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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(X) Annual report under Section 13 or 15 (d) of the Securities Exchange Act of
1934. For the fiscal year period ended December 31, 1999 or
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the Transition period from ________ to _______
Commission file number 0-19335.
BUILDING MATERIALS HOLDING CORPORATION
Incorporated in the State of Delaware I.R.S. Employer Number 91-1834269
BUILDING MATERIALS HOLDING CORPORATION
One Market Plaza, Steuart Tower, Ste 2650, San Francisco, CA 94105
Telephone: (415)227-1650
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
-----------------------------
Title of class
Indicate by check mark 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 ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ____X_____
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of the close of business on
March 20, 2000 was $68,249,141,.*
* Excludes 5,010,642 shares of Common Stock held by directors, officers, and
holders of more than 5% of the Company's shares outstanding at March 20,
2000. Exclusion of shares held by any person should not be construed to
indicate that such person possesses the power, direct or indirect, to
direct or cause the direction of the management or policies of the
Registrant, or that such person is controlled by or under common control
with the Registrant.
Shares Outstanding
Class as of March 20, 2000
----- --------------------
Common Stock
$.001 par value 12,700,686
Documents Incorporated by reference
-----------------------------------
Listed hereunder are the documents any portions of which are incorporated by
reference and the Parts of this Form 10-K into which such portions are
incorporated:
1. The registrant's annual report for the fiscal year ended December 31, 1999,
portions of which are incorporated by reference into Parts II and IV of
this Form 10-K, and
2. The registrant's definitive proxy statement dated April 1, 2000, for use in
connection with the annual meeting of shareholders to be held on May 4,
2000, portions of which are incorporated by reference into Part III of this
Form 10-K.
BUILDING MATERIALS HOLDING CORPORATION
TABLE OF CONTENTS
PART I
Item Page
- ---- ----
1. Business 1
2. Properties 12
3. Legal Proceedings 14
4. Submission of Matters to a Vote of Security Holders 14
PART II
5. Market for Registrant's Common Stock and Related
Stockholder Matters 15
6. Selected Financial Data 16
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 17
8. Financial Statements and Supplementary Data 17
9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 18
PART III
10. Directors and Executive Officers of the Registrant 19
11. Executive Compensation 19
12. Security Ownership of Certain Beneficial Owners and
Management 19
13. Certain Relationships and Related Transactions 19
PART IV
14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 28
PART I.
ITEM 1. BUSINESS
INTRODUCTION
Statements contained in this Annual Report on Form 10-K constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Given these
uncertainties, prospective investors are cautioned not to place undue reliance
on such forward-looking statements. We disclaim any obligation to update any
such factors or to publicly announce the results of any revisions to any of the
forward-looking statements contained in the Annual Report on Form 10-K.
BUSINESS
Building Materials Holding Corporation ("BMHC") is a holding company engaged,
through its wholly owned subsidiaries, BMC West Corporation ("BMC West") and
BMHC Framing, Inc. ("Framing") in the distribution of building materials and
services, selling primarily to professional contractors and builders as well as
to project-oriented consumers (including professional repair and remodel
contractors hired by them). BMHC was formed to centralize, at the holding
company, responsibilities for acquisitions, financial and administrative
functions - including strategic, financial and capital planning, corporate
governance and investor relations activities. In addition, the holding company
structure is intended to focus operational management on day-to-day activities,
to give local management more focused responsibility and enhance the opportunity
to recommend the introduction of new products or services appropriate for a
given market.
BMC West is a leading provider of building materials products and services,
selling primarily to professional contractors and builders through 53 centers in
California, Colorado, Idaho, Montana, Nevada, Oregon, Texas, Utah, Washington
and Wyoming. Framing holds a 49% equity interest in Knipp Brothers Industries,
LLC and KBI Distribution LLC, (collectively "KBI") a framing contractor and a
distribution operation, respectively, in the Phoenix and Tucson, Arizona and Las
Vegas, Nevada markets. In recent years we have increased our sales of higher
margin value-added products. As a result, our gross margins have increased each
year since 1992. We fabricate roof and floor trusses, purchase and pre-assemble
doors and millwork and select and distribute pre-assembled windows, each of
which we customize to, or select based on, customer specifications. Through our
interest in KBI we participate in the framing market and with our recent
acquisition of Royal Door we participate in the manufacture and installation of
pre-hung doors and millwork in multi-family and light commercial projects. Our
offering of value-added products and services both augments our ability to
supply contractors with a full range of their building materials needs and
reduces our sensitivity to commodity wood product prices.
BMC West targets primarily professional contractors and builders engaged in
residential construction and, to a lesser extent, light commercial and
industrial construction. We focus on developing and maintaining strong
relationships with regional and local contractors, developers, builders,
architects and engineers. Professional contractors and builders generally are
high-volume, repeat customers who require on-time job site delivery, volume
purchasing, trade credit
and other specialized services typically not offered by large home center
retailers. We, therefore, do not compete directly against do-it-yourself
retailers, such as Home Depot and Lowe's, who do not offer the broad range of
services that we provide, and who generally sell in smaller quantities and are
focused on the retail consumer. We also target the repair and remodel market
which consists of consumers and contractors involved in major home improvement
projects.
Our 53 centers offer products and services that are designed to meet the needs
of professional contractors and builders. In addition, each of our centers
tailors its product and service mix to meet the demands of its local market. Our
products include the following:
- - lumber and panel - pre-assembled windows - engineered wood products
products
- - pre-hung doors and - roofing materials - paint
millwork
- - roof and floor trusses - cabinets - hardware
and wall panels
We believe that our focus on service is a key factor that distinguishes us from
many of our competitors. We have developed a variety of specialty services in
order to help our customers build high quality and cost effective projects. We
employ highly experienced, service-oriented sales people who advise contractors
at their job sites and offices or at our centers. As a result of our enhanced
product knowledge and training, our sales people are often sought out by our
customers for design and product recommendations, instruction and job site
assistance. Our high quality service, together with our contractor-focused
product offerings, have allowed our sales staff of approximately 700 employees
to develop long-term relationships with local professional contractors and
builders and to generate a large volume of repeat and referral business.
