View:
United States securities and exchange commission logo
December 21, 2020
Michael R. Cole
Chief Financial Officer
UFP Industries Inc.
2801 East Beltline NE
Grand Rapids, MI 49525
Re: UFP Industries Inc.
Form 10-K for the
Fiscal Year Ended December 28, 2019
Filed February 26,
2020
Form 8-K/A
Furnished October 22, 2020
File No. 000-22684
Dear Mr. Cole:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 28, 2019
Exhibit 13
Results of Operations, Gross Sales, page 8
1. We refer to your
presentation of Gross Sales throughout your filing and note it is not a
measure recognized
under GAAP. Please help us understand:
What Gross Sales
represents. For example, tell us if this amount represents the
amount invoiced to
your customers, the full retail price of your products, or some
other value;
How you considered
Item 10(e) of Regulation S-K and Regulation G;
How you analyze
trends in Gross Sales, aside from the changes based on overall
selling price versus
changes in units shipped; and
How Gross Sales is
useful to investors given that gross sales may not be realized in
the form of cash
receipts due to Sales Allowances.
Michael R. Cole
UFP Industries Inc.
December 21, 2020
Page 2
Form 8-K/A Furnished October 22, 2020
EBITDA Reconciliation (Unaudited)
2. It appears that you have made adjustments in calculating a non-GAAP
measure identified
as EBITDA beyond those which are typical (e.g., share based
compensation, impairments,
other non-cash gains / losses). Please revise to present EBITDA or
rename the non-GAAP
measure you have presented. For additional guidance, please refer to
Question 103.01 of
the Compliance and Disclosure Interpretations regarding Non-GAAP
Financial Measures.
Current Year's Sales Stated At Last Year's Selling Prices (Unaudited)
3. We note your presentation of 2020 sales and costs of goods sold
adjusted for last year's
lumber selling prices. We also note a similar presentation of Lumber
Market Adjusted
EBITDA Margin determined by restating 2016-2019 sales based upon 2015
lumber prices
in your Investor Presentation in your Form 8-K furnished on November
12, 2020. These
measures appear to substitute individually tailored recognition and
measurement methods
for those of GAAP. Please tell us how you considered the guidance in
Question 100.04 of
the Compliance and Disclosure Interpretations regarding Non-GAAP
Financial Measures
in concluding that these presentations are appropriate. Additionally,
this comment applies
to your presentation on page 7 of Exhibit 13 to your Form 10-K based
upon 2018 lumber
prices.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Melissa Gilmore at (202) 551-3777or Heather Clark at
(202) 551-3624
with any questions.
FirstName LastNameMichael R. Cole Sincerely,
Comapany NameUFP Industries Inc.
Division of
Corporation Finance
December 21, 2020 Page 2 Office of
Manufacturing
FirstName LastName