Total shares issued under stock grant programs 547 $ 59.84 Shares issued under the deferred compensation plans 117 $ 64.14 A summary of the nonvested restricted stock awards granted under the LTSIP is as follows: Weighted- Unrecognized Average Weighted- Compensation Period to Restricted Average Grant Expense Recognize Awards Date Fair Value (in millions) Expense Nonvested at December 28, 2019 1,202,895 $ 29.68 $ 7.9 0.86 years Granted 348,016 47.60 Vested (177,790) 22.69 Forfeited (9,327) 33.46 Nonvested at December 26, 2020 1,363,794 $ 35.14 $ 6.3 0.62 years Granted 560,516 60.24 Vested (274,271) 26.50 Forfeited (23,007) 39.68 Nonvested at December 25, 2021 1,627,032 $ 45.23 $ 6.6 0.43 years Granted 815,874 79.97 Vested (286,661) 34.00 Forfeited (17,990) 54.07 Nonvested at December 31, 2022 2,138,255 $ 58.70 $ 51.4 3.74 years Under the Stock Purchase Plan and LTSIP, we recognized share-based compensation expense of $28.2 million, $11.2 million, and $4.0 million and the related total income tax benefits of $6.9 million, $2.7 million, and $1.0 million in 2022, 2021 and 2020, respectively. For the year-ended December 31, 2022, we determined that $54 million of share-based bonus awards, representing 625,658 shares, will be awarded to qualified employees as it relates to the company’s 2022 performance and granted in 2023. Awards granted generally vest after a period of three five We have a Sales Incentive Plan for certain eligible employees. According to the policy, sales incentives are determined and calculated using a formula-based approach and estimated monthly based on specific performance metrics. Beginning July 2022, we modified the Sales Incentive Plan to place a cap on cash payments with the remaining earned incentive being settled in share-based awards. For the year-ended December 31, 2022, we determined that $10.5 million of share-based sales incentive awards, representing 122,022 shares, will be awarded to qualified employees based on the 2022 performance year and granted in 2023. These awards will vest after a period of five years from the grant date. As of December 31, 2022, we recognized approximately $0.9 million of compensation expense related to share-based sales incentive awards for the 2022 performance year. In 2022, 2021 and 2020, cash received from share issuances under our plans was $2.8 million, $2.1 million and $1.4 million, respectively. Effective February 3, 2023, our Board authorized an additional 2 million shares to be repurchased under our existing share repurchase program. We repurchased 1,246,616 shares in 2022 and no shares in 2021 under this program. Following the most recent authorization, the cumulative total authorized shares available for repurchase is approximately 2 million shares which expire in one year. |
RETIREMENT PLANS
RETIREMENT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
RETIREMENT PLANS | I. RETIREMENT PLANS We have a profit sharing and 401(k) plan for the benefit of substantially all of our employees, excluding the employees of certain wholly-owned subsidiaries. Amounts contributed to the plan are made at the discretion of the Board of Directors. We matched 25% of employee contributions in 2022, 2021, and 2020, on a discretionary basis, totaling $11.7 million, $9.2 million, and $7.2 million respectively. Included within the total employee matched contribution was an additional matched contribution for hourly employees of $4.6 million, $3.7 million and $2.9 million for 2022, 2021 and 2020, respectively, based on meeting certain performance goals during those years. The basis for matching contributions may not exceed the lesser of 6% of the employee’s annual compensation or the IRS limitation. We maintain a retirement plan for certain officers of the Company (who have at least 20 years of service with the Company and at least 10 years of service as an officer) whereby we will pay, upon retirement, certain benefits including health care benefits, for a specified period of time if certain eligibility requirements are met. Approximately $14.8 million and $13.1 million are accrued in “Other Liabilities” for this plan on December 31, 2022 and December 25, 2021, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | J. INCOME TAXES Income tax provisions for the years ended December 31, 2022, December 25, 2021, and December 26, 2020 are summarized as follows (in thousands): 2022 2021 2020 Currently Payable: Federal $ 181,029 $ 115,077 $ 59,055 State and local 44,646 30,441 16,709 Foreign 17,336 21,095 8,601 243,011 166,613 84,365 Net Deferred: Federal (8,561) 6,242 2,292 State and local (3,657) 118 (1,518) Foreign (941) 999 1,962 (13,159) 7,359 2,736 Total income tax expense $ 229,852 $ 173,972 $ 87,101 The components of earnings before income taxes consist of the following: 2022 2021 2020 U.S. $ 876,071 $ 645,316 $ 308,167 Foreign 58,745 81,020 32,816 Total $ 934,816 $ 726,336 $ 340,983 The effective income tax rates are different from the statutory federal income tax rates for the following reasons: 2022 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State and local taxes (net of federal benefits) 3.4 3.3 3.4 Effect of noncontrolling owned interest in earnings of partnerships n/a n/a n/a Tax credits, including foreign tax credit (0.8) (0.6) (0.9) Change in uncertain tax positions reserve (0.1) (0.1) (0.1) Other permanent differences 0.1 (0.4) 0.6 Other, net 1.0 0.7 1.5 Effective income tax rate 24.6 % 23.9 % 25.5 % Temporary differences which give rise to deferred income tax assets and (liabilities) on December 31, 2022 and December 25, 2021 are as follows (in thousands): 2022 2021 Employee benefits $ 37,893 $ 27,543 Lease liability 28,746 24,627 Net operating loss carryforwards 6,891 5,502 Foreign subsidiary capital loss carryforward 500 527 Other tax credits 102 450 Inventory 3,732 2,007 Reserves on receivables 3,273 1,446 Accrued expenses 6,791 5,735 Other, net 10,378 5,233 Gross deferred income tax assets 98,306 73,070 Valuation allowance (4,618) (3,952) Deferred income tax assets 93,688 69,118 Depreciation (69,711) (64,387) Intangibles (43,643) (38,367) Right of use assets (27,849) (23,866) Deferred income tax liabilities (141,203) (126,620) Net deferred income tax liability $ (47,515) $ (57,502) As of December 31, 2022, we had federal, state and foreign net operating loss carryforwards of $6.9 million and state tax credit carryforwards of $0.1 million, which will expire at various dates. The NOL and credit carryforwards expire as follows: Net Operating Losses Tax Credits U.S. State Foreign U.S. State 2023 - 2027 $ — $ 42 $ 363 $ — $ — 2028 - 2032 — 230 1,406 — — 2033 - 2037 — 1,696 255 — 102 2038 - 2042 499 1,804 — — — Thereafter — — 594 — — Total $ 499 $ 3,772 $ 2,618 $ — $ 102 As of December 31, 2022, we believe that it is more likely than not that the benefit from certain state and foreign NOL carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance of $4.1 million against the various NOLs. Furthermore, there is a valuation allowance of $0.5 million against a capital loss carryforward we have for a wholly-owned subsidiary, UFP Canada, Inc. Based upon the business activity and the nature of the assets of this subsidiary, our ability to realize a future benefit from this carryforward is doubtful. The capital loss has an unlimited carryforward and therefore will not expire unless there is a change in control of the subsidiary. |
ACCOUNTING FOR UNCERTAINTY IN I
ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES | K. ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES ASC 740, Income Taxes A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2022 2021 2020 Gross unrecognized tax benefits beginning of year $ 3,603 $ 3,892 $ 4,166 (Decrease) increase in tax positions for prior years (216) 437 (82) Increase in tax positions for current year 764 839 730 Lapse in statute of limitations (934) (1,565) (922) Gross unrecognized tax benefits end of year $ 3,217 $ 3,603 $ 3,892 Our effective tax rate would have been affected by the unrecognized tax benefits had this amount been recognized as a reduction to income tax expense. We recognized interest and penalties for unrecognized tax benefits in our provision for income taxes. The liability for unrecognized tax benefits included accrued interest and penalties of $0.3 million for the year December 31, 2022 and $0.5 million for each of the years December 25, 2021, and December 26, 2020. We file income tax returns in the United States and in various state, local and foreign jurisdictions. The federal and a majority of state and foreign jurisdictions are no longer subject to income tax examinations for years before 2017. A number of routine state and local examinations are currently ongoing. Due to the potential for resolution of state examinations, the expiration of various statutes of limitation, and new positions that may be taken, it is reasonably possible that the amount of unrecognized tax benefits that would reverse through the income statement in the next twelve months is $1.2 million. |
COMMITMENTS, CONTINGENCIES, AND
COMMITMENTS, CONTINGENCIES, AND GUARANTEES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS, CONTINGENCIES, AND GUARANTEES | L. 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. In addition, on December 31, 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 December 31, 2022, we had outstanding purchase commitments on commenced capital projects of approximately $63.2 million. We provide a variety of warranties for products we manufacture. Historically, warranty claims have not been material. We distribute products manufactured by other companies. 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. 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 that the products and installation services are completed in accordance with our contractual obligations. We have agreed to indemnify the surety for claims made against the bonds. As of December 31, 2022, we had approximately $15.2 million in outstanding payment and performance bonds for open projects. We had approximately $30.9 million in payment and performance bonds outstanding for completed projects which are still under warranty. On December 31, 2022, we had outstanding letters of credit totaling $59.0 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 and other lenders to guarantee our performance under certain contracts. We currently have irrevocable letters of credit outstanding totaling approximately $51.9 million for these types of arrangements. We have reserves recorded on our balance sheet, in accrued liabilities, that reflect our expected future liabilities under these 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 $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 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 2022 which would require us to recognize a liability on our balance sheet. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2022 | |
SEGMENT REPORTING | M. 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. We operate manufacturing, treating and distribution facilities internationally, but primarily in the United States. Our business segments consist of UFP Retail Solutions, UFP Packaging and UFP Construction and align with the end markets we serve. This segment structure allows for a specialized and consistent sales approach among Company operations, 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, Packaging, and Construction segments. In the case of locations which serve multiple segments, results are allocated and accounted for by segment. Two customers, The Home Depot and Lowes, accounted for approximately 15% and 11%, respectively, of our total net sales in fiscal 2022, 16% and 10%, respectively, of our total net sales in fiscal 2021 and 24% and 4%, respectively, in 2020. The exception to this market-centered reporting and management structure is our International segment, which comprises our Mexico, Canada, Europe, India, and Australia operations and sales and buying offices in other parts of the world and our Ardellis segment, which represents our wholly owned fully licensed captive insurance company based in Bermuda. Our International and Ardellis segments do not meet the quantitative thresholds in order to be separately reported and accordingly, the International and Ardellis segments have been aggregated 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 Corporate, UFP Real Estate, Inc., UFP Transportation Ltd, UFP Purchasing, and UFP RMS, LLC. The tables below are presented in thousands. 2022 All Retail Packaging Construction Other Corporate Total Net sales to outside customers $ 3,650,639 $ 2,394,681 $ 3,143,868 $ 431,611 $ 5,940 $ 9,626,739 Intersegment net sales 392,740 78,409 110,523 421,406 (1,003,078) — Interest expense 177 (2) — (1,310) 15,045 13,910 Amortization expense 4,131 6,925 3,358 4,571 514 19,499 Depreciation expense 19,898 28,191 15,364 2,992 27,618 94,063 Segment earnings before income taxes 150,165 333,087 397,446 56,813 (2,695) 934,816 Segment assets 889,417 885,878 712,837 308,688 875,253 3,672,073 Capital expenditures 55,806 55,129 54,167 3,968 5,054 174,124 2021 All Retail Packaging Construction Other Corporate Total Net sales to outside customers $ 3,418,337 $ 2,148,142 $ 2,698,434 $ 362,473 $ 8,748 $ 8,636,134 Intersegment net sales 214,400 85,954 82,026 455,874 (838,254) — Interest expense 98 12 1 184 13,519 13,814 Amortization expense 2,780 6,093 3,525 1,336 214 13,948 Depreciation expense 16,955 26,219 13,151 2,094 25,765 84,184 Segment earnings before income taxes 124,790 264,958 264,238 80,905 (8,555) 726,336 Segment assets 844,189 741,672 736,157 343,363 579,890 3,245,271 Capital expenditures 40,408 42,652 22,344 5,140 40,622 151,166 2020 All Retail Packaging Construction Other Corporate Total Net sales to outside customers $ 2,167,122 $ 1,072,117 $ 1,695,684 $ 217,094 $ 1,981 $ 5,153,998 Intersegment net sales 142,839 45,217 68,294 283,689 (540,039) — Interest expense 2 22 — 90 9,197 9,311 Amortization expense 1,482 4,159 2,152 877 46 8,716 Depreciation expense 11,675 15,163 12,123 1,619 23,384 63,964 Segment earnings before income taxes 155,364 83,430 69,092 38,333 (5,236) 340,983 Segment assets 510,464 416,487 510,972 196,856 770,112 2,404,891 Capital expenditures 16,277 21,141 16,902 2,258 32,604 89,182 Information regarding principal geographic areas was as follows (in thousands): 2022 2021 2020 Long-Lived Long-Lived Long-Lived Tangible Tangible Tangible Net Sales Assets Net Sales Assets Net Sales Assets United States $ 9,254,676 $ 770,921 $ 8,395,737 $ 679,757 $ 5,022,014 $ 478,325 Foreign 372,063 126,840 240,397 54,873 131,984 36,380 Total $ 9,626,739 $ 897,761 $ 8,636,134 $ 734,630 $ 5,153,998 $ 514,705 The following table presents, for the periods indicated, our disaggregated net sales (in thousands) by business unit for each segment. 