UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10‑Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 29, 2018
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)
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Michigan |
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38‑1465835 |
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(State or other jurisdiction of incorporation or |
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(I.R.S. Employer Identification Number) |
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organization) |
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2801 East Beltline NE, Grand Rapids, Michigan |
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49525 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code (616) 364‑6161
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NONE |
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(Former name or former address, if changed since last report.) |
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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.
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Large Accelerated Filer ☒ |
Accelerated Filer ☐ |
Non-Accelerated Filer ☐ |
Smaller reporting company ☐ |
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Emerging Growth Company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with an new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
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Class |
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Outstanding as of September 29, 2018 |
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Common stock, $1 par value |
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61,656,181 |
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PART I. |
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FINANCIAL INFORMATION. |
Page No. |
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Item 1. |
Financial Statements |
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3 | |
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4 | |
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5 | |
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6 | |
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Notes to Unaudited Consolidated Condensed Financial Statements |
7 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
17 | |
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30 | ||
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30 | ||
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PART II. |
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OTHER INFORMATION |
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Item 1. |
Legal Proceedings – NONE |
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31 | ||
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31 | ||
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Item 3. |
Defaults upon Senior Securities – NONE |
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Item 4. |
Mine Safety Disclosures – NONE |
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31 | ||
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32 |
2
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
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(in thousands, except share data) |
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September 29, |
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December 30, |
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September 30, |
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2018 |
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2017 |
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2017 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
26,327 |
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$ |
28,339 |
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$ |
22,044 |
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Restricted cash |
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1,024 |
|
|
477 |
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|
905 |
|
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Investments |
|
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15,809 |
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11,269 |
|
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10,781 |
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Accounts receivable, net |
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454,935 |
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327,751 |
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419,183 |
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Inventories: |
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Raw materials |
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257,983 |
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234,354 |
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203,930 |
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Finished goods |
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252,074 |
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225,954 |
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208,556 |
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Total inventories |
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510,057 |
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460,308 |
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412,486 |
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Refundable income taxes |
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9,124 |
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7,228 |
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|
763 |
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Other current assets |
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29,575 |
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28,115 |
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22,438 |
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TOTAL CURRENT ASSETS |
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1,046,851 |
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863,487 |
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888,600 |
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DEFERRED INCOME TAXES |
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2,176 |
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1,865 |
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1,899 |
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RESTRICTED INVESTMENTS |
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13,117 |
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8,359 |
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7,982 |
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OTHER ASSETS |
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7,052 |
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7,368 |
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7,634 |
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GOODWILL |
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218,631 |
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212,644 |
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212,029 |
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INDEFINITE-LIVED INTANGIBLE ASSETS |
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7,373 |
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7,415 |
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7,580 |
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OTHER INTANGIBLE ASSETS, NET |
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35,662 |
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34,910 |
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36,093 |
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PROPERTY, PLANT AND EQUIPMENT: |
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Property, plant and equipment |
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807,023 |
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763,101 |
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754,175 |
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Less accumulated depreciation and amortization |
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(460,714) |
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(434,472) |
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(429,066) |
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PROPERTY, PLANT AND EQUIPMENT, NET |
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346,309 |
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328,629 |
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325,109 |
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TOTAL ASSETS |
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$ |
1,677,171 |
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$ |
1,464,677 |
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$ |
1,486,926 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Cash overdraft |
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$ |
31,115 |
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$ |
25,851 |
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$ |
26,617 |
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Accounts payable |
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175,912 |
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140,106 |
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171,774 |
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Accrued liabilities: |
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Compensation and benefits |
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99,786 |
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97,556 |
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88,185 |
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Other |
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51,316 |
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38,404 |
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50,179 |
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Current portion of long-term debt |
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149 |
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1,329 |
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2,197 |
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TOTAL CURRENT LIABILITIES |
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358,278 |
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303,246 |
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338,952 |
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LONG-TERM DEBT |
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186,539 |
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144,674 |
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145,884 |
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DEFERRED INCOME TAXES |
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13,701 |
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14,079 |
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22,806 |
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OTHER LIABILITIES |
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26,929 |
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28,655 |
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29,204 |
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TOTAL LIABILITIES |
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585,447 |
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490,654 |
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536,846 |
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SHAREHOLDERS’ EQUITY: |
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Controlling interest shareholders’ equity: |
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Preferred stock, no par value; shares authorized 1,000,000; issued and outstanding, none |
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$ |
— |
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$ |
— |
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$ |
— |
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Common stock, $1 par value; shares authorized 80,000,000; issued and outstanding, 61,656,181, 61,191,888 and 61,174,197 |
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61,656 |
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61,192 |
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61,174 |
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Additional paid-in capital |
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176,671 |
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161,928 |
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159,995 |
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Retained earnings |
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841,431 |
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736,212 |
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715,497 |
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Accumulated other comprehensive income |
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(3,638) |
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144 |
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(871) |
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Total controlling interest shareholders’ equity |
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1,076,120 |
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959,476 |
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935,795 |
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Noncontrolling interest |
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15,604 |
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14,547 |
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14,285 |
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TOTAL SHAREHOLDERS’ EQUITY |
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1,091,724 |
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974,023 |
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950,080 |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
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$ |
1,677,171 |
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$ |
1,464,677 |
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$ |
1,486,926 |
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See notes to consolidated condensed financial statements.
