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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934. FOR FISCAL YEAR ENDED DECEMBER 25, 1999.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934. For the transition period from to .
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Commission File No.: 0-22684
UNIVERSAL FOREST PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-1465835
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2801 E. BELTLINE, N.E., GRAND RAPIDS, MICHIGAN 49525
(Address of principal executive offices) (Zip Code)
(616) 364-6161
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which registered
NONE
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Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
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:
Indicate by checkmark 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. [ ]
As of March 1, 2000, 20,127,181 shares of the registrant's common stock, no par
value, were outstanding. The aggregate market value of the common stock held by
non-affiliates of the registrant (i.e., excluding shares held by executive
officers, directors, and control persons as defined in Rule 405, 17 CFR 230.405)
on that date was $144,581,957 computed at the closing price of $12.0625 on that
date.
Documents incorporated by reference:
(1) Certain portions of the Company's Annual Report to Shareholders for the
fiscal year ended December 25, 1999 are incorporated by reference into Part
I and II of this Report.
(2) Certain portions of the Company's Proxy Statement for its 2000 Annual
Meeting of Shareholders are incorporated by reference into Part III of this
Report.
Exhibit Index located on page E-1.
Page 1 of 16
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ANNUAL REPORT ON FORM 10-K
DECEMBER 25, 1999
TABLE OF CONTENTS
PAGE
PART I
Item 1. Business. 3
Item 2. Properties. 9
Item 3. Legal Proceedings. 9
Item 4. Submission of Matters to a Vote of Security Holders. 10
PART II
Item 5. Market for the Registrant's Common Equity and Related 12
Shareholder Matters.
Item 6. Selected Financial Data. 12
Item 7. Management's Discussion and Analysis of Financial 12
Condition and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 12
Item 8. Financial Statements and Supplemental Data. 13
Item 9. Changes in and Disagreements with Accountants on 13
Accounting and Financial Disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant. 13
Item 11. Executive Compensation. 13
Item 12. Security Ownership of Certain Beneficial Owners 14
and Management.
Item 13. Certain Relationships and Related Transactions. 14
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports 14
on Form 8-K.
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PART I
ITEM 1. BUSINESS.
(A) GENERAL DEVELOPMENT OF THE BUSINESS.
Universal Forest Products(R), Inc. ("the Company") engineers, manufactures,
treats and distributes lumber products for the do-it-yourself (DIY),
manufactured housing, industrial, wholesale and site-built construction markets.
The Company currently operates 75 facilities throughout the United States,
Canada and Mexico.
Universal Forest Products(R), Inc. was organized as a Michigan corporation in
1955. The Company's business originally consisted of purchasing lumber in
carload lots from primary producers and reselling those carloads mostly to
manufacturers of mobile and modular homes, without any intermediate handling. In
the early 1970's, producers of manufactured housing were experiencing supply and
inventory difficulties as a result of the deterioration of railroad service and
rapidly increasing interest rates. The Company's management recognized these
customer-experienced problems as an opportunity. As a result, the Company
developed a "component yard" concept that featured distribution facilities with
manufacturing capabilities located on major rail routes in close proximity to
its clustered manufactured housing customers. Carload shipments of lumber were
received at these facilities where the material was either broken down and
shipped to customers without further processing, or manufactured to the
customer's specifications before shipment to the customer by truck. The
component yard concept helped the Company's customers reduce materials
management problems, control their inventory and labor costs and conserve
capital. As the component yard concept evolved, the Company began to manufacture
roof trusses for its manufactured housing customers. The Company believes it was
the first truss supplier to employ a full-time staff of engineers who assist
customers with truss designs, help obtain various building code approvals for
these designs and facilitate the development of new products and manufacturing
techniques. Consequently, the Company's sales to the manufactured housing
industry grew rapidly through the 1970's and 1980's. Today, the Company is the
largest manufacturer of roof trusses for manufactured homes in the nation.
In order to enhance growth opportunities, the Company entered the wood
preservation business in 1979. The Company utilizes a pressure-treatment process
for protecting wood from damage by insects and fungi in outdoor applications.
The expansion into this product line led to the manufacture of a variety of
products, primarily for landscaping, deck and fence construction. These products
were originally sold to conventional lumberyards and small lumberyard chains.
When the warehouse-format mass merchandisers such as The Home Depot became
strong retail outlets for the DIY market in the late 1980's, the Company was
well positioned to capture the business of these retailers. By virtue of the
geographic dispersal of its facilities in the regions containing the DIY market
and its prior experience with the flexibility required for the delivery of mixed
truckloads of products on a just-in-time basis, the Company possessed the
abilities demanded by the DIY retailers. The Company has grown to become the
largest supplier of treated lumber products to the DIY market.
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In the mid-1980's, management began to recognize opportunities in the industrial
market. The Company manufactures pallets, crating stock and specialty packaging
for large industrial manufacturers and agricultural customers. These products
may be manufactured from the by- product of other manufactured products,
providing the Company with a profitable way of expanding its business while
increasing its raw material yields. In 1998, the Company expanded its industrial
market presence through certain acquisitions.
