Form 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE
REQUIRED]. |
For the fiscal year ended December 31, 2009
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO
FEE REQUIRED]. |
Commission file number: 0-22684
Shawnlee Construction LLC 401(k) 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)
Shawnlee Construction LLC 401(k) Plan
Financial Statements and Supplemental Schedule
Years Ended December 31, 2009 and 2008
Contents
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3 |
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Financial Statements |
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4 |
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5 |
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6 |
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Supplemental Schedule |
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12 |
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Exhibit 23 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator
Shawnlee Construction LLC 401(k) Plan
Plainville, Massachusetts
We have audited the accompanying statements of net assets available for benefits of Shawnlee
Construction LLC 401(k) Plan (Plan) as of December 31, 2009 and the related statement of changes in
net assets available for benefits for the year ended December 31, 2009. These financial statements
are the responsibility of the Plans management. Our responsibility is to express an opinion on
these financial statements based on our audit. The financial statements of the Plan as of December
31, 2008 were audited by other auditors. As permitted by 29CFR 2520.103-8 of the Department of
Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 (ERISA), the Plan Administrator instructed the other auditors not to perform,
and they did not perform, any auditing procedures with respect to the information certified by the
Trustee. Their report dated August 13, 2009 indicated that (a) because of the significance of the
information that they did not audit, they were unable to, and did not, express an opinion on the
financial statements taken as a whole, and (b) the form and content of the information included in
the financial statements other than that derived from the information certified by the Trustee,
were presented in compliance with the Department of Labors Rules and Regulations for Reporting and
Disclosure under ERISA.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 2009 financial statements are free of material misstatement.
The Plan is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plans internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, 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 as of December 31, 2009 and the changes
in net assets available for benefits for the year ended December 31, 2009 in conformity with
accounting principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic 2009 financial
statements taken as a whole. The accompanying supplemental schedule of assets (held at end of
year) as of December 31, 2009 is presented for the purpose of additional analysis and is not a
required part of the basic financial statements, but is supplementary information required by the
Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the
Plans management. The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a whole.
/s/ BDO Seidman, LLP
Grand Rapids, Michigan
June 25, 2010
3
Shawnlee Construction LLC 401(k) Plan
Statements of Net Assets Available for Benefits
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December 31 |
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2009 |
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2008 |
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Assets |
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Investments, at fair value (Notes 1 & 4) |
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$ |
5,582,074 |
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$ |
4,033,285 |
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Participant loans receivable |
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316,302 |
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319,817 |
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5,898,376 |
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4,353,102 |
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Employer contribution receivable |
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79,436 |
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145,640 |
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Net assets available for benefits |
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$ |
5,977,812 |
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$ |
4,498,742 |
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See accompanying notes.
4
Shawnlee Construction LLC 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
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Year Ended |
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December 31 |
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2009 |
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Additions |
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Participant contributions |
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$ |
399,118 |
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Employer contributions |
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84,593 |
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Interest income |
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18,538 |
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Dividend income |
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49,968 |
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552,217 |
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Deductions |
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Distributions to participants |
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(630,771 |
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Administrative expenses |
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(1,237 |
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(632,008 |
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Net realized and unrealized appreciation
in fair value of investments (Note 4) |
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1,346,728 |
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Net increase |
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1,266,937 |
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Transfers in (Note 3) |
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212,133 |
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Net assets available for benefits at beginning of year |
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4,498,742 |
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Net assets available for benefits at end of year |
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$ |
5,977,812 |
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See accompanying notes.
5
Shawnlee Construction LLC 401(k) Plan
Notes to Financial Statements
1. Significant Accounting Policies
Basis of Accounting
The financial statements of the Shawnlee Construction LLC (Plan Sponsor) 401(k) Plan (the Plan) are
presented on the accrual method of accounting.
Use of Estimates
The preparation of financial statements in conformity 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.
