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UFP INDUSTRIES INC - Quarter Report: 2019 September (Form 10-Q)

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 28, 2019

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 every Interactive Data File required to be submitted 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 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 a 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 28, 2019

Common stock, $1 par value

61,390,216

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Common Stock, no par value

UFPI

The Nasdaq Stock Market, LLC

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

TABLE OF CONTENTS

PART I.

FINANCIAL INFORMATION.

Page No.

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets at September 28, 2019, December 29, 2018 and September 29, 2018

3

Condensed Consolidated Statements of Earnings and Comprehensive Income for the Three and Nine Months Ended September 28, 2019 and September 29, 2018

4

Condensed Consolidated Statements of Shareholders’ Equity for the Nine Months Ended September 28, 2019 and September 29, 2018

5

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 28, 2019 and September 29, 2018

6

Notes to Unaudited Condensed Consolidated Financial Statements

7

Item 2.

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

19

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

33

Item 4.

Controls and Procedures

33

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings – NONE

Item 1A.

Risk Factors 

34

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

34

Item 3.

Defaults upon Senior Securities – NONE

Item 4.

Mine Safety Disclosures – NONE

Item 5.

Other Information – NONE

34

Item 6.

Exhibits

35

2

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share data)

September 28,

December 29,

September 29,

    

2019

    

2018

    

2018

ASSETS

  

  

CURRENT ASSETS:

  

  

Cash and cash equivalents

$

64,498

    

$

27,316

  

$

26,327

Restricted cash

 

729

 

882

  

 

1,024

Investments

 

17,028

 

14,755

  

 

15,809

Accounts receivable, net

 

474,648

 

343,450

  

 

454,935

Inventories:

  

  

Raw materials

 

239,585

 

271,871

  

 

257,983

Finished goods

 

239,771

 

284,349

  

 

252,074

Total inventories

 

479,356

 

556,220

  

 

510,057

Refundable income taxes

 

1,550

 

14,130

  

 

9,124

Other current assets

 

54,295

 

38,525

  

 

29,575

TOTAL CURRENT ASSETS

 

1,092,104

 

995,278

 

1,046,851

DEFERRED INCOME TAXES

 

2,284

 

2,668

  

 

2,176

RESTRICTED INVESTMENTS

16,082

 

13,267

  

 

13,117

RIGHT OF USE ASSETS

75,436

OTHER ASSETS

 

23,085

 

8,662

  

 

7,052

GOODWILL

 

232,411

 

224,117

  

 

218,631

INDEFINITE-LIVED INTANGIBLE ASSETS

 

7,339

 

7,360

  

 

7,373

OTHER INTANGIBLE ASSETS, NET

 

46,877

 

41,486

  

 

35,662

PROPERTY, PLANT AND EQUIPMENT:

  

  

Property, plant and equipment

880,274

814,645

807,023

Less accumulated depreciation and amortization

 

(495,267)

 

(459,935)

  

 

(460,714)

PROPERTY, PLANT AND EQUIPMENT, NET

385,007

354,710

346,309

TOTAL ASSETS

1,880,625

1,647,548

1,677,171

LIABILITIES AND SHAREHOLDERS’ EQUITY

  

  

CURRENT LIABILITIES:

  

  

Cash overdraft

$

$

27,367

  

$

31,115

Accounts payable

 

180,767

 

136,901

  

 

175,912

Accrued liabilities:

  

  

Compensation and benefits

 

127,500

 

104,109

  

 

99,786

Other

 

61,463

 

41,645

  

 

51,316

Current portion of lease liability

15,566

Current portion of long-term debt

 

152

 

148

  

 

149

TOTAL CURRENT LIABILITIES

 

385,448

 

310,170

  

 

358,278

LONG-TERM DEBT

 

162,853

 

202,130

  

 

186,539

LEASE LIABILITY

59,870

DEFERRED INCOME TAXES

 

14,897

 

15,687

  

 

13,701

OTHER LIABILITIES

 

28,454

 

30,877

  

 

26,929

TOTAL LIABILITIES

 

651,522

 

558,864

  

 

585,447

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, 61,390,216, 60,883,749, and 61,656,181

 

61,390

 

60,884

  

 

61,656

Additional paid-in capital

 

189,820

 

178,540

  

 

176,671

Retained earnings

 

969,564

 

839,917

  

 

841,431

Accumulated other comprehensive income

 

(5,315)

 

(5,938)

  

 

(3,638)

Total controlling interest shareholders’ equity

 

1,215,459

 

1,073,403

  

 

1,076,120

Noncontrolling interest

 

13,644

 

15,281

  

 

15,604

TOTAL SHAREHOLDERS’ EQUITY

 

1,229,103

 

1,088,684

  

 

1,091,724

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

1,880,625

$

1,647,548

  

$

1,677,171

See notes to consolidated condensed financial statements.

3

Table of Contents

UNIVERSAL FOREST PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME

(Unaudited)

(in thousands, except per share data)

Three Months Ended

Nine Months Ended

September 28,

September 29,

September 28,

September 29,

    

2019

    

2018

    

2019

    

2018

    

NET SALES

$

1,163,026

    

$

1,212,702

  

$

3,417,969

    

$

3,500,999

    

COST OF GOODS SOLD

 

975,756

 

1,054,029

  

 

2,889,706

 

3,045,748

GROSS PROFIT

 

187,270

 

158,673

  

 

528,263

 

455,251

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

115,652

 

102,704

  

 

334,283

 

300,505

NET (GAIN) LOSS ON DISPOSITION OF ASSETS AND IMPAIRMENT OF ASSETS

1,151

(1,022)

830

(7,079)

EARNINGS FROM OPERATIONS

 

70,467

 

56,991

  

 

193,150

 

161,825

INTEREST EXPENSE

 

1,900

 

1,945

  

 

6,767

 

5,971

INTEREST AND INVESTMENT INCOME

 

(410)

 

(211)

  

 

(2,685)

 

(1,109)

NET INTEREST EXPENSE

 

1,490

 

1,734

  

 

4,082

 

4,862

EARNINGS BEFORE INCOME TAXES

 

68,977

 

55,257

  

 

189,068

 

156,963

INCOME TAXES

 

16,396

 

13,189

  

 

45,340

 

36,183

NET EARNINGS

 

52,581

 

42,068

  

 

143,728

 

120,780

LESS NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

(722)

 

(849)

  

 

(1,814)

 

(2,684)

NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST

$

51,859

$

41,219

  

$

141,914

$

118,096

EARNINGS PER SHARE - BASIC

$

0.84

$

0.67

  

$

2.30

$

1.91

EARNINGS PER SHARE - DILUTED

$

0.84

$

0.66

  

$

2.30

$

1.91

OTHER COMPREHENSIVE INCOME:

NET EARNINGS

 

52,581

 

42,068

  

 

143,728

 

120,780

OTHER COMPREHENSIVE GAIN (LOSS)

 

(1,200)

 

1,174

  

 

644

 

(3,170)

COMPREHENSIVE INCOME

 

51,381

 

43,242

  

 

144,372

 

117,610

LESS COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

(358)

 

(1,583)

  

 

(1,835)

 

(3,296)

COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST

$

51,023

$

41,659

  

$

142,537

$

114,314

See notes to consolidated condensed financial statements.

4

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UNIVERSAL FOREST PRODUCTS, INC.

CONDENSED 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 30, 2017

$

61,192

$

161,928

  

$

736,212

$

144

  

$

14,547

  

$

974,023

Net earnings

  

  

 

118,096

 

  

 

2,684

  

 

120,780

Foreign currency translation adjustment

  

  

  

 

(3,562)

 

612

  

 

(2,950)

Unrealized gain (loss) on investment & foreign currency

  

  

  

 

(220)

 

  

 

(220)

Distributions to noncontrolling interest

  

  

  

  

 

(2,239)

 

(2,239)

Cash dividends - $0.180 per share

  

  

 

(11,090)

 

  

 

  

 

(11,090)

Issuance of 25,449 shares under employee stock plans

 

25

 

731

  

  

  

  

 

756

Issuance of 348,140 shares under stock grant programs

 

348

 

4,911

  

  

  

  

 

5,259

Issuance of 147,188 shares under deferred compensation plans

 

147

 

(147)

  

  

  

  

 

Repurchase of 56,484 shares

(56)

(1,787)

(1,843)

Expense associated with share-based compensation arrangements

  

 

2,613

 

  

 

  

 

  

 

2,613

Accrued expense under deferred compensation plans

  

 

6,635

 

  

 

  

 

  

 

6,635

Balance at September 29, 2018

$

61,656

$

176,671

  

$

841,431

$

(3,638)

  

$

15,604

  

$

1,091,724

Balance at December 29, 2018

$

60,884

$

178,540

  

$

839,917

$

(5,938)

  

$

15,281

  

$

1,088,684

Net earnings

  

  

 

141,914

 

  

 

1,814

  

 

143,728

Foreign currency translation adjustment

  

  

  

 

170

 

21

  

 

191

Unrealized gain on debt securities

  

  

  

 

453

 

  

 

453

Distributions to noncontrolling interest

  

  

  

  

 

(1,634)

 

(1,634)

Additional purchase of noncontrolling interest

(5,015)

(1,838)

(6,853)

Cash dividends - $0.200 per share

  

  

 

(12,270)

 

  

 

  

 

(12,270)

Issuance of 26,869 shares under employee stock purchase plans

 

27

 

785

  

  

  

  

 

812

Issuance of 310,320 shares under stock grant programs

 

310

 

5,766

  

3

  

  

  

 

6,079

Issuance of 169,278 shares under deferred compensation plans

 

169

 

(169)

  

  

  

  

 

Expense associated with share-based compensation arrangements

  

 

2,968

 

  

 

  

 

  

 

2,968

Accrued expense under deferred compensation plans

  

 

6,945

 

  

 

  

 

  

 

6,945

Balance at September 28, 2019

$

61,390

$

189,820

  

$

969,564

$

(5,315)

  

$

13,644

  

$

1,229,103

See notes to consolidated condensed financial statements.