Beginning in December of 1997, the Company added the site-built construction
market to its business, through five strategic business acquisitions. The
Company acquired manufacturers of engineered wood products, which include roof
trusses, wall panels and engineered floor systems. The customer base of these
manufacturers consists of large-volume, multi-tract builders, small- volume
custom builders, national home center customers and retail lumberyards. As a
result of these business acquisitions, the Company has become one of the largest
manufacturers of engineered trusses and wall panels in the nation.
(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
The information required by this item is incorporated by reference from Footnote
O of the Consolidated Financial Statements presented under Item 8 herein.
(C) NARRATIVE DESCRIPTION OF BUSINESS.
The Company presently engineers, manufactures, treats and distributes lumber
products for the DIY, manufactured housing, industrial and site-built
construction markets. Each of these markets is discussed in the paragraphs which
follow. The Company also sells lumber products to the wholesale market, but
management is not emphasizing this business in its growth objectives.
DIY MARKET. The customers comprising this market are primarily national home
center retailers, chain lumberyards and contractor oriented lumberyards. The
Company is currently selling to over 1,800 customers in this market. One
customer, The Home Depot, accounted for approximately 26%, 20% and 18% of the
Company's total net sales for fiscal 1999, 1998 and 1997, respectively.
National customers in this market are serviced by the Company's sales staff in
each region and are assisted by personnel from the Company's headquarters.
Generally, terms of sale are established for annual periods, and orders are
placed with the Company's regional facilities in accordance with established
terms.
The Company currently supplies customers in this market from over 50 of its
locations. These regional facilities are able to supply customers with mixed
truckloads of products which can be delivered to customers with rapid turnaround
from receipt of an order. Freight costs are a factor in the ability to
competitively service this market, especially with treated wood products because
of their heavier weight. The close proximity of the Company's regional
facilities to the various outlets of these customers is a significant advantage
when negotiating annual sales programs.
The products offered to customers in this market include dimension lumber (both
preserved and unpreserved) and various "value-added products," some of which are
sold under the Company's
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trademarks. Lumber treated with preservatives is sold under the Company's
PRO-WOOD(R) trademark.
Value-added products may be preserved by pressure-treatment or unpreserved, and
include the following:
- - Products in the Deck Necessities(R) group consist of decking, balusters,
spindles, decorative posts, handrails, stair risers, stringers and treads.
- - The Fence Fundamentals(TM) group of products includes various styles of
fences, such as solid, picket and shadowbox, as well as gates, posts and
other components.
- - Products in the Outdoor Essentials(R) group consist of various home and
garden and landscaping items.
- - Large volumes of lattice are sold by the Company under its Lattice Basics(TM)
trademark for use as skirting on decks, trellises and various outdoor home
improvement projects.
- - The Storage Solutions(TM) product line consists primarily of storage building
frames and trusses.
The Company also sells engineered wood products to this market as a result of
its 1998 business acquisitions. These products include roof trusses, wall panels
and engineered floor systems. Depending upon regional practices and builder
preferences, the Company may sell these products through retailers or directly
to builders (see "Site-Built Construction Market" below).
The Company is not aware of any competitor that currently manufactures, treats
and distributes a full line of both value-added and commodity products on a
national basis. The Company faces competition on individual products from
several different producers, but the majority of these competitors tend to be
regional in their efforts and/or do not offer a full line of outdoor lumber
products. The Company also faces increased competition in this market from
certain national vendor mills with wood preservation facilities in certain
regions. The Company believes the breadth of its product offering, its
geographic dispersion and close proximity of its plants to core customers, its
purchasing expertise and its service capabilities provide significant
competitive advantages in this market. As this industry continues to
consolidate, the Company believes it is well-positioned to capture additional
market share.
MANUFACTURED HOUSING MARKET. The customers comprising the manufactured housing
market are producers of mobile, modular and prefabricated homes and recreational
vehicles. The Company is currently selling to over 200 customers in this market.
Products sold to customers in this market consist primarily of roof trusses,
lumber cut and shaped to the customer's specification, plywood, particle board
and dimension lumber, all intended for use in the construction of manufactured
housing. Sales are made by personnel located at each regional facility based on
customer orders. The Company's engineering and support staff acts as a sales
support resource to assist the customer with truss designs, obtaining various
building code approvals for the designs and aiding in the development of new
products and manufacturing processes.
While no competitor operates in as widely-dispersed geographic areas as the
Company, it does face vigorous competition from suppliers in many geographic
regions. The Company estimates that it produces over 65% of the HUD Code roof
trusses supplied to this market based on data published
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by the Manufactured Housing Institute. The Company's principal competitive
advantages include its product knowledge, the capacity to supply all of the
customer's lumber requirements, the ability to deliver engineering support
services, the close proximity of its regional facilities to core customers and
its ability to provide national sales programs to certain customers.
INDUSTRIAL MARKET. The Company defines its industrial market as industrial
manufacturers and agricultural customers who use pallets, crates and wooden
boxes for packaging, shipping and material handling purposes. The Company has
increased its emphasis on this market in recent years and currently sells to
over 1,500 customers in this market. Many of the products sold to this market
may be produced from the by-product of other manufactured products, thereby
allowing the Company to increase its raw material yields while expanding its
business. Competition is fragmented and includes virtually every supplier of
lumber convenient to the customer. The Company services this market with its
regional sales personnel supported by a centralized national sales and marketing
department and emphasizes service and reliability as competitive strengths.
