Back to GetFilings.com
1
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 30, 2000.
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 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
-----------------------------------------
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, 2001, 19,706,769 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 $165,961,968 computed at the closing price of $14.3125 on that
date.
Documents incorporated by reference:
(1) Certain portions of the Company's Annual Report to Shareholders for the
fiscal year ended December 30, 2000 are incorporated by reference into Part
I and II of this Report.
(2) Certain portions of the Company's Proxy Statement for its 2001 Annual
Meeting of Shareholders are incorporated by reference into Part III of this
Report.
Exhibit Index located on page E-1.
Page 1 of 14
2
ANNUAL REPORT ON FORM 10-K
DECEMBER 30, 2000
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business. 3
Item 2. Properties. 7
Item 3. Legal Proceedings. 7
Item 4. Submission of Matters to a Vote of Security Holders. 7
Additional Item: Executive Officers of the Registrant. 8
PART II
Item 5. Market for the Registrant's Common Equity and Related
Shareholder Matters. 10
Item 6. Selected Financial Data. 10
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 10
Item 8. Financial Statements and Supplemental Data. 11
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. 11
PART III
Item 10. Directors and Executive Officers of the Registrant. 11
Item 11. Executive Compensation. 11
Item 12. Security Ownership of Certain Beneficial Owners
and Management. 11
Item 13. Certain Relationships and Related Transactions. 12
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K. 12
2
3
PART I
ITEM 1. BUSINESS.
(a) GENERAL DEVELOPMENT OF THE BUSINESS.
Organized as a Michigan corporation in 1955, 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 80 facilities
throughout the United States, Canada and Mexico.
Information relating to current developments in the Company's business is
incorporated by reference from the Company's Annual Report to Shareholders for
the fiscal year ended December 30, 2000 ("2000 Annual Report") under the
caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations." Selected portions of the 2000 Annual Report are filed
as Exhibit 13 with this Form 10-K Report.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
The Company's operations comprise a single industry segment - the engineering,
manufacturing, treatment and distribution of lumber products. Accordingly,
separate industry segment information is not presented.
(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, retail-oriented regional lumberyards and contractor-oriented
lumberyards. 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. One customer, The Home Depot, accounted for approximately
32%, 26% and 20% of the Company's total net sales for fiscal 2000, 1999 and
1998, respectively.
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
3
4
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 trademarks. Lumber treated with preservatives is often
sold under the Company's PRO-WOOD(R) trademark. Value-added products may be
preserved by pressure-treatment or unpreserved, and include the following:
- - The Deck Necessities(R) group of products consists of decking, balusters,
spindles, decorative posts, handrails, stair risers, stringers and treads.
- - The Fence Fundamentals(TM) group of products includes various styles of
fences, as well as gates, posts and other components.
- - The Outdoor Essentials(R) group of products consists of various home and
garden and landscaping items.
- - Lattice is 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, which include
roof trusses, wall panels and engineered floor systems (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 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, geographic dispersion,
close proximity of its plants to core customers, purchasing expertise and
service capabilities provide significant competitive advantages in this market.
As the customers in this market continue 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. 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 45% of the HUD Code roof
trusses supplied to this market. The Company's principal
4
5
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. 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.
SITE-BUILT CONSTRUCTION MARKET. The Company entered the site-built construction
market through strategic business acquisitions beginning in 1997. The customers
comprising this market are primarily large-volume, multi-tract builders and
smaller volume custom builders. 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 34 facilities
located in 15 different states and Canada. 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
lumberyards which are attempting to expand nationally while adding manufacturing
capacity for engineered wood products. The Company believes its primary
competitive advantages relate to the engineering and design capabilities of its
regional staff, customer relationships, product quality and timeliness of
delivery.
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 and site-built component plants in the
Southeastern United States, 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
5
6
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. 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. As the Company develops proprietary
brands, it may pursue registration or other formal protection. 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 be likely to have a material
adverse impact on the competitive position of the Company.
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.
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.
On March 1, 2001 and 2000, backlog orders associated with the site-built
construction business approximated $31.8 million and $17.5 million,
respectively, representing approximately seven and five weeks of production,
respectively. The Company believes the relatively short time period associated
with its backlog, in certain regions, provides a significant competitive
advantage.
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
6
7
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.
WOOD PRESERVATION TREATMENT. Information required for environmental disclosures
is incorporated by reference from Footnote L of the Consolidated Financial
Statements presented under Item 8 herein.
EMPLOYEES. At March 1, 2001, the Company had approximately 5,400 employees. No
Company employees are represented by a labor union, except for employees of an
operation acquired in June of 2000 who 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.
(d) FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS.
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 N 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.
The Company currently has 80 facilities located throughout the United States,
Canada and Mexico. 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, manufacturing space, treating space and covered storage.
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.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
7
8
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, 2001. Executive officers are elected annually
by the Board of Directors at the first meeting of the Board following the annual
meeting of shareholders.
- -------------------------------------------------------------------------------------------------------------------
Name Age Position
- -------------------------------------------------------------------------------------------------------------------
Peter F. Secchia 63 Chairman of the Board, Universal Forest Products, Inc.
