SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
Commission file number: 0-22684
UNIVERSAL FOREST PRODUCTS, INC. EMPLOYEES' PROFIT SHARING
AND 401(k) RETIREMENT PLAN
(Full title of the plan and the address of the plan,
if different from that of issuer named below)
UNIVERSAL FOREST PRODUCTS, INC.
2801 EAST BELTLINE NE
GRAND RAPIDS, MICHIGAN 49525-9736
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
Page 1 of 14
TABLE OF CONTENTS
Page No.
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I. Report of Independent Auditors and
Independent Auditors' Report. 3-4
II. Financial Statements for the Years Ended December 31, 2001
and December 31, 2000:
(a) Statements of Net Assets Available for Benefits. 5
(b) Statements of Changes in Net Assets Available
for Benefits. 6
(c) Notes to Financial Statements. 7-12
III. Supplemental Schedule:
(a) Schedule of Assets (Held at End of Year). 13
IV. Exhibits:
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Deloitte & Touche LLP.
2
Report of Independent Auditors
Plan Administrator
Universal Forest Products, Inc. Employees' Profit Sharing
and 401(k) Retirement Plan
We have audited the accompanying statement of net assets available for benefits
of Universal Forest Products, Inc. Employees' Profit Sharing and 401(k)
Retirement Plan as of December 31, 2001, and the related statement of changes
in net assets available for benefits for the year then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2001, and the changes in its net assets available for benefits for
the year then ended, in conformity with accounting principles generally accepted
in the United States.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2001, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
June 12, 2002
3
INDEPENDENT AUDITORS' REPORT
Profit-Sharing Administrative Committee
Universal Forest Products, Inc. Employees'
Profit-Sharing and 401(k) Retirement Plan
Grand Rapids, Michigan
We have audited the accompanying statement of net assets available for benefits
of Universal Forest Products, Inc. Employees' Profit-Sharing and 401(k)
Retirement Plan (the "Plan") as of December 31, 2000 and the related statement
of changes in net assets available for benefits for the year then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2000 and the changes in net assets available for benefits for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
April 30, 2001
4
Universal Forest Products, Inc. Employees' Profit Sharing
and 401(k) Retirement Plan
Statement of Net Assets Available for Benefits
DECEMBER 31
2001 2000
-------------------------
ASSETS
Cash $ 44 $ 3,595
Investments, at fair value 75,710,366 64,322,534
Employer contribution receivable 1,100,431 922,029
----------- -----------
Net assets available for benefits $76,810,841 $65,248,158
=========== ===========
See accompanying notes to financial statements.
5
Universal Forest Products, Inc. Employees' Profit Sharing
and 401(k) Retirement Plan
Statement of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31
2001 2000
---------------------------
ADDITIONS
Participant contributions $ 5,563,559 $ 4,158,342
Employer contributions 2,492,749 2,207,947
Interest income 1,247,680 1,209,951
Dividend income 133,031 130,316
------------ ------------
9,437,019 7,706,556
DEDUCTIONS
Distributions to participants 6,909,631 5,059,981
Administrative Expenses 22,268 21,506
Transfers to another qualified plan 143,575
------------ ------------
7,075,474 5,081,487
Net realized and unrealized appreciation (depreciation) in
fair value of investments 9,201,138 (6,804,820)
------------ ------------
Net additions (deductions) 11,562,683 (4,179,751)
Net assets available for benefits at beginning of year 65,248,158 69,427,909
------------ ------------
Net assets available for benefits at end of year $ 76,810,841 $ 65,248,158
============ ============
See accompanying notes to financial statements.
6
Universal Forest Products, Inc. Employees' Profit Sharing
and 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2001 and 2000
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Universal Forest Products, Inc. Employees'
Profit Sharing and 401(k) Retirement Plan (the Plan) are presented on the
accrual method of accounting.
USE OF ESTIMATES
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect reported amounts. Although actual results could
differ from these estimates, management believes estimated amounts recorded are
reasonable and appropriate.
