ufpi_Current_Folio_10Q

Table of Contents

 

 

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑Q

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

For the quarterly period ended July 1, 2017

OR

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

Commission File Number 0‑22684

UNIVERSAL FOREST PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Michigan

    

38‑1465835

 

 

(State or other jurisdiction of incorporation or

 

(I.R.S. Employer Identification Number)

 

 

organization)

 

 

 

 

 

 

 

 

 

2801 East Beltline NE, Grand Rapids, Michigan

 

49525

 

 

(Address of principal executive offices)

 

(Zip Code)

 

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

 

 

 

 

NONE

 

 

(Former name or former address, if changed since last report.)

 

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

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

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

 

 

 

 

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller reporting company  

 

 

 

Emerging Growth Company ☐

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

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

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

 

 

 

 

 

 

Class

    

Outstanding as of July 1, 2017

 

 

Common stock, no par value

 

20,421,775

 

 

 

 

 

 

 


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

TABLE OF CONTENTS

PART I.

 

FINANCIAL INFORMATION.

Page No.

 

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

 

 

Consolidated Condensed Balance Sheets at July 1, 2017, December 31, 2016 and June 25, 2016

3

 

 

 

 

 

 

Consolidated Condensed Statements of Earnings and Comprehensive Income for the Three Months Ended and Six Months Ended July 1, 2017 and June 25, 2016

4

 

 

 

 

 

 

Consolidated Condensed Statements of Shareholders’ Equity for the Six Months Ended July 1, 2017 and June 25, 2016

5

 

 

 

 

 

 

Consolidated Condensed Statements of Cash Flows for the Six Months Ended July 1, 2017 and June 25, 2016

6

 

 

 

 

 

 

Notes to Unaudited Consolidated Condensed Financial Statements

7

 

 

 

 

 

Item 2.

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

15

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

28

 

 

 

 

 

Item 4.

Controls and Procedures

28

 

 

 

 

PART II.

 

OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings – NONE

 

 

 

 

 

 

Item 1A.

Risk Factors – NONE

29

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

29

 

 

 

 

 

Item 3.

Defaults upon Senior Securities – NONE

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures – NONE

 

 

 

 

 

 

Item 5.

Other Information – NONE

29

 

 

 

 

 

Item 6.

Exhibits

30

 

 

 

2


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except share data)

 

 

 

 

 

 

 

 

 

July 1,

 

December 31,

 

June 25,

 

 

    

2017

    

2016

    

2016

 

ASSETS

 

 

 

  

 

 

  

 

 

 

CURRENT ASSETS:

 

 

 

  

 

 

  

 

 

 

Cash and cash equivalents

 

$

24,625

    

$

34,091

  

$

87,517

 

Restricted cash

 

 

905

 

 

398

  

 

909

 

Investments

 

 

10,401

 

 

10,348

  

 

9,740

 

Accounts receivable, net

 

 

398,529

 

 

282,253

  

 

318,505

 

Inventories:

 

 

 

  

 

 

  

 

 

 

Raw materials

 

 

218,356

 

 

198,954

  

 

165,857

 

Finished goods

 

 

220,079

 

 

198,273

  

 

131,939

 

Total inventories

 

 

438,435

 

 

397,227

  

 

297,796

 

Refundable income taxes

 

 

 —

 

 

11,459

  

 

 —

 

Other current assets

 

 

21,970

 

 

20,662

  

 

15,238

 

TOTAL CURRENT ASSETS

 

 

894,865

 

 

756,438

 

 

729,705

 

DEFERRED INCOME TAXES

 

 

1,981

 

 

1,546

  

 

2,541

 

RESTRICTED INVESTMENTS

 

 

7,911

 

 

 —

  

 

 —

 

OTHER ASSETS

 

 

7,842

 

 

8,617

  

 

7,470

 

GOODWILL

 

 

213,597

 

 

198,535

  

 

181,381

 

INDEFINITE-LIVED INTANGIBLE ASSETS

 

 

2,340

 

 

2,340

  

 

2,340

 

OTHER INTANGIBLE ASSETS, NET

 

 

37,547

 

 

26,731

  

 

14,170

 

PROPERTY, PLANT AND EQUIPMENT:

 

 

 

  

 

 

  

 

 

 

  Property, plant and equipment

 

 

735,474

 

 

699,462

 

 

649,652

 

Less accumulated depreciation and amortization

 

 

(419,518)

 

 

(401,611)

  

 

(392,753)

 

       PROPERTY, PLANT AND EQUIPMENT, NET

 

 

315,956

 

 

297,851

 

 

256,899

 

TOTAL ASSETS

 

 

1,482,039

 

 

1,292,058

 

 

1,194,506

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

  

 

 

  

 

 

 

CURRENT LIABILITIES:

 

 

 

  

 

 

  

 

 

 

Cash overdraft

 

$

22,769

 

$

19,761

  

$

 —

 

Accounts payable

 

 

160,250

 

 

124,660

  

 

126,095

 

Accrued liabilities:

 

 

 

  

 

 

  

 

 

 

Compensation and benefits

 

 

77,187

 

 

92,441

  

 

74,919

 

Income taxes

 

 

960

 

 

 —

 

 

1,755

 

Other

 

 

48,063

 

 

32,281

  

 

35,321

 

Current portion of long-term debt

 

 

2,378

 

 

2,634

  

 

1,093

 

TOTAL CURRENT LIABILITIES

 

 

311,607

 

 

271,777

  

 

239,183

 

LONG-TERM DEBT

 

 

204,752

 

 

109,059

  

 

84,530

 

DEFERRED INCOME TAXES

 

 

20,360

 

 

20,817

  

 

25,092

 

OTHER LIABILITIES

 

 

28,959

 

 

29,939

  

 

26,066

 

TOTAL LIABILITIES

 

 

565,678

 

 

431,592

  

 

374,871

 

SHAREHOLDERS’ EQUITY:

 

 

 

  

 

 

  

 

 

 

Controlling interest shareholders’ equity:

 

 

 

  

 

 

  

 

 

 

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

 

$

 —

 

$

 —

  

$

 —

 

Common stock, no par value; shares authorized 80,000,000; issued and outstanding, 20,421,775, 20,342,069 and 20,307,463

 

 

20,422

 

 

20,342

  

 

20,307

 

Additional paid-in capital

 

 

199,092

 

 

185,333

  

 

182,710

 

Retained earnings

 

 

684,808

 

 

649,135

  

 

609,718

 

Accumulated other comprehensive income

 

 

(2,590)

 

 

(5,630)

  

 

(4,149)

 

Total controlling interest shareholders’ equity

 

 

901,732

 

 

849,180

  

 

808,586

 

Noncontrolling interest

 

 

14,629

 

 

11,286

  

 

11,049

 

TOTAL SHAREHOLDERS’ EQUITY

 

 

916,361

 

 

860,466

  

 

819,635

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

1,482,039

 

$

1,292,058

  

$

1,194,506

 

 

See notes to consolidated condensed financial statements.

3


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

July 1,

 

June 25,

 

July 1,

 

June 25,

 

 

    

2017

    

2016

    

2017

    

2016

    

NET SALES

 

$

1,072,375

    

$

872,093

  

$

1,918,505

    

$

1,554,244

    

COST OF GOODS SOLD

 

 

924,135

 

 

740,606

  

 

1,649,526

 

 

1,320,018

 

GROSS PROFIT

 

 

148,240

 

 

131,487

  

 

268,979

 

 

234,226

 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

 

94,341

 

 

77,822

  

 

181,259

 

 

148,651

 

EARNINGS FROM OPERATIONS

 

 

53,899

 

 

53,665

  

 

87,720

 

 

85,575

 

INTEREST EXPENSE

 

 

1,840

 

 

1,103

  

 

3,343

 

 

2,179

 

INTEREST INCOME

 

 

(329)

 

 

(208)

  

 

(411)

 

 

(312)

 

EQUITY IN EARNINGS OF INVESTEE

 

 

(21)

 

 

(110)

  

 

(26)

 

 

(192)

 

 

 

 

1,490

 

 

785

  

 

2,906

 

 

1,675

 

EARNINGS BEFORE INCOME TAXES

 

 

52,409

 

 

52,880

  

 

84,814

 

 

83,900

 

INCOME TAXES

 

 

17,835

 

 

18,643

  

 

28,605

 

 

29,407

 

NET EARNINGS

 

 

34,574

 

 

34,237

  

 

56,209

 

 

54,493

 

LESS NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

 

(932)

 

 

(839)

  

 

(1,505)

 

 

(1,882)

 

NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST

 

$

33,642

 

$

33,398

  

$

54,704

 

$

52,611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE - BASIC

 

$

1.64

 

$

1.64

  

$

2.67

 

$

2.59

 

EARNINGS PER SHARE - DILUTED

 

$

1.64

 

$

1.64

  

$

2.66

 

$

2.58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME:

 

 

 

 

 

 

 

 

 

 

 

 

 

NET EARNINGS

 

 

34,574

 

 

34,237

  

 

56,209

 

 

54,493

 

OTHER COMPREHENSIVE GAIN (LOSS)

 

 

1,387

 

 

(807)

  

 

4,422

 

 

(365)

 

COMPREHENSIVE INCOME

 

 

35,961

 

 

33,430

  

 

60,631

 

 

54,128

 

LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

 

(1,460)

 

 

(235)

  

 

(2,887)

 

 

(1,081)

 

COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST

 

$

34,501

 

$

33,195

  

$

57,744

 

$

53,047

 

 

See notes to consolidated condensed financial statements.

