Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-22684
UFP INDUSTRIES, 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 July 1, 2023
Common stock, $1 par value
61,865,006
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
PART I.
FINANCIAL INFORMATION.
Page No.
Item 1.
Financial Statements
3
Condensed Consolidated Balance Sheets at July 1, 2023, December 31, 2022 and June 25, 2022
Condensed Consolidated Statements of Earnings and Comprehensive Income for the Three and Six Months Ended July 1, 2023 and June 25, 2022
4
Condensed Consolidated Statements of Shareholders’ Equity for the Six Months Ended July 1, 2023 and June 25, 2022
5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 1, 2023 and June 25, 2022
7
Notes to Unaudited Condensed Consolidated Financial Statements
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
36
Item 4.
Controls and Procedures
37
PART II.
OTHER INFORMATION
Legal Proceedings – NONE
Item 1A.
Risk Factors - NONE
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults upon Senior Securities – NONE
Mine Safety Disclosures – NONE
Item 5.
Other Information
Item 6.
Exhibits
38
2
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share data)
July 1,
December 31,
June 25,
2023
2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
702,148
559,397
138,071
Restricted cash
761
226
729
Investments
38,459
36,013
35,475
Accounts receivable, net
802,300
617,604
1,046,543
Inventories:
Raw materials
334,300
398,798
490,923
Finished goods
486,887
574,429
615,379
Total inventories
821,187
973,227
1,106,302
Refundable income taxes
13,717
33,126
13,083
Other current assets
36,486
42,520
36,241
TOTAL CURRENT ASSETS
2,415,058
2,262,113
2,376,444
DEFERRED INCOME TAXES
4,187
3,750
3,568
RESTRICTED INVESTMENTS
22,756
19,898
19,885
RIGHT OF USE ASSETS
105,907
107,517
107,825
OTHER ASSETS
96,079
101,262
32,186
GOODWILL
336,495
337,320
320,532
INDEFINITE-LIVED INTANGIBLE ASSETS
7,330
7,339
7,350
OTHER INTANGIBLE ASSETS, NET
138,117
143,892
117,869
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment
1,447,482
1,379,968
1,286,037
Less accumulated depreciation and amortization
(729,468)
(690,986)
(660,873)
PROPERTY, PLANT AND EQUIPMENT, NET
718,014
688,982
625,164
TOTAL ASSETS
3,843,943
3,672,073
3,610,823
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Cash overdraft
—
11,926
Accounts payable
264,408
206,941
386,833
Accrued liabilities:
Compensation and benefits
183,910
296,120
252,723
Other
79,414
80,255
107,112
Current portion of lease liability
25,887
25,577
24,903
Current portion of long-term debt
2,385
2,942
40,496
TOTAL CURRENT LIABILITIES
556,004
611,835
823,993
LONG-TERM DEBT
274,821
275,154
276,315
LEASE LIABILITY
84,194
85,419
86,464
51,018
51,265
63,389
OTHER LIABILITIES
36,137
44,697
35,594
TOTAL LIABILITIES
1,002,174
1,068,370
1,285,755
TEMPORARY EQUITY:
Redeemable noncontrolling interest
6,772
6,880
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 160,000,000; issued and outstanding, 61,865,006, 61,618,193 and 61,622,527
61,865
61,618
61,623
Additional paid-in capital
335,494
294,029
275,061
Retained earnings
2,408,314
2,217,410
1,950,922
Accumulated other comprehensive loss
(2,290)
(9,075)
(7,458)
Total controlling interest shareholders’ equity
2,803,383
2,563,982
2,280,148
Noncontrolling interest
31,614
32,841
44,920
TOTAL SHAREHOLDERS’ EQUITY
2,834,997
2,596,823
2,325,068
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY
See notes to consolidated condensed financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
AND COMPREHENSIVE INCOME
(in thousands, except per share data)
Three Months Ended
Six Months Ended
NET SALES
2,043,918
2,900,874
3,866,394
5,390,187
COST OF GOODS SOLD
1,643,851
2,397,422
3,107,998
4,408,372
GROSS PROFIT
400,067
503,452
758,396
981,815
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
204,703
214,538
399,386
434,688
OTHER LOSSES (GAINS), NET
1,867
3,348
3,805
2,536
EARNINGS FROM OPERATIONS
193,497
285,566
355,205
544,591
INTEREST EXPENSE
3,275
3,395
6,393
6,697
INTEREST AND INVESTMENT (INCOME) LOSS
(7,717)
4,154
(14,264)
5,247
EQUITY IN LOSS OF INVESTEE
417
1,017
1,005
1,532
(4,025)
8,566
(6,866)
13,476
EARNINGS BEFORE INCOME TAXES
197,522
277,000
362,071
531,115
INCOME TAXES
46,734
69,147
85,705
130,131
NET EARNINGS
150,788
207,853
276,366
400,984
NET (EARNINGS) LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST
(27)
(4,735)
464
(8,163)
NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST
150,761
203,118
276,830
392,821
EARNINGS PER SHARE – BASIC
2.40
3.24
4.41
6.25
EARNINGS PER SHARE – DILUTED
2.36
3.23
4.35
6.22
OTHER COMPREHENSIVE INCOME:
OTHER COMPREHENSIVE INCOME (LOSS)
4,478
(4,383)
10,730
(1,199)
COMPREHENSIVE INCOME
155,266
203,470
287,096
399,785
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
(1,721)
(4,640)
(3,481)
(9,017)
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST
153,545
198,830
283,615
390,768
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except share and per share data)
Controlling Interest Shareholders’ Equity
Accumulated
Additional
Common
Paid-In
Retained
Comprehensive
Noncontrolling
Temporary
Stock
Capital
Earnings
Interest (NCI)
Total
Equity
Balance on December 31, 2022
Net earnings (loss)
126,069
(313)
125,756
(178)
Foreign currency translation adjustment
3,850
2,195
6,045
56
Unrealized gain on debt securities
151
Distributions to NCI
(4,859)
43
Cash dividends - $0.25 per share - quarterly
(15,642)
Issuance of 10,140 shares under employee stock purchase plan
10
675
685
Issuance of 824,669 shares under stock grant programs
825
14,356
6
15,187
Issuance of 93,165 shares under deferred compensation plans
93
(93)
Repurchase of 450,597 shares
(450)
(34,818)
(35,268)
Expense associated with share-based compensation arrangements
9,598
Accrued expense under deferred compensation plans
7,165
Balance on April 1, 2023
62,096
325,730
2,293,025
(5,074)
29,864
2,705,641
6,801
150,817
(29)
2,983
1,694
4,677
(199)
(427)
(15,507)
Issuance of 9,253 shares under employee stock purchase plan
9
754
763
Net forfeitures of 1,503 shares under stock grant programs
(1)
35
34
Issuance of 11,686 shares under deferred compensation plans
12
(12)
Repurchase of 250,000 shares
(251)
(19,965)
(20,216)
8,201
1,213
Balance on July 1, 2023
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY, CONTINUED
Balance on December 25, 2021
61,902
243,995
1,678,121
(5,405)
37,956
2,016,569
Net earnings
189,703
3,428
193,131
2,930
949
3,879
Unrealized loss on debt securities
(695)
(2,053)
Cash dividends - $0.20 per share - quarterly
(12,541)
Issuance of 9,734 shares under employee stock purchase plan
653
663
Issuance of 787,045 shares under stock grant programs
787
8,959
9,746
Issuance of 79,973 shares under deferred compensation plans
80
(80)
