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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 2934. FOR FISCAL YEAR ENDED DECEMBER 25, 2004.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. For the transition period of ____ 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 EAST 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 in the past 90 days.
Yes: [X] No: [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to Items 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. [ ]
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2).
Yes: [X] No: [ ]
As of June 26, 2004, 17,945,158 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 $446,843,443 computed at the closing price of $30.80 on that
date.
As of January 29, 2005, 18,014,518 shares of the registrant's common stock, no
par value, were outstanding.
Documents incorporated by reference:
(1) Certain portions of the Company's Annual Report to Shareholders for the
fiscal year ended December 25, 2004 are incorporated by reference into
Part I and II of this Report.
(2) Certain portions of the Company's Proxy Statement for its 2005 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
ANNUAL REPORT ON FORM 10-K
DECEMBER 25, 2004
TABLE OF CONTENTS
PART I
Item 1. Business. 3
Item 2. Properties. 7
Item 3. Legal Proceedings. 8
Item 4. Submission of Matters to a Vote of Security Holders. 8
Additional item: Executive Officers of the Registrant. 8
PART II
Item 5. Market for Registrant's Common Equity, Related Shareholder 9
Matters and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data. 10
Item 7. Management's Discussion and Analysis of Financial Condition 10
and Results of Operations.
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 11
and Financial Disclosure.
Item 9A. Controls and Procedures. 11
Item 9B. Other Information. 12
PART III
Item 10. Directors and Executive Officers of the Registrant. 12
Item 11. Executive Compensation. 12
Item 12. Security Ownership of Certain Beneficial Owners and Management 12
and Related Shareholder Matters.
Item 13. Certain Relationships and Related Transactions. 13
Item 14. Principal Accountant Fees and Services. 13
PART IV
Item 15. Exhibits, Financial Statement Schedules. 13
2
PART I
ITEM 1. BUSINESS.
GENERAL DEVELOPMENT OF THE BUSINESS.
Universal Forest Products, Inc. was organized as a Michigan corporation in 1955.
We engineer, manufacture, treat, distribute and install lumber, composite wood,
plastic and other building products to the Do-It-Yourself/retail ("DIY/retail"),
site-built construction, manufactured housing, and industrial markets. We
currently operate facilities throughout the United States, Canada, and Mexico.
Information relating to current developments in our business is incorporated by
reference from our Annual Report to Shareholders for the fiscal year ended
December 25, 2004 ("2004 Annual Report") under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Selected portions of the 2004 Annual Report are filed as Exhibit 13 with this
Form 10-K Report.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
Statement of Financial Accounting Standards ("SFAS") No. 131, Disclosures about
Segments of an Enterprise and Related Information ("SFAS 131") defines operating
segments as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. Under the definition of a segment, our Eastern and Western
Divisions may be considered an operating segment of our business. Under SFAS
131, segments may be aggregated if the segments have similar economic
characteristics and if the nature of the products, distribution methods,
customers and regulatory environments are similar. We have aggregated our
divisions into one reporting segment, consistent with SFAS 131. Accordingly,
separate industry segment information is not presented.
NARRATIVE DESCRIPTION OF BUSINESS.
We presently engineer, manufacture, treat, distribute and install lumber,
composite wood, plastic and other building products for the DIY/retail,
site-built construction, manufactured housing, and industrial markets. Each of
these markets is discussed in the paragraphs which follow.
DIY/Retail Market. The customers comprising this market are primarily national
home center retailers, retail-oriented regional lumberyards and
contractor-oriented lumberyards. Generally, terms of sale are established for
annual periods, and orders are placed with our regional facilities in accordance
with established terms. One customer, The Home Depot, accounted for
approximately 25% of our total net sales for fiscal 2004, and 30% for 2003 and
2002.
3
From time to time we enter into certain sales contracts with The Home Depot. The
contracts are limited to the establishment of general sales terms and
conditions, such as delivery, invoicing, warranties and other standard,
commercial matters. Sales are made by the release of purchase orders to us for
particular quantities of certain products. We also enter into marketing
agreements and rebate agreements with The Home Depot. The marketing agreements
provide a certain percentage of our sales revenue or a minimum dollar amount
will be committed to generate sales for us and The Home Depot.