2022 2021 2020 Retail Deckorators $ 326,011 $ 248,765 $ 219,930 Prowood and Outdoor Essentials 2,228,509 2,239,711 1,828,489 Sunbelt 924,441 773,909 — UFP Edge 168,190 148,927 114,987 Other 3,488 7,025 3,716 Total Retail $ 3,650,639 $ 3,418,337 $ 2,167,122 Packaging North (1) $ 646,278 $ 615,092 $ 385,132 Southeast (1) 445,203 395,069 229,316 Southwest (1) 468,274 400,515 238,643 West (1) 379,038 363,300 206,022 PalletOne 399,356 355,347 — Protective Packaging 56,532 18,819 13,004 Total Packaging $ 2,394,681 $ 2,148,142 $ 1,072,117 Construction Factory Built $ 1,181,837 $ 1,098,905 $ 597,017 Site Built 1,361,607 1,190,393 725,899 Commercial 336,298 259,360 221,988 Concrete Forming 264,126 149,776 150,780 Total Construction $ 3,143,868 $ 2,698,434 $ 1,695,684 All Other $ 431,611 $ 362,473 $ 217,094 Corporate $ 5,940 $ 8,748 $ 1,981 Total Net Sales $ 9,626,739 $ 8,636,134 $ 5,153,998 (1) Effective January 1, 2023, the Packaging segment established new business units as followings: Structural Packaging, PalletOne, and Protective Packaging Solutions. This change will result in the transfer of net sales from the these geographic business units to Structural Packaging and PalletOne in 2023. The following table presents, for the periods indicated, our percentage of value-added and commodity-based sales to total net sales by segment. 2022 2021 2020 Value-Added Retail 44.9% 43.2% 53.8% Packaging 72.0% 67.7% 64.7% Construction 77.2% 73.0% 76.3% All Other 76.3% 74.7% 76.0% Corporate 44.3% 67.9% 100.0% Total 63.4% 59.7% 64.3% Commodity-Based Retail 55.1% 56.8% 46.2% Packaging 28.0% 32.3% 35.3% Construction 22.8% 27.0% 23.7% All Other 23.7% 25.3% 24.0% Corporate 55.7% 32.1% 0.0% Total 36.6% 40.3% 35.7% fddf |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Dec. 31, 2022 | |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | N. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following table sets forth selected financial information for all of the quarters, consisting of 53 weeks during the year ended December 31, 2022 and 52 weeks during the year ended December 25, 2021, (in thousands, except per share data): First Second Third Fourth 2022 2021 2022 2021 2022 2021 2022 2021 Net sales $ 2,489,313 $ 1,825,004 $ 2,900,874 $ 2,700,541 $ 2,322,855 $ 2,093,784 $ 1,913,697 $ 2,016,805 Gross profit 478,363 286,554 503,452 421,294 450,176 327,555 357,470 371,564 Net earnings 193,131 104,251 207,853 175,360 172,101 125,747 131,879 147,006 Net earnings attributable to controlling interest 189,703 103,311 203,118 173,382 167,241 121,041 132,589 137,906 Basic earnings per share 3.01 1.67 3.24 2.79 2.68 1.94 2.12 2.21 Diluted earnings per share 3.00 1.67 3.23 2.78 2.66 1.94 2.10 2.21 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements, have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (the "SEC"), represent our assets and liabilities and operating results. The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and partnerships. All significant intercompany balances and transactions have been eliminated in consolidation. We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary. The primary beneficiary of a VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The primary beneficiary is required to consolidate the VIE. We account for unconsolidated VIEs using the equity method of accounting. |
NONCONTROLLING INTEREST IN SUBSIDIARIES | NONCONTROLLING INTEREST IN SUBSIDIARIES Noncontrolling interest in results of operations of consolidated subsidiaries represents the noncontrolling shareholders’ share of the income or loss of various consolidated subsidiaries. The noncontrolling interest reflects the original investment by these noncontrolling shareholders combined with their proportional share of the earnings or losses of these subsidiaries, net of distributions paid. |
FISCAL YEAR | FISCAL YEAR Our fiscal year is a 52 or 53 week period, ending on the last Saturday of December. Unless otherwise stated, references to 2022, 2021, and 2020 relate to the fiscal years ended December 31, 2022, December 25, 2021, and December 26, 2020, respectively. Fiscal year 2022 was comprised of 53 weeks and fiscal years 2021 and 2020 were comprised of 52 weeks. |
FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS | FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS We follow ASC Topic 820, Fair Value Measurements and Disclosures ● Level 1 — Financial instruments with unadjusted, quoted prices listed on active market exchanges. ● Level 2 — Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. Financial instrument values are determined using prices for recently traded financial instruments with similar underlying terms and direct or indirect observational inputs, such as interest rates and yield curves at commonly quoted intervals. ● Level 3 — Financial instruments not actively traded on a market exchange and there is little, if any, market activity. Values are determined using significant unobservable inputs or valuation techniques. Our investment portfolio includes restricted investments within our wholly-owned subsidiary, Ardellis Insurance Ltd. There are $19.9 million of restricted investments recorded as of December 31, 2022. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash and highly liquid investments purchased with an original maturity of three months or less. |
INVESTMENTS | INVESTMENTS Investments are deemed to be "available for sale" and are, accordingly, carried at fair value being the quoted market value. |
ACCOUNTS RECEIVABLE AND ALLOWANCES | ACCOUNTS RECEIVABLE AND ALLOWANCES We perform periodic credit evaluations of our customers and generally do not require collateral. Accounts receivable are due under a range of terms we offer to our customers. Discounts are offered, in most instances, as an incentive for early payment. We base our allowances related to receivables on historical credit and collections experience, reasonable and supportable forecasts, and the specific identification of other potential problems, including the general economic climate. Actual collections can differ, requiring adjustments to the allowances. Individual accounts receivable balances are evaluated on a monthly basis, and those balances considered uncollectible are charged to the allowance. The following table presents the activity in our accounts receivable allowances (in thousands): Additions Charged to Beginning Costs and Ending Balance Expenses Deductions* Balance Year Ended December 31, 2022: Allowance for possible losses on accounts receivable $ 5,085 $ 79,862 $ (73,220) $ 11,727 Year Ended December 25, 2021: Allowance for possible losses on accounts receivable $ 4,629 $ 66,883 $ (66,427) $ 5,085 Year Ended December 26, 2020: Allowance for possible losses on accounts receivable $ 4,440 $ 48,954 $ (48,765) $ 4,629 * Includes accounts charged off, discounts given to customers and actual customer returns and allowances. We record estimated sales returns, discounts, and other applicable adjustments as a reduction of net sales in the same period revenue is recognized. Accounts receivable retainage amounts related to long term construction contracts totaled $8.0 million and $7.8 million as of December 31, 2022 and December 25, 2021, respectively. All amounts are expected to be collected within 18 months. Concentration of accounts receivable related to our two largest customers totaled $131.0 million and $87.6 million as of December 31, 2022 and December 25, 2021, respectively. 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 and will be applied prospectively to all business combinations occurring after this date. |
INVENTORIES | 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 and is determined using the weighted average cost method. 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 have inventory on consignment at customer locations valued at $27.9 million as of December 31, 2022 and $37.8 million as of December 25, 2021. We write down the value of inventory, the impact of which is reflected in cost of goods sold in the 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. There was no lower of cost or net realizable value adjustment to inventory as of December 31, 2022 and December 25, 2021. |
PROPERTY, PLANT, AND EQUIPMENT | PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment are stated at cost. Expenditures for renewals and betterments are capitalized, and maintenance and repairs are expensed as incurred. The components of property, plant and equipment as of December 31, 2022 and and December 25, 2021 were as follows: Year Ended December 31, December 25, 2022 2021 Land and improvements $ 171,729 $ 163,289 Building and improvements 355,228 329,698 Machinery and equipment 708,095 632,864 Furniture and fixtures 23,186 24,063 Construction in progress 121,730 62,199 Total Property, Plant and Equipment, Gross $ 1,379,968 $ 1,212,113 Amortization of assets held under finance leases is included in depreciation and amortized over the shorter of the estimated useful life of the asset or the lease term. Depreciation is computed principally by the straight-line method over the estimated useful lives of the assets as follows: Land improvements 5 to 15 years Buildings and improvements 10 to 32 years Machinery, equipment and office furniture 2 to 20 years |
LONG-LIVED ASSETS | LONG-LIVED ASSETS In accordance with ASC 360, Property, Plant, and Equipment |
GOODWILL | GOODWILL Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets of acquired businesses. Goodwill and intangible assets deemed to have indefinite lives are not amortized and are subject to impairment tests at least annually in accordance with ASC 350, Intangibles-Goodwill and Other. We review the carrying amounts of goodwill and other non-amortizable intangibles by reporting unit to determine if such assets may be impaired. As of the date of the most recent goodwill impairment test, which utilized data and assumptions as of September 24, 2022, it was determined that the carrying value of the Italian reporting unit exceeded its fair value and we recorded a non-cash goodwill impairment charge of $2.5 million as of December 31, 2022, which represented the entire amount of the goodwill recorded within the reporting unit. For the remaining reporting units, the fair values exceed the carrying values and there were no indicators for impairment. In the fourth quarter of 2020, we recorded a non-cash goodwill impairment charge of $11.5 million related to the commercial reporting unit within our construction segment. We believe we have sufficient available information, both current and historical, to support our assumptions, judgments and estimates used in the goodwill impairment test. Our annual testing date for evaluating goodwill and indefinite-lived intangible asset impairment is the first day of our fourth fiscal quarter for all reporting units. Additionally, we review various triggering events throughout the year to determine whether a mid-year impairment analysis is required. |
FOREIGN CURRENCY | FOREIGN CURRENCY Our foreign operations use the local currency as their functional currency. Accordingly, assets and liabilities are translated at exchange rates as of the balance sheet date and revenues and expenses are translated using weighted average rates, with translation adjustments included as a separate component of shareholders’ equity. Gains and losses arising from re-measuring foreign currency transactions are included in earnings. |
INSURANCE RESERVES | INSURANCE RESERVES Our wholly-owned insurance company, Ardellis Insurance Ltd.(“Ardellis”), was incorporated on April 21, 2001 under the laws of Bermuda and is licensed as a Class 3A insurer under the Insurance Act 1978 of Bermuda. On April 14, 2017 the U.S. Branch of Ardellis Insurance Ltd. was granted its Certificate of Authority to transact property and casualty insurance lines as an admitted carrier in the State of Michigan. We are primarily self-insured for certain employee health benefits, and have self-funded retentions for general liability, automobile liability, property and workers’ compensation. We are fully self-insured for environmental liabilities. The general liability, automobile liability, property, workers’ compensation, and certain environmental liabilities are managed through Ardellis; the related assets and liabilities of which are included in the consolidated financial statements as of December 31, 2022 and December 25, 2021. Our policy is to accrue amounts equal to actuarially determined or internally computed liabilities. The actuarial and internal valuations are based on historical information along with certain assumptions about future events. Changes in assumptions for such matters as legal actions, medical cost trends, and changes in claims experience could cause these estimates to change in the future. In addition to providing coverage for the Company, Ardellis provides Excess Loss Insurance (primarily medical and prescription drug) and Excess General Liability and Property Insurance to certain third parties. As of December 31, 2022, Ardellis had 70 such contracts in place. Reserves associated with these contracts were $5.0 million at December 31, 2022, and $7.1 million at December 25, 2021, and are accrued based on third party actuarial valuations of the expected future liabilities. |
INCOME TAXES | INCOME TAXES Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred income tax assets to the amounts expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred income tax assets and liabilities. |