Our specialty services cater to professional contractors and builders and
typically are not offered at large home center retailers. These services
include:
o advice regarding project designs and materials specifications, such as
the use of pre-engineered wood products to reduce total building
costs;
o accurate estimates of materials costs on which contractors can base
bids;
o just-in-time delivery of complete home framing packages to job sites;
o provision of trade credit to pre-approved contractors;
o referral of customers to pre-qualified contractors;
o monitoring and evaluating innovations in product design in order to
provide customers with information and instruction;
o use of design and engineering software to ensure our products will fit
precisely into a constructed building; and
o installation of windows, doors and insulation in some local markets.
INDUSTRY OVERVIEW
Building materials distributors generally concentrate on serving either
professional contractors and builders or price-oriented retail consumers.
Contractor-oriented building materials distributors, like us, tend to focus on
contractors and project-oriented consumers and they compete principally on the
basis of:
o service
o product quality and availability
2
o on-time delivery
o credit availability
o price
Home center retailers, on the other hand, target the mass consumer market, in
which competition is based principally on price, merchandising, location and
cooperative advertising. Typically, contractor-oriented distributors offer a
greater range of services and a range of high quality building products more
specifically targeted towards professional building contractors than home center
retailers. Customer loyalty is a key attribute of the contractor-oriented
building materials industry because professional contractors and builders
typically use the same building materials suppliers for most of their projects.
The contractor-oriented building materials distribution industry is
characterized by a large number of privately owned, small, regional distribution
companies and single-site enterprises. These businesses are typically family
run, relationship-based operations. Many of these businesses do not possess
sophisticated working capital management and control systems and generally lack
the purchasing expertise of a large entity, such as BMHC.
The building materials distribution industry is linked to the economic cycles
and seasonality associated with the home building industry. Construction
expenditures are largely a function of new residential, commercial and
industrial building demand and repair and remodeling projects undertaken.
Residential construction is closely linked to new job formation, household
formation, interest rates, housing affordability, availability of mortgage
financing, regional demographics and consumer confidence. Commercial
construction is significantly affected by vacancy and absorption rates, interest
rates, long-term regional economic outlooks and the availability of financing.
Industrial construction expenditures are linked to the industrial economic
outlook, corporate profitability, interest rates and capacity utilization. In
difficult economic environments, repair and remodeling expenditures generally
represent a greater percentage of housing construction expenditures as new
housing starts decline. BMHC centers target participants in all of these
sectors, although economic conditions frequently dictate which sector they may
emphasize at a given time.
GEOGRAPHIC MARKETS
We believe that we are well positioned in some of the most attractive markets
for building materials in the United States. Population and migration trends in
the Western markets served by us, as well as the relative strength of many of
the local economies we serve, have resulted in the growth of residential housing
in these markets.
OPERATING STRATEGY
We seek to maximize our sales per building permit by offering our customers a
full range of products they need to complete a project. A significant portion of
our sales to contractors and builders consists of complete home framing
packages, which typically include framing lumber, trim packages, pre-hung doors
and millwork, roof and floor trusses, pre-assembled windows and
3
other products required to construct or improve a home. We will continue to
explore new products and services that we can add to our home framing packages
and to promote our existing products to additional customers. We believe we can
thereby leverage our existing customer base by increasing the number of products
we sell to them for each project.
Our strategic plan is to continue to increase sales of value-added products as a
percentage of total sales and reduce sales of commodity wood products as a
percentage of total sales. Our company-fabricated or pre-assembled value-added
products are currently available in approximately 87% of our centers. We plan to
continue to expand the availability of our company-fabricated or pre-assembled
products to every supply center in which market demand justifies the expansion.
We also continually evaluate the introduction of new value-added products, as
exemplified by our addition of building framing to our value-added product
offering through our equity interest in KBI. Local managers have introduced such
specialty services as window, door, wall panel and insulation installation to
meet local customers' needs. The installation of our products by our employees
tends to allow professional contractors or builders to reduce their on-site
labor costs. We will continue to expand these and other specialty services where
appropriate.
We grant our local managers substantial autonomy and responsibility to best
address customer needs in their markets. A distributor's reputation is often
determined at the local level, where product availability and knowledgeable
customer service are critical. Our local managers are responsible for optimizing
business activities in their markets, including managing local sales personnel,
configuring and maintaining local inventory levels, identifying potential
customers for targeted marketing efforts and developing local service and
product options. Our compensation system for location management has significant
incentive features based on local earnings and efficient working capital
management at the local level. We seek to expand our sales by capitalizing on
our reputation for quality and dependability with our existing customers, who
view us as the provider of choice in their respective markets, to attract new
customers and to increase our sales to existing customers.
Our total quality management program defines quality as providing the best
products and services at the right place at the right time. The program provides
an environment to encourage employees to identify cost reduction and margin
improvement opportunities, empowers employees to make significant contributions
and work together as a team, and measures our performance and follow-through on
improvement efforts. Quality teams at our facilities seek to make specific,
measurable improvements in our critical processes, including order processing,
inventory control, delivery and customer assistance. These teams include
employees from all functional areas and backgrounds. We support this program
through training and the sharing of ideas among locations.
We focus on improving efficiency and productivity at all facilities with special
attention and support to certain of the centers that we believe are
under-performing. We seek to anticipate changes in each local market by
adjusting the inventory product mix and services for the professional
contractors, builders and project-oriented consumers and the contractors hired
by them. Such adjustments may have some minor impact on margins as we adjust
inventories. We are also exploring alternatives for under-performing centers
including consolidation and liquidation of real property. We also are focusing
on building new facilities within markets where we have a presence.
