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 September 30, 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 September 30, 2017

 

 

Common stock, $1 par value

 

20,391,399

 

 

 

 

 

 

 


 

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 September 30, 2017, December 31, 2016 and September 24, 2016

3

 

 

 

 

 

 

Consolidated Condensed Statements of Earnings and Comprehensive Income for the Three Months Ended and Nine Months Ended September 30, 2017 and September 24, 2016

4

 

 

 

 

 

 

Consolidated Condensed Statements of Shareholders’ Equity for the Nine Months Ended September 30, 2017 and September 24, 2016

5

 

 

 

 

 

 

Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2017 and September 24, 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)

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 24,

 

 

    

2017

    

2016

    

2016

 

ASSETS

 

 

 

  

 

 

  

 

 

 

CURRENT ASSETS:

 

 

 

  

 

 

  

 

 

 

Cash and cash equivalents

 

$

22,044

    

$

34,091

  

$

36,683

 

Restricted cash

 

 

905

 

 

398

  

 

909

 

Investments

 

 

10,781

 

 

10,348

  

 

10,453

 

Accounts receivable, net

 

 

419,183

 

 

282,253

  

 

343,771

 

Inventories:

 

 

 

  

 

 

  

 

 

 

Raw materials

 

 

203,930

 

 

198,954

  

 

180,740

 

Finished goods

 

 

208,556

 

 

198,273

  

 

189,188

 

Total inventories

 

 

412,486

 

 

397,227

  

 

369,928

 

Refundable income taxes

 

 

763

 

 

11,459

  

 

7,407

 

Other current assets

 

 

22,438

 

 

20,662

  

 

21,636

 

TOTAL CURRENT ASSETS

 

 

888,600

 

 

756,438

 

 

790,787

 

DEFERRED INCOME TAXES

 

 

1,899

 

 

1,546

  

 

2,416

 

RESTRICTED INVESTMENTS

 

 

7,982

 

 

 —

  

 

 —

 

OTHER ASSETS

 

 

7,634

 

 

8,617

  

 

8,757

 

GOODWILL

 

 

212,029

 

 

198,535

  

 

207,832

 

INDEFINITE-LIVED INTANGIBLE ASSETS

 

 

7,580

 

 

2,340

  

 

2,340

 

OTHER INTANGIBLE ASSETS, NET

 

 

36,093

 

 

26,731

  

 

14,014

 

PROPERTY, PLANT AND EQUIPMENT:

 

 

 

  

 

 

  

 

 

 

  Property, plant and equipment

 

 

754,175

 

 

699,462

 

 

717,287

 

Less accumulated depreciation and amortization

 

 

(429,066)

 

 

(401,611)

  

 

(432,796)

 

       PROPERTY, PLANT AND EQUIPMENT, NET

 

 

325,109

 

 

297,851

 

 

284,491

 

TOTAL ASSETS

 

 

1,486,926

 

 

1,292,058

 

 

1,310,637

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

  

 

 

  

 

 

 

CURRENT LIABILITIES:

 

 

 

  

 

 

  

 

 

 

Cash overdraft

 

$

26,617

 

$

19,761

  

$

13,940

 

Accounts payable

 

 

171,774

 

 

124,660

  

 

137,979

 

Accrued liabilities:

 

 

 

  

 

 

  

 

 

 

Compensation and benefits

 

 

88,185

 

 

92,441

  

 

99,549

 

Other

 

 

50,179

 

 

32,281

  

 

57,104

 

Current portion of long-term debt

 

 

2,197

 

 

2,634

  

 

1,584

 

TOTAL CURRENT LIABILITIES

 

 

338,952

 

 

271,777

  

 

310,156

 

LONG-TERM DEBT

 

 

145,884

 

 

109,059

  

 

110,362

 

DEFERRED INCOME TAXES

 

 

22,806

 

 

20,817

  

 

14,066

 

OTHER LIABILITIES

 

 

29,204

 

 

29,939

  

 

28,963

 

TOTAL LIABILITIES

 

 

536,846

 

 

431,592

  

 

463,547

 

SHAREHOLDERS’ EQUITY:

 

 

 

  

 

 

  

 

 

 

Controlling interest shareholders’ equity:

 

 

 

  

 

 

  

 

 

 

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

 

$

 —

 

$

 —

  

$

 —

 

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

 

 

20,391

 

 

20,342

  

 

20,331

 

Additional paid-in capital

 

 

200,778

 

 

185,333

  

 

183,962

 

Retained earnings

 

 

715,497

 

 

649,135

  

 

637,536

 

Accumulated other comprehensive income

 

 

(871)

 

 

(5,630)

  

 

(4,854)

 

Total controlling interest shareholders’ equity

 

 

935,795

 

 

849,180

  

 

836,975

 

Noncontrolling interest

 

 

14,285

 

 

11,286

  

 

10,115

 

TOTAL SHAREHOLDERS’ EQUITY

 

 

950,080

 

 

860,466

  

 

847,090

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

1,486,926

 

$

1,292,058

  

$

1,310,637

 

 

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

 

Nine Months Ended

 

 

 

September 30,

 

September 24,

 

September 30,

 

September 24,

 

 

    

2017

    

2016

    

2017

    

2016

    

NET SALES

 

$

1,056,586

    

$

826,665

  

$

2,975,091

    

$

2,380,909

    

COST OF GOODS SOLD

 

 

911,899

 

 

708,611

  

 

2,561,424

 

 

2,028,629

 

GROSS PROFIT

 

 

144,687

 

 

118,054

  

 

413,667

 

 

352,280

 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

 

92,416

 

 

74,502

  

 

273,676

 

 

223,153

 

EARNINGS FROM OPERATIONS

 

 

52,271

 

 

43,552

  

 

139,991

 

 

129,127

 

INTEREST EXPENSE

 

 

1,481

 

 

1,096

  

 

4,825

 

 

3,274

 