We currently supply customers in this market from many of our locations. These
regional facilities are able to supply 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 our 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 dimensional lumber
(both preserved and unpreserved) and various "value-added products," some of
which are sold under our trademarks. In addition to our conventional lumber
products, we offer composite wood and plastic products. We also sell engineered
wood products to this market, which include roof trusses, wall panels and
engineered floor systems (see "Site-Built Construction Market" below).
We are 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. We face 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. We believe
the breadth of our product offering, geographic dispersion, close proximity of
our plants to core customers, purchasing expertise and service capabilities
provide significant competitive advantages in this market.
Site-Built Construction Market. We entered the site-built construction market
through strategic business acquisitions beginning in 1997. The residential
housing customers comprising this market are primarily large-volume, multi-tract
builders and smaller volume custom builders. We also supply builders engaged in
multi-family and commercial construction. Generally, terms of sale and pricing
are determined based on quotes for each order.
We currently supply customers in this market from many manufacturing facilities
located in many different states and Canada. These facilities manufacture
various engineered wood components used to frame residential or commercial
projects, including roof and floor trusses, wall panels, Open Joist 2000(R),
I-joists and lumber packages. Freight costs are a factor in the ability to
competitively service this market due to the space requirements of these
products on each truckload.
We also provide framing services for customers in certain regional markets, in
which we erect the wood structure. We believe that providing a comprehensive
framing package, including
4
installation, provides a competitive advantage. Terms of sale are based on a
construction contract.
Competitors in this market include regional retail contractor yards who also
manufacture components, as well as regional manufacturers of components. Our
objective is to continue to increase our manufacturing capacity and framing
capabilities for this market while developing a national presence. We believe
our primary competitive advantages relate to the engineering and design
capabilities of our regional staff, customer relationships, product quality and
timeliness of delivery.
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 dimensional 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.
While no competitor operates in as widely-dispersed geographic areas as we do,
we face competition from suppliers in many geographic regions. Our principal
competitive advantages include our product knowledge, the capacity to supply all
of the customer's lumber requirements, the ability to deliver engineering
support services, the close proximity of our regional facilities to our
customers and our ability to provide national sales programs to certain
customers.
Industrial Market. We define our industrial market as industrial manufacturers
and agricultural customers who use pallets, specialty 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 us to increase our raw material yields while
expanding our business. Competition is fragmented and includes virtually every
supplier of lumber convenient to the customer. We service this market with our
regional sales personnel supported by a centralized national sales and marketing
department.
Suppliers. We are one of the largest domestic buyers of solid sawn lumber from
primary producers (lumber mills). We use primarily southern yellow pines in our
pressure-treating operations and site-built component plants in the Southeastern
United States, which we obtain from mills located throughout the states
comprising the Sunbelt. Other species we use include "spruce-pine-fir" from
various provinces in Canada; hemlock, Douglas fir and cedar from the Pacific
Northwest; inland species of pine, plantation grown radiata and southern yellow
pines from South America; and European spruce. There are numerous primary
producers for all varieties we use, and we are not dependent on any particular
source of supply. Our financial resources, in combination with our strong sales
network and ability to remanufacture lumber, enable us to purchase a large
percentage of a primary producer's output, (as opposed to only those dimensions
or grades in immediate need), thereby lowering our average cost of raw
materials. We believe this represents a competitive advantage.
5
Intellectual Property. We own several patents and have several patents pending
on technologies related to our business. In addition, we own numerous registered
trademarks and claim common law trademark rights to several others. As we
develop proprietary brands, we may pursue registration or other formal
protection. While we believe our patent and trademark rights are valuable, the
loss of a patent or any trademark would not be likely to have a material adverse
impact on our competitive position.
Seasonal Influences. Our 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/retail market have substantial seasonal impacts. The
demand for many of our DIY/retail products is highest during the period of April
to August. This sales peak, combined with capacity constraints in the wood
treatment process, requires us to build our inventory of treated lumber
throughout the winter and spring. Because sales prices of treated lumber
products may be indexed to the Lumber Market at the time they are shipped, our
profits can be negatively affected by prolonged declines in the Lumber Market
during our primary selling season. To mitigate this risk, consignment inventory
programs are negotiated with certain vendors that are intended to decrease our
exposure to the Lumber Market by correlating the purchase price of the material
with the related sell price to the customer. These programs include those
materials which are most susceptible to adverse changes in the Lumber Market.
