Attached files

file filename
EX-32.B - EXHIBIT 32.B - UNIVERSAL FOREST PRODUCTS INCexhibit32b2q2016.htm
EX-32.A - EXHIBIT 32.A - UNIVERSAL FOREST PRODUCTS INCexhibit32a2q2016.htm
EX-31.B - EXHIBIT 31.B - UNIVERSAL FOREST PRODUCTS INCexhibit31b2q2016.htm
EX-31.A - EXHIBIT 31.A - UNIVERSAL FOREST PRODUCTS INCexhibit31a2q2016.htm

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 25, 2016
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-22684
UNIVERSAL FOREST PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
 
Michigan
 
38-1465835
 
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
 
 
 
 
 
 
 
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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x
Accelerated Filer o
Non-Accelerated Filer o
Smaller reporting company o
Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes o   No x
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 June 25, 2016
 
 
Common stock, no par value
 
20,307,463
 
 
 
 


UNIVERSAL FOREST PRODUCTS, INC.

TABLE OF CONTENTS
 
PART I.
FINANCIAL INFORMATION.
Page No.
 
 
 
 
 
Item 1.
Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
PART II.
OTHER INFORMATION.
 
 
 
 
 
 
Item 1.
Legal Proceedings – NONE.
 
 
 
 
 
 
Item 1A.
Risk Factors – NONE.
 
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
Defaults upon Senior Securities – NONE.
 
 
 
 
 
 
Item 4.
Mine Safety Disclosures – NONE.
 
 
 
 
 
 
Item 5.
Other Information – NONE.
 
 
 
 
 
 
Item 6.



UNIVERSAL FOREST PRODUCTS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(in thousands, except share data)
 
 
 
 
 
 
June 25, 2016
 
December 26, 2015
 
June 27, 2015
ASSETS
 
 
 
 
 
CURRENT ASSETS:
 
 
 
 
 
Cash and cash equivalents
$
87,517

 
$
87,756

 
$
24,756

Restricted cash
909

 
586

 
710

Investments
9,740

 
6,743

 

Accounts receivable, net
318,505

 
222,964

 
302,538

Inventories:
 

 
 

 
 

Raw materials
165,857

 
168,548

 
182,286

Finished goods
131,939

 
136,370

 
147,949

Total inventories
297,796

 
304,918

 
330,235

Refundable income taxes

 
7,784

 

Deferred income taxes

 

 
6,252

Other current assets
15,238

 
17,481

 
14,953

TOTAL CURRENT ASSETS
729,705

 
648,232

 
679,444

DEFERRED INCOME TAXES
2,541

 
1,312

 
1,171

OTHER ASSETS
7,470

 
8,298

 
8,815

GOODWILL
181,381

 
180,990

 
173,158

INDEFINITE-LIVED INTANGIBLE ASSETS
2,340

 
2,340

 
2,340

OTHER INTANGIBLE ASSETS, NET
14,170

 
15,357

 
17,007

PROPERTY, PLANT AND EQUIPMENT:
 

 
 

 
 

Property, plant and equipment
649,652

 
628,045

 
628,269

Less accumulated depreciation and amortization
(392,753
)
 
(376,895
)
 
(370,538
)
PROPERTY, PLANT AND EQUIPMENT, NET
256,899

 
251,150

 
257,731

TOTAL ASSETS
$
1,194,506

 
$
1,107,679

 
$
1,139,666

LIABILITIES AND SHAREHOLDERS' EQUITY
 

 
 

 
 

CURRENT LIABILITIES:
 

 
 

 
 

Cash overdraft
$

 
$

 
$
21,933

Accounts payable
126,095

 
95,041

 
114,354

Accrued liabilities:
 

 
 

 
 

Compensation and benefits
74,919

 
78,877

 
60,941

Income taxes
1,755

 

 
8,894

Other
35,321

 
29,112

 
27,234

Current portion of long-term debt
1,093

 
1,145

 
893

TOTAL CURRENT LIABILITIES
239,183

 
204,175

 
234,249

LONG-TERM DEBT
84,530

 
84,750

 
122,303

DEFERRED INCOME TAXES
25,092

 
23,838

 
31,178

OTHER LIABILITIES
26,066

 
28,507

 
19,124

TOTAL LIABILITIES
374,871

 
341,270

 
406,854

SHAREHOLDERS' EQUITY:
 

 
 

 
 

Controlling interest shareholders' equity:
 

 
 

 
 

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

 
$

 
$

Common stock, no par value; shares authorized 40,000,000; issued and outstanding, 20,307,463, 20,141,709, and 20,132,819.
20,307

 
20,142

 
20,133

Additional paid-in capital
182,710

 
171,562

 
168,862

Retained earnings
609,718

 
565,636

 
530,346

Accumulated other comprehensive income
(4,149
)
 
(4,585
)
 
227

Employee stock notes receivable

 

 
(277
)
Total controlling interest shareholders' equity
808,586

 
752,755

 
719,291

Noncontrolling interest
11,049

 
13,654

 
13,521

TOTAL SHAREHOLDERS' EQUITY
819,635

 
766,409

 
732,812

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
1,194,506

 
$
1,107,679

 
$
1,139,666

See notes to consolidated condensed financial statements.

3

UNIVERSAL FOREST PRODUCTS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
AND COMPREHENSIVE INCOME
(Unaudited)

(in thousands, except per share data)
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 25,
2016
 
June 27,
2015
 
June 25,
2016
 
June 27,
2015
NET SALES
$
872,093

 
$
838,171

 
$
1,554,244

 
$
1,471,195

COST OF GOODS SOLD
740,606

 
725,728

 
1,320,018

 
1,279,170

GROSS PROFIT
131,487

 
112,443

 
234,226

 
192,025

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
77,762

 
68,431

 
148,601

 
130,136

NET LOSS (GAIN) ON DISPOSITION AND IMPAIRMENT OF ASSETS
60

 
(176
)
 
50

 
(162
)
EARNINGS FROM OPERATIONS
53,665

 
44,188

 
85,575

 
62,051

INTEREST EXPENSE
1,103

 
1,382

 
2,179

 
2,555

INTEREST INCOME
(208
)
 
(32
)
 
(312
)
 
(167
)
EQUITY IN EARNINGS OF INVESTEE
(110
)
 
(112
)
 
(192
)
 
(195
)
 
785

 
1,238

 
1,675

 
2,193

EARNINGS BEFORE INCOME TAXES
52,880

 
42,950

 
83,900

 
59,858

INCOME TAXES
18,643

 
16,066

 
29,407

 
22,170

NET EARNINGS
34,237

 
26,884

 
54,493

 
37,688

LESS NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST
(839
)
 
(908
)
 
(1,882
)
 
(1,550
)
NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST
$
33,398

 
$
25,976

 
$
52,611

 
$
36,138

EARNINGS PER SHARE - BASIC
$
1.64

 
$
1.29

 
$
2.59

 
$
1.79

EARNINGS PER SHARE - DILUTED
$
1.64

 
$
1.28

 
$
2.58

 
$
1.79

NET EARNINGS
34,237

 
26,884

 
54,493

 
37,688

OTHER COMPREHENSIVE LOSS
(807
)
 
(526
)
 
(365
)
 
(1,529
)
COMPREHENSIVE INCOME
33,430

 
26,358

 
54,128

 
36,159

LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
(235
)
 
(636
)
 
(1,081
)
 
(1,133
)
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST
$
33,195

 
$
25,722

 
$
53,047

 
$
35,026


See notes to consolidated condensed financial statements.