INTEREST INCOME

 

 

(130)

 

 

(119)

  

 

(541)

 

 

(431)

 

EQUITY IN EARNINGS OF INVESTEE

 

 

 1

 

 

(50)

  

 

(25)

 

 

(241)

 

 

 

 

1,352

 

 

927

  

 

4,259

 

 

2,602

 

EARNINGS BEFORE INCOME TAXES

 

 

50,919

 

 

42,625

  

 

135,732

 

 

126,525

 

INCOME TAXES

 

 

16,250

 

 

13,861

  

 

44,855

 

 

43,268

 

NET EARNINGS

 

 

34,669

 

 

28,764

  

 

90,877

 

 

83,257

 

LESS NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

 

(976)

 

 

(945)

  

 

(2,480)

 

 

(2,828)

 

NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST

 

$

33,693

 

$

27,819

  

$

88,397

 

$

80,429

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE - BASIC

 

$

1.65

 

$

1.36

  

$

4.32

 

$

3.95

 

EARNINGS PER SHARE - DILUTED

 

$

1.64

 

$

1.36

  

$

4.31

 

$

3.94

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME:

 

 

 

 

 

 

 

 

 

 

 

 

 

NET EARNINGS

 

 

34,669

 

 

28,764

  

 

90,877

 

 

83,257

 

OTHER COMPREHENSIVE GAIN (LOSS)

 

 

1,719

 

 

(1,156)

  

 

6,141

 

 

(1,521)

 

COMPREHENSIVE INCOME

 

 

36,388

 

 

27,608

  

 

97,018

 

 

81,736

 

LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

 

(975)

 

 

(495)

  

 

(3,862)

 

 

(1,576)

 

COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST

 

$

35,413

 

$

27,113

  

$

93,156

 

$

80,160

 

 

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

 

 

 

  

 

 

  

 

80,429

 

 

  

 

 

2,828

  

 

83,257

Foreign currency translation adjustment

 

 

 

  

 

 

  

 

 

  

 

(620)

 

 

(1,252)

  

 

(1,872)

Unrealized gain (loss) on investment & foreign currency

 

 

 

  

 

 

  

 

 

  

 

351

 

 

  

 

 

351

Distributions to noncontrolling interest

 

 

 

  

 

 

  

 

 

  

 

 

  

 

(3,160)

 

 

(3,160)

Purchases of noncontrolling interest

 

 

 

  

 

855

  

 

 

  

 

 

  

 

(1,955)

 

 

(1,100)

Cash dividends $0.420 per share

 

 

 

  

 

 

  

 

(8,529)

 

 

  

 

 

  

 

 

(8,529)

Issuance of 5,195 shares under employee stock plans

 

 

 5

 

 

390

  

 

 

  

 

 

  

 

 

  

 

395

Issuance of 133,293 shares under stock grant programs

 

 

133

 

 

5,143

  

 

 

  

 

 

  

 

 

  

 

5,276

Issuance of 50,742 shares under deferred compensation plans

 

 

51

 

 

(51)

  

 

 

  

 

 

  

 

 

  

 

 —

Expense associated with share-based compensation arrangements

 

 

 

  

 

1,568

 

 

  

 

 

  

 

 

  

 

 

1,568

Accrued expense under deferred compensation plans

 

 

 

  

 

4,495

 

  

  

 

  

  

 

  

  

 

  

4,495

Balance at September 24, 2016

 

$

20,331

 

$

183,962

  

$

637,536

 

$

(4,854)

  

$

10,115

  

$

847,090

Balance at December 31, 2016

 

 

20,342

 

 

185,333

 

 

649,135

 

 

(5,630)

 

 

11,286

 

 

860,466

Net earnings

 

 

 

  

 

 

  

 

88,397

 

 

  

 

 

2,480

  

 

90,877

Foreign currency translation adjustment

 

 

 

  

 

 

  

 

 

  

 

4,325

 

 

1,382

  

 

5,707

Unrealized gain (loss) on investment & foreign currency

 

 

 

  

 

 

  

 

 

  

 

434

 

 

  

 

 

434

Distributions to noncontrolling interest

 

 

 

  

 

 

  

 

 

  

 

 

  

 

(3,272)

 

 

(3,272)

Additional purchases of noncontrolling interest

 

 

 

  

 

 

 

 

  

 

 

  

 

 

2,409

  

 

2,409

Cash dividends - $0.450 per share

 

 

 

  

 

 

  

 

(9,208)

 

 

  

 

 

  

 

 

(9,208)

Issuance of 5,975 shares under employee stock plans

 

 

 6

 

 

470

  

 

 

  

 

 

  

 

 

  

 

476

Issuance of 142,775 shares under stock grant programs

 

 

143

 

 

7,037

  

 

 

  

 

 

  

 

 

  

 

7,180

Issuance of 49,160 shares under deferred compensation plans

 

 

49

 

 

(49)

  

 

 

  

 

 

  

 

 

  

 

 —

Repurchase of 148,580 shares

 

 

(149)

 

 

 

 

 

(12,827)

 

 

 

 

 

 

 

 

(12,976)

Expense associated with share-based compensation arrangements

 

 

 

  

 

1,978

 

 

  

 

 

  

 

 

  

 

 

1,978

Accrued expense under deferred compensation plans

 

 

 

  

 

6,009

 

 

  

 

 

  

 

 

  

 

 

6,009

Balance at September 30, 2017

 

$

20,391

 

$

200,778

  

$

715,497

 

$

(871)

  

$

14,285

  

$

950,080

 

See notes to consolidated condensed financial statements.