3
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
AND COMPREHENSIVE INCOME
(Unaudited)
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(in thousands, except per share data) |
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Three Months Ended |
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Nine Months Ended |
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September 29, |
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September 30, |
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September 29, |
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September 30, |
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2018 |
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2017 |
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2018 |
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2017 |
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NET SALES |
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$ |
1,212,702 |
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$ |
1,056,586 |
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$ |
3,500,999 |
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$ |
2,975,091 |
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COST OF GOODS SOLD |
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1,054,029 |
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911,899 |
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3,045,748 |
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2,561,424 |
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GROSS PROFIT |
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158,673 |
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144,687 |
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455,251 |
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413,667 |
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
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102,292 |
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92,389 |
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300,292 |
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272,956 |
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FOREIGN CURRENCY EXCHANGE LOSS |
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412 |
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301 |
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213 |
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1,157 |
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NET (GAIN) ON DISPOSITION OF ASSETS AND IMPAIRMENT OF ASSETS |
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(1,022) |
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(274) |
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(7,079) |
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(437) |
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EARNINGS FROM OPERATIONS |
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56,991 |
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52,271 |
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161,825 |
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139,991 |
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INTEREST EXPENSE |
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1,945 |
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1,481 |
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5,971 |
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4,825 |
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INTEREST AND INVESTMENT INCOME |
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(211) |
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(130) |
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(1,109) |
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(541) |
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EQUITY IN EARNINGS OF INVESTEE |
|
|
— |
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1 |
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— |
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(25) |
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1,734 |
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1,352 |
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4,862 |
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|
4,259 |
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EARNINGS BEFORE INCOME TAXES |
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55,257 |
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50,919 |
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156,963 |
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135,732 |
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INCOME TAXES |
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13,189 |
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16,250 |
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|
36,183 |
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|
44,855 |
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NET EARNINGS |
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|
42,068 |
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34,669 |
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|
120,780 |
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|
90,877 |
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LESS NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST |
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(849) |
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(976) |
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(2,684) |
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(2,480) |
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NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST |
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$ |
41,219 |
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$ |
33,693 |
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$ |
118,096 |
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$ |
88,397 |
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EARNINGS PER SHARE - BASIC |
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$ |
0.67 |
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$ |
0.55 |
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$ |
1.91 |
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$ |
1.44 |
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EARNINGS PER SHARE - DILUTED |
|
$ |
0.66 |
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$ |
0.55 |
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$ |
1.91 |
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$ |
1.44 |
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OTHER COMPREHENSIVE INCOME: |
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|
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|
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|
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NET EARNINGS |
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|
42,068 |
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|
34,669 |
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|
120,780 |
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|
90,877 |
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OTHER COMPREHENSIVE GAIN (LOSS) |
|
|
1,174 |
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|
1,719 |
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(3,170) |
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|
6,141 |
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COMPREHENSIVE INCOME |
|
|
43,242 |
|
|
36,388 |
|
|
117,610 |
|
|
97,018 |
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LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST |
|
|
(1,583) |
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|
(975) |
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|
(3,296) |
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|
(3,862) |
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COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST |
|
$ |
41,659 |
|
$ |
35,413 |
|
$ |
114,314 |
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$ |
93,156 |
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See notes to consolidated condensed financial statements.