Repurchase of 44,442 shares
(45)
(3,499)
(3,544)
6,883
6,134
Balance on March 26, 2022
62,734
266,544
1,851,784
(3,170)
40,280
2,218,172
4,735
(3,660)
(95)
(3,755)
(628)
(15,474)
Issuance of 13,875 shares under employee stock purchase plan
14
781
795
Issuance of 28,154 shares under stock grant programs
28
1,092
1,120
Issuance of 11,605 shares under deferred compensation plans
Repurchase of 1,165,268 shares
(1,165)
(88,506)
(89,671)
5,556
1,100
Balance on June 25, 2022
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation
52,786
44,034
Amortization of intangibles
10,371
8,740
Expense associated with share-based and grant compensation arrangements
17,875
12,542
Deferred income taxes
(319)
179
Unrealized (gain) loss on investments and other
(1,291)
6,181
Equity in loss of investee
Net (gain) loss on sale and disposition of assets
(182)
766
Changes in:
Accounts receivable
(183,717)
(304,715)
Inventories
154,413
(134,653)
Accounts payable and cash overdraft
56,899
56,120
Accrued liabilities and other
(63,142)
(1,313)
NET CASH FROM OPERATING ACTIVITIES
321,064
90,397
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of property, plant and equipment
(84,981)
(71,675)
Proceeds from sale of property, plant and equipment
789
2,029
Acquisitions, net of cash received and purchase of equity method investment
67
(39,343)
Purchases of investments
(14,747)
(15,166)
Proceeds from sale of investments
11,486
8,221
2,076
(2,829)
NET CASH USED IN INVESTING ACTIVITIES
(85,310)
(118,763)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Borrowings under revolving credit facilities
11,026
570,700
Repayments under revolving credit facilities
(11,869)
(571,075)
Repayments of debt
(2,485)
Contingent consideration payments and other
(6,179)
(2,553)
Proceeds from issuance of common stock
1,448
1,457
Dividends paid to shareholders
(31,149)
(28,015)
Distributions to noncontrolling interest
Repurchase of common stock
(55,484)
(90,805)
48
(184)
NET CASH USED IN FINANCING ACTIVITIES
(97,047)
(125,013)
Effect of exchange rate changes on cash
4,579
956
NET CHANGE IN CASH AND CASH EQUIVALENTS
143,286
(152,423)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR
559,623
291,223
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD
702,909
138,800
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents, beginning of period
286,662
Restricted cash, beginning of period
4,561
Cash, cash equivalents, and restricted cash, beginning of period
Cash and cash equivalents, end of period
Restricted cash, end of period
Cash, cash equivalents, and restricted cash, end of period
SUPPLEMENTAL INFORMATION:
Interest paid
6,345
7,008
Income taxes paid
66,329
138,420
NON-CASH INVESTING ACTIVITIES
Capital expenditures included in accounts payable
1,915
2,856
NON-CASH FINANCING ACTIVITIES:
Common stock issued under deferred compensation plans
8,929
7,563
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 the information and footnotes normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America. All significant intercompany balances and transactions have been eliminated in consolidation.
We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary. The primary beneficiary of a VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The primary beneficiary is required to consolidate the VIE. We account for unconsolidated VIEs using the equity method of accounting.
In our opinion, the Financial Statements contain all material adjustments necessary to present fairly our consolidated financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. These Financial Statements should be read in conjunction with the annual consolidated financial statements, and footnotes thereto, included in our Annual Report to Shareholders on Form 10-K for the fiscal year ended December 31, 2022.
Seasonality has a significant impact on our working capital from March to August, which historically results in negative or modest cash flows from operations in our first and second quarters. Conversely, we experience a substantial decrease in working capital from September to February which typically results in significant cash flow from operations in our third and fourth quarters. For comparative purposes, we have included the June 25, 2022 balances in the accompanying unaudited condensed consolidated balance sheets.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires that an acquirer recognize and measure contract assets and contract liabilities in a business combination in accordance with Topic 606. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and is being applied prospectively to all business combinations occurring after this date.
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 (in thousands):
July 1, 2023
June 25, 2022
Quoted
Prices with
Prices in
Active
Observable
Unobservable
Markets
Inputs
(Level 1)
(Level 2)
(Level 3)
Money market funds
431,829
4,434
436,263
19
4,170
4,189
Fixed income funds
3,791
18,195
21,986
2,684
16,654
19,338
Treasury securities
343
342
Equity securities
17,224
17,249
Alternative investments
4,076
4,079
Mutual funds:
Domestic stock funds
10,781
12,723
International stock funds
1,135
1,378
Target funds
21
Bond funds
5,288
134
Alternative funds
474
510
Total mutual funds
17,686
14,766
470,873
22,629
497,578
35,060
20,824
59,963
From the assets measured at fair value as of July 1, 2023, listed in the table above, $435.8 million of money market funds are held in Cash and Cash Equivalents, $38.5 million of mutual funds, equity securities, and alternative investments are held in Investments, $0.5 million of money market and mutual funds are held in Other Assets for our deferred compensation plan, and $22.3 million of fixed income funds and $0.5 million of money market funds are held in Restricted Investments. As of June 25, 2022, $35.5 million of mutual funds, equity securities, and alternative investments were held in Investments, $4.0 million of money market funds were held in Cash and Cash Equivalents, $0.6 million of money market and mutual funds were held in Other Assets for our deferred compensation plan, and $19.7 million of fixed income funds and $0.2 million of money market funds were held in Restricted Investments.
We maintain money market, mutual funds, bonds, and/or equity securities in our non-qualified deferred compensation plan, our wholly owned licensed captive insurance company, and assets held in financial institutions. These funds are valued at prices quoted in an active exchange market and are included in “Cash and Cash Equivalents”, “Investments”, “Other Assets”, and “Restricted Investments”. We have elected not to apply the fair value option under ASC 825, Financial Instruments, to any of our financial instruments except for those expressly required by U.S. GAAP.