5

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UNIVERSAL FOREST PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

Nine Months Ended

September 28,

September 29,

    

2019

    

2018

    

CASH FLOWS FROM OPERATING ACTIVITIES:

  

Net earnings

$

143,728

    

$

120,780

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

  

Depreciation

 

44,652

 

40,490

Amortization of intangibles

 

4,690

 

4,274

Expense associated with share-based and grant compensation arrangements

 

3,105

 

2,762

Deferred income taxes credits

 

(367)

 

(583)

Unrealized gain on investments

 

(1,611)

 

Net (gain) loss on disposition of assets and impairment of assets

 

830

 

(7,079)

Changes in:

  

Accounts receivable

 

(127,841)

 

(121,067)

Inventories

 

80,178

 

(39,448)

Accounts payable and cash overdraft

 

14,293

 

38,611

Accrued liabilities and other

 

36,423

 

21,361

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

198,080

 

60,101

CASH FLOWS FROM INVESTING ACTIVITIES:

  

Purchases of property, plant and equipment

 

(66,338)

 

(74,541)

Proceeds from sale of property, plant and equipment

 

1,180

 

37,612

Acquisitions, net of cash received

 

(38,710)

 

(38,963)

Purchases of investments

 

(6,475)

 

(12,401)

Proceeds from sale of investments

 

4,159

 

3,298

Other

 

199

 

(620)

NET CASH USED IN INVESTING ACTIVITIES

 

(105,985)

 

(85,615)

CASH FLOWS FROM FINANCING ACTIVITIES:

  

Borrowings under revolving credit facilities

 

421,464

 

636,798

Repayments under revolving credit facilities

 

(460,537)

 

(668,941)

Borrowings of debt

927

Repayment of debt

(3,099)

(5,511)

Issuance of long-term debt

75,000

Proceeds from issuance of common stock

 

812

 

756

Dividends paid to shareholders

 

(12,270)

 

(11,090)

Distributions to noncontrolling interest

(1,634)

(2,239)

Repurchase of common stock

 

 

(1,843)

Other

 

41

 

(55)

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

 

(55,223)

 

23,802

Effect of exchange rate changes on cash

 

157

 

247

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

37,029

 

(1,465)

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

 

28,198

 

28,816

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

$

65,227

$

27,351

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:

Cash and cash equivalents, beginning of period

$

27,316

$

28,339

Restricted cash, beginning of period

882

477

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

$

28,198

$

28,816

Cash and cash equivalents, end of period

$

64,498

$

26,327

Restricted cash, end of period

729

1,024

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

$

65,227

$

27,351

SUPPLEMENTAL INFORMATION:

  

Interest paid

$

5,287

$

4,955

Income taxes paid

 

33,106

 

38,675

NON-CASH FINANCING ACTIVITIES:

Common stock issued under deferred compensation plans

 

5,620

 

5,312

See notes to consolidated condensed financial statements.

6

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UNIVERSAL FOREST PRODUCTS, INC.

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED 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 29, 2018.

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 29, 2018 balances in the accompanying unaudited condensed consolidated balance sheets.

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UNIVERSAL FOREST PRODUCTS, INC.

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 28, 2019

September 29, 2018

Quoted

Prices with

Quoted

Prices with

Prices in

Other

Prices with

Prices in

Other

Prices with

Active

Observable

Unobservable

Active

Observable

Unobservable

Markets

Inputs

Inputs

Markets

Inputs

Inputs

(in thousands)

    

(Level 1)

    

(Level 2)

(Level 3)

Total

    

(Level 1)

    

(Level 2)

(Level 3)

    

Total

Money market funds

$

56,781

    

$

843

$

    

$

57,624

    

$

56

    

$

1,381

    

$

1,437

Fixed income funds

 

733

 

14,566

 

 

15,299

 

2,846

 

9,484

 

 

12,330

Equity securities

 

8,840

 

 

 

8,840

 

8,203

 

 

 

8,203

Alternative investments

1,895

1,895

1,725

1,725

Mutual funds:

  

 

  

  

 

Domestic stock funds

 

2,630

 

 

 

2,630

 

2,970

 

 

 

2,970

International stock funds

 

2,054

 

 

 

2,054

 

948

 

 

 

948

Target funds

 

268

 

 

 

268

 

255

 

 

 

255

Bond funds

 

825

 

 

 

825

 

208

 

635

 

 

843

Alternative funds

1,531

1,531

1,364

1,364

Total mutual funds

 

7,308

 

 

 

7,308

 

5,745

 

635

 

 

6,380

Total

$

73,662

$

15,409

1,895

$

90,966

$

16,850

$

11,500

1,725

$

30,075

Assets at fair value

$

73,662

$

15,409

1,895

 

$

90,966

$

16,850

$

11,500

1,725

 

$

30,075

From the assets measured at fair value as of September 28, 2019, listed in the table above, $56.8 million of money market funds are held in Cash and Cash Equivalents, $17.0 million of mutual funds, equity securities, and alternative investments are held in Investments, $1.1 million of money market and mutual funds are held in Other Assets for our deferred compensation plan, and $15.3 million of fixed income funds and $0.8 million of money markets funds are held in Restricted Investments.

We maintain money market, mutual funds, bonds, and/or stocks in our non-qualified deferred compensation plan, our wholly owned licensed captive insurance company, and assets held in financial institutions. These funds are valued at prices quoted in an active exchange market and are included in “Cash and Cash Equivalents”, “Investments”, “Other Assets”, and “Restricted Investments”. We have elected not to apply the fair value option under ASC 825, Financial Instruments, to any of our financial instruments except for those expressly required by U.S. GAAP.

During 2018, we purchased a private real estate income trust which is valued as a Level 3 asset and is categorized as an “Alternative Investment”.  

In accordance with our investment policy, our wholly-owned captive, Ardellis Insurance Ltd. (“Ardellis”), maintains an investment portfolio, totaling $32.3 million as of September 28, 2019, consisting of domestic and international stocks, alternative investments, and fixed income bonds.  

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UNIVERSAL FOREST PRODUCTS, INC.

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

September 28, 2019

Unrealized

    

Cost

    

Gain/(Loss)

    

Fair Value

Fixed Income

$

14,969

    

$

330

  

$

15,299

Equity

 

7,584

 

1,256

  

 

8,840

Mutual Funds

6,391

(98)

  

6,293

Alternative Investments

1,790

105

  

1,895

Total

$

30,734

$

1,593

  

$

32,327

Our fixed income investments consist of a blend of US Government and Agency bonds and investment grade corporate bonds with varying maturities.  Our equity investments consist of small, mid, and large cap growth and value funds, as well as international equity. Our alternative investments consist of the private real estate income trust which is valued as a Level 3 asset.  The net unrealized gain was $1.6 million. Carrying amounts above are recorded in the investments and restricted investments line items within the balance sheet as of September 28, 2019.

C.       REVENUE RECOGNITION

On May 28, 2014, the FASB issued ASU No. 2014-09 (Accounting Standard Codification 606), Revenue from Contracts with Customers.  Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition, and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the considerations to which the entity expects to be entitled to in exchange 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 has adopted the requirements of the new standard as of January 1, 2018, and utilized the modified retrospective method of transition which was applied to all contracts.

The Company completed the new revenue recognition standard assessment and determined that there was no material impact to our consolidated financial statements, aside from additional required disclosures, thus no needed adjustment to the opening retained earnings for the annual reporting period.