4
ACQUISITION STRATEGY
We use a disciplined approach towards acquiring leading contractor suppliers and
fabrication centers in both existing and new markets. We look for acquisitions
that will complement our existing markets, provide geographic diversification,
possibly outside of our current focus on the western U.S., or enhance our
value-added product capabilities. The acquisitions must also posses an
established customer base of professional contractors and builders and a quality
management team. We evaluate potential acquisitions based on their ability to
meet our prescribed return criteria and to provide operating efficiencies by
leveraging our existing infrastructure. We have found that our positive
reputation in our industry often leads business owners to approach us directly
when they are ready to sell. We intend to continue to pursue our consolidation
strategy and believe that the highly fragmented nature of the building materials
industry will provide us with a number of attractive acquisition opportunities.
While we evaluate each potential acquisition candidate on its individual merits,
our primary objective has been to acquire profitable centers that meet certain
general criteria. The typical targeted acquisition candidate is located on a 5
to 10 acre site that includes 8,000 to 15,000 square feet of indoor showroom and
contractor sales space and 20,000 to 50,000 square feet of covered storage area,
with reasonable access to the local road system and proximity to regional areas
of construction demand. Additional factors include the reputation of the center
among local contractors and the quality of the center's management and sales
organization.
Typically, after the acquisition of a center, the Company enhances the center's
sales and service capabilities and may expand its product offerings, including
value-added products, in order to increase sales. We also seek to implement our
accounting and management systems into each newly acquired center. These systems
assist in the effective management of inventories and accounts receivable and in
efforts to improve customer service. We have implemented centralized purchasing
to reduce costs.
In 1999, we completed three acquisitions, plus our investment in KBI. The
acquisitions involved six facilities located in California, Colorado, Montana,
Nevada and Texas. The following chart sets forth the number of centers acquired
and consolidated during each of the last two fiscal years.
Year Ended Year Ended
Dec. 31, 1999 Dec. 31, 1998
Beginning number of centers 58 55
Acquisitions 4 9
Consolidations and Closures (9) (6)
--- ---
Ending balance 53 58
=== ===
5
We plan to continue to acquire complementary businesses. Although, we continue
to engage in discussions with potential acquisition candidates, we may not be
able to continue to identify and complete successful acquisitions in the future.
PRODUCTS
Our principal products mix varies by location and includes lumber, panel
products, engineered wood products, roofing materials, pre-hung doors and
millwork, roof and floor trusses, pre-assembled windows, cabinets, hardware,
paint and tools. In addition to distributing such products, we conduct
value-added activities, which include fabricating pre-hung doors, roof and floor
trusses, pre-assembled windows and pre-cutting lumber to meet customer
specifications.
The following table sets forth information regarding the percentage of net sales
represented by the specified categories of products sold at our centers during
each of the last two fiscal years. While we believe that the percentages
included in the table generally indicate the mix of our sales by category of
product, the specific percentages are affected year-to-year by changes in the
prices of commodity wood products, as well as changes in unit volumes sold.
CATEGORY OF PRODUCT 1999 1998
---- ----
Wood products (lumber and panel products) 44% 44%
Value-added (pre-hung doors and millwork,
roof and floor trusses, windows & moldings) 35 31
Building materials (roofing, siding, engineered
wood products, insulation and steel products) 14 16
Other (paint, hardware, tools, electrical and plumbing) 7 9
---- ----
100% 100%
==== ====
We fabricate roof and floor trusses and pre-hung door units and pre-assembled
window units for the residential and light commercial building markets. Door
units are purchased and pre-assembled to contractor specifications using a
variety of moldings. The door, truss and window product lines are particularly
attractive since they generally bring higher margins, have less price
volatility, and are not offered by many centers or home center retailers. We
believe that our ability to provide pre-hung doors, millwork, roof and floor
trusses and pre-assembled windows in a number of locations is a competitive
advantage when soliciting business from contractors. Inventories of door units,
roof and floor trusses and pre-assembled windows are usually built-to-order.
Our customers generally order products, including pre-hung doors, millwork, roof
and floor trusses, and pre-assembled windows on an as-needed basis. Therefore,
virtually all product shipments in a given fiscal quarter result from orders
received in that quarter. Consequently, order backlog represents only a very
small percentage of the product sales anticipated in a given fiscal quarter and
is not indicative of actual sales for any future fiscal period.
6
As a provider of building materials and products, we regularly monitor
innovations in product design to meet our customers' needs. We test markets for
products that substitute for dimensional lumber and have for a number of years
distributed alternative products such as engineered wood products and steel
studs, and have provided our builder customers information and instruction on
the use of such products.
SALES AND MARKETING
Each of our 53 centers tailors their product and service mix to the local market
and operate as a separate profit center. We reach our professional contractor
customers mainly through field sales representatives, advertisements in trade
journals and local promotional events.
PROFESSIONAL CONTRACTOR AND BUILDER MARKET
The professional contractor and builder market is comprised of three major
customer groups: two groups are new housing contractors and builders, and
commercial and industrial contractors. In 1999, sales to these professional
contractors and builders accounted for approximately 82% of net sales (this
total includes 76% to new residential contractors and 6% to commercial and
industrial contractors). A significant amount of this business consisted of
sales of complete house packages, including framing lumber, panel products,
pre-hung doors and trim packages, roof and floor trusses, pre-assembled windows
and other products required to construct or improve a home.
We provide a wide range of customer services to contractors to meet their needs
for trade credit, delivery and expert assistance. While pricing is an important
purchasing criterion for these customers, we believe that other factors such as
coordinated, on-time deliveries, quality and availability of products,
relationships with salespeople, credit availability and technical support are
equally important. We believe that our skills in these areas are important
competitive advantages.
Our principal channel for reaching the professional contractor and builder
market is a sales force of approximately 360 field sales representatives
supported by approximately 350 inside salespeople. Field sales representatives
actively solicit business and work with the inside salespeople and managers to
develop bids for contractor projects. We provide sales training for all sales
representatives, and sales management training for all sales managers and center
managers. Sales representatives are compensated through a combination of salary
and commission based on individual sales volume and gross margin.