5


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

(in thousands)

 

Nine Months Ended

 

 

 

September 30,

 

September 24,

 

 

    

2017

    

2016

    

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

  

 

 

 

Net earnings

 

$

90,877

    

$

83,257

 

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

 

 

 

  

 

 

 

Depreciation

 

 

36,010

 

 

29,014

 

Amortization of intangibles

 

 

3,549

 

 

1,868

 

Expense associated with share-based compensation arrangements

 

 

1,978

 

 

1,568

 

Expense associated with stock grant plans

 

 

144

 

 

105

 

Deferred income taxes (credits)

 

 

117

 

 

(53)

 

Equity in earnings of investee

 

 

(25)

 

 

(241)

 

Net (gain) loss on disposition and impairment of assets

 

 

(437)

 

 

94

 

Changes in:

 

 

 

  

 

 

 

Accounts receivable

 

 

(121,688)

 

 

(69,357)

 

Inventories

 

 

(820)

 

 

21,683

 

Accounts payable and cash overdraft

 

 

53,424

 

 

35,026

 

Accrued liabilities and other

 

 

34,221

 

 

33,413

 

NET CASH FROM OPERATING ACTIVITIES

 

 

97,350

 

 

136,377

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

  

 

 

 

Purchases of property, plant and equipment

 

 

(57,189)

 

 

(35,723)

 

Proceeds from sale of property, plant and equipment

 

 

2,121

 

 

516

 

Acquisitions, net of cash received

 

 

(59,859)

 

 

(66,615)

 

Repayments of debt of acquiree

 

 

 —

 

 

(92,830)

 

Purchase of remaining noncontrolling interest, net of cash received

 

 

 —

 

 

(1,100)

 

Cash contributed from noncontrolling interest

 

 

464

 

 

 —

 

Advances of notes receivable

 

 

(234)

 

 

(5,400)

 

Collections on notes receivable

 

 

1,334

 

 

5,819

 

Purchases of investments

 

 

(12,155)

 

 

(4,468)

 

Proceeds from sale of investments

 

 

4,227

 

 

1,395

 

Other

 

 

(84)

 

 

(1,733)

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

(121,375)

 

 

(200,139)

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

  

 

 

 

Borrowings under revolving credit facilities

 

 

610,038

 

 

52,479

 

Repayments under revolving credit facilities

 

 

(573,829)

 

 

(27,177)

 

Proceeds from issuance of common stock

 

 

476

 

 

396

 

Dividends paid to shareholders

 

 

(9,207)

 

 

(8,529)

 

Distributions to noncontrolling interest

 

 

(3,272)

 

 

(3,160)

 

Repurchase of common stock

 

 

(12,976)

 

 

 —

 

Other

 

 

 —

 

 

(28)

 

NET CASH FROM (USED IN) FINANCING ACTIVITIES

 

 

11,230

 

 

13,981

 

Effect of exchange rate changes on cash

 

 

1,255

 

 

(969)

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

(11,540)

 

 

(50,750)

 

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

 

 

34,489

 

 

88,342

 

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

 

$

22,949

 

$

37,592

 

 

 

 

 

 

 

 

 

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

$

34,091

 

$

87,756

 

Restricted cash, beginning of period

 

 

398

 

 

586

 

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

 

$

34,489

 

$

88,342

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

22,044

 

$

36,683

 

Restricted cash, end of period

 

 

905

 

 

909

 

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

 

$

22,949

 

$

37,592

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

  

 

 

 

Interest paid

 

$

3,910

 

$

2,587

 

Income taxes paid

 

 

34,108

 

 

43,384

 

NON-CASH FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Common stock issued under deferred compensation plans

 

 

4,673

 

 

3,657

 

See notes to consolidated condensed financial statements.

6


 

Table of Contents

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 September 24, 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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

September 24, 2016

 

 

Quoted

 

Prices with

 

 

 

 

Quoted

 

Prices with

 

 

 

 

 

Prices in

 

Other

 

 

 

 

Prices in

 

Other

 

 

 

 

 

Active

 

Observable

 

 

 

 

Active

 

Observable

 

 

 

 

 

Markets

 

Inputs

 

 

 

 

Markets

 

Inputs

 

 

 

(in thousands)

    

(Level 1)

    

(Level 2)

    

Total

    

(Level 1)

    

(Level 2)

    

Total

Money market funds

 

$

64

    

$

413

    

$

477

    

$

64

    

$

132

    

$

196

Fixed income funds

 

 

1,299

 

 

6,905

 

 

8,204

 

 

2,049

 

 

2,335

 

 

4,384

Equity securities

 

 

10,194

 

 

 —

 

 

10,194

 

 

5,592

 

 

 —

 

 

5,592

Mutual funds:

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

Domestic stock funds

 

 

335

 

 

 —

 

 

335

 

 

760

 

 

 —

 

 

760

International stock funds

 

 

87

 

 

 —

 

 

87

 

 

70

 

 

 —

 

 

70

Target funds

 

 

260

 

 

 —

 

 

260

 

 

234

 

 

 —

 

 

234

Bond funds

 

 

208

 

 

 —

 

 

208

 

 

203

 

 

 —

 

 

203

Total mutual funds

 

 

890

 

 

 —

 

 

890

 

 

1,267

 

 

 —

 

 

1,267

Total

 

$

12,447

 

$

7,318

 

$

19,765

 

$

8,972

 

$

2,467

 

$

11,439

Assets at fair value

 

$

12,447

 

$

7,318

 

$

19,765

 

$

8,972

 

$

2,467

 

$

11,439

 

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

7


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

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

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

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

 

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

In accordance with our investment policy, our wholly-owned captive, Ardellis Insurance Ltd. (“Ardellis”), maintains an investment portfolio, totaling $18.4 million as of September 30, 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

 

$

8,170

    

$

34

  

$

8,204

Equity

 

 

9,123

 

 

1,071

  

 

10,194

Total

 

$

17,293

 

$

1,105

  

$

18,398

 

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 $1.1 million. Carrying amounts above are recorded in the investments and restricted investments line items within the balance sheet as of September 30, 2017. During the first nine months of 2017, Ardellis investments reported a net realized gain of $185 thousand, which was recorded in interest income on the statement of earnings.