Within the three markets (retail, industrial, and construction) that the Company operates, there are a variety of written and oral contracts that are utilized to generate revenue from the sale of wood, wood composite and other products.  The transaction price is stated at the purchase order level, which includes shipping and/or freight costs and any applicable governmental authority taxes.  The majority of our contracts have a single performance obligation concentrated around the delivery of goods to the carrier, Free On Board (FOB) shipping point.  Therefore, revenue is recognized when this performance obligation is satisfied.  Generally, title and control passes at the time of shipment. In certain circumstances, the customer takes title when the shipment arrives at the destination. However, our shipping process is typically completed the same day.

Certain customer products that we provide require installation by the Company or a 3rd party.  Installation revenue is recognized upon completion, which is typically 2-3 days after receipt.  If it is determined to utilize a 3rd party for installation, the party will act as an agent to the Company until completion of the installation.  Installation revenue represents an immaterial share of the Company’s total sales.

The Company utilizes rebates, credits, discounts and/or cash-based incentives with certain customers which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We believe that there will not be significant changes to our estimates of variable consideration.  The allocation of these costs are applied at the invoice level and recognized in conjunction with

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revenue.  Additionally, the volume returns and refunds are estimated on a historical and expected basis which is a reduction of revenue recognized.

Earnings on construction contracts are reflected in operations using over time accounting, under either cost to cost or units of delivery methods, depending on the nature of the business at individual operations, which is in accordance with ASC 606 as revenue is recognized when certain performance obligations are performed. Under over time accounting using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred related to the total estimated costs. Under over time accounting using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced related to the total number of units. Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for such revisions becomes known. Projected losses on individual contracts are charged to operations in their entirety when such losses become apparent.  

Our construction contracts are generally entered into with a fixed price and completion of the projects can range from 6 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 our gross revenues disaggregated by revenue source:

Three Months Ended

Nine Months Ended

(in thousands)

    

September 28,

    

September 29,

    

September 28,

    

September 29,

    

Market Classification

2019

2018

% Change

2019

2018

% Change

FOB Shipping Point Revenue

$

1,140,853

$

1,197,959

 

-4.8%

$

3,358,520

$

3,461,208

 

-3.0%

Construction Contract Revenue

 

43,177

35,731

 

20.8%

 

121,622

104,518

 

16.4%

Total Gross Sales

 

1,184,030

1,233,690

 

-4.0%

 

3,480,142

3,565,726

 

-2.4%

Sales Allowances

(21,004)

(20,988)

0.1%

(62,173)

(64,727)

-3.9%

Total Net Sales

$

1,163,026

$

1,212,702

-4.1%

$

3,417,969

$

3,500,999

-2.4%

In the third quarter of 2019, the North and West segments comprise the construction contract revenue above, $29.6 million and $13.6 million, respectively, compared to $24.8 million and $10.9 million, respectively, during the same period of 2018.  Similarly, in the first nine months of 2019, the North and West segments comprise the construction contract revenue above, $77.0 million and $44.6 million, respectively, compared to $72.0 million and $32.5 million, respectively, during the same period of 2018.  Construction contract revenue is primarily made up of site-built and framing customers.

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

September 28,

December 29,

September 29,

    

2019

    

2018

    

2018

    

Cost and Earnings in Excess of Billings

$

6,815

    

$

6,945

    

$

5,167

    

Billings in Excess of Cost and Earnings

 

6,666

 

3,245

 

 

4,955

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D.       EARNINGS PER SHARE

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

Three Months Ended

Nine Months Ended

    

September 28,

    

September 29,

    

September 28,

    

September 29,

    

2019

2018

2019

2018

Numerator:

 

  

 

  

 

  

 

  

 

Net earnings attributable to controlling interest

$

51,859

$

41,219

$

141,914

$

118,096

Adjustment for earnings allocated to non-vested restricted common stock

 

(1,299)

 

(952)

 

(3,547)

 

(2,678)

Net earnings for calculating EPS

$

50,560

$

40,267

$

138,367

$

115,418

Denominator:

 

  

 

  

 

  

 

  

Weighted average shares outstanding

 

61,717

 

61,954

 

61,609

 

61,838

Adjustment for non-vested restricted common stock

 

(1,546)

 

(1,430)

 

(1,540)

 

(1,402)

Shares for calculating basic EPS

 

60,171

 

60,524

 

60,069

 

60,436

Effect of dilutive restricted common stock

 

24

 

90

 

22

 

84

Shares for calculating diluted EPS

 

60,195

 

60,614

 

60,091

 

60,520

Net earnings per share:

 

  

 

  

 

  

 

  

Basic

$

0.84

$

0.67

$

2.30

$

1.91

Diluted

$

0.84

$

0.66

$

2.30

$

1.91

E.       COMMITMENTS, CONTINGENCIES, AND GUARANTEES

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

We own and operate a number of facilities throughout the United States that chemically treat lumber products. In connection with the ownership and operation of these and other real properties, and the disposal or treatment of hazardous or toxic substances, we may, under various federal, state, and local environmental laws, ordinances, and regulations, be potentially liable for removal and remediation costs, as well as other potential costs, damages, and expenses. Environmental reserves, calculated with no discount rate, have been established to cover remediation activities at wood preservation facilities in Stockertown, PA; Elizabeth City, NC; and Auburndale, 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 $2.0 million and $2.5 million on September 28, 2019, and September 29, 2018, respectively, representing the estimated costs to complete future remediation efforts. These amounts have not been reduced by an insurance receivable.

In addition, on September 28, 2019, 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 28, 2019, we had outstanding purchase commitments on commenced capital projects of approximately $46.1 million.

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

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longer exists or has the ability to pay. Historically, these costs have not had a material effect on our consolidated financial statements.

As part of our operations, we supply building materials and labor to site-built construction projects or we jointly bid on contracts with framing companies for such projects. In some instances, we are required to post payment and performance bonds to insure the project owner that the products and installation services are completed in accordance with our contractual obligations. We have agreed to indemnify the surety for claims made against these bonds. As of September 28, 2019, we had approximately $14.6 million outstanding payment and performance bonds for open projects. We had approximately $9.0 million in payment and performance bonds outstanding for completed projects which are still under warranty.

On September 28, 2019, we had outstanding letters of credit totaling $37.3 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. As of September 28, 2019, we have irrevocable letters of credit outstanding totaling approximately $27.5 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 and 2018 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 2019 which would require us to recognize a liability on our balance sheet.

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F.       BUSINESS COMBINATIONS

We completed the following acquisitions in 2019 and 2018, 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

September 16, 2019

$12,276
cash paid for 100% asset purchase

$

7,318

$

4,958

East

Pallet USA, LLC ("Pallet USA")

A manufacturer and distributor of wood pallet and crate products in the Midwest. Pallet USA had annual sales of approximately $18 million. The acquisition of Pallet USA allows us to expand our industrial product capacity and services in the Midwest.

August 12, 2019

$15,100
cash paid for 100% asset purchase

$

5,301

$

9,799

West

Northwest Painting, Inc. ("Northwest")

A supplier of pre-painted building materials, including composite lap siding, soffit, panels and trim to the Western U.S. Northwest had annual sales of approximately $14 million. The acquisition of Northwest will expand our capacity to produce value-added siding and trim for customers in the Northwest and Mountain West regions.

May 1, 2019

$5,034
cash paid for 100% asset purchase

$

4,046

$

988

North

Wolverine Wood Products, Inc. ("Wolverine")

A manufacturer of wood panel components for furniture, store fixtures and case goods. Wolverine had annual sales of approximately $5 million. The acquisition of Wolverine allows us to expand capacity to produce value-added wood components for customers in the Midwest.

October 22, 2018

$15,115
cash paid for 100% asset purchase

$

8,592

$

6,523

North

Pak-Rite, LTD ("Pak-Rite")

A designer and manufacturer of packaging for high-value products, such as medical, aerospace and automation equipment. Pak-Rite had annual sales of approximately $15 million. The acquisition of Pak-Rite allows us to grow our portfolio of packaging products and our presence in this region.

July 31, 2018

$1,016
cash paid for 100% asset purchase

$

250

$

766

West

The Pallet Place, LLC ("Pallet Place")

A manufacturer and distributor of total packaging solutions in timber, crates, skids, and pallets. Pallet Place had annual sales of approximately $5 million. The acquisition of Pallet Place allows us to increase our industrial business and creates operating leverage by consolidating with another regional operation.

June 1, 2018

$23,866
cash paid for 100% asset purchase

$

12,497

$

11,369

South

North American Container Corporation ("NACC")

A manufacturer of structural packaging products, including steel, corrugated and hardwood packaging. NACC had annual sales of approximately $71 million. The acquisition of NACC allows us to enhance our presence in this region, expand our product offering, and serve customers more cost effectively.