4

UNIVERSAL FOREST PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(in thousands, except share and per share data)          
 
Controlling Interest Shareholders' Equity
 
 
 
 
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehen-
sive
Earnings
 
Employees
Stock
Notes
Receivable
 
Noncontrolling
Interest
 
Total
Balance at December 27, 2014
$
19,984

 
$
162,483

 
$
502,334

 
$
1,348

 
$
(455
)
 
$
13,866

 
$
699,560

Net earnings
 

 
 

 
36,138

 
 

 
 

 
1,550

 
37,688

Foreign currency translation adjustment
 

 
 

 
 

 
(1,121
)
 
 
 
(408
)
 
(1,529
)
Noncontrolling interest associated with business acquisitions
 

 
 

 
 

 
 

 
 

 
1,019

 
1,019

Distributions to noncontrolling interest
 
 
 

 
 

 
 

 
 

 
(1,250
)
 
(1,250
)
Purchases of noncontrolling interest
 
 
 
 
 
 
 
 
 
 
(1,256
)
 
(1,256
)
Dividends $0.400 per share
 
 
 
 
(8,050
)
 
 
 
 
 
 
 
(8,050
)
Issuance of 21,224 shares under employee stock plans
21

 
703

 
 
 
 

 
 

 
 

 
724

Issuance of 75,149 shares under stock grant programs
75

 
1,780

 
 
 
 

 
 

 
 

 
1,855

Issuance of 53,508 shares under deferred compensation plans
54

 
(54
)
 
 

 
 

 
 

 
 

 

Repurchase of 1,513 shares
(1
)
 
 

 
(76
)
 
 

 
77

 
 

 

Tax benefits from non-qualified stock options exercised
 

 
121

 
 

 
 

 
 

 
 

 
121

Expense associated with share-based compensation arrangements
 

 
874

 
 

 
 

 
 

 
 

 
874

Accrued expense under deferred compensation plans
 

 
2,955

 
 

 
 

 
 

 
 

 
2,955

Payments received on employee stock notes receivable
 

 
 

 
 

 
 

 
101

 
 

 
101

Balance at June 27, 2015
$
20,133

 
$
168,862

 
$
530,346

 
$
227

 
$
(277
)
 
$
13,521

 
$
732,812

Balance at December 26, 2015
20,142

 
171,562

 
565,636

 
(4,585
)
 

 
13,654

 
766,409

Net earnings
 
 
 
 
52,611

 
 
 
 
 
1,882

 
54,493

Foreign currency translation adjustment
 
 
 
 
 
 
250

 
 
 
(801
)
 
(551
)
Unrealized gain (loss) on investment & foreign currency
 
 
 
 
 
 
186

 
 
 
 
 
186

Distributions to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
(1,731
)
 
(1,731
)
Purchases of noncontrolling interest
 
 
855

 
 
 
 
 
 
 
(1,955
)
 
(1,100
)
Dividends $0.420 per share
 
 
 
 
(8,529
)
 
 
 
 
 
 
 
(8,529
)
Issuance of 3,708 shares under employee stock plans
3

 
287

 
 
 
 
 
 
 
 
 
290

Issuance of 114,132 shares under stock grant programs
114

 
5,134

 
 
 
 
 
 
 
 
 
5,248

Issuance of 47,914 shares under deferred compensation plans
48

 
(48
)
 
 
 
 
 
 
 
 
 

Expense associated with share-based compensation arrangements
 
 
977

 
 
 
 
 
 
 
 
 
977

Accrued expense under deferred compensation plans
 
 
3,943

 
 
 
 
 
 
 
 
 
3,943

Balance at June 25, 2016
$
20,307

 
$
182,710

 
$
609,718

 
$
(4,149
)
 
$

 
$
11,049

 
$
819,635

See notes to consolidated condensed financial statements.

5

UNIVERSAL FOREST PRODUCTS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
 
Six Months Ended
 
June 25,
2016
 
June 27,
2015
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net earnings
$
54,493

 
$
37,688

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

 
 

Depreciation
19,178

 
18,406

Amortization of intangibles
1,285

 
1,888

Expense associated with share-based compensation arrangements
977

 
874

Excess tax benefits from share-based compensation arrangements

 
(33
)
Expense associated with stock grant plans
70

 
53

Deferred income taxes
55

 
3

Equity in earnings of investee
(192
)
 
(195
)
Net loss (gain) on disposition and impairment of assets
50

 
(162
)
Changes in:
 

 
 

Accounts receivable
(95,198
)
 
(104,929
)
Inventories
7,564

 
9,806

Accounts payable and cash overdraft
31,320

 
45,798

Accrued liabilities and other
20,439

 
27,625

NET CASH FROM OPERATING ACTIVITIES
40,041

 
36,822

CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Purchases of property, plant and equipment
(24,269
)
 
(27,756
)
Proceeds from sale of property, plant and equipment
309

 
1,085

Acquisitions, net of cash received
(1,682
)
 
(2,584
)
Purchase of remaining noncontrolling interest of subsidiary
(1,100
)
 
(1,256
)
Advances of notes receivable
(2,946
)
 
(3,083
)
Collections on notes receivable
3,731

 
7,059

Purchases of investments
(3,571
)
 

Proceeds from sale of investments
901

 

Cash restricted as to use
(323
)
 
(305
)
Other, net
(736
)
 
(58
)
NET CASH USED IN INVESTING ACTIVITIES
(29,686
)
 
(26,898
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Borrowings under revolving credit facilities
3,162

 
259,734

Repayments under revolving credit facilities
(3,210
)
 
(235,993
)
Proceeds from issuance of common stock
290

 
724

Distributions to noncontrolling interest
(1,731
)
 
(1,250
)
Dividends paid to shareholders
(8,529
)
 
(8,050
)
Repurchase of common stock

 
(77
)
Other, net
(15
)
 
24

NET CASH (USED IN) FROM FINANCING ACTIVITIES
(10,033
)
 
15,112

Effect of exchange rate changes on cash
(561
)
 
(280
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
(239
)
 
24,756

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
87,756

 

CASH AND CASH EQUIVALENTS, END OF PERIOD
$
87,517

 
$
24,756

SUPPLEMENTAL INFORMATION:
 

 
 

Interest paid
$
2,220

 
$
2,430

Income taxes paid
19,789

 
1,375

NON-CASH INVESTING ACTIVITIES
 

 
 

Notes receivable exchanged for property

 
389

NON-CASH FINANCING ACTIVITIES:
 

 
 

Common stock issued under deferred compensation plans
3,375

 
2,728

See notes to consolidated condensed financial statements.

6

UNIVERSAL FOREST PRODUCTS, INC.

NOTES TO UNAUDITED
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

A.
BASIS OF PRESENTATION

The accompanying unaudited interim consolidated condensed financial statements (the "Financial Statements") include our accounts and those of our wholly-owned and majority-owned subsidiaries and partnerships, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Accordingly, the Financial Statements do not include all of the information and footnotes normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States.  All intercompany transactions and balances have been eliminated.

