Document and Entity Information
Document and Entity Information | 3 Months Ended |
Apr. 01, 2023 shares | |
Document and Entity Information | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Apr. 01, 2023 |
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 NE |
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, no 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) | 62,095,570 |
Current Fiscal Year End Date | --12-30 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q1 |
Entity Central Index Key | 0000912767 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 | Mar. 26, 2022 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 423,299 | $ 559,397 | $ 73,783 |
Restricted cash | 761 | 226 | 729 |
Investments | 37,534 | 36,013 | 35,465 |
Accounts receivable, net | 809,389 | 617,604 | 1,095,362 |
Inventories: | |||
Raw materials | 425,835 | 398,798 | 576,023 |
Finished goods | 534,503 | 574,429 | 654,328 |
Total inventories | 960,338 | 973,227 | 1,230,351 |
Refundable income taxes | 33,126 | ||
Other current assets | 35,692 | 42,520 | 36,727 |
TOTAL CURRENT ASSETS | 2,267,013 | 2,262,113 | 2,472,417 |
DEFERRED INCOME TAXES | 4,194 | 3,750 | 3,590 |
RESTRICTED INVESTMENTS | 22,267 | 19,898 | 19,390 |
RIGHT OF USE ASSETS | 116,564 | 107,517 | 99,914 |
OTHER ASSETS | 99,516 | 101,262 | 32,544 |
GOODWILL | 337,467 | 337,320 | 317,631 |
INDEFINITE-LIVED INTANGIBLE ASSETS | 7,336 | 7,339 | 7,396 |
OTHER INTANGIBLE ASSETS, NET | 142,277 | 143,892 | 120,205 |
PROPERTY, PLANT AND EQUIPMENT: | |||
Property, plant and equipment | 1,408,360 | 1,379,968 | 1,244,070 |
Less accumulated depreciation and amortization | (708,205) | (690,986) | (643,191) |
PROPERTY, PLANT AND EQUIPMENT, NET | 700,155 | 688,982 | 600,879 |
TOTAL ASSETS | 3,696,789 | 3,672,073 | 3,673,966 |
CURRENT LIABILITIES: | |||
Cash overdraft | 61,711 | ||
Accounts payable | 277,989 | 206,941 | 425,956 |
Accrued liabilities: | |||
Compensation and benefits | 142,603 | 296,120 | 189,509 |
Income taxes | 1,855 | 54,682 | |
Other | 77,054 | 80,255 | 102,434 |
Current portion of lease liability | 27,838 | 25,577 | 26,015 |
Current portion of long-term debt | 3,020 | 2,942 | 42,895 |
TOTAL CURRENT LIABILITIES | 530,359 | 611,835 | 903,202 |
LONG-TERM DEBT | 275,002 | 275,154 | 379,015 |
LEASE LIABILITY | 92,182 | 85,419 | 76,969 |
DEFERRED INCOME TAXES | 51,254 | 51,265 | 61,278 |
OTHER LIABILITIES | 35,550 | 44,697 | 35,330 |
TOTAL LIABILITIES | 984,347 | 1,068,370 | 1,455,794 |
TEMPORARY EQUITY: | |||
Redeemable noncontrolling interest | 6,801 | 6,880 | |
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, 62,095,570, 61,618,193 and 62,734,161 | 62,096 | 61,618 | 62,734 |
Additional paid-in capital | 325,730 | 294,029 | 266,544 |
Retained earnings | 2,293,025 | 2,217,410 | 1,851,784 |
Accumulated other comprehensive loss | (5,074) | (9,075) | (3,170) |
Total controlling interest shareholders' equity | 2,675,777 | 2,563,982 | 2,177,892 |
Noncontrolling interest | 29,864 | 32,841 | 40,280 |
TOTAL SHAREHOLDERS' EQUITY | 2,705,641 | 2,596,823 | 2,218,172 |
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY | $ 3,696,789 | $ 3,672,073 | $ 3,673,966 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 01, 2023 | Dec. 31, 2022 | Mar. 26, 2022 |
SHAREHOLDERS' EQUITY: | |||
Preferred stock, no par value (in dollars per share) | $ 0 | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 1 | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 160,000,000 | 160,000,000 | 160,000,000 |
Common stock, shares issued (in shares) | 62,095,570 | 61,618,193 | 62,734,161 |
Common stock, shares outstanding (in shares) | 62,095,570 | 61,618,193 | 62,734,161 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Mar. 26, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME | ||
NET SALES | $ 1,822,476 | $ 2,489,313 |
COST OF GOODS SOLD | 1,464,147 | 2,010,950 |
GROSS PROFIT | 358,329 | 478,363 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 194,683 | 220,150 |
OTHER LOSSES (GAINS), NET | 1,938 | (812) |
EARNINGS FROM OPERATIONS | 161,708 | 259,025 |
INTEREST EXPENSE | 3,118 | 3,302 |
INTEREST AND INVESTMENT (INCOME) LOSS | (6,547) | 1,093 |
EQUITY IN LOSS OF INVESTEE | 588 | 515 |
NON-OPERATING EXPENSE | (2,841) | 4,910 |
EARNINGS BEFORE INCOME TAXES | 164,549 | 254,115 |
INCOME TAXES | 38,971 | 60,984 |
NET EARNINGS | 125,578 | 193,131 |
NET LOSS (EARNINGS) ATTRIBUTABLE TO NONCONTROLLING INTEREST | 491 | (3,428) |
NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST | $ 126,069 | $ 189,703 |
EARNINGS PER SHARE - BASIC (USD per share) | $ 2.01 | $ 3.01 |
EARNINGS PER SHARE - DILUTED (USD per share) | $ 1.98 | $ 3 |
OTHER COMPREHENSIVE INCOME: | ||
NET EARNINGS | $ 125,578 | $ 193,131 |
OTHER COMPREHENSIVE INCOME | 6,252 | 3,184 |
COMPREHENSIVE INCOME | 131,830 | 196,315 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | (1,760) | (4,377) |
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST | $ 130,070 | $ 191,938 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED 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. 25, 2021 | $ 61,902 | $ 243,995 | $ 1,678,121 | $ (5,405) | $ 37,956 | $ 2,016,569 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net earnings (loss) | 189,703 | 3,428 | 193,131 | |||
Foreign currency translation adjustment | 2,930 | 949 | 3,879 | |||
Unrealized gain (loss) on debt securities | (695) | (695) | ||||
Distributions to NCI | (2,053) | (2,053) | ||||
Cash dividends | (12,541) | (12,541) | ||||
Issuance of shares under employee stock purchase plan | 10 | 653 | 663 | |||
Net issuance (forfeitures) of shares under stock grant programs | 787 | 8,959 | 9,746 | |||
Issuance of shares under deferred compensation plans | 80 | (80) | ||||
Repurchase of shares | (45) | (3,499) | (3,544) | |||
