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Share Name | Share Symbol | Market | Type |
---|---|---|---|
UFP Industries Inc | NASDAQ:UFPI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.33 | 1.14% | 117.98 | 108.69 | 119.50 | 119.80 | 117.30 | 118.36 | 357,746 | 00:43:37 |
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Michigan
|
|
38-1465835
|
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
|
|
|
|
2801 East Beltline NE, Grand Rapids, Michigan
|
|
49525
|
|
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(Address of principal executive offices)
|
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(Zip Code)
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|
|
NONE
|
|
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(Former name or former address, if changed since last report.)
|
|
Large Accelerated Filer
x
|
Accelerated Filer
o
|
Non-Accelerated Filer
o
|
Smaller reporting company
o
|
|
Class
|
|
Outstanding as of September 24, 2016
|
|
|
Common stock, no par value
|
|
20,330,939
|
|
|
|
PART I.
|
FINANCIAL INFORMATION.
|
Page No.
|
|
|
|
|
|
|
Item 1.
|
Financial Statements.
|
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||
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Item 2.
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||
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Item 3.
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||
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Item 4.
|
||
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PART II.
|
OTHER INFORMATION.
|
|
|
|
|
|
|
|
Item 1.
|
Legal Proceedings – NONE.
|
|
|
|
|
|
|
Item 1A.
|
Risk Factors – NONE.
|
|
|
|
|
|
|
Item 2.
|
||
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|
|
|
|
Item 3.
|
Defaults upon Senior Securities – NONE.
|
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|
|
Item 4.
|
Mine Safety Disclosures – NONE.
|
|
|
|
|
|
|
Item 5.
|
Other Information – NONE.
|
|
|
|
|
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|
Item 6.
|
(in thousands, except share data)
|
|
|
|
|
|
||||||
|
September 24, 2016
|
|
December 26, 2015
|
|
September 26, 2015
|
||||||
ASSETS
|
|
|
|
|
|
||||||
CURRENT ASSETS:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
36,683
|
|
|
$
|
87,756
|
|
|
$
|
55,373
|
|
Restricted cash
|
909
|
|
|
586
|
|
|
1,139
|
|
|||
Investments
|
10,453
|
|
|
6,743
|
|
|
5,955
|
|
|||
Accounts receivable, net
|
343,771
|
|
|
222,964
|
|
|
273,737
|
|
|||
Inventories:
|
|
|
|
|
|
|
|
|
|||
Raw materials
|
180,740
|
|
|
168,548
|
|
|
161,519
|
|
|||
Finished goods
|
189,188
|
|
|
136,370
|
|
|
126,690
|
|
|||
Total inventories
|
369,928
|
|
|
304,918
|
|
|
288,209
|
|
|||
Refundable income taxes
|
7,407
|
|
|
7,784
|
|
|
201
|
|
|||
Deferred income taxes
|
—
|
|
|
—
|
|
|
6,257
|
|
|||
Other current assets
|
21,636
|
|
|
17,481
|
|
|
16,654
|
|
|||
TOTAL CURRENT ASSETS
|
790,787
|
|
|
648,232
|
|
|
647,525
|
|
|||
DEFERRED INCOME TAXES
|
2,416
|
|
|
1,312
|
|
|
1,091
|
|
|||
OTHER ASSETS
|
8,757
|
|
|
8,298
|
|
|
7,843
|
|
|||
GOODWILL
|
207,832
|
|
|
180,990
|
|
|
182,394
|
|
|||
INDEFINITE-LIVED INTANGIBLE ASSETS
|
2,340
|
|
|
2,340
|
|
|
2,340
|
|
|||
OTHER INTANGIBLE ASSETS, NET
|
14,014
|
|
|
15,357
|
|
|
16,195
|
|
|||
PROPERTY, PLANT AND EQUIPMENT:
|
|
|
|
|
|
|
|
|
|||
Property, plant and equipment
|
717,287
|
|
|
628,045
|
|
|
631,028
|
|
|||
Less accumulated depreciation and amortization
|
(432,796
|
)
|
|
(376,895
|
)
|
|
(376,498
|
)
|
|||
PROPERTY, PLANT AND EQUIPMENT, NET
|
284,491
|
|
|
251,150
|
|
|
254,530
|
|
|||
TOTAL ASSETS
|
$
|
1,310,637
|
|
|
$
|
1,107,679
|
|
|
$
|
1,111,918
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|||
Cash overdraft
|
$
|
13,940
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accounts payable
|
137,979
|
|
|
95,041
|
|
|
101,117
|
|
|||
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|||
Compensation and benefits
|
99,549
|
|
|
78,877
|
|
|
77,290
|
|
|||
Other
|
57,104
|
|
|
29,112
|
|
|
35,060
|
|
|||
Current portion of long-term debt
|
1,584
|
|
|
1,145
|
|
|
834
|
|
|||
TOTAL CURRENT LIABILITIES
|
310,156
|
|
|
204,175
|
|
|
214,301
|
|
|||
LONG-TERM DEBT
|
110,362
|
|
|
84,750
|
|
|
84,722
|
|
|||
DEFERRED INCOME TAXES
|
14,066
|
|
|
23,838
|
|
|
30,919
|
|
|||
OTHER LIABILITIES
|
28,963
|
|
|
28,507
|
|
|
25,838
|
|
|||
TOTAL LIABILITIES
|
463,547
|
|
|
341,270
|
|
|
355,780
|
|
|||
SHAREHOLDERS' EQUITY:
|
|
|
|
|
|
|
|
|
|||
Controlling interest shareholders' equity:
|
|
|
|
|
|
|
|
|
|||
Preferred stock, no par value; shares authorized 1,000,000; issued and outstanding, none
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock, no par value; shares authorized 40,000,000; issued and outstanding, 20,330,939, 20,141,709, and 20,133,427.