In our opinion, the Financial Statements contain all material adjustments necessary to present fairly our consolidated financial position, results of operations and cash flows for the interim periods presented.  All such adjustments are of a normal recurring nature.  These Financial Statements should be read in conjunction with the annual consolidated financial statements, and footnotes thereto, included in our Annual Report to Shareholders on Form 10-K for the fiscal year ended December 26, 2015.

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 27, 2015 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:

 
June 25, 2016
 
June 27, 2015
(in thousands)
Quoted
Prices in
Active
Markets
(Level 1)
 
Prices with Other Observable Inputs
(Level 2)
 
Total
 
Quoted
Prices in
Active
Markets
(Level 1)
 
Prices with Other Observable Inputs
(Level 2)
 
Total
Money market funds
$
65

 
$
506

 
$
571

 
$
6,162

 
$

 
$
6,162

Fixed income funds
1,935

 
2,383

 
4,318

 

 

 

Equity securities
4,944

 

 
4,944

 

 

 

Mutual funds:
 

 
 

 
 

 
 

 
 

 
 

Domestic stock funds
756

 

 
756

 
250

 

 
250

International stock funds
69

 

 
69

 
71

 

 
71

Target funds
231

 

 
231

 
240

 

 
240

Bond funds
199

 

 
199

 
173

 

 
173

Total mutual funds
1,255

 

 
1,255

 
734

 

 
734

Assets at fair value
$
8,199

 
$
2,889

 
$
11,088

 
$
6,896

 
$

 
$
6,896


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

We did not maintain any Level 3 assets or liabilities at June 25, 2016 or June 27, 2015.


7

UNIVERSAL FOREST PRODUCTS, INC.

In accordance with our investment policy, our wholly-owned captive, Ardellis Insurance Ltd. ("Ardellis"), maintains an investment portfolio, totaling $9.7 million as of June 25, 2016, consisting of mutual funds, domestic and international stocks, and fixed income bonds.

Ardellis' available for sale investment portfolio consists of the following:

 
 
 
Unrealized
 
 
 
Cost
 
Gain/(Loss)
 
Fair Value
Fixed Income
$
4,283

 
$
32

 
$
4,315

Equity
4,751

 
193

 
4,944

Mutual Funds
$
481

 
$

 
$
481

Total
$
9,515

 
$
225

 
$
9,740


Our Fixed Income investments consist of short, intermediate, and long term bonds, as well as fixed blend bonds. Within the fixed income investments, we maintain a specific mixture of US treasury notes, US agency mortgage backed securities, private label mortgage backed securities, and various corporate securities. Our equity investments consist of small, mid, and large cap growth and value funds, as well as international equity. The net pre-tax effect unrealized gain was $225 thousand. Carrying amounts above are recorded in the investments line item within the balance sheet as of June 25, 2016. During 2016, Ardellis investments reported a net realized loss of 26 thousand, which was recorded in interest income on the statement of earnings.


C.
REVENUE RECOGNITION

Revenue is recognized at the time the product is shipped to the customer. Generally, title passes at the time of shipment.  In certain circumstances, the customer takes title when the shipment arrives at the destination.  However, our shipping process is typically completed the same day.

Earnings on construction contracts are reflected in operations using percentage-of-completion accounting, under either cost to cost or units of delivery methods, depending on the nature of the business at individual operations.  Under percentage-of-completion using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred related to the total estimated costs.  Under percentage-of-completion using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced related to the total number of units.  Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for such revisions becomes known.  Projected losses on individual contracts are charged to operations in their entirety when such losses become apparent. Construction contract revenue decreased to approximately $30.9 million, during the second quarter of 2016, from $33.9 million during the same period of 2015. Construction contract revenue was approximately $61.4 million and $58.7 million through the first six months of 2016 and 2015, respectively.

Our construction contracts are generally entered into with a fixed price and completion of the projects can range from 6 to 18 months in duration.  Therefore, our operating results are impacted by, among many other things, labor rates and commodity costs.  During the year, we update our estimated costs to complete our projects using current labor and commodity costs and recognize losses to the extent that they exist.

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

 
June 25, 2016
 
December 26, 2015
 
June 27, 2015
Cost and Earnings in Excess of Billings
$
2,835

 
$
3,624

 
$
4,842

Billings in Excess of Cost and Earnings
5,407

 
4,978

 
3,347


D.
EARNINGS PER SHARE


8

UNIVERSAL FOREST PRODUCTS, INC.

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

 
Three Months Ended
 
Six Months Ended
 
June 25, 2016
 
June 27, 2015
 
June 25, 2016
 
June 27, 2015
Numerator:
 
 
 
 
 
 
 
Net earnings attributable to controlling interest
$
33,398

 
$
25,976

 
$
52,611

 
$
36,138

Adjustment for earnings allocated to non-vested restricted common stock
(557
)
 
(347
)
 
(816
)
 
(462
)
Net earnings for calculating EPS
$
32,841

 
$
25,629

 
$
51,795

 
$
35,676

Denominator:
 

 
 

 
 

 
 

Weighted average shares outstanding
20,387

 
20,198

 
20,335

 
20,147

Adjustment for non-vested restricted common stock
(340
)
 
(270
)
 
(315
)
 
(258
)
Shares for calculating basic EPS
20,047

 
19,928

 
20,020

 
19,889

Effect of dilutive stock options
31

 
33

 
31

 
33

Shares for calculating diluted EPS
20,078

 
19,961

 
20,051

 
19,922

Net earnings per share:
 

 
 

 
 

 
 

Basic
$
1.64

 
$
1.29

 
$
2.59

 
$
1.79

Diluted
$
1.64

 
$
1.28

 
$
2.58

 
$
1.79


No options were excluded from the computation of diluted EPS for the quarters ended June 25, 2016 or June 27, 2015.

E.    COMMITMENTS, CONTINGENCIES, AND GUARANTEES

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

We own and operate a number of facilities throughout the United States that chemically treat lumber products. In connection with the ownership and operation of these and other real properties, and the disposal or treatment of hazardous or toxic substances, we may, under various federal, state, and local environmental laws, ordinances, and regulations, be potentially liable for removal and remediation costs, as well as other potential costs, damages, and expenses. Environmental reserves, calculated with no discount rate, have been established to cover remediation activities at wood preservation facilities in Stockertown, PA; Elizabeth City, NC; Auburndale, FL; and Medley, FL. In addition, a reserve was established for our facility in Thornton, CA to remove certain lead containing materials which existed on the property at the time of purchase.
 
On a consolidated basis, we have reserved approximately $3.4 million on June 25, 2016 and June 27, 2015, representing the estimated costs to complete future remediation efforts. These amounts have not been reduced by an insurance receivable.

Many of our wood treating operations utilize "Subpart W" drip pads, defined as hazardous waste management units by the Environmental Protection Agency.  The rules regulating drip pads require that a pad be “closed” at the point that it is no longer intended to be used for wood treating operations or to manage hazardous waste.  Closure involves identification and disposal of contaminants which are required to be removed from the facility.  The cost of closure is dependent upon a number of factors including, but not limited to, identification and removal of contaminants, cleanup standards that vary from state to state, and the time period over which the cleanup would be completed.  Based on our present knowledge of existing circumstances, it is considered probable that these costs will approximate $0.6 million.  As a result, this amount is recorded in other long-term liabilities on June 25, 2016.