INVESTMENTS
The Plan's investments are generally stated at fair value, which are, where
information is available, based on quoted market values. Investment transactions
are recorded as of the settlement dates. Net appreciation or depreciation in the
fair value of investments is determined using the beginning of the year value or
purchase price if acquired during the year.
The Plan utilizes various investment instruments. Investment securities, in
general, are exposed to various risks, such as interest rate, credit and overall
market volatility. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could materially
affect the amount reported in the statements of net assets available for
benefits.
ADMINISTRATIVE EXPENSES
Administrative expenses incurred in connection with the operations of the Plan
are deducted from the amount of the total annual discretionary contribution
approved by the Company's Board of Directors excluding loan fees which are paid
out of participant's accounts.
7
Universal Forest Products, Inc. Employees' Profit Sharing
and 401(k) Retirement Plan
Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
TRANSFERS TO ANOTHER QUALIFIED PLAN
Certain participants transferred their account balances from the Plan to the
Shoffner Industries, LLC 401(k) Plan. Universal Forest Products Shoffner LLC is
part of the Universal Forest Products, Inc. controlled group, therefore, the
transaction was accounted for as a transfer rather than a distribution.
RECLASSIFICATION
Certain amounts reported in 2000 have been reclassified to conform with the
presentation used in 2001.
2. DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement, as amended, for a more complete
description of the Plan's provisions.
The Plan is a defined contribution, profit sharing and 401(k) plan providing tax
deferred benefits for substantially all eligible employees of Universal Forest
Products, Inc. (the Company), excluding the employees of separate subsidiaries
that maintain a similar defined contribution plan and those covered under a
collective bargaining agreement. Eligible employees are those who are 21 years
or older and have completed 1,000 hours of employment (year of service) during
the 12-month period following date of employment or, where additional periods
are necessary, on succeeding anniversaries of his or her employment commencement
date.
Participants may at their election contribute from 1% to 15% of their
compensation as a 401(k) contribution subject to certain regulatory limitations.
Participant contributions to the Plan are 100% vested.
8
Universal Forest Products, Inc. Employees' Profit Sharing
and 401(k) Retirement Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN
The Company may contribute a discretionary amount annually determined by
management and approved by the Company's Board of Directors. The Company's
annual profit sharing contributions are allocated to each participant's account
in an amount equal to 5.7% of the sum of each participant's total compensation
plus compensation that is in excess of the Social Security Integration Level for
the plan year. If the employer does not contribute such amount for all
participants, an amount shall be allocated to each participant's account equal
to the same proportion that each participant's total compensation plus
compensation in excess of the Social Security Integration Level for the plan
year bears to the total compensation plus compensation in excess of the Social
Security Integration Level of all participants in the Plan. Remaining
contributions, if any, shall be allocated to each participant's account in the
same proportion that the participant's compensation for the plan year bears to
the total compensation of all participants for such year.
Additionally, the Company made quarterly matching contributions of $.50 for each
$1.00 contributed by participants in the current and prior years. The basis for
matching contributions may not exceed the lessor of 6% of the participant's
annual compensation or the amount permitted by the Internal Revenue Code (IRC).
This amount is not guaranteed, may vary from year to year and the Company is not
obligated to make such contributions.
Each participant's account is credited with the participants' contribution, an
allocation of the Company's net contribution, if any, plan earnings and losses
and forfeitures. Earnings allocations are based on account balances, as defined.
Employer contributions are subject to a seven-year vesting schedule as follows:
Years of Service Vesting Percentage
---------------- ------------------
Less than 3 0%
3 but less than 4 20
4 but less than 5 40
5 but less than 6 60
6 but less than 7 80
7 or more 100
9
Universal Forest Products, Inc. Employees' Profit Sharing
and 401(k) Retirement Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Participants may borrow from their account a minimum of $1,000 up to a maximum
equal to the lessor of $50,000 or 50% of their vested account balance. Loan
transactions are a general investment of the Plan. Loan terms range from one to
five years or up to twenty-five years for the purchase of a residence. The loans
bear interest at a rate equal to the prime rate (4.75% at December 31, 2001)
plus 2% calculated on a quarterly basis. A participant may only have five loans
outstanding at any time and one new loan for every twelve-month period.