Expense associated with share-based compensation arrangements | 6,883 | 6,883 | ||||
Accrued expense under deferred compensation plans | 6,134 | 6,134 | ||||
Ending balance at Mar. 26, 2022 | 62,734 | 266,544 | 1,851,784 | (3,170) | 40,280 | 2,218,172 |
Beginning balance at Dec. 31, 2022 | 61,618 | 294,029 | 2,217,410 | (9,075) | 32,841 | 2,596,823 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net earnings (loss) | 126,069 | (313) | 125,756 | |||
Foreign currency translation adjustment | 3,850 | 2,195 | 6,045 | |||
Unrealized gain (loss) on debt securities | 151 | 151 | ||||
Distributions to NCI | (4,859) | (4,859) | ||||
Cash dividends | (15,642) | (15,642) | ||||
Issuance of shares under employee stock purchase plan | 10 | 675 | 685 | |||
Net issuance (forfeitures) of shares under stock grant programs | 825 | 14,356 | 6 | 15,187 | ||
Issuance of shares under deferred compensation plans | 93 | (93) | ||||
Repurchase of shares | (450) | (34,818) | (35,268) | |||
Expense associated with share-based compensation arrangements | 9,598 | 9,598 | ||||
Accrued expense under deferred compensation plans | 7,165 | 7,165 | ||||
Ending balance at Apr. 01, 2023 | $ 62,096 | $ 325,730 | $ 2,293,025 | $ (5,074) | $ 29,864 | $ 2,705,641 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) $ in Thousands | 3 Months Ended |
Apr. 01, 2023 USD ($) | |
Increase (Decrease) in Temporary Equity | |
Beginning balance | $ 6,880 |
Net earnings (loss) | (178) |
Foreign currency translation adjustment | 56 |
Other | 43 |
Ending balance | $ 6,801 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Apr. 01, 2023 | Mar. 26, 2022 | |
Increase (Decrease) in Stockholders' Equity | ||
Cash dividends per share (USD per share) | $ 0.25 | $ 0.20 |
Net issuance of shares under employee stock plans (in shares) | 10,140 | 9,734 |
Net issuance (forfeiture) of shares under stock grant programs (in shares) | 824,669 | 787,045 |
Issuance of shares under deferred compensation plans (in shares) | 93,165 | 79,973 |
Repurchase of shares (in shares) | 450,597 | 44,442 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Mar. 26, 2022 | |
CASH FLOWS USED IN OPERATING ACTIVITIES: | ||
Net earnings | $ 125,578 | $ 193,131 |
Adjustments to reconcile net earnings to net cash used in operating activities: | ||
Depreciation | 25,774 | 21,842 |
Amortization of intangibles | 5,009 | 4,672 |
Expense associated with share-based and grant compensation arrangements | 9,637 | 6,931 |
Deferred income taxes (credit) | (242) | 101 |
Unrealized (gain) loss on investments and other | (149) | 1,601 |
Equity in loss of investee | 588 | 515 |
Net (gain) on sale and disposition of assets | (164) | (306) |
Changes in: | ||
Accounts receivable | (191,064) | (352,928) |
Inventories | 14,674 | (258,019) |
Accounts payable and cash overdraft | 68,388 | 143,895 |
Accrued liabilities and other | (95,105) | (6,466) |
NET CASH USED IN OPERATING ACTIVITIES | (37,076) | (245,031) |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (38,166) | (32,072) |
Proceeds from sale of property, plant and equipment | 319 | 1,207 |
Acquisitions, net of cash received and purchase of equity method investment | (24,571) | |
Purchases of investments | (11,709) | (6,030) |
Proceeds from sale of investments | 8,849 | 4,725 |
Other | (1,151) | (2,995) |
NET CASH USED IN INVESTING ACTIVITIES | (41,858) | (59,736) |
CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES: | ||
Borrowings under revolving credit facilities | 4,437 | 242,950 |
Repayments under revolving credit facilities | (4,518) | (141,438) |
Repayments of debt | (29) | (199) |
Contingent consideration payments and other | (6,179) | (551) |
Proceeds from issuance of common stock | 685 | 663 |
Dividends paid to shareholders | (15,642) | (12,541) |
Distributions to noncontrolling interest | (4,859) | (2,053) |
Repurchase of common stock | (33,288) | (501) |
Other | 25 | |
NET CASH (USED IN) FROM FINANCING ACTIVITIES | (59,368) | 86,330 |
Effect of exchange rate changes on cash | 2,739 | 1,726 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (135,563) | (216,711) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR | 559,623 | 291,223 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | $ 424,060 | $ 74,512 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL (Parenthetical) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 | Mar. 26, 2022 |
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH: | |||
Cash and cash equivalents, beginning of period | $ 559,397 | $ 73,783 | $ 286,662 |
Restricted cash, beginning of period | 226 | 729 | 4,561 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR | 559,623 | 74,512 | 291,223 |
Cash and cash equivalents, end of period | 423,299 | 559,397 | 73,783 |
Restricted cash, end of period | 761 | 226 | 729 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | $ 424,060 | $ 559,623 | $ 74,512 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL AND NON-CASH FINANCING ACTIVITIES (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Mar. 26, 2022 | |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | $ 3,309 | $ 2,896 |
Income taxes paid | 4,138 | 1,700 |
NON-CASH INVESTING ACTIVITIES | ||
Capital expenditures included in accounts payable | 3,122 | 2,512 |
NON-CASH FINANCING ACTIVITIES: | ||