In February 2014, one of our operations was served with a federal grand jury subpoena from the Southern District of New York.  The subpoena was issued in connection with an investigation being conducted by the US Attorney's Office for the Southern District of New York. The subpoena requested documents relating to a developer and construction projects for which our operation had provided materials and labor.  Following receipt of the subpoena, the Audit Committee of the Company’s Board of Directors retained outside counsel to conduct an internal investigation and respond to the subpoena. The Company cooperated in all respects with the US Attorney's Office, complied with this subpoena and voluntarily provided additional information. As a result of the internal investigation, in April 2014, two Company employees were terminated

9

UNIVERSAL FOREST PRODUCTS, INC.

for violating the Company’s Code of Conduct and Business Ethics.  In May 2015, those ex-employees were indicted by the grand jury. In April 2016, one of the two former employees pled guilty to four of the charges included in the indictment. In May 2016, the other former employee was found guilty by a jury on four of the charges included in the indictment. The Company has not been named as a target and continues to cooperate with the US Attorney's Office in this matter; however, because of the duration and unique nature of this proceeding, any potential, adverse financial implications to the Company are uncertain.

In addition, on June 25, 2016, 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 June 25, 2016, we had outstanding purchase commitments on commenced capital projects of approximately $19.0 million.

We provide a variety of warranties for products we manufacture. Historically, warranty claims have not been material.  We distribute products manufactured by other companies, some of which are no longer in business.  While we do not warrant these products, we have received claims as a distributor of these products when the manufacturer no longer exists or has the ability to pay.  Historically, these costs have not had a material affect on our consolidated financial statements.

As part of our operations, we supply building materials and labor to site-built construction projects or we jointly bid on contracts with framing companies for such projects. In some instances we are required to post payment and performance bonds to insure the project owner that the products and installation services are completed in accordance with our contractual obligations.  We have agreed to indemnify the surety for claims made against the bonds.  As of June 25, 2016 we had no outstanding payment and performance bonds for open projects.  We had approximately $1.7 million in payment and performance bonds outstanding for completed projects which are still under warranty.

On June 25, 2016, we had outstanding letters of credit totaling $25.5 million, primarily related to certain insurance contracts and industrial development revenue bonds described further below.

In lieu of cash deposits, we provide irrevocable letters of credit in favor of our insurers to guarantee our performance under certain insurance contracts.  We currently have irrevocable letters of credit outstanding totaling approximately $15.7 million for these types of insurance arrangements.  We have reserves recorded on our balance sheet, in accrued liabilities, that reflect our expected future liabilities under these insurance arrangements.

We are required to provide irrevocable letters of credit in favor of the bond trustees for all industrial development revenue bonds that have been issued.  These letters of credit guarantee principal and interest payments to the bondholders.  We currently have irrevocable letters of credit outstanding totaling approximately $9.8 million related to our outstanding industrial development revenue bonds.  These letters of credit have varying terms but may be renewed at the option of the issuing banks.

Certain wholly owned domestic subsidiaries have guaranteed the indebtedness of Universal Forest Products, Inc. in certain debt agreements, including the Series 2012 Senior Notes and our revolving credit facility.  The maximum exposure of these guarantees is limited to the indebtedness outstanding under these debt arrangements and this exposure will expire concurrent with the expiration of the debt agreements.

We did not enter into any new guarantee arrangements during the second quarter of 2016 which would require us to recognize a liability on our balance sheet.

F.
BUSINESS COMBINATIONS

We completed the following acquisitions in fiscal 2016 and 2015 which were accounted for using the purchase method (in thousands):

10

UNIVERSAL FOREST PRODUCTS, INC.

Company Name
Acquisition Date
Purchase Price
Intangible Assets
Net Tangible Assets
Operating
Segment
Business Description
Packnet Ltd (“Packnet”)
November 24, 2014
(majority interest)
April 15, 2016
(minority interest)

$9,383
cash paid for asset purchase
$7,885
$1,498
West
A supplier of industrial packaging and services based in Eagan, MN. Packnet had annual sales of $9.6 million.
Capital Components & Millwork, Inc. ("CCM")
April 15, 2016
$1,682
cash paid for asset purchase
$205
assumed liability
$—
$1,887
North
A producer of doors and trim for customers in the greater Washington, D.C., metro area and Virginia. CCM had approximately $16.6 million in annual sales.
Rapid Wood Mfg., LLC (“Rapid Wood”)
February 2, 2015
$1,638
cash paid for asset purchase
$789
$849
West
A supplier of lumber products to the region’s manufactured housing and recreational vehicle industries based in Caldwell, Idaho. Rapid Wood had annual sales of $3.5 million in 2015.
Integra Packaging Proprietary, Ltd (“Integra Packaging”)
January 16, 2015
$1,102
cash paid for 51.94% stock purchase
$1,406
(The Company portion of Intangible Assets $730 or 51.94%)
$715
(The Company portion of Net Tangible Assets $372 or 51.94%)
All Other
An Australian-based manufacturer and distributor of industrial wood specialty packaging products. Integra Packaging had annual sales of $7.6 million in 2015.

The intangible assets for each acquisition were finalized and allocated to their respective identifiable intangible asset and goodwill accounts during 2016.


G.
SEGMENT REPORTING

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

The Company operates manufacturing, treating and distribution facilities throughout North America, but primarily in the United States. The Company manages the operations of its individual locations primarily through a geographic reporting structure under which each location is included in a region and regions are included in our North, South, and West divisions. The exceptions to this geographic reporting and management structure are (a) the Company's Alternative Materials Division, which offers a portfolio of non-wood products and distributes those products nation-wide and (b) the Company's distribution unit (referred to as UFPD) which distributes a variety of products to the manufactured housing industry and is accounted for as a reporting unit within the North segment.

With respect to the facilities in the north, south, and west segments, these facilities generally supply the three markets the Company serves nationally - Retail, Industrial, and Construction. Also, substantially all of our facilities support customers in the immediate geographical region surrounding the facility.
Our Alternative Materials and International divisions have been included in the “All Other” column of the table below.  The “Corporate” column includes unallocated administrative costs and certain incentive compensation expense.




11

UNIVERSAL FOREST PRODUCTS, INC.