New Accounting Pronouncement
In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update
2010-06, Improving Disclosures about Fair Value Measurements. This standard requires new
disclosures on the amount and reason for transfers in and out of Level 1 and 2 recurring fair value
measurements. The standard also requires disclosure of activities, on a gross basis, including
purchases, sales, issuances, and settlements, in the reconciliation of Level 3 fair value recurring
measurements. The standard clarifies existing disclosure requirements on levels of disaggregation
and disclosures about inputs and valuation techniques. The new disclosures regarding Level 1 and 2
fair value measurements and clarification of existing disclosures are effective for periods
beginning after December 15, 2009. The disclosures about the reconciliation of information in
Level 3 recurring fair value measurements are required for periods beginning after December 15,
2010. The requirements of the standard are not expected to have a significant impact on the Plans
current fair value disclosures.
Risks and Uncertainties
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 participants account balances and the amounts reported in the financial statements.
Investment Valuation and Income Recognition
The Plans investments are stated at fair value. Fair value is the price that would be received to
sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the
measurement date.
6
Shawnlee Construction LLC 401(k) Plan
Notes to Financial Statements (continued)
Inputs to valuation techniques refer to the assumptions that market participants would use in
pricing the asset or liability. The Plan utilizes a fair value hierarchy for valuation inputs that
gives the highest priority to quoted prices in active markets for identical assets (Level 1
measurement) and the lowest priority to unobservable inputs (Level 3 measurements). A financial
instruments level within the fair value hierarchy is based on the lowest level of any input that
is significant to the fair value measurement. The following provides a description of the three
levels of inputs that may be used to measure fair value:
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date
for identical, unrestricted assets or liabilities.
Level 2 Significant observable inputs such as quoted prices for similar assets or liabilities in
active markets, quoted prices for identical or similar assets or liabilities in inactive markets,
inputs other than quoted prices that are observable or can be derived from or corroborated by
observable market data by correlation or other means.
Level 3 Prices or valuations that require inputs that are both significant to the fair value
measurement and unobservable.
The following valuation methodologies were used to measure the fair value of the Plans
investments:
Common Stock: Valued at quoted market prices in an exchange and active market in which the
securities are traded.
Mutual Funds: Valued at quoted market prices in an exchange and active market, which represent the
net asset values of shares held by the Plan.
Participant Loans: Loans to plan participants are valued at their outstanding balances, which
approximates fair value.
Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
Payment of Benefits
Benefits are recorded when paid.
7
Shawnlee Construction LLC 401(k) Plan
Notes to Financial Statements (continued)
Administrative Expenses
Administrative expenses incurred in connection with the operations of the Plan are paid by the Plan
Sponsor, except for loan and certain investment fees, which are borne by the Plan. Substantially
all of these expenses are paid to parties-in-interest of the Plan and are based on reasonable and
customary rates for the related services.
2. Description of the Plan
The following description of the Plan provides only general information. Participants should refer
to the Plan documents or Summary Plan Description, as amended, for a more complete description of
the Plans provisions.
The Plan is a defined-contribution, profit sharing and 401(k) plan that provides tax-deferred
benefits for substantially all eligible employees of the Plan Sponsor. The Plan is subject to the
provisions of the Employee Retirement Security Act of 1974 (ERISA).
Eligible employees are those who are 18 years or older and have completed six months of employment
and worked 500 hours.
Participants may voluntarily contribute their eligible compensation as a 401(k) contribution
subject to certain regulatory limitations. Participant contributions to the Plan vest immediately.
The Plan Sponsor contributes a regular matching contribution. The regular matching contribution is
made annually and was 25% of participant deferrals in 2009 and 2008, respectively, subject to a
limit of 8% of each participants compensation.
The Plan Sponsor may also contribute a discretionary, non-elective contribution annually as
determined and approved by management.