REVENUE RECOGNITION | REVENUE RECOGNITION Within the three primary segments (Retail, Packaging, 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 when this performance obligation is 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. Certain customer products that we provide require installation by the Company or a third party. Installation revenue is recognized upon completion. If we use a third party for installation, the party will act as an agent to us until completion of the installation. 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 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 over time accounting, under either cost to cost or units of delivery methods, depending on the nature of the business at individual operations, which is in accordance with ASC 606 as revenue is recognized when certain performance obligations are performed. Under over time accounting using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred related to the total estimated costs. Under over time accounting using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced related to the total number of units. Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for such revisions becomes known. Projected losses on individual contracts are charged to operations in their entirety when such losses become apparent. Our construction contracts are generally entered into with a fixed price and completion of the projects can range from 6 The following table presents our net sales disaggregated by revenue source (in thousands): Year Ended December 31, December 25, December 26, 2022 vs. 2021 2021 vs. 2020 2022 2021 2020 % Change % Change Point in Time Revenue $ 9,442,794 $ 8,512,012 $ 5,025,895 10.9% 69.4% Over Time Revenue 183,945 124,122 128,103 48.2% (3.1)% Total Net Sales $ 9,626,739 $ 8,636,134 $ 5,153,998 11.5% 67.6% 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 over time accounting accounts on December 31, 2022 and December 25, 2021 which are included in “Other current assets” and “Accrued liabilities: Other”, respectively (in thousands): December 31, December 25, 2022 2021 Cost and Earnings in Excess of Billings $ 6,798 $ 5,602 Billings in Excess of Cost and Earnings 10,184 10,744 SHIPPING AND HANDLING OF PRODUCT Shipping and handling costs that are charged to and reimbursed by the customer are recognized as revenue. Costs incurred related to the shipment and handling of products are classified in cost of goods sold. |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION We account for share-based awards in accordance with ASC Topic 718, Compensation – Stock Compensation |
EARNINGS PER SHARE | EARNINGS PER SHARE Earnings per share (“EPS”) is computed using the two-class method. The two-class method determines EPS for each class of common stock and participating securities according to dividends and their respective participation rights in undistributed earnings. Participating securities include non-vested shares of restricted stock in which the participants have non-forfeitable rights to dividends during the performance period. EPS, basic and diluted, is calculated by dividing net earnings attributable to controlling interest, net of applicable taxes, by the weighted average number of shares of common stock outstanding for the period. The computation of EPS is as follows (in thousands): December 31, December 25, December 26, 2022 2021 2020 Numerator: Net earnings attributable to controlling interest $ 692,651 $ 535,640 $ 246,778 Adjustment for earnings allocated to non-vested restricted common stock (27,488) (17,342) (6,903) Net earnings for calculating EPS $ 665,163 $ 518,298 $ 239,875 Denominator: Weighted average shares outstanding 62,667 62,209 61,632 Adjustment for non-vested restricted common stock (2,487) (2,014) (1,724) Shares for calculating basic EPS 60,180 60,195 59,908 Effect of dilutive restricted common stock 473 159 20 Shares for calculating diluted EPS 60,653 60,354 59,928 Net earnings per share: Basic $ 11.05 $ 8.61 $ 4.00 Diluted $ 10.97 $ 8.59 $ 4.00 |
USE OF ACCOUNTING ESTIMATES | USE OF ACCOUNTING ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. We believe our estimates to be reasonable; however, actual results could differ from these estimates. |
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. We operate manufacturing, treating and distribution facilities internationally, but primarily in the United States. Our business segments consist of UFP Retail Solutions, UFP Packaging and UFP Construction and align with the end markets we serve. This segment structure allows for a specialized and consistent sales approach among Company operations, 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, Packaging, and Construction segments. In the case of locations which serve multiple segments, results are allocated and accounted for by segment. Two customers, The Home Depot and Lowes, accounted for approximately 15% and 11%, respectively, of our total net sales in fiscal 2022, 16% and 10%, respectively, of our total net sales in fiscal 2021 and 24% and 4%, respectively, in 2020. The exception to this market-centered reporting and management structure is our International segment, which comprises our Mexico, Canada, Europe, India, and Australia operations and sales and buying offices in other parts of the world and our Ardellis segment, which represents our wholly owned fully licensed captive insurance company based in Bermuda. Our International and Ardellis segments do not meet the quantitative thresholds in order to be separately reported and accordingly, the International and Ardellis segments have been aggregated 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 Corporate, UFP Real Estate, Inc., UFP Transportation Ltd, UFP Purchasing, and UFP RMS, LLC. The tables below are presented in thousands. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Accounts Receivable Allowances | The following table presents the activity in our accounts receivable allowances (in thousands): Additions Charged to Beginning Costs and Ending Balance Expenses Deductions* Balance Year Ended December 31, 2022: Allowance for possible losses on accounts receivable $ 5,085 $ 79,862 $ (73,220) $ 11,727 Year Ended December 25, 2021: Allowance for possible losses on accounts receivable $ 4,629 $ 66,883 $ (66,427) $ 5,085 Year Ended December 26, 2020: Allowance for possible losses on accounts receivable $ 4,440 $ 48,954 $ (48,765) $ 4,629 * Includes accounts charged off, discounts given to customers and actual customer returns and allowances. |
Schedule of Components of Property, Plant and Equipment | Year Ended December 31, December 25, 2022 2021 Land and improvements $ 171,729 $ 163,289 Building and improvements 355,228 329,698 Machinery and equipment 708,095 632,864 Furniture and fixtures 23,186 24,063 Construction in progress 121,730 62,199 Total Property, Plant and Equipment, Gross $ 1,379,968 $ 1,212,113 |
Schedule of Estimated Useful Lives of Property, Plant, and Equipment | Land improvements 5 to 15 years Buildings and improvements 10 to 32 years Machinery, equipment and office furniture 2 to 20 years |
Schedule of Disaggregation of revenue | The following table presents our net sales disaggregated by revenue source (in thousands): Year Ended December 31, December 25, December 26, 2022 vs. 2021 2021 vs. 2020 2022 2021 2020 % Change % Change Point in Time Revenue $ 9,442,794 $ 8,512,012 $ 5,025,895 10.9% 69.4% Over Time Revenue 183,945 124,122 128,103 48.2% (3.1)% Total Net Sales $ 9,626,739 $ 8,636,134 $ 5,153,998 11.5% 67.6% |
Schedule of Percentage of Completion Account Balances | The following table presents the balances of over time accounting accounts on December 31, 2022 and December 25, 2021 which are included in “Other current assets” and “Accrued liabilities: Other”, respectively (in thousands): December 31, December 25, 2022 2021 Cost and Earnings in Excess of Billings $ 6,798 $ 5,602 Billings in Excess of Cost and Earnings 10,184 10,744 |
Schedule of Computation of earnings per share | The computation of EPS is as follows (in thousands): December 31, December 25, December 26, 2022 2021 2020 Numerator: Net earnings attributable to controlling interest $ 692,651 $ 535,640 $ 246,778 Adjustment for earnings allocated to non-vested restricted common stock (27,488) (17,342) (6,903) Net earnings for calculating EPS $ 665,163 $ 518,298 $ 239,875 Denominator: Weighted average shares outstanding 62,667 62,209 61,632 Adjustment for non-vested restricted common stock (2,487) (2,014) (1,724) Shares for calculating basic EPS 60,180 60,195 59,908 Effect of dilutive restricted common stock 473 159 20 Shares for calculating diluted EPS 60,653 60,354 59,928 Net earnings per share: Basic $ 11.05 $ 8.61 $ 4.00 Diluted $ 10.97 $ 8.59 $ 4.00 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Assets measured at fair value | December 31, 2022 December 25, 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 $ 390,219 $ 1,286 $ — $ 391,505 $ 19 $ 9,392 $ — $ 9,411 Fixed income funds 2,594 16,692 — 19,286 1,668 16,910 — 18,578 Treasury securities 343 — — 343 342 — — 342 Equity securities 17,337 — — 17,337 20,163 — — 20,163 Alternative investments — — 4,102 4,102 — — 3,785 3,785 Mutual funds: Domestic stock funds 13,067 — — 13,067 10,910 — — 10,910 International stock funds 1,414 — — 1,414 1,687 — — 1,687 Target funds 8 — — 8 23 — — 23 Bond funds 130 — — 130 146 — — 146 Alternative funds 474 — — 474 483 — — 483 Total mutual funds 15,093 — — 15,093 13,249 — — 13,249 Total $ 425,586 $ 17,978 $ 4,102 $ 447,666 $ 35,441 $ 26,302 $ 3,785 $ 65,528 |
Available for sale investment portfolio | Ardellis’ available for sale investment portfolio, including funds held with the State of Michigan, consists of the following (in thousands): December 31, 2022 December 25, 2021 Unrealized Unrealized Cost Gain (Loss) Fair Value Cost Gain Fair Value Fixed Income $ 21,399 $ (2,113) $ 19,286 $ 18,169 $ 409 $ 18,578 Treasury Securities 343 — 343 342 — 342 Equity 15,762 1,575 17,337 15,196 4,967 20,163 Mutual Funds 13,430 1,144 14,574 9,222 3,325 12,547 Alternative Investments 3,105 997 4,102 3,003 782 3,785 Total $ 54,039 $ 1,603 $ 55,642 $ 45,932 $ 9,483 $ 55,415 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisitions Accounted for Using Purchase Method | We completed the following business combinations in fiscal 2022 and 2021, which were accounted for using the purchase or equity method (in thousands). Net Company Acquisition Intangible Tangible Operating Name Date Purchase Price Assets Assets Segment December 6, 2022 $71,009 cash paid for 100% asset purchase $ 48,812 $ 22,197 Packaging Titan Corrugated, Inc. (Titan) and All Boxed Up, LLC Located in Flower Mound, TX and founded in 2003, Titan’s primary products include boxes used in moving and storage, jumbo boxes for industrial products, corrugated shipping containers, and point-of-purchase displays. All Boxed Up distributes common box sizes manufactured by Titan throughout the United States. The combined companies had trailing 12-month sales through October 2022 of approximately $46.5 million. June 27, 2022 $69,791 cash paid for equity method investment $ 34,552 $ 35,239 Packaging Dempsey Wood Products, Inc. (Dempsey) Located in Orangeburg, South Carolina and founded in 1988, Dempsey is a sawmill which produces products such as kiln dried finished lumber, industrial lumber, green cut stock lumber, pine chips and shavings, landscaping mulch, and sawdust. The Company had sales of approximately $69 million in 2021. May 9, 2022 $15,398 $ 4,821 $ 10,577 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 $ 20,390 $ 5,667 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 $23,154 $ 13,817 $ 9,337 Packaging 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. Net Company Acquisition Intangible Tangible Operating Name Date Purchase Price Assets Assets Segment November 22, 2021 $10,831 $ 12,686 $ (1,855) 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 $ 6,963 $ (979) 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). September 27, 2021 $6,443 $ 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. April 29, 2021 $10,129 $ 7,099 $ 3,030 Construction Endurable Building Products, LLC (Endurable) Based near Minneapolis, Minnesota, Endurable is a leading manufacturer of customized structural aluminum systems and products for exterior purposes, such as deck framing, balconies, sunshades, railings and stairs. The company’s trademarked alumiLAST aluminum deck and balcony systems are known for their low-maintenance design and ease of installation. Endurable serves general contractors in the multifamily market throughout the U.S. and had sales of approximately $15 million in 2020. April 19, 2021 $8,549 $ 1,526 $ 7,023 Retail Walnut Hollow Farm, Inc. Walnut Hollow Farm, located in Wisconsin, is engaged in the business of designing, manufacturing, selling, and distributing wood products, tools, and accessories for the craft and hobby, outdoor sportsman art, personalized home décor, and hardware categories, with sales of approximately $11.6 million in 2020. Net Company Acquisition Intangible Tangible Operating Name Date Purchase Price Assets Assets Segment April 12, 2021 $153,462 $ — $ 153,462 Retail Spartanburg Forest Products, Inc. Headquartered in Greer, South Carolina, Spartanburg Forest Products and its affiliates are a premier wood treating operation in the U.S., with approximately 150 employees and operations in five states. Its affiliates include Appalachian Forest Products, Innovative Design Industries, Blue Ridge Wood Preserving, Blue Ridge Wood Products, and Tidewater Wood Products and had combined sales of approximately $543.0 million in 2020. March 1, 2021 $5,511 $ 5,469 $ 42 Other J.C. Gilmore Pty Ltd (Gilmores) Founded in 1988 and operating from its distribution facility in Port Melbourne, Australia, Gilmores is a leading distributor in the industrial and construction industries of packaging tapes, stretch films, packaging equipment, strapping, construction protection products and other items, with 2020 sales of $15 million AUD ($10 million USD). December 28, 2020 $259,011 $ 79,917 $ 179,094 Retail/Packaging PalletOne, Inc. (PalletOne) Based in Bartow, Florida, PalletOne is a leading manufacturer of new pallets in the U.S., with 17 pallet manufacturing facilities in the southern and eastern regions of the country. The company also supplies other specialized industrial packaging, including custom bins and crates, and its Sunbelt Forest Products (Sunbelt) subsidiary operates five pressure-treating facilities in the Southeastern U.S. PalletOne and its affiliates had 2020 sales of |