Our center managers ensure that building materials are delivered according to
contractor specifications and schedules. Technical personnel involved in
purchasing, dispatching, invoicing and credit, support both field sales force
and center managers to enhance customer satisfaction.
REPAIR AND REMODEL MARKET
The third major customer group is the repair and remodel market which consists
generally of project-oriented consumers (including professional repair and
remodel contractors hired by them). In 1999, sales to these customers accounted
for approximately 17% of net sales. Our sales to this
7
market generally carry higher margins than sales to the professional contractor
market. The volume of sales to this market varies depending on location. We
actively pursue repair and remodel business in smaller markets.
CREDIT
Overall credit policy for sales to contractors is established by corporate
management, but each center has responsibility for overseeing local accounts.
The individual center managers and their staff are trained to have a thorough
understanding of state lien laws, which provide security for accounts
receivable. Our credit policies, together with daily monitoring of customer
balances, have resulted in average bad debt expense of approximately 0.16% of
net sales during the last five years, with no single year exceeding 0.21%. We
believe that our bad debt expense levels are among the lowest in the industry.
Approximately 92% of our sales in 1999 were made to customers to whom we had
extended credit for such sales.
MANAGEMENT INFORMATION SYSTEMS
Our financial information, operational data and other related statistical
information are processed and maintained at BMC West's headquarters on a network
of server computers and work stations. Our financial reporting and relational
database system was designed and customized for us by Oracle Corporation. The
flexible nature of our installed network allows for the accumulation, processing
and distribution of information using industry standard computing resources and
programs. The point-of-sale information systems we use operate on computers
located at each center, and are connected to the computers at headquarters via a
high-speed frame relay network. These on-line systems provide real-time pricing,
inventory availability and margin analysis. This allows each center's sales
staff to offer a high level of customer service, while giving management the
ability to access and use timely information to monitor operations. We believe
that these systems also have enabled us to enhance profit margins, improve
inventory turnover through identification and elimination of low-turnover items,
accelerate analysis of sales trends, and better monitor accounts receivable,
employee productivity, customer credit limits and lien protections.
PURCHASING
We purchase merchandise from a large number of manufacturers and suppliers. In
1999, our largest supplier accounted for approximately 8% of our total
purchases. We do not believe that the loss of any single supplier would have a
material adverse effect on our financial position, results of operations, or
cash flows.
We purchase some of our inventory on a centralized basis in order to capitalize
on economies of scale, although a limited amount of purchasing and all ordering
is controlled at individual centers in order to respond to local needs. Ordering
is controlled at the location level in order to maintain local product needs and
inventory turns. Although we seek to time purchases to take advantage of price
movements, we do not speculate in the commodity wood products market.
8
Approximately 44% of our 1999 sales were attributable to commodity wood
products. Prices of commodity wood products are subject to significant
volatility and directly affect sales. We have established purchasing and pricing
procedures to reduce exposure to inventory write-downs. Our commodity buyers
monitor inventory and sales levels in each location on a regular basis. With
this supply and demand information, buyers generally can avoid overstocking
commodity wood products. As a result, we turn our commodity product inventory
approximately 10 to 12 times per year. Such rapid inventory turnover limits our
potential exposure to inventory loss from commodity price fluctuations. In
addition, our real-time computer network allows the locations to adjust sales
prices as purchase prices of commodity products change.
In July 1996, we entered into a merchandise supply agreement with TruServe for
hardline products, which include builders hardware, tools, paint and sub-floor
adhesives. Under the agreement, we terminated existing affiliations with other
distributors.
COMPETITION
We operate in a highly competitive environment. Due to the nature of the
industry, the competitive environment varies by location and by market.
Within the professional contractor and builder market, we compete primarily with
privately owned, single-site enterprises and local and regional building
materials chains. Professional contractors and builders generally select
building materials centers on the basis of availability of knowledgeable
personnel, on-time delivery, reliable inventory levels, availability of credit
and competitive pricing. We compete favorably on each of these bases. Our
relatively large size also permits us to attract experienced and professional
sales and service personnel and provides us the resources to offer Company-wide
product and service training programs. By working closely with our contractor
customers and utilizing our real-time management information system, our centers
maintain appropriate inventory levels and are well positioned to deliver
completed orders on time to individual job sites.
Within the repair and remodel market, we compete primarily with local
lumberyards and hardware stores and, in certain of its markets, with larger home
center chains such as Home Depot and Lowe's. We believe we meet the needs of
project-oriented consumers and repair and remodel contractors more effectively
than such competitors by (i) providing primarily higher quality products within
each category, (ii) offering consumers and contractors access to our
knowledgeable staff and (iii) developing contractor referral programs to address
the requirements of consumers on larger projects.
EMPLOYEES
Our success is highly dependent on the quality of our personnel at all levels.
We are facing increased competition in attracting and retaining qualified
employees. As a result, we maintain well rounded and competitive compensation
and fringe benefit programs to attract, motivate and retain top performing
individuals. In addition, we provide extensive product knowledge, customer
service, supervisory and managerial training programs to assure employee and
customer satisfaction.
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At December 31, 1999, we employed approximately 4,200 persons, of which
approximately 290 were represented by unions. We have not experienced any
strikes or other work interruptions and have maintained generally favorable
relations with our employees. The following table shows the approximate
breakdown by job function of our employees:
Officers, corporate and unit management, and
corporate and unit administrative 13%
Delivery (Truck Drivers, Load Builders, Yard) 34%
Manufacturing (Truss, Door and Window) 30%
Field sales force (Outside/Inside Sales) 17%
Retail operations (Cashiers/Receiving/Sales Support) 6%
Executive Officers as of December 31, 1999
- ------------------------------------------
Date First
Elected as
Name Age Position or Office An Officer
- ---- --- ------------------ ----------
George E. McCown 64 Chairman of the Board of 1987
Directors
Robert E. Mellor 56 President, Chief Executive 1997
Officer and Director
Robert L. Becci 59 Vice President and Controller 1990
Richard F. Blackwood 62 Senior Vice President 1987
President, Intermountain Division
Ellis C. Goebel 58 Senior Vice President- Finance 1987
and Treasurer
Steven H. Pearson 52 Vice President - Human 1987
Resources
William E. Smith 48 President, South Central Division 1997
Paul S. Street 51 Senior Vice President, General 1999
Counsel & Corporate Secretary
Stanley M. Wilson 55 President, Pacific Division 1997
10
Mr. McCown is Chairman of the Board of Directors of the Company and has been a
director since 1987. He was co-founder and has been a Managing General Partner
of the MDC Management Companies, the general partner of the McCown De Leeuw &
Co., since 1984, and was instrumental in financing and executing the leveraged
buy-out of BMC West Corporation in 1987. Mr. McCown currently serves as the
Vice-Chairman of the Board of Directors of Vans, Inc. and as a director of the
following publicly held companies: FiberMark, Inc. and Aurora Foods Inc. Mr.