Common stock issued under deferred compensation plans | $ 7,950 | $ 6,705 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Apr. 01, 2023 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | A. BASIS OF PRESENTATION The accompanying unaudited interim consolidated condensed financial statements (the “Financial Statements”) include our accounts and those of our wholly-owned and majority-owned subsidiaries and partnerships, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, the Financial Statements do not include all the information and footnotes normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America. 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. In our opinion, the Financial Statements contain all material adjustments necessary to present fairly our consolidated financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. These Financial Statements should be read in conjunction with the annual consolidated financial statements, and footnotes thereto, included in our Annual Report to Shareholders on Form 10-K for the fiscal year ended December 31, 2022. Seasonality has a significant impact on our working capital from March to August, which historically results in negative or modest cash flows from operations in our first and second quarters. Conversely, we experience a substantial decrease in working capital from September to February which typically results in significant cash flow from operations in our third and fourth quarters. For comparative purposes, we have included the March 26, 2022 balances in the accompanying unaudited condensed consolidated balance sheets. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires that an acquirer recognize and measure contract assets and contract liabilities in a business combination in accordance with Topic 606. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and is being applied prospectively to all business combinations occurring after this date. |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Apr. 01, 2023 | |
FAIR VALUE | |
FAIR VALUE | B. FAIR VALUE We apply the provisions of ASC 820, Fair Value Measurements and Disclosures April 1, 2023 March 26, 2022 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 $ 208,129 $ 928 $ — $ 209,057 $ 18 $ 9,641 $ — $ 9,659 Fixed income funds 3,838 17,882 — 21,720 2,279 16,128 — 18,407 Treasury securities 343 — — 343 342 — — 342 Equity securities 16,977 — — 16,977 19,289 — — 19,289 Alternative investments — — 4,103 4,103 — — 3,964 3,964 Mutual funds: Domestic stock funds 10,108 — — 10,108 10,576 — — 10,576 International stock funds 1,092 — — 1,092 1,621 — — 1,621 Target funds 8 — — 8 22 — — 22 Bond funds 5,294 — — 5,294 141 — — 141 Alternative funds 468 — — 468 501 — — 501 Total mutual funds 16,970 — — 16,970 12,861 — — 12,861 Total $ 246,257 $ 18,810 $ 4,103 $ 269,170 $ 34,789 $ 25,769 $ 3,964 $ 64,522 From the assets measured at fair value as of April 1, 2023, listed in the table above, $208.8 million of money market funds are held in Cash and Cash Equivalents, $37.5 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 $22.1 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, In accordance with our investment policy, our wholly-owned captive, Ardellis Insurance Ltd. (“Ardellis”), maintains an investment portfolio, totaling $59.6 million and $54.2 million as of April 1, 2023 and March 26, 2022, 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): April 1, 2023 March 26, 2022 Unrealized Unrealized Cost Gain (Loss) Fair Value Cost Gain (Loss) Fair Value Fixed Income $ 23,610 $ (1,890) $ 21,720 $ 19,049 $ (642) $ 18,407 Treasury Securities 343 — 343 342 — 342 Equity 14,976 2,001 16,977 15,347 3,942 19,289 Mutual Funds 15,553 901 16,454 9,392 2,820 12,212 Alternative Investments 3,131 972 4,103 3,028 936 3,964 Total $ 57,613 $ 1,984 $ 59,597 $ 47,158 $ 7,056 $ 54,214 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 of the portfolio was $2.0 million and $7.1 million as of April 1, 2023 and March 26, 2022, respectively. Carrying amounts above are recorded in the investments and restricted investments line items within the balance sheet as of April 1, 2023 and March 26, 2022. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Apr. 01, 2023 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | C. REVENUE RECOGNITION Within the three primary segments, UFP Retail Solutions (“Retail”), UFP Packaging (“Packaging” and formerly known as UFP Industrial) and UFP Construction (“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 relative 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 relative 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): Three Months Ended April 1, March 26, 2023 2022 % Change Point in Time Revenue $ 1,784,456 $ 2,450,281 (27.2)% Over Time Revenue 38,020 39,032 (2.6)% Total Net Sales 1,822,476 2,489,313 (26.8)% 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 which are included in “Other current assets” and “Accrued liabilities: Other”, respectively (in thousands): April 1, December 31, March 26, 2023 2022 2022 Cost and Earnings in Excess of Billings $ 5,415 $ 6,798 $ 6,759 Billings in Excess of Cost and Earnings 10,797 10,184 12,634 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Apr. 01, 2023 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | D. EARNINGS PER SHARE The computation of earnings per share (“EPS”) is as follows (in thousands): Three Months Ended April 1, March 26, 2023 2022 Numerator: Net earnings attributable to controlling interest $ 126,069 $ 189,703 Adjustment for earnings allocated to non-vested restricted common stock equivalents (5,581) (6,806) Net earnings for calculating EPS $ 120,488 $ 182,897 Denominator: Weighted average shares outstanding 62,725 63,009 Adjustment for non-vested restricted common stock equivalents (2,777) (2,261) Shares for calculating basic EPS 59,948 60,748 Effect of dilutive restricted common stock equivalents 855 225 Shares for calculating diluted EPS 60,803 60,973 Net earnings per share: Basic $ 2.01 $ 3.01 Diluted $ 1.98 $ 3.00 |
COMMITMENTS, CONTINGENCIES, AND
COMMITMENTS, CONTINGENCIES, AND GUARANTEES | 3 Months Ended |
Apr. 01, 2023 | |
COMMITMENTS, CONTINGENCIES, AND GUARANTEES | |
