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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 27, 1997.
( ) 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
-----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13, or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes: X No:
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
As of March 1, 1998, 17,576,822 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 $192,026,937 computed at the closing price of $15.875
on that date.
Documents incorporated by reference:
1. Certain portions of the Company's Annual Report to Shareholders for the
fiscal year ended December 27, 1997 are incorporated by reference into
Part II of this Report.
2. Certain portions of the Company's Proxy Statement for its 1998 Annual
Meeting of Shareholders are incorporated by reference into Part III of
this Report.
Exhibit Index located on page E-1.
Page 1 of 15
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ANNUAL REPORT ON FORM 10-K
DECEMBER 27, 1997
TABLE OF CONTENTS
PAGE
PART I ----
Item 1. Business. 3
Item 2. Properties. 8
Item 3. Legal Proceedings. 9
Item 4. Submission of Matters to a Vote of Security Holders. 9
PART II
Item 5. Market for the Registrant's Common Equity and Related 11
Shareholder Matters.
Item 6. Selected Financial Data. 11
Item 7. Management's Discussion and Analysis of Financial 11
Condition and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 11
Item 8. Financial Statements and Supplemental Data. 11
Item 9. Changes in and Disagreements with Accountants on 12
Accounting and Financial Disclosure.
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 12
and Management.
Item 13. Certain Relationships and Related Transactions. 12
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports 13
on Form 8-K.
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PART I
ITEM 1. BUSINESS.
(A) GENERAL DEVELOPMENT OF BUSINESS.
Universal Forest Products, Inc. ("the Company") 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 1970s, the Company developed a "component yard" concept
that featured distribution facilities with manufacturing capabilities located
adjacent to major railroads in proximity to its clustered manufactured housing
customers. Carload shipments of lumber were received at these regional
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. Subsequently, the Company began to
manufacture roof trusses for its manufactured housing customers. In 1978, the
Company entered the wood preservation business by building a facility utilizing
a pressure-treatment process for protecting wood from damage by insects,
moisture and fungi in outdoor applications. In the late 1980s, the Company
began to supply warehouse-format mass merchandisers when those customers became
strong retail outlets for the do-it-yourself market.
(B) FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS.
The Company's operations comprise a single industry segment - the
manufacture, treatment and distribution of lumber products. Accordingly,
separate industry segment information is not presented.
(C) NARRATIVE DESCRIPTION OF BUSINESS.
The Company manufactures, treats, and distributes lumber products for the
do-it-yourself (DIY), manufactured housing, industrial, commercial and
residential building, and wholesale lumber markets. The Company's principal
products are preservative-treated wood, dimension lumber, lattice, fence
panels, deck components, engineered trusses, wall panels and other building
products. The Company currently operates 51 manufacturing, treating and
distribution facilities throughout North America at sites located in proximity
to significant customers, providing the Company a cost effective means of
distribution.
DIY MARKET. The customers comprising this market are primarily
warehouse-format home improvement retailers, chain lumberyards and contractor
oriented wholesalers. The Company is currently selling to more than 1,300
customers in this market. One customer in this market, The Home Depot, Inc.,
accounted for approximately 18%, 15% and 15% of net sales for fiscal 1997,
1996 and 1995, respectively.
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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
thereafter placed with the Company's regional facilities in accordance with
the pre-established terms. Depending upon market size, these regional
facilities employ three to ten salespeople who focus on their respective
regional markets.
The Company currently supplies customers in this market from 37 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 order receipt to delivery by the Company's captive fleet of trucks.
Freight costs are a factor in the ability to competitively service this market,
especially with treated wood products because of their heavier weight. The
proximity of the Company's regional facilities to the various outlets of these
customers is a significant advantage when negotiating master supply agreements.
The products offered to customers in this market include dimension lumber
(both treated and untreated) and various value-added products sold under the
Company's trademarks. Treated lumber is sold under the Company's PRO-WOOD(R)
trademark. Value-added products, described in the following paragraph, may be
preserved by pressure-treatment, unpreserved and/or painted.