In accordance with our investment policy, our wholly-owned captive, Ardellis Insurance Ltd. (“Ardellis”), maintains an investment portfolio, totaling $60.8 million and $55.2 million as of July 1, 2023 and June 25, 2022, respectively, which has been included in the aforementioned table of total investments. This portfolio consists of domestic and international equity securities, alternative investments, and fixed income bonds.
Ardellis’ available for sale investment portfolio, including funds held with the State of Michigan, consists of the following (in thousands):
Unrealized
Cost
Gain (Loss)
Fair Value
Fixed income
24,080
(2,094)
20,875
(1,537)
14,834
2,390
15,668
1,581
Mutual funds
15,563
1,596
17,159
13,405
742
14,147
3,158
918
3,053
1,026
57,978
2,810
60,788
53,343
1,812
55,155
Our fixed income investments consist of a blend of US Government and Agency bonds and investment grade corporate bonds with varying maturities. Our equity investments consist of small, mid, and large cap growth and value funds, as well as international equity. Our mutual fund investments consist of domestic and international stock. Our alternative investments consist of a private real estate income trust which is valued as a Level 3 asset. The net pre-tax unrealized gain of the portfolio was $2.8 million and $1.8 million as of July 1, 2023 and June 25, 2022, respectively. Carrying amounts above are recorded in the investments and restricted investments line items within the balance sheet as of July 1, 2023 and June 25, 2022.
C. REVENUE RECOGNITION
Within the three primary segments, UFP Retail Solutions (“Retail”), UFP Packaging (“Packaging” and formerly known as UFP Industrial) and UFP Construction (“Construction”), that the Company operates, there are a variety of written agreements governing the sale of our products and services. The transaction price is stated at the purchase order level, which includes shipping and/or freight costs and any applicable governmental authority taxes. The majority of our contracts have a single performance obligation concentrated around the delivery of goods to the carrier, Free On Board (FOB) shipping point. Therefore, revenue is recognized when this performance obligation is satisfied. Generally, title and control passes at the time of shipment. In certain circumstances, the customer takes title when the shipment arrives at the destination. However, our shipping process is typically completed the same day.
Certain customer products that we provide require installation by the Company or a third party. Installation revenue is recognized upon completion. If we use a third party for installation, the party will act as an agent to us until completion of the installation. Installation revenue represents an immaterial share of our total net sales.
We utilize rebates, credits, discounts and/or cash-based incentives with certain customers which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We believe that there will not be significant changes to our estimates of variable consideration. The allocation of these costs are applied at the invoice level and recognized in conjunction with revenue. Additionally, returns and refunds are estimated on a historical and expected basis which is a reduction of revenue recognized.
Earnings on construction contracts are reflected in operations using over time accounting, under either cost to cost or units of delivery methods, depending on the nature of the business at individual operations, which is in accordance with ASC 606 as revenue is recognized when certain performance obligations are performed. Under over time accounting using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred relative to the total estimated costs. Under over time accounting using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced relative to the total number of units. Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for such revisions becomes known. Projected losses on individual contracts are charged to operations in their entirety when such losses become apparent.
Our construction contracts are generally entered into with a fixed price, and completion of the projects can range from 6 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 net sales disaggregated by revenue source (in thousands):
% Change
Point in Time Revenue
2,006,319
2,850,409
(29.6)%
3,790,775
5,300,690
(28.5)%
Over Time Revenue
37,599
50,465
(25.5)%
75,619
89,497
(15.5)%
Total Net Sales
(29.5)%
(28.3)%
The Construction segment comprises the construction contract revenue shown above. Construction contract revenue is primarily made up of site-built and framing customers.
The following table presents the balances of over time accounting accounts which are included in “Other current assets” and “Accrued liabilities: Other”, respectively (in thousands):
Cost and Earnings in Excess of Billings
3,266
6,798
6,413
Billings in Excess of Cost and Earnings
12,914
10,184
10,046
11
D. EARNINGS PER SHARE
The computation of earnings per share (“EPS”) is as follows (in thousands):
Numerator:
Net earnings attributable to controlling interest
Adjustment for earnings allocated to non-vested restricted common stock equivalents
(7,588)
(8,270)
(13,096)
(15,045)
Net earnings for calculating EPS
143,173
194,848
263,734
377,776
Denominator:
Weighted average shares outstanding
62,786
62,766
62,756
62,889
Adjustment for non-vested restricted common stock equivalents
(3,160)
(2,555)
(2,969)
(2,409)
Shares for calculating basic EPS
59,626
60,211
59,787
60,480
Effect of dilutive restricted common stock equivalents
205
885
220
Shares for calculating diluted EPS
60,544
60,416
60,672
60,700
Net earnings per share:
Basic
Diluted
E. COMMITMENTS, CONTINGENCIES, AND GUARANTEES
We are self-insured for environmental impairment liability, including certain liabilities which are insured through a wholly owned subsidiary, Ardellis Insurance Ltd., a licensed captive insurance company.
In addition, on July 1, 2023, we were parties either as plaintiff or defendant to a number of lawsuits and claims arising through the normal course of our business. In the opinion of management, our consolidated financial statements will not be materially affected by the outcome of these contingencies and claims.
On July 1, 2023, we had outstanding purchase commitments on commenced capital projects of approximately $66.4 million.
We provide a variety of warranties for products we manufacture. Historically, warranty claims have not been material. We also distribute products manufactured by other companies. While we do not warrant these products, we have received claims as a distributor of these products when the manufacturer no longer exists or has the ability to pay. Historically, these costs have not had a material effect on our consolidated financial statements.
As part of our operations, we supply building materials and labor to site-built construction projects or we jointly bid on contracts with framing companies for such projects. In some instances, we are required to post payment and performance bonds to ensure the products and installation services are completed in accordance with our contractual obligations. We have agreed to indemnify the surety for claims properly made against these bonds. As of July 1, 2023, we had approximately $13.2 million in outstanding payment and performance bonds for open projects. We had approximately $13.0 million in payment and performance bonds outstanding for completed projects which are still under warranty.
On July 1, 2023, we had outstanding letters of credit totaling $54.1 million, primarily related to certain insurance contracts, industrial development revenue bonds, and other debt agreements described further below.
In lieu of cash deposits, we provide irrevocable letters of credit in favor of our insurers and other third parties to guarantee our performance under certain insurance contracts and other legal agreements. As of July 1, 2023, we have irrevocable letters of credit outstanding totaling approximately $50.8 million for these types of arrangements. We have reserves recorded on our balance sheet, in accrued liabilities, that reflect our expected future liabilities under those insurance arrangements.