4


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling Interest Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Other

 

 

 

 

 

 

 

 

Common

 

Paid-In

 

Retained

 

Comprehensive

 

Noncontrolling

 

 

 

 

    

Stock

    

Capital

    

Earnings

    

Earnings

    

Interest

    

Total

Balance at December 26, 2015

 

$

20,142

 

$

171,562

  

$

565,636

 

$

(4,585)

  

$

13,654

  

$

766,409

Net earnings

 

 

 

  

 

 

  

 

52,611

 

 

  

 

 

1,882

  

 

54,493

Foreign currency translation adjustment

 

 

 

  

 

 

  

 

 

  

 

250

 

 

(801)

  

 

(551)

Unrealized gain (loss) on investment & foreign currency

 

 

 

  

 

 

  

 

 

  

 

186

 

 

  

 

 

186

Distributions to noncontrolling interest

 

 

 

  

 

 

  

 

 

  

 

 

  

 

(1,731)

 

 

(1,731)

Purchases of noncontrolling interest

 

 

 

  

 

855

  

 

 

  

 

 

  

 

(1,955)

 

 

(1,100)

Cash dividends $0.420 per share

 

 

 

  

 

 

  

 

(8,529)

 

 

  

 

 

  

 

 

(8,529)

Issuance of 3,708 shares under employee stock plans

 

 

 3

 

 

287

  

 

 

  

 

 

  

 

 

  

 

290

Issuance of 114,132 shares under stock grant programs

 

 

114

 

 

5,134

  

 

 

  

 

 

  

 

 

  

 

5,248

Issuance of 47,914 shares under deferred compensation plans

 

 

48

 

 

(48)

  

 

 

  

 

 

  

 

 

  

 

 —

Expense associated with share-based compensation arrangements

 

 

 

  

 

977

 

 

  

 

 

  

 

 

  

 

 

977

Accrued expense under deferred compensation plans

 

 

 

  

 

3,943

 

  

  

 

  

  

 

  

  

 

  

3,943

Balance at June 25, 2016

 

$

20,307

 

$

182,710

  

$

609,718

 

$

(4,149)

  

$

11,049

  

$

819,635

Balance at December 31, 2016

 

 

20,342

 

 

185,333

 

 

649,135

 

 

(5,630)

 

 

11,286

 

 

860,466

Net earnings

 

 

 

  

 

 

  

 

54,704

 

 

  

 

 

1,505

  

 

56,209

Foreign currency translation adjustment

 

 

 

  

 

 

  

 

 

  

 

2,817

 

 

1,382

  

 

4,199

Unrealized gain (loss) on investment & foreign currency

 

 

 

  

 

 

  

 

 

  

 

223

 

 

  

 

 

223

Distributions to noncontrolling interest

 

 

 

  

 

 

  

 

 

  

 

 

  

 

(1,953)

 

 

(1,953)

Additional purchases of noncontrolling interest

 

 

 

  

 

 

 

 

  

 

 

  

 

 

2,409

  

 

2,409

Cash dividends - $0.450 per share

 

 

 

  

 

 

  

 

(9,208)

 

 

  

 

 

  

 

 

(9,208)

Issuance of 4,233 shares under employee stock plans

 

 

 5

 

 

327

  

 

 

  

 

 

  

 

 

  

 

332

Issuance of 142,145 shares under stock grant programs

 

 

142

 

 

7,068

  

 

 

  

 

 

  

 

 

  

 

7,210

Issuance of 44,208 shares under deferred compensation plans

 

 

44

 

 

(44)

  

 

 

  

 

 

  

 

 

  

 

 —

Repurchase of 110,880 shares

 

 

(111)

 

 

 

 

 

(9,823)

 

 

 

 

 

 

 

 

(9,934)

Expense associated with share-based compensation arrangements

 

 

 

  

 

1,282

 

 

  

 

 

  

 

 

  

 

 

1,282

Accrued expense under deferred compensation plans

 

 

 

  

 

5,126

 

 

  

 

 

  

 

 

  

 

 

5,126

Balance at July 1, 2017

 

$

20,422

 

$

199,092

  

$

684,808

 

$

(2,590)

  

$

14,629

  

$

916,361

 

See notes to consolidated condensed financial statements.

5


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

(in thousands)

 

Six Months Ended

 

 

 

July 1,

 

June 25,

 

 

    

2017

    

2016

    

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

  

 

 

 

Net earnings

 

$

56,209

    

$

54,493

 

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

 

 

 

  

 

 

 

Depreciation

 

 

23,248

 

 

19,178

 

Amortization of intangibles

 

 

2,377

 

 

1,285

 

Expense associated with share-based compensation arrangements

 

 

1,282

 

 

977

 

Expense associated with stock grant plans

 

 

99

 

 

70

 

Deferred income taxes

 

 

355

 

 

55

 

Equity in earnings of investee

 

 

(26)

 

 

(192)

 

Net loss on disposition and impairment of assets

 

 

(328)

 

 

50

 

Changes in:

 

 

 

  

 

 

 

Accounts receivable

 

 

(101,239)

 

 

(95,198)

 

Inventories

 

 

(26,979)

 

 

7,564

 

Accounts payable and cash overdraft

 

 

38,146

 

 

31,320

 

Accrued liabilities and other

 

 

22,067

 

 

20,439

 

NET CASH FROM OPERATING ACTIVITIES

 

 

15,211

 

 

40,041

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

  

 

 

 

Purchases of property, plant and equipment

 

 

(34,549)

 

 

(24,269)

 

Proceeds from sale of property, plant and equipment

 

 

1,039

 

 

309

 

Acquisitions, net of cash received

 

 

(59,658)

 

 

(1,682)

 

Purchase of remaining noncontrolling interest, net of cash received

 

 

 —

 

 

(1,100)

 

Cash contributed from noncontrolling interest

 

 

464

 

 

 —

 

Advances of notes receivable

 

 

(228)

 

 

(2,946)

 

Collections on notes receivable

 

 

1,041

 

 

3,731

 

Purchases of investments

 

 

(15,118)

 

 

(3,571)

 

Proceeds from sale of investments

 

 

7,247

 

 

901

 

Other

 

 

(125)

 

 

(736)

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

(99,887)

 

 

(29,363)

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

  

 

 

 

Borrowings under revolving credit facilities

 

 

444,601

 

 

3,162

 

Repayments under revolving credit facilities

 

 

(349,311)

 

 

(3,210)

 

Proceeds from issuance of common stock

 

 

331

 

 

290

 

Dividends paid to shareholders

 

 

(9,207)

 

 

(8,529)

 

Distributions to noncontrolling interest

 

 

(1,953)

 

 

(1,731)

 

Repurchase of common stock

 

 

(9,934)

 

 

 —

 

Other

 

 

(6)

 

 

(15)

 

NET CASH FROM (USED IN) FINANCING ACTIVITIES

 

 

74,521

 

 

(10,033)

 

Effect of exchange rate changes on cash

 

 

1,196

 

 

(561)

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

(8,959)

 

 

84

 

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

 

 

34,489

 

 

88,342

 

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

 

$

25,530

 

$

88,426

 

 

 

 

 

 

 

 

 

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

$

34,091

 

$

87,756

 

Restricted cash, beginning of period

 

 

398

 

 

586

 

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

 

$

34,489

 

$

88,342

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

24,625

 

$

87,517

 

Restricted cash, end of period

 

 

905

 

 

909

 

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

 

$

25,530

 

$

88,426

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

  

 

 

 

Interest paid

 

$

3,049

 

$

2,220

 

Income taxes paid

 

 

15,895

 

 

19,789

 

NON-CASH FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Common stock issued under deferred compensation plans

 

 

4,231

 

 

3,375

 

See notes to consolidated condensed financial statements.

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UNIVERSAL FOREST PRODUCTS, INC.

 

 

NOTES TO UNAUDITED

CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

A.       BASIS OF PRESENTATION

The accompanying unaudited interim consolidated condensed financial statements (the “Financial Statements”) include our accounts and those of our wholly-owned and majority-owned subsidiaries and partnerships, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, the Financial Statements do not include all of the information and footnotes normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States. All intercompany transactions and balances have been eliminated.

In our opinion, the Financial Statements contain all material adjustments necessary to present fairly our consolidated financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. These Financial Statements should be read in conjunction with the annual consolidated financial statements, and footnotes thereto, included in our Annual Report to Shareholders on Form 10‑K for the fiscal year ended December 31, 2016.

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 June 25, 2016 balances in the accompanying unaudited consolidated condensed balance sheets.