COMMITMENTS, CONTINGENCIES, AND GUARANTEES | E. COMMITMENTS, CONTINGENCIES, AND GUARANTEES We are self-insured for environmental impairment liability, including certain liabilities which are insured through a wholly owned subsidiary, Ardellis Insurance Ltd., a licensed captive insurance company. In addition, on April 1, 2023, 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 April 1, 2023, we had outstanding purchase commitments on commenced capital projects of approximately $63.8 million. We provide a variety of warranties for products we manufacture. Historically, warranty claims have not been material. We also distribute products manufactured by other companies. 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 ensure the products and installation services are completed in accordance with our contractual obligations. We have agreed to indemnify the surety for claims properly made against these bonds. As of April 1, 2023, we had approximately $15.0 million in outstanding payment and performance bonds for open projects. We had approximately $24.8 million in payment and performance bonds outstanding for completed projects which are still under warranty. On April 1, 2023, we had outstanding letters of credit totaling $55.3 million, primarily related to certain insurance contracts, industrial development revenue bonds, and other debt agreements described further below. In lieu of cash deposits, we provide irrevocable letters of credit in favor of our insurers and other third parties to guarantee our performance under certain insurance contracts and other legal agreements. As of April 1, 2023, we have irrevocable letters of credit outstanding totaling approximately $52.0 million for these types of arrangements. We have reserves recorded on our balance sheet, in accrued liabilities, that reflect our expected future liabilities under those insurance arrangements. We are required to provide irrevocable letters of credit in favor of the bond trustees for all industrial development revenue bonds that have been issued. These letters of credit guarantee principal and interest payments to the bondholders. We currently have irrevocable letters of credit outstanding totaling approximately $3.3 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 the first quarter of 2023 which would require us to recognize a liability on our balance sheet. |
BUSINESS COMBINATIONS AND EQUIT
BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS | 3 Months Ended |
Apr. 01, 2023 | |
BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS | |
BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS | F. BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS We completed the following acquisitions since the end of March 2022, which were accounted for using the purchase or equity method. Dollars below are in thousands unless otherwise noted: 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. The intangible assets for the above investments have not been finalized and allocated to their respective identifiable asset and goodwill accounts. In aggregate, investments completed since the end of March 2022 and not consolidated with other operations contributed approximately $12.8 million in net sales and $0.5 million in operating profits during the first three months of 2023. As a result of the investment in Dempsey on June 27, 2022, we own 50% of the issued equity of that entity, 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 April 1, 2023, the carrying value of our investment in Dempsey is $66.7 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 2023 and 2022 are not presented. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Apr. 01, 2023 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | G. SEGMENT REPORTING We operate manufacturing, treating and distribution facilities internationally, but primarily in the United States. Our business segments consist of UFP Retail Solutions, UFP Packaging (formerly known as UFP Industrial) and UFP Construction and align with the end markets we serve. This segment structure allows for a specialized and consistent sales approach among Company 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. 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, Inc., UFP Purchasing, Inc., and UFP RMS, LLC. The tables below are presented in thousands: Three Months Ended April 1, 2023 Retail Packaging Construction All Other Corporate Total Net sales to outside customers $ 749,577 $ 486,561 $ 515,593 $ 67,512 $ 3,233 $ 1,822,476 Intersegment net sales 223,325 20,050 25,836 77,487 (346,698) — Earnings from operations 41,056 54,732 54,248 4,034 7,638 161,708 Three Months Ended March 26, 2022 Retail Packaging Construction All Other Corporate Total Net sales to outside customers $ 993,232 $ 611,369 $ 786,471 $ 95,567 $ 2,674 $ 2,489,313 Intersegment net sales 65,948 22,173 25,352 109,772 (223,245) — Earnings from operations 71,397 82,391 78,818 14,815 11,604 259,025 The following table presents goodwill by segment as of April 1, 2023, and December 31, 2022 (in thousands): Retail Packaging Construction All Other Corporate Total Balance as of December 31, 2022 $ 84,640 $ 148,909 $ 87,670 $ 16,101 $ — $ 337,320 Foreign Exchange, Net — — 28 119 — 147 Balance as of April 1, 2023 $ 84,640 $ 148,909 $ 87,698 $ 16,220 $ — $ 337,467 The following table presents total assets by segment as of April 1, 2023, and December 31, 2022 (in thousands). Total Assets by Segment April 1, December 31, Segment Classification 2023 2022 % Change Retail $ 1,077,283 $ 889,417 21.1 % Packaging 856,966 885,878 (3.3) Construction 709,347 712,837 (0.5) All Other 299,510 308,688 (3.0) Corporate 753,683 875,253 (13.9) Total Assets $ 3,696,789 $ 3,672,073 0.7 % |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Apr. 01, 2023 | |
INCOME TAXES | |