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(TM) group consist of various home and garden
items, including kits for picnic tables and mailbox posts. 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 building
frames and trusses, and an outdoor ready-to assemble storage structure sold
under the YardLine(R) trademark.
The Company knows of no competitor that currently manufactures, treats and
distributes a full line of both proprietary and commodity products on a national
basis. The Company faces competition on individual products from several
different producers, but these competitors tend to be regional in their
marketing efforts and/or do not offer a full line of outdoor lumber products.
The Company believes that the breadth of its product offering and the
flexibility and geographic dispersal of its regional facilities provide
significant competitive advantages in this market.
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 by the Company to customers in this market consist primarily
of roof and floor 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. The Company is the largest
manufacturer of roof trusses for manufactured housing in North America. Sales
are
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made by personnel located at each regional facility. The Company's engineering
and support staff of approximately 15 persons 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 area as the
Company, it does face vigorous competition from suppliers in all geographic
regions. The Company estimates that it produces over 70% of the HUD
Code roof trusses supplied to this market based on data published by the
Manufactured Housing Institute. The Company's principal competitive advantages
are its product knowledge, the capacity to supply all of the customer's lumber
requirements, the ability to deliver engineering support services, the
proximity of its regional facilities to core customers and its ability to
provide national sales programs to certain customers. In addition, the
Company's financial resources enable it to carry a sufficient inventory of raw
materials to minimize turnaround time from receipt of an order to delivery of
the product. The Company's financial resources, in combination with its
ability to regrade and reshape lumber, enable it to purchase a large percentage
of a primary producer's output of a particular category (as opposed to only
those dimensions in immediate need), thereby lowering its average cost of raw
materials.
INDUSTRIAL MARKET. The Company defines its industrial market as industrial
manufacturers who use lumber for packaging, shipping and material handling
purposes, such as users of pallets, crates and crating stock. The Company has
increased its emphasis on this market in recent years. Competition is
fragmented and includes virtually every supplier of lumber convenient to the
customer. The Company intends to continue to service this market with its
regional sales personnel and to emphasize service and reliability as competitive
strengths. It also plans to continue to increase its market share through
internal expansion and strategic acquisitions.
COMMERCIAL AND RESIDENTIAL. As a part of the Company's strategic objective
to manufacture and sell engineered products to commercial and residential
builders, it has completed the following acquisitions. On December 22, 1997, a
subsidiary of the Company merged with Consolidated Building Components, Inc.
("CBC"), a manufacturer of engineered trusses, wall panels, and joist products.
CBC operates two plants in Northwest Pennsylvania and has annual sales of
approximately $24 million. On December 29, 1997, a partnership of the Company
acquired substantially all of the assets of Structural Lumber Products, Inc.
("SLP"), a manufacturer of engineered trusses and wall panels. SLP operates
plants in San Antonio, Austin, and Dallas, Texas, and has annual sales of
approximately $25 million. Management believes this new market complements its
manufactured housing business and provides the Company with national growth
opportunities in a familiar product line. Competition in this market is
fragmented as local regulatory requirements and product preferences have
resulted in a regional sales focus by most producers. The Company intends to
continue to penetrate this market through internal growth and strategic
acquisitions.
WHOLESALE LUMBER MARKET. The wholesale lumber market is comprised of
lumber wholesalers who resell to retail outlets or other end users. A large
part of the Company's activity in this market consists of the purchase and
resale of lumber in carload and truckload quantities,
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generally without any handling or processing by the Company. To a much lesser
extent, the Company also sells its preservative-treated and value-added
products into this market. There are numerous competitors in this market and
competition is intense. The Company's market share is very small and not
expected to increase.
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 treatment facilities in thirteen
different states, with capacity to process over one billion board feet annually.
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 preservative in
water solution is a toxic substance. The Company has developed and implemented
numerous refinements to the basic CCA treatment process, some of which the
Company considers trade secrets. The Company considers its process to be "state
of the art." There is no water disposal problem resulting from the process
since the water evaporates from the lumber and the CCA remains fixed in the
wood.