Acquired Intangible Assets | The amounts assigned to major intangible classes for the business combinations mentioned above are as follows (in thousands): Non- Intangibles - Compete Customer Tax Agreements Patents Relationships Tradename Goodwill Deductible All Boxed Up $ — $ — $ 980 * $ — $ 934 * $ 1,914 Titan — — 23,970 * — 22,928 * 46,898 Cedar Poly — — 2,401 * — 2,420 * 4,821 Ultra — — 6,820 5,020 8,550 20,390 Advantage 310 — 5,100 420 7,987 13,817 Ficus 2,784 — 4,931 1,718 3,253 12,686 Boxpack 821 — 4,011 — 2,131 6,963 Shelter 30 — 2,200 190 1,619 4,039 Endurable — — 4,080 1,210 1,809 7,099 Walnut Hollow — — 410 560 556 1,526 Gilmores 1,631 — — — 3,838 5,469 PalletOne — — 18,089 17,450 44,378 79,917 *(estimate) |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Goodwill by Segment | The changes in the net carrying amount of goodwill by reporting segment for the years ended December 31, 2022 and December 25, 2021, are as follows (in thousands): Retail Packaging Construction All Other Corporate Total Balance as of December 26, 2020 $ 61,943 $ 87,827 $ 90,729 $ 11,694 $ — $ 252,193 2021 Acquisitions 13,115 43,006 4,502 13,880 — 74,503 2021 Purchase Accounting Adjustments (1,682) (2,292) (6,228) (478) — (10,680) Foreign Exchange, Net — — (3) (975) — (978) Balance as of December 25, 2021 $ 73,376 $ 128,541 $ 89,000 $ 24,121 $ — $ 315,038 2022 Acquisitions 10,971 23,862 — — — 34,833 2022 Purchase Accounting Adjustments 293 (3,494) (1,074) (4,766) — (9,041) 2022 Impairments (2,480) — (2,480) Foreign Exchange, Net — — (256) (774) — (1,030) Balance as of December 31, 2022 $ 84,640 $ 148,909 $ 87,670 $ 16,101 $ — $ 337,320 |
Other Intangible Assets | The following amounts were included in other amortizable intangible assets, net as of December 31, 2022 and December 25, 2021 (in thousands): 2022 2021 Accumulated Accumulated Assets Amortization Net Value Assets Amortization Net Value Non-compete agreements $ 12,577 $ (7,109) $ 5,468 $ 8,490 $ (4,160) $ 4,330 Customer relationships and other 141,712 (35,521) 106,191 101,158 (25,012) 76,146 Licensing agreements 4,589 (4,589) — 4,589 (4,589) — Patents 1,976 (1,104) 872 3,221 (1,137) 2,084 Tradename 38,826 (8,393) 30,433 30,392 (4,599) 25,793 Software 1,788 (860) 928 959 (295) 664 Total $ 201,468 $ (57,576) $ 143,892 $ 148,809 $ (39,792) $ 109,017 |
Estimated Useful Lives of Intangible Assets | Weighted Average Intangible Asset Type Estimated Useful Life Amortization Period Non-compete agreements 2 to 15 years 6.5 years Customer relationships and other 5 to 15 years 10 years Licensing agreements 10 years 10 years Patents 10 years 10 years Tradename (amortizable) 5 to 25 years 10.9 years Software 3 to 5 years 3.2 years |
Expected Amortization Expense | Amortization expense of intangibles totaled $19.5 million, $13.9 million and $8.7 million in 2022, 2021 and 2020, respectively. The estimated amortization expense for intangibles for each of the five succeeding fiscal years is as follows (in thousands): 2023 $ 18,948 2024 18,318 2025 17,533 2026 16,460 2027 15,230 Thereafter 57,403 Total $ 143,892 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-term Debt and Capital Lease Obligations | Long-term debt obligations are summarized as follows on December 31, 2022 and December 25, 2021 (amounts in thousands): 2022 2021 Series 2020 Senior Notes E, due on August 10, 2032, interest payable semi-annually at 3.04% $ 50,000 $ 50,000 Series 2020 Senior Notes F, due on August 10, 2033, interest payable semi-annually at 3.08% 50,000 50,000 Series 2020 Senior Notes G, due on August 10, 2035, interest payable semi-annually at 3.15% 50,000 50,000 Series 2018 Senior Notes C, due on June 14, 2028, interest payable semi-annually at 4.20% 40,000 40,000 Series 2018 Senior Notes D, due on June 14, 2030, interest payable semi-annually at 4.27% 35,000 35,000 Series 2012 Senior Notes Tranche A, due on December 17, 2022, interest payable semi-annually at 3.89% — 35,000 Series 2012 Senior Notes Tranche B, due on December 17, 2024, interest payable semi-annually at 3.98% 40,000 40,000 Foreign subsidiary borrowings under revolving credit facility, due on December 6, 2027, interest payable monthly at a floating rate (4.13% on December 31, 2022 and 1.06% on December 25, 2021) 5,465 7,818 Series 1999 Industrial Development Revenue Bonds, due on August 1, 2029, interest payable monthly at a floating rate (1.04% on December 31, 2022 and 0.14% on December 25, 2021) 3,300 3,300 Series 2002 Industrial Development Revenue Bonds, due on December 1, 2022, interest payable monthly at a floating rate (N/A on December 31, 2022 and 0.18% on December 25, 2021) — 3,700 Finance leases and foreign affiliate debt 4,565 5,544 278,330 320,362 Less current portion (2,942) (42,683) Less debt issuance costs (234) (112) Long-term portion $ 275,154 $ 277,567 |
Principal Maturities of Long-term Debt and Capital Lease Obligations | On December 31, 2022, the principal maturities of long-term debt and finance lease obligations are as follows (in thousands): 2023 $ 2,942 2024 40,817 2025 132 2026 136 2027 5,614 Thereafter 228,689 Total $ 278,330 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of lease costs | Lease costs under non-cancelable operating leases on December 31, 2022 and December 25, 2021 are as follows (in thousands): 2022 2021 Operating lease cost $ 32,458 $ 30,054 Short-term lease cost 10,490 5,264 Variable lease cost 5,291 4,761 Sublease income (2,876) (3,109) Total lease cost $ 45,363 $ 36,970 |
Future Minimum Lease Payments | Future minimum payments under non-cancelable operating leases on December 31, 2022 are as follows (in thousands): Operating Leases 2023 $ 29,501 2024 25,246 2025 21,929 2026 19,287 2027 13,542 Thereafter 22,700 Total minimum lease payments $ 132,205 Less present value discount (21,209) Total lease liability $ 110,996 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of common stock issuances | December 31, 2022 Share Issuance Activity Common Stock Average Share Price Shares issued under the employee stock purchase plan 44 $ 73.45 Shares issued under the employee stock gift program 2 78.23 Shares issued under the director retainer stock program 4 79.98 Shares issued under the bonus plan 755 82.73 Shares issued under the executive stock match plan 62 82.87 Forfeitures (17) Total shares issued under stock grant programs 806 $ 82.71 Shares issued under the deferred compensation plans 113 $ 81.86 December 25, 2021 Share Issuance Activity Common Stock Average Share Price Shares issued under the employee stock purchase plan 33 $ 75.18 Shares issued under the employee stock gift program 2 78.37 Shares issued under the director retainer stock program 5 72.66 Shares issued under the bonus plan 487 59.56 Shares issued under the executive stock grants plan 77 60.24 Forfeitures (24) Total shares issued under stock grant programs 547 $ 59.84 Shares issued under the deferred compensation plans 117 $ 64.14 |
Nonvested Restricted Shares Activity | Weighted- Unrecognized Average Weighted- Compensation Period to Restricted Average Grant Expense Recognize Awards Date Fair Value (in millions) Expense Nonvested at December 28, 2019 1,202,895 $ 29.68 $ 7.9 0.86 years Granted 348,016 47.60 Vested (177,790) 22.69 Forfeited (9,327) 33.46 Nonvested at December 26, 2020 1,363,794 $ 35.14 $ 6.3 0.62 years Granted 560,516 60.24 Vested (274,271) 26.50 Forfeited (23,007) 39.68 Nonvested at December 25, 2021 1,627,032 $ 45.23 $ 6.6 0.43 years Granted 815,874 79.97 Vested (286,661) 34.00 Forfeited (17,990) 54.07 Nonvested at December 31, 2022 2,138,255 $ 58.70 $ 51.4 3.74 years |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Components of Income Tax Expense (Benefit) | Income tax provisions for the years ended December 31, 2022, December 25, 2021, and December 26, 2020 are summarized as follows (in thousands): 2022 2021 2020 Currently Payable: Federal $ 181,029 $ 115,077 $ 59,055 State and local 44,646 30,441 16,709 Foreign 17,336 21,095 8,601 243,011 166,613 84,365 Net Deferred: Federal (8,561) 6,242 2,292 State and local (3,657) 118 (1,518) Foreign (941) 999 1,962 (13,159) 7,359 2,736 Total income tax expense $ 229,852 $ 173,972 $ 87,101 |
Components of Earnings Before Income Taxes | 2022 2021 2020 U.S. $ 876,071 $ 645,316 $ 308,167 Foreign 58,745 81,020 32,816 Total $ 934,816 $ 726,336 $ 340,983 |
Effective Income Tax Rate Reconciliation | 2022 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State and local taxes (net of federal benefits) 3.4 3.3 3.4 Effect of noncontrolling owned interest in earnings of partnerships n/a n/a n/a Tax credits, including foreign tax credit (0.8) (0.6) (0.9) Change in uncertain tax positions reserve (0.1) (0.1) (0.1) Other permanent differences 0.1 (0.4) 0.6 Other, net 1.0 0.7 1.5 Effective income tax rate 24.6 % 23.9 % 25.5 % |
Components of Deferred Tax Assets and Liabilities | Temporary differences which give rise to deferred income tax assets and (liabilities) on December 31, 2022 and December 25, 2021 are as follows (in thousands): 2022 2021 Employee benefits $ 37,893 $ 27,543 Lease liability 28,746 24,627 Net operating loss carryforwards 6,891 5,502 Foreign subsidiary capital loss carryforward 500 527 Other tax credits 102 450 Inventory 3,732 2,007 Reserves on receivables 3,273 1,446 Accrued expenses 6,791 5,735 Other, net 10,378 5,233 Gross deferred income tax assets 98,306 73,070 Valuation allowance (4,618) (3,952) Deferred income tax assets 93,688 69,118 Depreciation (69,711) (64,387) Intangibles (43,643) (38,367) Right of use assets (27,849) (23,866) Deferred income tax liabilities (141,203) (126,620) Net deferred income tax liability $ (47,515) $ (57,502) |
Schedule of NOL and credit carryforwards | Net Operating Losses Tax Credits U.S. State Foreign U.S. State 2023 - 2027 $ — $ 42 $ 363 $ — $ — 2028 - 2032 — 230 1,406 — — 2033 - 2037 — 1,696 255 — 102 2038 - 2042 499 1,804 — — — Thereafter — — 594 — — Total $ 499 $ 3,772 $ 2,618 $ — $ 102 |
ACCOUNTING FOR UNCERTAINTY IN_2
ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2022 2021 2020 Gross unrecognized tax benefits beginning of year $ 3,603 $ 3,892 $ 4,166 (Decrease) increase in tax positions for prior years (216) 437 (82) Increase in tax positions for current year 764 839 730 Lapse in statute of limitations (934) (1,565) (922) Gross unrecognized tax benefits end of year $ 3,217 $ 3,603 $ 3,892 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting | The tables below are presented in thousands. 2022 All Retail Packaging Construction Other Corporate Total Net sales to outside customers $ 3,650,639 $ 2,394,681 $ 3,143,868 $ 431,611 $ 5,940 $ 9,626,739 Intersegment net sales 392,740 78,409 110,523 421,406 (1,003,078) — Interest expense 177 (2) — (1,310) 15,045 13,910 Amortization expense 4,131 6,925 3,358 4,571 514 19,499 Depreciation expense 19,898 28,191 15,364 2,992 27,618 94,063 Segment earnings before income taxes 150,165 333,087 397,446 56,813 (2,695) 934,816 Segment assets 889,417 885,878 712,837 308,688 875,253 3,672,073 Capital expenditures 55,806 55,129 54,167 3,968 5,054 174,124 2021 All Retail Packaging Construction Other Corporate Total Net sales to outside customers $ 3,418,337 $ 2,148,142 $ 2,698,434 $ 362,473 $ 8,748 $ 8,636,134 Intersegment net sales 214,400 85,954 82,026 455,874 (838,254) — Interest expense 98 12 1 184 13,519 13,814 Amortization expense 2,780 6,093 3,525 1,336 214 13,948 Depreciation expense 16,955 26,219 13,151 2,094 25,765 84,184 Segment earnings before income taxes 124,790 264,958 264,238 80,905 (8,555) 726,336 Segment assets 844,189 741,672 736,157 343,363 579,890 3,245,271 Capital expenditures 40,408 42,652 22,344 5,140 40,622 151,166 2020 All Retail Packaging Construction Other Corporate Total Net sales to outside customers $ 2,167,122 $ 1,072,117 $ 1,695,684 $ 217,094 $ 1,981 $ 5,153,998 Intersegment net sales 142,839 45,217 68,294 283,689 (540,039) — Interest expense 2 22 — 90 9,197 9,311 Amortization expense 1,482 4,159 2,152 877 46 8,716 Depreciation expense 11,675 15,163 12,123 1,619 23,384 63,964 Segment earnings before income taxes 155,364 83,430 69,092 38,333 (5,236) 340,983 Segment assets 510,464 416,487 510,972 196,856 770,112 2,404,891 Capital expenditures 16,277 21,141 16,902 2,258 32,604 89,182 |
Information Regarding Principal Geographic Areas | Information regarding principal geographic areas was as follows (in thousands): 2022 2021 2020 Long-Lived Long-Lived Long-Lived Tangible Tangible Tangible Net Sales Assets Net Sales Assets Net Sales Assets United States $ 9,254,676 $ 770,921 $ 8,395,737 $ 679,757 $ 5,022,014 $ 478,325 Foreign 372,063 126,840 240,397 54,873 131,984 36,380 Total $ 9,626,739 $ 897,761 $ 8,636,134 $ 734,630 $ 5,153,998 $ 514,705 |
Gross Sales by Major Product Classification | The following table presents, for the periods indicated, our disaggregated net sales (in thousands) by business unit for each segment. 2022 2021 2020 Retail Deckorators $ 326,011 $ 248,765 $ 219,930 Prowood and Outdoor Essentials 2,228,509 2,239,711 1,828,489 Sunbelt 924,441 773,909 — UFP Edge 168,190 148,927 114,987 Other 3,488 7,025 3,716 Total Retail $ 3,650,639 $ 3,418,337 $ 2,167,122 Packaging North (1) $ 646,278 $ 615,092 $ 385,132 Southeast (1) 445,203 395,069 229,316 Southwest (1) 468,274 400,515 238,643 West (1) 379,038 363,300 206,022 PalletOne 399,356 355,347 — Protective Packaging 56,532 18,819 13,004 Total Packaging $ 2,394,681 $ 2,148,142 $ 1,072,117 Construction Factory Built $ 1,181,837 $ 1,098,905 $ 597,017 Site Built 1,361,607 1,190,393 725,899 Commercial 336,298 259,360 221,988 Concrete Forming 264,126 149,776 150,780 Total Construction $ 3,143,868 $ 2,698,434 $ 1,695,684 All Other $ 431,611 $ 362,473 $ 217,094 Corporate $ 5,940 $ 8,748 $ 1,981 Total Net Sales $ 9,626,739 $ 8,636,134 $ 5,153,998 (1) Effective January 1, 2023, the Packaging segment established new business units as followings: Structural Packaging, PalletOne, and Protective Packaging Solutions. This change will result in the transfer of net sales from the these geographic business units to Structural Packaging and PalletOne in 2023. The following table presents, for the periods indicated, our percentage of value-added and commodity-based sales to total net sales by segment. 2022 2021 2020 Value-Added Retail 44.9% 43.2% 53.8% Packaging 72.0% 67.7% 64.7% Construction 77.2% 73.0% 76.3% All Other 76.3% 74.7% 76.0% Corporate 44.3% 67.9% 100.0% Total 63.4% 59.7% 64.3% Commodity-Based Retail 55.1% 56.8% 46.2% Packaging 28.0% 32.3% 35.3% Construction 22.8% 27.0% 23.7% All Other 23.7% 25.3% 24.0% Corporate 55.7% 32.1% 0.0% Total 36.6% 40.3% 35.7% |
QUARTERLY FINANCIAL INFORMATI_2