April 9, 2018

$3,890
cash paid for 100% asset purchase

$

2,235

$

1,655

West

Fontana Wood Products ("Fontana")

A manufacturer and distributor of lumber and trusses in the Southern California region. Fontana had annual sales of approximately $12 million. The acquisition of Fontana allows us to expand our manufactured housing business and creates operating leverage by consolidating with another regional operation.

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Net 

Company

Acquisition 

Intangible 

Tangible 

Operating

Name

Date

Purchase Price

Assets

Assets

Segment

April 3, 2018

$1,347
cash paid for 100% asset purchase

$

1,287

$

60

All Other

Expert Packaging ("Expert")

A manufacturer and distributor of total packaging solutions in timber, crates, pallets, and skids. Expert had annual sales of approximately $3.6 million. The acquisition of Expert allows us to make progress on our goal of becoming a global provider of packaging solutions.

January 23, 2018

$2,942
cash paid for 100% asset purchase

$

850

$

2,092

West

Spinner Wood Products, LLC ("Spinner")

A manufacturer and distributor of agricultural bin and various industrial packaging. Spinner had annual sales of approximately $8 million. The acquisition of Spinner allows us to expand our industrial packaging product offering and creates operating leverage by consolidating with other regional operations.

January 15, 2018

$5,784
cash paid for 100% asset purchase

$

50

$

5,734

North

Great Northern Lumber, LLC

A manufacturer of industrial products as well as serving the concrete forming market in the Chicago area. Great Northern Lumber had annual sales of approximately $25 million. The acquisition of Great Northern Lumber enables us to expand our concrete forming product offering and regional coverage.

The intangible assets for each acquisition were finalized and allocated to their respective identifiable intangible asset and goodwill accounts during 2018 and 2019, except for the Wolverine, Northwest, and Pallet USA acquisitions.  In aggregate, acquisitions completed since the end of September 2018 and not consolidated with other operations contributed approximately $7.9 million and $56.8 million in revenue and a $0.7 million and $3.7 million in operating profit during the third quarter and first nine months of 2019, respectively.

G.       SEGMENT REPORTING

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

The Company operates manufacturing, treating and distribution facilities throughout North America, but primarily in the United States. The Company manages the operations of its individual locations primarily through a geographic reporting structure under which each location is included in a region and regions are included in our North, South, West, and International 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.

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During the third quarter and the first nine months of 2019, management retrospectively reallocated the related bonus expense from Corporate to their respective segment to better assess the reporting unit’s productivity.

Three Months Ended September 28, 2019

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

    

Net sales to outside customers

$

352,642

 

$

227,896

$

413,183

$

169,305

$

$

1,163,026

Intersegment net sales

 

15,928

 

15,462

 

12,982

 

54,512

 

 

98,884

Segment operating profit

 

22,914

 

12,968

 

28,949

 

(505)

 

6,141

 

70,467

Three Months Ended September 29, 2018

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

    

Net sales to outside customers

$

341,334

 

$

270,077

$

434,123

$

167,168

$

$

1,212,702

Intersegment net sales

 

15,259

 

21,360

 

14,121

 

56,771

 

 

107,511

Segment operating profit

 

12,061

 

8,304

 

21,404

 

5,171

 

10,051

 

56,991

Nine Months Ended September 28, 2019

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

Net sales to outside customers

$

1,011,217

 

$

730,939

$

1,194,553

$

481,260

$

$

3,417,969

Intersegment net sales

 

46,000

 

54,796

 

40,602

 

177,259

 

 

318,657

Segment operating profit

 

63,105

 

42,710

 

77,626

 

(421)

 

10,130

 

193,150

Nine Months Ended September 29, 2018

    

      North      

    

      South      

    

      West      

    

  All Other  

    

  Corporate  

    

      Total      

Net sales to outside customers

$

1,002,341

 

$

803,417

$

1,253,416

$

441,825

$

$

3,500,999

Intersegment net sales

 

45,841

 

60,683

 

44,183

 

181,450

 

 

332,157

Segment operating profit

 

36,680

 

39,489

 

65,923

 

5,894

 

13,839

 

161,825

Beginning on January 1, 2020, the Company will be re-organized around the markets it serves rather than geography. The business segments will primarily align with the following markets: UFP Retail, UFP Construction and UFP Industrial. We believe this change in segmentation will, among other factors, allow for a more specialized and consistent sales approach among all Universal operations, more efficient use of resources and capital, and quicker introduction of new products and services.

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 23.8% in the third quarter of 2019 compared to 23.9% for same period in 2018.  Our effective tax rate was 24.0% in the first nine months of 2019 compared to 23.1% for the same period in 2018.  The increase was primarily due to recording certain discrete tax benefits in 2018 related to state income tax and stock-based compensation deduction, which lowered the effective tax rate last year and additional non-deductible compensation in 2019. 

I.       LEASES

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-02, “Leases (Topic 842)” (ASU 2016-02). Under ASU 2016-02, an entity will be required to recognize assets and liabilities for the rights and obligations created by leases on the entity’s balance sheet for both finance and operating leases. For leases with a term of 12 months or less, an entity can elect to not recognize lease assets and lease liabilities and expense the lease over a straight-line basis for the term of the lease. ASU 2016-02 requires new disclosures that depict the

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amount, timing, and uncertainty of cash flows pertaining to an entity’s leases. Companies are required to adopt the new standard for annual and interim periods beginning after December 15, 2018. Early adoption of ASU 2016-02 is permitted. The FASB decided to amend certain aspects of its new leasing standard in an attempt to provide a relief from implementation costs.  Specifically, entities may elect not to restate their comparative periods in the period of adoption when transitioning to the new standard.  

Upon adoption of ASC 842, there was no cumulative effect adjustment to retained earnings or other components of equity.

We elected the package of practical expedients whereby we are not required to 1) reassess whether any expired or existing contracts contain leases, 2) reassess the lease classification of existing leases, and 3) reassess initial direct costs for any existing leases.  Additionally, we did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases.  We did elect to account for lease and related non-lease components as a single lease component.  We elected to not recognize leases with an original term of 12 months or less as they are not significant to our consolidated balance sheet and income statement.  We have assessed and updated our business processes, systems, and controls to ensure compliance with the new accounting and disclosure requirements in accordance with the new standard.

We lease certain real estate under non-cancelable operating lease agreements with typical original terms ranging from one to ten years. We are required to pay real estate taxes and other occupancy costs under certain leases, which are variable in nature and not included in the right of use asset or lease liability. Certain leases carry renewal options of five to fifteen years. We believe that future leases will likely have similar terms.  We also lease motor vehicles, equipment, and an aircraft under operating lease agreements for periods of one to ten years.  We do not typically enter into leases with residual value guarantees.

We believe finance leases will have no significant impact to our consolidated balance sheet and income statement as of September 28, 2019.

As of September 28, 2019, we have no leases that have not yet commenced that would significantly impact the rights, obligations, and financial position of the Company.

The rates implicit in our leases are primarily not readily available. To determine the discount rate used to present value the lease payments, the Company utilized the 5-year treasury note rate plus a blend of rate spreads associated with our revolver and 10-12-year senior notes along with estimated spreads based on current market conditions.  We feel the determined rate is a reasonable collectively representation of our lease population.

Future minimum payments under non-cancelable operating leases on September 28, 2019 are as follows (in thousands):

    

Operating

Leases

2019 (remainder of year)

$

4,389

2020

 

16,258

2021

 

13,945

2022

 

11,511

2023

 

8,907

Thereafter

 

22,471

Total minimum lease payments

$

77,481

Less present value discount

(2,045)

Total lease liability

$

75,436

Rent expense was approximately $7.0 million and $4.7 million during the third quarter of 2019 and 2018, respectively.

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For comparison purposes, we have included the future minimum payments under non-cancelable operating leases on December 29, 2018, (in thousands):

    

Operating

Leases

12/29/2018

2019

$

17,242

2020

 

11,969

2021

 

9,784

2022

 

8,346

2023

 

6,382

Thereafter

 

22,498

Total minimum lease payments

$

76,221

During the first quarter of 2018, the Company completed a sale and leaseback transaction related to one facility in Medley, Florida.  The sale price for the property was approximately $36 million and created a $7 million pre-tax gain, which was entirely recognized in 2018.  The Company leased back the facility for two years as it executes its long-term plan for Florida and the Southeast region, however, only a minor portion of the property sold was leased back.

As of September 28, 2019, the weighted average lease term for operating leases is 7.25 years.  Similarly, the weighted average discount rate for operating leases is 3.02%.