We are required to provide irrevocable letters of credit in favor of the bond trustees for all industrial development revenue bonds that have been issued. These letters of credit guarantee principal and interest payments to the bondholders. We currently have irrevocable letters of credit outstanding totaling approximately $3.3 million related to our outstanding industrial development revenue bonds. These letters of credit have varying terms but may be renewed at the option of the issuing banks.
Certain wholly owned domestic subsidiaries have guaranteed the indebtedness of UFP Industries, Inc. in certain debt agreements, including the Series 2012, 2018 and 2020 Senior Notes and our revolving credit facility. The maximum exposure of these guarantees is limited to the indebtedness outstanding under these debt arrangements and this exposure will expire concurrent with the expiration of the debt agreements.
We did not enter into any new guarantee arrangements during the second quarter of 2023 which would require us to recognize a liability on our balance sheet.
F. BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS
We completed the following acquisitions since the end of the second quarter of 2022, which were accounted for using the purchase or equity method. Dollars below are in thousands unless otherwise noted:
Net
Company
Acquisition
Intangible
Tangible
Operating
Name
Date
Purchase Price
Assets
Segment
December 6, 2022
$70,942 cash paid for 100% asset purchase
48,745
22,197
Packaging
Titan Corrugated, Inc. (Titan) and All Boxed Up, LLC
Located in Flower Mound, TX and founded in 2003, Titan’s primary products include boxes used in moving and storage, jumbo boxes for industrial products, corrugated shipping containers, and point-of-purchase displays. All Boxed Up distributes common box sizes manufactured by Titan throughout the United States. The combined companies had trailing 12-month sales through October 2022 of approximately $46.5 million.
June 27, 2022
$69,791 cash paid for equity method investment
34,552
35,239
Dempsey Wood Products, Inc. (Dempsey)
Located in Orangeburg, South Carolina and founded in 1988, Dempsey is a sawmill which produces products such as kiln dried finished lumber, industrial lumber, green cut stock lumber, pine chips and shavings, landscaping mulch, and sawdust. The Company had sales of approximately $69 million in 2021.
The intangible assets for the above investments have not been finalized and allocated to their respective identifiable asset and goodwill accounts. In aggregate, investments completed since the end of the second quarter of 2022 and not consolidated with other operations contributed approximately $23.8 million in net sales and $1.0 million in operating profits during the first six months of 2023.
13
As a result of the investment in Dempsey on June 27, 2022, we own 50% of the issued equity of that entity, and the remaining 50% of the issued equity is owned by the previous owners (“Sellers”). The investment in Dempsey is an unconsolidated variable interest entity and we have accounted for it using the equity method of accounting because we do not have a controlling financial interest in the entity. Per the contracts, the Sellers have a put right to sell their equity interest to us for $50 million and we have a call right to purchase the Seller’s equity interest for $70 million, which are both first exercisable in June 2025 and expire in June 2030. As of July 1, 2023, the carrying value of our investment in Dempsey is $64.3 million and is recorded in Other Assets. Our maximum exposure to loss consists of our investment amount and any contingent loss that may occur in the future as a result of a change in the fair value of Dempsey relative to the strike price of the put option.
The business combinations mentioned above were not significant to our operating results individually or in aggregate, and thus pro forma results for 2023 and 2022 are not presented.
G. SEGMENT REPORTING
We operate manufacturing, treating and distribution facilities internationally, but primarily in the United States. Our business segments consist of UFP Retail Solutions, UFP Packaging (formerly known as UFP Industrial) and UFP Construction and align with the end markets we serve. This segment structure allows for a specialized and consistent sales approach among Company operations, efficient use of resources and capital, and quicker introduction of new products and services. We manage the operations of our individual locations primarily through a market-centered reporting structure under which each location is included in a business unit and business units are included in our Retail, Packaging, and Construction segments. In the case of locations that serve multiple segments, results are allocated and accounted for by segment.
The exception to this market-centered reporting and management structure is our International segment, which comprises our Mexico, Canada, Europe, India, and Australia operations and sales and buying offices in other parts of the world and our Ardellis segment, which represents our wholly owned fully licensed captive insurance company based in Bermuda. Our International and Ardellis segments do not meet the quantitative thresholds in order to be separately reported and accordingly, the International and Ardellis segments have been aggregated in the “All Other” segment for reporting purposes.
“Corporate” includes purchasing, transportation and administrative functions that serve our operating segments. Operating results of Corporate primarily consist of net sales to external customers initiated by UFP Purchasing and UFP Transportation and over (under) allocated costs. The operating results of UFP Real Estate, Inc., which owns and leases real estate, and UFP Transportation Ltd., which owns, leases and operates transportation equipment, are also included in the Corporate column. Inter-company lease and service charges are assessed to our operating segments for the use of these assets and services at fair market value rates. Total assets in the Corporate column include unallocated cash and cash equivalents, certain prepaid assets, certain property, equipment and other assets pertaining to the centralized activities of Corporate, UFP Real Estate, Inc., UFP Transportation, Inc., UFP Purchasing, Inc., and UFP RMS, LLC. The tables below are presented in thousands:
Three Months Ended July 1, 2023
Retail
Construction
All Other
Corporate
Net sales to outside customers
919,998
488,100
550,464
86,224
(868)
Intersegment net sales
198,518
20,976
23,554
75,480
(318,528)
Earnings from operations
60,180
56,864
61,959
6,817
7,677
Three Months Ended June 25, 2022
1,121,440
676,333
975,376
124,416
3,309
67,612
21,487
31,866
125,893
(246,858)
24,527
94,210
132,832
22,748
11,249
Six Months Ended July 1, 2023
1,669,575
974,661
1,066,057
153,736
2,365
421,843
41,026
49,390
152,967
(665,226)
101,236
111,596
116,207
10,851
15,315
Six Months Ended June 25, 2022
2,114,672
1,287,702
1,761,847
219,983
5,983
133,560
43,660
57,218
235,665
(470,103)
95,924
176,601
211,650
37,563
22,853
The following table presents goodwill by segment as of July 1, 2023, and December 31, 2022 (in thousands):
Balance as of December 31, 2022
84,640
148,909
87,670
16,101
2023 Purchase Accounting Adjustments
(979)
(67)
(1,046)
Foreign Exchange, Net
126
95
221
Balance as of July 1, 2023
83,661
148,842
87,796
16,196
The following table presents total assets by segment as of July 1, 2023, and December 31, 2022 (in thousands).
Total Assets by Segment
Segment Classification
992,463
889,417
11.6
%
838,495
885,878
(5.3)
698,632
712,837
(2.0)
295,865
308,688
(4.2)
1,018,488
875,253
16.4
Total Assets
4.7
H. INCOME TAXES
Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for foreign, state and local income taxes and permanent tax differences. Our effective tax rate was 23.7% in the second quarter of 2023 compared to 25.0% in the same period of 2022 and was 23.7% in the first six months of 2023 compared to 24.5% for the same period in 2022. The decrease in our overall effective tax rate was primarily due to an increase in our tax deduction from stock based compensation accounted for as a permanent difference.