|
20,331
|
|
|
20,142
|
|
|
20,133
|
|
|||
Additional paid-in capital
|
183,962
|
|
|
171,562
|
|
|
170,324
|
|
|||
Retained earnings
|
637,536
|
|
|
565,636
|
|
|
555,193
|
|
|||
Accumulated other comprehensive income
|
(4,854
|
)
|
|
(4,585
|
)
|
|
(1,560
|
)
|
|||
Total controlling interest shareholders' equity
|
836,975
|
|
|
752,755
|
|
|
744,090
|
|
|||
Noncontrolling interest
|
10,115
|
|
|
13,654
|
|
|
12,048
|
|
|||
TOTAL SHAREHOLDERS' EQUITY
|
847,090
|
|
|
766,409
|
|
|
756,138
|
|
|||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
1,310,637
|
|
|
$
|
1,107,679
|
|
|
$
|
1,111,918
|
|
(in thousands, except per share data)
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 24,
2016 |
|
September 26,
2015 |
|
September 24,
2016 |
|
September 26,
2015 |
||||||||
NET SALES
|
$
|
826,665
|
|
|
$
|
762,275
|
|
|
$
|
2,380,909
|
|
|
$
|
2,233,470
|
|
COST OF GOODS SOLD
|
708,611
|
|
|
651,569
|
|
|
2,028,629
|
|
|
1,930,739
|
|
||||
GROSS PROFIT
|
118,054
|
|
|
110,706
|
|
|
352,280
|
|
|
302,731
|
|
||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
74,457
|
|
|
67,951
|
|
|
223,059
|
|
|
198,087
|
|
||||
NET LOSS ON DISPOSITION AND IMPAIRMENT OF ASSETS
|
45
|
|
|
230
|
|
|
94
|
|
|
68
|
|
||||
EARNINGS FROM OPERATIONS
|
43,552
|
|
|
42,525
|
|
|
129,127
|
|
|
104,576
|
|
||||
INTEREST EXPENSE
|
1,096
|
|
|
1,060
|
|
|
3,274
|
|
|
3,615
|
|
||||
INTEREST INCOME
|
(119
|
)
|
|
(47
|
)
|
|
(431
|
)
|
|
(214
|
)
|
||||
EQUITY IN EARNINGS OF INVESTEE
|
(50
|
)
|
|
(89
|
)
|
|
(241
|
)
|
|
(283
|
)
|
||||
|
927
|
|
|
924
|
|
|
2,602
|
|
|
3,118
|
|
||||
EARNINGS BEFORE INCOME TAXES
|
42,625
|
|
|
41,601
|
|
|
126,525
|
|
|
101,458
|
|
||||
INCOME TAXES
|
13,861
|
|
|
14,718
|
|
|
43,268
|
|
|
36,887
|
|
||||
NET EARNINGS
|
28,764
|
|
|
26,883
|
|
|
83,257
|
|
|
64,571
|
|
||||
LESS NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST
|
(945
|
)
|
|
(1,327
|
)
|
|
(2,828
|
)
|
|
(2,876
|
)
|
||||
NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST
|
$
|
27,819
|
|
|
$
|
25,556
|
|
|
$
|
80,429
|
|
|
$
|
61,695
|
|
EARNINGS PER SHARE - BASIC
|
$
|
1.36
|
|
|
$
|
1.26
|
|
|
$
|
3.95
|
|
|
$
|
3.06
|
|
EARNINGS PER SHARE - DILUTED
|
$
|
1.36
|
|
|
$
|
1.26
|
|
|
$
|
3.94
|
|
|
$
|
3.06
|
|
NET EARNINGS
|
28,764
|
|
|
26,883
|
|
|
83,257
|
|
|
64,571
|
|
||||
OTHER COMPREHENSIVE LOSS
|
(1,156
|
)
|
|
(2,578
|
)
|
|
(1,521
|
)
|
|
(4,206
|
)
|
||||
COMPREHENSIVE INCOME
|
27,608
|
|
|
24,305
|
|
|
81,736
|
|
|
60,365
|
|
||||
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
|
(495
|
)
|
|
(445
|
)
|
|
(1,576
|
)
|
|
(1,578
|
)
|
||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST
|
$
|
27,113
|
|
|
$
|
23,860
|
|
|
$
|
80,160
|
|
|
$
|
58,787
|
|
(in thousands, except share and per share data)
|
|||||||||||||||||||||||||||
|
Controlling Interest Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehen-
sive
Earnings
|
|
Employees
Stock
Notes
Receivable
|
|
Noncontrolling
Interest
|
|
Total
|
||||||||||||||
Balance at December 27, 2014
|
$
|
19,984
|
|
|
$
|
162,483
|
|
|
$
|
502,334
|
|
|
$
|
1,348
|
|
|
$
|
(455
|
)
|
|
$
|
13,866
|
|
|
$
|
699,560
|
|
Net earnings
|
|
|
|
|
|
|
61,695
|
|
|
|
|
|
|
|
|
2,876
|
|
|
64,571
|
|
|||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
(2,809
|
)
|
|
|
|
(1,298
|
)
|
|
(4,107
|
)
|
||||||||
Unrealized gain (loss) on investment
|
|
|
|
|
|
|
(99
|
)
|
|
|
|
|
|
(99
|
)
|
||||||||||||
Noncontrolling interest associated with business acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,019
|
|
|
1,019
|
|
|||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,159
|
)
|
|
(3,159
|
)
|
||||||||
Purchases of noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
(1,256
|
)
|
|
(1,256
|
)
|
||||||||||||
Cash Dividends $0.400 per share
|
|
|
|
|
(8,050
|
)
|
|
|
|
|
|
|
|
(8,050
|
)
|
||||||||||||
Issuance of 28,276 shares under employee stock plans
|
28
|
|
|
933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
961
|
|
||||||||
Issuance of 75,408 shares under stock grant programs
|
76
|
|
|
1,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,887
|
|
||||||||
Issuance of 58,905 shares under deferred compensation plans
|
59
|
|
|
(59
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||