J.       COMMON STOCK

Below is a summary of common stock issuances for the first nine months of 2019 and 2018:

    

September 28, 2019

Share Issuance Activity

 

Common Stock

Average Share Price

Shares issued under the employee stock purchase plan

27

$

35.52

Shares issued under the employee stock gift program

3

33.91

Shares issued under the director retainer stock program

4

35.44

Shares issued under the long term stock incentive plan

211

30.83

Shares issued under the executive stock match grants

109

31.57

Forfeitures

(17)

-

Total shares issued under stock grant programs

310

$

31.17

Shares issued under the deferred compensation plans

169

$

33.20

Total

506

$

32.05

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September 29, 2018

Share Issuance Activity

 

Common Stock

Average Share Price

Shares issued under the employee stock purchase plan

25

$

34.97

Shares issued under the employee stock gift program

2

35.91

Shares issued under the director retainer stock program

99

16.91

Shares issued under the long term stock incentive plan

164

34.75

Shares issued under the executive stock match grants

94

32.94

Forfeitures

(10)

-

Total shares issued under stock grant programs

349

$

29.38

Shares issued under the deferred compensation plans

147

$

36.09

Total

521

$

31.50

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UNIVERSAL FOREST PRODUCTS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act, as amended, that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the markets we serve, the economy and the Company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” “likely,” “plans,” “projects,” “should,” variations of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. The Company does not undertake to update forward-looking statements to reflect facts, circumstances, events, or assumptions that occur after the date the forward-looking statements are made. Actual results could differ materially from those included in such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty. Among the factors that could cause actual results to differ materially from forward-looking statements are the following: fluctuations in the price of lumber; adverse or unusual weather conditions; adverse economic conditions in the markets we serve; government regulations, particularly involving environmental and safety regulations; and our ability to make successful business acquisitions. Certain of these risk factors as well as other risk factors and additional information are included in the Company's reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission. We are pleased to present this overview of 2019.

OVERVIEW

Our results for the third quarter of 2019 were impacted by the following:

Our gross sales decreased by 4% compared to the third quarter of 2018, which was comprised of a 7% increase in unit sales, offset by an 11% decrease in selling prices primarily due to the commodity lumber market (see Historical Lumber Prices below).  Organic growth contributed 6% of our unit sales increase, while acquisitions contributed 1%.  We experienced favorable unit growth to each of the primary markets we serve.
Our operating profits increased nearly 24%, which compares favorably with our 7% increase in unit sales.  The improvement in our profitability was primarily due to a favorable change in our product mix to sales of more value-added products, strong organic growth combined with leveraging fixed costs, the impact of lower lumber costs on products we sell with fixed selling prices and a more favorable trend in lumber prices in 2019 which resulted in a higher profit per unit of products sold with a variable price.
Our cash flow from operating activities for the third quarter improved by $138 million compared to 2018 primarily due to lower lumber prices, which lowered our investment in working capital, and opportunistic buying of inventory in the fourth quarter of 2018 which was sold in 2019.

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HISTORICAL LUMBER PRICES

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

Random Lengths Composite

 

Average $/MBF

 

    

2019

    

2018

 

January

$

331

$

449

February

 

370

 

496

March

 

365

 

505

April

 

354

 

496

May

 

346

 

554

June

 

329

 

572

July

 

356

 

525

August

 

346

 

449

September

 

364

 

443

Third quarter average

$

355

$

472

Year-to-date average

$

351

$

499

Third quarter percentage change

 

(24.8)

%  

 

  

Year-to-date percentage change

 

(29.7)

%  

 

In addition, a Southern Yellow Pine (“SYP”) composite price, which we prepare and use, is presented below. Our purchases of this species comprised approximately 45% and 44% of total lumber purchases through the first nine months of 2019 and 2018, respectively.

Southern Yellow Pine

Average $/MBF

    

2019

    

2018

January

$

370

$

418

February

 

403

 

459

March

 

408

 

480

April

 

401

 

483

May

 

383

 

535

June

 

344

 

562

July

 

359

 

512

August

 

348

 

449

September

 

355

 

440

Third quarter average

$

354

$

467

Year-to-date average

$

375

$

482

Third quarter percentage change

(24.2)

%  

Year-to-date percentage change

(22.2)

%  

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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 42.6% and 51.5% of our sales in the first nine months of 2019 and 2018, 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.  We believe our sales of these products are at their highest relative level in our third and fourth quarter.
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.  We believe our sales of these products are at their highest relative level in our second quarter, primarily due to treated lumber sold to the retail market.

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 16% 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.

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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 2019 and seven during all of 2018. The annual historical sales attributable to acquisitions completed in the first nine months of 2019 and all of 2018 were approximately $37 million and $140 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 2019 or 2018 are not presented.

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

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 28,

    

September 29,

    

September 28,

    

September 29,

 

    

 

2019

 

2018

 

2019

 

2018

Net sales

 

100.0

%  

100.0

%  

100.0

%  

100.0

%

Cost of goods sold

 

83.9

 

86.9

 

84.5

 

87.0

Gross profit

 

16.1

 

13.1

 

15.5

 

13.0

Selling, general, and administrative expenses

 

9.9

 

8.5

 

9.8

 

8.6

Net gain on disposition and impairment of assets

 

0.1

 

(0.1)

 

 

(0.2)

Earnings from operations

 

6.1

 

4.7

 

5.7

 

4.6

Other expense, net

 

0.1

 

0.1

 

0.1

 

0.1

Earnings before income taxes

 

5.9

 

4.6

 

5.5

 

4.5

Income taxes

 

1.4

 

1.1

 

1.3

 

1.0

Net earnings

 

4.5

 

3.5

 

4.2

 

3.4

Less net earnings attributable to noncontrolling interest

 

(0.1)

 

(0.1)

 

(0.1)

 

(0.1)

Net earnings attributable to controlling interest

 

4.5

%  

3.4

%  

4.2

%  

3.4

%

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

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The following table presents, for the periods indicated, the components of our Consolidated Statements of Earnings as a percentage of net sales, adjusted to restate 2019 net sales and cost of goods sold at prior year lumber prices.  The restated sales amounts were calculated by applying the decrease in lumber prices in 2019 to 2018 sales levels.  By eliminating the “pass-through” impact of higher or lower lumber prices on net sales and cost of goods sold from year to year, we believe this provides an enhanced view of our change in profitability and costs as a percentage of sales.  The amount of the adjustment to 2019 net sales was also applied to cost of goods sold so that gross profit remains unchanged.

Adjusted for Lumber Market Change

Adjusted for Lumber Market Change

Three Months Ended

Nine Months Ended

September 28,

    

September 29,

 

    

September 28,

    

September 29,

    

2019

 

2018

2019

 

2018

 

Net sales

100.0

%  

100.0

%

100.0

%  

100.0

%  

Cost of goods sold

85.6

 

86.9

85.7

 

87.0

 

Gross profit

14.4

 

13.1

14.3

 

13.0

 

Selling, general, and administrative expenses

8.9

 

8.5

9.0

 

8.6

 

Net gain on disposition  and impairment of assets

0.1

 

(0.1)

 

(0.2)

 

Earnings from operations

5.4

 

4.7

5.2

 

4.6

 

Other expense, net

0.1

 

0.1

0.1

 

0.1

 

Earnings before income taxes

5.3

 

4.6

5.1

 

4.5

 

Income taxes

1.3

 

1.1

1.2

 

1.0

 

Net earnings

4.1

 

3.5

3.9

 

3.4

 

Less net earnings attributable to noncontrolling interest

(0.1)

 

(0.1)

 

(0.1)

 

Net earnings attributable to controlling interest

4.0

%  

3.4

%

3.8

%  

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 and non-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.

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Developing new products and expanding our value-added product offering for existing customers. New products are defined as products that are within a 4-year cycle (launch year plus 3 full fiscal years), generate sales of at least a $1 million per year and are still growing. New product sales and gross profits in the third quarter were up 7% and 28%, respectively. New product sales and gross profits for the year-to-date were up 12% and 25%, respectively. Our goal is to achieve annual new product sales of at least $525 million in 2019.

New Product Sales by Market

New Product Sales by Market

Three Months Ended

Nine Months Ended

    

September 28,

    

September 29,

    

%

    

September 28,

    

September 29,

    

%

Market Classification

2019

2018

Change

2019

2018

Change

Retail

$

97,022

88,949

 

9.1

%

$

295,962

$

258,171

14.6

%

Industrial

 

25,562

26,364

 

(3.0)

%

 

72,797

 

64,444

13.0

%

Construction

 

20,302

18,698

 

8.6

%

 

60,029

 

58,959

1.8

%

Total New Product Sales

 

142,886

134,011

 

6.6

%

 

428,788

 

381,574

12.4

%

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.