Backlog. Due to the nature of our DIY/retail, 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, we would not normally have a backlog of unfilled orders in a material
amount. The relationships with our major customers are such that we are 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 we are able to forecast the customer's requirements or the
customer may provide an estimate of its future needs. In neither case, however,
will we receive firm orders until just prior to the anticipated delivery dates
for the products in question.
On December 25, 2004 and December 27, 2003, we estimate that backlog orders
associated with the site-built construction business approximated $69.2 million
and $76.8 million, respectively. We expect that these orders will be filled
within the current fiscal year.
Research and Development. Our research and development efforts 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 our competitive strengths and
growth, the dollar amount of research and development expenditures has not
typically been material to us.
6
Environmental. Information required for environmental disclosures is
incorporated by reference from Note N of the Consolidated Financial Statements
presented under Item 8 herein.
Employees. At January 29, 2005, we had approximately 8,200 employees.
FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS.
The dominant portion of our operations and sales occur in the United States.
Separate financial information about foreign and domestic operations and export
sales is incorporated by reference from Note Q of the Consolidated Financial
Statements presented under Item 8 herein.
AVAILABLE INFORMATION.
Our Internet address is www.ufpi.com. Through our Internet web site under
"Financials" in the Investor Relations section, we make available free of
charge, as soon as reasonably practical after such information has been filed
with the SEC, our annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and amendments to those reports filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act. Also available through
our Internet web site under "Corporate Governance" in the Investor Relations
section is our Code of Ethics for Senior Financial Officers.
REPORTS TO SECURITY HOLDERS.
Not applicable.
ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS.
Not applicable.
ITEM 2. PROPERTIES.
Our corporate headquarters building is located in suburban Grand Rapids,
Michigan. We currently have 98 facilities located throughout the United States,
Canada, and Mexico. Depending upon function and location, these facilities
typically utilize office space, manufacturing space, treating space and covered
storage.
We own all of our properties, free from any significant mortgage or other
encumbrance, except for fourteen regional facilities which are leased. We
believe all of these operating facilities are adequate in capacity and condition
to service existing customer locations.
7
ITEM 3. LEGAL PROCEEDINGS.
Information regarding our legal proceedings is set forth in Note N of our
Consolidated Financial Statements which are presented under Item 8 of this Form
10-K and are incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ADDITIONAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table lists the names, ages, and positions of our executive
officers as of February 1, 2005. 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
William G. Currie 57 Vice Chair. of the Board and Chief Exec. Officer, Universal Forest Products, Inc.
Michael B. Glenn 53 President and Chief Operating Officer, Universal Forest Products, Inc.
C. Scott Greene 49 President, Universal Forest Products Eastern Division, Inc.
Robert K. Hill 57 President, Universal Forest Products Western Division, Inc.
Robert D. Coleman 50 Executive Vice President Manufacturing, Universal Forest Products, Inc.
Matthew J. Missad 44 Executive Vice President and Secretary, Universal Forest Products, Inc.
Michael R. Cole 38 Chief Financial Officer and Treasurer, Universal Forest Products, Inc.
William G. Currie joined us 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
Universal Forest Products, Inc. in 1993. On January 1, 2000, Mr. Currie also
became Vice Chairman of the Board.
Michael B. Glenn has been employed by us since 1974. In June of 1989, Mr. Glenn
was elected Senior Vice President of our 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.
C. Scott Greene joined us in February of 1991. In November of 1996 he became
General Manager of Operations for our Florida Region, and in January of 1999
became Vice President of Marketing for Universal Forest Products, Inc. During
early 2000, Mr. Greene became President of Universal Forest Products Eastern
Division, Inc.
Robert K. Hill has been with us since 1986. In March of 1993, Mr. Hill was
elected Senior Vice President of our 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.
8
Robert D. Coleman, has been an employee since 1979. Mr. Coleman was promoted to
Senior Vice President of our 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.