 

B.       FAIR VALUE

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 1, 2017

 

June 25, 2016

 

 

Quoted

 

Prices with

 

 

 

 

Quoted

 

Prices with

 

 

 

 

 

Prices in

 

Other

 

 

 

 

Prices in

 

Other

 

 

 

 

 

Active

 

Observable

 

 

 

 

Active

 

Observable

 

 

 

 

 

Markets

 

Inputs

 

 

 

 

Markets

 

Inputs

 

 

 

(in thousands)

    

(Level 1)

    

(Level 2)

    

Total

    

(Level 1)

    

(Level 2)

    

Total

Money market funds

 

$

64

    

$

891

    

$

955

    

$

65

    

$

506

    

$

571

Fixed income funds

 

 

1,495

 

 

6,451

 

 

7,946

 

 

1,935

 

 

2,383

 

 

4,318

Equity securities

 

 

9,822

 

 

 —

 

 

9,822

 

 

4,944

 

 

 

 

4,944

Mutual funds:

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

Domestic stock funds

 

 

330

 

 

 —

 

 

330

 

 

756

 

 

 

 

756

International stock funds

 

 

84

 

 

 —

 

 

84

 

 

69

 

 

 

 

69

Target funds

 

 

254

 

 

 —

 

 

254

 

 

231

 

 

 

 

231

Bond funds

 

 

206

 

 

 —

 

 

206

 

 

199

 

 

 

 

199

Total mutual funds

 

 

874

 

 

 —

 

 

874

 

 

1,255

 

 

 

 

1,255

Assets at fair value

 

$

12,255

 

$

7,342

 

$

19,597

 

$

8,199

 

$

2,889

 

$

11,088

 

We maintain money market, mutual funds, bonds, and/or stocks in our non-qualified deferred compensation plan and our wholly owned licensed captive insurance company. These funds are valued at prices quoted in an active exchange market and are included in “Cash and Cash Equivalents”, “Investments”, “Restricted Cash”, and

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UNIVERSAL FOREST PRODUCTS, INC.

 

“Restricted Investments”. We have elected not to apply the fair value option under ASC 825, Financial Instruments, to any of our financial instruments except for those expressly required by U.S. GAAP.

We did not maintain any Level 3 assets or liabilities at July 1, 2017 or June 25, 2016. 

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

 

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

In accordance with our investment policy, our wholly-owned captive, Ardellis Insurance Ltd. (“Ardellis”), maintains an investment portfolio, totaling $17.8 million as of July 1, 2017, consisting of domestic and international stocks, and fixed income bonds. 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized

 

 

 

 

    

Cost

    

Gain/(Loss)

    

Fair Value

Fixed Income

 

$

7,939

    

$

 8

  

$

7,947

Equity

 

 

9,045

 

 

776

  

 

9,821

Total

 

$

16,984

 

$

784

  

$

17,768

 

Our Fixed Income investments consist of short, intermediate, and long term bonds, as well as fixed blend bonds. Within the fixed income investments, we maintain a specific mixture of US treasury notes, US agency mortgage backed securities, private label mortgage backed securities, and various corporate securities. Our equity investments consist of small, mid, and large cap growth and value funds, as well as international equity. The net pre-tax effected unrealized gain was $784 thousand. Carrying amounts above are recorded in the investments and restricted investments line items within the balance sheet as of July 1, 2017. During the first six months of 2017, Ardellis investments reported a net realized gain of $156 thousand, which was recorded in interest income on the statement of earnings.

 

 

 

 

C.       REVENUE RECOGNITION

Revenue is recognized at the time the product is shipped to the customer. Generally, title 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.

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UNIVERSAL FOREST PRODUCTS, INC.

 

Earnings on construction contracts are reflected in operations using percentage-of-completion accounting, under either cost to cost or units of delivery methods, depending on the nature of the business at individual operations. Under percentage-of-completion using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred related to the total estimated costs. Under percentage-of-completion using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced related to the total number of units. Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for such revisions becomes known. Projected losses on individual contracts are charged to operations in their entirety when such losses become apparent. Construction contract revenue increased to approximately $31.1 million, during the second quarter of 2017, from $30.9 million during the same period of 2016.  Construction contract revenue was approximately $63.0 million and $63.4 million through the first six months of 2017 and 2016, respectively.

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

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

 

 

 

 

 

 

 

 

 

 

 

 

 

July 1,

 

December 31,

 

June 25,

 

 

    

2017

    

2016

    

2016

    

Cost and Earnings in Excess of Billings

 

$

3,521

    

$

2,573

    

$

2,835

    

Billings in Excess of Cost and Earnings

 

 

3,725

 

 

4,748

 

 

5,407

 

 

 

D.       EARNINGS PER SHARE

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

    

July 1,

    

June 25,

    

July 1,

    

June 25,

    

 

 

2017

 

2016

 

2017

 

2016

 

Numerator:

 

 

  

 

 

  

 

 

  

 

 

  

 

Net earnings attributable to controlling interest

 

$

33,642

 

$

33,398

 

$

54,704

 

$

52,611

 

Adjustment for earnings allocated to non-vested restricted common stock

 

 

(663)

 

 

(557)

 

 

(994)

 

 

(816)

 

Net earnings for calculating EPS

 

$

32,979

 

$

32,841

 

$

53,710

 

$

51,795

 

Denominator:

 

 

  

 

 

  

 

 

  

 

 

  

 

Weighted average shares outstanding

 

 

20,544

 

 

20,387

 

 

20,494

 

 

20,335

 

Adjustment for non-vested restricted common stock

 

 

(405)

 

 

(340)

 

 

(373)

 

 

(315)

 

Shares for calculating basic EPS

 

 

20,139

 

 

20,047

 

 

20,121

 

 

20,020

 

Effect of dilutive stock options

 

 

31

 

 

31

 

 

37

 

 

31

 

Shares for calculating diluted EPS

 

 

20,170

 

 

20,078

 

 

20,158

 

 

20,051

 

Net earnings per share:

 

 

  

 

 

  

 

 

  

 

 

  

 

Basic

 

$

1.64

 

$

1.64

 

$

2.67

 

$

2.59

 

Diluted

 

$

1.64

 

$

1.64

 

$

2.66

 

$

2.58

 

 

No options were excluded from the computation of diluted EPS for the quarters ended July 1, 2017 or June 25, 2016.

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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.

We own and operate a number of facilities throughout the United States that chemically treat lumber products. In connection with the ownership and operation of these and other real properties, and the disposal or treatment of hazardous or toxic substances, we may, under various federal, state, and local environmental laws, ordinances, and regulations, be potentially liable for removal and remediation costs, as well as other potential costs, damages, and expenses. Environmental reserves, calculated with no discount rate, have been established to cover remediation activities at wood preservation facilities in Stockertown, PA; Elizabeth City, NC; Auburndale, FL; and Medley, FL. In addition, a reserve was established for our facility in Thornton, CA to remove certain lead containing materials which existed on the property at the time of purchase.

On a consolidated basis, we have reserved approximately $3.6 million and $3.4 million on July 1, 2017, and June 25, 2016, respectively, representing the estimated costs to complete future remediation efforts. These amounts have not been reduced by an insurance receivable.

Many of our wood treating operations utilize “Subpart W” drip pads, defined as hazardous waste management units by the Environmental Protection Agency. The rules regulating drip pads require that a pad be “closed” at the point that it is no longer intended to be used for wood treating operations or to manage hazardous waste. Closure involves identification and disposal of contaminants which are required to be removed from the facility. The cost of closure is dependent upon a number of factors including, but not limited to, identification and removal of contaminants, cleanup standards that vary from state to state, and the time period over which the cleanup would be completed. Based on our present knowledge of existing circumstances, it is considered probable that these costs will approximate $0.2 million. As a result, this amount is recorded in other long-term liabilities on July 1, 2017.

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

In addition, on July 1, 2017, 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 July 1, 2017, we had outstanding purchase commitments on commenced capital projects of approximately $29.5 million.

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UNIVERSAL FOREST PRODUCTS, INC.

 

We provide a variety of warranties for products we manufacture. Historically, warranty claims have not been material. We distribute products manufactured by other companies, some of which are no longer in business. While we do not warrant these products, we have received claims as a distributor of these products when the manufacturer no longer exists or has the ability to pay. Historically, these costs have not had a material 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 July 1, 2017 we had approximately $8.2 million outstanding payment and performance bonds for open projects. We had approximately $2.3 million in payment and performance bonds outstanding for completed projects which are still under warranty.

On July 1, 2017, we had outstanding letters of credit totaling $26.5 million, primarily related to certain insurance contracts and industrial development revenue bonds described further below.

In lieu of cash deposits, we provide irrevocable letters of credit in favor of our insurers to guarantee our performance under certain insurance contracts. We currently have irrevocable letters of credit outstanding totaling approximately $16.7 million for these types of insurance arrangements. We have reserves recorded on our balance sheet, in accrued liabilities, that reflect our expected future liabilities under these insurance arrangements.