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 28,

September 29,

September 28,

September 29,

2019

2018

2019

2018

Value-Added

 

67.6

%  

62.1

%  

66.9

%  

61.2

%

Commodity-Based

 

32.4

%  

37.9

%  

33.1

%  

38.8

%

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 28,

    

September 29,

    

September 28,

    

September 29,

    

    

Market Classification

2019

2018

% Change

2019

2018

% Change

Retail

$

437,092

$

441,916

 

(1.1)

%

$

1,315,543

$

1,356,920

 

(3.0)

%

Industrial (1)

 

332,537

 

353,660

 

(6.0)

%

 

1,019,535

 

986,410

 

3.4

%

Construction (1)

 

414,401

 

438,115

 

(5.4)

%

 

1,145,064

 

1,222,395

 

(6.3)

%

Total Gross Sales

 

1,184,030

 

1,233,691

 

(4.0)

%

 

3,480,142

 

3,565,725

 

(2.4)

%

Sales Allowances

 

(21,004)

 

(20,989)

 

0.1

%

 

(62,173)

 

(64,726)

 

(3.9)

%

Total Net Sales

$

1,163,026

$

1,212,702

 

(4.1)

%

$

3,417,969

$

3,500,999

 

(2.4)

%

Note:  During 2019, certain customers were reclassified to a different market. Prior year information has been restated to reflect these changes.

(1)We reclassified idX from industrial to the construction market to better align idX's core business, design, manufacture, distribution and installation of customized interior fixtures for a variety of retail and commercial structures, with the commercial construction market.  The reclassification was recorded retrospectively.

Gross sales in the third quarter of 2019 decreased 4% compared to the same period of 2018, due to a 7% increase in unit sales, offset by an 11% decrease in selling prices primarily due to the Lumber Market.  Acquired operations contributed 1% to our unit sales growth, and our organic unit sales growth was 6%.

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Gross sales in the first nine months of 2019 decreased 2% compared to the same period of 2018, due to a 6% increase in unit sales, offset by an 8% decrease in selling prices primarily due to the Lumber Market.  Acquired operations contributed 2% to our unit sales growth, and our organic unit sales growth was 4%.

Changes in our gross sales by market are discussed below.

Retail:

Gross sales to the retail market decreased 1% in the third quarter of 2019 compared to the same period of 2018, due to a 10% increase in unit sales, offset by an 11% decrease in selling prices. Within this market, sales to our big box customers increased over 5%, and sales to other independent retailers decreased almost 10%.  Our organic unit growth was primarily due to an increase in new product sales, market share gains we achieved in our Deckorators product category and an increase in demand with one of our big box customers.

Gross sales to the retail market decreased 3% in the first nine months of 2019 compared to the same period of 2018, due to a 6% increase in organic unit sales, offset by a 9% decrease in selling prices. Within this market, sales to our big box customers increased over 3%, and sales to other independent retailers decreased over 12%.  Our organic unit growth was primarily due to the same reasons mentioned above.

Industrial:

Gross sales to the industrial market decreased 6% in the third quarter of 2019 compared to the same period of 2018, resulting from a 4% increase in unit sales, offset by a 10% decrease in selling prices. Businesses we acquired since the third quarter of 2018 contributed 2% to our growth in unit sales.  Our organic unit growth was primarily due to gaining $10 million of sales to new customers in 2019.  

Gross sales to the industrial market increased 3% in the first nine months of 2019 compared to the same period of 2018, resulting from an 8% increase in unit sales, offset by a 5% decrease in selling prices. Businesses we acquired since the third quarter of 2018 contributed 5% to our growth in unit sales.  Our organic growth in unit sales of 3% was primarily due to increasing our share of business with existing customers and adding new products and customers.

Construction:

Gross sales to the construction market decreased 5% in the third quarter of 2019 compared to 2018. The decrease was due to an 8% increase in unit sales, offset by a 13% decrease in our selling prices. Our increase in unit sales was driven by a 15% increase to commercial construction customers, a 6% increase to residential construction customers, and a 1% increase to manufactured housing customers.  

By comparison (and based upon various industry publications):

Production of HUD-code manufactured homes in July and August 2019, the most recent period reported, was down 1.0% compared to the same period of 2018.  
Housing starts increased by approximately 4.1% in the period from June through August 2019 (our sales trail housing starts by about a month) compared to the same period of 2018.  

Our growth in sales to commercial construction was primarily due to idX and adding 5 new customers in our Texas and Great Lakes regions.

Gross sales to the construction market decreased 6% in the first nine months of 2019 compared to 2018. The decrease was due to a 5% increase in unit sales, offset by an 11% decrease in our selling prices. Our increase in unit sales was driven by

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an 11% increase to commercial construction customers and a 6% increase to residential construction customers, offset by a 1% decrease to manufactured housing customers.  

COST OF GOODS SOLD AND GROSS PROFIT

Our gross margin increased to 16.1% from 13.1% comparing the third quarter of 2019 to the same period of 2018 due to:

The lower level of lumber prices (See “Impact of the Lumber Market on Our Operating Results”).
An improvement in our sales mix of value-added products.
The impact of lower lumber costs on products we sell with fixed selling prices.
A more favorable lumber trend in lumber prices in 2019 which resulted in a higher profit per unit on products sold with variable price.

Our $28.6 million, or 18.0%, increase in gross profit dollars compares favorably to our 7% increase in unit sales during the same period due to the factors above.  In addition, acquired operations contributed $2.2 million of gross profit in the third quarter of 2019.  Excluding acquisitions, our gross profits increased by $26 million, or 16.3%, over the same period and was comprised of the following changes by market:

Retail increased by approximately $13 million.
Industrial increased by approximately $9 million.  
Construction declined by approximately $2 million.
The remaining $6 million increase was due to a variety of factors including favorable labor and overhead cost variances in certain areas of our business.

Our gross margin increased to 15.5% from 13.0% comparing the first nine months of 2019 to the same period of 2018 due to the same factors discussed above along with atypical buying opportunities when lumber prices were low in the fourth quarter of 2018, which benefitted our gross profits in Q1 and Q2.  Our $73 million, or 16.0%, increase in gross profit dollars compares favorably to our 6% increase in unit sales during the same period due to the factors above.  In addition, acquired operations contributed $9.5 million of gross profit in the first nine months of 2019.  Excluding acquisitions, our gross profits increased by $64 million, or 14%, over the same period last year was comprised of the following changes by market:

Retail increased by approximately $23 million.
Industrial increased by approximately $24 million.  
Construction increased by approximately $10 million.
The remaining $7 million increase was due to a variety of factors including favorable labor and overhead cost variances in certain areas of our business.

Due to several factors, including the variety of species we buy, the variety and number of products we sell, and pricing methodologies, estimating the impact of market-favorable lumber buying, that occurred in the fourth quarter of 2018, on our gross profits is difficult.  Nevertheless, we estimate this contributed approximately $6 million to $7 million in additional gross profits in 2019.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (“SG&A”) expenses increased by approximately $13.7 million, or 13.4%, in the third quarter of 2019 compared to the same period of 2018, while we reported a 7% increase in unit sales. Accrued bonus expense, which varies with our overall profitability and return on investment, totaled $22.6 million in the third quarter of 2019 compared to $14.3 million in 2018.  Acquired operations since the third quarter of 2018 contributed approximately $1.4 million to our year over year increase in SG&A.  The remaining increase was primarily due to sales incentives, marketing costs, and increases in wages, benefits, and payroll taxes associated with headcount and rate increases.

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Selling, general and administrative (“SG&A”) expenses increased by approximately $33.9 million, or 11.3%, in the first nine months of 2019 compared to the same period of 2018, while we reported a 6% increase in unit sales. Accrued bonus expense, which varies with our overall profitability and return on investment, totaled $53.3 million in the first nine months of 2019 compared to $37.9 million in 2018.  Acquired operations since the third quarter of 2018 contributed approximately $5.8 million to our year over year increase in SG&A.  The remaining increase was primarily due to an increase in wages and benefits costs associated with headcount and rate increases, sales incentives, medical costs, and marketing expenses.

INTEREST, NET

Interest expense was flat in the third quarter and higher in the first nine months of 2019 compared to the same periods of 2018.  Our year to date interest rate increased as a result of a long-term debt issuance that we completed in June 2018 and used the proceeds to pay down our revolving credit facility.  The impact of a higher overall rate was offset by lower debt levels in 2019.

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 23.8% in the third quarter of 2019 compared to 23.9% for same period in 2018.  Our effective tax rate was 24.0% in the first nine months of 2019 compared to 23.1% for the same period in 2018.  The increase was primarily due to recording certain discrete tax benefits in 2018 related to state income tax and stock-based compensation deduction, which lowered the effective tax rate last year, and additional non-deductible compensation in 2019.