Repurchase of 13,613 shares
|
(14
|
)
|
|
|
|
|
(786
|
)
|
|
|
|
|
304
|
|
|
|
|
|
(496
|
)
|
|||||||
Tax benefits from non-qualified stock options exercised
|
|
|
|
186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186
|
|
|||||||
Expense associated with share-based compensation arrangements
|
|
|
|
1,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,351
|
|
|||||||
Accrued expense under deferred compensation plans
|
|
|
|
3,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,619
|
|
|||||||
Payments received on employee stock notes receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
151
|
|
|
|
|
|
151
|
|
|||||||
Balance at September 26, 2015
|
$
|
20,133
|
|
|
$
|
170,324
|
|
|
$
|
555,193
|
|
|
$
|
(1,560
|
)
|
|
$
|
—
|
|
|
$
|
12,048
|
|
|
$
|
756,138
|
|
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
|
)
|
|||||||||||
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
|
|
|
Nine Months Ended
|
||||||
|
September 24,
2016 |
|
September 26,
2015 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net earnings
|
$
|
83,257
|
|
|
$
|
64,571
|
|
Adjustments to reconcile net earnings to net cash from operating activities:
|
|
|
|
|
|
||
Depreciation
|
29,014
|
|
|
28,013
|
|
||
Amortization of intangibles
|
1,868
|
|
|
2,730
|
|
||
Expense associated with share-based compensation arrangements
|
1,568
|
|
|
1,351
|
|
||
Excess tax benefits from share-based compensation arrangements
|
—
|
|
|
(33
|
)
|
||
Expense associated with stock grant plans
|
105
|
|
|
85
|
|
||
Deferred income taxes (credits)
|
(53
|
)
|
|
(269
|
)
|
||
Equity in earnings of investee
|
(241
|
)
|
|
(283
|
)
|
||
Net loss on disposition and impairment of assets
|
94
|
|
|
68
|
|
||
Changes in:
|
|
|
|
|
|
||
Accounts receivable
|
(69,357
|
)
|
|
(76,723
|
)
|
||
Inventories
|
21,683
|
|
|
51,068
|
|
||
Accounts payable and cash overdraft
|
35,026
|
|
|
10,864
|
|
||
Accrued liabilities and other
|
33,413
|
|
|
39,967
|
|
||
NET CASH FROM OPERATING ACTIVITIES
|
136,377
|
|
|
121,409
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(35,723
|
)
|
|
(36,520
|
)
|
||
Proceeds from sale of property, plant and equipment
|
516
|
|
|
2,382
|
|
||
Acquisitions, net of cash received
|
(66,615
|
)
|
|
(2,584
|
)
|
||
Repayments of debt of acquiree
|
(92,830
|
)
|
|
—
|
|
||
Purchase of remaining noncontrolling interest of subsidiary
|
(1,100
|
)
|
|
(1,256
|
)
|
||
Advances of notes receivable
|
(5,400
|
)
|
|
(4,403
|
)
|
||
Collections on notes receivable
|
5,819
|
|
|
8,784
|
|
||
Purchases of investments
|
(4,468
|
)
|
|
(5,955
|
)
|
||
Proceeds from sale of investments
|
1,395
|
|
|
—
|
|
||
Cash restricted as to use
|
(323
|
)
|
|
(734
|
)
|
||
Other
|
(1,733
|
)
|
|
180
|
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
(200,462
|
)
|
|
(40,106
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Borrowings under revolving credit facilities
|
52,479
|
|
|
297,354
|
|
||
Repayments under revolving credit facilities
|
(27,177
|
)
|
|
(311,253
|
)
|
||
Proceeds from issuance of common stock
|
396
|
|
|
960
|
|
||
Distributions to noncontrolling interest
|
(3,160
|
)
|
|
(3,159
|
)
|
||
Dividends paid to shareholders
|
(8,529
|
)
|
|
(8,050
|
)
|
||
Repurchase of common stock
|
—
|
|
|
(800
|
)
|
||
Other
|
(28
|
)
|
|
22
|
|
||
NET CASH FROM (USED IN) FINANCING ACTIVITIES
|
13,981
|
|
|
(24,926
|
)
|
||
Effect of exchange rate changes on cash
|
(969
|
)
|
|
(1,004
|
)
|
||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(51,073
|
)
|
|
55,373
|
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
87,756
|
|
|
—
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
36,683
|
|
|
$
|
55,373
|
|
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
||
Interest paid
|
$
|
2,587
|
|
|
$
|
2,834
|
|
Income taxes paid
|
43,384
|
|
|
25,304
|
|
||
NON-CASH INVESTING ACTIVITIES
|
|
|
|
|
|
||
Notes receivable exchanged for property
|
—
|
|
|
389
|
|
||
NON-CASH FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Common stock issued under deferred compensation plans
|
3,657
|
|
|
3,042
|
|
||
Property exchanged for notes receivable
|
—
|
|
|
300
|
|
||
Acquisition earnout adjustment prior to final purchase accounting
|
—
|
|
|
9,236
|
|
A.
|
BASIS OF PRESENTATION
|
B.