SITE-BUILT CONSTRUCTION MARKET. The Company entered the site-built construction
market through five strategic business acquisitions completed from December,
1997 through December, 1998. The businesses acquired are discussed herein under
the section "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
The customers comprising this market are primarily large-volume, multi-tract
builders and smaller volume custom builders. The Company currently sells to over
1,700 customers in this market. Customers are serviced by the Company's sales,
engineering and design personnel in each region. Generally, terms of sale and
pricing are determined based on quotes for each specific job order.
The Company currently supplies customers in this market from 31 facilities
located in 16 different states. These facilities manufacture various engineered
wood products used to frame a residential or commercial project, including roof
and floor trusses, wall panels, Open Joist 2000 and I-joists. Freight costs are
a factor in the ability to competitively service this market due to the space
requirements of these products on each truckload.
The Company is not aware of any competitor that manufactures and distributes a
complete line of engineered wood products on a national basis. Competition in
this market is fragmented as local regulatory requirements and product
preferences have resulted in a regional operating focus. The Company's objective
is to continue to increase its manufacturing capacity for this market while
developing a national presence. Management expects to face competition from
various companies, primarily consisting of contractor-oriented retailer lumber
yards, attempting to complete the same strategy. The Company believes its
primary competitive advantages relate to the engineering and design capabilities
of its regional staff, its product quality and timeliness of delivery.
WOOD PRESERVATION TREATMENT. The Company is the largest producer of
preservative-treated lumber in the nation based on data published by the
Building Products Digest. The Company operates 19 treatment facilities in 12
different states, with capacity to process over one billion board feet annually.
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The process for preserving wood utilized by the Company involves the application
of a Chromated Copper Arsenate (CCA) solution under pressure. This process
originated in India over sixty years ago as a means for protecting timbers
utilized in the construction of mine shafts and tunnels. The basic process is no
longer protected by any U.S. patent, and is widely used by numerous producers of
treated lumber. The process consists of mixing the chemicals with water and
impregnating the wood by alternating vacuum and pressure in specially designed
pressure chambers. Thereafter, the CCA becomes a permanent component of the
wood. The preservative in the wood acts as both an insecticide and a fungicide,
thereby effectively eliminating the two principal causes of wood deterioration
that exist in North America. The Company has developed and implemented numerous
refinements to the basic CCA treatment process, and considers its process to be
"state of the art."
In order to alleviate environmental concerns, in the mid-1980's the Company
began installing monitoring wells at all of its treating facilities where
groundwater contamination was a potential problem. Quality assurance personnel
from the Company's headquarters perform audits, including soil and groundwater
sampling at least semi-annually to assure that the treating process is being
performed in accordance with the Company's stringent standards for both
environmental safety and product quality.
At the time the monitoring wells were installed at the Company's Granger, IN
facility in 1986, chromium was discovered in the groundwater in excess of the
EPA limit for drinking water at one end of the Company's property. The Company
initiated a voluntary remediation program. The extent of contamination was
defined and a remediation plan was designed and implemented. This contamination
was successfully remediated, and the Company has obtained final written
confirmation of this from the State of Indiana.
In 1999, the Company identified arsenic contamination in a shallow aquifer at
its plant in Auburndale, Fl. Storm water best management practices implemented
in 1999 eliminated the contamination. The Company continues to work proactively
with the State of Florida to ensure that water quality is not impacted at the
facility.
The Company acquired several facilities from Chesapeake Corporation in October
1993. Based on the agreements between the Company and Chesapeake Corporation,
the environmental conditions existing at the Elizabeth City, NC, Stockertown, PA
and North East, MD sites are the responsibility of the Company. Environmental
conditions consist of limited soil and/or groundwater contamination of CCA
components. Similarly, the Company purchased a treating facility in Schertz, TX
with limited soil contamination in December 1998. The nature and extent of each
of these conditions does not require immediate action. If these sites are
closed, some remedial action such as soil treatment and/or removal may be
required. Estimates of probable costs have been prepared and accrued for each of
these sites.
The Company has accrued for costs of remediation of all of its sites totaling
approximately $2.4 million at December 25, 1999. Except for the situations
described above, the Company is not aware of any material environmental problems
affecting its properties.
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SEASONAL INFLUENCES. The Company's manufactured housing and site-built
construction markets are affected by seasonal influences in the northern states
during the winter months when installation and construction is more difficult.
The activities in the DIY market have substantial seasonal impacts. The demand
for many of the Company's DIY products is highest during the period of April to
August. Accordingly, its sales to the DIY market tend to be greater during the
second and third quarters. The Company builds its inventory of finished goods
throughout the winter and spring to support this sales peak. Restraints on
production capacity make this a necessary practice which potentially exposes the
Company to adverse effects of changes in economic and industry trends. Since
1995, inventory management initiatives, supply programs with vendors and
programs with customers have been used to reduce the Company's exposure to
adverse changes in the commodity lumber market and decrease demands on cash
resources.