 

 

 

 

8


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

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.

On May 28, 2014, the FASB issued ASU No. 2014-09 (Accounting Standard Codification 606), Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The Company plans to adopt the guidance in the first quarter of fiscal 2018 and apply the modified retrospective method. The Company is in the process of finalizing contract reviews and the completion of the new standard’s impact on its Consolidated Financial Statements.

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 $36.6 million, during the third quarter of 2017, from $31.9 million during the same period of 2016.  Construction contract revenue was approximately $99.6 million and $95.2 million through the first nine months of 2017 and 2016, respectively.

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):

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 24,

 

 

    

2017

    

2016

    

2016

    

Cost and Earnings in Excess of Billings

 

$

2,594

    

$

2,573

    

$

2,788

    

Billings in Excess of Cost and Earnings

 

 

4,802

 

 

4,748

 

 

6,222

 

 

 

9


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

D.       EARNINGS PER SHARE

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

    

September 30,

    

September 24,

    

September 30,

    

September 24,

    

 

 

2017

 

2016

 

2017

 

2016

 

Numerator:

 

 

  

 

 

  

 

 

  

 

 

  

 

Net earnings attributable to controlling interest

 

$

33,693

 

$

27,819

 

$

88,397

 

$

80,429

 

Adjustment for earnings allocated to non-vested restricted common stock

 

 

(656)

 

 

(463)

 

 

(1,633)

 

 

(1,281)

 

Net earnings for calculating EPS

 

$

33,037

 

$

27,356

 

$

86,764

 

$

79,148

 

Denominator:

 

 

  

 

 

  

 

 

  

 

 

  

 

Weighted average shares outstanding

 

 

20,474

 

 

20,402

 

 

20,481

 

 

20,360

 

Adjustment for non-vested restricted common stock

 

 

(399)

 

 

(340)

 

 

(378)

 

 

(324)

 

Shares for calculating basic EPS

 

 

20,075

 

 

20,062

 

 

20,103

 

 

20,036

 

Effect of dilutive stock options

 

 

41

 

 

33

 

 

37

 

 

32

 

Shares for calculating diluted EPS

 

 

20,116

 

 

20,095

 

 

20,140

 

 

20,068

 

Net earnings per share:

 

 

  

 

 

  

 

 

  

 

 

  

 

Basic

 

$

1.65

 

$

1.36

 

$

4.32

 

$

3.95

 

Diluted

 

$

1.64

 

$

1.36

 

$

4.31

 

$

3.94

 

 

No options were excluded from the computation of diluted EPS for the quarters ended September 30, 2017 or September 24, 2016.

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

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

    

September 30,

    

September 24,

    

September 30,

    

September 24,

    

 

 

2017

 

2016

 

2017

 

2016

 

Shares for calculating basic EPS - Post stock split basis

 

 

60,225

 

 

60,186

 

 

60,309

 

 

60,108

 

Shares for calculating diluted EPS - Post stock split basis

 

 

60,348

 

 

60,285

 

 

60,420

 

 

60,204

 

Net earnings per share (post stock split):

 

 

  

 

 

  

 

 

  

 

 

  

 

Basic

 

$

0.55

 

$

0.45

 

$

1.44

 

$

1.32

 

Diluted

 

$

0.55

 

$

0.45

 

$

1.44

 

$

1.31

 

 

 

 

E.       COMMITMENTS, CONTINGENCIES, AND GUARANTEES

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

10


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

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

On a consolidated basis, we have reserved approximately $3.6 million and $3.4 million on September 30, 2017, and September 24, 2016, respectively, representing the estimated costs to complete future remediation efforts. These amounts have not been reduced by an insurance receivable.

Many of our wood treating operations utilize “Subpart W” drip pads, defined as hazardous waste management units by the Environmental Protection Agency. The rules regulating drip pads require that a pad be “closed” at the point that it is no longer intended to be used for wood treating operations or to manage hazardous waste. Closure involves identification and disposal of contaminants which are required to be removed from the facility. The cost of closure is dependent upon a number of factors including, but not limited to, identification and removal of contaminants, cleanup standards that vary from state to state, and the time period over which the cleanup would be completed. Based on our present knowledge of existing circumstances, it is considered probable that these costs will approximate $0.2 million. As a result, this amount is recorded in other long-term liabilities on September 30, 2017.

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

In addition, on September 30, 2017, we were parties either as plaintiff or defendant to a number of lawsuits and claims arising through the normal course of our business. In the opinion of management, our consolidated financial statements will not be materially affected by the outcome of these contingencies and claims.

On September 30, 2017, we had outstanding purchase commitments on commenced capital projects of approximately $26.1 million.

We provide a variety of warranties for products we manufacture. Historically, warranty claims have not been material. We distribute products manufactured by other companies, 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.

11


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

As part of our operations, we supply building materials and labor to site-built construction projects or we jointly bid on contracts with framing companies for such projects. In some instances, we are required to post payment and performance bonds to insure the project owner 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 September 30, 2017 we had approximately $8.8 million outstanding payment and performance bonds for open projects. We had approximately $1.7 million in payment and performance bonds outstanding for completed projects which are still under warranty.

On September 30, 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 third quarter of 2017 which would require us to recognize a liability on our balance sheet.

F.       BUSINESS COMBINATIONS

We completed the following acquisitions in nine 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.

 

March 6, 2017

$31,818
cash paid for 100% asset purchase

$

7,533

$

24,285

South

Robbins Manufacturing Co. ("Robbins")

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

 

March 6, 2017

$22,789
cash paid for 100% asset purchase

$

14,266

$

8,523

North

12


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

Quality Hardwood Sales, LLC ("Quality")

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

 

November 29, 2016

$9,455
cash paid for 100% stock purchase

$

7,314

$

2,141

All Other

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

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

 

September 16, 2016

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

$

17,455

$

49,236

All Other

idX Holdings, Inc. ("idX")

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

 

a.