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information | The following table sets forth selected financial information for all of the quarters, consisting of 53 weeks during the year ended December 31, 2022 and 52 weeks during the year ended December 25, 2021, (in thousands, except per share data): First Second Third Fourth 2022 2021 2022 2021 2022 2021 2022 2021 Net sales $ 2,489,313 $ 1,825,004 $ 2,900,874 $ 2,700,541 $ 2,322,855 $ 2,093,784 $ 1,913,697 $ 2,016,805 Gross profit 478,363 286,554 503,452 421,294 450,176 327,555 357,470 371,564 Net earnings 193,131 104,251 207,853 175,360 172,101 125,747 131,879 147,006 Net earnings attributable to controlling interest 189,703 103,311 203,118 173,382 167,241 121,041 132,589 137,906 Basic earnings per share 3.01 1.67 3.24 2.79 2.68 1.94 2.12 2.21 Diluted earnings per share 3.00 1.67 3.23 2.78 2.66 1.94 2.10 2.21 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||
Dec. 26, 2020 USD ($) | Dec. 31, 2022 USD ($) item customer contract | Dec. 25, 2021 USD ($) | Dec. 26, 2020 | |
Summary of significant accounting policies | ||||
Number of markets | item | 3 | |||
Length of fiscal year | 371 days | 364 days | 364 days | |
Restricted investments | $ 19,900,000 | |||
Accounts receivable retainage | $ 8,000,000 | $ 7,800,000 | ||
Accounts receivable retainage, collection period | 18 months | |||
Inventory on consignment | $ 27,900,000 | 37,800,000 | ||
Inventory write-down | $ 0 | 0 | ||
Number of insurance contracts with third party by Ardellis | contract | 70 | |||
Reserve associated with contracts to third party by Ardellis | $ 5,000,000 | 7,100,000 | ||
Goodwill | ||||
Goodwill impairment | 2,480,000 | |||
New accounting pronouncement | ||||
Retained earnings | 2,217,410,000 | 1,678,121,000 | ||
Right-of-use assets | 107,517,000 | 96,703,000 | ||
Operating lease liability | $ 110,996,000 | |||
Construction | Commercial | ||||
Goodwill | ||||
Goodwill impairment | $ 11,500,000 | |||
Accounts receivables | Customer Concentration | Top two customers | ||||
Summary of significant accounting policies | ||||
Top two customers | customer | 2 | |||
Concentration of accounts receivable related to largest customers | $ 131,000,000 | $ 87,600,000 | ||
Minimum | ||||
Summary of significant accounting policies | ||||
Length of fiscal year | 364 days | |||
Maximum | ||||
Summary of significant accounting policies | ||||
Length of fiscal year | 371 days |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Accounts Receivable Allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning Balance | $ 5,085 | $ 4,629 | $ 4,440 |
Additions Charged to Costs and Expenses | 79,862 | 66,883 | 48,954 |
Deductions | (73,220) | (66,427) | (48,765) |
Ending Balance | $ 11,727 | $ 5,085 | $ 4,629 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of components of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Land and improvements | $ 171,729 | $ 163,289 |
Building and improvements | 355,228 | 329,698 |
Machinery and equipment | 708,095 | 632,864 |
Furniture and fixtures | 23,186 | 24,063 |
Construction in progress | 121,730 | 62,199 |
Total Property, Plant and Equipment, Gross | $ 1,379,968 | $ 1,212,113 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Estimated Useful Lives of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Property, Plant and Equipment | ||
Property, plant and equipment | $ 1,379,968 | $ 1,212,113 |
Accumulated amortization | $ 690,986 | 623,093 |
Land Improvements | Minimum | ||
Property, Plant and Equipment | ||
Property, plant and equipment, useful life | 5 years | |
Land Improvements | Maximum | ||
Property, Plant and Equipment | ||
Property, plant and equipment, useful life | 15 years | |
Building and Improvements | Minimum | ||
Property, Plant and Equipment | ||
Property, plant and equipment, useful life | 10 years | |
Building and Improvements | Maximum | ||
Property, Plant and Equipment | ||
Property, plant and equipment, useful life | 32 years | |
Machinery, Equipment and Office Furniture | Minimum | ||
Property, Plant and Equipment | ||
Property, plant and equipment, useful life | 2 years | |
Machinery, Equipment and Office Furniture | Maximum | ||
Property, Plant and Equipment | ||
Property, plant and equipment, useful life | 20 years | |
Software costs | ||
Property, Plant and Equipment | ||
Property, plant and equipment | $ 5,700 | 6,000 |
Accumulated amortization | $ 5,400 | $ 5,300 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 USD ($) | Sep. 24, 2022 USD ($) | Jun. 25, 2022 USD ($) | Mar. 26, 2022 USD ($) | Dec. 25, 2021 USD ($) | Sep. 25, 2021 USD ($) | Jun. 26, 2021 USD ($) | Mar. 27, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 25, 2021 USD ($) | Dec. 26, 2020 USD ($) | |
Revenue Recognition. | |||||||||||
Number of primary segments the Company operates | segment | 3 | ||||||||||
Net sales | $ 1,913,697 | $ 2,322,855 | $ 2,900,874 | $ 2,489,313 | $ 2,016,805 | $ 2,093,784 | $ 2,700,541 | $ 1,825,004 | $ 9,626,739 | $ 8,636,134 | $ 5,153,998 |
Change % in net sales | 11.50% | 67.60% | |||||||||
Point in Time Revenue | |||||||||||
Revenue Recognition. | |||||||||||
Net sales | $ 9,442,794 | $ 8,512,012 | 5,025,895 | ||||||||
Change % in net sales | 10.90% | 69.40% | |||||||||
Over Time Revenue | |||||||||||
Revenue Recognition. | |||||||||||
Net sales | $ 183,945 | $ 124,122 | $ 128,103 | ||||||||
Change % in net sales | 48.20% | (3.10%) | |||||||||
Minimum | |||||||||||
Revenue Recognition. | |||||||||||
Number of months to complete contract projects | 6 months | 6 months | |||||||||
Maximum | |||||||||||
Revenue Recognition. | |||||||||||
Number of months to complete contract projects | 18 months | 18 months |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Percentage of Completion Account Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Cost and Earnings in Excess of Billings | $ 6,798 | $ 5,602 |
Billings in Excess of Cost and Earnings | $ 10,184 | $ 10,744 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | Dec. 25, 2021 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Numerator: | |||||||||||
Net earnings attributable to controlling interest | $ 132,589 | $ 167,241 | $ 203,118 | $ 189,703 | $ 137,906 | $ 121,041 | $ 173,382 | $ 103,311 | $ 692,651 | $ 535,640 | $ 246,778 |
Adjustment for earnings allocated to non-vested restricted common stock | (27,488) | (17,342) | (6,903) | ||||||||
Net earnings for calculating EPS | $ 665,163 | $ 518,298 | $ 239,875 | ||||||||
Denominator: | |||||||||||
Weighted average shares outstanding (in shares) | 62,667 | 62,209 | 61,632 | ||||||||
Adjustment for non-vested restricted common stock (in shares) | (2,487) | (2,014) | (1,724) | ||||||||
Shares for calculating basic EPS (in shares) | 60,180 | 60,195 | 59,908 | ||||||||
Effect of dilutive restricted common stock (in shares) | 473 | 159 | 20 | ||||||||
Shares for calculating diluted EPS (in shares) | 60,653 | 60,354 | 59,928 | ||||||||
Net earnings per share | |||||||||||
Basic (USD per share) | $ 2.12 | $ 2.68 | $ 3.24 | $ 3.01 | $ 2.21 | $ 1.94 | $ 2.79 | $ 1.67 | $ 11.05 | $ 8.61 | $ 4 |
Diluted (USD per share) | $ 2.10 | $ 2.66 | $ 3.23 | $ 3 | $ 2.21 | $ 1.94 | $ 2.78 | $ 1.67 | $ 10.97 | $ 8.59 | $ 4 |
FAIR VALUE - Asset Measured at
FAIR VALUE - Asset Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Fixed Income | Restricted Investment | ||
Fair Value | ||
Investments at fair value | $ 19,600 | |
Money market funds | Cash and Cash Equivalents | ||
Fair Value | ||
Investments at fair value | 391,200 | |
Money market funds | Restricted Investment | ||
Fair Value | ||
Investments at fair value | 300 | |
Mutual funds, equity and alternative investments | Investments | ||
Fair Value | ||
Investments at fair value | 36,100 | |
Money market and mutual funds | Other Non current Assets | ||
Fair Value | ||
Investments at fair value | 500 | |
Ardellis Insurance Ltd. | ||
Fair Value | ||
Total Fair Value | 55,642 | $ 55,415 |
Estimate of Fair Value Measurement | Recurring | ||
Fair Value | ||
Investments at fair value | 447,666 | 65,528 |
Estimate of Fair Value Measurement | Recurring | Fixed Income | ||
Fair Value | ||
Investments at fair value | 19,286 | 18,578 |
Estimate of Fair Value Measurement | Recurring | Money market funds | ||
Fair Value | ||
Investments at fair value | 391,505 | 9,411 |
Estimate of Fair Value Measurement | Recurring | Treasury securities | ||
Fair Value | ||
Investments at fair value | 343 | 342 |
Estimate of Fair Value Measurement | Recurring | Equity | ||
Fair Value | ||
Investments at fair value | 17,337 | 20,163 |
Estimate of Fair Value Measurement | Recurring | Alternative Investments | ||
Fair Value | ||
Investments at fair value | 4,102 | 3,785 |
Estimate of Fair Value Measurement | Recurring | Mutual Fund | ||
Fair Value | ||
Investments at fair value | 15,093 | 13,249 |
Estimate of Fair Value Measurement | Recurring | Domestic stock | ||
Fair Value | ||
Investments at fair value | 13,067 | 10,910 |
Estimate of Fair Value Measurement | Recurring | International stock funds | ||
Fair Value | ||
Investments at fair value | 1,414 | 1,687 |
Estimate of Fair Value Measurement | Recurring | Target funds | ||
Fair Value | ||
Investments at fair value | 8 | 23 |
Estimate of Fair Value Measurement | Recurring | Bond funds | ||
Fair Value | ||
Investments at fair value | 130 | 146 |
Estimate of Fair Value Measurement | Recurring | Alternative funds | ||
Fair Value | ||
Investments at fair value | 474 | 483 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair Value | ||
Investments at fair value | 425,586 | 35,441 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Fixed Income | ||
Fair Value | ||
Investments at fair value | 2,594 | 1,668 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Money market funds | ||
Fair Value | ||
Investments at fair value | 390,219 | 19 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Treasury securities | ||
Fair Value | ||
Investments at fair value | 343 | 342 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Equity | ||
Fair Value | ||
Investments at fair value | 17,337 | 20,163 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Mutual Fund | ||
Fair Value | ||
Investments at fair value | 15,093 | 13,249 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Domestic stock | ||
Fair Value | ||
Investments at fair value | 13,067 | 10,910 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | International stock funds | ||
Fair Value | ||
Investments at fair value | 1,414 | 1,687 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Target funds | ||
Fair Value | ||
Investments at fair value | 8 | 23 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Bond funds | ||
Fair Value | ||
Investments at fair value | 130 | 146 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Alternative funds | ||
Fair Value | ||
Investments at fair value | 474 | 483 |
Estimate of Fair Value Measurement | Recurring | Prices with Other Observable Inputs (Level 2) | ||
Fair Value | ||
Investments at fair value | 17,978 | 26,302 |
Estimate of Fair Value Measurement | Recurring | Prices with Other Observable Inputs (Level 2) | Fixed Income | ||
Fair Value | ||
Investments at fair value | 16,692 | 16,910 |
Estimate of Fair Value Measurement | Recurring | Prices with Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value | ||
Investments at fair value | 1,286 | 9,392 |
Estimate of Fair Value Measurement | Recurring | Prices with Unobservable Inputs (Level 3) | ||
Fair Value | ||
Investments at fair value | 4,102 | 3,785 |
Estimate of Fair Value Measurement | Recurring | Prices with Unobservable Inputs (Level 3) | Alternative Investments | ||
Fair Value | ||
Investments at fair value | $ 4,102 | $ 3,785 |
FAIR VALUE - Available for Sale
FAIR VALUE - Available for Sale Investment Portfolio (Details) - Ardellis Insurance Ltd. - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Available-for-sale securities | ||
Total Securities Cost | $ 54,039 | $ 45,932 |
Unrealized Gain (Loss) | 1,603 | 9,483 |
Total Fair Value | 55,642 | 55,415 |
Fixed Income | ||
Available-for-sale securities | ||
Debt Securities Cost | 21,399 | 18,169 |
Debt Securities Unrealized Gain/(Loss) | (2,113) | |
Debt Securities Unrealized Gain/(Loss) | 409 | |
Debt Securities Fair Value | 19,286 | 18,578 |
Treasury securities | ||
Available-for-sale securities | ||
Debt Securities Cost | 343 | 342 |
Debt Securities Fair Value | 343 | 342 |
Equity | ||
Available-for-sale securities | ||
Equity Securities Cost | 15,762 | 15,196 |
Equity Securities Unrealized Gain/(Loss) | 1,575 | 4,967 |
Equity Securities Fair Value | 17,337 | 20,163 |
Mutual Fund | ||
Available-for-sale securities | ||
Debt Securities Cost | 13,430 | 9,222 |
Debt Securities Unrealized Gain/(Loss) | 1,144 | 3,325 |
Debt Securities Fair Value | 14,574 | 12,547 |
Alternative Investments | ||
Available-for-sale securities | ||
Debt Securities Cost | 3,105 | 3,003 |
Debt Securities Unrealized Gain/(Loss) | 997 | 782 |
Debt Securities Fair Value | $ 4,102 | $ 3,785 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) $ in Thousands, $ in Millions | 12 Months Ended | |||||||||||||||
Dec. 06, 2022 USD ($) | Jun. 27, 2022 USD ($) | May 09, 2022 USD ($) | Dec. 27, 2021 USD ($) | Dec. 20, 2021 USD ($) | Nov. 22, 2021 USD ($) facility | Nov. 01, 2021 USD ($) | Nov. 01, 2021 AUD ($) | Sep. 27, 2021 USD ($) ft² | Apr. 29, 2021 USD ($) | Apr. 19, 2021 USD ($) | Apr. 12, 2021 USD ($) employee state | Mar. 01, 2021 USD ($) | Mar. 01, 2021 AUD ($) | Dec. 28, 2020 USD ($) item | Dec. 31, 2022 USD ($) | |
Business Acquisition | ||||||||||||||||
Aggregate acquisitions' net sales | $ 1,500,000 | |||||||||||||||
Aggregate acquisitions' operating profit | 67,000 | |||||||||||||||
Dempsey Wood Products, LLC | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Ownership interest | 50% | |||||||||||||||
Sellers | Dempsey Wood Products, LLC | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Ownership interest | 50% | |||||||||||||||
Dempsey Wood Products, LLC | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Sellers put right | $ 50,000 | |||||||||||||||
Call right | 70,000 | |||||||||||||||
Carrying value | $ 67,400 | |||||||||||||||
Dempsey Wood Products, LLC | Packaging | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Purchase consideration, equity method investment | 69,791 | |||||||||||||||
Intangible Assets | 34,552 | |||||||||||||||
Net Tangible Assets | 35,239 | |||||||||||||||
Acquired equity method investment, prior year sales | $ 69,000 | |||||||||||||||
Titan Corrugated, Inc. (Titan) and All Boxed Up, LLC | Packaging | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Cash paid for business acquisition | $ 71,009 | |||||||||||||||