William G. Currie 53 Chief Exec. Officer and Vice Chair. of the Board, Universal Forest Products, Inc.
Michael B. Glenn 49 President and Chief Operating Officer, Universal Forest Products, Inc.
C. Scott Greene 45 President, Universal Forest Products Eastern Division, Inc.
Robert K. Hill 53 President, Universal Forest Products Western Division, Inc.
Gary A. Wright 53 Exec. Vice Pres. Site-Built, Universal Forest Products Eastern Div., Inc.
and President, Shoffner Industries, L.L.C.
Jeff A. Higgs 46 Exec. Vice President Site-Built, Universal Forest Products Western Div., Inc.
Robert D. Coleman 46 Exec. Vice President Manufacturing, Universal Forest Products, Inc.
Philip E. Rogers 50 Exec. Vice Pres. National Sales and Marketing, Universal Forest Products, Inc.
Matthew J. Missad 40 Executive Vice President and Secretary, Universal Forest Products, Inc.
Michael R. Cole 34 Chief Financial Officer and Treasurer, Universal Forest Products, Inc.
Eric S. Maxey 42 Vice President of Administration, Universal Forest Products, Inc.
- -------------------------------------------------------------------------------------------------------------------
Peter F. Secchia, Chairman of the Board, began his service with the Company in
1962 and has been a director since 1967.
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, became President of Universal Forest
Products Western Division, Inc. Effective January 1, 2000, Mr. Glenn was
promoted to President and Chief Operating Officer of the Company.
8
9
C. Scott Greene joined the Company in February of 1991 as Marketing Manager for
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. On January 1, 2000,
Mr. Greene became President of Universal Forest Products Eastern Division, Inc.
Robert K. Hill has been with the Company since 1986. In March of 1993, Mr. Hill
was elected Senior Vice President of the Company's Far West operations. On
December 1, 1997, Mr. Hill became the Executive Vice President of Operations of
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 remained President of Shoffner Industries,
L.L.C., and on January 1, 2001 he also became Executive Vice President of
Site-Built for Universal Forest Products Eastern Division, Inc.
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 served as a Vice President of Operations for Universal Forest Products
Western Division, Inc. since 1998, and on January 1, 2001 became Executive Vice
President of Site-Built for Universal Forest Products Western Division, Inc.
Robert D. Coleman, has been an employee of the Company since 1979. Mr. Coleman
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. 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. On July 19, 2000, Mr. Cole
became Chief Financial Officer of the Company.
Eric S. Maxey, an employee of the Company since 1981, has served as Vice
President of Administration since 1992.
9
10
PART II
The following information items in this Part II, which are contained in the 2000
Annual Report, are specifically incorporated by reference into this Form 10-K
Report. These portions of the 2000 Annual Report, that are specifically
incorporated by reference, 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 2000
Annual Report 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 2000
Annual Report under the caption "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 2000
Annual Report 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 revolving credit facilities 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.
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 30, 2000, the estimated fair value of the Company's long-term debt,
including the current portion, was $153,446,000, which was $6,144,000 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.
10
11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this Item is incorporated by reference from the 2000
Annual Report 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.
None.
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
from the Company's definitive Proxy Statement dated March 20, 2001, for the 2001
Annual Meeting of Shareholders, as filed with the Commission ("2001 Proxy
Statement"), 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 from
the 2001 Proxy Statement under the caption "Executive Compensation."
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 from the 2001 Proxy Statement under the
captions "Ownership of Common Stock" and "Securities Ownership of Management."
11
12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information relating to certain relationships and related transactions is
incorporated by reference from the 2001 Proxy Statement 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 2000 Annual Report:
Independent Auditors' Report
Consolidated Balance Sheets as of December 30, 2000 and December 25, 1999
Consolidated Statements of Earnings for the Years Ended December 30, 2000,
December 25, 1999 and December 26, 1998
Consolidated Statements of Shareholders' Equity for the Years Ended
December 30, 2000, December 25, 1999 and December 26, 1998
Consolidated Statements of Cash Flows for the Years Ended December 30, 2000,
December 25, 1999 and December 26, 1998
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) None.
12
13
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 28, 2001 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, CHIEF FINANCIAL
OFFICER AND TREASURER (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
13
14
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on this 28th day of March, 2001, 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/ /s/ Louis A. Smith
- ------------------------------------- ---------------------------------------
JOHN C. CANEPA, DIRECTOR LOUIS A. SMITH, DIRECTOR
/s/ Carroll M. Shoffner
- -------------------------------------
CARROLL M. SHOFFNER, DIRECTOR
14
15
EXHIBIT NO. DESCRIPTION
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, was filed as Exhibit 4b(4) to a Form 10K Annual Report for
the year ended December 26, 1998, and the same is incorporated
herein by reference.
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.
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.
E-1
16
EXHIBIT NO. DESCRIPTION
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.
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.
E-2
17
EXHIBIT NO. DESCRIPTION
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 30, 2000.
21 List of Registrant's subsidiaries.
23 Consent of Deloitte & Touche LLP.
- -----------------
*Indicates a compensatory arrangement.
E-3