Eliminating redundant administrative support costs.

 

b.

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

 

c.

Utilizing manufacturing capacity of certain existing locations to supply idX.

 

d.

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

 

e.

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

 

f.

Collaborating on new product development.

 

July 29, 2016

$1,246

cash paid for asset purchase

$

405

$

841

North

Seven D Truss, L.P.

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

The intangible assets for each acquisition were finalized and allocated to their respective identifiable intangible asset and goodwill accounts during 2017, excluding Go Boy.  In aggregate, acquisitions completed since September of 2016 contributed approximately $292.1 million in revenue and $5.3 million in operating profit during 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.

13


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

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 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 September 30, 2017

 

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

    

Net sales to outside customers

 

$

310,384

 

$

206,050

 

$

378,714

 

$

161,438

 

$

 —

 

$

1,056,586

 

Intersegment net sales

 

 

18,897

 

 

18,817

 

 

21,384

 

 

47,539

 

 

 —

 

 

106,637

 

Segment operating profit

 

 

16,697

 

 

10,234

 

 

22,538

 

 

6,882

 

 

(4,080)

 

 

52,271

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 24, 2016

 

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

    

Net sales to outside customers

 

$

267,156

 

$

173,715

 

$

335,981

 

$

49,813

 

$

 —

 

$

826,665

 

Intersegment net sales

 

 

14,318

 

 

9,642

 

 

22,054

 

 

4,574

 

 

 —

 

 

50,588

 

Segment operating profit

 

 

14,630

 

 

9,900

 

 

19,962

 

 

2,959

 

 

(3,899)

 

 

43,552

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2017

 

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

Net sales to outside customers

 

$

857,858

 

$

616,376

 

$

1,088,744

 

$

412,113

 

$

 —

 

$

2,975,091

Intersegment net sales

 

 

51,859

 

 

55,472

 

 

65,466

 

 

116,743

 

 

 —

 

 

289,540

Segment operating profit (loss)

 

 

42,921

 

 

31,152

 

 

65,547

 

 

13,285

 

 

(12,914)

 

 

139,991

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 24, 2016

 

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

Net sales to outside customers

 

$

758,066

 

$

533,239

 

$

940,188

 

$

149,416

 

$

 —

 

$

2,380,909

Intersegment net sales

 

 

42,071

 

 

28,693

 

 

65,325

 

 

16,559

 

 

 —

 

 

152,648

Segment operating profit

 

 

43,054

 

 

35,830

 

 

58,434

 

 

11,542

 

 

(19,733)

 

 

129,127

 

 

 

H.       INCOME TAXES

Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for state and local income taxes and permanent tax differences.  Our effective tax rate was 31.9% in the third quarter of 2017 compared to 32.5% for same period in 2016.  Our effective tax rate was 33.0% in the first nine months of 2017 compared to 34.2% in 2016,  primarily due to recording a tax deduction for certain share-based compensation and fees at fair market value.

14


 

Table of Contents

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 third quarter of 2017 were impacted by the following:

·

Our gross sales increased by 28% compared to the third quarter of 2016, which was comprised of a 22% increase in unit sales and a 6% increase in selling prices primarily due to the commodity lumber market (see Historical Lumber Prices below).  Acquired operations contributed 15% to our unit sales growth.  Our 7% organic growth rate was primarily driven by our sales to industrial, retail, residential construction, and manufactured housing customers.  Unit sales to commercial construction customers decreased. 

·

Our operating profits increased by 20.0%, which is comparable with our 22% 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 proportionate increase in operating profits. 

15


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

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

 

July

 

 

411

 

 

351

 

August

 

 

417

 

 

367

 

September

 

 

416

 

 

354

 

 

 

 

 

 

 

 

 

Third quarter average

 

$

415

 

$

357

 

Year-to-date average

 

$

404

 

$

341

 

 

 

 

 

 

 

 

 

Third quarter percentage change

 

 

16.2

%  

 

 

 

Year-to-date percentage change

 

 

18.5

%  

 

 

 

 

In addition, a Southern Yellow Pine (“SYP”) composite price, which we prepare and use, is presented below. Our purchases of this species comprised approximately 44% and 42% of total lumber purchases through the first nine months of 2017 and 2016, respectively.

 

 

 

 

 

 

 

 

 

 

Random Lengths SYP

 

 

 

Average $/MBF

 

 

    

2017

    

2016

    

January

 

$

397

 

$

358

 

February

 

 

420

 

 

357

 

March

 

 

433

 

 

366

 

April

 

 

438

 

 

389

 

May

 

 

416

 

 

397

 

June

 

 

399

 

 

382

 

July

 

 

381

 

 

380

 

August

 

 

383

 

 

391

 

September

 

 

387

 

 

375

 

 

 

 

 

 

 

 

 

Third quarter average

 

$

384

 

$

382

 

Year-to-date average

 

$

406

 

$

377

 

 

 

 

 

 

 

 

 

Third quarter percentage change

 

 

0.5

%

 

 

 

Year-to-date percentage change

 

 

7.7

%

 

 

 

 

16


 

Table of Contents

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 48.2% and 48.4% of our sales in the first nine 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 19% 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.

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

17


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

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

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

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

 

 

 

 

 

 

 

 

 

    

Period 1

    

Period 2

 

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 nine 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 $324 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.