Percentage of assets purchased (as a percent) | 100% | |||||||||||||||
Intangible Assets | $ 48,812 | |||||||||||||||
Net Tangible Assets | 22,197 | |||||||||||||||
Acquired entity, trailing 12-months sales | $ 46,500 | |||||||||||||||
Cedar Poly, LLC | Retail | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Cash paid for business acquisition | $ 15,398 | |||||||||||||||
Percentage of assets purchased (as a percent) | 100% | |||||||||||||||
Intangible Assets | $ 4,821 | |||||||||||||||
Net Tangible Assets | 10,577 | |||||||||||||||
Acquired entity, prior year sales | $ 17,300 | |||||||||||||||
Ultra | Retail | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Cash paid for business acquisition, net of cash acquired | $ 24,057 | |||||||||||||||
Percentage of stock purchase (as a percent) | 100% | |||||||||||||||
Estimated contingent consideration | $ 2,000 | |||||||||||||||
Intangible Assets | 20,390 | |||||||||||||||
Net Tangible Assets | 5,667 | |||||||||||||||
Acquired entity, prior year sales | $ 45,000 | |||||||||||||||
Advantage | Packaging | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Cash paid for business acquisition | $ 23,154 | |||||||||||||||
Percentage of stock purchase (as a percent) | 100% | |||||||||||||||
Intangible Assets | $ 13,817 | |||||||||||||||
Net Tangible Assets | 9,337 | |||||||||||||||
Acquired entity, trailing 12-months sales | $ 19,800 | |||||||||||||||
Ficus | All Other | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Cash paid for business acquisition, net of cash acquired | $ 10,831 | |||||||||||||||
Percentage of stock purchase (as a percent) | 70% | |||||||||||||||
Number of plant locations | facility | 10 | |||||||||||||||
Intangible Assets | $ 12,686 | |||||||||||||||
Net Tangible Assets | (1,855) | |||||||||||||||
Acquired entity, trailing 12-months sales | $ 39,000 | |||||||||||||||
Boxpack Packaging | All Other | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Cash paid for business acquisition | $ 5,984 | |||||||||||||||
Percentage of assets purchased (as a percent) | 100% | |||||||||||||||
Intangible Assets | $ 6,963 | |||||||||||||||
Acquired entity, trailing 12-months sales | $ 6,200 | $ 8.2 | ||||||||||||||
Shelter Products | Construction | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Purchase consideration | $ 6,443 | |||||||||||||||
Percentage of assets purchased (as a percent) | 100% | |||||||||||||||
Intangible Assets | $ 4,039 | |||||||||||||||
Acquired entity, prior year sales | $ 11,400 | |||||||||||||||
Square feet of warehouse | ft² | 87,800 | |||||||||||||||
Endurable Building Products | Construction | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Cash paid for business acquisition | $ 10,129 | |||||||||||||||
Percentage of assets purchased (as a percent) | 100% | |||||||||||||||
Intangible Assets | $ 7,099 | |||||||||||||||
Acquired entity, prior year sales | $ 15,000 | |||||||||||||||
Walnut Hollow Farm, Inc. | Retail | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Cash paid for business acquisition | $ 8,549 | |||||||||||||||
Percentage of assets purchased (as a percent) | 100% | |||||||||||||||
Intangible Assets | $ 1,526 | |||||||||||||||
Acquired entity, prior year sales | $ 11,600 | |||||||||||||||
Spartanburg Forest Products, Inc. | Retail | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Purchase consideration | $ 153,462 | |||||||||||||||
Percentage of assets purchased (as a percent) | 100% | |||||||||||||||
Net Tangible Assets | $ 153,462 | |||||||||||||||
Acquired entity, prior year sales | $ 543,000 | |||||||||||||||
Number of Employees | employee | 150 | |||||||||||||||
Number of states in which the entity operates | state | 5 | |||||||||||||||
J. C. Gilmore Pty Ltd | All Other | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Purchase consideration | $ 5,511 | |||||||||||||||
Percentage of assets purchased (as a percent) | 100% | |||||||||||||||
Net Tangible Assets | $ 42 | |||||||||||||||
Acquired entity, prior year sales | $ 10,000 | $ 15 | ||||||||||||||
PalletOne | Retail/Packaging | ||||||||||||||||
Business Acquisition | ||||||||||||||||
Purchase consideration | $ 259,011 | |||||||||||||||
Percentage of stock purchase (as a percent) | 100% | |||||||||||||||
Net Tangible Assets | $ 179,094 | |||||||||||||||
Acquired entity, trailing 12-months sales | $ 698,000 | |||||||||||||||
Number of pallet manufacturing facilities | item | 17 | |||||||||||||||
Number of pressure-treating facilities | item | 5 |
BUSINESS COMBINATIONS - Acquire
BUSINESS COMBINATIONS - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 |
Business Acquisition | |||
GOODWILL | $ 337,320 | $ 315,038 | $ 252,193 |
All Boxed Up | |||
Business Acquisition | |||
GOODWILL | 934 | ||
Goodwill - Tax Deductible | 1,914 | ||
Titan | |||
Business Acquisition | |||
GOODWILL | 22,928 | ||
Goodwill - Tax Deductible | 46,898 | ||
Cedar Poly, LLC | |||
Business Acquisition | |||
GOODWILL | 2,420 | ||
Goodwill - Tax Deductible | 4,821 | ||
Ultra | |||
Business Acquisition | |||
GOODWILL | 8,550 | ||
Goodwill - Tax Deductible | 20,390 | ||
Advantage | |||
Business Acquisition | |||
GOODWILL | 7,987 | ||
Goodwill - Tax Deductible | 13,817 | ||
Ficus | |||
Business Acquisition | |||
GOODWILL | 3,253 | ||
Goodwill - Tax Deductible | 12,686 | ||
Boxpack Packaging | |||
Business Acquisition | |||
GOODWILL | 2,131 | ||
Goodwill - Tax Deductible | 6,963 | ||
Shelter Products | |||
Business Acquisition | |||
GOODWILL | 1,619 | ||
Goodwill - Tax Deductible | 4,039 | ||
Endurable Building Products | |||
Business Acquisition | |||
GOODWILL | 1,809 | ||
Goodwill - Tax Deductible | 7,099 | ||
Walnut Hollow Farm, Inc. | |||
Business Acquisition | |||
GOODWILL | 556 | ||
Goodwill - Tax Deductible | 1,526 | ||
J. C. Gilmore Pty Ltd | |||
Business Acquisition | |||
GOODWILL | 3,838 | ||
Goodwill - Tax Deductible | 5,469 | ||
PalletOne | |||
Business Acquisition | |||
GOODWILL | 44,378 | ||
Goodwill - Tax Deductible | 79,917 | ||
Non-compete agreements | Advantage | |||
Business Acquisition | |||
Intangible assets other than goodwill | 310 | ||
Non-compete agreements | Ficus | |||
Business Acquisition | |||
Intangible assets other than goodwill | 2,784 | ||
Non-compete agreements | Boxpack Packaging | |||
Business Acquisition | |||
Intangible assets other than goodwill | 821 | ||
Non-compete agreements | Shelter Products | |||
Business Acquisition | |||
Intangible assets other than goodwill | 30 | ||
Non-compete agreements | J. C. Gilmore Pty Ltd | |||
Business Acquisition | |||
Intangible assets other than goodwill | 1,631 | ||
Customer relationships | All Boxed Up | |||
Business Acquisition | |||
Intangible assets other than goodwill | 980 | ||
Customer relationships | Titan | |||
Business Acquisition | |||
Intangible assets other than goodwill | 23,970 | ||
Customer relationships | Cedar Poly, LLC | |||
Business Acquisition | |||
Intangible assets other than goodwill | 2,401 | ||
Customer relationships | Ultra | |||
Business Acquisition | |||
Intangible assets other than goodwill | 6,820 | ||
Customer relationships | Advantage | |||
Business Acquisition | |||
Intangible assets other than goodwill | 5,100 | ||
Customer relationships | Ficus | |||
Business Acquisition | |||
Intangible assets other than goodwill | 4,931 | ||
Customer relationships | Boxpack Packaging | |||
Business Acquisition | |||
Intangible assets other than goodwill | 4,011 | ||
Customer relationships | Shelter Products | |||
Business Acquisition | |||
Intangible assets other than goodwill | 2,200 | ||
Customer relationships | Endurable Building Products | |||
Business Acquisition | |||
Intangible assets other than goodwill | 4,080 | ||
Customer relationships | Walnut Hollow Farm, Inc. | |||
Business Acquisition | |||
Intangible assets other than goodwill | 410 | ||
Customer relationships | PalletOne | |||
Business Acquisition | |||
Intangible assets other than goodwill | 18,089 | ||
Tradename | Ultra | |||
Business Acquisition | |||
Intangible assets other than goodwill | 5,020 | ||
Tradename | Advantage | |||
Business Acquisition | |||
Intangible assets other than goodwill | 420 | ||
Tradename | Ficus | |||
Business Acquisition | |||
Intangible assets other than goodwill | 1,718 | ||
Tradename | Shelter Products | |||
Business Acquisition | |||
Intangible assets other than goodwill | 190 | ||
Tradename | Endurable Building Products | |||
Business Acquisition | |||
Intangible assets other than goodwill | 1,210 | ||
Tradename | Walnut Hollow Farm, Inc. | |||
Business Acquisition | |||
Intangible assets other than goodwill | 560 | ||
Tradename | PalletOne | |||
Business Acquisition | |||
Intangible assets other than goodwill | $ 17,450 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Goodwill impairment | $ 2,480 | ||
Indefinite-lived intangible assets | 7,339 | $ 7,369 | |
Amortization of intangibles | $ 19,499 | $ 13,948 | $ 8,716 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill by Reporting Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Goodwill | |||
Goodwill, Beginning Balance | $ 315,038 | $ 252,193 | |
Acquisitions | 34,833 | 74,503 | |
Purchase Accounting Adjustments | (9,041) | (10,680) | |
Impairments | (2,480) | ||
Foreign Exchange, Net | (1,030) | (978) | |
Goodwill, Ending Balance | 337,320 | 315,038 | $ 252,193 |
Retail | |||
Goodwill | |||
Goodwill, Beginning Balance | 73,376 | 61,943 | |
Acquisitions | 10,971 | 13,115 | |
Purchase Accounting Adjustments | 293 | (1,682) | |
Goodwill, Ending Balance | 84,640 | 73,376 | 61,943 |
Packaging | |||
Goodwill | |||
Goodwill, Beginning Balance | 128,541 | 87,827 | |
Acquisitions | 23,862 | 43,006 | |
Purchase Accounting Adjustments | (3,494) | (2,292) | |
Goodwill, Ending Balance | 148,909 | 128,541 | 87,827 |
Construction | |||
Goodwill | |||
Goodwill, Beginning Balance | 89,000 | 90,729 | |
Acquisitions | 4,502 | ||
Purchase Accounting Adjustments | (1,074) | (6,228) | |
Foreign Exchange, Net | (256) | (3) | |
Goodwill, Ending Balance | 87,670 | 89,000 | 90,729 |
Construction | Commercial | |||
Goodwill | |||
Impairments | (11,500) | ||
All Other | |||
Goodwill | |||
Goodwill, Beginning Balance | 24,121 | 11,694 | |
Acquisitions | 13,880 | ||
Purchase Accounting Adjustments | (4,766) | (478) | |
Impairments | (2,480) | ||
Foreign Exchange, Net | (774) | (975) | |
Goodwill, Ending Balance | $ 16,101 | $ 24,121 | $ 11,694 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Included in Other Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Finite-Lived Intangible Assets | ||
Assets | $ 201,468 | $ 148,809 |
Accumulated Amortization | (57,576) | (39,792) |
Net Value | 143,892 | 109,017 |
Non-compete agreements | ||
Finite-Lived Intangible Assets | ||
Assets | 12,577 | 8,490 |
Accumulated Amortization | (7,109) | (4,160) |
Net Value | 5,468 | 4,330 |
Customer relationships | ||
Finite-Lived Intangible Assets | ||
Assets | 141,712 | 101,158 |
Accumulated Amortization | (35,521) | (25,012) |
Net Value | 106,191 | 76,146 |
Licensing agreements | ||
Finite-Lived Intangible Assets | ||
Assets | 4,589 | 4,589 |
Accumulated Amortization | (4,589) | (4,589) |
Patents | ||
Finite-Lived Intangible Assets | ||
Assets | 1,976 | 3,221 |
Accumulated Amortization | (1,104) | (1,137) |
Net Value | 872 | 2,084 |
Tradename | ||
Finite-Lived Intangible Assets | ||
Assets | 38,826 | 30,392 |
Accumulated Amortization | (8,393) | (4,599) |
Net Value | 30,433 | 25,793 |
Software | ||
Finite-Lived Intangible Assets | ||
Assets | 1,788 | 959 |
Accumulated Amortization | (860) | (295) |
Net Value | $ 928 | $ 664 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated Useful Lives of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Non-compete agreements | |
Acquired Finite-Lived Intangible Assets | |
Weighted average amortization period | 6 years 6 months |
Customer relationships | |
Acquired Finite-Lived Intangible Assets | |
Weighted average amortization period | 10 years |
Licensing agreements | |
Acquired Finite-Lived Intangible Assets | |
Estimated useful life | 10 years |
Weighted average amortization period | 10 years |
Patents | |
Acquired Finite-Lived Intangible Assets | |
Estimated useful life | 10 years |
Weighted average amortization period | 10 years |
Tradename | |
Acquired Finite-Lived Intangible Assets | |
Weighted average amortization period | 10 years 10 months 24 days |
Software | |
Acquired Finite-Lived Intangible Assets | |
Weighted average amortization period | 3 years 2 months 12 days |
Minimum | Non-compete agreements | |
Acquired Finite-Lived Intangible Assets | |
Estimated useful life | 2 years |
Minimum | Customer relationships | |
Acquired Finite-Lived Intangible Assets | |
Estimated useful life | 5 years |
Minimum | Tradename | |
Acquired Finite-Lived Intangible Assets | |
Estimated useful life | 5 years |
Minimum | Software | |
Acquired Finite-Lived Intangible Assets | |
Estimated useful life | 3 years |
Maximum | Non-compete agreements | |
Acquired Finite-Lived Intangible Assets | |
Estimated useful life | 15 years |
Maximum | Customer relationships | |
Acquired Finite-Lived Intangible Assets | |
Estimated useful life | 15 years |
Maximum | Tradename | |
Acquired Finite-Lived Intangible Assets | |
Estimated useful life | 25 years |
Maximum | Software | |
Acquired Finite-Lived Intangible Assets | |
Estimated useful life | 5 years |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated Amortization Expense for Intangibles (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | ||
2023 | $ 18,948 | |
2024 | 18,318 | |
2025 | 17,533 | |
2026 | 16,460 | |
2027 | 15,230 | |
Thereafter | 57,403 | |
Net Value | $ 143,892 | $ 109,017 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||||||
Dec. 06, 2022 | Dec. 31, 2022 | Dec. 05, 2022 | Dec. 25, 2021 | Feb. 28, 2021 | Feb. 27, 2021 | Aug. 10, 2020 | Nov. 01, 2018 | |
Debt | ||||||||
Outstanding letters of credit | $ 59 | $ 54.2 | ||||||
Fair value of long-term debt including current portion | 242.1 | |||||||
Difference between fair value and carrying value of debt | (36.2) | |||||||
Revolving Credit Facility | ||||||||
Debt | ||||||||
Term of debt | 5 years | |||||||
Maximum borrowing capacity | $ 750 | $ 550 | $ 550 | $ 375 | $ 375 | |||
Outstanding letters of credit | 60 | |||||||
Outstanding letters of credit that can be converted to foreign currency | $ 100 | |||||||
Remaining borrowing capacity | $ 741.2 | $ 535.1 | ||||||
Revolving Credit Facility | Minimum | ||||||||
Debt | ||||||||
Facility fee (in hundredths) | 0.15% | |||||||