|
FAIR VALUE
|
|
September 24, 2016
|
|
September 26, 2015
|
||||||||||||||||||||
(in thousands)
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Prices with Other Observable Inputs
(Level 2)
|
|
Total
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Prices with Other Observable Inputs
(Level 2)
|
|
Total
|
||||||||||||
Money market funds
|
$
|
64
|
|
|
$
|
132
|
|
|
$
|
196
|
|
|
$
|
952
|
|
|
$
|
—
|
|
|
$
|
952
|
|
Fixed income funds
|
2,049
|
|
|
2,335
|
|
|
4,384
|
|
|
3,195
|
|
|
—
|
|
|
3,195
|
|
||||||
Equity securities
|
5,592
|
|
|
—
|
|
|
5,592
|
|
|
215
|
|
|
—
|
|
|
215
|
|
||||||
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Domestic stock funds
|
760
|
|
|
—
|
|
|
760
|
|
|
2,625
|
|
|
—
|
|
|
2,625
|
|
||||||
International stock funds
|
70
|
|
|
—
|
|
|
70
|
|
|
223
|
|
|
—
|
|
|
223
|
|
||||||
Target funds
|
234
|
|
|
—
|
|
|
234
|
|
|
228
|
|
|
—
|
|
|
228
|
|
||||||
Bond funds
|
203
|
|
|
—
|
|
|
203
|
|
|
171
|
|
|
—
|
|
|
171
|
|
||||||
Total mutual funds
|
1,267
|
|
|
—
|
|
|
1,267
|
|
|
3,247
|
|
|
—
|
|
|
3,247
|
|
||||||
Assets at fair value
|
$
|
8,972
|
|
|
$
|
2,467
|
|
|
$
|
11,439
|
|
|
$
|
7,609
|
|
|
$
|
—
|
|
|
$
|
7,609
|
|
|
|
|
Unrealized
|
|
|
||||||
|
Cost
|
|
Gain/(Loss)
|
|
Fair Value
|
||||||
Fixed Income
|
$
|
4,307
|
|
|
$
|
69
|
|
|
$
|
4,376
|
|
Equity
|
5,171
|
|
|
422
|
|
|
5,593
|
|
|||
Mutual Funds
|
$
|
484
|
|
|
$
|
—
|
|
|
$
|
484
|
|
Total
|
$
|
9,962
|
|
|
$
|
491
|
|
|
$
|
10,453
|
|
C.
|
REVENUE RECOGNITION
|
|
September 24, 2016
|
|
December 26, 2015
|
|
September 26, 2015
|
||||||
Cost and Earnings in Excess of Billings
|
$
|
2,788
|
|
|
$
|
3,624
|
|
|
$
|
4,718
|
|
Billings in Excess of Cost and Earnings
|
6,222
|
|
|
4,978
|
|
|
4,145
|
|
D.
|
EARNINGS PER SHARE
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 24, 2016
|
|
September 26, 2015
|
|
September 24, 2016
|
|
September 26, 2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to controlling interest
|
$
|
27,819
|
|
|
$
|
25,556
|
|
|
$
|
80,429
|
|
|
$
|
61,695
|
|
Adjustment for earnings allocated to non-vested restricted common stock
|
(463
|
)
|
|
(341
|
)
|
|
(1,281
|
)
|
|
(789
|
)
|
||||
Net earnings for calculating EPS
|
$
|
27,356
|
|
|
$
|
25,215
|
|
|
$
|
79,148
|
|
|
$
|
60,906
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding
|
20,402
|
|
|
20,210
|
|
|
20,360
|
|
|
20,148
|
|
||||
Adjustment for non-vested restricted common stock
|
(340
|
)
|
|
(270
|
)
|
|
(324
|
)
|
|
(258
|
)
|
||||
Shares for calculating basic EPS
|
20,062
|
|
|
19,940
|
|
|
20,036
|
|
|
19,890
|
|
||||
Effect of dilutive stock options
|
33
|
|
|
38
|
|
|
32
|
|
|
35
|
|
||||
Shares for calculating diluted EPS
|
20,095
|
|
|
19,978
|
|
|
20,068
|
|
|
19,925
|
|
||||
Net earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
1.36
|
|
|
$
|
1.26
|
|
|
$
|
3.95
|
|
|
$
|
3.06
|
|
Diluted
|
$
|
1.36
|
|
|
$
|
1.26
|
|
|
$
|
3.94
|
|
|
$
|
3.06
|
|
F.
|
BUSINESS COMBINATIONS
|
Company Name
|
Acquisition Date
|
Purchase Price
|
Intangible Assets
|
Net Tangible Assets
|
Operating
Segment
|
Business Description
|
idX Holdings, Inc. ("idX")
|
September 16, 2016
|
$64,266
cash paid for 100% stock purchase which excludes a $1,000 holdback and includes $11,366 in cash received. Also, paid $86,294 to retire outstanding debt and $6,536 of certain other obligations. |
$19,750
|
$44,516
|
All Other
|
A designer, producer, and installer of customized in-store environments that are used in a range of end markets. idX had annual sales of $302.5 million.
|
Seven D Truss, L.P.
|
July 29, 2016
|
$1,246
cash paid for asset purchase |
$405
|
$841
|
North
|
A manufacturer and distributor of roof and floor trusses. 7D had annual sales of approximately $4.0 million.
|
Idaho Western, Inc. ("IWI")
|
June 30, 2016
|
$10,787
cash paid for 100% stock purchase plus $500 holdback. |
$6,817
|
$4,248
|
West
|
A supplier of products ranging from lumber and plywood to siding and doors. IWI had annual sales of approximately $21 million.
|
Packnet Ltd (“Packnet”)
|
November 24, 2014
(majority interest)
April 15, 2016
(minority interest)
|
$7,506 November 24, 2014 cash paid for controlling interest and $1,877 cash paid for noncontrolling asset purchase. |
$7,885
|
$1,498
|
West
|
A supplier of industrial packaging and services based in Eagan, MN. Packnet had annual sales of $9.6 million.