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,
Indiana 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.
Subsequent testing also revealed surface water and soil contamination in excess
of EPA limits in three other areas of the plant. In 1991, the Company
discovered chromium in the groundwater in excess of the EPA drinking water limit
in connection with the replacement of a treating facility previously purchased
in Union City, Georgia. Each of the groundwater problems mentioned above is
being corrected through a groundwater recovery program in which large volumes of
groundwater are pumped from the wells for use in the Company's treatment
process. In addition, at the Granger, Indiana facility, the Company has
implemented an in-situ remediation process whereby contaminated groundwater is
pumped from the wells and reinjected with chemicals added which remove the
contaminants. Monitoring wells at each of the sites continue to show
improvement, and the Company expects its remediation programs will bring
groundwater and soil quality to within applicable regulatory limits in the
foreseeable future.
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Based on the acquisition agreements between the Company and Chesapeake
Corporation, the environmental conditions existing at the Company's Elizabeth
City, NC and North East, MD sites are the responsibility of the Company.
Environmental conditions consist of soil and/or groundwater contamination of CCA
components. Based on the results of the final baseline environmental reports
and the research of its consultants, the Company believed the reduction in its
capital lease obligation offset the estimated environmental liability it assumed
as a result of the agreement with Chesapeake.
Except for the situations described above, the Company is not aware of any
material environmental problems affecting its properties. As to the problem
situations described above, the Company has accrued for costs of remediation
totaling approximately $2.0 million at December 27, 1997.
SEASONAL INFLUENCES. The Company's manufactured housing and commercial
and residential building markets are affected by seasonal influences in the
northern states during the winter months when installation is difficult.
The activities in the DIY market have substantial seasonal impacts on the
Company. The demand for many of the Company's DIY products is highest during
the period of April to August. Accordingly, the Company's sales to the DIY
market tend to be greater during the Company's 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 made this a
necessary practice which potentially exposed the Company to greater adverse
effects of changes in economic and industry trends. Since 1995, the Company has
utilized inventory management initiatives and supply programs with vendors to
reduce its exposure to adverse changes in the commodity lumber market, and
decrease demands on cash resources.
Normal fluctuations in wood prices generally do not have a material impact
on the Company. To the extent the Company obtains forecasts for future
delivery, it contracts for the purchase of lumber and includes the carrying
cost in its pricing to its customers. In most other situations, the Company's
price to the customer is indexed to the market price for lumber or the
customer's price is determined when the cost of lumber is known.
SUPPLIERS. The Company uses primarily southern yellow pine in its pressure
treating operations, which it obtains from primary producers located through the
states comprising the sun belt. Lumber for all other purposes, in addition to
southern yellow pine, consists primarily of "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.
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 production of joint
compound and wall texture. In addition, the Company owns five registered
trademarks: PRO-WOOD(R) relating to the Company's preservative-treated
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wood products; Deck Necessities(R) relating to the Company's deck component
products; YardLine(R) relating to outdoor ready to assemble storage structures;
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, the Company claims common law trademark rights to
several other trademarks of lesser importance. While the Company 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
in connection with the development of new products fall into four categories:
engineering and testing of new truss designs; design and development of wood
treatment systems; design and development of machinery and tooling of various
wood shaping devices; and product development for new products intended
for use by contractors, DIY consumers, and manufactured housing customers.
Although important to the Company's competitive strengths and growth, the dollar
amount of research and development expenditures have not been material to the
Company in recent years.
EMPLOYEES. At March 1, 1998, the Company employed approximately 3,200
persons. No Company employees are represented by a labor union, the Company
has never experienced a work stoppage due to a labor dispute, and the Company
believes its relations with its employees are good.
BACKLOG. Due to the nature of the Company's DIY, manufactured housing,
industrial and wholesale 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 Company's relationships with its
major customers are such that the Company 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 will
provide the Company with 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. Backlog for the
Company's commercial and residential business is not material.