Matthew J. Missad has been employed 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.
Michael R. Cole, CPA, CMA, joined us in November of 1993. In January of 1997,
Mr. Cole was promoted to Director of Finance, and on January 1, 2000 was made
Vice President of Finance. On July 19, 2000, Mr. Cole became Chief Financial
Officer.
PART II
The following information items in this Part II, which are contained in the 2004
Annual Report, are specifically incorporated by reference into this Form 10-K
Report. These portions of the 2004 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, RELATED SHAREHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES.
(a) The information relating to market, holders and dividends is incorporated
by reference from the 2004 Annual Report under the caption "Price Range of
Common Stock and Dividends."
Sales of equity securities in the fourth quarter not registered under the
Securities Act:
Date of Class of Number of Consideration
Sale Stock Shares Purchasers Exchanged
------- -------- --------- ---------- -------------
Stock Gift Program Various Common 248 Eligible None
persons
(b) Not applicable.
9
(c) There were no issuer purchases of equity securities during the fourth
quarter.
Fiscal Month (a) (b) (c) (d)
- ------------ ------- --------- -------- ---------
September 26 - October 30, 2004(1)................... 1,550,587
October 31 - November 27, 2004....................... 1,550,587
November 28 - December 25, 2004...................... 1,550,587
(a) Total number of shares purchased.
(b) Average price paid per share.
(c) Total number of shares purchased as part of publicly announced plans
or programs.
(d) Maximum number of shares that may yet be purchased under the plans
or programs.
- ----------
(1) On October 21, 1998, the Board of Directors approved a share repurchase
program (which succeeded a previous program) allowing us to repurchase up
to 1.8 million shares of our common stock. On October 18, 2000 and
November 14, 2001, the Board of Directors authorized an additional 1
million shares and 2.5 million shares, respectively, to be repurchased
under the program. As of December 25, 2004, cumulative total authorized
shares available for repurchase is 1.5 million shares.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this Item is incorporated by reference from the 2004
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 2004
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.
We are exposed to market risks related to fluctuations in interest rates on our
variable rate debt, which consists of a revolving credit facility and industrial
development revenue bonds. We do 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
10
not influence fair market value, but do affect future earnings and cash flows.
We do 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 we would be required to refinance it.
On December 25, 2004, the estimated fair value of our long-term debt, including
the current portion, was $210.1 million, which was $3.0 million greater than the
carrying value. The estimated fair value is based on rates anticipated to be
available to us for debt with similar terms and maturities. The estimated fair
value of notes payable included in current liabilities and the revolving credit
facility approximated the carrying values.
Expected cash flows over the next five years related to debt instruments are as
follows:
2005 2006 2007 2008 2009 Thereafter Total
-------- ----- ----- --------- --------- ---------- --------
($US equivalents, in thousands)
Long-term Debt:
Fixed Rate ($US) $ 21,500 $ 78,500 $ 15,000 $ 40,000 $155,000
Average interest rate 6.69% 6.98% 5.63% 6.16%
Variable Rate ($US) $ 533 $ 452 $ 358 $ 2,362 $ 30,129 $ 18,308 $ 52,142
Average interest rate(1) 2.78%
- ----------
(1)Average of rates at December 25, 2004.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this Item is incorporated by reference from the 2004
Annual Report under the following captions:
"Management's Annual Report on Internal Control Over Financial Reporting"
"Report of Independent Registered Public Accounting Firm
on Internal Control Over Financial Reporting"
"Report of Independent Registered Public Accounting Firm"
"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.
11
ITEM 9A. CONTROLS AND PROCEDURES.
(1) Evaluation of Disclosure Controls and Procedures. With the participation
of management, our chief executive officer and chief financial officer,
after evaluating the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a - 15e and 15d - 15e) as
of the year ended December 25, 2004 (the "Evaluation Date"), have
concluded that, as of such date, our disclosure controls and procedures
were effective.
(2) Management's Annual Report on Internal Control Over Financial Reporting.