SEGMENT REPORTING

Net Sales

Earnings from Operations

Three Months Ended

Three Months Ended

    

September 28,

    

September 29,

    

$

    

%

    

  

September 28,

    

September 29,

    

$

    

%

(in thousands)

2019

2018

    Change    

Change

2019

2018

    Change    

Change

North

$

352,642

$

341,334

$

11,308

3.3

%

$

22,914

$

12,061

$

10,853

90.0

%

South

 

227,896

 

270,077

 

(42,181)

(15.6)

%

 

12,968

 

8,304

 

4,664

56.2

%

West

 

413,183

 

434,123

 

(20,940)

(4.8)

%

 

28,949

 

21,404

 

7,545

35.3

%

All Other

 

169,305

 

167,168

 

2,137

1.3

%

 

(505)

 

5,171

 

(5,676)

(109.8)

%

Corporate

 

 

 

 

6,141

 

10,051

 

(3,910)

(38.9)

%

Total

$

1,163,026

$

1,212,702

$

(49,676)

(4.1)

%  

$

70,467

$

56,991

$

13,476

23.6

%

Net Sales

Earnings from Operations

Nine Months Ended

Nine Months Ended

    

September 28,

    

September 29,

    

$

    

%

    

  

September 28,

    

September 29,

    

$

    

%

 

(in thousands)

2019

2018

    Change    

Change

2019

2018

    Change    

Change

North

$

1,011,217

$

1,002,341

$

8,876

0.9

%

$

63,105

$

36,680

$

26,425

72.0

%

South

 

730,939

 

803,417

 

(72,478)

(9.0)

%

 

42,710

 

39,489

 

3,221

8.2

%

West

 

1,194,553

 

1,253,416

 

(58,863)

(4.7)

%

 

77,626

 

65,923

 

11,703

17.8

%

All Other

 

481,260

 

441,825

 

39,435

8.9

%

 

(421)

 

5,894

 

(6,315)

(107.1)

%

Corporate

 

 

 

 

10,130

 

13,839

 

(3,709)

(26.8)

%

Total

$

3,417,969

$

3,500,999

$

(83,030)

(2.4)

%  

$

193,150

$

161,825

$

31,325

19.4

%

(1)Corporate primarily represents over (under) allocated administrative costs.

During the third quarter and the first nine months of 2019, management retrospectively reallocated the related bonus expense from Corporate to their respective segment to better assess the reporting unit’s productivity.

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North

Net Sales

Net Sales

North Segment by Market

North Segment by Market

Three Months Ended

Nine Months Ended

(in thousands)

    

September 28,

    

September 29,

    

    

September 28,

    

September 29,

    

Market Classification

2019

2018

% Change

2019

2018

% Change

Retail

$

162,170

$

152,538

 

6.3

%

$

448,055

$

439,432

 

2.0

%

Industrial

 

60,278

 

53,281

 

13.1

%

 

187,234

 

161,267

 

16.1

%

Construction

 

138,015

 

143,666

 

(3.9)

%

 

397,315

 

423,728

 

(6.2)

%

Total Gross Sales

 

360,463

 

349,485

 

3.1

%

 

1,032,604

 

1,024,427

 

0.8

%

Sales Allowances

 

(7,821)

 

(8,151)

 

(4.0)

%

 

(21,387)

 

(22,086)

 

(3.2)

%

Total Net Sales

$

352,642

$

341,334

 

3.3

%

$

1,011,217

$

1,002,341

 

0.9

%

Note:  During 2019, certain customers were reclassified to a different market. Prior year information has been restated to reflect these changes.

The increase in sales to the industrial market was primarily due to acquired operations, which contributed $6.0 million to sales. The increase to the retail market was primarily due to an increase in demand with one of our big box customers. The decrease to the construction market was due to a combination of market growth and market share gains, offset by lower lumber prices.  

Earnings from operations for the North reportable segment increased in the third quarter of 2019 by $10.9 million, or 90.0%, due to a $14.4 million increase in gross profits, offset by a $3.5 million increase in SG&A expenses compared to last year.  Gross profits were higher due to increases of $4.8 million, $4.2 million, and $3.5 million within the retail, industrial, and construction markets, respectively, and due to the same factors discussed above.  

In spite of lower lumber prices, net sales attributable to the North reportable segment increased in the first nine months of 2019 compared to 2018 primarily due to an increase in unit sales to existing retail customers and acquired operations, which contributed $15 million in sales to the industrial market. The decrease to the construction market was due to market growth and market share gains, offset by lower lumber prices.

Earnings from operations for the North reportable segment increased in the first nine months of 2019 by $26.4 million, or 72.0%, due to a $33.8 million increase in gross profits, offset by a $7.4 million increase in SG&A expenses compared to last year.  Gross profits were higher due to increases of $10.2 million, $11.1 million, and $12.5 million within the retail, industrial, and construction markets, respectively, and was due to the same factors discussed above.

South

Net Sales

Net Sales

South Segment by Market

South Segment by Market

Three Months Ended

Nine Months Ended

(in thousands)

    

September 28,

    

September 29,

    

    

September 28,

    

September 29,

    

 

Market Classification

2019

2018

% Change

2019

2018

% Change

Retail

$

97,104

$

109,212

 

(11.1)

%  

$

309,888

$

355,271

 

(12.8)

%

Industrial

 

90,291

 

111,564

 

(19.1)

%  

 

301,389

 

295,106

 

2.1

%

Construction

 

45,251

 

54,337

 

(16.7)

%  

 

134,698

 

168,964

 

(20.3)

%

Total Gross Sales

 

232,646

 

275,113

 

(15.4)

%  

 

745,975

 

819,341

 

(9.0)

%

Sales Allowances

 

(4,750)

 

(5,036)

 

(5.7)

%  

 

(15,036)

 

(15,924)

 

(5.6)

%

Total Net Sales

$

227,896

$

270,077

 

(15.6)

%  

$

730,939

$

803,417

 

(9.0)

%

Note:  During 2019, certain customers were reclassified to a different market. Prior year information has been restated to reflect these changes.

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UNIVERSAL FOREST PRODUCTS, INC.

Net sales attributable to the South reportable segment decreased in the third quarter of 2019 compared to 2018 primarily due to the impact of a lower lumber market.  In addition, sales to our manufactured housing customers in the Southeast and East Central regions decreased in certain commodity product categories.  

Earnings from operations for the South reportable segment increased in the third quarter of 2019 by $4.7 million, or 56.2%, due to a $6.7 million increase in gross profits, offset by a $2.0 million increase in SG&A expenses compared to last year.  Gross profits were higher due to increases of $3.5 million, $3.2 million, and $1 million within the retail, industrial and construction markets, respectively.  

Net sales attributable to the South reportable segment decreased in the first nine months of 2019 compared to 2018 primarily due to a lower lumber market, offset by acquired operations which contributed $37.0 million in sales to the industrial market.  In addition, sales to our manufactured housing customers in the Southeast and East Central regions declined in certain commodity product categories.  

Earnings from operations for the South reportable segment increased in the first nine months of 2019 compared to the same period of 2018.  Excluding the impact of the gain on the sale of our Medley, FL, plant in 2018, earnings from operations increased $10.2 million due to an increase of $17.8 million in gross profits offset by an increase in SG&A expenses of $7.6 million compared to the same period of 2018.  Gross profits were higher due to increases of $3.4 million, $12.0 million, and $2.7 million within the retail, industrial, and construction markets, respectively, and due to the same factors discussed above.  Acquired operations contributed $1.6 million to our earnings from operations during the first nine months of 2019.  

West

Net Sales

Net Sales

 

West Segment by Market

West Segment by Market

 

Three Months Ended

Nine Months Ended

 

(in thousands)

    

September 28,

    

September 29,

    

    

September 28,

    

September 29,

    

 

Market Classification

2019

2018

% Change

2019

2018

% Change

 

Retail

$

127,431

$

125,534

 

1.5

%  

$

371,666

$

391,713

 

(5.1)

%  

Industrial

 

144,935

 

151,771

 

(4.5)

%  

 

427,081

 

432,671

 

(1.3)

%  

Construction

 

147,011

 

162,981

 

(9.8)

%  

 

413,765

 

447,463

 

(7.5)

%  

Total Gross Sales

 

419,377

 

440,286

 

(4.7)

%  

 

1,212,512

 

1,271,847

 

(4.7)

%  

Sales Allowances

 

(6,194)

 

(6,163)

 

0.5

%  

 

(17,959)

 

(18,431)

 

(2.6)

%  

Total Net Sales

$

413,183

$

434,123

 

(4.8)

%  

$

1,194,553

$

1,253,416

 

(4.7)

%  

Note: During 2019, 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 decreased in the third quarter of 2019 compared to 2018 primarily due to the impact of a lower lumber market, offset by increases in unit sales to the retail and industrial markets.  

Earnings from operations for the West reportable segment increased in the third quarter of 2019 by $7.5 million, or 35.3%, compared to the same period in 2018 due to a $11.4 million increase in gross profit, offset by a $3.9 million increase in SG&A expenses.  Gross profits were higher due to increases of $4.0 million and $5.9 million in the retail and industrial markets, respectively, offset by a $0.5 million decrease in our construction market, as well as the same factors discussed above.