McCown also serves as a director of several privately held companies.
Mr. Mellor serves as the President and Chief Executive Officer of BMHC. Mr.
Mellor was previously Of Counsel with the law firm of Gibson, Dunn & Crutcher
LLP from 1990 through February 15, 1997. Mr. Mellor also serves as a director of
Coeur d' Alene Mines Corporation and The Ryland Group, Inc.
Mr. Becci has served as the Company's Controller since its inception in 1987 and
was elected Vice President in 1990.
Mr. Blackwood is currently Senior Vice President and has served as Vice
President of Operations of the Company since 1987.
Mr. Goebel is Senior Vice President-Finance & Treasurer of Building Materials
Holding Corporation in August 1997. He served as Vice President and Treasurer of
the Company since its inception in November 1987.
Mr. Pearson has served as Vice President-Human Resources of the Company since
its inception in November 1987.
Mr. Smith has served as President of the SouthCentral Division since November
1997. Before joining BMC West, he held the position of President and Chief
Operating Officer of Lone Star Plywood & Door Corp., which was purchased by the
Company in November 1997.
Mr. Street joined the Company in January 1999 as Senior Vice President, General
Counsel, & Corporate Secretary. He previously served as outside General Counsel
& Secretary to the Company while employed by Moffatt, Thomas, Barrett, Rock &
Fields.
Mr. Wilson has served as President of the Pacific Division since November 1997.
He was previously district manager of the West Coast district from April 1993 to
1998.
11
ITEM 2. PROPERTIES
BMHC is a holding company engaged, through its wholly owned subsidiaries, BMC
West and Framing in the distribution of building materials and services. BMHC's
headquarters is in San Francisco, California and BMC West's headquarters is in
Boise, Idaho. In addition to administrative buildings, we have four primary
types of centers: building materials supply centers, pre-hung door facilities,
truss facilities, and pre-assembled window distribution facilities. We believe
that our locations are well maintained and generally are adequate for our needs
for the foreseeable future. All of our material assets, including land and
centers, are owned or leased by the Company.
State and Date Owned Leased
City Acquired Acreage Acreage
- ---- -------- ------- -------
CALIFORNIA - 3
Atwater* 1990 -- 2.4
Fresno 1989 13.0 --
Merced 1987 2.9 1.0
Modesto 1989 14.0 --
San Francisco
Headquarters 1997 -- --
COLORADO -10
Aspen 1987 4.6 --
Boulder 1990 10.0 --
Colorado Springs 1994 3.3 --
Denver Door 1990 -- 1.6
Denver 1994 8.7 --
Evergreen 1990 3.7 --
Fort Collins 1990 12.0 .5
Fort Lupton* 1994 10.4 --
Grand Junction 1994 3.5 .5
Glenwood Springs* 1990 2.0 --
Greeley 1994 11.1 --
Pueblo 1994 10.7 --
Steamboat Springs 1987 1.4 2.8
IDAHO - 5
Boise 1987 15.8 --
Boise (office) 1988 -- --
Emmett* 1987 2.6 --
Idaho Falls 1987 10.8 1.0
12
State and Date Owned Leased
City Acquired Acreage Acreage
- ---- -------- ------- -------
IDAHO
Lewiston 1990 3.7 --
Meridian* 1987 -- 3.8
Pocatello 1987 4.6 --
Rexburg 1987 1.9 --
MONTANA - 7
Great Falls 1993 9.2 --
Helena 1998 4.1 --
Helena Truss 1998 3.6 --
Kalispell 1998 5.4 --
Kalispell Door 1999 1.3 --
Missoula 1998 15.1 --
Missoula Door 1999 4.5 --
NEVADA - 2
Carson Valley 1998 10.3 --
Gardnerville* 1992 4.4 --
Sparks 1997 -- 10.1
OREGON - 3
Beaverton 1987 5.6 --
Salem 1998 6.1 --
Wilsonville 1997 -- 3.1
TEXAS - 12
Abilene 1995 16.1 --
Austin 1998 -- 4.3
Austin 1995 18.3 3.9
Coppell 1997 9.4 --
Dallas 1999 -- 1.0
El Paso 1991 7.0 --
Houston 1997 7.1 --
Houston 1998 -- 2.5
Hurst 1994 5.3 2.3
Killeen 1994 3.6 0.3
New Braunfels 1995 23.6 5.2
San Antonio 1998 -- 4.2
13
State and Date Owned Leased
City Acquired Acreage Acreage
- ---- -------- ------- -------
UTAH - 3
Ogden* 1987 0.5 1.2
Orem 1987 9.5 6.8
Salt Lake 1990 16.8 --
Tooele* 1987 1.5 0.7
West Haven 1996 6.0 --
WASHINGTON - 7
Bothell 1997 -- 2.8
Everett 1994 29.3 --
Issaquah 1994 21.4 --
Kent 1994 4.5 --
Spokane 1990 9.2 --
Tacoma 1987 8.9 --
Vancouver 1994 -- 5.4
WYOMING - 1
Jackson 1996 -- 1.0
*These locations are satellites of existing locations.