SUPPLIERS. The Company is one of the largest domestic buyers of solid sawn
lumber from primary producers (lumber mills). It uses primarily southern yellow
pine in its pressure-treating operations, which it obtains from mills located
throughout the states comprising the sun belt. Other species used by the Company
include "spruce-pine-fir," from Ontario, Quebec, British Columbia and Alberta,
Canada; hemlock, Douglas fir and cedar from the Pacific Northwest; inland
species of Ponderosa pine; and Brazilian pine. There are numerous primary
producers for all varieties used by the Company, and the Company is not
dependent on any particular source of supply. The Company's financial resources,
in combination with its strong sales network and ability to remanufacture
lumber, enable it to purchase a large percentage of a primary producer's output
(as opposed to only those dimensions or grades in immediate need), thereby
lowering its average cost of raw materials. Management believes this represents
a significant competitive advantage.
INTELLECTUAL PROPERTY. The Company owns a patent relating to automated equipment
for the manufacture of lattice, a tie-down strap patent related to truss
components, and a patent on machinery used in the recycling of drywall and the
production of joint compound and wall texture. In addition, it owns five
registered trademarks: PRO-WOOD(R) relating to preservative-treated wood
products; Deck Necessities(R) relating to deck component products; Outdoor
Essentials(R) related to lawn and garden items such as planter boxes, fencing
products and lattice products; the name Universal Forest Products(R); and a pine
tree logo. The Company has applied for an additional registered trademark
related to its ProFence(TM) products. In addition, it claims common law
trademark rights to several other trademarks of lesser importance. While it
believes its patent and trademark rights are valuable, the loss of its patent or
any trademark would not have a material adverse impact on the competitive
position of the Company.
RESEARCH AND DEVELOPMENT. Research and development efforts by the Company
generally fall into four categories: engineering and testing of new truss
designs; design and development of wood treatment systems and manufacturing
processes; design and development of machinery and tooling of various wood
shaping devices; and development of new products. Although important to the
Company's competitive strengths and growth, the dollar amount of research and
development expenditures has not typically been material to the Company.
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EMPLOYEES. At March 1, 2000, the Company had approximately 4,800 employees. No
Company employees are represented by a labor union. The Company has never
experienced a work stoppage due to a labor dispute, and believes its relations
with employees are good.
BACKLOG. Due to the nature of the Company's DIY, manufactured housing and
industrial businesses, backlog information is not meaningful. The maximum time
between receipt of a firm order and shipment does not usually exceed a few days.
Therefore, the Company would not normally have a backlog of unfilled orders in a
material amount. The relationships with its major customers are such that it is
either the exclusive supplier of certain products and/or certain geographic
areas, or the designated source for a specified portion of the customer's
requirements. In such cases, either the Company is able to forecast the
customer's requirements or the customer may provide an estimate of its future
needs. In neither case, however, will the Company receive firm orders until just
prior to the anticipated delivery dates for the products in question.
At March 1, 2000, backlog orders associated with the site-built construction
business approximated $17.5 million, representing approximately five weeks
production. The Company believes the relatively short time period associated
with its backlog, in certain regions, provides a significant competitive
advantage.
(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES.
The dominant portion of the Company's operations and sales occur in the United
States. Separate financial information about foreign and domestic operations and
export sales is incorporated by reference from Footnote O of the Consolidated
Financial Statements presented under Item 8 herein.
ITEM 2. PROPERTIES.
The Company's headquarters are located on a ten acre site adjacent to a main
thoroughfare in suburban Grand Rapids, Michigan. The headquarters building
consists of several one and two story structures of wood construction containing
approximately 49,000 square feet of office space.
The Company currently has 75 facilities at 66 locations. These facilities are
located in 25 U.S. states, two Canadian provinces, and one Mexican state, and
are involved in either the engineer, manufacture, preservative treatment or
distribution of lumber products, or a combination of these activities. These
facilities are generally of steel frame and aluminum construction and situated
on fenced sites ranging in size from 7 acres to 48 acres. Depending upon
function and location, these facilities typically utilize office space between
1,500 and 5,000 square feet, manufacturing space between 10,000 and 105,000
square feet, treating space between 25,000 and 300,000 square feet, and covered
storage ranging from 10,000 to 100,000 square feet.
The Company owns all of its properties, free from any significant mortgage or
other encumbrance, except for 10 regional facilities which are leased. The
Company believes that all of these operating facilities are adequate in capacity
and condition to service existing customer locations.
ITEM 3. LEGAL PROCEEDINGS.
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The Company is not involved in any pending legal proceedings other than routine
litigation incidental to the ordinary conduct of its business, none of which
would result in a material adverse effect on the consolidated financial
position, operating results or liquidity of the Company, individually or in the
aggregate, in the event of an adverse outcome.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal year 1999.
ADDITIONAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table lists the names, ages and positions of all of the Company's
executive officers as of March 1, 2000. Executive officers are elected annually
by the Board of Directors at the first meeting of the Board following the annual
meeting of shareholders.