We are required to provide irrevocable letters of credit in favor of the bond trustees for all industrial development revenue bonds that have been issued. These letters of credit guarantee principal and interest payments to the bondholders. We currently have irrevocable letters of credit outstanding totaling approximately $9.8 million related to our outstanding industrial development revenue bonds. These letters of credit have varying terms but may be renewed at the option of the issuing banks.

Certain wholly owned domestic subsidiaries have guaranteed the indebtedness of Universal Forest Products, Inc. in certain debt agreements, including the Series 2012 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 second quarter of 2017 which would require us to recognize a liability on our balance sheet.

F.       BUSINESS COMBINATIONS

We completed the following acquisitions in six months ended 2017 and 2016 which were accounted for using the purchase method in thousands unless otherwise noted:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net 

 

Company

Acquisition 

 

Intangible 

Tangible 

Operating

Name

Date

Purchase Price

Assets

Assets

Segment

 

May 26, 2017

$5,042
cash paid for 100% asset purchase

$

4,880

$

162

South

Go Boy Pallets, LLC ("Go Boy")

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

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March 6, 2017

$31,818
cash paid for 100% asset purchase

$

7,533

$

24,285

South

Robbins Manufacturing Co. ("Robbins")

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

 

March 6, 2017

$22,789
cash paid for 100% asset purchase

$

14,341

$

8,448

North

Quality Hardwood Sales, LLC ("Quality")

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

 

November 29, 2016

$9,455
cash paid for 100% stock purchase

$

7,313

$

2,142

All Other

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

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

 

September 16, 2016

$66,046
cash paid for 100% stock purchase which includes $11,337 in net cash received. Also, paid $86,294 to retire outstanding debt and $6,536 of certain other obligations.

$

17,016

$

49,030

All Other

idX Holdings, Inc. ("idX")

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

 

a.

Eliminating redundant administrative support costs.

 

b.

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

 

c.

Utilizing manufacturing capacity of certain existing locations to supply idX.

 

d.

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

 

e.

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

 

f.

Collaborating on new product development.

 

July 29, 2016

$1,246
cash paid for asset purchase

$

405

$

841

North

Seven D Truss, L.P.

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

 

June 30, 2016

$10,787
cash paid for 100% stock purchase plus $500 holdback.

$

6,817

$

4,248

West

Idaho Western, Inc. ("IWI")

A supplier of products ranging from lumber and plywood to siding and doors. IWI had annual sales of approximately $21 million.  The acquisition of IWI allowed us to expand our presence in Boise, Idaho and consolidate with our Rapid Wood operations.

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UNIVERSAL FOREST PRODUCTS, INC.

 

The intangible assets for each acquisition were finalized and allocated to their respective identifiable intangible asset and goodwill accounts during 2017, excluding idX, Ubeeco, Quality, Robbins, and Go Boy.  Initial estimates have been made for idX, Ubeeco, Quality, and Robbins’ identifiable intangible and goodwill allocations and deferred tax which will be completed in 2017.

G.       SEGMENT REPORTING

ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company operates manufacturing, treating and distribution facilities throughout North America, but primarily in the United States. The Company manages the operations of its individual locations primarily through a geographic reporting structure under which each location is included in a region and regions are included in our North, South, and West divisions. The exceptions to this geographic reporting and management structure are (a) the Company’s Alternative Materials Division, which offers a portfolio of non-wood products and distributes those products nation-wide (b) the Company’s distribution unit (referred to as UFPD) which distributes a variety of products to the manufactured housing industry nation-wide and is accounted for as a reporting unit within the North segment, and (c) the idX division, which designs, produces, and installs customized in-store environments, for customers world-wide.

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

Our Alternative Materials, International and recently acquired idX division, have been included in the “All Other” column of the table below. The “Corporate” column includes unallocated administrative costs and certain incentive compensation expense.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended July 1, 2017

 

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

    

Net sales to outside customers

 

$

319,554

 

$

221,583

 

$

390,868

 

$

140,370

 

$

 —

 

$

1,072,375

 

Intersegment net sales

 

 

16,790

 

 

19,378

 

 

22,249

 

 

49,197

 

 

 —

 

 

107,614

 

Segment operating profit

 

 

16,246

 

 

10,229

 

 

24,704

 

 

5,798

 

 

(3,078)

 

 

53,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 25, 2016

 

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

    

Net sales to outside customers

 

$

288,185

 

$

194,425

 

$

326,619

 

$

62,864

 

$

 —

 

$

872,093

 

Intersegment net sales

 

 

14,638

 

 

9,860

 

 

21,015

 

 

6,535

 

 

 —

 

 

52,048

 

Segment operating profit

 

 

19,136

 

 

13,794

 

 

21,153

 

 

6,021

 

 

(6,439)

 

 

53,665

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended July 1, 2017

 

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

Net sales to outside customers

 

$

547,475

 

$

410,326

 

$

710,030

 

$

250,674

 

$

 —

 

$

1,918,505

Intersegment net sales

 

 

32,962

 

 

36,656

 

 

44,082

 

 

68,127

 

 

 —

 

 

181,827

Segment operating profit (loss)

 

 

26,224

 

 

20,918

 

 

43,008

 

 

6,404

 

 

(8,834)

 

 

87,720

 

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Six Months Ended June 25, 2016

 

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

Net sales to outside customers

 

$

490,910

 

$

359,524

 

$

604,207

 

$

99,603

 

$

 —

 

$

1,554,244

Intersegment net sales

 

 

27,752

 

 

19,051

 

 

43,271

 

 

11,985

 

 

 —

 

 

102,059

Segment operating profit

 

 

28,425

 

 

25,930

 

 

38,472

 

 

8,582

 

 

(15,834)

 

 

85,575

 

 

 

H.       INCOME TAXES

Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for state and local income taxes and permanent tax differences.  Our effective tax rate was 34.0% in the second quarter of 2017 compared to 35.3% for same period in 2016.  Our effective tax rate was 33.7% in the first six months of 2017 compared to 35.0% in 2016,  primarily due to recording a tax deduction for certain share-based compensation and fees at fair market value.

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UNIVERSAL FOREST PRODUCTS, INC.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Universal Forest Products, Inc. is a holding company with subsidiaries throughout North America, Europe, Asia, and in Australia that supply wood, wood composite and other products to three robust markets: retail, industrial, and construction. The Company is headquartered in Grand Rapids, Mich. For more information about Universal Forest Products, Inc., or its affiliated operations, go to www.ufpi.com.

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act, as amended, that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the markets we serve, the economy and the Company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” “likely,” “plans,” “projects,” “should,” variations of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. The Company does not undertake to update forward-looking statements to reflect facts, circumstances, events, or assumptions that occur after the date the forward-looking statements are made. Actual results could differ materially from those included in such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty. Among the factors that could cause actual results to differ materially from forward-looking statements are the following: fluctuations in the price of lumber; adverse or unusual weather conditions; adverse economic conditions in the markets we serve; government regulations, particularly involving environmental and safety regulations; and our ability to make successful business acquisitions. Certain of these risk factors as well as other risk factors and additional information are included in the Company's reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission. We are pleased to present this overview of 2017.

OVERVIEW

Our results for the second quarter of 2017 were impacted by the following:

·

Our gross sales increased by 23% compared to the second quarter of 2016, which was comprised of a 16% increase in unit sales and a 7% increase in selling prices primarily due to the commodity lumber market (see Historical Lumber Prices below).  Acquired operations contributed 12% to our unit sales growth.  Our 4% organic growth rate was primarily driven by our sales to industrial,  “big box” retail, residential construction, and manufactured housing customers.  Unit sales to commercial construction customers were flat and decreased to our independent retail customers. 

·

Our operating profits increased modestly by 0.4%, which compares unfavorably with our 16% increase in unit sales.  The shortfall in our profit growth was primarily due to the impact of volatile lumber prices on gross profits and the impact of acquired operations which contributed unit sales growth without a commensurate increase in operating profits. 

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HISTORICAL LUMBER PRICES

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

 

 

 

 

 

 

 

 

 

 

Random Lengths Composite

 

 

 

Average $/MBF

 

 

    

2017

    

2016

    

January

 

$

356

 

$

316

 

February

 

 

393

 

 

310

 

March

 

 

401

 

 

321

 

April

 

 

424

 

 

345

 

May

 

 

416

 

 

356

 

June

 

 

399

 

 

353

 

 

 

 

 

 

 

 

 

Second quarter average

 

$

413

 

$

351

 

Year-to-date average

 

$

398

 

$

334

 

 

 

 

 

 

 

 

 

Second quarter percentage change

 

 

17.7

%  

 

 

 

Year-to-date percentage change

 

 

19.2

%  

 

 

 

 

In addition, a Southern Yellow Pine (“SYP”) composite price, which we prepare and use, is presented below. Our purchases of this species comprised approximately 46% of total lumber purchases through the first six months of 2017 and 2016.