18


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

RESULTS OF OPERATIONS

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

    

September 30,

    

September 24,

    

September 30,

    

September 24,

 

    

 

 

2017

 

2016

 

2017

 

2016

 

 

Net sales

 

100.0

%  

100.0

%  

100.0

%  

100.0

%

 

Cost of goods sold

 

86.3

 

85.7

 

86.1

 

85.2

 

 

Gross profit

 

13.7

 

14.3

 

13.9

 

14.8

 

 

Selling, general, and administrative expenses

 

8.8

 

9.1

 

9.2

 

9.3

 

 

Earnings from operations

 

4.9

 

5.3

 

4.7

 

5.4

 

 

Other expense (income), net

 

0.1

 

0.1

 

0.1

 

0.1

 

 

Earnings before income taxes

 

4.8

 

5.2

 

4.6

 

5.3

 

 

Income taxes

 

1.5

 

1.7

 

1.5

 

1.8

 

 

Net earnings

 

3.3

 

3.5

 

3.1

 

3.5

 

 

Less net earnings attributable to noncontrolling interest

 

(0.1)

 

(0.1)

 

(0.1)

 

(0.1)

 

 

Net earnings attributable to controlling interest

 

3.2

%  

3.4

%  

3.0

%  

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 $107.7 million in the third quarter of 2017 compared to $88.5 million during the third quarter of 2016.  New product sales year-to-date for 2017 and 2016 were $313.6 million and $255.3 million, respectively.

19


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Product Sales by Market

 

New Product Sales by Market

 

 

Three Months Ended

 

Nine Months Ended

(in thousands)

    

September 30,

    

September 24,

    

 

    

September 30,

    

September 24,

    

 

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

Retail

 

$

65,383

 

 

53,252

 

22.78%

 

$

192,194

 

$

153,966

 

24.83%

Industrial

 

 

26,738

 

 

23,374

 

14.39%

 

 

76,125

 

 

65,642

 

15.97%

Construction

 

 

15,577

 

 

11,911

 

30.78%

 

 

45,321

 

 

35,717

 

26.89%

Total New Product Sales

 

 

107,698

 

 

88,537

 

21.64%

 

 

313,640

 

 

255,325

 

22.84%

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

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

(in thousands)

    

September 30,

    

September 24,

    

 

 

 

September 30,

    

September 24,

    

 

    

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

Retail

 

$

391,895

 

$

339,275

 

15.5

%

 

$

1,162,785

 

$

1,018,203

 

14.2

%

Industrial

 

 

369,506

 

 

232,017

 

59.3

%

 

 

982,675

 

 

661,718

 

48.5

%

Construction

 

 

310,026

 

 

267,772

 

15.8

%

 

 

872,997

 

 

740,393

 

17.9

%

Total Gross Sales

 

 

1,071,427

 

 

839,064

 

27.7

%

 

 

3,018,457

 

 

2,420,314

 

24.7

%

Sales Allowances

 

 

(14,841)

 

 

(12,399)

 

19.7

%

 

 

(43,366)

 

 

(39,405)

 

10.1

%

Total Net Sales

 

$

 1,056,586

 

$

826,665

 

27.8

%

 

$

2,975,091

 

$

2,380,909

 

25.0

%

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

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

Changes in our gross sales by market are discussed below.

Retail:

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

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

Industrial:

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

20


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

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

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

Construction:

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

By comparison (and based upon various industry publications):

·

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

·

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

·

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

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

Value-Added and Commodity-Based Sales:

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

    

September 30,

 

September 24,

 

September 30,

 

September 24,

 

 

2017

 

2016

 

2017

 

2016

Value-Added

 

63.9

%  

 

61.1

%  

 

62.9

%  

 

61.5

%

Commodity-Based

 

36.1

%  

 

38.9

%  

 

37.1

%  

 

38.5

%

COST OF GOODS SOLD AND GROSS PROFIT

Our gross margin decreased to 13.7% from 14.3% comparing the third quarter of 2017 to the same period of 2016 due to the higher level of lumber prices.  Our 22.6% increase in gross profit dollars compares favorably with our 22% increase in unit sales during the same period.  Acquired operations contributed $19.9 million of gross profit in the third quarter of 2017.  Excluding acquisitions, our gross profits increased by $6.7 million, or 5.7%, over the same period last year as follows:

·

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

·

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

21


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

·

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

Our gross margin decreased to 13.9% from 14.8% comparing the first nine months of 2017 to the same period of 2016.  Our 17.4% increase in gross profit dollars compares unfavorably with our 19% increase in unit sales in the first nine months of 2017 compared to the same period last year. The increase in our gross profit dollars was primarily due to acquired operations which contributed $45.6 million of gross profit in the first nine months of 2017.  Excluding acquisitions, our gross profits increased by $15.8 million over the same period last year as follows:

·

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

·

Our gross profit on sales to the industrial market decreased by over $5 million.

·

Our gross profit on sales to the construction market increased by over $12 million.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (“SG&A”) expenses increased by approximately $17.9 million, or 24.0%, in the third quarter of 2017 compared to the same period of 2016, while we reported a 22% increase in unit sales. Accrued bonus expense, which varies with our overall profitability and return on investment, totaled $12.4 million in the third quarter of 2017 compared to $12.0 million in 2016.  Acquired operations contributed approximately $15 million to our year over year increase.  The remaining increase was primarily due to an increase in compensation and benefit costs. 

Selling, general and administrative (“SG&A”) expenses increased by approximately $50.5 million, or 22.6%, in the first nine months of 2017 compared to the same period of 2016, while we reported a 19% increase in unit sales.  Accrued bonus expense totaled $32.6 million in the nine months of 2017 compared to $33.9 million in 2016.  Acquired operations contributed approximately $41 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. 

INTEREST, NET

Net interest costs were higher in the third 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 31.9% in the third quarter of 2017 compared to 32.5% for same period in 2016.  Our effective tax rate was 33.0% in the first nine months of 2017 compared to 34.2% in 2016.  The decrease in our effective tax rate is primarily due to recording a tax deduction for certain share-based compensation at fair market value.