4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
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(in thousands, except share and per share data) |
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Controlling Interest Shareholders’ Equity |
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Accumulated |
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Additional |
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Other |
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Common |
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Paid-In |
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Retained |
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Comprehensive |
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Noncontrolling |
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Stock |
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Capital |
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Earnings |
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Earnings |
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Interest |
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Total |
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Balance at December 31, 2016 |
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$ |
61,026 |
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$ |
144,649 |
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$ |
649,135 |
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$ |
(5,630) |
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$ |
11,286 |
|
$ |
860,466 |
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Net earnings |
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|
|
|
|
|
|
|
88,397 |
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|
|
|
|
2,480 |
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|
90,877 |
|
Foreign currency translation adjustment |
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|
|
|
|
|
|
|
|
|
|
4,325 |
|
|
1,382 |
|
|
5,707 |
|
Unrealized gain (loss) on investment & foreign currency |
|
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|
|
|
|
|
|
|
|
|
434 |
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|
|
|
|
434 |
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Distributions to noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,272) |
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|
(3,272) |
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Additional purchases of noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,409 |
|
|
2,409 |
|
Cash dividends - $0.150 per share |
|
|
|
|
|
|
|
|
(9,208) |
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|
|
|
|
|
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(9,208) |
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Issuance of 17,925 shares under employee stock plans |
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|
18 |
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|
458 |
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|
|
|
|
|
|
|
|
|
|
476 |
|
Issuance of 428,325 shares under stock grant programs |
|
|
428 |
|
|
6,752 |
|
|
|
|
|
|
|
|
|
|
|
7,180 |
|
Issuance of 147,480 shares under deferred compensation plans |
|
|
148 |
|
|
(148) |
|
|
|
|
|
|
|
|
|
|
|
— |
|
Repurchase of 445,740 shares |
|
|
(446) |
|
|
297 |
|
|
(12,827) |
|
|
|
|
|
|
|
|
(12,976) |
|
Expense associated with share-based compensation arrangements |
|
|
|
|
|
1,978 |
|
|
|
|
|
|
|
|
|
|
|
1,978 |
|
Accrued expense under deferred compensation plans |
|
|
|
|
|
6,009 |
|
|
|
|
|
|
|
|
|
|
|
6,009 |
|
Balance at September 30, 2017 |
|
$ |
61,174 |
|
$ |
159,995 |
|
$ |
715,497 |
|
$ |
(871) |
|
$ |
14,285 |
|
$ |
950,080 |
|
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 |
See notes to consolidated condensed financial statements.
5
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
(in thousands) |
|
Nine Months Ended |
|
||||
|
|
|
September 29, |
|
September 30, |
|
||
|
|
|
2018 |
|
2017 |
|
||
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
120,780 |
|
$ |
90,877 |
|
|
Adjustments to reconcile net earnings to net cash from operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
40,490 |
|
|
36,010 |
|
|
Amortization of intangibles |
|
|
4,274 |
|
|
3,549 |
|
|
Expense associated with share-based and grant compensation arrangements |
|
|
2,762 |
|
|
2,122 |
|
|
Deferred income taxes (credits) |
|
|
(583) |
|
|
117 |
|
|
Equity in earnings of investee |
|
|
— |
|
|
(25) |
|
|
Net (gain) on disposition of assets and impairment of assets |
|
|
(7,079) |
|
|
(437) |
|
|
Changes in: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(121,067) |
|
|
(121,688) |
|
|
Inventories |
|
|
(39,448) |
|
|
(820) |
|
|
Accounts payable and cash overdraft |
|
|
38,611 |
|
|
53,424 |
|
|