The number of centers located in each state is listed next to their respective
state.
BMHC and BMC are tradenames. Other brand names or trademarks appearing in this
Form 10-K are the property of their respective holders.
ITEM 3. LEGAL PROCEEDINGS
We are involved in litigation and other legal matters arising in the normal
course of business. In the opinion of management, our recovery or liability, if
any, under any of these matters will not have a material adverse effect on our
financial position, liquidity or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to the shareholders for a vote during the fourth
quarter of the fiscal year.
14
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
The Common Stock of BMHC is traded on the Nasdaq National Market under the
symbol "BMHC". The following table sets forth the range of high and low closing
sales prices on the Nasdaq National Market for the Common Stock for the periods
indicated. Such quotations represent inter-dealer prices without retail markup,
markdown or commission and may not necessarily represent actual transactions.
Common Stock Prices:
Fiscal 1999 High Low
- ----------- ---- ---
Quarter ended March 31, 1999 $12.625 $ 9.375
Quarter ended June 30, 1999 12.750 9.750
Quarter ended September 30, 1999 13.313 10.000
Quarter ended December 31, 1999 11.750 7.500
Fiscal 1998 High Low
- ----------- ---- ---
Quarter ended March 31, 1998 $13.625 $10.625
Quarter ended June 30, 1998 14.875 11.500
Quarter ended September 30, 1998 14.438 10.500
Quarter ended December 31, 1998 13.063 9.313
We have not paid any dividends on our Common Stock and the Board of Directors
presently intends to continue this policy in order to retain earnings for use in
the business. The amount of dividend payments is restricted by our loan
agreements. At March 20, 2000, our Common Stock was held by approximately 4,855
shareholders of record or through nominee or street name accounts with brokers
(170 registered holders). The last sales price for our Common Stock, as reported
by Nasdaq on March 20, 2000, was $8.875.
15
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data of BMHC
for the years indicated. It is derived from our audited consolidated financial
statements, and should be read in conjunction with the disclosures in Item 7
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" below and the consolidated financial statements and notes thereto
presented on pages 9 through 23 of our 1999 Annual Report. (amounts in
thousands, except share data).
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Net sales $ 1,007,108 $ 877,280 $ 728,065 $ 718,024 $ 630,201
Gross profit 251,971 214,158 168,410 158,616 138,173
Income from operations 45,662 35,123 24,357 28,422 23,421
Equity in earnings of
unconsolidated companies 4,978 -- -- -- --
Income before extraordinary item 23,035 15,149 9,493 10,991 7,765
Extraordinary item, net of tax (3,352) -- -- (342) --
Net income $ 19,683 $ 15,149 $ 9,493 $ 10,649 $ 7,765
Income per diluted common
share before extraordinary item $ 1.80 $ 1.20 $ 0.78 $ 1.00 $ 0.79
Net income per common share:
Basic $ 1.55 $ 1.21 $ 0.80 $ 0.99 $ 0.81
Diluted $ 1.54 $ 1.20 $ 0.78 $ 0.97 $ 0.79
BALANCE SHEET DATA:
At Year End 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Working capital $ 139,283 $ 116,744 $ 118,612 $ 110,467 $ 100,196
Total assets 450,119 373,981 340,373 288,369 264,970
Long-term debt, net of current
maturities and redeemable
preferred stock 170,547 117,805 113,410 90,203 123,080
Shareholders' equity 200,110 180,250 160,951 145,088 95,927
16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's discussion and analysis of financial condition and results of
operations is presented under the caption "Financial Review" in BMHC's 1999
Annual Report to Shareholders ("Annual Report"). The information under this
caption is incorporated herein by this reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
BMHC's consolidated financial statements and related notes, together with the
report of the independent public accountants, are presented on pages 13 through
24 of our 1999 Annual Report to Shareholders and are incorporated herein by this
reference.
Report of Independent Public Accountants
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Building Materials Holding Corporation:
We have audited the accompanying consolidated balance sheet of Building
Materials Holding Corporation (a Delaware corporation) and subsidiary as of
December 31, 1998, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the two years in the period
ended December 31, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Building Materials Holding
Corporation and subsidiary as of December 31, 1998, and the results of their
operations and their cash flows for each of the two years in the period ended
December 31, 1998 in conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Boise, Idaho
January 25, 1999
17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
(a)(1) Previous independent accountants
(i) On May 6, 1999 Building Materials Holding Corporation,
Registrant, advised Arthur Andersen LLP, as its independent
accountants, that they would be dismissed, effective May 14,
1999.
(ii) The reports of Arthur Andersen LLP on the financial statements
for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
(iii) The Registrant's Audit Committee and Board of Directors
participated in and approved the decision to change independent
accountants.
(iv) In connection with its audits for the two most recent fiscal
years and through May 14, 1999, there have been no disagreements
with Arthur Andersen LLP on any matter of accounting principles
or practices, financial statement disclosures, or auditing scope
or procedure, which disagreements, if not resolved to the
satisfaction of Arthur Andersen LLP, would have caused them to
make reference thereto in their report on the financial
statements for such years.
(v) During the two most recent fiscal years and through May 14, 1999,
there have been no reportable events (as defined in Regulation
S-K Item 304(a)(1)(v)).
(a)(2) New independent accountants
(i) The Registrant engaged PricewaterhouseCoopers LLP as its new
independent accountants as of May 14, 1999. During the two most
recent fiscal years and through May 14, 1999, the Registrant has
not consulted with PricewaterhouseCoopers LLP regarding either
(i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Registrant's financial
statements, and either a written report was provided to the
Registrant or oral advice was provided that
PricewaterhouseCoopers LLP concluded was an important factor
considered by the Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement, as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
(a)(3) The Registrant has requested that Arthur Andersen LLP furnish it
with a letter addressed to the SEC stating whether or not it
agrees with the above statements. A copy of such letter, dated
May 13, 1999, was filed as Exhibit 16 to this Form 8-K on May 13,
1999 and is incorporated herein by reference.