15
I. COMMON STOCK
Below is a summary of common stock issuances for the first six months of 2023 and 2022 (in thousands, except average share price):
Share Issuance Activity
Common Stock
Average Share Price
Shares issued under the employee stock purchase plan
87.86
Shares issued under the employee stock gift program
1
86.88
Shares issued under the director retainer stock program
87.02
Shares issued under the bonus plan
756
86.14
Shares issued under the executive stock match plan
75
85.89
Forfeitures
(10)
Total shares issued under stock grant programs
824
86.12
Shares issued under the deferred compensation plans
105
85.16
During the first six months of 2023, we repurchased 700,597 shares of our common stock at an average share price of $79.20.
24
72.58
78.57
79.46
755
82.73
Shares issued under the executive stock grants plan
62
82.87
(6)
815
82.72
92
82.59
During the first six months of 2022, we repurchased approximately 1,210,000 shares of our common stock at an average share price of $77.06.
J. INVENTORIES
Inventories are stated at the lower of cost or net realizable value. The cost of inventories includes raw materials, direct labor, and manufacturing overhead and is determined using the weighted average cost method. Raw materials consist primarily of unfinished wood products and other materials expected to be manufactured or treated prior to sale, while finished goods represent various manufactured and treated wood products ready for sale.
16
We write down the value of inventory, the impact of which is reflected in cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income, if the cost of specific inventory items on hand exceeds the amount we expect to realize from the ultimate sale or disposal of the inventory. These estimates are based on management's judgment regarding future demand and market conditions and analysis of historical experience. The lower of cost or net realizable value adjustment to inventory as of July 1, 2023 and June 25, 2022 was $0.8 million and $9.3 million, respectively.
K. SUBSEQUENT EVENTS
On July 26, 2023, our board authorized the repurchase of up to $200 million worth of shares of outstanding stock through July 31, 2024. This share authorization supersedes and replaces our prior share repurchase authorizations.
17
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
UFP Industries, Inc. is a holding company with subsidiaries in North America, Europe, Asia, and Australia that design, manufacture, and supply products made from wood, wood and non-wood composites, and other materials to three segments: retail, packaging, and construction. Our business segments are functionally interdependent and are supported by common corporate services, such as accounting and finance, information technology, human resources, marketing, purchasing, transportation, legal and compliance, among others. We regularly invest in automation and implement best practices to improve the efficiency of our manufacturing facilities across each of the segments. The results and improvements from these investments are shared among the segments. This exchange of ideas drives faster innovation for new products, processes, and product improvements. While the majority of our facilities serve only one business segment, many of our larger facilities serve two or more segments.
We believe that our operating structure allows us to better evaluate market conditions and opportunities and more effectively allocate capital and resources to the appropriate segments and business units. Also, we believe our diversification and manner in which we operate our business provide an inherent hedge against the business cycles our end markets experience and over which we have limited control. Accordingly, we have the ability to provide more stable earnings and cash flows to our shareholders. Our diversification and operating practices also mitigate the impact that more volatile lumber market conditions have on traditional lumber companies. We are headquartered in Grand Rapids, Mich. For more information about UFP Industries, 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. We do 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 currency and inflation; fluctuations in the price of lumber; adverse economic conditions in the markets we serve; concentration of sales to customers; vertical integration strategies; excess capacity or supply chain challenges; our ability to make successful business acquisitions; government regulations, particularly involving environmental and safety regulations; adverse or unusual weather conditions; inbound and outbound transportation costs; alternatives to replace treated wood products; Cybersecurity breaches; tariffs on import and export sales; and potential pandemics. Certain of these risk factors as well as other risk factors and additional information are included in our reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission. We are pleased to present this overview of the second quarter of 2023.
OVERVIEW
Our results for the second quarter of 2023 include the following highlights:
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
January
386
1,112
February
437
1,225
March
411
1,321
April
420
1,051
May
400
948
June
398
670
Second quarter average
406
890
Year-to-date average
409
1,055
Second quarter percentage change
(54.4)
Year-to-date percentage change
(61.2)
In addition, a Southern Yellow Pine (“SYP”) composite price, which we prepare and use, is presented below. Our purchases of this species comprise almost two-thirds of our total lumber purchases.
Southern Yellow Pine
1,010
452
1,115
1,198
902
732
427
574
446
736
443
922
(39.4)
(52.0)
Lower overall lumber prices in 2023 compared to 2022 is primarily due to increased capacity and the supply of lumber in North America combined with an increase in imports from other countries while demand for lumber has declined. A change in lumber prices impacts our profitability of products sold with fixed and variable prices, as discussed below.
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 dollar sales levels (and working capital requirements) are impacted by the lumber costs of our products. Lumber costs were 39.0% and 54.8% of our sales in the first six months of 2023 and 2022, respectively. The decrease from the prior year ratio reflects the significant decrease in the Lumber Market as well as an improvement in our sales mix of value-added products and our value-based selling practices.
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). Additionally, as explained below, product categories can be priced differently. Some of our products have fixed selling prices, while our variably priced products have pricing 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.
20
For each of the product pricing categories above, our margins are exposed to changes in the trend of lumber prices. As a result of the balance in our net sales to each of our end markets we believe our gross profits are more stable than those of our competitors who are less diversified.
The greatest risk associated with changes in the trend of lumber prices is on the following products:
In addition to the impact of 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
Conversion cost
50
= Product cost
350
450
Adder
= Sell price
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 and operating margins are negatively impacted during periods of high lumber prices; conversely, we experience margin improvement when lumber prices are relatively low.
BUSINESS COMBINATIONS
We completed no business acquisitions during the first six months of fiscal 2023. We completed four in fiscal 2022. The annual historical sales attributable to acquisitions completed during the last six months of 2022 was approximately $116 million. These business combinations were not significant to our quarterly results individually or in aggregate and thus pro forma results for 2023 and 2022 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.
Net sales
100.0
Cost of goods sold
80.4
82.6
81.8
Gross profit
19.6
17.4
18.2
Selling, general, and administrative expenses
7.4
10.3
8.1
Other losses (gains), net
0.1
9.5
9.8
9.2
10.1
Other (income) expense, net
(0.2)
0.3
Earnings before income taxes
9.7
9.4
9.9
Income taxes
2.3
2.4
2.2
7.2
7.1
Less net earnings attributable to noncontrolling interest
7.0
7.3
Note: Actual percentages are calculated and may not sum to total due to rounding.