 

 

 

 

 

 

 

 

 

 

Random Lengths SYP

 

 

 

Average $/MBF

 

 

    

2017

    

2016

    

January

 

$

397

 

$

358

 

February

 

 

420

 

 

357

 

March

 

 

433

 

 

366

 

April

 

 

438

 

 

389

 

May

 

 

416

 

 

397

 

June

 

 

399

 

 

382

 

 

 

 

 

 

 

 

 

Second quarter average

 

$

418

 

$

389

 

Year-to-date average

 

$

417

 

$

375

 

 

 

 

 

 

 

 

 

Second quarter percentage change

 

 

7.5

%

 

 

 

Year-to-date percentage change

 

 

11.2

%

 

 

 

 

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UNIVERSAL FOREST PRODUCTS, INC.

 

IMPACT OF THE LUMBER MARKET ON OUR OPERATING RESULTS

We generally price our products to pass lumber costs through to our customers so that our profitability is based on the value-added manufacturing, distribution, engineering, and other services we provide. As a result, our sales levels (and working capital requirements) are impacted by the lumber costs of our products.  Lumber costs were 49.3% and 48.8% of our sales in the first six months of 2017 and 2016, respectively. 

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

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

·

Products with fixed selling prices. These products include value-added products such as deck components and fencing sold to retail customers, as well as trusses, wall panels and other components sold to the construction market, and most industrial packaging products. Prices for these products are generally fixed at the time of the sales quotation for a specified period of time or are based upon a specific quantity. In order to maintain margins and reduce any exposure to adverse trends in the price of component lumber products, we attempt to lock in costs with our suppliers for these sales commitments. Also, the time period and quantity limitations eventually allow us to re-price our products for changes in lumber costs from our suppliers.

·

Products with selling prices indexed to the reported Lumber Market with a fixed dollar “adder” to cover conversion costs and profits. These products primarily include treated lumber, remanufactured lumber, and trusses sold to the manufactured housing industry. For these products, we estimate the customers’ needs and we carry anticipated levels of inventory. Because lumber costs are incurred in advance of final sale prices, subsequent increases or decreases in the market price of lumber impact our gross margins.

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

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

·

Products with significant inventory levels with low turnover rates, whose selling prices are indexed to the Lumber Market. In other words, the longer the period of time these products remain in inventory, the greater the exposure to changes in the price of lumber. This would include treated lumber, which comprises approximately 20% of our total sales. This exposure is less significant with remanufactured lumber, trusses sold to the manufactured housing market, and other similar products, due to the higher rate of inventory turnover. We attempt to mitigate the risk associated with treated lumber through vendor consignment inventory programs. (Please refer to the “Risk Factors” section of our annual report on form 10‑K, filed with the United States Securities and Exchange Commission.)

·

Products with fixed selling prices sold under long-term supply arrangements, particularly those involving multi-family construction projects. We attempt to mitigate this risk through our purchasing practices by locking in costs.

Adverse trends in the lumber market impacted our gross profits on products sold under each of the general pricing methods described above.  The dramatic rise in lumber prices, which peaked in April, resulted in a decline in gross profit per unit on products sold with a fixed price in the second quarter.  Additionally, the subsequent decline in lumber prices

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in May and June resulted in a decline in gross profit per unit on products sold with a variable price indexed to the lumber market.  We anticipate these trends may continue to impact our results into the third quarter until we reach a point of re-pricing products sold via a fixed price with our customers and selling through higher cost material sold on a variable price.

Finally, recent wildfires in British Columbia have resulted in concerns about the supply of SPF material causing prices to rise significantly.  We will attempt to mitigate the impact of this matter through strategies including substituting other species when possible.

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

 

 

 

 

 

 

 

 

 

    

Period 1

    

Period 2

 

Lumber cost

 

$

300

 

$

400

 

Conversion cost

 

 

50

 

 

50

 

= Product cost

 

 

350

 

 

450

 

Adder

 

 

50

 

 

50

 

= Sell price

 

$

400

 

$

500

 

Gross margin

 

 

12.5

%  

 

10.0

%

 

As is apparent from the preceding example, the level of lumber prices does not impact our overall profits, but does impact our margins. Gross margins are negatively impacted during periods of high lumber prices; conversely, we experience margin improvement when lumber prices are relatively low.  In order to more effectively evaluate our profitability in such periods, we believe it is useful to compare our change in units shipped with our changes in costs and profits.

BUSINESS COMBINATIONS

We completed three business acquisitions during the first six months of 2017 and six during all of 2016. The annual historical sales attributable to acquisitions completed in 2017 and 2016 was approximately $124 million and $345 million, respectively. These business combinations were not significant to our quarterly or year-to-date operating results individually or in aggregate and thus pro forma results for 2017 or 2016 are not presented.

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

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UNIVERSAL FOREST PRODUCTS, INC.

 

RESULTS OF OPERATIONS

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

    

July 1,

    

June 25,

    

July 1,

    

June 25,

 

    

 

 

2017

 

2016

 

2017

 

2016

 

 

Net sales

 

100.0

%  

100.0

%  

100.0

%  

100.0

%

 

Cost of goods sold

 

86.2

 

84.9

 

86.0

 

84.9

 

 

Gross profit

 

13.8

 

15.1

 

14.0

 

15.1

 

 

Selling, general, and administrative expenses

 

8.8

 

8.9

 

9.5

 

9.6

 

 

Earnings from operations

 

5.0

 

6.2

 

4.6

 

5.5

 

 

Other expense (income), net

 

0.1

 

0.1

 

0.2

 

0.1

 

 

Earnings before income taxes

 

4.9

 

6.1

 

4.4

 

5.4

 

 

Income taxes

 

1.7

 

2.1

 

1.5

 

1.9

 

 

Net earnings

 

3.2

 

3.9

 

2.9

 

3.5

 

 

Less net earnings attributable to noncontrolling interest

 

(0.1)

 

(0.1)

 

(0.1)

 

(0.1)

 

 

Net earnings attributable to controlling interest

 

3.1

%  

3.8

%  

2.9

%  

3.4

%

 

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

GROSS SALES

We design, manufacture and market wood and wood-alternative products for national home centers and other retailers, structural lumber and other products for the manufactured housing industry, engineered wood components for residential and commercial construction, specialty wood packaging, components and packing materials for various industries, and customized interior fixtures used in a variety of retail stores, commercial and other structures.  Our strategic long-term sales objectives include:

·

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

·

Expanding geographically in our core businesses, domestically and internationally.

·

Increasing sales of "value-added" products, which primarily consist of fencing, decking, lattice, and other specialty products sold to the retail  market, specialty wood packaging, engineered wood components, customized interior fixtures, and "wood alternative" products. Engineered wood components include roof trusses, wall panels, and floor systems.  Wood alternative products consist primarily of composite wood and plastics. Although we consider the treatment of dimensional lumber with certain chemical preservatives a value-added process, treated lumber is not presently included in the value-added sales totals.

·

Maximizing unit sales growth while achieving return on investment goals.

·

Developing new products and expanding our product offering for existing customers. New product sales were $115.9 million in the second quarter of 2017 compared to $97.8 million during the second quarter of 2016.  New product sales year-to-date for 2017 and 2016 were $196.7 million and $166.1 million, respectively.

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UNIVERSAL FOREST PRODUCTS, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Product Sales by Market

 

New Product Sales by Market

 

 

Three Months Ended

 

Six Months Ended

(in thousands)

    

July 1,

    

June 25,

    

 

    

July 1,

    

June 25,

    

 

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

Retail

 

$

74,862

 

 

63,502

 

17.89%

 

$

119,975

 

$

100,714

 

19.12%

Industrial

 

 

25,356

 

 

21,445

 

18.24%

 

 

47,073

 

 

41,369

 

13.79%

Construction

 

 

15,666

 

 

12,896

 

21.48%

 

 

29,626

 

 

23,995

 

23.47%

Total New Product Sales

 

 

115,884

 

 

97,843

 

18.44%

 

 

196,674

 

 

166,078

 

18.42%

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

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

(in thousands)

    

July 1,

    

June 25,

    

 

 

 

July 1,

    

June 25,

    

 

    

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

Retail

 

$

459,140

 

$

407,670

 

12.6

%

 

$

770,891

 

$

678,928

 

13.5

%

Industrial

 

 

335,928

 

 

228,052

 

47.3

%

 

 

613,170

 

 

429,701

 

42.7

%

Construction

 

 

295,153

 

 

251,665

 

17.3

%

 

 

562,969

 

 

472,622

 

19.1

%

Total Gross Sales

 

 

1,090,221

 

 

887,387

 

22.9

%

 

 

1,947,030

 

 

1,581,251

 

23.1

%

Sales Allowances

 

 

(17,846)

 

 

(15,294)

 

16.7

%

 

 

(28,525)

 

 

(27,007)

 

5.6

%

Total Net Sales

 

$

1,072,375

 

$

872,093

 

23.0

%

 

$

1,918,505

 

$

1,554,244

 

23.4

%

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

Gross sales in the second quarter of 2017 increased 23% compared to the same period of 2016, due to a 16% increase in unit sales and a 7% increase in selling prices primarily due to the Lumber Market.  Acquired operations contributed 12% to our unit sales growth, and our organic unit sales growth was 4%.

Changes in our gross sales by market are discussed below.