22


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

SEGMENT REPORTING

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

Earnings from Operations

 

 

Three Months Ended

 

 

Three Months Ended

 

    

September 30,

    

September 24,

    

$

    

%

    

  

September 30,

    

September 24,

    

$

    

%

(in thousands)

 

2017

 

2016

 

    Change    

 

Change

 

 

2017

 

2016

 

    Change    

 

Change

North

 

$

310,384

 

$

267,156

 

$

43,228

 

16.2

%  

 

 

$

16,697

 

$

14,630

 

$

2,067

 

14.1

%

South

 

 

206,050

 

 

173,715

 

 

32,335

 

18.6

%  

 

 

 

10,234

 

 

9,900

 

 

334

 

3.4

%

West

 

 

378,714

 

 

335,981

 

 

42,733

 

12.7

%  

 

 

 

22,538

 

 

19,962

 

 

2,576

 

12.9

%

All Other

 

 

161,438

 

 

49,813

 

 

111,625

 

224.1

%  

 

 

 

6,882

 

 

2,959

 

 

3,923

 

132.6

%

Corporate

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 

 

(4,080)

 

 

(3,899)

 

 

(181)

 

4.6

%

Total

 

$

1,056,586

 

$

826,665

 

$

229,921

 

27.8

%  

 

 

$

52,271

 

$

43,552

 

$

8,719

 

20.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

Earnings from Operations

 

 

Nine Months Ended

 

 

Nine Months Ended

 

    

September 30,

    

September 24,

    

$

    

%

    

  

September 30,

    

September 24,

    

$

    

%

 

(in thousands)

 

2017

 

2016

 

    Change    

 

Change

 

 

2017

 

2016

 

    Change    

 

Change

North

 

$

857,858

 

$

758,066

 

$

99,792

 

13.2

%  

 

 

$

42,921

 

$

43,054

 

$

(133)

 

(0.3)

%

South

 

 

616,376

 

 

533,239

 

 

83,137

 

15.6

%  

 

 

 

31,152

 

 

35,830

 

 

(4,678)

 

(13.1)

%

West

 

 

1,088,744

 

 

940,188

 

 

148,556

 

15.8

%  

 

 

 

65,547

 

 

58,434

 

 

7,113

 

12.2

%

All Other

 

 

412,113

 

 

149,416

 

 

262,697

 

175.8

%  

 

 

 

13,285

 

 

11,542

 

 

1,743

 

15.1

%

Corporate

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 

 

(12,914)

 

 

(19,733)

 

 

6,819

 

34.6

%

Total

 

$

2,975,091

 

$

2,380,909

 

$

594,182

 

25.0

%  

 

 

$

139,991

 

$

129,127

 

$

10,864

 

8.4

%


(1)

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

North

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

Net Sales

 

 

North Segment by Market

 

North Segment by Market

 

 

Three Months Ended

 

Nine Months Ended

(in thousands)

    

September 30,

    

September 24,

    

 

 

    

September 30,

    

September 24,

    

 

 

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

Retail

 

$

139,284

 

$

131,333

 

6.1

%

 

$

387,925

 

$

369,699

 

4.9

%

Industrial

 

 

40,192

 

 

27,524

 

46.0

%

 

 

114,533

 

 

87,287

 

31.2

%

Construction

 

 

137,616

 

 

113,897

 

20.8

%

 

 

373,838

 

 

316,204

 

18.2

%

Total Gross Sales

 

 

317,092

 

 

272,754

 

16.3

%

 

 

876,296

 

 

773,190

 

13.3

%

Sales Allowances

 

 

(6,708)

 

 

(5,598)

 

19.8

%

 

 

(18,438)

 

 

(15,124)

 

21.9

%

Total Net Sales

 

$

310,384

 

$

267,156

 

16.2

%

 

$

857,858

 

$

758,066

 

13.2

%

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

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

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

23


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

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

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

South

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

Net Sales

 

 

South Segment by Market

 

South Segment by Market

 

 

Three Months Ended

 

Nine Months Ended

(in thousands)

    

September 30,

    

September 24,

    

 

    

 

September 30,

    

September 24,

    

 

 

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

Retail

 

$

92,146

 

$

75,130

 

22.6

%  

 

$

282,809

 

$

240,175

 

17.8

%

Industrial

 

 

69,390

 

 

61,749

 

12.4

%  

 

 

201,928

 

 

185,529

 

8.8

%

Construction

 

 

49,054

 

 

40,385

 

21.5

%  

 

 

145,387

 

 

118,223

 

23.0

%

Total Gross Sales

 

 

210,590

 

 

177,264

 

18.8

%  

 

 

630,124

 

 

543,927

 

15.8

%

Sales Allowances

 

 

(4,540)

 

 

(3,549)

 

27.9

%  

 

 

(13,748)

 

 

(10,688)

 

28.6

%

Total Net Sales

 

$

 206,050

 

$

173,715

 

18.6

%  

 

$

616,376

 

$

533,239

 

15.6

%

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

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

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

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

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

24


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

West

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

Net Sales

 

 

 

West Segment by Market

 

West Segment by Market

 

 

 

Three Months Ended

 

Nine Months Ended

 

(in thousands)

    

September 30,

    

September 24,

    

 

 

    

September 30,

    

September 24,

    

 

 

 

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

 

Retail

 

$

115,069

 

$

99,762

 

15.3

%  

 

$

347,270

 

$

298,723

 

16.3

%  

 

Industrial

 

 

145,132

 

 

126,836

 

14.4

%  

 

 

401,850

 

 

347,902

 

15.5

%  

 

Construction

 

 

123,026

 

 

113,488

 

8.4

%  

 

 

353,238

 

 

305,962

 

15.5

%  

 

Total Gross Sales

 

 

383,227

 

 

340,086

 

12.7

%  

 

 

1,102,358

 

 

952,587

 

15.7

%  

 

Sales Allowances

 

 

(4,513)

 

 

(4,105)

 

9.9

%  

 

 

(13,614)

 

 

(12,399)

 

9.8

%  

 

Total Net Sales

 

$

378,714

 

$

335,981

 

12.7

%  

 

$

1,088,744

 

$

940,188

 

15.8

%  

 

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

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

Earnings from operations for the West reportable segment increased in the third quarter of 2017 by $2.6 million, or 12.9%, compared to the same period in 2016 due to a $2.5 million increase in gross profit combined with a $0.1 million decrease in SG&A expenses. 