(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. Accordingly, separate financial information about foreign
and domestic operations and export sales is not presented.
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.
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The Company currently has 51 facilities at 44 locations. These facilities
are located in twenty-two U.S. states, one Canadian province, and one Mexican
state, and are involved in either the 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 seven acres to thirty 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
50,000 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 13 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.
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 impact on 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 1997.
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, 1998. 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
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Peter F. Secchia 60 Chairman of the Board, Universal Forest Products, Inc.
William G. Currie 50 Chief Executive Officer and President, Universal Forest Products, Inc.
James H. Ward 54 President, Universal Forest Products Southern Company, Inc.
Michael B. Glenn 46 President, Universal Forest Products Southwest Company, Inc.
Robert K. Hill 50 Executive Vice President, Universal Forest Products Far West Company, Inc.
Robert D. Coleman 43 Executive Vice President, Universal Forest Products Midwest Company, Inc.
Matthew J. Missad 37 Exec. Vice Pres. Operations Services & Secty., Universal Forest Products, Inc.
Elizabeth A. Bowman 35 Exec. Vice Pres. Finance and Admin. & Treas., Universal Forest Products, Inc.
Eric S. Maxey 39 Vice Pres. of Admin. & Principal Acctg. Officer, Universal Forest Products, Inc.
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Peter F. Secchia, Chairman of the Board of Directors, began his service
with the Company in 1962 and has been a director of the Company 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, the Chief Executive Officer and President of the
Company, 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.
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 with the
December 28, 1996 corporate reorganization, Mr. Ward became the President of
Universal Forest Products Southern Company, Inc.
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. From September 1983 to June 1989, Mr. Glenn was Vice President
of those operations. Effective with the December 28, 1996 corporate
reorganization, Mr. Glenn became the President of Universal Forest Products
Southwest Company, Inc.
Robert K. Hill has been with the Company since 1986. In March of 1993, he
was elected Senior Vice President of the Company's Far West operations. From
1989 to 1993, he served as Vice President of those operations. Effective with
the December 28, 1996 corporate reorganization, Mr. Hill became the Executive
Vice President of Universal Forest Products Far West Company, Inc.
Robert D. Coleman, an employee of the Company since 1979, served as Senior
Vice President of the Company's Midwest operations since September 1, 1993.
From 1986 to 1993 he served as Vice President of the Company's Atlantic
Division. Effective with the December 28, 1996 corporate reorganization, Mr.
Coleman became the Executive Vice President of Universal Forest Products Midwest
Company, Inc.
Matthew J. Missad has been employed by the Company since 1985. Mr. Missad
has served as 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 Operations Services.
Elizabeth A. Bowman, CPA, joined the Company in July of 1993 as Vice
President of Finance and Treasurer. From 1990 to 1993, Ms. Bowman served as
Vice President of Operations of The Waypointe Companies, Inc., a company
involved in construction, engineering, software design, and marketing. From
1986 to 1990, Ms. Bowman served as Controller of Riebel Development
Corporation. In February 1996, Ms. Bowman was promoted to Executive Vice
President of Finance and Administration.
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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.
PART II
The Registrant's Annual Report to Shareholders for the fiscal year ended
December 27, 1997 is filed as Exhibit 13 with this Form 10-K Report. 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
27, 1997 on the pages noted, are specifically incorporated by reference into
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
page 34 of the Company's Annual Report to Shareholders for the fiscal year
ended December 27, 1997, 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
page 2 of the Company's Annual Report to Shareholders for the fiscal year
ended December 27, 1997, 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
pages 3 through 14 of the Company's Annual Report to Shareholders for the
fiscal year ended December 27, 1997, under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this Item is incorporated by reference from
pages 15 through 34 of the Company's Annual Report to Shareholders for the
fiscal year ended December 27, 1997.
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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 "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 1998 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 1998 Annual Meeting of
Shareholders under the caption "Executive Compensation," excluding information
under the captions "Compensation Committee Report" and "Stock Performance
Graph."
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 1998 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 1998 Annual Meeting of Shareholders under the caption
"Election of Directors."