18
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS
The nominees for directors of the Company are presented on pages 5 through 6 of
the Company's definitive Proxy Statement ("Proxy Statement"). This information
is incorporated herein by this reference.
The information required by this Item concerning the Company's executive
officers is set forth in Part I, Section Titled "Executive Officers", of this
report and is incorporated herein by this reference.
The information required by this Item concerning compliance with Section 16(a)
of the Exchange Act is presented under the caption entitled "Certain
Relationships and Other Transactions" of the Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item concerning compensation of the Company's
executive officers for the year ended December 31, 1999, is presented under the
captions entitled "Executive Compensation and Other Information" of the Proxy
Statement. This information is incorporated herein by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this Item concerning the security ownership of certain
beneficial owners, directors and executive officers, as of December 31, 1999, is
set forth under the caption "Security Ownership of Certain Beneficial Owners" of
the Proxy Statement and is incorporated herein by this reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this Item concerning certain relationships and related
transactions during 1999 is set forth under the caption "Certain Relationships
and Other Transactions" of the Proxy Statement and is incorporated herein by
this reference.
19
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this annual report on
Form 10-K:
1. Financial Statements: incorporated herein by this reference
from pages 13 through 24 of the Annual Report to
Shareholders.
- Consolidated Statements of Income for the years ended
December 31, 1999, 1998 and 1997.
- Consolidated Balance Sheets as of December 31, 1999 and
December 31, 1998.
- Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1999, 1998 and 1997.
- Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997.
- Notes to Consolidated Financial Statements.
- Report of Independent Accountants.
Page
----
2. Financial Statement Schedules:
Reports of Independent Public Accountants............... 21
I. Valuation and Qualifying Accounts for the years ended
December 31, 1999, 1998 and 1997................... 25
Schedules other than those listed are omitted because they are not applicable or
because the required information is shown in the financial statements or notes.
3. Exhibits:
A list of the exhibits required to be filed as part of
this report is set forth in the Index to Exhibits, which
immediately precedes such exhibits, and is incorporated
herein by this reference.
(b) Reports on Form 8-K
No Form 8-Ks were filed during the fourth quarter of the
fiscal year.
20
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
of Building Materials Holding Corporation
Our audits of the consolidated financial statements referred to in our report
dated February 17, 2000 appearing in the 1999 Annual Report to Shareholders of
Building Materials Holding Corporation (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedule for the year ended
December 31, 1999 listed in Item 14(a)(2) of this Form 10-K. In our opinion,
this financial statement schedule for the year ended December 31, 1999 presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PricewaterhouseCoopers LLP
San Francisco, California
February 17, 2000
21
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements of Building Materials Holding Corporation as
of December 31, 1998 and the two years then ended included in Building Materials
Holding Corporation's annual report to shareholders incorporated by reference in
the Form 10-K for the period ended December 31, 1999, and have issued our report
thereon dated January 25, 1999. Our audit was made for the purpose of forming an
opinion on those statements taken as a whole. The schedule listed in Part IV,
Item 14(a)(2) is the responsibility of the Company's management and is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic consolidated financial statements. The schedule has
been subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Boise, Idaho
January 25, 1999
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BUILDING MATERIALS HOLDING CORPORATION
By /s/ ROBERT E. MELLOR
--------------------
Robert E. Mellor
President, Chief Executive Officer and Director
Dated: March 23, 2000
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert E. Mellor, Ellis C. Goebel, and Robert L.
Becci, and each of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and all amendments to
this Report, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
all said attorneys-in-fact and agents, or any of them or their or his
substitutes or substituted, may lawfully do or cause to be done by virtue
hereof. This Form 10-K may be executed in multiple counterparts, each of which
shall be an original, but which shall together constitute but one agreement.
23
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
(i) Principal Executive Officer: (iv) Directors:
/s/ Robert E. Mellor /s/ George E. McCown
- ------------------------- -------------------------
Robert E. Mellor George E. McCown
President, Chief Executive Chairman of the Board
Officer and Director of Directors
March 23, 2000 March 23, 2000
(ii) Principal Financial Officer: /s/ Robert E. Mellor
-------------------------
Robert E. Mellor
March 23, 2000
/s/ Ellis C. Goebel /s/ Alec F. Beck
- ------------------------- -------------------------
Ellis C. Goebel Alec F. Beck
Senior Vice President - Finance and Treasurer March 23, 2000
March 23, 2000
/s/ H. James Brown
-------------------------
(iii) Principal Accounting Officer: H. James Brown
March 23, 2000
/s/ Robert L. Becci /s/ Wilbur J. Fix
- ------------------------- -------------------------
Robert L. Becci Wilbur J. Fix
Vice President and Controller March 23, 2000
March 23, 2000
/s/ Robert V. Hansberger
-------------------------
Robert V. Hansberger
March 23, 2000
/s/ Donald S. Hendrickson
-------------------------
Donald S. Hendrickson
March 23, 2000
/s/ Guy O. Mabry
-------------------------
Guy O. Mabry
March 23, 2000
/s/ Peter S. O'Neill
-------------------------
Peter S. O'Neill
March 23, 2000
24
BUILDING MATERIALS HOLDING CORPORATION
SCHEDULE I - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 and 1997
(AMOUNTS IN THOUSANDS)
Additions Additions
Balance at charged to charged to
beginning costs and other Balance at
Description of year expenses Accounts Deductions end of year
- ----------- ---------- ---------- ---------- ---------- -----------
DEDUCTED FROM ASSET ACCOUNTS:
ALLOWANCE FOR DOUBTFUL ACCOUNTS
- -------------------------------
Year Ended
December 31, 1999 $2,062 $1,811 $ - $1,616(1) $2,257
Year Ended
December 31, 1998 1,617 2,279 $ - 1,834(1) 2,062
Year Ended
December 31, 1997 1,231 1,657 $ - 1,271(1) 1,617
(1) Represents write-offs of uncollectible receivables, net of recoveries.