|
Capital Components & Millwork, Inc. ("CCM")
|
April 15, 2016
|
$1,682
cash paid for asset purchase plus $205 assumed liability |
$—
|
$1,887
|
North
|
A producer of doors and trim for customers in the greater Washington, D.C., metro area and Virginia. CCM had approximately $16.6 million in annual sales.
|
Rapid Wood Mfg., LLC (“Rapid Wood”)
|
February 2, 2015
|
$1,638
cash paid for asset purchase |
$789
|
$849
|
West
|
A supplier of lumber products to the region’s manufactured housing and recreational vehicle industries based in Caldwell, Idaho. Rapid Wood had annual sales of $3.5 million in 2015.
|
Integra Packaging Proprietary, Ltd (“Integra Packaging”)
|
January 16, 2015
|
$1,102
cash paid for 51.94% stock purchase |
$1,406
(The Company portion of Intangible Assets $730 or 51.94%) |
$715
(The Company portion of Net Tangible Assets $372 or 51.94%) |
All Other
|
An Australian-based manufacturer and distributor of industrial wood specialty packaging products. Integra Packaging had annual sales of $7.6 million in 2015.
|
G.
|
SEGMENT REPORTING
|
|
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
|
|
|
Three Months Ended September 26, 2015
|
||||||||||||||||||||
|
North
|
South
|
|
West
|
|
All Other
|
|
Corporate
|
|
Total
|
|||||||||||
Net sales to outside customers
|
$
|
252,447
|
|
160,345
|
|
|
$
|
305,407
|
|
|
$
|
44,076
|
|
|
$
|
—
|
|
|
$
|
762,275
|
|
Intersegment net sales
|
14,666
|
|
6,838
|
|
|
15,791
|
|
|
3,191
|
|
|
—
|
|
|
40,486
|
|
|||||
Segment operating profit
|
16,965
|
|
8,045
|
|
|
19,902
|
|
|
1,055
|
|
|
(3,442
|
)
|
|
42,525
|
|
|
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 (loss)
|
43,054
|
|
35,830
|
|
|
58,434
|
|
|
11,542
|
|
|
(19,733
|
)
|
|
129,127
|
|
|
Nine Months Ended September 26, 2015
|
||||||||||||||||||||
|
North
|
South
|
|
West
|
|
All Other
|
|
Corporate
|
|
Total
|
|||||||||||
Net sales to outside customers
|
$
|
713,280
|
|
510,037
|
|
|
$
|
872,497
|
|
|
$
|
137,656
|
|
|
$
|
—
|
|
|
$
|
2,233,470
|
|
Intersegment net sales
|
38,985
|
|
21,641
|
|
|
40,894
|
|
|
11,653
|
|
|
—
|
|
|
113,173
|
|
|||||
Segment operating profit
|
36,069
|
|
22,044
|
|
|
48,693
|
|
|
2,904
|
|
|
(5,134
|
)
|
|
104,576
|
|
H.
|
INCOME TAXES
|
•
|
Our gross sales increased by 9% compared to the third quarter of 2015, which was comprised of a 5% increase in unit sales and a 4% increase in selling prices primarily due to the commodity lumber market (See Historical Lumber Prices). Our unit sales increased to the retail and construction markets and more than offset a decline in unit sales to the industrial market.
|
•
|
Our operating profits increased by over 2%, and our operating profit as a percentage of net sales (operating margin) decreased slightly, comparing the third quarter of 2016 and 2015, respectively. The decrease in our operating margin was due to opportunistic buying and low lumber costs achieved on products sold with fixed selling prices in the third quarter of 2015. The loss of this benefit in 2016 was offset primarily by our continued improvements in sales mix of higher margin products.
|
|
Random Lengths Composite
Average $/MBF
|
||||||
|
2016
|
|
2015
|
||||
January
|
$
|
316
|
|
|
$
|
375
|
|
February
|
310
|
|
|
358
|
|
||
March
|
321
|
|
|
336
|
|
||
April
|
345
|
|
|
334
|
|
||
May
|
356
|
|
|
315
|
|
||
June
|
353
|
|
|
328
|
|
||
July
|
351
|
|
|
346
|
|
||
August
|
367
|
|
|
327
|
|
||
September
|
354
|
|
|
300
|
|
||
|
|
|
|
||||
Third quarter average
|
$
|
357
|
|
|
$
|
324
|
|
Year-to-date average
|
$
|
341
|
|
|
$
|
335
|
|
|
|
|
|
||||
Third quarter percentage change
|
10.2
|
%
|
|
|
|
||
Year-to-date percentage change
|
1.8
|
%
|
|
|
|
|
Random Lengths SYP
Average $/MBF
|
||||||
|
2016
|
|
2015
|
||||
January
|
$
|
358
|
|
|
$
|
408
|
|
February
|
357
|
|
|
399
|
|
||
March
|
366
|
|
|
393
|
|
||
April
|
389
|
|
|
400
|
|
||
May
|
397
|
|
|
368
|
|
||
June
|
382
|
|
|
354
|
|
||
July
|
380
|
|
|
344
|
|
||
August
|
391
|
|
|
321
|
|
||
September
|
375
|
|
|
290
|
|
||
|
|
|
|
||||
Third quarter average
|
$
|
382
|
|
|
$
|
318
|
|
Year-to-date average
|
$
|
377
|
|
|
$
|
364
|
|
|
|
|
|
||||
Third quarter percentage change
|
20.1
|
%
|
|
|
|
||
Year-to-date percentage change
|
3.6
|
%
|
|
|
|
•
|
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 generally 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 these products, our margins are exposed to changes in the trend of lumber prices.
|
•
|
Products with significant inventory levels with low turnover rates, whose selling prices are indexed to the Lumber Market.