 
Three Months Ended June 25, 2016
 
North
South
 
West
 
All Other
 
Corporate
 
Total
Net sales to outside customers
$
288,185

194,425

 
$
326,619

 
$
62,864

 
$

 
$
872,093

Intersegment net sales
14,638

9,860

 
21,015

 
6,535

 

 
52,048

Segment operating profit
19,136

13,794

 
21,153

 
6,021

 
(6,439
)
 
53,665


 
Three Months Ended June 27, 2015
 
North
South
 
West
 
All Other
 
Corporate
 
Total
Net sales to outside customers
$
281,333

185,497

 
$
309,511

 
$
61,830

 
$

 
$
838,171

Intersegment net sales
14,510

7,604

 
15,476

 
4,566

 

 
42,156

Segment operating profit
16,394

7,997

 
18,272

 
2,997

 
(1,472
)
 
44,188


 
Six Months Ended June 25, 2016
 
North
South
 
West
 
All Other
 
Corporate
 
Total
Net sales to outside customers
$
490,910

359,524

 
$
604,207

 
$
99,603

 
$

 
$
1,554,244

Intersegment net sales
27,752

19,051

 
43,271

 
11,985

 

 
102,059

Segment operating profit (loss)
28,425

25,930

 
38,472

 
8,582

 
(15,834
)
 
85,575


 
Six Months Ended June 27, 2015
 
North
South
 
West
 
All Other
 
Corporate
 
Total
Net sales to outside customers
$
460,832

349,692

 
$
567,090

 
$
93,581

 
$

 
$
1,471,195

Intersegment net sales
24,319

14,803

 
25,102

 
8,463

 

 
72,687

Segment operating profit
19,105

13,999

 
28,790

 
1,850

 
(1,693
)
 
62,051


H.
INCOME TAXES

Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for state and local income taxes and permanent tax differences.  Our effective tax rate was 35.3% in the second quarter of 2016 compared to 37.4% for same period of 2015.  Our effective tax rate was 35.0% in the first six months of 2016 compared to 37.0% in 2015, primarily due to the extension of the research & development tax credit along with other credits that Congress did not extend until the end of 2015, which are not reflected in the 2015 second quarter and first six month's tax rates.

I.
SUBSEQUENT EVENTS    

Subsequent to our financial statement close date of June 25, 2016 and prior to our filing date of July 27, 2016, we completed the acquisition of Idaho Western Inc., for approximately $11 million. Idaho Western Inc. had $21 million in 2015 annual sales and supplies customers in the Northwest with products ranging from lumber and plywood to siding and doors.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Universal Forest Products, Inc. is a holding company that provides capital, management and administrative resources to subsidiaries that supply wood, wood composite and other products to three markets: retail, industrial, and construction. 

12

UNIVERSAL FOREST PRODUCTS, INC.

Founded in 1955, the Company is headquartered in Grand Rapids, Mich., with affiliates throughout North America and Australia. For more about Universal Forest Products, go to www.ufpi.com.

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act, as amended, that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the markets we serve, the economy and the Company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” “likely,” “plans,” “projects,” “should,” variations of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. The Company does not undertake to update forward-looking statements to reflect facts, circumstances, events, or assumptions that occur after the date the forward-looking statements are made. Actual results could differ materially from those included in such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty. Among the factors that could cause actual results to differ materially from forward-looking statements are the following: fluctuations in the price of lumber; adverse or unusual weather conditions; adverse economic conditions in the markets we serve; government regulations, particularly involving environmental and safety regulations; and our ability to make successful business acquisitions. Certain of these risk factors as well as other risk factors and additional information are included in the Company's reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission. We are pleased to present this overview of 2016 results.



OVERVIEW

Our results for the second quarter of 2016 were impacted by the following:

Our gross sales increased by 4% compared to the second quarter of 2015, which was comprised of a 3% increase in unit sales and a 1% increase in selling prices due to the commodity lumber market (See Historical Lumber Prices).  Our unit sales increased to the retail and construction markets and more than offset a decline in unit sales to the industrial market.
Our operating profits increased by over 21%, and our operating profit as a percentage of net sales increased to 6.2% from 5.3%, comparing the second quarter of 2016 and 2015, respectively. These improvements primarily resulted from a combination of organic unit sales growth and leveraging fixed costs, favorable improvements in product sales mix, and opportunistic buying resulting in lower lumber costs relative to our selling prices in certain product lines.

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:


13

UNIVERSAL FOREST PRODUCTS, INC.

 
Random Lengths Composite
Average $/MBF
 
2016
 
2015
January
$
316

 
$
375

February
310

 
358

March
321

 
336

April
345

 
334

May
356

 
315

June
353

 
328

 
 
 
 
Second quarter average
$
351

 
$
326

Year-to-date average
$
334

 
$
341

 
 
 
 
Second quarter percentage change
7.7
 %
 
 

Year-to-date percentage change
(2.1
)%
 
 


In addition, a Southern Yellow Pine ("SYP") composite price, which we prepare and use, is presented below.  Our purchases of this species comprises approximately 46% and 45% of total lumber purchases through the first six months of 2016 and 2015, respectively.


 
Random Lengths SYP
Average $/MBF
 
2016
 
2015
January
$
358

 
$
408

February
357

 
399

March
366

 
393

April
389

 
400

May
397

 
368

June
382

 
354

 
 
 
 
Second quarter average
$
389

 
$
374

Year-to-date average
$
375

 
$
387

 
 
 
 
Second quarter percentage change
4.0
 %
 
 

Year-to-date percentage change
(3.1
)%
 
 

IMPACT OF THE LUMBER MARKET ON OUR OPERATING RESULTS

We generally price our products to pass lumber costs through to our customers so that our profitability is based on the value-added manufacturing, distribution, engineering, and other services we provide.  As a result, our sales levels (and working capital requirements) are impacted by the lumber costs of our products.  Our material costs as a percentage of sales were 66.9% and 69.8% as of June 25, 2016, and June 27, 2015, respectively, and lumber comprises approximately 59% of material costs. 

Our gross margins are impacted by (1) the relative level of the Lumber Market (i.e. whether prices are higher or lower from comparative periods), and (2) the trend in the market price of lumber (i.e. whether the price of lumber is increasing or decreasing within a period or from period to period). Moreover, as explained below, our products are priced differently.  Some of our products have fixed selling prices, while the selling prices of other products are indexed to the reported Lumber Market with a fixed dollar adder to cover conversion costs and profits.  Consequently, the level and trend of the Lumber Market impact our products differently.
 

14

UNIVERSAL FOREST PRODUCTS, INC.

Below is a general description of the primary ways in which our products are priced.
 
Products with fixed selling prices.  These products include value-added products such as deck components and fencing sold to retail customers, as well as trusses, wall panels and other components sold to the construction market, and most industrial packaging products.  Prices for these products are generally fixed at the time of the sales quotation for a specified period of time or are based upon a specific quantity.  In order to maintain margins and reduce any exposure to adverse trends in the price of component lumber products, we attempt to lock in costs with our suppliers for these sales commitments.  Also, the time period and quantity limitations generally allow us to re-price our products for changes in lumber costs from our suppliers.
Products with selling prices indexed to the reported Lumber Market with a fixed dollar "adder" to cover conversion costs and profits.  These products primarily include treated lumber, remanufactured lumber, and trusses sold to the manufactured housing industry.  For these products, we estimate the customers' needs and we carry anticipated levels of inventory.  Because lumber costs are incurred in advance of final sale prices, subsequent increases or decreases in the market price of lumber impact our gross margins.  For these products, our margins are exposed to changes in the trend of lumber prices. 
Changes in the trend of lumber prices have their greatest impact on the following products:
Products with significant inventory levels with low turnover rates, whose selling prices are indexed to the Lumber Market.  In other words, the longer the period of time these products remain in inventory, the greater the exposure to changes in the price of lumber. This would include treated lumber, which comprises approximately 20% of our total sales.  This exposure is less significant with remanufactured lumber, trusses sold to the manufactured housing market, and other similar products, due to the higher rate of inventory turnover.  We attempt to mitigate the risk associated with treated lumber through vendor consignment inventory programs.  (Please refer to the “Risk Factors” section of our annual report on form 10-K, filed with the United States Securities and Exchange Commission.)
Products with fixed selling prices sold under long-term supply arrangements, particularly those involving multi-family construction projects.  We attempt to mitigate this risk through our purchasing practices by locking in costs.
 