The vested portion of terminated and retired participants' accounts are normally
distributed immediately following a separation from service. As of December 31,
2001 and 2000, net assets available for benefits includes liabilities for
benefits to be distributed in the succeeding fiscal year to terminated and
retired participants of approximately $29,000 and $38,000, respectively.
The plan sponsor intends to continue the Plan indefinitely, but reserves the
right to terminate or amend the Plan at any time. In the event of termination of
the Plan, all participants are automatically 100% vested in the value of their
accounts and will be paid in full.
3. INVESTMENTS
During 2001 and 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in fair value as follows:
YEAR ENDED DECEMBER 31
2001 2000
-----------------------------
Common Stock $12,340,898 $(2,701,797)
Mutual Funds (3,139,760) (4,103,023)
----------- -----------
$ 9,201,138 $(6,804,820)
=========== ===========
10
Universal Forest Products, Inc. Employees' Profit Sharing
and 401(k) Retirement Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
Individual investments that represent 5% or more of the Plan's net assets are as
follows:
DECEMBER 31
2001 2000
-------------------------
Guaranteed Long-Term Fund $19,534,019 $16,215,480
Universal Forest Products, Inc. Unregistered Common
Stock Fund 17,646,611 12,745,858
Universal Forest Products, Inc. Registered Common
Stock Fund 13,296,926 8,381,674
Large Cap Value/John A. Levin & Co. Fund (formerly
Large Company Stock--Value I Fund) 7,621,428
CIGNA Lifetime 40 Fund 5,819,103
Fidelity Advisor Growth Opportunities Fund 9,444,876
Invesco Total Return Fund 6,532,015
Large Company Stock Index Fund 3,271,376
11
Universal Forest Products, Inc. Employees' Profit Sharing
and 401(k) Retirement Plan
Notes to Financial Statements (continued)
4. FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Company by a letter
dated April 4, 1996, that the Plan and related trust were designed in accordance
with the applicable regulations of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter; however, the Company and the
Plan administrator believe that the Plan is currently designed and operated in
compliance with the applicable requirements of the Internal Revenue Code and the
Plan and related trust continue to be tax-exempt.
12
EIN: 38-1465835
Plan #: 001
Universal Forest Products, Inc. Employees' Profit Sharing
and 401(k) Retirement Plan
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
December 31, 2001
FAIR
IDENTITY OF ISSUER, BORROWER, LESSOR OR
SIMILAR PARTY DESCRIPTION OF INVESTMENT VALUE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock:
Universal Forest Products, Inc. * Unregistered Common Stock Fund (843,117 shares) $17,646,611
Registered Common Stock Fund (632,680 shares) 13,296,926
-----------
30,943,537
Mutual Funds:
Connecticut General Insurance Company
Investments * Guaranteed Long-Term Fund 19,534,019
Large Cap Value/John A. Levin & Co. Fund 7,621,428
Large Company Stock Index Fund 2,859,459
Janus Account 1,494,202
Small Cap Value/Berger Fund (formerly Small Company Stock - Value I
Fund) 1,490,051
Mid Cap Growth/Artisan Partners (formerly Midsize Company Stock -
Growth Fund) 1,383,266
Lazard International Equity Account 943,395
CIGNA Lifetime 20 Fund 79,751
CIGNA Lifetime 30 Fund 162,052
CIGNA Lifetime 40 Fund 5,819,103
CIGNA Lifetime 50 Fund 110,491
CIGNA Lifetime 60 Fund 84,087
-----------
41,581,304
Participant Loans Receivable * Collateralized by vested account balances, payable in monthly
installments with interest ranging from 7.5% to 11.5% 3,185,525
-----------
$75,710,366
===========
*Represents parties-in-interest.
There were no assets reportable as acquired and disposed of during the year.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Universal
Forest Products, Inc., as Plan Administrator, has duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
Universal Forest Products, Inc. Employees' Profit
Sharing and 401(k) Retirement Plan
Date: June 28, 2002 /s/ Matthew J. Missad
---------------------------------------
Matthew J. Missad, Executive Vice President
Universal Forest Products, Inc., Plan Administrator
14