As a result of the impact of the level of lumber prices on the percentages displayed in the table above (see Impact of the Lumber Market on Our Operating Results), we believe it is useful to compare our change in units sold with our change in gross profits, selling, general, and administrative expenses, and operating profits as presented in the following table. The percentages displayed below represent the percentage change from the prior year comparable period.
Percentage Change
Units sold
(8.0)
3.0
(9.0)
6.0
(20.5)
19.5
(22.8)
38.7
(4.6)
16.3
(8.1)
29.9
(32.2)
20.5
(34.8)
45.4
The following table presents, for the periods indicated, our selling, general, and administrative (SG&A) costs as a percentage of gross profit. Given our strategies to enhance our capabilities and improve our value-added product offering, and recognizing the higher relative level of SG&A these strategies require, we believe this ratio provides an enhanced view of our effectiveness in managing these costs and mitigates the impact of changing lumber prices.
SG&A as percentage of gross profit
51.2%
42.6%
52.7%
44.3%
22
Operating Results by Segment:
Our business segments consist of UFP Retail Solutions (“Retail”), UFP Packaging (“Packaging” and formerly known as UFP Industrial) and UFP Construction (“Construction”), and align with the end markets we serve. Among other advantages, this structure allows for a more specialized and consistent sales approach, more efficient use of resources and capital, and quicker introduction of new products and services. We manage the operations of our individual locations primarily through a market-centered reporting structure under which each location is included in a business unit. Business units are allocated among our Retail, Packaging, and Construction segments. The exception to this market-centered reporting and management structure is our International segment, which comprises our Mexico, Canada, Europe, Asia, and Australia operations and sales and buying offices in other parts of the world. Our International segment and Ardellis (our insurance captive) are included in the “All Other” column of the table below. The “Corporate” column includes purchasing, transportation and administrative functions that serve our operating segments. Operating results of Corporate primarily consists of over (under) allocated costs. The operating results of UFP Real Estate, Inc., which owns and leases real estate, and UFP Transportation Ltd., which owns, leases, and operates transportation equipment, are also included in the Corporate column. Inter-company lease and services charges are assessed to our operating segments for the use of these assets and services at fair market value rates.
The following tables present our operating results, for the periods indicated, by segment (in thousands).
799,017
369,865
413,260
64,128
(2,419)
120,981
118,235
137,204
22,096
1,551
Selling, general, administrative expenses
60,855
61,377
74,083
13,943
(5,555)
(54)
1,162
1,336
(571)
1,048,260
514,216
748,060
83,336
3,549
2,397,421
73,180
162,117
227,316
41,080
(240)
503,453
48,387
67,235
94,638
16,356
(12,078)
266
672
(154)
1,976
589
3,349
23
1,454,156
735,528
807,194
112,004
(884)
215,419
239,133
258,863
41,732
3,249
114,210
127,629
141,421
27,465
(11,339)
Foreign currency exchange loss
(92)
1,235
3,416
(727)
1,907,155
976,031
1,373,119
147,360
4,707
207,517
311,671
388,728
72,623
1,276
111,055
134,466
176,975
32,981
(20,789)
538
604
103
2,079
(788)
The following tables present the components of our operating results, for the periods indicated, as a percentage of net sales by segment.
N/A
86.8
75.8
75.1
74.4
13.2
24.2
24.9
25.6
6.6
12.6
13.5
16.2
1.5
6.5
11.7
11.3
7.9
93.5
76.0
76.7
67.0
24.0
23.3
33.0
4.3
13.1
1.6
13.9
13.6
18.3
87.1
75.5
75.7
72.9
12.9
24.5
24.3
27.1
6.8
13.3
17.9
6.1
11.4
10.9
90.2
77.9
22.1
5.3
10.4
15.0
0.9
4.5
13.7
12.0
17.1
25
We design, manufacture and market wood and wood-alternative products, primarily used to enhance outdoor living environments; for national home centers and other retailers; for engineered wood components, structural lumber, and other products for factory-built and site-built residential and commercial construction; for customized interior fixtures used in a variety of retail stores, commercial, and other structures; and structural wood packaging, components and packing materials for various industries. Our strategic long-term sales objectives include:
in Sales
in Selling Prices
in Units
Acquisition Unit Change
Organic Unit Change
Second quarter 2023 versus Second quarter 2022
(29.5)
(21.5)
Year-to-date 2023 versus Year-to-date 2022
(28.3)
(19.3)
The following table presents, for the periods indicated, our percentage of value-added and commodity-based sales to total sales by our segments:
Value-Added
Commodity-Based
51.4
48.6
45.3
54.7
77.6
22.4
70.5
29.5
83.8
74.7
25.3
81.3
18.7
75.4
24.6
Total Sales
67.4
32.6
62.2
37.8
26
50.8
49.2
43.2
56.8
77.3
22.7
69.2
30.8
83.5
16.5
73.7
26.3
79.6
20.4
73.9
26.1
67.5
32.5
60.5
39.5
Note: Certain prior year product reclassifications and the change in designation of certain products as “value-added” resulted in a change in prior year’s sales.
Our overall unit sales of value-added products decreased approximately 11% in the second quarter and first six months of 2023 compared to 2022. Our overall unit sales of commodity-based products decreased approximately 10% in the second quarter and approximately 7% in the first six months of 2023 compared to the same period last year.
27
The table below presents new product sales in thousands:
New Product Sales by Segment
% of Segment
Net Sales
84,515
89,349
8.0
(5.4)
72,844
14.9
71,414
10.6
2.0
26,698
4.9
40,777
4.2
(34.5)
All Other and Corporate
169
0.2
625
0.5
(73.0)
Total New Product Sales
184,226
9.0
202,165
(8.9)
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.
152,699
9.1
167,997
(9.1)
144,789
137,989
10.7
54,626
5.1
77,274
4.4
(29.3)
603
0.4
1,392
0.6
(56.7)
352,717
384,652
(8.3)
Retail Segment
Net sales in the second quarter of 2023 decreased by 18% compared to the same period of 2022 due to a decline in selling prices. Our selling prices of variable-priced products declined due to lower lumber prices. The selling prices of these products are indexed to the lumber market at the time they are shipped. Additionally, our unit sales to big box customers, which we believe are more closely correlated with repair and remodel activity, increased approximately 5%, while unit sales to independent retailers, which we believe are more closely correlated to new housing starts, decreased approximately 20%.
Gross profits increased by $47.8 million, or 65.3% to $121.0 million for the second quarter of 2023 compared to the same period last year. The increase in gross profit was attributable to the following:
SG&A increased by approximately $12.5 million, or 25.8%, in the second quarter of 2023 compared to the same period of 2022. Accrued bonus expense, which varies with the overall profitability of the segment and return on investment, increased approximately $11.7 million from the second quarter of 2022 and totaled approximately $15.5 million for the quarter. Advertising expenses increased $1.7 million and were partially offset by a decrease in bad debt expense of $1.2 million.