25
BUILDING MATERIALS HOLDING CORPORATION
INDEX TO EXHIBITS
Filed with the Annual Report
on Form 10-K for the
Year Ended December 31, 1999
Exhibit Exhibit
Footnote Number Description Page
- -------- ------- ----------- ----
(g) 3.5 Amended Certificate of Incorporation, filed with the office
of the Secretary of State of the State of Delaware on
September 23, 1997.
(g) 3.6.1 Amended and Restated By-laws of the Registrant.
(c) 4.2 Form of Note.
(g) 4.4 Agreement and Plan of Merger, dated September 23, 1997 by
and among the Registrant, BMC West Corporation and
BMC West Merger Corporation.
(g) 4.7 Rights Agreement, dated September 19, 1997, by and
between the Registrant and American Stock Transfer
and Trust Company.
(a) 10.4* 1990 Bonus Plan of the Company
(a) 10.5* Stock Option Plan (Senior Original Shareholders
Management Plan), effective January 1, 1991.
(a) 10.6* Stock Option Plan (Field Management Plan),
effective January 1, 1991.
(b) 10.7 Form of indemnity agreement between the
Company and its officers and directors.
(e) 10.13* Supplemental Retirement Plan dated January 1, 1993.
(f) 10.19* Amended and Restated 1992 Non-Qualified Stock
Plan.
(f) 10.20* Amended and Restated 1993 Employee Stock Option
Plan.
(f) 10.21* Amended and Restated 1993 Non-Employee Director
Stock Option Plan.
(g) 10.22 Agreement and Plan of Merger, dated September 23, 1997 by
26
Exhibit Exhibit
Footnote Number Description Page
- -------- ------- ----------- ----
and among the Registrant, BMC West Corporation and
BMC West Merger Corporation.
(j) 10.27 Rights Agreement dated as of September 19, 1997 as amended
as of November 5, 1998 by and between Building Materials
Holding Corporation and American Stock Transfer and Trust
Company.
10.31** Securities Purchase Agreement dated as of March 23, 1999,
Between Knipp Brothers, Inc., Lawrence W. Knipp and
BMHC and BMHC Framing, Inc. ____
10.32** Amended and Restated Limited Liability Company
Agreement of Knipp Brothers Industries, LLC
Dated May 1, 1999. ____
10.33 Put Agreement dated April 30, 1999 between Knipp
Brothers, Inc., an Arizona Corporation, BMHC Framing, Inc.,
A Delaware Corporation, Building Materials Holding
Corporation, a Delaware Corporation and Knipp Brothers
Industries, LLC, a Delaware limited liability company. ____
10.34 Asset Purchase Agreement dated as of October 13, 1999, between
BMCW, LLC and Rowland Manufacturing Corporation dba
Royal Door Company, Inc. _____
10.35 Promissory Note between BMCW, LLC Rowland
Manufacturing Corporation dba Royal Door Company, Inc. _____
10.36 Credit Agreement among Bank of America, N.A., as Agent, _____
the Company, and Ten Other Financial Institutions Party Hereto
dated November 30, 1999.
10.37 Amended and Restated Severance Plan for Certain
Key Executive Officers, Senior Management and Key
Employees of the Company and its subsidiaries as
Adopted by the Board of Directors of the Company
on February 17, 2000. _____
11.1 Statement regarding computation of earnings per share. _____
13.1 Building Materials Holding Corporation's 1999 Annual Report.
Such report, except to the extent incorporated
herein by reference, is being furnished for the
information of the Securities and Exchange
Commission only and is not to be deemed
filed as part of this Annual Report on Form 10-K. _____
27
Exhibit Exhibit
Footnote Number Description Page
- -------- ------- ----------- ----
(l) 16.1 Letter of response to SEC from Arthur Andersen LLP
dated May 13, 1999.
23.1 Consent of PricewaterhouseCoopers LLP. Reference is
made to page 26.
23.2 Consent of Arthur Andersen LLP. Reference is
made to page 27.
24.1 Power of Attorney. Reference is made
to page 22.
27.1 Financial Data Schedule Fiscal year end 1999. _____
-------------------------------
(a) Filed as an exhibit to the Registration Statement on Form S-1
filed with the Commission on June 6, 1991 (Registration No.
33-41040) (the "Registration Statement") and incorporated
herein by reference.
(b) Filed as an exhibit to Amendment No. 2 to the Registration
Statement, filed with the Commission on August 2, 1991 and
incorporated herein by reference.
(c) Filed as an exhibit to Amendment No.1 to the Registration
Statement on Form S-1, filed with the Commission on October
20, 1992 (Registration No. 33-52432), and incorporated herein
by reference.
(d) Filed as an Exhibit to Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, filed with the
Commission on March 28, 1994, and incorporated herin by
reference.
(e) Filed as an Exhibit to Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, filed with the
Commission on March 30, 1995, and incorporated herein by
reference.
(f) Filed as an Exhibit to Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, filed with the
Commission on March 28, 1997, and incorporated herein by
reference.
(g) Filed as an Exhibit to BMHC's Report on Form 8-K12G3, filed
with the Commission on September 23, 1997 and incorporated
herein by reference.
(h) Filed as an Exhibit to BMHC's Report on Form 8-K, filed with
the Commission on November 25, 1997 and incorporated herein by
reference.
28
(i) Filed as an Exhibit to Company's Form 10-Q for the quarter
ended September 30, 1998, filed with the Commission on
November 13, 1998, and incorporated herein by reference.
(j) Filed as an Exhibit to Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, filed with the
Commission on March 30, 1999, and incorporated herein by
reference.
(k) Filed as an Exhibit to Company's Form 10-Q for the quarter
ended March 31, 1999, filed with the Commission on May 12,
1999, and incorporated herein by reference.
(l) Filed as an Exhibit to BMHC's Report on Form 8-K, filed with
the Commission on May 6, 1999 and incorporated herein by
reference.
* Component of executive compensation.
** Portions of this exhibit have been redacted and are subject to a request for
confidential treatment.
29