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Name Age Position
- -----------------------------------------------------------------------------------------------------------
Peter F. Secchia 62 Chairman of the Board, Universal Forest Products, Inc.
William G. Currie 52 Chief Exec. Officer and Vice Chair. of the Board, Universal Forest Products, Inc.
Michael B. Glenn 48 President and Chief Operating Officer, Universal Forest Products, Inc.
James H. Ward 56 President, Universal Forest Products Eastern Division, Inc.
Robert K. Hill 52 President, Universal Forest Products Western Division, Inc.
Gary A. Wright 52 President, Shoffner Industries, L.L.C.
C. Scott Greene 44 President Elect, Universal Forest Products Eastern Division, Inc.
Robert D. Coleman 45 Exec. Vice President Manufacturing, Universal Forest Products, Inc.
Philip E. Rogers 49 Exec. Vice Pres. National Sales and Marketing, Universal Forest Products, Inc.
Matthew J. Missad 39 Executive Vice President and Secretary, Universal Forest Products, Inc.
Michael R. Cole 33 Vice Pres. Finance and Acting Chief Financial Officer, Universal Forest
Products, Inc.
Carroll M. Shoffner 67 Chairman of the Board, Shoffner Industries, L.L.C.
Eric S. Maxey 41 Vice President of Administration, Universal Forest Products, Inc.
Jeff A. Higgs 45 Vice President, Universal Forest Products Western Division, Inc.
- -----------------------------------------------------------------------------------------------------------
Peter F. Secchia, Chairman of the Board, began his service with the Company in
1962 and has been a director since 1967. Mr. Secchia served as President, Chief
Executive Officer and Chairman of the Company from 1971 until 1989, when he was
appointed U.S. Ambassador to Italy. Mr. Secchia completed his tenure as
Ambassador on January 20, 1993, when he rejoined the Company as Chairman of the
Board.
William G. Currie joined the Company in 1971. From 1983 to 1990, Mr. Currie was
President of Universal Forest Products, Inc., and he was the President and Chief
Executive Officer of The Universal Companies, Inc. from 1989 until the merger to
form the Company in 1993. On January 1, 2000, Mr. Currie also became Vice
Chairman of the Board of the Company.
Michael B. Glenn has been employed by the Company since 1974. In June of 1989,
Mr. Glenn was elected Senior Vice President of the Company's Southwest
operations, and on December 1, 1997,
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became President of the Universal Forest Products Western Division, Inc.
Effective January 1, 2000, Mr. Glenn was promoted to President and Chief
Operating Officer of the Company.
James H. Ward joined the Company in 1972 as a regional salesman. From 1979 to
1987, he served as Vice President of the Company's Southern operations and was
elected to Senior Vice President in June of 1987. Effective December 1, 1997,
Mr. Ward was promoted to President of the Universal Forest Products Eastern
Division, Inc.
Robert K. Hill has been with the Company since 1986. From 1989 to 1993, he
served as Vice President of the Company's Far West operations, and in March of
1993 was elected Senior Vice President of those operations. On December 1, 1997,
Mr. Hill became the Executive Vice President of Operations of the Universal
Forest Products Western Division, Inc., and on January 1, 2000, became President
of that Division.
Gary A. Wright, has been affiliated with the Company since March 30, 1998 at
which time the Company acquired Shoffner Industries, Inc., with whom he had been
employed since 1978. Mr. Wright currently serves as President of Shoffner
Industries, L.L.C.
C. Scott Greene joined the Company in February of 1991 as Marketing Manager for
the Universal Forest Products Southern Company. In November of 1996 he became
General Manager of Operations for the Company's Florida Region, and in January
of 1999 became Vice President of Marketing for the Company. Effective January 1,
2000, Mr. Greene was promoted to President Elect for the Universal Forest
Products Eastern Division, Inc.
Robert D. Coleman, has been an employee of the Company since 1979. From 1986 to
1993, he served as Vice President of the Company's Atlantic Division, and was
promoted to Senior Vice President of the Company's Midwest operations in
September 1993. On December 1, 1997, Mr. Coleman became the Executive Vice
President of Manufacturing of the Universal Forest Products Eastern Division,
Inc. On January 1, 1999, Mr. Coleman was named the Executive Vice President of
Manufacturing for the Company.
Philip E. Rogers, an employee of the Company since 1989, served as Vice
President of Operations for the Universal Forest Products Southwest Company
until November of 1997. At that time, Mr. Rogers became the Vice President of
Sales, National Accounts Retail. Effective January 1, 1999, Mr. Rogers was
promoted to Executive Vice President of National Sales and Marketing for the
Company.
Matthew J. Missad has been employed by the Company since 1985. Mr. Missad has
served as General Counsel and Secretary since December 1, 1987, and Vice
President Corporate Compliance since August 1989. In February 1996, Mr. Missad
was promoted to Executive Vice President of the Company.
Michael R. Cole, CPA, CMA, joined the Company in November of 1993. From 1988 to
1993, Mr. Cole served in various capacities with the international accounting
firm of Deloitte & Touche, LLP. In January of 1997, Mr. Cole was promoted to
Director of Finance for the Company, and on January 1, 2000 was made Vice
President of Finance and Acting Chief Financial Officer of the Company.