In addition to the impact of the Lumber Market trends on gross margins, changes in the level of the market cause fluctuations in gross margins when comparing operating results from period to period. This is explained in the following example, which assumes the price of lumber has increased from period one to period two, with no changes in the trend within each period.
 
 
Period 1
 
Period 2
Lumber cost
$
300

 
$
400

Conversion cost
50

 
50

 = Product cost
350

 
450

Adder
50

 
50

 = Sell price
$
400

 
$
500

Gross margin
12.5
%
 
10.0
%

As is apparent from the preceding example, the level of lumber prices does not impact our overall profits, but does impact our margins.  Gross margins are negatively impacted during periods of high lumber prices; conversely, we experience margin improvement when lumber prices are relatively low.

BUSINESS COMBINATIONS

We completed one business acquisition during the first six months of 2016 and two during all of 2015. The annual revenue attributable to the acquisitions completed in 2016 and 2015 was approximately $16.6 million and $11.1 million, respectively. These business combinations were not significant to our operating results individually or in aggregate and thus pro forma results for 2015 are not presented.

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


15

UNIVERSAL FOREST PRODUCTS, INC.


RESULTS OF OPERATIONS

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

 
Three Months Ended
Six Months Ended
 
June 25, 2016
June 27, 2015
June 25, 2016
June 27, 2015
Net sales
100.0
%
100.0
%
100.0
%
100.0
%
Cost of goods sold
84.9

86.6

84.9

87.0

Gross profit
15.1

13.4

15.1

13.0

Selling, general, and administrative expenses
8.9

8.2

9.6

8.8

Net gain on disposition  and impairment of assets




Earnings from operations
6.2

5.3

5.5

4.2

Other expense (income), net
0.1

0.2

0.1

0.2

Earnings before income taxes
6.1

5.1

5.4

4.0

Income taxes
2.1

2.0

1.9

1.5

Net earnings
3.9

3.2

3.5

2.6

Less net earnings attributable to noncontrolling interest
(0.1
)
(0.1
)
(0.1
)
(0.1
)
Net earnings attributable to controlling interest
3.8
%
3.1
%
3.4
%
2.5
%
 
Note: Actual percentages are calculated and may not sum to total due to rounding.
 
GROSS SALES

We design, manufacture and market wood and wood-alternative products for national home centers and other retailers; engineered wood components, structural lumber, and other products for manufactured housing, residential and commercial construction; and specialty wood packaging, components and packing materials for various industries.  Our long-term sales objectives include:

Diversifying our end market sales mix by increasing sales of specialty wood packaging to industrial users, increasing our penetration of the commercial construction market, increasing our sales of engineered wood components and complimentary products for custom home, multi-family, military and light commercial construction, and increasing our market share with independent retailers.
Expanding geographically in our core businesses, domestically and internationally.
Increasing sales of “value-added” products, which primarily consist of fencing, decking, lattice, and other specialty products sold to the retail market, specialty wood packaging, engineered wood components, and “wood alternative” products. Engineered wood components include roof trusses, wall panels, and floor systems.  Wood alternative products consist primarily of composite wood and plastics. Although we consider the treatment of dimensional lumber with certain chemical preservatives a value-added process, treated lumber, which comprises approximately 20% of our total sales, is not presently included in value-added sales.
Developing new products and expanding our product offering for existing customers.  New product sales were $91.2 million in the second quarter of 2016 compared to $83.6 million during the second quarter of 2015.  New product sales year-to-date for 2016 and 2015 were $160.7 million and $135.6 million, respectively. Certain prior year product reclassifications resulted in an increase in new product sales in 2015.
Maximizing unit sales growth while achieving return on investment goals.
 
The following table presents, for the periods indicated, our gross sales and percentage change in gross sales by market classification.


16

UNIVERSAL FOREST PRODUCTS, INC.

(in thousands)
Three Months Ended
Six Months Ended
Market Classification
June 25, 2016
June 27, 2015
% Change
June 25, 2016
June 27, 2015
% Change
Retail
$
406,738

$
378,357

7.5

$
677,481

$
609,804

11.1

Industrial
231,388

238,372

(2.9
)
435,632

448,388

(2.8
)
Construction
249,261

234,112

6.5

468,138

434,418

7.8

Total Gross Sales
887,387

850,841

4.3

1,581,251

1,492,610

5.9

Sales Allowances
(15,294
)
(12,670
)
20.7

(27,007
)
(21,415
)
26.1

Total Net Sales
$
872,093

$
838,171

4.0

$
1,554,244

$
1,471,195

5.6


Note: During 2016, certain customers were reclassified to a different market.  Prior year information has been restated to reflect these changes.

Gross sales in the second quarter of 2016 increased over 4% compared to the same period of 2015, due to a 3% increase in unit sales and a 1% increase in selling prices primarily due to the Lumber Market.

Gross sales in the first six months of 2016 increased 6% compared to the same period of 2015, due to a 7% increase in unit sales offset by a 1% decrease in overall selling prices primarily due to the Lumber Market.

Changes in our gross sales by market are discussed below.

Retail:

Gross sales to the retail market increased 7.5% in the second quarter of 2016 compared to the same period of 2015, due to a 5% increase in unit sales and a 3% increase in selling prices.  Within this market, sales to our big box customers increased over 8% and sales to other retailers increased almost 6%. Our retail customers have benefited from improving consumer demand, as evidenced by their reported increases in same store sales. In addition, we gained market share with certain customers and increased our sales of new products with these customers. Our rate of unit sales growth declined from our first quarter to our second quarter in 2016, which we believe was due to the impact of favorable weather early in the year driving demand.

Gross sales to the retail market increased by over 11% in the first six months of 2016 compared to the same period of 2015, due to a 10% increase in unit sales and a 1% increase in overall selling prices.  Within this market, sales to our big box customers increased over 12% while our sales to other retailers increased 9% due to the same factors discussed above.
 
Industrial:

Gross sales to the industrial market decreased approximately 3% in the second quarter of 2016 compared to the same period of 2015, resulting from a 2% decrease in unit sales and a 1% decrease in selling prices. We believe that demand of our existing customers has softened in 2016 as evidenced by a reported decline in U.S. industrial production due, in part, to a strong U.S. dollar and reduction of exports. In addition, we have been more selective in the business that we pursue by being more focused on higher margin value-added products.
 
Gross sales to the industrial market decreased approximately 3% in the first six months of 2016 compared to the same period of 2015, due to a 1% increase in unit sales offset by a 4% decrease in selling prices. The overall decrease was primarily due to the same factors discussed above.