INCOME TAXES | H. INCOME TAXES Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for foreign, state and local income taxes and permanent tax differences. Our effective tax rate was 23.7% in the first quarter of 2023 compared to 24.0% in the first quarter of 2022. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Apr. 01, 2023 | |
COMMON STOCK | |
COMMON STOCK | I. COMMON STOCK Below is a summary of common stock issuances for the first three months of 2023 and 2022 (in thousands, except average share price): April 1, 2023 Share Issuance Activity Common Stock Average Share Price Shares issued under the employee stock purchase plan 10 $ 79.47 Shares issued under the employee stock gift program 1 90.30 Shares issued under the director retainer stock program 1 96.33 Shares issued under the bonus plan 756 86.14 Shares issued under the executive stock match plan 75 85.89 Forfeitures (8) Total shares issued under stock grant programs 825 $ 86.12 Shares issued under the deferred compensation plans 93 $ 85.33 During the first three months of 2023, we repurchased 450,597 shares of our common stock at an average share price of $78.27. March 26, 2022 Share Issuance Activity Common Stock Average Share Price Shares issued under the employee stock purchase plan 10 $ 80.04 Shares issued under the employee stock gift program 1 84.85 Shares issued under the director retainer stock program 1 80.78 Shares issued under the bonus plan 725 79.61 Shares issued under the executive stock grants plan 62 82.87 Forfeitures (2) Total shares issued under stock grant programs 787 $ 79.87 Shares issued under the deferred compensation plans 80 $ 83.84 During the first three months of 2022, we repurchased 44,442 shares of our common stock at an average share price of $79.74. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Apr. 01, 2023 | |
INVENTORIES | |
INVENTORIES | J. INVENTORIES Inventories are stated at the lower of cost or net realizable value. The cost of inventories includes raw materials, direct labor, and manufacturing overhead 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 write down the value of inventory, the impact of which is reflected in cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income, if the cost of specific inventory items on hand exceeds the amount we expect to realize from the ultimate sale or disposal of the inventory. These estimates are based on management's judgment regarding future demand and market conditions and analysis of historical experience. There was a $0.7 million lower of cost or net realizable value adjustment to inventory as of April 1, 2023 and no adjustment as of March 26, 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Apr. 01, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | K. SUBSEQUENT EVENTS Subsequent to our reporting date, we repurchased 150,000 shares of our common stock for approximately $12.0 million, at an average share price of $79.73. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Apr. 01, 2023 | |
BASIS OF PRESENTATION | |
Revenue Recognition | Within the three primary segments, UFP Retail Solutions (“Retail”), UFP Packaging (“Packaging” and formerly known as UFP Industrial) and UFP Construction (“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 relative 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 relative 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 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
FAIR VALUE | |
Assets measured at fair value | Assets measured at fair value are as follows (in thousands): April 1, 2023 March 26, 2022 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 $ 208,129 $ 928 $ — $ 209,057 $ 18 $ 9,641 $ — $ 9,659 Fixed income funds 3,838 17,882 — 21,720 2,279 16,128 — 18,407 Treasury securities 343 — — 343 342 — — 342 Equity securities 16,977 — — 16,977 19,289 — — 19,289 Alternative investments — — 4,103 4,103 — — 3,964 3,964 Mutual funds: Domestic stock funds 10,108 — — 10,108 10,576 — — 10,576 International stock funds 1,092 — — 1,092 1,621 — — 1,621 Target funds 8 — — 8 22 — — 22 Bond funds 5,294 — — 5,294 141 — — 141 Alternative funds 468 — — 468 501 — — 501 Total mutual funds 16,970 — — 16,970 12,861 — — 12,861 Total $ 246,257 $ 18,810 $ 4,103 $ 269,170 $ 34,789 $ 25,769 $ 3,964 $ 64,522 |
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): April 1, 2023 March 26, 2022 Unrealized Unrealized Cost Gain (Loss) Fair Value Cost Gain (Loss) Fair Value Fixed Income $ 23,610 $ (1,890) $ 21,720 $ 19,049 $ (642) $ 18,407 Treasury Securities 343 — 343 342 — 342 Equity 14,976 2,001 16,977 15,347 3,942 19,289 Mutual Funds 15,553 901 16,454 9,392 2,820 12,212 Alternative Investments 3,131 972 4,103 3,028 936 3,964 Total $ 57,613 $ 1,984 $ 59,597 $ 47,158 $ 7,056 $ 54,214 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
REVENUE RECOGNITION | |
Schedule of Disaggregation of revenue | The following table presents our net sales disaggregated by revenue source (in thousands): Three Months Ended April 1, March 26, 2023 2022 % Change Point in Time Revenue $ 1,784,456 $ 2,450,281 (27.2)% Over Time Revenue 38,020 39,032 (2.6)% Total Net Sales 1,822,476 2,489,313 (26.8)% |
Schedule of percentage-of-completion balances | The following table presents the balances of over time accounting accounts which are included in “Other current assets” and “Accrued liabilities: Other”, respectively (in thousands): April 1, December 31, March 26, 2023 2022 2022 Cost and Earnings in Excess of Billings $ 5,415 $ 6,798 $ 6,759 Billings in Excess of Cost and Earnings 10,797 10,184 12,634 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
EARNINGS PER SHARE | |