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Carroll M. Shoffner, has been affiliated with the Company since March 30, 1998,
at which time the Company acquired Shoffner Industries, Inc., with whom he had
been employed since 1964. Mr. Shoffner serves as Chairman of Shoffner
Industries, L.L.C., and is a member of the Board of Directors of Universal
Forest Products, Inc.
Eric S. Maxey, an employee of the Company since 1981, has served as Vice
President of Administration since 1992. Prior to that time and since 1984, he
served as Controller.
Jeff A. Higgs, has been an employee of the Company since April 20, 1998, at
which time the Company acquired the assets of Advanced Component Systems, Inc.
Mr. Higgs serves as a Vice President of Operations for the Universal Forest
Products Western Division, Inc.
PART II
The following information items in this Part II, which are contained in the
Registrant's Annual Report to Shareholders for the fiscal year ended December
25, 1999, are specifically incorporated by reference into this Form 10-K Report.
Selected portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 25, 1999 are filed as Exhibit 13 with this Form 10-K
Report.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.
The information required by this Item is incorporated by reference from the
Company's Annual Report to Shareholders for the fiscal year ended December 25,
1999, under the caption "Price Range of Common Stock and Dividends."
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this Item is incorporated by reference from the
Company's Annual Report to Shareholders for the fiscal year ended December 25,
1999, under the caption "Five Year Summary of Selected Financial Data."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required by this Item is incorporated by reference from the
Company's Annual Report to Shareholders for the fiscal year ended December 25,
1999, under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to market risks related to fluctuations in interest rates
on its variable rate debt, which consists of a revolving credit facility and
industrial development revenue bonds. The Company does not currently use
interest rate swaps, futures contracts or options on futures, or other types of
derivative financial instruments to mitigate this risk.
12
13
For fixed rate debt, changes in interest rates generally affect the fair market
value, but not earnings or cash flows. Conversely, for variable rate debt,
changes in interest rates generally do not influence fair market value, but do
affect future earnings and cash flows. The Company does not have an obligation
to prepay fixed rate debt prior to maturity, and as a result, interest rate risk
and changes in fair market value should not have a significant impact on such
debt until the Company would be required to refinance it.
On December 25, 1999, the estimated fair value of the Company's long-term debt,
including the current portion, was $147,383,000, which was $6,915,000 less than
the carrying value. The estimated fair value is based on rates anticipated to be
available to the Company for debt with similar terms and maturities. The
estimated fair value of notes payable included in current liabilities and the
revolving credit facility approximated the carrying values.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this Item is incorporated by reference to the
Company's Annual Report to Shareholders for the fiscal year ended December 25,
1999, under the following captions:
"Independent Auditors' Report"
"Consolidated Balance Sheets"
"Consolidated Statements of Earnings"
"Consolidated Statements of Shareholders' Equity"
"Consolidated Statements of Cash Flows"
"Notes to Consolidated Financial Statements"
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information relating to executive officers is included in this report in the
last Section of Part I under the caption "Additional Item: Executive Officers of
the Registrant." Information relating to directors and compliance with Section
16(a) of the Securities and Exchange Act of 1934 is incorporated by reference to
the Company's definitive Proxy Statement for the 2000 Annual Meeting of
Shareholders, as filed with the Commission, under the captions "Election of
Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance."
ITEM 11. EXECUTIVE COMPENSATION.
Information relating to executive compensation is incorporated by reference to
the Company's definitive Proxy Statement for the 2000 Annual Meeting of
Shareholders under the caption "Executive Compensation."
13
14
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information relating to security ownership of certain beneficial owners and
management is incorporated by reference to the Company's definitive Proxy
Statement for the 2000 Annual Meeting of Shareholders under the captions
"Ownership of Common Stock" and "Securities Ownership of Management."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.
Information relating to certain relationships and related party transactions is
incorporated by reference to the Company's definitive Proxy Statement for the
2000 Annual Meeting of Shareholders under the caption "Election of Directors."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements. The following Independent Auditors' Report and
Consolidated Financial Statements are incorporated by reference, under Item 8 of
this report, from the Company's Annual Report to Shareholders for the fiscal
year ended December 25, 1999:
Independent Auditors' Report
Consolidated Balance Sheets as of December 25, 1999 and December 26, 1998
Consolidated Statements of Earnings for the Years Ended December 25, 1999,
December 26, 1998 and December 27, 1997
Consolidated Statements of Shareholders' Equity for the Years Ended
December 25, 1999, December 26, 1998 and December 27, 1997
Consolidated Statements of Cash Flows for the Years Ended December 25,
1999, December 26, 1998 and December 27, 1997
Notes to Consolidated Financial Statements
2. Financial Statement Schedules. All schedules required by this Form
10-K Report have been omitted because they were inapplicable, included in the
Consolidated Financial Statements or Notes to Consolidated Financial Statements,
or otherwise not required under instructions contained in Regulation S-X.
3. Exhibits. Reference is made to the Exhibit Index which is found on
pages E-1 through E-3 of this Form 10-K Report.