Retail:

Gross sales to the retail market increased almost 13% in the second quarter of 2017 compared to the same period of 2016, due to an 8% increase in unit sales and a 5% increase in selling prices. Within this market, sales to our big box customers increased over 13%, and sales to other independent retailers increased over 11%.  Businesses we acquired contributed 8% to our growth in unit sales, primarily to independent retail customers, as our organic growth remained flat during the quarter.

Gross sales to the retail market increased almost 14% in the first six months of 2017 compared to the same period of 2016, due to an 8% increase in unit sales and a 6% increase in selling prices. Within this market, sales to our big box customers increased over 16%, and sales to other independent retailers increased over 10%.  Businesses we acquired contributed 6% to our growth in unit sales, primarily to independent retail customers; organic unit sales growth increased 2% in the first six months of 2017.

Industrial:

Gross sales to the industrial market increased over 47% in the second quarter of 2017 compared to the same period of 2016, resulting from a 40% increase in unit sales and a 7% increase in selling prices. Businesses we acquired contributed 32% to our growth in unit sales.  Our organic growth in unit sales of 8% was primarily due to adding 337 new customers, share gains with several existing customers, and greater demand from existing customers.

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Gross sales to the industrial market increased almost 43% in the first six months of 2017 compared to the same period of 2016, resulting from a 37% increase in unit sales and a 6% increase in selling prices. Businesses we acquired contributed 30% to our growth in unit sales.  Our organic growth in unit sales of 7% was primarily due to same factors discussed above.

Construction:

Gross sales to the construction market increased over 17% in the second quarter of 2017 compared to 2016. The increase was due to a 9% increase in unit sales and an 8% increase in our selling prices. Our increase in unit sales was driven by a 9% increase to manufactured housing customers, a 5% increase to commercial construction customers, and a 10% increase to residential construction customers.

By comparison (and based upon various industry publications):

·

Production of HUD-code manufactured homes in April and May 2017, the most recent period reported, was up 11.9% compared to the same period of 2016.

·

Non-residential construction activity in April and May increased approximately 11.3% compared to the same period of 2016.

·

National housing starts increased approximately 1.1% in the period from March through May 2017 (our sales trail housing starts by about a month) compared to the same period of 2016.  Our sales growth exceeds industry growth due to a combination of increased demand and market share.

Gross sales to the construction market increased over 19% in the first six months of 2017 compared to 2016. The increase was due to an 11% increase in unit sales and an 8% increase in our selling prices. Our increase in unit sales was driven by an 11% increase to manufactured housing customers, a 5% increase to commercial construction customers, and a 13% increase to residential construction customers due to the same factors discussed above. 

Value-Added and Commodity-Based Sales:

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

    

July 1,

 

June 25,

 

July 1,

 

June 25,

 

 

2017

 

2016

 

2017

 

2016

Value-Added

 

62.0

%  

 

61.4

%  

 

62.3

%  

 

61.8

%

Commodity-Based

 

38.0

%  

 

38.6

%  

 

37.7

%  

 

38.2

%

COST OF GOODS SOLD AND GROSS PROFIT

Our gross margin decreased to 13.8% from 15.1% comparing the second quarter of 2017 to the same period of 2016.  Our 12.7% increase in gross profit dollars compares unfavorably with our 16% increase in unit sales during the same period.  Acquired operations contributed $16.7 million of gross profit in the second quarter of 2017.  Excluding acquisitions, our gross profits were impacted by the following:

·

Our gross profit on sales to the retail market decreased by over $2 million due to a 110 basis decrease in gross margin as a result of selling variable price products into a falling lumber market.

·

Our gross profit on sales to the industrial market decreased by approximately $1 million primarily due to the impact of the higher cost of lumber on products we sell with fixed selling prices for a certain time period.

·

Our gross profit on sales to the construction market increased by almost $3 million due to a 7% organic unit sales increase.

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UNIVERSAL FOREST PRODUCTS, INC.

 

Our gross margin decreased to 14.0% from 15.1% comparing the first six months of 2017 to the same period of 2016.  Our 14.8% increase in gross profit dollars compares unfavorably with our 17% increase in unit sales in the first six months of 2017 compared to the same period last year. The increase in our gross profit dollars was primarily due to acquired operations which contributed $27.6 million of gross profit in the first six months of 2017.  Excluding acquisitions our gross profits were impacted by:

·

Our gross profit on sales to the retail market increased by almost $2 million due to a 2% organic unit sales increase.

·

Our gross profit on sales to the industrial market decreased by over $6 million primarily due to the impact of the higher cost of lumber on products we sell with fixed selling prices (See our discussion under Impact of the Lumber Market on Our Operating Results above).

·

Our gross profit on sales to the construction market increased by approximately $8 million due to a 9% organic unit sales increase.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (“SG&A”) expenses increased by approximately $16.5 million, or 21.2%, in the second quarter of 2017 compared to the same period of 2016, while we reported a 16% increase in unit sales. Acquired operations contributed approximately $14 million to our year over year increase.  The remaining increase was primarily due to an increase in compensation and benefit costs, bad debt expense and foreign currency exchange losses.  These increases were offset by a $1.4 million decrease in our accrued bonus expense to $12.1 million this year from $13.5 million last year.

Selling, general and administrative (“SG&A”) expenses increased by approximately $32.6 million, or 21.9%, in the first six months of 2017 compared to the same period of 2016, while we reported a 17% increase in unit sales. Acquired operations contributed approximately $27 million to our year over year increase.  The remaining increase was primarily due to an increase in compensation and benefit costs and foreign currency exchange losses.  These increases were offset by a $1.7 million decrease in our accrued bonus expense to $20.2 million this year from $21.9 last year.

INTEREST, NET

Net interest costs were higher in the second quarter of 2017 compared to the same period of 2016 due to carrying a higher amount of debt and a slight increase in short-term borrowing rates.

INCOME TAXES

Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for state and local income taxes and permanent tax differences.  Our effective tax rate was 34.0% in the second quarter of 2017 compared to 35.3% for same period in 2016 and 33.7% in the first six months of 2017 compared to 35.0% in 2016.  The decrease in our effective tax rate is due to recording a tax deduction for certain share-based compensation and fees at fair market value and an anticipated increase in our research and development tax credit.

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SEGMENT REPORTING

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

Earnings from Operations

 

 

Three Months Ended

 

 

Three Months Ended

 

    

July 1,

    

June 25,

    

$

    

%

    

  

July 1,

    

June 25,

    

$

    

%

(in thousands)

 

2017

 

2016

 

    Change    

 

Change

 

 

2017

 

2016

 

    Change    

 

Change

North

 

$

319,554

 

$

288,185

 

$

31,369

 

10.9

%  

 

 

$

16,246

 

$

19,136

 

$

(2,890)

 

(15.1)

%

South

 

 

221,583

 

 

194,425

 

 

27,158

 

14.0

%  

 

 

 

10,229

 

 

13,794

 

 

(3,565)

 

(25.8)

%

West

 

 

390,868

 

 

326,619

 

 

64,249

 

19.7

%  

 

 

 

24,704

 

 

21,153

 

 

3,551

 

16.8

%

All Other

 

 

140,370

 

 

62,864

 

 

77,506

 

123.3

%  

 

 

 

5,798

 

 

6,021

 

 

(223)

 

(3.7)

%

Corporate

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 

 

(3,078)

 

 

(6,439)

 

 

3,361

 

(52.2)

%

Total

 

$

1,072,375

 

$

872,093

 

$

200,282

 

23.0

%  

 

 

$

53,899

 

$

53,665

 

$

234

 

0.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

Earnings from Operations

 

 

Six Months Ended

 

 

Six Months Ended

 

    

July 1,

    

June 25,

    

$

    

%

    

  

July 1,

    

June 25,

    

$

    

%

 

(in thousands)

 

2017

 

2016

 

    Change    

 

Change

 

 

2017

 

2016

 

    Change    

 

Change

North

 

$

547,475

 

$

490,910

 

$

56,565

 

11.5

%  

 

 

$

26,224

 

$

28,425

 

$

(2,201)

 

(7.7)

%

South

 

 

410,326

 

 

359,524

 

 

50,802

 

14.1

%  

 

 

 

20,918

 

 

25,930

 

 

(5,012)

 

(19.3)

%

West

 

 

710,030

 

 

604,207

 

 

105,823

 

17.5

%  

 

 

 

43,008

 

 

38,472

 

 

4,536

 

11.8

%

All Other

 

 

250,674

 

 

99,603

 

 

151,071

 

151.7

%  

 

 

 

6,404

 

 

8,582

 

 

(2,178)

 

(25.4)

%

Corporate

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 

 

(8,834)

 

 

(15,834)

 

 

7,000

 

44.2

%

Total

 

$

1,918,505

 

$

1,554,244

 

$

364,261

 

23.4

%  

 

 

$

87,720

 

$

85,575

 

$

2,145

 

2.5

%


(1)

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

North

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

Net Sales

 

 

North Segment by Market

 

North Segment by Market

 

 

Three Months Ended

 

Six Months Ended

(in thousands)

    

July 1,

    

June 25,

    

 

 

    

July 1,

    

June 25,

    

 

 

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

Retail

 

$

161,697

 

$

152,643

 

5.9

%

 

$

248,640

 

$

237,447

 

4.7

%

Industrial

 

 

41,956

 

 

32,003

 

31.1

%

 

 

74,342

 

 

60,986

 

21.9

%

Construction

 

 

123,426

 

 

109,739

 

12.5

%

 

 

236,222

 

 

202,004

 

16.9

%

Total Gross Sales

 

 

327,079

 

 

294,385

 

11.1

%

 

 

559,204

 

 

500,437

 

11.7

%

Sales Allowances

 

 

(7,525)

 

 

(6,200)

 

21.4

%

 

 

(11,729)

 

 

(9,527)

 

23.1

%

Total Net Sales

 

$

319,554

 

$

288,185

 

10.9

%

 

$

547,475

 

$

490,910

 

11.5

%

Net sales attributable to the North reportable segment increased in the second quarter of 2017 compared to 2016 as a result of increased sales to each of our markets.  Our sales to the retail and construction markets increased due to the same factors previously discussed.  Acquired operations contributed $9.4 million to our industrial sales increase.