Revolving Credit Facility | Maximum | ||||||||
Debt | ||||||||
Facility fee (in hundredths) | 0.30% | |||||||
Series 2018 C Senior Notes | Senior Notes | ||||||||
Debt | ||||||||
Interest rate (in hundredths) | 4.20% | 4.20% | ||||||
Series 2018 D Senior Notes | Senior Notes | ||||||||
Debt | ||||||||
Interest rate (in hundredths) | 4.27% | 4.27% | ||||||
Series 2020 E Senior Notes | Senior Notes | ||||||||
Debt | ||||||||
Interest rate (in hundredths) | 3.04% | 3.04% | ||||||
Debt | $ 50 | |||||||
Series 2020 F Senior Notes | Senior Notes | ||||||||
Debt | ||||||||
Interest rate (in hundredths) | 3.08% | 3.08% | ||||||
Debt | $ 50 | |||||||
Series 2020 G Senior Notes | Senior Notes | ||||||||
Debt | ||||||||
Interest rate (in hundredths) | 3.15% | 3.15% | ||||||
Debt | $ 50 | |||||||
Series 2012 Senior Notes Tranche A | Senior Notes | ||||||||
Debt | ||||||||
Interest rate (in hundredths) | 3.89% | 3.89% | ||||||
Series 2012 Senior Notes Tranche B | Senior Notes | ||||||||
Debt | ||||||||
Interest rate (in hundredths) | 3.98% | 3.98% | ||||||
Letter of Credit | ||||||||
Debt | ||||||||
Interest rate (in hundredths) | 1.125% | |||||||
Term of debt | 1 year | |||||||
Letter of Credit | Industrial Development Revenue Bonds | ||||||||
Debt | ||||||||
Outstanding letters of credit | $ 3.3 |
DEBT - Long-term Debt Obligatio
DEBT - Long-term Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 06, 2022 | Dec. 05, 2022 | Dec. 25, 2021 | Feb. 28, 2021 | Feb. 27, 2021 | Aug. 10, 2020 | Nov. 01, 2018 |
Debt | ||||||||
Total | $ 278,330 | $ 320,362 | ||||||
Less current portion | (2,942) | (42,683) | ||||||
Less debt issuance costs | (234) | (112) | ||||||
Long-term portion | 275,154 | 277,567 | ||||||
Finance Leases and Foreign Affiliate Debt | ||||||||
Debt | ||||||||
Total | 4,565 | 5,544 | ||||||
Senior Notes | Series 2020 E Senior Notes | ||||||||
Debt | ||||||||
Total | $ 50,000 | 50,000 | ||||||
Interest rate (in hundredths) | 3.04% | 3.04% | ||||||
Senior Notes | Series 2020 F Senior Notes | ||||||||
Debt | ||||||||
Total | $ 50,000 | 50,000 | ||||||
Interest rate (in hundredths) | 3.08% | 3.08% | ||||||
Senior Notes | Series 2020 G Senior Notes | ||||||||
Debt | ||||||||
Total | $ 50,000 | 50,000 | ||||||
Interest rate (in hundredths) | 3.15% | 3.15% | ||||||
Senior Notes | Series 2018 C Senior Notes | ||||||||
Debt | ||||||||
Total | $ 40,000 | $ 40,000 | ||||||
Interest rate (in hundredths) | 4.20% | 4.20% | ||||||
Senior Notes | Series 2018 D Senior Notes | ||||||||
Debt | ||||||||
Total | $ 35,000 | $ 35,000 | ||||||
Interest rate (in hundredths) | 4.27% | 4.27% | ||||||
Senior Notes | Series 2012 Senior Notes Tranche A | ||||||||
Debt | ||||||||
Total | $ 35,000 | |||||||
Interest rate (in hundredths) | 3.89% | 3.89% | ||||||
Senior Notes | Series 2012 Senior Notes Tranche B | ||||||||
Debt | ||||||||
Total | $ 40,000 | $ 40,000 | ||||||
Interest rate (in hundredths) | 3.98% | 3.98% | ||||||
Revolving Credit Facility | ||||||||
Debt | ||||||||
Maximum borrowing capacity | $ 750,000 | $ 550,000 | $ 550,000 | $ 375,000 | $ 375,000 | |||
Revolving Credit Facility | Domestic and Foreign Borrowings | ||||||||
Debt | ||||||||
Total | $ 5,500 | $ 7,800 | ||||||
Revolving Credit Facility | Foreign Affiliate Debt | ||||||||
Debt | ||||||||
Total | $ 5,465 | $ 7,818 | ||||||
Interest rate at period end (in hundredths) | 4.13% | |||||||
Interest rate (in hundredths) | 1.06% | |||||||
Corporate Debt Securities | Series 1999 Industrial Development Revenue Bonds | ||||||||
Debt | ||||||||
Total | $ 3,300 | $ 3,300 | ||||||
Interest rate at period end (in hundredths) | 1.04% | 0.14% | ||||||
Corporate Debt Securities | Series 2002 Industrial Development Revenue Bonds | ||||||||
Debt | ||||||||
Total | $ 3,700 | |||||||
Interest rate at period end (in hundredths) | 0.18% |
DEBT - Principal Maturities of
DEBT - Principal Maturities of Long-Term Debt and Capital Lease Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Principal Maturities | |
2023 | $ 2,942 |
2024 | 40,817 |
2025 | 132 |
2026 | 136 |
2027 | 5,614 |
Thereafter | 228,689 |
Total | $ 278,330 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Leases | |||
Retained earnings | $ 2,217,410 | $ 1,678,121 | |
Right-of-use assets | 107,517 | 96,703 | |
Operating lease liability | $ 110,996 | ||
Lessee, Operating Lease, Existence of Option to Extend | true | ||
Rent expense | $ 48,200 | $ 40,100 | $ 28,400 |
Operating lease weighted average remaining term | 6 years 9 months 10 days | 7 years 3 months 29 days | |
Operating lease weighted average discount rate | 3.70% | 2.87% | |
Lease costs | |||
Operating lease cost | $ 32,458 | $ 30,054 | |
Short-term lease cost | 10,490 | 5,264 | |
Variable lease cost | 5,291 | 4,761 | |
Sublease Income | 2,876 | 3,109 | |
Total lease cost | 45,363 | 36,970 | |
Cash paid - operation leases | 30,200 | 27,400 | |
Right-of-use assets obtained in exchange for new operating leases | 32,000 | $ 46,700 | |
Future minimum payments | |||
2023 | 29,501 | ||
2024 | 25,246 | ||
2025 | 21,929 | ||
2026 | 19,287 | ||
2027 | 13,542 | ||
Thereafter | 22,700 | ||
Total minimum lease payments | 132,205 | ||
Less present value discount | (21,209) | ||
Total lease liability | $ 110,996 | ||
Minimum | |||
Leases | |||
Length of lease (in years) | 1 year | ||
Renewal options of lease | 5 years | ||
Minimum | Motor vehicles | |||
Leases | |||
Length of lease (in years) | 1 year | ||
Minimum | Equipment | |||
Leases | |||
Length of lease (in years) | 1 year | ||
Minimum | Aircraft | |||
Leases | |||
Length of lease (in years) | 1 year | ||
Maximum | |||
Leases | |||
Length of lease (in years) | 10 years | ||
Renewal options of lease | 15 years | ||
Maximum | Motor vehicles | |||
Leases | |||
Length of lease (in years) | 10 years | ||
Maximum | Equipment | |||
Leases | |||
Length of lease (in years) | 10 years | ||
Maximum | Aircraft | |||
Leases | |||
Length of lease (in years) | 10 years |
DEFERRED COMPENSATION (Details)
DEFERRED COMPENSATION (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 25, 2021 |
Deferred compensation | ||
Deferred compensation liability | $ 0.1 | $ 0.2 |
Liabilities related to Plan | 50.4 | 42.1 |
Other Assets | ||
Deferred compensation | ||
Investment in life insurance contracts | 11.6 | 12.7 |
Assets held by the Plan | $ 0.5 | $ 0.7 |
COMMON STOCK (Details)
COMMON STOCK (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | Feb. 03, 2023 | |
Common stock | ||||
Granted (in shares) | 815,874 | 560,516 | 348,016 | |
Share-based compensation expense | $ 28.2 | $ 11.2 | $ 4 | |
Income tax benefit from share-based compensation | 6.9 | 2.7 | 1 | |
Cash received from option exercises and share issuances under plans | $ 2.8 | $ 2.1 | $ 1.4 | |
Stock Repurchase Program [Abstract] | ||||
Repurchase of shares (in shares) | 1,246,616 | 0 | 756,397 | |
Subsequent Event | ||||
Stock Repurchase Program [Abstract] | ||||
Additional shares authorized for repurchase (in shares) | 2,000,000 | |||
Cumulative total authorized shares available for repurchase (in shares) | 2,000,000 | |||
Stock Purchase Plan | ||||
Common stock | ||||
Discount rate from fair market value on purchase date (in hundredths) | 85% | |||
Stock Retainer Plan | ||||
Common stock | ||||
Multiplier of retainer fee (in hundredths) | 110% | |||
Stock Retainer Plan expense | $ 2 | $ 1.7 | $ 1.8 | |
Stock Options | ||||
Common stock | ||||
Unrecognized compensation expense of stock options | 0 | 0 | $ 0 | |
Bonus Awards | ||||
Common stock | ||||
Amount of grants | $ 54 | |||
Granted (in shares) | 625,658 | |||
Share-based compensation expense | $ 13.8 | $ 11.5 | ||
Bonus Awards | Awards with three year vesting | ||||
Common stock | ||||
Vesting period (in years) | 3 years | |||
Bonus Awards | Awards with five year vesting | ||||
Common stock | ||||
Vesting period (in years) | 5 years | |||
Bonus Awards | Awards with eight year vesting | ||||
Common stock | ||||
Vesting period (in years) | 8 years | |||
Performance Shares | ||||
Common stock | ||||
Amount of grants | $ 2.3 | |||
Granted (in shares) | 26,360 | |||
Vesting period (in years) | 3 years | |||
Sales Incentive Awards | ||||
Common stock | ||||
Amount of grants | $ 10.5 | |||
Granted (in shares) | 122,022 | |||
Vesting period (in years) | 5 years | |||
Share-based compensation expense | $ 0.9 |
COMMON STOCK - Common Stock Iss
COMMON STOCK - Common Stock Issuances (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Common Stock | |||
Common stock issued, net of forfeitures | 805,562 | 546,235 | 390,720 |
Repurchase of common stock (in shares) | 1,246,616 | 0 | 756,397 |
Stock Purchase Plan | |||
Common Stock | |||
Common stock issued | 44,000 | 33,000 | |
Average Share Price | |||
Common stock issued (dollars per share) | $ 73.45 | $ 75.18 | |
Stock Gift Program | |||
Common Stock | |||
Common stock issued | 2,000 | 2,000 | |
Average Share Price | |||
Common stock issued (dollars per share) | $ 78.23 | $ 78.37 | |
Stock Retainer Plan | |||
Common Stock | |||
Common stock issued | 4,000 | 5,000 | |
Average Share Price | |||
Common stock issued (dollars per share) | $ 79.98 | $ 72.66 | |
Bonus Plan | |||
Common Stock | |||
Common stock issued | 755,000 | 487,000 | |
Average Share Price | |||
Common stock issued (dollars per share) | $ 82.73 | $ 59.56 | |
Executive Stock Grants Plan | |||
Common Stock | |||
Common stock issued | 62,000 | 77,000 | |
Average Share Price | |||
Common stock issued (dollars per share) | $ 82.87 | $ 60.24 | |
Deferred Compensation Plans | |||
Common Stock | |||
Common stock issued | 113,000 | 117,000 | |
Average Share Price | |||
Common stock issued (dollars per share) | $ 81.86 | $ 64.14 | |
Stock grant programs | |||
Common Stock | |||
Common stock issued, net of forfeitures | 806,000 | 547,000 | |
Forfeitures | (17,000) | (24,000) | |
Average Share Price | |||
Common stock issued (dollars per share) | $ 82.71 | $ 59.84 |
COMMON STOCK - Nonvested Restri
COMMON STOCK - Nonvested Restricted Shares Awards (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Restricted Awards | ||||
Nonvested, beginning balance (in shares) | 1,627,032 | 1,363,794 | 1,202,895 | |
Granted (in shares) | 815,874 | 560,516 | 348,016 | |
Vested (in shares) | (286,661) | (274,271) | (177,790) | |
Forfeited (in shares) | (17,990) | (23,007) | (9,327) | |
Nonvested, ending balance (in shares) | 2,138,255 | 1,627,032 | 1,363,794 | 1,202,895 |
Weighted Average Grant Date Fair Value | ||||
Nonvested, beginning balance (in dollars per share) | $ 45.23 | $ 35.14 | $ 29.68 | |
Granted (in dollars per share) | 79.97 | 60.24 | 47.60 | |
Vested (in dollars per share) | 34 | 26.50 | 22.69 | |
Forfeited (in dollars per share) | 54.07 | 39.68 | 33.46 | |
Nonvested, ending balance (in dollars per share) | $ 58.70 | $ 45.23 | $ 35.14 | $ 29.68 |
Unrecognized Compensation Expense | ||||
Nonvested restricted awards, unrecognized compensation expense | $ 51.4 | $ 6.6 | $ 6.3 | $ 7.9 |
Nonvested restricted awards, weighted-average period to recognize expense | 3 years 8 months 26 days | 5 months 4 days | 7 months 13 days | 10 months 9 days |
RETIREMENT PLANS (Details)
RETIREMENT PLANS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, percent (in hundredths) | 25% | 25% | 25% |
Defined contribution plan, cost recognized | $ 11.7 | $ 9.2 | $ 7.2 |
Additional matching contributions | $ 4.6 | 3.7 | $ 2.9 |
Maximum annual contribution per employee (in hundredths) | 6% | ||
Number of years of service with the Company | 20 years | ||
Number of years of service with the Company as on officer | 10 years | ||
Other Liabilities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Liabilities related to Plan | $ 14.8 | $ 13.1 |
INCOME TAXES - Components of Ea
INCOME TAXES - Components of Earnings before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Components of earnings before income taxes [Abstract] | |||
U.S. | $ 876,071 | $ 645,316 | $ 308,167 |
Foreign | 58,745 | 81,020 | 32,816 |
Total. | $ 934,816 | $ 726,336 | $ 340,983 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Currently Payable: | |||
Federal | $ 181,029 | $ 115,077 | $ 59,055 |
State and local | 44,646 | 30,441 | 16,709 |
Foreign | 17,336 | 21,095 | 8,601 |
Total current payable | 243,011 | 166,613 | 84,365 |
Net Deferred: | |||
Federal | (8,561) | 6,242 | 2,292 |
State and local | (3,657) | 118 | (1,518) |
Foreign | (941) | 999 | 1,962 |
Total net deferred | (13,159) | 7,359 | 2,736 |
Income Tax Expense (Benefit), Total | $ 229,852 | $ 173,972 | $ 87,101 |
INCOME TAXES - Components of De
INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Deferred Tax Assets | ||
Employee benefits | $ 37,893 | $ 27,543 |
Lease liability | 28,746 | 24,627 |
Net operating loss carryforwards | 6,891 | 5,502 |
Foreign subsidiary capital loss carryforward | 500 | 527 |
Other tax credits | 102 | 450 |
Inventory | 3,732 | 2,007 |
Reserves on receivables | 3,273 | 1,446 |
Accrued expenses | 6,791 | 5,735 |
Other, net | 10,378 | 5,233 |
Gross deferred income tax assets | 98,306 | 73,070 |
Valuation allowance | (4,618) | (3,952) |
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent, Total | 93,688 | 69,118 |
Deferred Tax Liabilities | ||
Depreciation | (69,711) | (64,387) |
Intangibles | (43,643) | (38,367) |
Right of use assets | (27,849) | (23,866) |
Deferred income tax liabilities | (141,203) | (126,620) |
Net deferred income tax liability | $ (47,515) | $ (57,502) |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Effective income tax rate reconciliation | |||
Statutory federal income tax rate | 21% | 21% | 21% |
State and local taxes (net of federal benefits) | 3.40% | 3.30% | 3.40% |
Tax credits, including foreign tax credit | (0.80%) | (0.60%) | (0.90%) |
Change in uncertain tax positions reserve | (0.10%) | (0.10%) | (0.10%) |
Other permanent differences | 0.10% | (0.40%) | 0.60% |
Other, net | 1% | 0.70% | 1.50% |
Effective income tax rate | 24.60% | 23.90% | 25.50% |
INCOME TAXES - NOL and Credit C
INCOME TAXES - NOL and Credit Carryforwards (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Loss and Credit Carryforwards | |
Valuation allowance - NOL carryforwards | $ 4,100 |
Domestic Tax Authority | |
Operating Loss and Credit Carryforwards | |
Net Operating Losses | 499 |
Domestic Tax Authority | 2038 - 2042 | |
Operating Loss and Credit Carryforwards | |
Net Operating Losses | 499 |
State | |
Operating Loss and Credit Carryforwards | |
Net Operating Losses | 3,772 |
Tax Credits | 102 |
State | 2023 - 2027 | |