(b) No reports on Form 8-K were filed in the fourth quarter of 1999.
14
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 24, 2000 UNIVERSAL FOREST PRODUCTS, INC.
By:/s/ PETER F. SECCHIA
----------------------------------------------
PETER F. SECCHIA, CHAIRMAN OF THE BOARD
and
/s/ WILLIAM G. CURRIE
----------------------------------------------
WILLIAM G. CURRIE, CHIEF EXECUTIVE OFFICER AND
VICE CHAIRMAN OF THE BOARD
and
/s/ MICHAEL R. COLE
----------------------------------------------
MICHAEL R. COLE, VICE PRESIDENT OF FINANCE AND
ACTING CHIEF FINANCIAL OFFICER (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
15
16
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on this 24th day of March, 2000, by the following
persons on behalf of the Company and in the capacities indicated.
Each Director of the Company whose signature appears below hereby
appoints Matthew J. Missad and Michael R. Cole, and each of them individually,
as his attorney-in-fact to sign in his name and on his behalf as a Director of
the Company, and to file with the Commission any and all amendments to this
report on Form 10-K to the same extent and with the same effect as if done
personally.
/s/ PETER F. SECCHIA /s/ JOHN W. GARSIDE
- ----------------------------------- -----------------------------------
PETER F. SECCHIA, DIRECTOR JOHN W. GARSIDE, DIRECTOR
/s/ WILLIAM G. CURRIE /s/ PHILIP M. NOVELL
- ----------------------------------- -----------------------------------
WILLIAM G. CURRIE, DIRECTOR PHILIP M. NOVELL, DIRECTOR
/s/ RICHARD M. DEVOS /s/ LOUIS A. SMITH
- ----------------------------------- -----------------------------------
RICHARD M. DEVOS, DIRECTOR LOUIS A. SMITH, DIRECTOR
/s/ JOHN C. CANEPA /s/ CARROLL M. SHOFFNER
- ----------------------------------- -----------------------------------
JOHN C. CANEPA, DIRECTOR CARROLL M. SHOFFNER, DIRECTOR
16
17
EXHIBIT NO. DESCRIPTION
2(b) Agreement and Plan of Reorganization dated as of March 30, 1998,
by and among Universal Forest Products, Inc., UFP Acquisition
Corp. II, Shoffner Industries, Inc. and the Shareholders of
Shoffner Industries, Inc., together with the Annexes thereto, was
filed as Exhibit 2.1 to a Form 8-K Report dated March 30, 1998,
and the same is incorporated herein by reference.
2(c) Purchase Agreement dated as of February 18, 1998, by and among
Universal Forest Products Southwest Company, Inc., Advanced
Component Systems, Inc., T.F. Investments, L.L.C., and F.T.G.
Leasing, Inc., was filed as Exhibit 2.1 to a Form 8-K Report dated
April 20, 1998, and the same is incorporated herein by reference.
3(a) Registrant's Articles of Incorporation were filed as Exhibit 3(a)
to a Registration Statement on Form S-1 (No. 33-69474) and the
same is incorporated herein by reference.
3(b) Registrant's Bylaws were filed as Exhibit 3(b) to a Registration
Statement on Form S-1 (No. 33-69474) and the same is incorporated
herein by reference.
4(a) Specimen form of Stock Certificate for Common Stock was filed as
Exhibit 4(a) to a Registration Statement on Form S-1 (No.
33-69474) and the same is incorporated herein by reference.
4(b)(1) Loan Agreement with Old Kent Bank and Trust Company dated April
18, 1988 was filed as Exhibit 4(b)(1) to a Registration Statement
on Form S-1 (No. 33-69474) and the same is incorporated herein by
reference.
4(b)(2) Business Loan Agreement with Michigan National Bank dated August
17, 1988, as amended was filed as Exhibit 4(b)(2) to a
Registration Statement on Form S-1 (No. 33- 69474) and the same is
incorporated herein by reference.
4(b)(3) Series A, Senior Unsecured Note Agreement dated May 5, 1994, was
filed as Exhibit 4(b)(3) to a Form 10-Q Quarterly Report for the
quarter period ended March 26, 1994, and the same is incorporated
herein by reference.
4(b)(4) First Amendment to Note Agreement dated November 13, 1998,
relating to Series A, Senior Unsecured Note Agreement dated May 5,
1994.
10(a) Redemption Agreement with Peter F. Secchia, dated August 26, 1993,
was filed as Exhibit 10(a) to a Registration Statement on Form S-1
(No. 33-69474) and the same is incorporated herein by reference.
10(b) Form of Indemnity Agreement entered into between the Registrant
and each of its directors was filed as Exhibit 10(b) to a
Registration Statement on Form S-1 (No. 33- 69474) and the same is
incorporated herein by reference.
E-1
18
EXHIBIT NO. DESCRIPTION
10(c)(2) Lease guarantee, dated March 10, 1978, given by Registrant on
behalf of Universal Restaurants, Inc. to Jackson Properties was
filed as Exhibit 10(c)(2) to a Registration Statement on Form S-1
(No. 33-69474) and the same is incorporated herein by reference.