In other words, the longer the period of time these products remain in inventory, the greater the exposure to changes in the price of lumber. This would include treated lumber, which comprises approximately 20% of our total sales. This exposure is less significant with remanufactured lumber, trusses sold to the manufactured housing market, and other similar products, due to the higher rate of inventory turnover. We attempt to mitigate the risk associated with treated lumber through vendor consignment inventory programs. (
Please refer to the “Risk Factors” section of our annual report on form 10-K, filed with the United States Securities and Exchange Commission.
)
|
•
|
Products with fixed selling prices sold under long-term supply arrangements, particularly those involving multi-family construction projects.
We attempt to mitigate this risk through our purchasing practices by locking in costs.
|
|
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
|
%
|
|
Three Months Ended
|
Nine Months Ended
|
||||||
|
September 24, 2016
|
September 26, 2015
|
September 24, 2016
|
September 26, 2015
|
||||
Net sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
Cost of goods sold
|
85.7
|
|
85.5
|
|
85.2
|
|
86.4
|
|
Gross profit
|
14.3
|
|
14.5
|
|
14.8
|
|
13.6
|
|
Selling, general, and administrative expenses
|
9.1
|
|
8.9
|
|
9.3
|
|
8.8
|
|
Net gain on disposition and impairment of assets
|
—
|
|
—
|
|
—
|
|
—
|
|
Earnings from operations
|
5.3
|
|
5.6
|
|
5.4
|
|
4.7
|
|
Other expense (income), net
|
0.1
|
|
0.1
|
|
0.1
|
|
0.1
|
|
Earnings before income taxes
|
5.2
|
|
5.5
|
|
5.3
|
|
4.5
|
|
Income taxes
|
1.7
|
|
1.9
|
|
1.8
|
|
1.7
|
|
Net earnings
|
3.5
|
|
3.5
|
|
3.5
|
|
2.9
|
|
Less net earnings attributable to noncontrolling interest
|
(0.1
|
)
|
(0.2
|
)
|
(0.1
|
)
|
(0.1
|
)
|
Net earnings attributable to controlling interest
|
3.4
|
%
|
3.4
|
%
|
3.4
|
%
|
2.8
|
%
|
•
|
Diversifying our end market sales mix by increasing sales of specialty wood packaging to industrial users, increasing our penetration of the commercial construction market, increasing our sales of engineered wood components and complementary products for custom home, multi-family, military and light commercial construction, and increasing our market share with independent retailers.
|
•
|
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, 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
|
•
|
Developing new products and expanding our product offering for existing customers. New product sales were $81.3 million in the third quarter of 2016 compared to $71.1 million during the third quarter of 2015. New product sales year-to-date for 2016 and 2015 were $247.9 million and $213.3 million, respectively. Certain prior year product reclassifications resulted in an increase in new product sales in 2015.
|
•
|
Maximizing unit sales growth while achieving return on investment goals.
|
(in thousands)
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
Market Classification
|
September 24, 2016
|
September 26, 2015
|
% Change
|
September 24, 2016
|
September 26, 2015
|
% Change
|
||||||||||
Retail
|
$
|
339,744
|
|
$
|
296,022
|
|
14.8
|
|
$
|
1,017,225
|
|
$
|
905,826
|
|
12.3
|
|
Industrial
|
233,757
|
|
235,376
|
|
(0.7
|
)
|
669,389
|
|
683,763
|
|
(2.1
|
)
|
||||
Construction
|
265,563
|
|
241,810
|
|
9.8
|
|
733,700
|
|
676,228
|
|
8.5
|
|
||||
Total Gross Sales
|
839,064
|
|
773,208
|
|
8.5
|
|
2,420,314
|
|
2,265,817
|
|
6.8
|
|
||||
Sales Allowances
|
(12,399
|
)
|
(10,933
|
)
|
13.4
|
|
(39,405
|
)
|
(32,347
|
)
|
21.8
|
|
||||
Total Net Sales
|
$
|
826,665
|
|
$
|
762,275
|
|
8.4
|
|
$
|
2,380,909
|
|
$
|
2,233,470
|
|
6.6
|
|
•
|
Non-residential construction activity in July and August decreased approximately 0.9%.
|
•
|
National housing starts increased approximately 2.4% in the period from June through August 2016 (our sales trail housing starts by about a month) compared to the same period of 2015.
|
•
|
Production of HUD-code homes in July and August 2016 were up 2.3% compared to 2015.
|
•
|
Modular home production increased by 7.2% in the second quarter of 2016 compared to the same period in 2015.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 24, 2016
|
|
September 26, 2015
|
|
September 24, 2016
|
|
September 26, 2015
|
||||
Value-Added
|
61.1
|
%
|
|
60.1
|
%
|
|
61.5
|
%
|
|
59.2
|
%
|
Commodity-Based
|
38.9
|
%
|
|
39.9
|
%
|
|
38.5
|
%
|
|
40.8
|
%
|
•
|
$10.0 million of our gross profit increase was attributable to our unit sales growth to the retail market and an improvement in margin on these sales primarily due to new products.
|
•
|
The increase above was offset by a $1.8 million gross profit decrease on sales to the industrial market due to a decline in unit sales as discussed above and as a result of opportunistic buying and low lumber costs on products sold with fixed selling prices in 2015.
|
•
|
$32.1 million of our gross profit increase increase was attributable to our unit sales growth and margin improvement on sales to the retail market due to the same factors above.
|
•
|
$8.4 million of our gross profit improvement was due to margin improvements on our sales to the industrial market resulting from improvements in our sales mix of more value-added products.
|
•
|
$8.6 million of our gross profit increase was primarily due to unit sales growth to the construction market.