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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 27, 1997, filed as Exhibit 13 hereto:
Title Page
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Independent Auditors' Report 15
Consolidated Balance Sheets as of December 27, 1997 16-17
and December 28, 1996
Consolidated Statements of Earnings for the Years Ended 18
December 27, 1997, December 28, 1996 and
December 30, 1995
Consolidated Statements of Shareholders' Equity for the 19
Years Ended December 27, 1997, December 28, 1996
and December 30, 1995
Consolidated Statements of Cash Flows for the Years 20-21
Ended December 27, 1997, December 28, 1996
and December 30, 1995
Notes to Consolidated Financial Statements 22-34
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-5 of this Form 10-K Report.
(b) No reports on Form 8-K were filed in 1997.
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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 27, 1998 UNIVERSAL FOREST PRODUCTS, INC.
By: /s/ PETER F. SECCHIA
------------------------------------------------
PETER F. SECCHIA, CHAIRMAN OF THE BOARD
and
/s/ WILLIAM G. CURRIE
------------------------------------------------
WILLIAM G. CURRIE, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
and
/s/ ELIZABETH A. BOWMAN
------------------------------------------------
ELIZABETH A. BOWMAN, EXECUTIVE VICE PRESIDENT OF
FINANCE AND ADMINISTRATION (PRINCIPAL FINANCIAL
OFFICER)
and
/s/ ERIC S. MAXEY
------------------------------------------------
ERIC S. MAXEY, PRINCIPAL ACCOUNTING OFFICER
14
15
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on this 27th day of March, 1998, 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 Elizabeth A. Bowman, 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
- -------------------------------
JOHN C. CANEPA, DIRECTOR
15
16
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2 An Agreement to acquire the Wood Treating Operations of
Chesapeake Corporation was filed as Exhibit 2 to a
Registration Statement on Form S-1 (No. 33-69474)
and the same is incorporated herein by reference.
2(a) A Lease Termination Agreement with Chesapeake Corporation
dated July 20, 1995 was filed as Exhibit 2(a) to a Form 10-Q
Quarterly Report for the quarter period ended July 1, 1995,
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.
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17
EXHIBIT NO. DESCRIPTION
- ----------- -----------
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)(1) Lease guarantee dated April 26, 1978, given by
Registrant on behalf of Universal Restaurants,
Inc. to Hol-Steak, Inc. was filed as Exhibit
10(c)(1) 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.
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.
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18
EXHIBIT NO. DESCRIPTION
- ----------- -----------
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(d)(3) Sublease between Registrant and the Community
Development Authority of the City of Moreno Valley
regarding Registrant's Moreno Valley, California
facility, with main lease attached was filed as
Exhibit 10(d)(3) to a Registration Statement
on Form S-1 (No. 33-69474) and the same is
incorporated herein by reference.
10(d)(4) Lease between Registrant and Germania-Sykes as lessor
regarding land adjacent to Registrant's Moreno Valley
facility was filed as Exhibit 10(d)(4) to a
Registration Statement on Form S-1 (No. 33-69474)
and the same is incorporated herein by reference.
10(d)(5) Lease between Registrant and Niagara Industrial Mall, Inc.
as lessor regarding Registrant's Niagara, Ontario facility,
as amended was filed as Exhibit 10(d)(5) to a
Registration Statement on Form S-1 (No. 33-69474)
and the same is incorporated herein by reference.
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19
EXHIBIT NO. DESCRIPTION
- ----------- -----------
*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.
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.
E-4
20
EXHIBIT NO. DESCRIPTION
- ----------- -----------
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.
13 Company's Annual Report to Shareholders for the fiscal year
ended December 27, 1997. This Annual Report was delivered to
the Company's shareholders in compliance with Rule 14(a)-3 of
the Securities Exchange Act of 1934, as amended.
21 List of Registrant's subsidiaries.
23 Consent of Deloitte & Touche LLP.
27 Financial Data Schedule.
_______________
*Indicates a compensatory arrangement.
E-5