Construction:

Gross sales to the construction market increased over 6% in the second quarter of 2016 compared to 2015.  The increase was due to a 5% increase in unit sales and a 1% increase in our selling prices.  Our increase in unit sales was driven by a 10% increase to residential construction customers, a 4% increase to commercial construction customers, offset by a 1% decrease to manufactured housing customers. By comparison (and based upon various industry publications):
Non-residential construction activity in April and May increased approximately 1.6%.
National housing starts increased approximately 6.7% in the period from March through May 2016 (our sales trail housing starts by about a month) compared to the same period of 2015.
Production of HUD-code homes in April and May 2016 were up 13.3% compared to 2015.
Modular home production increased by 11.7% in the first quarter of 2016 compared to the same period in 2015.


17

UNIVERSAL FOREST PRODUCTS, INC.


Gross sales to the construction market increased approximately 8% in the first six months of 2016 compared to the same period of 2015, due to a 9% increase in unit sales, offset by a 1% decrease in selling prices. Our increase in unit sales was primarily due to the same reasons discussed above.


Value-Added and Commodity-Based Sales:

The following table presents, for the periods indicated, our percentage of value-added and commodity-based sales to total sales.  Value-added products generally carry higher gross margins than our commodity-based products.
 
 
Three Months Ended
 
Six Months Ended
 
June 25, 2016
 
June 27, 2015
 
June 25, 2016
 
June 27, 2015
Value-Added
60.3
%
 
59.4
%
 
60.6
%
 
58.7
%
Commodity-Based
39.7
%
 
40.6
%
 
39.4
%
 
41.3
%

COST OF GOODS SOLD AND GROSS PROFIT


Our gross margin increased to 15.1% from 13.4% comparing the second quarter of 2016 to the same period of 2015.  Our gross profit dollars increased by $19.0 million, or 16.9%, which compares favorably to our 3% increase in unit sales.  The improvement in our profitability in the second quarter of 2016 was attributable to the following factors:

$2.1 million of our gross profit increase was due to unit sales growth and a slight improvement in margin on sales to our residential construction customers.
$11.4 million of our gross profit increase was attributable to our unit sales growth to the retail market and an improvement in margin on these sales due, in part, to new products.
$2.5 million of our gross profit improvement was due to margin improvements on our sales to the industrial market resulting from improvements in our sales mix of more value-added products and lower lumber costs from opportunistic buying relative to our selling prices.

Our gross profit margin increased to 15.1% from 13.0% comparing the first six months of 2016 to the same period of 2015.  Our gross profit dollars increased by $42.2 million, or 22.0%, which compares favorably to our 7% increase in unit sales. This improvement is primarily due to the same factors discussed above. 
 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses increased by approximately $9.3 million, or 13.6%, in the second quarter of 2016 compared to the same period of 2015, while we reported a 3% increase in unit sales.  The increase in SG&A was primarily due to a $2.9 million increase in compensation and benefit costs, a $4.2 million increase in incentive and accrued bonus compensation resulting from an improvement in our profitability, and several other smaller increases driven, in part, by our unit sales growth.
 
Selling, general and administrative ("SG&A") expenses increased by approximately $18.5 million, or 14.2%, in the first six months of 2016 compared to the same period of 2015, while we reported a 7% increase in unit sales.  SG&A expenses were impacted in the first six months of 2016 by the same factors discussed above.

Our "core" SG&A expenses, excluding accrued bonus expense, were $62.4 million and $64.2 million in the first and second quarters of 2016, respectively.

INTEREST, NET

Net interest costs were lower in the second quarter of 2016 compared to the same period of 2015, due to lower debt levels in 2016.

INCOME TAXES


18

UNIVERSAL FOREST PRODUCTS, INC.

Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for state and local income taxes and permanent tax differences.  Our effective tax rate was 35.3% in the second quarter of 2016 compared to 37.4% for same period of 2015.  Our effective tax rate was 35.0% in the first six months of 2016 compared to 37.0% in 2015, primarily due to the extension of the research & development tax credit along with other credits that Congress did not extend until the end of 2015, which are not reflected in the 2015 second quarter and first six month's tax rates.

SEGMENT REPORTING

The following table presents, for the periods indicated, our net sales and earnings from operations by reportable segment.
 
 
 
Net Sales
 
Earnings from Operations
(in thousands)
 
Three Months Ended
 
Three Months Ended
 
 
June 25, 2016
June 27, 2015
$ Change
% Change
 
June 25, 2016
June 27, 2015
$ Change
% Change
North
 
$
288,185

$
281,333

$
6,852

2.4
%
 
$
19,136

$
16,394

$
2,742

16.7
 %
South
 
194,425

185,497

8,928

4.8
%
 
13,794

7,997

5,797

72.5
 %
West
 
326,619

309,511

17,108

5.5
%
 
21,153

18,272

2,881

15.8
 %
All Other
 
62,864

61,830

1,034

1.7
%
 
6,021

2,997

3,024

100.9
 %
Corporate1
 





 
(6,439
)
(1,472
)
(4,967
)
(337
)%
Total
 
$
872,093

$
838,171

$
33,922

4.0
%
 
$
53,665

$
44,188

$
9,477

21.4
 %
 
 
Net Sales
 
Earnings from Operations
(in thousands)
 
Six Months Ended
 
Six Months Ended
 
 
June 25, 2016
June 27, 2015
$ Change
% Change
 
June 25, 2016
June 27, 2015
$ Change
% Change
North
 
$
490,910

$
460,832

$
30,078

6.5
%
 
$
28,425

$
19,105

$
9,320

48.8
 %
South
 
359,524

349,692

9,832

2.8
%
 
25,930

13,999

11,931

85.2
 %
West
 
604,207

567,090

37,117

6.5
%
 
38,472

28,790

9,682

33.6
 %
All Other
 
99,603

93,581

6,022

6.4
%
 
8,582

1,850

6,732

363.9
 %
Corporate1
 





 
(15,834
)
(1,693
)
(14,141
)
(835.3
)%
Total
 
$
1,554,244

$
1,471,195

$
83,049

5.6
%
 
$
85,575

$
62,051

$
23,524

37.9
 %

1Corporate primarily represents over (under) allocated administrative costs and accrued bonus expense. During the first six months of 2015, Corporate had a more significant over allocation of costs.

North

 
North Segment by Market
(in thousands)
Three Months Ended
Six Months Ended
Market Classification
June 25, 2016
June 27, 2015
% Change
June 25, 2016
June 27, 2015
% Change
Retail
$
152,643

$
147,755

3.3

$
237,447

$
214,715

10.6

Industrial
32,003

33,523

(4.5
)
60,986

63,003

(3.2
)
Construction
109,739

105,600

3.9

202,004

191,114

5.7

Total Gross Sales
294,385

286,878

2.6

500,437

468,832

6.7

Sales Allowances
(6,200
)
(5,545
)
11.8

(9,527
)
(8,000
)
19.1

Total Net Sales
$
288,185

$
281,333

2.4

$
490,910

$
460,832

6.5



19

UNIVERSAL FOREST PRODUCTS, INC.

Net sales attributable to the North reportable segment increased in the second quarter of 2016 compared to 2015 due to increases in sales to our retail and construction markets, offset by a decrease in sales to our industrial customers due to the same factors discussed under "Gross Sales".