Earnings from operations for the Retail reportable segment increased in the second quarter of 2023 compared to 2022 by $35.7 million, or 145.4%, as a result of the factors mentioned above.
Net sales in the first six months of 2023 decreased by 21% compared to the same period of 2022, due to a 20% decrease in selling prices and a 1% organic unit decline. Our selling prices of variable-priced products declined due to lower lumber prices. The selling prices of these products are indexed to the lumber market at the time they are shipped. Additionally, unit sales to big box customers increased approximately 5%, while unit sales to independent retailers decreased approximately 19%.
Gross profits increased by $7.9 million, or 3.8% to $215.4 million for the first six months of 2023 compared to the same period last year. Our increase in gross profit was attributable to the following:
SG&A increased by approximately $3.2 million, or 2.8%, in the first six months of 2023 compared to the same period of 2022. Accrued bonus expense, which varies with the overall profitability of the segment and return on investment, increased approximately $2.5 million and totaled approximately $26.9 million for the first six months of 2023. Increases in salaries and wages of $1.5 million and advertising expenses of $2.2 million were offset by decreases in sales incentive compensation of $2.7 million and bad debt expenses of $1.4 million.
Earnings from operations for the Retail reportable segment increased in the first six months of 2023 compared to 2022 by $5.3 million, or 5.5%, as a result of the factors mentioned above.
Packaging Segment
Net sales in the second quarter of 2023 decreased 28% compared to the same period of 2022, due to a 21% decrease in selling prices and a 9% decrease in organic unit sales, offset by acquisition unit growth of 2%. The decrease in unit sales is primarily due to a decline in demand of existing customer accounts, which was partially offset by market share gains associated with new product sales and shipping to new locations of existing accounts. The decline in prices is due to competitive price pressure and lower lumber costs passed to customers.
Gross profits decreased by $43.9 million, or 27.1%, for the second quarter of 2023 compared to the same period last year. The decrease in gross profits is primarily due to competitive price pressure due to lower demand as well as lower unit sales and unfavorable cost variances as a result of fixed manufacturing costs. Acquisitions contributed $3.0 million to gross profit.
SG&A decreased by approximately $5.9 million, or 8.7%, in the second quarter of 2023 compared to the same period of 2022. Accrued bonus expense, which varies with the overall profitability of the segment and return on investment, decreased approximately $3.6 million relative to the second quarter of 2022, and totaled $16.1 million for the quarter. Additionally, sales incentive compensation and bad debt expense decreased by $1.1 million and $6.7 million, respectively, from the prior year. These decreases were offset by increases in salaries and wages of $3.4 million and travel related expenses of $1.1 million. Acquired operations since the second quarter of 2022 contributed approximately $2.4 million to our SG&A costs.
29
Earnings from operations for the Packaging reportable segment decreased in the second quarter of 2023 compared to 2022 by $37.3 million, or 39.6%, due to the factors discussed above.
Net sales in the first six months of 2023 decreased 24% compared to the same period of 2022, due to a 19% decrease in selling prices and a 7% decrease in organic unit sales, partially offset by acquisition unit growth of 2%. The decrease in unit sales is primarily due to a decline in demand of existing customer accounts, which was partially offset by market share gains associated with new product sales and shipping to new locations of existing accounts. The decline in prices is due to competitive price pressure and lower lumber costs passed to customers.
Gross profits decreased by $72.5 million, or 23.3%, for the first six months of 2023 compared to the same period last year. The decrease in gross profits is primarily due to competitive price pressure due to lower demand as well as lower unit sales and unfavorable cost variances as a result of fixed manufacturing costs. Acquisitions contributed $5.4 million to gross profit.
SG&A decreased by approximately $6.8 million, or 5.1%, in the first six months of 2023 compared to the same period of 2022. Accrued bonus expense, which varies with the overall profitability of the segment and return on investment, decreased approximately $11.5 million, and totaled $31.9 million for the six months of 2023. Additionally, our bad debt expense decreased by $7.7 million and sales incentive compensation decreased by $3.7 million. These decreases were partially offset by increases in salaries and wages of $5.9 million, travel related expenses of $2.0 million, and several small increases in several different accounts. Finally, acquired operations since the first six months of 2022 contributed approximately $4.0 million to our increase in costs.
Earnings from operations for the Packaging reportable segment decreased in the first six months of 2023 compared to 2022 by $65.0 million, or 36.8%, due to the factors discussed above.
Construction Segment
Net sales in the second quarter of 2023 decreased 44% compared to the same period of 2022, due to a 26% decrease in selling prices and an organic unit decline of 18%. Organic unit changes within this segment consist of decreases of 20% in factory-built housing, 14% in site-built construction, and 39% in commercial construction. Organic unit changes in our concrete forming business unit were flat compared to the same period of 2022. The organic unit declines in our factory-built housing and site-built construction business units are due to the impact of higher interest rates on the demand for housing which has resulted in an 8% year over year decline in national housing starts and a 25% year over year decline in manufactured housing production in the second quarter of 2023. The organic unit decline in commercial construction is primarily due to a large customer delaying shipments until the third quarter of 2023. As of July 1, 2023 and June 25, 2022, we estimate that our backlog of orders in our site-built construction business unit were $113 million and $161 million, respectively. The decline in pricing was due to competitive price pressure and the decline in lumber prices which were passed to our customers.
Gross profits decreased by $90.1 million, or 39.6%, in the second quarter of 2023 compared to the same period of 2022. The decrease in our gross profit was comprised of the following:
30
SG&A decreased by approximately $20.6 million, or 21.7%, in the second quarter of 2023 compared to the same period of 2022. Accrued bonus expense, which varies with the overall profitability of the segment and return on investment, decreased approximately $11.8 million, and totaled $16.9 million for the quarter. The remaining decrease was primarily due to decreases in sales incentive compensation of $6.9 million and bad debt expense of $1.0 million.
Earnings from operations for the Construction reportable segment decreased in the second quarter of 2023 compared to 2022 by $70.9 million, or 53.4%, due to the factors mentioned above.
Net sales in the first six months of 2023 decreased 39% compared to the same period of 2022, due to a 22% decrease in selling prices and a decline in organic unit sales of 17%. Organic unit changes within this segment consisted of decreases of 18% in site-built housing, 20% in factory-built housing, and 20% in commercial construction. These declines were partially offset by 2% organic unit growth in concrete forming. The decline in pricing was due to competitive price pressure and the decline in lumber prices which were passed to our customers.