|
|
|
Net Sales
|
|
Earnings from Operations
|
||||||||||||||||||||
(in thousands)
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
|
September 24, 2016
|
September 26, 2015
|
$ Change
|
% Change
|
|
September 24, 2016
|
September 26, 2015
|
$ Change
|
% Change
|
||||||||||||||
North
|
|
$
|
267,156
|
|
$
|
252,447
|
|
$
|
14,709
|
|
5.8
|
%
|
|
$
|
14,630
|
|
$
|
16,965
|
|
$
|
(2,335
|
)
|
(13.8
|
)%
|
South
|
|
173,715
|
|
160,345
|
|
13,370
|
|
8.3
|
%
|
|
9,900
|
|
8,045
|
|
1,855
|
|
23.1
|
%
|
||||||
West
|
|
335,981
|
|
305,407
|
|
30,574
|
|
10.0
|
%
|
|
19,962
|
|
19,902
|
|
60
|
|
0.3
|
%
|
||||||
All Other
|
|
49,813
|
|
44,076
|
|
5,737
|
|
13.0
|
%
|
|
2,959
|
|
1,055
|
|
1,904
|
|
180.5
|
%
|
||||||
Corporate
1
|
|
—
|
|
—
|
|
—
|
|
|
|
|
(3,899
|
)
|
(3,442
|
)
|
(457
|
)
|
(13
|
)%
|
||||||
Total
|
|
$
|
826,665
|
|
$
|
762,275
|
|
$
|
64,390
|
|
8.4
|
%
|
|
$
|
43,552
|
|
$
|
42,525
|
|
$
|
1,027
|
|
2.4
|
%
|
|
|
Net Sales
|
|
Earnings from Operations
|
||||||||||||||||||||
(in thousands)
|
|
Nine Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
|
|
September 24, 2016
|
September 26, 2015
|
$ Change
|
% Change
|
|
September 24, 2016
|
September 26, 2015
|
$ Change
|
% Change
|
||||||||||||||
North
|
|
$
|
758,066
|
|
$
|
713,280
|
|
$
|
44,786
|
|
6.3
|
%
|
|
$
|
43,054
|
|
$
|
36,069
|
|
$
|
6,985
|
|
19.4
|
%
|
South
|
|
533,239
|
|
510,037
|
|
23,202
|
|
4.5
|
%
|
|
35,830
|
|
22,044
|
|
13,786
|
|
62.5
|
%
|
||||||
West
|
|
940,188
|
|
872,497
|
|
67,691
|
|
7.8
|
%
|
|
58,434
|
|
48,693
|
|
9,741
|
|
20.0
|
%
|
||||||
All Other
|
|
149,416
|
|
137,656
|
|
11,760
|
|
8.5
|
%
|
|
11,542
|
|
2,904
|
|
8,638
|
|
297.5
|
%
|
||||||
Corporate
1
|
|
—
|
|
—
|
|
—
|
|
|
|
|
(19,733
|
)
|
(5,134
|
)
|
(14,599
|
)
|
(284.4
|
)%
|
||||||
Total
|
|
$
|
2,380,909
|
|
$
|
2,233,470
|
|
$
|
147,439
|
|
6.6
|
%
|
|
$
|
129,127
|
|
$
|
104,576
|
|
$
|
24,551
|
|
23.5
|
%
|
|
Net Sales
|
|||||||||||||||
|
North Segment by Market
|
|||||||||||||||
(in thousands)
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
Market Classification
|
September 24, 2016
|
September 26, 2015
|
% Change
|
September 24, 2016
|
September 26, 2015
|
% Change
|
||||||||||
Retail
|
$
|
130,832
|
|
$
|
115,665
|
|
13.1
|
|
$
|
368,279
|
|
$
|
330,380
|
|
11.5
|
|
Industrial
|
28,277
|
|
29,572
|
|
(4.4
|
)
|
89,263
|
|
92,575
|
|
(3.6
|
)
|
||||
Construction
|
113,645
|
|
111,869
|
|
1.6
|
|
315,648
|
|
302,984
|
|
4.2
|
|
||||
Total Gross Sales
|
272,754
|
|
257,106
|
|
6.1
|
|
773,190
|
|
725,939
|
|
6.5
|
|
||||
Sales Allowances
|
(5,598
|
)
|
(4,659
|
)
|
20.2
|
|
(15,124
|
)
|
(12,659
|
)
|
19.5
|
|
||||
Total Net Sales
|
$
|
267,156
|
|
$
|
252,447
|
|
5.8
|
|
$
|
758,066
|
|
$
|
713,280
|
|
6.3
|
|
|
Net Sales
|
|||||||||||||||
|
South Segment by Market
|
|||||||||||||||
(in thousands)
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
Market Classification
|
September 24, 2016
|
September 26, 2015
|
% Change
|
September 24, 2016
|
September 26, 2015
|
% Change
|
||||||||||
Retail
|
$
|
74,617
|
|
$
|
69,839
|
|
6.8
|
%
|
$
|
238,599
|
|
$
|
227,773
|
|
4.8
|
%
|
Industrial
|
62,337
|
|
59,824
|
|
4.2
|
%
|
187,586
|
|
190,852
|
|
(1.7
|
)%
|
||||
Construction
|
40,310
|
|
33,554
|
|
20.1
|
%
|
117,742
|
|
100,549
|
|
17.1
|
%
|
||||
Total Gross Sales
|
177,264
|
|
163,217
|
|
8.6
|
%
|
543,927
|
|
519,174
|
|
4.8
|
%
|
||||
Sales Allowances
|
(3,549
|
)
|
(2,872
|
)
|
23.6
|
%
|
(10,688
|
)
|
(9,137
|
)
|
17.0
|
%
|
||||
Total Net Sales
|
$
|
173,715
|
|
$
|
160,345
|
|
8.3
|
%
|
$
|
533,239
|
|
$
|
510,037
|
|
4.5
|
%
|
|
Net Sales
|
|||||||||||||||
|
West Segment by Market
|
|||||||||||||||
(in thousands)
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
Market Classification
|
September 24, 2016
|
September 26, 2015
|
% Change
|
September 24, 2016
|
September 26, 2015
|
% Change
|
||||||||||
Retail
|
$
|
101,247
|
|
$
|
83,970
|
|
20.6
|
%
|
$
|
300,742
|
|
$
|
254,051
|
|
18.4
|
%
|
Industrial