Schedule of Computation of earnings per share | The computation of earnings per share (“EPS”) is as follows (in thousands): Three Months Ended April 1, March 26, 2023 2022 Numerator: Net earnings attributable to controlling interest $ 126,069 $ 189,703 Adjustment for earnings allocated to non-vested restricted common stock equivalents (5,581) (6,806) Net earnings for calculating EPS $ 120,488 $ 182,897 Denominator: Weighted average shares outstanding 62,725 63,009 Adjustment for non-vested restricted common stock equivalents (2,777) (2,261) Shares for calculating basic EPS 59,948 60,748 Effect of dilutive restricted common stock equivalents 855 225 Shares for calculating diluted EPS 60,803 60,973 Net earnings per share: Basic $ 2.01 $ 3.01 Diluted $ 1.98 $ 3.00 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS | |
Acquisitions Accounted for Using Purchase Method | We completed the following acquisitions since the end of March 2022, which were accounted for using the purchase or equity method. Dollars below are in thousands unless otherwise noted: 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. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
SEGMENT REPORTING | |
Segment Reporting | The tables below are presented in thousands: Three Months Ended April 1, 2023 Retail Packaging Construction All Other Corporate Total Net sales to outside customers $ 749,577 $ 486,561 $ 515,593 $ 67,512 $ 3,233 $ 1,822,476 Intersegment net sales 223,325 20,050 25,836 77,487 (346,698) — Earnings from operations 41,056 54,732 54,248 4,034 7,638 161,708 Three Months Ended March 26, 2022 Retail Packaging Construction All Other Corporate Total Net sales to outside customers $ 993,232 $ 611,369 $ 786,471 $ 95,567 $ 2,674 $ 2,489,313 Intersegment net sales 65,948 22,173 25,352 109,772 (223,245) — Earnings from operations 71,397 82,391 78,818 14,815 11,604 259,025 |
Schedule of Goodwill by Segment | The following table presents goodwill by segment as of April 1, 2023, and December 31, 2022 (in thousands): Retail Packaging Construction All Other Corporate Total Balance as of December 31, 2022 $ 84,640 $ 148,909 $ 87,670 $ 16,101 $ — $ 337,320 Foreign Exchange, Net — — 28 119 — 147 Balance as of April 1, 2023 $ 84,640 $ 148,909 $ 87,698 $ 16,220 $ — $ 337,467 |
Schedule of assets by segment | The following table presents total assets by segment as of April 1, 2023, and December 31, 2022 (in thousands). Total Assets by Segment April 1, December 31, Segment Classification 2023 2022 % Change Retail $ 1,077,283 $ 889,417 21.1 % Packaging 856,966 885,878 (3.3) Construction 709,347 712,837 (0.5) All Other 299,510 308,688 (3.0) Corporate 753,683 875,253 (13.9) Total Assets $ 3,696,789 $ 3,672,073 0.7 % |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
COMMON STOCK | |
Schedule of common stock issuances | Below is a summary of common stock issuances for the first three months of 2023 and 2022 (in thousands, except average share price): April 1, 2023 Share Issuance Activity Common Stock Average Share Price Shares issued under the employee stock purchase plan 10 $ 79.47 Shares issued under the employee stock gift program 1 90.30 Shares issued under the director retainer stock program 1 96.33 Shares issued under the bonus plan 756 86.14 Shares issued under the executive stock match plan 75 85.89 Forfeitures (8) Total shares issued under stock grant programs 825 $ 86.12 Shares issued under the deferred compensation plans 93 $ 85.33 March 26, 2022 Share Issuance Activity Common Stock Average Share Price Shares issued under the employee stock purchase plan 10 $ 80.04 Shares issued under the employee stock gift program 1 84.85 Shares issued under the director retainer stock program 1 80.78 Shares issued under the bonus plan 725 79.61 Shares issued under the executive stock grants plan 62 82.87 Forfeitures (2) Total shares issued under stock grant programs 787 $ 79.87 Shares issued under the deferred compensation plans 80 $ 83.84 |
FAIR VALUE - Asset Measured at
FAIR VALUE - Asset Measured at Fair Value (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Mar. 26, 2022 |
Fixed Income | Restricted Investment | ||
Fair Value | ||
Investments at fair value | $ 22,100 | |
Money market funds | Cash and Cash Equivalents | ||
Fair Value | ||
Investments at fair value | 208,800 | |
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 | 37,500 | |
Money market and mutual funds | Other Non current Assets | ||
Fair Value | ||
Investments at fair value | 500 | |
Ardellis Insurance Ltd. | ||
Fair Value | ||
Total Fair Value | 59,597 | $ 54,214 |
Estimate of Fair Value Measurement | Recurring | ||
Fair Value | ||
Investments at fair value | 269,170 | 64,522 |
Estimate of Fair Value Measurement | Recurring | Fixed Income | ||
Fair Value | ||
Investments at fair value | 21,720 | 18,407 |
Estimate of Fair Value Measurement | Recurring | Money market funds | ||
Fair Value | ||
Investments at fair value | 209,057 | 9,659 |
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 | 16,977 | 19,289 |
Estimate of Fair Value Measurement | Recurring | Alternative Investments | ||
Fair Value | ||
Investments at fair value | 4,103 | 3,964 |
Estimate of Fair Value Measurement | Recurring | Mutual Fund | ||
Fair Value | ||
Investments at fair value | 16,970 | 12,861 |
Estimate of Fair Value Measurement | Recurring | Domestic stock | ||
Fair Value | ||
Investments at fair value | 10,108 | 10,576 |
Estimate of Fair Value Measurement | Recurring | International stock funds | ||
Fair Value | ||
Investments at fair value | 1,092 | 1,621 |
Estimate of Fair Value Measurement | Recurring | Target funds | ||
Fair Value | ||
Investments at fair value | 8 | 22 |
Estimate of Fair Value Measurement | Recurring | Bond funds | ||
Fair Value | ||
Investments at fair value | 5,294 | 141 |
Estimate of Fair Value Measurement | Recurring | Alternative funds | ||
Fair Value | ||
Investments at fair value | 468 | 501 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair Value | ||