Gross profits decreased by $129.9 million, or 33.4%, for the first six months of 2023 compared to the same period of 2022. The decrease in our gross profit was comprised of the following:
SG&A decreased by approximately $35.6 million, or 20.1%, in the first six months of 2023 compared to the same period of 2022. Accrued bonus expense, which varies with the overall profitability of the segment and return on investment, decreased approximately $19.7 million, and totaled $31.6 million for the first six months of 2023. The remaining decrease was primarily due to decreases in sales incentive compensation of $12.8 million, bad debt expense of $3.0 million, and professional fees of $1.8 million. These decreases were offset by small increases in several SG&A accounts.
Earnings from operations for the Construction reportable segment decreased in the first six months of 2023 compared to 2022 by $95.4 million, or 45.1%, due to the factors mentioned above.
All Other Segment
Our All Other reportable segment consists of our International and Ardellis (our insurance captive) segments that are not significant. The decline in sales and earnings from operations is primarily due to our operation in Mexico that exports moulding and millwork products to the U.S.
31
The corporate segment consists of over (under) allocated costs that are not significant.
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):
Cash from operating activities
Cash used in investing activities
Cash used in financing activities
Net change in all cash and cash equivalents
In general, we fund our growth through a combination of operating cash flows, our revolving credit facility, 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 that occurred many years ago. 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 resulting in negative or modest cash flows from operations during those periods. Conversely, we tend to 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.
32
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 63 days from 58 days during the second quarter of 2023 compared to the prior year period.
Days of sales outstanding
33
Days supply of inventory
Days payables outstanding1
(11)
(13)
Days in cash cycle
63
58
1 We’ve modified our calculation of days payables outstanding to be based on the cost of goods sold and accounts payable balances in our monthly financial statements. In prior periods, our calculation was based on invoice data. We’ve made this change to simplify the calculation and more easily integrate acquired operations into our financial metrics. The three months and six months prior year metrics have been restated for the new method which reduced days payables from a previously reported 18 days to 11 days and 19 to 13 days, respectively.
The increase in our cash cycle in the second quarter of 2023 compared to the same period of 2022 was primarily due to a three day increase in our days supply of inventory and a two day increase in our days of sales outstanding. The increase in our days supply of inventory is due to carrying higher levels of safety stock and a drop in demand, primarily in our factory-built housing business unit. The increase in our days of sales outstanding is due to receiving slightly less timely payments from our customers, primarily in our site-built construction business unit. We continue to focus on past due account balances with customers, and the percentage of our accounts receivable that are current is 94% at the end of the second quarter for both 2023 and 2022.
In the first six months of 2023, our cash flows from operations were $321 million and were comprised of net earnings of $276 million and $80 million of non-cash expenses, offset by a $35 million increase in working capital since the end of December 2022. Our cash flows from operations increased by $231 million compared to the same period of last year primarily due to a $349 million decrease in our seasonal investment in net working capital compared to the prior year period, offset by a decrease in our net earnings and non-cash expenses of $118 million. The seasonal increase in our net working capital was lower this year due to the drop in lumber prices and the softening of demand.
Purchases of property, plant, and equipment of $85 million comprised most of our cash used in investing activities during the first six months of 2023. Outstanding purchase commitments on existing capital projects totaled approximately $66 million on July 1, 2023. Capital spending primarily consists of several projects to expand capacity to manufacture new and value-added products, primarily in our Packaging segment and Deckorators and ProWood business units, achieve efficiencies through automation in all segments, make improvements to a number of facilities, and increase our transportation capacity (tractors, trailers). We intend to fund capital expenditures and purchase commitments through our operating cash flows for the balance of the year. While we maintain an active pipeline of targets, we completed no acquisitions during the first six months of 2023. Cash used for acquisitions in the same period of the prior year amounted to $39 million.
Cash flows used in financing activities consisted of:
On July 1, 2023, we had $5 million outstanding on our $750 million revolving credit facility, and we had approximately $718 million in remaining availability after considering $27 million in outstanding letters of credit. Financial covenants on the unsecured revolving credit facility and unsecured notes include minimum interest tests and a maximum leverage ratio. The agreements also restrict the amount of additional indebtedness we may incur and the amount of assets which may be sold. We were in compliance with all our covenant requirements on July 1, 2023.
At the end of the second quarter of 2023, we have approximately $2.0 billion in total liquidity, consisting of our cash surplus, remaining availability under our revolving credit facility, and a shelf agreement with certain lenders providing up to $535 million in remaining borrowing capacity.
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 31, 2022.
FORWARD OUTLOOK
Most recently, our long-term goals have been to:
We believe effectively executing our strategies will allow us to achieve these long-term goals in the future. However, demand in the markets we serve has contracted and overall economic conditions indicate the U.S. economy may enter a recession, which may impact our results, depending on its severity and duration. The following factors should be considered when evaluating our future results:
Capital Allocation:
We believe the strength of our cash flow generation and conservative capital structure provides us with sufficient resources to grow our business and also fund returns to our shareholders. We plan to continue to pursue a balanced and return-driven approach to capital allocation across dividends, share buybacks, capital investments and acquisitions. Specifically:
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 enter into any material 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 may enter into forward foreign exchange rate contracts in the future to mitigate 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.
PART II. OTHER INFORMATION
Item 1A. Risk Factors.
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Fiscal Month
(2)
(3)
(4)
April 2 – May 6, 2023
125,000
79.21
1,424,403
May 7 – June 3, 2023
100,000
82.27
1,324,403
June 4 – July 1, 2023
25,000
83.50
1,299,403
On February 15, 2022, our Board authorized an additional 1.5 million shares to be repurchased under our existing share repurchase program. Upon expiration of this authorization on February 3, 2023, the Board gave management authorization to repurchase up to 2 million shares by February 5, 2024. As of July 1, 2023, the total number of remaining shares for repurchase under the program was approximately 1.3 million. On and effective as of July 26, 2023, our board authorized the repurchase of up to $200 million worth of shares of our common stock through the period ending July 31, 2024, which supercedes and replaces the prior authorization.
Item 5. Other Information.
During the quarter ended July 1, 2023, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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:
Certifications.
(a)
Certificate of the Chief Executive Officer of UFP Industries, 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 UFP Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
Certificate of the Chief Executive Officer of UFP Industries, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
Certificate of the Chief Financial Officer of UFP Industries, 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).
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.
Date: August 9, 2023
By:
/s/ Matthew J. Missad
Matthew J. Missad,
Chairman of the Board, Chief Executive Officer and
Principal Executive Officer
/s/ Michael R. Cole
Michael R. Cole,
Chief Financial Officer,
Principal Financial Officer and
Principal Accounting Officer
39