10(c)(3) Lease guarantee, dated November 15, 1977, by Registrant on behalf
of Great Lakes Steak Company of Ann Arbor, Inc. to William C. and
Sally A. Martin was filed as Exhibit 10(c)(3) to a Registration
Statement on Form S-1 (No. 33-69474) and the same is incorporated
herein by reference.
10(c)(4) Lease guarantee, dated March 10, 1978, by Registrant on behalf of
Universal Restaurants, Inc. to Forbes/Cohen Properties was filed
as Exhibit 10(c)(4) to a Registration Statement on Form S-1 (No.
33-69474) and the same is incorporated herein by reference.
10(c)(5) Lease guarantee, dated April 26, 1978, by Registrant on behalf of
Universal Restaurants, Inc. to Dorr D. and Nettie R. Granger was
filed as Exhibit 10(c)(5) to a Registration Statement on Form S-1
(No. 33-69474) and the same is incorporated herein by reference.
10(d)(1) Lease between Registrant and its Employee Profit Sharing and
Retirement Trust Fund as lessor regarding Registrant's Shakopee,
Minnesota facility was filed as Exhibit 10(d)(1) to a Registration
Statement on Form S-1 (No. 33-69474) and the same is incorporated
herein by reference.
10(d)(2) Lease between Registrant and McIntosh Lumber Co. as lessor
regarding Registrant's Huntington Beach, California facility was
filed as Exhibit 10(d)(2) to a Registration Statement on Form S-1
(No. 33-69474) and the same is incorporated herein by reference.
*10(e)(1) Form of Executive Stock Option Agreement was filed as Exhibit
10(e)(1) to a Registration Statement on Form S-1 (No. 33-69474)
and the same is incorporated herein by reference.
*10(e)(2) Form of Officers' Stock Option Agreement was filed as Exhibit
10(e)(2) to a Registration Statement on Form S-1 (No. 33-69474)
and the same is incorporated herein by reference.
*10(f) Salaried Employee Bonus Plan was filed as Exhibit 10(f) to a
Registration Statement on Form S-1 (No. 33-69474) and the same is
incorporated herein by reference.
10(g)(1) Term Loan Agreement between Registrant and NBD Bank, N.A. dated
December 1, 1992, was filed as Exhibit 10(g)(1) to a Registration
Statement on Form S-1 (No. 33- 69474) and the same is incorporated
herein by reference.
10(g)(2) Promissory Note with Old Kent Bank and Trust Company, dated
September 1, 1993, was filed as Exhibit 10(g)(2) to a Registration
Statement on Form S-1 (No. 33-69474) and the same is incorporated
herein by reference.
E-2
19
EXHIBIT NO. DESCRIPTION
10(g)(3) Installment Business Loan Note with NBD Bank, N.A. dated December
1, 1992, was filed as Exhibit 10(g)(3) to a Registration Statement
on Form S-1 (No. 33-69474) and the same is incorporated herein by
reference.
10(g)(4) Business Loan Agreement with Michigan National Bank executed April
14, 1987, was filed as Exhibit 10(g)(4) to a Registration
Statement on Form S-1 (No. 33-69474) and the same is incorporated
herein by reference.
10(g)(5) Promissory Note with NBD Bank, N.A., dated January 20, 1994, was
filed as Exhibit 10(g)(5) to a Form 10-K Annual Report for the
year ended December 25, 1993, and the same is incorporated herein
by reference.
10(g)(6) Promissory Note with Old Kent Bank and Trust Company, dated
January 24, 1994, was filed as Exhibit 10(g)(6) to a Form 10-K
Annual Report for the year ended December 25, 1993, and the same
is incorporated herein by reference.
10(g)(7) Promissory Note with Michigan National Bank, dated January 27,
1994, was filed as Exhibit 10(g)(7) to a Form 10-K Annual Report
for the year ended December 25, 1993, and the same is incorporated
herein by reference.
10(g)(8) Promissory Note with Comerica Bank, dated February 14, 1994, was
filed as Exhibit 10(g)(8) to a Form 10-K Annual Report for the
year ended December 25, 1993, and the same is incorporated herein
by reference.
10(h)(1) Land Contract Agreement dated May 26, 1994, was filed as Exhibit
10(h)(1) to a Form 10-Q Quarterly Report for the quarter period
ended June 25, 1994, and the same is incorporated herein by
reference.
10(i)(1) Revolving Credit Agreement dated November 13, 1998 was filed as
Exhibit 10(i)(1) to a Form 10-K Annual Report for the year ended
December 26, 1998, and the same is incorporated herein by
reference.
10(j)(1) Series 1998-A, Senior Note Agreement dated December 21, 1998 was
filed as Exhibit 10(j)(1) to a Form 10-K Annual Report for the
year ended December 26, 1998, and the same is incorporated herein
by reference.
13 Selected portions of the Company's Annual Report to Shareholders
for the fiscal year ended December 25, 1999.
21 List of Registrant's subsidiaries.
23 Consent of Deloitte & Touche LLP.
27 Financial Data Schedule.
- ------------------
*Indicates a compensatory arrangement.
E-3