Operating Loss and Credit Carryforwards | |
Net Operating Losses | 42 |
State | 2028 - 2032 | |
Operating Loss and Credit Carryforwards | |
Net Operating Losses | 230 |
State | 2033 - 2037 | |
Operating Loss and Credit Carryforwards | |
Net Operating Losses | 1,696 |
Tax Credits | 102 |
State | 2038 - 2042 | |
Operating Loss and Credit Carryforwards | |
Net Operating Losses | 1,804 |
Foreign Country | |
Operating Loss and Credit Carryforwards | |
Net Operating Losses | 2,618 |
Foreign Country | 2023 - 2027 | |
Operating Loss and Credit Carryforwards | |
Net Operating Losses | 363 |
Foreign Country | 2028 - 2032 | |
Operating Loss and Credit Carryforwards | |
Net Operating Losses | 1,406 |
Foreign Country | 2033 - 2037 | |
Operating Loss and Credit Carryforwards | |
Net Operating Losses | 255 |
Foreign Country | Thereafter | |
Operating Loss and Credit Carryforwards | |
Net Operating Losses | 594 |
Federal, state and foreign | |
Operating Loss and Credit Carryforwards | |
Net Operating Losses | 6,900 |
Capital Loss Carryforward | |
Operating Loss and Credit Carryforwards | |
Valuation allowance - NOL carryforwards | 100 |
Wholly-owned subsidiary | Capital Loss Carryforward | |
Operating Loss and Credit Carryforwards | |
Valuation allowance - NOL carryforwards | $ 500 |
ACCOUNTING FOR UNCERTAINTY IN_3
ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Reconciliation of beginning and ending amount of unrecognized tax benefits [Roll Forward] | |||
Gross unrecognized tax benefits beginning of year | $ 3,603 | $ 3,892 | $ 4,166 |
Increase in tax positions for prior years | 437 | ||
Decrease in tax positions for prior years | (216) | (82) | |
Increase in tax positions for current year | 764 | 839 | 730 |
Lapse in statute of limitations | (934) | (1,565) | (922) |
Gross unrecognized tax benefits end of year | 3,217 | 3,603 | $ 3,892 |
Income tax penalties and interest accrued | 300 | $ 500 | |
Increase in unrecognized tax benefits is reasonably possible | $ 1,200 |
COMMITMENTS, CONTINGENCIES, A_2
COMMITMENTS, CONTINGENCIES, AND GUARANTEES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Long-term commitment | ||
Outstanding purchase commitments on capital projects | $ 63.2 | |
Surety Bonds and Letters of Credit | ||
Outstanding letters of credit | 59 | $ 54.2 |
Open Projects | ||
Surety Bonds and Letters of Credit | ||
Payment and performance bonds outstanding | 15.2 | |
Completed Projects | ||
Surety Bonds and Letters of Credit | ||
Payment and performance bonds outstanding | 30.9 | |
Insurance Contracts | ||
Surety Bonds and Letters of Credit | ||
Outstanding letters of credit | 51.9 | |
Revenue Bonds | ||
Surety Bonds and Letters of Credit | ||
Outstanding letters of credit | $ 7.1 |
SEGMENT REPORTING - NARRATIVE (
SEGMENT REPORTING - NARRATIVE (Details) - Total Sales - Customer Concentration - customer | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Two Customers | |||
Concentration risk | |||
Number of customers | 2 | ||
Home Depot | |||
Concentration risk | |||
Percent of sales | 15% | 16% | 24% |
Lowes | |||
Concentration risk | |||
Percent of sales | 11% | 10% | 4% |
SEGMENT REPORTING - Information
SEGMENT REPORTING - Information By Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | Dec. 25, 2021 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Segment Reporting | |||||||||||
Net sales | $ 1,913,697 | $ 2,322,855 | $ 2,900,874 | $ 2,489,313 | $ 2,016,805 | $ 2,093,784 | $ 2,700,541 | $ 1,825,004 | $ 9,626,739 | $ 8,636,134 | $ 5,153,998 |
Interest expense | 13,910 | 13,814 | 9,311 | ||||||||
Amortization expense | 19,499 | 13,948 | 8,716 | ||||||||
Depreciation | 94,063 | 84,184 | 63,964 | ||||||||
Segment earnings before income taxes | 934,816 | 726,336 | 340,983 | ||||||||
Segment assets | 3,672,073 | 3,245,271 | 3,672,073 | 3,245,271 | 2,404,891 | ||||||
Capital expenditures | 174,124 | 151,166 | 89,182 | ||||||||
Intersegment net sales | |||||||||||
Segment Reporting | |||||||||||
Net sales | (1,003,078) | (838,254) | (540,039) | ||||||||
Corporate | |||||||||||
Segment Reporting | |||||||||||
Net sales | 5,940 | 8,748 | 1,981 | ||||||||
Interest expense | 15,045 | 13,519 | 9,197 | ||||||||
Amortization expense | 514 | 214 | 46 | ||||||||
Depreciation | 27,618 | 25,765 | 23,384 | ||||||||
Segment earnings before income taxes | (2,695) | (8,555) | (5,236) | ||||||||
Segment assets | 875,253 | 579,890 | 875,253 | 579,890 | 770,112 | ||||||
Capital expenditures | 5,054 | 40,622 | 32,604 | ||||||||
Retail | Operating Segments | |||||||||||
Segment Reporting | |||||||||||
Net sales | 3,650,639 | 3,418,337 | 2,167,122 | ||||||||
Interest expense | 177 | 98 | 2 | ||||||||
Amortization expense | 4,131 | 2,780 | 1,482 | ||||||||
Depreciation | 19,898 | 16,955 | 11,675 | ||||||||
Segment earnings before income taxes | 150,165 | 124,790 | 155,364 | ||||||||
Segment assets | 889,417 | 844,189 | 889,417 | 844,189 | 510,464 | ||||||
Capital expenditures | 55,806 | 40,408 | 16,277 | ||||||||
Retail | Intersegment net sales | |||||||||||
Segment Reporting | |||||||||||
Net sales | 392,740 | 214,400 | 142,839 | ||||||||
Packaging | Operating Segments | |||||||||||
Segment Reporting | |||||||||||
Net sales | 2,394,681 | 2,148,142 | 1,072,117 | ||||||||
Interest expense | (2) | 12 | 22 | ||||||||
Amortization expense | 6,925 | 6,093 | 4,159 | ||||||||
Depreciation | 28,191 | 26,219 | 15,163 | ||||||||
Segment earnings before income taxes | 333,087 | 264,958 | 83,430 | ||||||||
Segment assets | 885,878 | 741,672 | 885,878 | 741,672 | 416,487 | ||||||
Capital expenditures | 55,129 | 42,652 | 21,141 | ||||||||
Packaging | Intersegment net sales | |||||||||||
Segment Reporting | |||||||||||
Net sales | 78,409 | 85,954 | 45,217 | ||||||||
Construction | Operating Segments | |||||||||||
Segment Reporting | |||||||||||
Net sales | 3,143,868 | 2,698,434 | 1,695,684 | ||||||||
Interest expense | 1 | ||||||||||
Amortization expense | 3,358 | 3,525 | 2,152 | ||||||||
Depreciation | 15,364 | 13,151 | 12,123 | ||||||||
Segment earnings before income taxes | 397,446 | 264,238 | 69,092 | ||||||||
Segment assets | 712,837 | 736,157 | 712,837 | 736,157 | 510,972 | ||||||
Capital expenditures | 54,167 | 22,344 | 16,902 | ||||||||
Construction | Intersegment net sales | |||||||||||
Segment Reporting | |||||||||||
Net sales | 110,523 | 82,026 | 68,294 | ||||||||
All Other | Operating Segments | |||||||||||
Segment Reporting | |||||||||||
Net sales | 431,611 | 362,473 | 217,094 | ||||||||
Interest expense | (1,310) | 184 | 90 | ||||||||
Amortization expense | 4,571 | 1,336 | 877 | ||||||||
Depreciation | 2,992 | 2,094 | 1,619 | ||||||||
Segment earnings before income taxes | 56,813 | 80,905 | 38,333 | ||||||||
Segment assets | $ 308,688 | $ 343,363 | 308,688 | 343,363 | 196,856 | ||||||
Capital expenditures | 3,968 | 5,140 | 2,258 | ||||||||
All Other | Intersegment net sales | |||||||||||
Segment Reporting | |||||||||||
Net sales | $ 421,406 | $ 455,874 | $ 283,689 |
SEGMENT REPORTING - Informati_2
SEGMENT REPORTING - Information Regarding Principal Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | Dec. 25, 2021 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Revenues and Long-Lived Assets | |||||||||||
Net sales | $ 1,913,697 | $ 2,322,855 | $ 2,900,874 | $ 2,489,313 | $ 2,016,805 | $ 2,093,784 | $ 2,700,541 | $ 1,825,004 | $ 9,626,739 | $ 8,636,134 | $ 5,153,998 |
Long-Lived Tangible Assets | 897,761 | 734,630 | 897,761 | 734,630 | 514,705 | ||||||
United States | |||||||||||
Revenues and Long-Lived Assets | |||||||||||
Net sales | 9,254,676 | 8,395,737 | 5,022,014 | ||||||||
Long-Lived Tangible Assets | 770,921 | 679,757 | 770,921 | 679,757 | 478,325 | ||||||
Foreign | |||||||||||
Revenues and Long-Lived Assets | |||||||||||
Net sales | 372,063 | 240,397 | 131,984 | ||||||||
Long-Lived Tangible Assets | $ 126,840 | $ 54,873 | $ 126,840 | $ 54,873 | $ 36,380 |
SEGMENT REPORTING - Gross Sales
SEGMENT REPORTING - Gross Sales by Major Product Classification (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | Dec. 25, 2021 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Revenue | |||||||||||
Net sales | $ 1,913,697 | $ 2,322,855 | $ 2,900,874 | $ 2,489,313 | $ 2,016,805 | $ 2,093,784 | $ 2,700,541 | $ 1,825,004 | $ 9,626,739 | $ 8,636,134 | $ 5,153,998 |
Value-Added | |||||||||||
Revenue | |||||||||||
Portion of total net sales (as a percent) | 63.40% | 59.70% | 63.40% | 59.70% | 64.30% | ||||||
Commodity-Based Sales | |||||||||||
Revenue | |||||||||||
Portion of total net sales (as a percent) | 36.60% | 40.30% | 36.60% | 40.30% | 35.70% | ||||||
Intersegment net sales | |||||||||||
Revenue | |||||||||||
Net sales | $ (1,003,078) | $ (838,254) | $ (540,039) | ||||||||
Corporate | |||||||||||
Revenue | |||||||||||
Net sales | $ 5,940 | $ 8,748 | $ 1,981 | ||||||||
Corporate | Value-Added | |||||||||||
Revenue | |||||||||||
Portion of total net sales (as a percent) | 44.30% | 67.90% | 44.30% | 67.90% | 100% | ||||||
Corporate | Commodity-Based Sales | |||||||||||
Revenue | |||||||||||
Portion of total net sales (as a percent) | 55.70% | 32.10% | 55.70% | 32.10% | 0% | ||||||
Retail | Value-Added | |||||||||||
Revenue | |||||||||||
Portion of total net sales (as a percent) | 44.90% | 43.20% | 44.90% | 43.20% | 53.80% | ||||||
Retail | Commodity-Based Sales | |||||||||||
Revenue | |||||||||||
Portion of total net sales (as a percent) | 55.10% | 56.80% | 55.10% | 56.80% | 46.20% | ||||||
Retail | Operating Segments | |||||||||||
Revenue | |||||||||||
Net sales | $ 3,650,639 | $ 3,418,337 | $ 2,167,122 | ||||||||
Retail | Operating Segments | Deckorators | |||||||||||
Revenue | |||||||||||
Net sales | 326,011 | 248,765 | 219,930 | ||||||||
Retail | Operating Segments | Prowood and Outdoor Essentials | |||||||||||
Revenue | |||||||||||
Net sales | 2,228,509 | 2,239,711 | 1,828,489 | ||||||||
Retail | Operating Segments | Sunbelt | |||||||||||
Revenue | |||||||||||
Net sales | 924,441 | 773,909 | |||||||||
Retail | Operating Segments | UFP Edge | |||||||||||
Revenue | |||||||||||
Net sales | 168,190 | 148,927 | 114,987 | ||||||||
Retail | Operating Segments | Other Retail | |||||||||||
Revenue | |||||||||||
Net sales | 3,488 | 7,025 | 3,716 | ||||||||
Retail | Intersegment net sales | |||||||||||
Revenue | |||||||||||
Net sales | $ 392,740 | $ 214,400 | $ 142,839 | ||||||||
Packaging | Value-Added | |||||||||||
Revenue | |||||||||||
Portion of total net sales (as a percent) | 72% | 67.70% | 72% | 67.70% | 64.70% | ||||||
Packaging | Commodity-Based Sales | |||||||||||
Revenue | |||||||||||
Portion of total net sales (as a percent) | 28% | 32.30% | 28% | 32.30% | 35.30% | ||||||
Packaging | Operating Segments | |||||||||||
Revenue | |||||||||||
Net sales | $ 2,394,681 | $ 2,148,142 | $ 1,072,117 | ||||||||
Packaging | Operating Segments | North packaging | |||||||||||
Revenue | |||||||||||
Net sales | 646,278 | 615,092 | 385,132 | ||||||||
Packaging | Operating Segments | Southeast packaging | |||||||||||
Revenue | |||||||||||
Net sales | 445,203 | 395,069 | 229,316 | ||||||||
Packaging | Operating Segments | Southwest packaging | |||||||||||
Revenue | |||||||||||
Net sales | 468,274 | 400,515 | 238,643 | ||||||||
Packaging | Operating Segments | West packaging | |||||||||||
Revenue | |||||||||||
Net sales | 379,038 | 363,300 | 206,022 | ||||||||
Packaging | Operating Segments | PalletOne | |||||||||||
Revenue | |||||||||||
Net sales | 399,356 | 355,347 | |||||||||
Packaging | Operating Segments | Protective Packaging | |||||||||||
Revenue | |||||||||||
Net sales | 56,532 | 18,819 | 13,004 | ||||||||
Packaging | Intersegment net sales | |||||||||||
Revenue | |||||||||||
Net sales | $ 78,409 | $ 85,954 | $ 45,217 | ||||||||
Construction | Value-Added | |||||||||||
Revenue | |||||||||||
Portion of total net sales (as a percent) | 77.20% | 73% | 77.20% | 73% | 76.30% | ||||||
Construction | Commodity-Based Sales | |||||||||||
Revenue | |||||||||||
Portion of total net sales (as a percent) | 22.80% | 27% | 22.80% | 27% | 23.70% | ||||||
Construction | Operating Segments | |||||||||||
Revenue | |||||||||||
Net sales | $ 3,143,868 | $ 2,698,434 | $ 1,695,684 | ||||||||
Construction | Operating Segments | Factory Built | |||||||||||
Revenue | |||||||||||
Net sales | 1,181,837 | 1,098,905 | 597,017 | ||||||||
Construction | Operating Segments | Site Built | |||||||||||
Revenue | |||||||||||
Net sales | 1,361,607 | 1,190,393 | 725,899 | ||||||||
Construction | Operating Segments | Commercial | |||||||||||
Revenue | |||||||||||
Net sales | 336,298 | 259,360 | 221,988 | ||||||||
Construction | Operating Segments | Concrete Forming | |||||||||||
Revenue | |||||||||||
Net sales | 264,126 | 149,776 | 150,780 | ||||||||
Construction | Intersegment net sales | |||||||||||
Revenue | |||||||||||
Net sales | $ 110,523 | $ 82,026 | $ 68,294 | ||||||||
All Other | Value-Added | |||||||||||
Revenue | |||||||||||
Portion of total net sales (as a percent) | 76.30% | 74.70% | 76.30% | 74.70% | 76% | ||||||
All Other | Commodity-Based Sales | |||||||||||
Revenue | |||||||||||
Portion of total net sales (as a percent) | 23.70% | 25.30% | 23.70% | 25.30% | 24% | ||||||
All Other | Operating Segments | |||||||||||
Revenue | |||||||||||
Net sales | $ 431,611 | $ 362,473 | $ 217,094 | ||||||||
All Other | Intersegment net sales | |||||||||||
Revenue | |||||||||||
Net sales | $ 421,406 | $ 455,874 | $ 283,689 |
QUARTERLY FINANCIAL INFORMATI_3
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | Dec. 25, 2021 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Length of fiscal year | 371 days | 364 days | 364 days | ||||||||
NET SALES | $ 1,913,697 | $ 2,322,855 | $ 2,900,874 | $ 2,489,313 | $ 2,016,805 | $ 2,093,784 | $ 2,700,541 | $ 1,825,004 | $ 9,626,739 | $ 8,636,134 | $ 5,153,998 |
Gross profit | 357,470 | 450,176 | 503,452 | 478,363 | 371,564 | 327,555 | 421,294 | 286,554 | 1,789,461 | 1,406,967 | 800,296 |
NET EARNINGS | 131,879 | 172,101 | 207,853 | 193,131 | 147,006 | 125,747 | 175,360 | 104,251 | 704,964 | 552,364 | 253,882 |
Net earnings attributable to controlling interest | $ 132,589 | $ 167,241 | $ 203,118 | $ 189,703 | $ 137,906 | $ 121,041 | $ 173,382 | $ 103,311 | $ 692,651 | $ 535,640 | $ 246,778 |
EARNINGS PER SHARE - BASIC (USD per share) | $ 2.12 | $ 2.68 | $ 3.24 | $ 3.01 | $ 2.21 | $ 1.94 | $ 2.79 | $ 1.67 | $ 11.05 | $ 8.61 | $ 4 |
EARNINGS PER SHARE - DILUTED (USD per share) | $ 2.10 | $ 2.66 | $ 3.23 | $ 3 | $ 2.21 | $ 1.94 | $ 2.78 | $ 1.67 | $ 10.97 | $ 8.59 | $ 4 |