Investments at fair value | 246,257 | 34,789 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Fixed Income | ||
Fair Value | ||
Investments at fair value | 3,838 | 2,279 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Money market funds | ||
Fair Value | ||
Investments at fair value | 208,129 | 18 |
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 | 16,977 | 19,289 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Mutual Fund | ||
Fair Value | ||
Investments at fair value | 16,970 | 12,861 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Domestic stock | ||
Fair Value | ||
Investments at fair value | 10,108 | 10,576 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | International stock funds | ||
Fair Value | ||
Investments at fair value | 1,092 | 1,621 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Target funds | ||
Fair Value | ||
Investments at fair value | 8 | 22 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Bond funds | ||
Fair Value | ||
Investments at fair value | 5,294 | 141 |
Estimate of Fair Value Measurement | Recurring | Quoted Prices in Active Markets (Level 1) | Alternative funds | ||
Fair Value | ||
Investments at fair value | 468 | 501 |
Estimate of Fair Value Measurement | Recurring | Prices with Other Observable Inputs (Level 2) | ||
Fair Value | ||
Investments at fair value | 18,810 | 25,769 |
Estimate of Fair Value Measurement | Recurring | Prices with Other Observable Inputs (Level 2) | Fixed Income | ||
Fair Value | ||
Investments at fair value | 17,882 | 16,128 |
Estimate of Fair Value Measurement | Recurring | Prices with Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value | ||
Investments at fair value | 928 | 9,641 |
Estimate of Fair Value Measurement | Recurring | Prices with Unobservable Inputs (Level 3) | ||
Fair Value | ||
Investments at fair value | 4,103 | 3,964 |
Estimate of Fair Value Measurement | Recurring | Prices with Unobservable Inputs (Level 3) | Alternative Investments | ||
Fair Value | ||
Investments at fair value | $ 4,103 | $ 3,964 |
FAIR VALUE - Available for Sale
FAIR VALUE - Available for Sale Investment Portfolio (Details) - Ardellis Insurance Ltd. - USD ($) $ in Thousands | Apr. 01, 2023 | Mar. 26, 2022 |
Available-for-sale securities | ||
Total Securities Cost | $ 57,613 | $ 47,158 |
Unrealized Gain (Loss) | 1,984 | 7,056 |
Total Fair Value | 59,597 | 54,214 |
Fixed Income | ||
Available-for-sale securities | ||
Debt Securities Cost | 23,610 | 19,049 |
Debt Securities Unrealized Gain/(Loss) | (1,890) | (642) |
Debt Securities Fair Value | 21,720 | 18,407 |
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 | 14,976 | 15,347 |
Equity Securities Unrealized Gain/(Loss) | 2,001 | 3,942 |
Equity Securities Fair Value | 16,977 | 19,289 |
Mutual Fund | ||
Available-for-sale securities | ||
Debt Securities Cost | 15,553 | 9,392 |
Debt Securities Unrealized Gain/(Loss) | 901 | 2,820 |
Debt Securities Fair Value | 16,454 | 12,212 |
Alternative Investments | ||
Available-for-sale securities | ||
Debt Securities Cost | 3,131 | 3,028 |
Debt Securities Unrealized Gain/(Loss) | 972 | 936 |
Debt Securities Fair Value | $ 4,103 | $ 3,964 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregated revenue (Details) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 USD ($) item | Mar. 26, 2022 USD ($) | |
Revenue Recognition. | ||
Number of markets in which the entity operates (in markets) | item | 3 | |
NET SALES | $ 1,822,476 | $ 2,489,313 |
Change % | (26.80%) | |
Point in Time Revenue | ||
Revenue Recognition. | ||
NET SALES | $ 1,784,456 | 2,450,281 |
Change % | (27.20%) | |
Over Time Revenue | ||
Revenue Recognition. | ||
NET SALES | $ 38,020 | $ 39,032 |
Change % | (2.60%) | |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-02 | Over Time Revenue | ||
Revenue Recognition. | ||
Number of months to complete contract projects | 6 months | |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-02 | Over Time Revenue | ||
Revenue Recognition. | ||
Number of months to complete contract projects | 18 months |
REVENUE RECOGNITION - Percentag
REVENUE RECOGNITION - Percentage of completion (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 | Mar. 26, 2022 |
REVENUE RECOGNITION | |||
Cost and Earnings in Excess of Billings | $ 5,415 | $ 6,798 | $ 6,759 |
Billings in Excess of Cost and Earnings | $ 10,797 | $ 10,184 | $ 12,634 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Mar. 26, 2022 | |
Numerator: | ||
Net earnings attributable to controlling interest | $ 126,069 | $ 189,703 |
Adjustment for earnings allocated to non-vested restricted common stock equivalents | (5,581) | (6,806) |
Net earnings for calculating EPS | $ 120,488 | $ 182,897 |
Denominator: | ||
Weighted average shares outstanding (in shares) | 62,725 | 63,009 |
Adjustment for non-vested restricted common stock equivalents (in shares) | (2,777) | (2,261) |
Shares for calculating basic EPS (in shares) | 59,948 | 60,748 |
Effect of dilutive restricted common stock equivalents (in shares) | 855 | 225 |
Shares for calculating diluted EPS (in shares) | 60,803 | 60,973 |
Net earnings per share | ||
Basic (USD per share) | $ 2.01 | $ 3.01 |
Diluted (USD per share) | $ 1.98 | $ 3 |
COMMITMENTS, CONTINGENCIES, A_2
COMMITMENTS, CONTINGENCIES, AND GUARANTEES (Details) $ in Millions | 3 Months Ended |
Apr. 01, 2023 USD ($) | |
Long-term commitment | |
Outstanding purchase commitments on capital projects | $ 63.8 |
Surety Bonds and Letters of Credit | |
Outstanding letters of credit | 55.3 |
Open Projects | |
Surety Bonds and Letters of Credit | |
Payment and performance bonds outstanding | 15 |
Completed Projects | |
Surety Bonds and Letters of Credit | |
Payment and performance bonds outstanding | 24.8 |
Insurance contracts and other legal agreements | |