Earnings from operations for the North reportable segment increased in the second quarter of 2016 by $2.7 million, or 16.7%, due to the growth in our sales to retail and construction customers and margin improvements achieved due to a more favorable product sales mix, a decline in lumber costs on products we sell with fixed selling prices to industrial customers, and being more selective in the business we pursue as we focus on higher margin, value-added products. These improvements were offset by a 9.4% increase in our SG&A expenses from 2015 to 2016.

Net sales attributable to the North reportable segment increased in the first six months of 2016 compared to 2015 due to an increase in sales to our retail and construction markets, offset by a decrease in sales to our industrial customers due to the same factors discussed under "Gross Sales".

Earnings from operations for the North reportable segment increased in the first six months of of 2016 by $9.3 million, or 48.8%, due to the growth in our sales to retail and construction customers and margin improvements due to the same factors discussed above. These improvements were offset by a 9.0% increase in our SG&A expenses from 2015 to 2016.


South

 
South Segment by Market
(in thousands)
Three Months Ended
Six Months Ended
Market Classification
June 25, 2016
June 27, 2015
% Change
June 25, 2016
June 27, 2015
% Change
Retail
$
92,123

$
87,120

5.7
 %
$
163,982

$
157,934

3.8
 %
Industrial
65,162

66,830

(2.5
)%
125,249

131,028

(4.4
)%
Construction
41,180

35,038

17.5
 %
77,432

66,995

15.6
 %
Total Gross Sales
198,465

188,988

5.0
 %
366,663

355,957

3.0
 %
Sales Allowances
(4,040
)
(3,491
)
15.7
 %
(7,139
)
(6,265
)
14.0
 %
Total Net Sales
$
194,425

$
185,497

4.8
 %
$
359,524

$
349,692

2.8
 %


Net sales attributable to the South reportable segment increased in the second quarter of 2016 compared to 2015 due to an increase in sales to our retail and construction markets, offset by a decrease in sales to our industrial customers due to the same factors discussed under "Gross Sales".

Earnings from operations for the South reportable segment increased in the second quarter of 2016 by $5.8 million, or 72.5%, due to the growth in our sales to retail and construction customers and margin improvements resulting from improvements in our sales mix of more higher margin, value-added products.

Net sales attributable to the South reportable segment increased in the first six months of 2016 compared to 2015 due to an increase in sales to our retail and construction markets, offset by a decrease in sales to our industrial customers due to the same factors discussed under "Gross Sales".

Earnings from operations for the South reportable segment increased in the first six months of of 2016 by $11.9 million, or 85.2%, due to the growth in our sales to retail and construction customers and margin improvements due to the same factors discussed above.

West

20

UNIVERSAL FOREST PRODUCTS, INC.

 
West Segment by Market
(in thousands)
Three Months Ended
Six Months Ended
Market Classification
June 25, 2016
June 27, 2015
% Change
June 25, 2016
June 27, 2015
% Change
Retail
$
114,216

$
98,534

15.9
 %
$
199,495

$
170,081

17.3
 %
Industrial
118,786

121,351

(2.1
)%
224,304

227,721

(1.5
)%
Construction
98,339

93,472

5.2
 %
188,702

176,308

7.0
 %
Total Gross Sales
331,341

313,357

5.7
 %
612,501

574,110

6.7
 %
Sales Allowances
(4,722
)
(3,846
)
22.8
 %
(8,294
)
(7,020
)
18.1
 %
Total Net Sales
$
326,619

$
309,511

5.5
 %
$
604,207

$
567,090

6.5
 %


Net sales attributable to the West reportable segment increased in the second quarter of 2016 compared to 2015 due to an increase in sales to our retail and construction markets, offset by a decrease in sales to our industrial customers due to the same factors discussed under "Gross Sales".

Earnings from operations for the West reportable segment increased in the second quarter of 2016 by $2.9 million, or 15.8%, due to the growth in our sales to retail and construction customers and margin improvements. Our margin improved due to a more favorable product sales mix, a decline in lumber costs on products we sell with fixed selling prices to our industrial customers, and being more selective in the business we pursue as we focus on higher margin, value-added products. These improvements were offset by a 6.5% increase in SG&A expenses.

Net sales attributable to the West reportable segment increased in the first six months of 2016 compared to 2015 due to an increase in sales to our retail and construction markets, offset by a decrease in sales to our industrial customers due to the same factors discussed under "Gross Sales".

Earnings from operations for the West reportable segment increased in the first six months of of 2016 by $9.7 million, or 33.6%, due to the growth in our sales to retail and construction customers and margin improvements due to the same factors discussed above. These improvements were offset by a 8.4% increase in SG&A expenses during the first six months of 2016.
 
All Other

 
All Other Segment by Market
(in thousands)
Three Months Ended
Six Months Ended
Market Classification
June 25, 2016
June 27, 2015
% Change
June 25, 2016
June 27, 2015
% Change
Retail
$
47,756

$
44,949

6.2
 %
$
76,557

$
67,074

14.1
 %
Industrial
15,437

16,668

(7.4
)%
25,093

26,636

(5.8
)%
Construction
3

2

50.0
 %

1

(100.0
)%
Total Gross Sales
63,196

61,619

2.6
 %
101,650

93,711

8.5
 %
Sales Allowances
(332
)
211

(257.3
)%
(2,047
)
(130
)
1,474.6
 %
Total Net Sales
$
62,864

$
61,830

1.7
 %
$
99,603

$
93,581

6.4
 %


Net sales attributable to the All Other reportable segment increased in the second quarter of 2016 compared to 2015 due to a $2.8 million increase in sales to our retail market by our Consumer Products reporting unit, offset by a $1.2 million decrease in sales to our industrial customers by our Australian and Mexican subsidiaries.

Earnings from operations for the All Other reportable segment increased in the second quarter of 2016 by $3.0 million due to the growth in our sales to retail customers, margin improvements, and a decline in SG&A. Margin improvements were achieved through selective timing of raw material purchases, production efficiencies, and a decline in freight costs. SG&A expenses for the quarter decreased by 10.0% primarily due to gained integration efficiencies by our Australian subsidiary.


21

UNIVERSAL FOREST PRODUCTS, INC.

Net sales attributable to the All Other reportable segment increased in the first six months of 2016 compared to 2015 due to a $9.5 million increase in sales to our retail market by our Consumer Products operations, offset by a $1.5 million decrease in sales to our industrial customers by our Australian and Mexican subsidiaries.

Earnings from operations for the All Other reportable segment increased in the first six months of of 2016 by $6.7 million due to the same factors discussed above.


OFF-BALANCE SHEET TRANSACTIONS

We have no significant off-balance sheet transactions other than operating leases.
LIQUIDITY AND CAPITAL RESOURCES

The table below presents, for the periods indicated, a summary of our cash flow statement (in thousands):
 
 
Six Months Ended
 
June 25, 2016
 
June 27, 2015
Cash from operating activities
$
40,041

 
$
36,822

Cash used in investing activities
(29,686
)
 
(26,898
)
Cash (used in) from financing activities
(10,033
)
 
15,112

Effect of exchange rate changes on cash
(561
)
 
(280
)
Net change in cash and cash equivalents