Accrued liabilities and other |
|
|
21,361 |
|
|
34,221 |
|
|
NET CASH FROM OPERATING ACTIVITIES |
|
|
60,101 |
|
|
97,350 |
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(74,541) |
|
|
(57,189) |
|
|
Proceeds from sale of property, plant and equipment |
|
|
37,612 |
|
|
2,121 |
|
|
Acquisitions, net of cash received |
|
|
(38,963) |
|
|
(59,859) |
|
|
Purchases of investments |
|
|
(12,401) |
|
|
(12,155) |
|
|
Proceeds from sale of investments |
|
|
3,298 |
|
|
4,227 |
|
|
Other |
|
|
(620) |
|
|
1,480 |
|
|
NET CASH FROM (USED IN) INVESTING ACTIVITIES |
|
|
(85,615) |
|
|
(121,375) |
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Borrowings under revolving credit facilities |
|
|
636,798 |
|
|
610,038 |
|
|
Repayments under revolving credit facilities |
|
|
(668,941) |
|
|
(573,829) |
|
|
Borrowings of debt |
|
|
927 |
|
|
— |
|
|
Repayment of debt |
|
|
(5,511) |
|
|
— |
|
|
Issuance of long-term debt |
|
|
75,000 |
|
|
— |
|
|
Proceeds from issuance of common stock |
|
|
756 |
|
|
476 |
|
|
Dividends paid to shareholders |
|
|
(11,090) |
|
|
(9,207) |
|
|
Distributions to noncontrolling interest |
|
|
(2,239) |
|
|
(3,272) |
|
|
Repurchase of common stock |
|
|
(1,843) |
|
|
(12,976) |
|
|
Other |
|
|
(55) |
|
|
— |
|
|
NET CASH FROM FINANCING ACTIVITIES |
|
|
23,802 |
|
|
11,230 |
|
|
Effect of exchange rate changes on cash |
|
|
247 |
|
|
1,255 |
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS |
|
|
(1,465) |
|
|
(11,540) |
|
|
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR |
|
|
28,816 |
|
|
34,489 |
|
|
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD |
|
$ |
27,351 |
|
$ |
22,949 |
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH: |
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
$ |
28,339 |
|
$ |
34,091 |
|
|
Restricted cash, beginning of period |
|
|
477 |
|
|
398 |
|
|
Cash, cash equivalents, and restricted cash, beginning of period |
|
$ |
28,816 |
|
$ |
34,489 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
26,327 |
|
$ |
22,044 |
|
|
Restricted cash, end of period |
|
|
1,024 |
|
|
905 |
|
|
Cash, cash equivalents, and restricted cash, end of period |
|
$ |
27,351 |
|
$ |
22,949 |
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL INFORMATION: |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
4,955 |
|
$ |
3,910 |
|
|
Income taxes paid |
|
|
38,675 |
|
|
34,108 |
|
|
NON-CASH FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Common stock issued under deferred compensation plans |
|
|
5,312 |
|
|
4,673 |
|
See notes to consolidated condensed financial statements.
6
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated condensed financial statements (the “Financial Statements”) include our accounts and those of our wholly-owned and majority-owned subsidiaries and partnerships, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, the Financial Statements do not include all of the information and footnotes normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States. All intercompany transactions and balances have been eliminated.
In our opinion, the Financial Statements contain all material adjustments necessary to present fairly our consolidated financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. These Financial Statements should be read in conjunction with the annual consolidated financial statements, and footnotes thereto, included in our Annual Report to Shareholders on Form 10‑K for the fiscal year ended December 30, 2017.
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 30, 2017 balances in the accompanying unaudited consolidated condensed balance sheets.
B. FAIR VALUE
We apply the provisions of ASC 820, Fair Value Measurements and Disclosures, to assets and liabilities measured at fair value. Assets measured at fair value are as follows:
|
|
|
September 29, 2018 |
|
September 30, 2017 |
|||||||||||||||||
|
|
|
Quoted |
|
Prices with |
|
|
|
|
|
|
Quoted |
|
Prices with |
|
|
|
|||||
|
|
|
Prices in |
|
Other |
|
Prices with |
|
|
|
|
Prices in |
|
Other |
|
|
|
|||||
|
|
|
Active |
|
Observable |
|
Unobservable |
|
|
|
|
Active |
|
Observable |
|
|
|
|||||
|
|
|
Markets |
|
Inputs |
|
Inputs |
|
|
|
|
Markets |
|
Inputs |
|
|
|
|||||
|
(in thousands) |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
|
Total |
|
(Level 1) |
|
(Level 2) |
|
Total |
|||||||
|
Money market funds |
|
$ |
56 |
|
$ |
1,381 |
|
$ |
— |
|
$ |
1,437 |
|
$ |
64 |
|
$ |
413 |
|
$ |
477 |
|
Fixed income funds |
|
|
2,846 |
|
|
9,484 |
|
|
— |
|
|
12,330 |
|
|
1,299 |
|
|
6,905 |
|
|
8,204 |
|
Equity securities |
|
|
8,203 |
|
|
— |
|
|
— |
|
|
8,203 |
|
|
10,194 |
|
|
— |
|
|
10,194 |
|
Hedge funds |
|
|
— |
|
|
— |
|
|
1,725 |
|
|
1,725 |
|
|
|
|
|
|
|
|
|
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic stock funds |
|
|
2,970 |
|
|
— |
|
|
— |
||||||||||||