Surety Bonds and Letters of Credit | |
Outstanding letters of credit | 52 |
Revenue Bonds | |
Surety Bonds and Letters of Credit | |
Outstanding letters of credit | $ 3.3 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Dec. 06, 2022 | Jun. 27, 2022 | May 09, 2022 | Apr. 01, 2023 | Jul. 27, 2022 | |
Business Acquisition | |||||
Aggregate acquisitions' net sales | $ 12,800 | ||||
Aggregate acquisitions' operating profit | 500 | ||||
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 | $ 66,700 | ||||
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 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Mar. 26, 2022 | |
Segment Reporting | ||
Net sales | $ 1,822,476 | $ 2,489,313 |
Earnings from operations | 161,708 | 259,025 |
Intersegment net sales | ||
Segment Reporting | ||
Net sales | (346,698) | (223,245) |
Corporate | ||
Segment Reporting | ||
Net sales | 3,233 | 2,674 |
Earnings from operations | 7,638 | 11,604 |
Retail | ||
Segment Reporting | ||
Net sales | 749,577 | 993,232 |
Earnings from operations | 41,056 | 71,397 |
Retail | Intersegment net sales | ||
Segment Reporting | ||
Net sales | 223,325 | 65,948 |
Packaging | ||
Segment Reporting | ||
Net sales | 486,561 | 611,369 |
Earnings from operations | 54,732 | 82,391 |
Packaging | Intersegment net sales | ||
Segment Reporting | ||
Net sales | 20,050 | 22,173 |
Construction | ||
Segment Reporting | ||
Net sales | 515,593 | 786,471 |
Earnings from operations | 54,248 | 78,818 |
Construction | Intersegment net sales | ||
Segment Reporting | ||
Net sales | 25,836 | 25,352 |
All Other | ||
Segment Reporting | ||
Net sales | 67,512 | 95,567 |
Earnings from operations | 4,034 | 14,815 |
All Other | Intersegment net sales | ||
Segment Reporting | ||
Net sales | $ 77,487 | $ 109,772 |
SEGMENT REPORTING - Goodwill (D
SEGMENT REPORTING - Goodwill (Details) $ in Thousands | 3 Months Ended |
Apr. 01, 2023 USD ($) | |
Goodwill | |
Goodwill, Beginning Balance | $ 337,320 |
Foreign Exchange, Net | 147 |
Goodwill, Ending Balance | 337,467 |
Retail | |
Goodwill | |
Goodwill, Beginning Balance | 84,640 |
Goodwill, Ending Balance | 84,640 |
Packaging | |
Goodwill | |
Goodwill, Beginning Balance | 148,909 |
Goodwill, Ending Balance | 148,909 |
Construction | |
Goodwill | |
Goodwill, Beginning Balance | 87,670 |
Foreign Exchange, Net | 28 |
Goodwill, Ending Balance | 87,698 |
All Other | |
Goodwill | |
Goodwill, Beginning Balance | 16,101 |
Foreign Exchange, Net | 119 |
Goodwill, Ending Balance | $ 16,220 |
SEGMENT REPORTING - Assets (Det
SEGMENT REPORTING - Assets (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 | Mar. 26, 2022 |
Segment Reporting | |||
Segment assets | $ 3,696,789 | $ 3,672,073 | $ 3,673,966 |
Change in assets (as a percent) | 0.70% | ||
Corporate | |||
Segment Reporting | |||
Segment assets | $ 753,683 | 875,253 | |
Change in assets (as a percent) | (13.90%) | ||
Retail | |||
Segment Reporting | |||
Segment assets | $ 1,077,283 | 889,417 | |
Change in assets (as a percent) | 21.10% | ||
Packaging | |||
Segment Reporting | |||
Segment assets | $ 856,966 | 885,878 | |
Change in assets (as a percent) | (3.30%) | ||
Construction | |||
Segment Reporting | |||
Segment assets | $ 709,347 | 712,837 | |
Change in assets (as a percent) | (0.50%) | ||
All Other | |||
Segment Reporting | |||
Segment assets | $ 299,510 | $ 308,688 | |
Change in assets (as a percent) | (3.00%) |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | |
Apr. 01, 2023 | Mar. 26, 2022 | |
INCOME TAXES | ||
Effective income tax rate | 23.70% | 24% |
COMMON STOCK - Common Stock Iss
COMMON STOCK - Common Stock Issuances (Details) - $ / shares | 3 Months Ended | |
Apr. 01, 2023 | Mar. 26, 2022 | |
Common Stock | ||
Common stock issued, net of forfeitures | 824,669 | 787,045 |
Repurchase of common stock (in shares) | 450,597 | 44,442 |
Average Share Price | ||
Repurchase of common stock (dollars per share) | $ 78.27 | $ 79.74 |
Stock Purchase Plan | ||
Common Stock | ||
Common stock issued | 10,000 | 10,000 |
Average Share Price | ||
Common stock issued (dollars per share) | $ 79.47 | $ 80.04 |
Stock Gift Program | ||
Common Stock | ||
Common stock issued | 1,000 | 1,000 |
Average Share Price | ||
Common stock issued (dollars per share) | $ 90.30 | $ 84.85 |
Stock Retainer Plan | ||
Common Stock | ||
Common stock issued | 1,000 | 1,000 |
Average Share Price | ||
Common stock issued (dollars per share) | $ 96.33 | $ 80.78 |
LTSIP | ||
Common Stock | ||
Common stock issued | 756,000 | 725,000 |
Average Share Price | ||
Common stock issued (dollars per share) | $ 86.14 | $ 79.61 |
Executive Stock Grants Plan | ||
Common Stock | ||
Common stock issued | 75,000 | 62,000 |
Average Share Price | ||
Common stock issued (dollars per share) | $ 85.89 | $ 82.87 |
Deferred Compensation Plans | ||
Common Stock | ||
Common stock issued | 93,000 | 80,000 |
Average Share Price | ||
Common stock issued (dollars per share) | $ 85.33 | $ 83.84 |
Stock grant programs | ||
Common Stock | ||
Common stock issued | 825,000 | 787,000 |
Forfeitures | (8,000) | (2,000) |
Average Share Price | ||
Common stock issued (dollars per share) | $ 86.12 | $ 79.87 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 01, 2023 | Mar. 26, 2022 | |
INVENTORIES | ||
Adjustments to inventory | $ 0.7 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
May 10, 2023 | Apr. 01, 2023 | Mar. 26, 2022 | |
Subsequent Event | |||
Repurchase of common stock (in shares) | 450,597 | 44,442 | |
Repurchase of common stock | $ 33,288 | $ 501 | |
Repurchase of common stock (dollars per share) | $ 78.27 | $ 79.74 | |
Subsequent Event | |||
Subsequent Event | |||
Repurchase of common stock (in shares) | 150,000 | ||
Repurchase of common stock | $ 12,000 | ||
Repurchase of common stock (dollars per share) | $ 79.73 |