Net sales attributable to the West reportable segment decreased in the first nine months of 2019 compared to 2018 primarily due to the lower lumber market, offset by increases in unit sales to the retail and industrial markets.  

Earnings from operations for the West reportable segment increased in the first nine months of 2019 by $11.7 million, or 17.8%, compared to the same period in 2018 due to a $19.5 million increase in gross profit, offset by a $7.8 million

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UNIVERSAL FOREST PRODUCTS, INC.

increase in SG&A expenses.  Gross profits were higher due to increases of $2.1 million, $13.8 million, and $1.3 million within the retail, industrial and construction markets, respectively, and due to the same factors discussed above.

All Other

Net Sales

Net Sales

 

All Other Segment by Market

All Other Segment by Market

 

Three Months Ended

Nine Months Ended

 

(in thousands)

    

September 28,

    

September 29,

    

    

September 28,

    

September 29,

    

 

    

Market Classification

2019

2018

% Change

2019

2018

% Change

 

Retail

$

50,386

$

54,631

 

(7.8)

%

$

185,934

$

170,505

 

9.0

%

Industrial (1)

 

37,033

 

37,045

 

(0.0)

%

 

103,831

 

97,367

 

6.6

%

Construction (1)

 

84,124

 

77,130

9.1

%

 

199,362

 

182,240

 

9.4

%

Total Gross Sales

 

171,543

 

168,806

 

1.6

%

 

489,127

 

450,112

 

8.7

%

Sales Allowances & Other

 

(2,238)

 

(1,638)

 

36.6

%

 

(7,867)

 

(8,287)

 

(5.1)

%

Total Net Sales

$

169,305

$

167,168

 

1.3

%

$

481,260

$

441,825

 

8.9

%

Note:  During 2019, certain customers were reclassified to a different market. Prior year information has been restated to reflect these changes.

(1)We reclassified idX from industrial to the construction market to better align idX's core business, design, manufacture, distribution and installation of customized interior fixtures for a variety of retail and commercial structures, with the commercial construction market.  The reclassification was recorded retrospectively.

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

Net sales attributable to All Other reportable segments increased in the third quarter of 2019 compared to 2018 primarily due to our sales to the construction market which increased primarily due to our idX business unit.

Earnings from operations for All Other reportable segments decreased during the third quarter of 2019 by $5.7 million primarily due to losses realized in our construction market within our idX business unit.

Net sales attributable to All Other reportable segments increased in the first nine months of 2019 compared to 2018 due to increases in sales to all our markets.  The increase in sales to the retail market was primarily due to a $50.3 million increase to one of our big-box customers within our Alternative Materials segment, offset by decreases in sales to certain independent retailers.  Our sales to the construction market increased primarily due to our idX business unit.

Earnings from operations for All Other reportable segments decreased during the first nine months of 2019 by $6.3 million primarily due to losses realized in our construction market within our idX business unit and expenses associated with an advertising campaign launched in 2019 for our Deckorators brand within our Alternative Materials segment.

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UNIVERSAL FOREST PRODUCTS, INC.

OFF-BALANCE SHEET TRANSACTIONS

We have no significant off-balance sheet transactions.

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 28,

    

September 29,

2019

2018

Cash provided by (used in) operating activities

$

198,080

$

60,101

Cash used in investing activities

 

(105,985)

 

(85,615)

Cash (used in) provided by financing activities

 

(55,223)

 

23,802

Effect of exchange rate changes on cash

 

157

 

247

Net change in all cash and cash equivalents

 

37,029

 

(1,465)

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

 

28,198

 

28,816

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

$

65,227

$

27,351

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 September. Consequently, our working capital increases during our first and second quarters which typically results 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 52 days from 51 days during the third quarter of 2019 compared to the prior periods.

Three Months Ended

Nine Months Ended

September 28,

September 29,

September 28,

September 29,

2019

2018

2019

2018

Days of sales outstanding

    

33

    

32

    

33

    

32

    

Days supply of inventory

 

40

 

39

 

44

 

41

Days payables outstanding

 

(21)

 

(20)

 

(21)

 

(21)

Days in cash cycle

 

52

 

51

 

56

 

52

The increase in days supply of inventory for the first nine months was primarily due to opportunistic buying when lumber prices were low during the fourth quarter of 2018 to improve 2019 gross profits and higher levels of “safety stock” we carried to address transportation challenges and ensure timely deliveries to our customers.

In the first nine months of 2019, our cash provided by operating activities was $198.1 million, which was comprised of net earnings of $143.7 million, $51.3 million of non-cash expenses, and $3.1 million decrease in working capital since the

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UNIVERSAL FOREST PRODUCTS, INC.

end of December 2018.  Comparatively, in the first nine months of 2018, our cash provided by operating activities was $60.1 million, which was comprised of net earnings of $120.8 million and $39.9 million of non-cash expenses, offset by a $100.5 million seasonal increase in working capital since the end of December 2017.  Our investment in working capital declined in 2019 due to opportunistic inventory buying in the fourth quarter of 2018 of products sold in 2019, and lower lumber prices in 2019.

Acquisitions and purchases of property, plant, and equipment comprised most of our cash used in investing activities during the first nine months of 2019 and totaled $38.7 million and $66 million, respectively. Outstanding purchase commitments on existing capital projects totaled approximately $46.1 million on September 28, 2019. We currently plan to spend up to $100 million for the year on capital expenditures.  Notable areas of spending include projects to replace our capacity in South Florida resulting from the sale of our Medley facility last year, expand capacity and enhance the productivity of our Deckorators decking product line due to favorable demand trends and share gains we’ve achieved, as well as several projects to expand manufacturing capacity to serve industrial customers and achieve efficiencies through automation.  We intend to fund capital expenditures and purchase commitments through our operating cash flows for the balance of the year.  The sale and purchase of investments totaling $4.2 million and $6.5 million, respectively, are due to investment activity in our captive insurance subsidiary.  Comparatively, acquisitions and purchases of property, plant, and equipment during the first nine months of 2018 totaled $39.0 million and $74.5 million, respectively, and proceeds from the sale of our Medley, FL, plant provided approximately $36 million in net cash proceeds.  

Cash flows from financing activities primarily consisted of net repayments under our revolving credit facility of approximately $39.1 million.  Additionally, we paid a semi-annual dividend totaling $12.3 million or $0.20 per share.

On September 28, 2019, we had $3.3 million outstanding on our $375 million revolving credit facility, and we had approximately $361.9 million in remaining availability after considering $9.8 million in outstanding letters of credit. Additionally, we have $150 million in availability under an amended “shelf agreement” for long term debt with a current lender after considering the second quarter 2018 issuance of long-term Senior Notes. 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 28, 2019.

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 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 29, 2018.

On an ongoing basis, we evaluate long-lived assets for indicators of impairment.  Although there were no indicators for impairment for any of our reporting units, we continue to monitor the results of the idX reporting unit.  They have performed below expectations year-to-date through September; however, management believes the long-term projection for idX is still reasonable and attainable. While the risk of impairment exists, management does not feel an impairment is necessary. Should the Company’s future analysis indicate a significant change in any of the triggering events for this reporting unit, it could result in impairment of the carrying value of goodwill to its implied fair value. There can be no assurance that the Company’s future goodwill impairment testing will not result in a charge to earnings.

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UNIVERSAL FOREST PRODUCTS, INC.

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 entered into forward foreign exchange rate contracts in 2018, which have since expired, 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 28, 2019 (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 28, 2019, there were no changes in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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UNIVERSAL FOREST PRODUCTS, INC.

PART II. OTHER INFORMATION

Item 1A. Risk Factors.

None.

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

(a)None.
(b)None.
(c)Issuer purchases of equity securities.

Fiscal Month

    

(a)

    

(b)

    

(c)

    

(d)

June 30 - August 3, 2019

 

 

 

 

1,860,354

August 4 - August 31, 2019

 

 

 

1,860,354

September 1 - 28, 2019

 

 

 

1,860,354

(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, 2010, 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 1.9 million.

Item 5. Other Information.

None.

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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 formatted in iXBRL (Inline eXtensible Business Reporting Language).

(INS)

iXBRL Instance Document.

(SCH)

iXBRL Schema Document.

(CAL)

iXBRL Taxonomy Extension Calculation Linkbase Document.

(LAB)

iXBRL Taxonomy Extension Label Linkbase Document.

(PRE)

iXBRL Taxonomy Extension Presentation Linkbase Document.

(DEF)

iXBRL Taxonomy Extension Definition Linkbase Document.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

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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: October 30, 2019

By:

/s/ Matthew J. Missad

Matthew J. Missad,

Chief Executive Officer and Principal Executive Officer

Date: October 30, 2019

By:

/s/ Michael R. Cole

Michael R. Cole,

Chief Financial Officer,

Principal Financial Officer and

Principal Accounting Officer

36