Net sales attributable to the West reportable segment increased in the first nine months of 2017 compared to 2016 due to an increase in sales to all markets due to the same factors previously discussed. 

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

All Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

Net Sales

 

 

 

 

All Other Segment by Market

 

All Other Segment by Market

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

(in thousands)

    

September 30,

    

September 24,

    

 

 

    

September 30,

    

September 24,

    

 

 

 

    

Market Classification

 

2017

 

2016

 

% Change

 

2017

 

2016

 

% Change

 

 

Retail

 

$

45,396

 

$

33,049

 

37.4

%

 

$

144,782

 

$

109,606

 

32.1

%

 

 

Industrial

 

 

114,792

 

 

15,907

 

621.6

%

 

 

264,364

 

 

41,000

 

544.8

%

 

 

Construction

 

 

331

 

 

 4

 

8,175.0

%

 

 

533

 

 

 4

 

13,225.0

%

 

 

Total Gross Sales

 

 

160,519

 

 

48,960

 

227.9

%

 

 

409,679

 

 

150,610

 

172.0

%

 

 

Sales Allowances & Other

 

 

919

 

 

853

 

7.7

%

 

 

2,434

 

 

(1,194)

 

(303.9)

%

 

 

Total Net Sales

 

$

161,438

 

$

49,813

 

224.1

%

 

$

412,113

 

$

149,416

 

175.8

%

 

 

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

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

25


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

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

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

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

OFF-BALANCE SHEET TRANSACTIONS

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

LIQUIDITY AND CAPITAL RESOURCES

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

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

    

September 30,

    

September 24,

 

 

2017

 

2016

Cash from operating activities

 

$

97,350

 

$

136,377

Cash used in investing activities

 

 

(121,375)

 

 

(200,139)

Cash from (used in) financing activities

 

 

11,230

 

 

13,981

Effect of exchange rate changes on cash

 

 

1,255

 

 

(969)

Net change in all cash and cash equivalents

 

 

(11,540)

 

 

(50,750)

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

 

 

34,489

 

 

88,342

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

 

$

22,949

 

$

37,592

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.

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 49 days from 44 days during the third quarter and increased to 52 days from 47 in the first nine months of 2017 compared to the prior periods, due to the impact of

26


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

acquired operations which carry comparatively higher investments in inventory than our other operations.  Excluding acquired operations our cash cycle was 44 days in the third quarter of 2017 and 47 days in the first nine months of 2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 24,

 

September 30,

 

September 24,

 

 

 

2017

 

2016

 

2017

 

2016

 

Days of sales outstanding

    

 

31

    

 

31

    

 

31

    

 

31

    

Days supply of inventory

 

 

38

 

 

34

 

 

41

 

 

37

 

Days payables outstanding

 

 

(20)

 

 

(21)

 

 

(20)

 

 

(21)

 

Days in cash cycle

 

 

49

 

 

44

 

 

52

 

 

47

 

In the first nine months of 2017, our cash from operating activities was $97.3 million, which was comprised of net earnings of $90.9 million and $41.3 million of non-cash expenses, offset by a $34.9 million increase in cash invested in working capital since the end of December 2016 due to the strong sales growth and higher lumber prices.  Comparatively, cash from operating activities was $136.4 million in the first nine months of 2016, which was comprised of net earnings of $83.3 million and $32.3 million of non-cash expenses, offset by a $20.8 million seasonal decrease in working capital 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 and accounts receivable offset by increases in accounts payable which can be attributed to sales growth and higher lumber prices.

Acquisitions and purchases of property, plant, and equipment comprised most of our cash used in investing activities during the first nine months of 2017 and totaled $59.9 million and $57.2 million, respectively. Outstanding purchase commitments on existing capital projects totaled approximately $26.1 million on September 30, 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 $35.7 million during the first nine months of 2016.  The increase in our capital expenditures in 2017 is primarily due to the additional requirements of our recently acquired operations and an increase in our “expansionary and efficiency” capital expenditures tied to initiatives including new products, value-added product capacity expansion, and automation.  The sale and purchase of investments totaling $12.2 million and $4.2 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 $36.2 million, primarily to finance the $59.9 million of acquisitions we completed in the first nine months of 2017.  Additionally, we had $9.2 million in dividend payments and $13.0 million in payments for stock repurchases.

On September 30, 2017, we had $70.8 million outstanding on our $295 million revolving credit facility. The outstanding revolving credit facility also includes letters of credit totaling approximately $9.8 million on September 30, 2017; as a result, we have approximately $224.2 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 September 30, 2017.

ENVIRONMENTAL CONSIDERATIONS AND REGULATIONS

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

CRITICAL ACCOUNTING POLICIES

In preparing our consolidated financial statements, we follow accounting principles generally accepted in the United States. These principles require us to make certain estimates and apply judgments that affect our financial position and

27


 

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

 

results of operations. We continually review our accounting policies and financial information disclosures. There have been no material changes in our policies or estimates since December 31, 2016.

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 September 30, 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 September 30, 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.

28


 

Table of Contents

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)

July 2 - August 5, 2017

 

2,800

 

84.01

 

 —

 

2,755,923

August 6 - September 2, 2017

 

34,900

 

80.40

 

 —

 

2,721,023

September 3 - September 30, 2017

 

 —

 

 —

 

 —

 

2,721,023


(a)

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.

29


 

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.


 

30


 

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: November 1, 2017

By:

/s/ Matthew J. Missad

 

Matthew J. Missad,

 

Chief Executive Officer and Principal Executive Officer

 

 

 

 

 

 

Date: November 1, 2017

By:

/s/ Michael R. Cole

 

Michael R. Cole,

 

Chief Financial Officer,

 

Principal Financial Officer and

 

Principal Accounting Officer

 

31