Management's Annual Report on Internal Control Over Financial Reporting is
included in the 2004 Annual Report under the caption "Management's Annual
Report on Internal Control Over Financial Reporting" and is incorporated
herein by reference. Our accounting firm's attestation on that Report is
also included in the 2004 Annual Report in the caption "Report of
Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting" and is incorporated herein by reference.
(3) Changes in Internal Controls. During the fourth quarter ended December 25,
2004, there were no changes in our internal control over financial
reporting that materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
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
from our definitive Proxy Statement for the year ended December 25, 2004 for the
2005 Annual Meeting of Shareholders, as filed with the Commission ("2005 Proxy
Statement"), under the captions "Election of Directors," "Corporate Governance
and Board Matters," and "Section 16(a) Beneficial Ownership Reporting
Compliance." Information relating to our code of ethics is included in this
report in Part I under the caption "Available Information".
ITEM 11. EXECUTIVE COMPENSATION.
Information relating to executive compensation is incorporated by reference from
the 2005 Proxy Statement under the caption "Executive Compensation."
12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS.
Information relating to security ownership of certain beneficial owners and
management is incorporated by reference from our 2005 Proxy Statement under the
captions "Ownership of Common Stock" and "Securities Ownership of Management."
Information relating to securities authorized for issuance under equity
compensation plans as of December 25, 2004, is as follows:
Number of shares
Number of remaining available
shares to Weighted for future issuance
be issued average under equity
upon exercise compensation plans
exercise of price of [excluding shares
outstanding outstanding reflected in
options options column (a)]
----------- ----------- -------------------
(a) (b) (c)
----------- ----------- -------------------
Equity compensation plans approved by security holders 1,877,259 $17.42 837,374
Equity compensation plans not approved by security holders none
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information relating to certain relationships and related transactions is
incorporated by reference from the 2005 Proxy Statement under the captions
"Election of Directors" and "Related Party Transactions."
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information relating to the types of services rendered by our Independent
Auditors and the fees paid for these services is incorporated by reference from
our 2005 Proxy Statement under the caption "Independent Public Accountants."
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) 1. Financial Statements. The following Management's Annual Report, Reports
of Independent Registered Public Accounting Firm and Consolidated
Financial Statements are incorporated by reference, under Item 8 of this
report, from the 2004 Annual Report:
13
Management's Annual Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm on
Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 25, 2004 and December 27, 2003
Consolidated Statements of Earnings for the Years Ended December 25, 2004,
December 27, 2003 and December 28, 2002
Consolidated Statements of Shareholders' Equity for the Years Ended
December 25, 2004, December 27, 2003 and December 28, 2002
Consolidated Statements of Cash Flows for the Years Ended
December 25, 2004, December 27, 2003 and December 28, 2002
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 included in
this Form 10-K Report.
(b) Reference is made to the Exhibit Index which is included in this Form 10-K
Report.
(c) Not applicable.
14
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 10, 2005 UNIVERSAL FOREST PRODUCTS, INC.
By: /s/ William G. Currie
----------------------------------------
WILLIAM G. CURRIE, VICE CHAIRMAN OF THE
BOARD AND CHIEF EXECUTIVE OFFICER
and
/s/ Michael R. Cole
----------------------------------------
MICHAEL R. COLE, CHIEF FINANCIAL OFFICER
AND TREASURER
15
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on this 10th day of March, 2005, by the following
persons on behalf of us and in the capacities indicated.
Each Director 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, 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/ William G. Currie
- -------------------------------- ----------------------------------------
PETER F. SECCHIA, DIRECTOR WILLIAM G. CURRIE, DIRECTOR
/s/ Dan M. Dutton /s/ John M. Engler
- -------------------------------- ----------------------------------------
DAN M. DUTTON, DIRECTOR JOHN M. ENGLER, DIRECTOR
/s/ John W. Garside /s/ Gary F. Goode
- -------------------------------- ----------------------------------------
JOHN W. GARSIDE, DIRECTOR GARY F. GOODE, DIRECTOR
/s/ Mark A. Murray /s/ Philip M. Novell
- -------------------------------- ----------------------------------------
MARK A. MURRAY, DIRECTOR PHILIP M. NOVELL, DIRECTOR
/s/ Louis A. Smith
- --------------------------------
LOUIS A. SMITH, DIRECTOR
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EXHIBIT INDEX
Exhibit # Description
3 Articles of Incorporation and Bylaws.
(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.