|
127,236
|
|
128,735
|
|
(1.2
|
)%
|
351,541
|
|
356,456
|
|
(1.4
|
)%
|
||||
Construction
|
111,603
|
|
96,387
|
|
15.8
|
%
|
300,304
|
|
272,695
|
|
10.1
|
%
|
||||
Total Gross Sales
|
340,086
|
|
309,092
|
|
10.0
|
%
|
952,587
|
|
883,202
|
|
7.9
|
%
|
||||
Sales Allowances
|
(4,105
|
)
|
(3,685
|
)
|
11.4
|
%
|
(12,399
|
)
|
(10,705
|
)
|
15.8
|
%
|
||||
Total Net Sales
|
$
|
335,981
|
|
$
|
305,407
|
|
10.0
|
%
|
$
|
940,188
|
|
$
|
872,497
|
|
7.8
|
%
|
|
Net Sales
|
|||||||||||||||
|
All Other Segment by Market
|
|||||||||||||||
(in thousands)
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
Market Classification
|
September 24, 2016
|
September 26, 2015
|
% Change
|
September 24, 2016
|
September 26, 2015
|
% Change
|
||||||||||
Retail
|
$
|
33,049
|
|
$
|
26,548
|
|
24.5
|
%
|
$
|
109,606
|
|
$
|
93,622
|
|
17.1
|
%
|
Industrial
|
15,907
|
|
17,245
|
|
(7.8
|
)%
|
41,000
|
|
43,880
|
|
(6.6
|
)%
|
||||
Construction
|
4
|
|
—
|
|
|
|
4
|
|
1
|
|
300.0
|
%
|
||||
Total Gross Sales
|
48,960
|
|
43,793
|
|
11.8
|
%
|
150,610
|
|
137,503
|
|
9.5
|
%
|
||||
Sales Allowances
|
853
|
|
283
|
|
201.4
|
%
|
(1,194
|
)
|
153
|
|
(880.4
|
)%
|
||||
Total Net Sales
|
$
|
49,813
|
|
$
|
44,076
|
|
13.0
|
%
|
$
|
149,416
|
|
$
|
137,656
|
|
8.5
|
%
|
|
Nine Months Ended
|
||||||
|
September 24, 2016
|
|
September 26, 2015
|
||||
Cash from operating activities
|
$
|
136,377
|
|
|
$
|
121,409
|
|
Cash used in investing activities
|
(200,462
|
)
|
|
(40,106
|
)
|
||
Cash from (used in) financing activities
|
13,981
|
|
|
(24,926
|
)
|
||
Effect of exchange rate changes on cash
|
(969
|
)
|
|
(1,004
|
)
|
||
Net change in cash and cash equivalents
|
(51,073
|
)
|
|
55,373
|
|
||
Cash and cash equivalents, beginning of period
|
87,756
|
|
|
—
|
|
||
Cash and cash equivalents, end of period
|
$
|
36,683
|
|
|
$
|
55,373
|
|
|
Nine Months Ended
|
||||||
|
September 24, 2016
|
|
September 26, 2015
|
||||
Days of sales outstanding
|
$
|
31
|
|
|
$
|
32
|
|
Days supply of inventory
|
37
|
|
|
43
|
|
||
Days payables outstanding
|
(21
|
)
|
|
(21
|
)
|
||
Days in cash cycle
|
47
|
|
|
54
|
|
(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 24, 2016 (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 24, 2016, 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.
|
(a)
|
None.
|
(b)
|
None.
|
(c)
|
Issuer purchases of equity securities.
|
Fiscal Month
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
June 26 - July 30, 2016
|
|
|
|
|
|
|
2,869,603
|
|
July 31 - August 27, 2016
|
|
|
|
|
|
|
2,869,603
|
|
August 28 – September 24, 2016
|
|
|
|
|
|
|
2,869,603
|
|
(a)
|
Total number of shares purchased.
|
(a)
|
Average price paid per share.
|
(b)
|
Total number of shares purchased as part of publicly announced plans or programs.
|
(c)
|
Maximum number of shares that may yet be purchased under the plans or programs.
|
10
|
Material Contracts
|
|
|
(o)
|
Amended and restated agreement and plan of merger by and among Universal Forest Products, Inc., UFP Apply Merger Sub, Inc., idX Holdings, Inc., dated September 7, 2016.
|
|
|
|
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.
|
|
|
*
|
Indicates a compensatory arrangement.
|
|
UNIVERSAL FOREST PRODUCTS, INC.
|
|
|
|
|
Date:
October 27, 2016
|
By:
|
/s/ Matthew J. Missad
|
|
Matthew J. Missad,
|
|
|
Chief Executive Officer and Principal Executive Officer
|
|
|
|
|
Date:
October 27, 2016
|
By:
|
/s/ Michael R. Cole
|
|
Michael R. Cole,
|
|
|
Chief Financial Officer,
|
|
|
Principal Financial Officer and
|
|
|
Principal Accounting Officer
|
Exhibit No.
|
Description
|
||
10
|
Material Contracts
|
||
|
|
||
|
|
(o)
|
Amended and restated agreement and plan of merger by and among Universal Forest Products, Inc., UFP Apply Merger Sub, Inc., idX Holdings, Inc., dated September 7, 2016.
|
|
|
||
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
|
|
|
*
|
Indicates a compensatory arrangement.
|
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