Earnings from operations for the North reportable segment decreased in the second quarter of 2017 by $2.9 million, or 15.1%, due to a decrease in gross profit of $0.7 million and a $2.2 million increase in SG&A expenses compared to last year.  Acquired operations contributed $0.7 million to our operating profits in the second quarter.  The remaining decrease was primarily due to the impact of the lumber market volatility on gross profits as previously described.

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UNIVERSAL FOREST PRODUCTS, INC.

 

Net sales attributable to the North reportable segment increased in the first six months of 2017 compared to 2016 due to an increase in sales to each of our markets.  Our sales to the retail and construction markets increased due to the same factors previously discussed.  Acquired operations contributed $12.5 million to our industrial sales increase.

Earnings from operations for the North reportable segment decreased in the first six months of 2017 by $2.2 million, or 7.7%, due to an increase in gross profit of $1.8 million offset by a $4.0 million increase in SG&A expenses compared to last year.  Acquired operations contributed $0.9 million to our operating profits in the first six months of 2017.  The remaining decrease was due to the same factors described above.

South

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

Net Sales

 

 

South Segment by Market

 

South Segment by Market

 

 

Three Months Ended

 

Six Months Ended

(in thousands)

    

July 1,

    

June 25,

    

 

    

 

July 1,

    

June 25,

    

 

 

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

Retail

 

$

106,340

 

$

92,123

 

15.4

%  

 

$

190,663

 

$

163,982

 

16.3

%

Industrial

 

 

71,120

 

 

65,162

 

9.1

%  

 

 

132,538

 

 

125,249

 

5.8

%

Construction

 

 

49,248

 

 

41,180

 

19.6

%  

 

 

96,333

 

 

77,432

 

24.4

%

Total Gross Sales

 

 

226,708

 

 

198,465

 

14.2

%  

 

 

419,534

 

 

366,663

 

14.4

%

Sales Allowances

 

 

(5,125)

 

 

(4,040)

 

26.9

%  

 

 

(9,208)

 

 

(7,139)

 

29.0

%

Total Net Sales

 

$

221,583

 

$

194,425

 

14.0

%  

 

$

410,326

 

$

359,524

 

14.1

%

Net sales attributable to the South reportable segment increased in the second quarter of 2017 compared to 2016 due to increased sales to retail, industrial, and construction customers.  Our sales to the retail and industrial markets increased primarily due to acquired operations which contributed $27.7 million and $1.2 million, respectively, of sales growth.  Our sales to the construction market increased primarily due to increased industry production of manufactured homes. 

Earnings from operations for the South reportable segment decreased in the second quarter of 2017 by $3.6 million, or 25.8%, due to a decrease in gross profit of $2.8 million and an increase of $0.8 million in SG&A expenses.  The decrease in gross profit was primarily due to the impact of the volatility in lumber prices.  Acquired operations contributed $0.8 million to our operating profits in the second quarter. 

Net sales attributable to the South reportable segment increased in the second quarter of 2017 compared to 2016 due to increased sales to retail, industrial, and construction customers.  Our sales to the retail market increased primarily due to acquired operations which contributed $35.5 million of sales growth, as well as increased sales with “big box” customers.  Our sales to the industrial market increased primarily due to share gains within our Southeast region.  Our sales to the construction market increased primarily due to increased industry production of manufactured homes. 

Earnings from operations for the South reportable segment decreased in the second quarter of 2017 by $5.0 million, or 19.3%, due to a decrease in gross profit of $3.9 million and an increase of $1.1 million in SG&A expenses.  The decrease in gross profit was primarily due to the same factors discussed above.  Acquired operations contributed $1.3 million to our operating profits in the first six months of 2017. 

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UNIVERSAL FOREST PRODUCTS, INC.

 

West

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

Net Sales

 

 

 

West Segment by Market

 

West Segment by Market

 

 

 

Three Months Ended

 

Six Months Ended

 

(in thousands)

    

July 1,

    

June 25,

    

 

 

    

July 1,

    

June 25,

    

 

 

 

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

 

Retail

 

$

133,353

 

$

114,216

 

16.8

%  

 

$

232,201

 

$

199,495

 

16.4

%  

 

Industrial

 

 

140,362

 

 

118,786

 

18.2

%  

 

 

256,718

 

 

224,304

 

14.5

%  

 

Construction

 

 

122,390

 

 

98,339

 

24.5

%  

 

 

230,212

 

 

188,702

 

22.0

%  

 

Total Gross Sales

 

 

396,105

 

 

331,341

 

19.5

%  

 

 

719,131

 

 

612,501

 

17.4

%  

 

Sales Allowances

 

 

(5,237)

 

 

(4,722)

 

10.9

%  

 

 

(9,101)

 

 

(8,294)

 

9.7

%  

 

Total Net Sales

 

$

390,868

 

$

326,619

 

19.7

%  

 

$

710,030

 

$

604,207

 

17.5

%  

 

Net sales attributable to the West reportable segment increased in the second quarter of 2017 compared to 2016 due to higher lumber prices and an increase in sales to the retail, construction, and industrial markets.  Our increase in sales to the retail was primarily due to an increase in demand from our big box customers.  Our increases in sales to the industrial and construction markets were primarily due to demand improvements and market share gains.  Acquisitions contributed $2.9 million, $2.1 million, and $3.8 million in sales growth to the retail, industrial, and construction markets, respectively.

Earnings from operations for the West reportable segment increased in the second quarter of 2017 by $3.6 million, or 16.8%, compared to the same period in 2016 due to a $5.8 million increase in gross profit, offset by a $2.2 million increase in SG&A expenses. Acquired operations contributed $0.5 million to our operating profits in the second quarter.  The remaining increase was primarily due to improvements in our sales mix of higher-margin value-added products.

Net sales attributable to the West reportable segment increased in the first six months of 2017 compared to 2016 due to an increase in sales to the retail, construction, and industrial markets.  Our sales to these markets increased due to the same factors previously discussed.  Acquisitions contributed $4.9 million, $3.2 million, and $6.8 million in sales growth to the retail, industrial, and construction markets, respectively.

Earnings from operations for the West reportable segment increased in the first six months of 2017 by $4.5 million, or 11.8%, compared to the same period in 2016 due to an $8.2 million increase in gross profit, offset by a $3.7 million increase in SG&A expenses.  Acquired operations contributed $0.8 million to our operating profits in the first six months of 2017.  The remaining increase was due to the same factors discussed above.

All Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

Net Sales

 

 

 

 

All Other Segment by Market

 

All Other Segment by Market

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

(in thousands)

    

July 1,

    

June 25,

    

 

 

    

July 1,

    

June 25,

    

 

 

 

    

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

 

 

Retail

 

$

57,750

 

$

47,756

 

20.9

%

 

$

99,386

 

$

76,557

 

29.8

%

 

 

Industrial

 

 

82,490

 

 

15,437

 

434.4

%

 

 

149,573

 

 

25,093

 

496.1

%

 

 

Construction

 

 

88

 

 

 3

 

2,833.3

%

 

 

202

 

 

 —

 

100.0

%

 

 

Total Gross Sales

 

 

140,328

 

 

63,196

 

122.1

%

 

 

249,161

 

 

101,650

 

145.1

%

 

 

Sales Allowances & Other

 

 

42

 

 

(332)

 

(112.7)

%

 

 

1,513

 

 

(2,047)

 

(173.9)

%

 

 

Total Net Sales

 

$

140,370

 

$

62,864

 

123.3

%

 

$

250,674

 

$

99,603

 

151.7

%

 

 

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

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UNIVERSAL FOREST PRODUCTS, INC.

 

Net sales attributable to All Other reportable segments increased in the second quarter of 2017 compared to 2016 due to increases in sales to the retail and industrial markets.  Our increase in sales to the industrial market was primarily due to a $60.3 million increase from businesses we acquired since June of 2016.