(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 Instruments Defining the Rights of Security Holders.
(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.
(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.
(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 4(b)(4) to a Form 10-K
Annual Report for the fiscal year ended December 26, 1998.
10 Material Contracts.
(a) Form of Conditional Share Grant Agreement utilized under the
Company's Long Term Stock Incentive Plan, was filed as Exhibit
10(a) to a Form 10-Q Quarterly Report for the quarter ended
September 25, 2004.
(a)(2) Redemption Agreement with Peter F. Secchia, dated January 2,
2002, was filed as Exhibit 10(a)(2) to a Form 10-K, Annual
Report for the year ended December 29, 2001 and the same is
incorporated herein by reference.
*(a)(3) Consulting Agreement with Peter F. Secchia, dated December 31,
2002, and Assignment dated January 1, 2003 was filed as
Exhibit 10(a)(3) to a Form 10-K, Annual Report for the year
ended December 28, 2002 and the same is incorporated herein by
reference.
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*(a)(4) Nondisclosure and Non-Compete Agreement with Peter F. Secchia,
dated December 31, 2002 was filed as Exhibit 10(a)(4) to a
Form 10-K, Annual Report for the year ended December 28, 2002
and the same is incorporated herein by reference.
*(a)(5) Conditional Share Grant Agreement with William G. Currie dated
April 17, 2002 was filed as Exhibit 10(a)(5) to a Form 10-K,
Annual Report for the year ended December 28, 2002 and the
same is incorporated herein by reference.
(a)(6) Form of Conditional Share Grant Agreement utilized under the
Company's Long Term Stock Incentive Plan, was filed as Exhibit
10(a) to a Form 10-Q Quarterly Report for the quarter ended
September 25, 2004.
(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) 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.
*(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.
*(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.
(i)(2) Series 2002-A, Revolving Credit Agreement dated November 25,
2002 was filed as Exhibit 10(i)(2) to a Form 10-K Annual
Report for the year ended December 28, 2002.
(i)(3) First Amendment dated September 18, 2003 relating to Series
2002-A, Revolving Credit Agreement dated November 25, 2002 was
filed as Exhibit 10(i)(3) to a Form 10-Q Quarterly Report for
the quarter ended September 27, 2003.
(i)(4) Series 2004-A, Credit Agreement dated December 20, 2004 was
filed as Exhibit 10(i) to a Form 8-K Current Report dated
December 21, 2004.
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(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.
(j)(2) Series 2002-A, Senior Note Agreement dated December 18, 2002
was filed as Exhibit 10(j)(2) to a Form 10-K Annual Report for
the year ended December 28, 2002.
(k)(1) Program for Accounts Receivable Transfer ("PARTS") Agreement
dated September 22, 2003 was filed as Exhibit 10(k)(1) to a
Form 10-Q Quarterly Report for the quarter ended September 27,
2003.
(k)(2) Deposit Account Control Agreement dated September 22, 2003,
completed pursuant to the PARTS Agreement, was filed as
Exhibit 10(k)(2) to a Form 10-Q, Quarterly Report for the
quarter ended September 27, 2003.
(k)(3) Program for Accounts Receivable Transfer ("PARTS") Agreement
dated November 12, 2004 was filed as Exhibit 10(k) to a Form
8-K Current Report dated November 15, 2004.
13 Selected portions of the Company's Annual Report to Shareholders for
the fiscal year ended December 25, 2004.
14 Code of Ethics for Senior Financial Officers
(a) Code of Ethics for Chief Financial Officer
(b) Code of Ethics for Vice President of Accounting and
Administration.
21 Subsidiaries of the Registrant.
23 Consent of Ernst & Young LLP.
31 Certifications.
(a) Certificate of the Chief Executive Officer of Universal Forest
Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350).
(b) Certificate of the Chief Financial Officer of Universal Forest
Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350).
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32 Certifications.
(a) Certificate of the Chief Executive Officer of Universal Forest
Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350).
(b) Certificate of the Chief Financial Officer of Universal Forest
Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350).
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* Indicates a compensatory arrangement.
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