Earnings from operations for All Other reportable segments decreased during the second quarter of 2017 by $0.2 million, or 3.7%, compared to the same period of 2016.  During the second quarter of 2017, gross profit dollars increased $15.5 million, offset by an increase in SG&A expenses of $15.7 million compared to the same period of 2016.  Businesses we acquired contributed $0.3 million to our earnings from operations during the second quarter of 2017.

Net sales attributable to All Other reportable segments increased in the first six months of 2017 compared to 2016 due to increases in sales to the retail and industrial markets.  Our increase in sales to the industrial market was primarily due to a $113.8 million increase from businesses we acquired since June of 2016.

Earnings from operations for All Other reportable segments decreased during the first six months of 2017 by $2.2 million, or 25.4%, compared to the same period of 2016.  During the first six months of 2017, gross profit dollars increased $27.9 million, offset by an increase in SG&A expenses of $30.1 million compared to the same period of 2016.    Businesses we acquired since June of 2016 contributed $2.7 million to the earnings from operations decrease in the first six months of 2017.  These businesses are seasonal and sales volume is significantly lower in the first half of the year compared to other quarters.

OFF-BALANCE SHEET TRANSACTIONS

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

LIQUIDITY AND CAPITAL RESOURCES

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

 

 

 

 

 

 

 

 

 

Six Months Ended

 

    

July 1,

    

June 25,

 

 

2017

 

2016

Cash from operating activities

 

$

15,211

 

$

40,041

Cash used in investing activities

 

 

(99,887)

 

 

(29,363)

Cash from (used in) financing activities

 

 

74,521

 

 

(10,033)

Effect of exchange rate changes on cash

 

 

1,196

 

 

(561)

Net change in all cash and cash equivalents

 

 

(8,959)

 

 

84

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

 

 

34,489

 

 

88,342

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

 

$

25,530

 

$

88,426

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

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

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UNIVERSAL FOREST PRODUCTS, INC.

 

Due to the seasonality of our business and the effects of the Lumber Market, we believe our cash cycle (days of sales outstanding plus days supply of inventory less days payables outstanding) is a good indicator of our working capital management. As indicated in the table below, our cash cycle increased to 50 days from 43 days during the second quarter and increased to 54 days from 48 in the first six months of 2017 compared to the prior periods, due to the impact of acquired operations which carry comparatively higher investments in inventory than our other operations.  Excluding acquired operations our cash cycle was 45 days in the second quarter of 2017 and 48 days in the first six months of 2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

July 1,

 

June 25,

 

July 1,

 

June 25,

 

 

 

2017

 

2016

 

2017

 

2016

 

Days of sales outstanding

    

 

31

    

 

31

    

 

31

    

 

31

    

Days supply of inventory

 

 

39

 

 

33

 

 

43

 

 

38

 

Days payables outstanding

 

 

(20)

 

 

(21)

 

 

(20)

 

 

(21)

 

Days in cash cycle

 

 

50

 

 

43

 

 

54

 

 

48

 

In the first six months of 2017, our cash from operating activities was $15.2 million, which was comprised of net earnings of $56.2 million, and $27.0 million of non-cash expenses, offset by a $68.0 million seasonal increase in working capital since the end of December 2016.  Comparatively, cash from operating activities was $40.0 million in the first six months of 2016, which was comprised of net earnings of $54.5 million and $21.4 million of non-cash expenses, offset by a $35.9 million seasonal increase in working capital since the end of 2015.  The increase in working capital compared to the same period last year was primarily due to significant increases in inventory, accounts receivable, and accounts payable which can be attributable to the growth in acquisitions since June of last year and the increase in the lumber market.

Acquisitions and purchases of property, plant, and equipment comprised most of our cash used in investing activities during the first six months of 2017 and totaled $59.7 million and $34.5 million, respectively. Outstanding purchase commitments on existing capital projects totaled approximately $29.5 million on July 1, 2017. We currently plan to spend $70 million for the year in 2017 on capital expenditures.  We intend to fund capital expenditures and purchase commitments through our operating cash flows for the balance of the year.  Comparatively, capital expenditures were $24.3 million during the first six months of 2016.  The increase in our capital expenditures in 2017 is primarily due to the additional requirements of our recently acquired operations.  The sale and purchase of investments totaling $7.2 million and $15.1 million, respectively, are due to investment activity in our captive insurance subsidiary.

Cash flows from financing activities primarily consisted of net borrowings under our revolving credit facility of approximately $95.3 million, as a result of seasonal working capital requirements and to finance the acquisitions we completed in the first six months of 2017.  Additionally, we had $9.2 million in dividend payments and $9.9 million in payments for stock repurchases.

On July 1, 2017, we had $119.8 million outstanding on our $295 million revolving credit facility. The revolving credit facility also supports letters of credit totaling approximately $9.8 million on July 1, 2017; as a result, we have approximately $165.4 million in remaining availability on our revolver after considering letters of credit. Additionally, we have $150 million in availability under a “shelf agreement” for long term debt with a current lender. Financial covenants on the unsecured revolving credit facility and unsecured notes include minimum interest tests and a maximum leverage ratio. The agreements also restrict the amount of additional indebtedness we may incur and the amount of assets which may be sold. We were in compliance with all our covenant requirements on July 1, 2017.

ENVIRONMENTAL CONSIDERATIONS AND REGULATIONS

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

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UNIVERSAL FOREST PRODUCTS, INC.

 

CRITICAL ACCOUNTING POLICIES

In preparing our consolidated financial statements, we follow accounting principles generally accepted in the United States. These principles require us to make certain estimates and apply judgments that affect our financial position and results of operations. We continually review our accounting policies and financial information disclosures. There have been no material changes in our policies or estimates since December 31, 2016.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

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

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

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

Item 4. Controls and Procedures.

(a)

Evaluation of Disclosure Controls and Procedures. With the participation of management, our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15e and 15d – 15e) as of the quarter ended July 1, 2017 (the “Evaluation Date”), have concluded that, as of such date, our disclosure controls and procedures were effective.

(b)

Changes in Internal Controls. During the quarter ended July 1, 2017, there were no changes in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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UNIVERSAL FOREST PRODUCTS, INC.

 

PART II. OTHER INFORMATION

Item 1A. Risk Factors.

None.

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

(a)

None.

(b)

None.

(c)

Issuer purchases of equity securities.

 

 

 

 

 

 

 

 

 

Fiscal Month

    

(a)

    

(b)

    

(c)

    

(d)

April 2 - May 6, 2017

 

 —

 

 —

 

 —

 

2,868,723

May 7 - June 3, 2017

 

68,800

 

$ 90.58

 

 —

 

2,799,923

June 4 - July 1, 2017

 

41,200

 

$ 87.76

 

 —

 

2,758,723


(a)

Total number of shares purchased.

(b)

Average price paid per share.

(c)

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

(d)

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

On November 14, 2001, the Board of Directors approved a share repurchase program (which succeeded a previous program) allowing us to repurchase up to 2.5 million shares of our common stock. On October 14, 2011, our Board authorized an additional 2 million shares to be repurchased under our share repurchase program. The total number of remaining shares that may be repurchased under the program is approximately 2.8 million.

Item 5. Other Information.

None.

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Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

PART II. OTHER INFORMATION

Item 6. Exhibits.

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

 

 

 

31

Certifications.

 

 

 

 

(a)

Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

 

 

 

 

(b)

Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

 

 

 

32

Certifications.

 

 

 

 

(a)

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

 

 

 

 

(b)

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

 

 

 

101

Interactive Data File.

 

 

 

 

(INS)

XBRL Instance Document.

 

 

 

 

(SCH)

XBRL Schema Document.

 

 

 

 

(CAL)

XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

 

(LAB)

XBRL Taxonomy Extension Label Linkbase Document.

 

 

 

 

(PRE)

XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

 

(DEF)

XBRL Taxonomy Extension Definition Linkbase Document.


 

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Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

SIGNATURES

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

 

UNIVERSAL FOREST PRODUCTS, INC.

 

 

 

Date: August 2, 2017

By:

/s/ Matthew J. Missad

 

Matthew J. Missad,

 

Chief Executive Officer and Principal Executive Officer

 

 

 

 

 

 

Date: August 2, 2017

By:

/s/ Michael R. Cole

 

Michael R. Cole,

 

Chief Financial Officer,

 

Principal Financial Officer and

 

Principal Accounting Officer

 

 

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Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

EXHIBIT INDEX

Exhibit No.

Description

 

 

31

Certifications.

 

 

 

 

 

 

(a)

Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

 

 

 

 

 

 

(b)

Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

 

 

 

 

32

Certifications.

 

 

 

 

 

 

(a)

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

 

 

 

 

 

 

(b)

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

 

 

 

101

Interactive Data File.

 

 

 

 

(INS)

XBRL Instance Document.

 

 

 

 

(SCH)

XBRL Schema Document.

 

 

 

 

(CAL)

XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

 

(LAB)

XBRL Taxonomy Extension Label Linkbase Document.

 

 

 

 

(PRE)

XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

 

(DEF)

XBRL Taxonomy Extension Definition Linkbase Document


 

32