Employer contributions are subject to a vesting schedule as follows:
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Years of Service |
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Vesting Percentage |
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Less than 2 |
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0 |
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2 but less than 3 |
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20 |
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3 but less than 4 |
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40 |
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4 but less than 5 |
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60 |
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5 but less than 6 |
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80 |
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6 or more |
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100 |
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8
Shawnlee Construction LLC 401(k) Plan
Notes to Financial Statements (continued)
The vested portion of terminated and retired participants accounts are available for distribution
following a separation from service. Forfeitures may be used to offset the Plan Sponsors matching
contributions. Forfeitures in the amount of $10,800, were used to offset the Plan Sponsors
matching contributions for 2009.
Participants may select from various investment options made available by the Plan. Each
participants account is credited with the participants contribution, an allocation of the Plan
Sponsors contribution, if any, Plan earnings and losses and certain administrative expenses.
Earnings allocations are based on account balances, as defined in the Plan agreement.
Participants may borrow from their account a minimum amount of $1,000 up to a maximum equal to the
lesser of $50,000 or 50% of their vested account balance. Loan terms range from one to five years.
The loans bear interest at a rate equal to the prime rate (3.25% at December 31, 2009) plus 1%
calculated on a daily basis. A participant may only have two loans outstanding at any time.
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 fully vested in the value of their accounts and will be paid in full.
3. Transfers
As permitted by the plan, funds totaling approximately $212,000 were transferred from the Universal
Forest Products, Inc. Employees Profit Sharing 401(k) Retirement Plan (an affiliated plan) during
2009 due to employee transfers.
9
Shawnlee Construction LLC 401(k) Plan
Notes to Financial Statements (continued)
4. Investments
The tables below set forth by level within the fair value hierarchy the Plans investments as of
December 31, 2009.
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Investment Assets at Fair Value |
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as of December 31, 2009 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Common stocks |
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$ |
85,572 |
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$ |
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$ |
85,572 |
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Mutual funds: |
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Growth funds |
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3,538,080 |
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3,538,080 |
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Growth and income funds |
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976,831 |
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976,831 |
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Equity income funds |
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210,894 |
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210,894 |
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Balanced funds |
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442,184 |
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442,184 |
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Bond funds |
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146,934 |
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146,934 |
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Cash equivalent funds |
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181,579 |
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181,579 |
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Total mutual funds |
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5,496,502 |
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5,496,502 |
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Participant loans |
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$ |
316,302 |
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316,302 |
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Total investments at fair
value |
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$ |
5,582,074 |
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$ |
316,302 |
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$ |
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$ |
5,898,376 |
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The Plans investments (including investments purchased and held during the year) appreciated
(depreciated) in fair value as follows:
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Year Ended |
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December 31 |
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2009 |
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Common stock |
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$ |
10,303 |
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Mutual funds |
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1,336,425 |
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$ |
1,346,728 |
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10
Shawnlee Construction LLC 401(k) Plan
Notes to Financial Statements (continued)
Individual investments that represent 5% or more of the fair value of the Plans assets are as
follows:
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December 31 |
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2009 |
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American Funds American Balanced Fund |
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$ |
442,184 |
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American Funds Europacific Growth Fund |
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767,649 |
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American Funds Fundamental Investors |
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508,530 |
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American Funds Growth Fund of America |
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811,736 |
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American Funds New Economy Fund |
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473,667 |
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American Funds New Perspective Fund |
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612,881 |
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American Funds New World Fund |
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474,258 |
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American Funds Smallcap World Fund |
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397,889 |
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American Funds Washington Mutual Fund |
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468,301 |
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Participant loans |
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316,302 |
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5. Income Tax Status
On May 28, 2002, the Internal Revenue Service stated that the prototype adopted by the Plan, as
then designed, qualifies under the Internal Revenue Code (IRC) Section 401(a). The Plan has not
received a determination letter specific to the Plan itself; however, the Plan Administrator
believes that the Plan was designed and was being operated in compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has been included in the Plans
financial statements.
6. Information Certified By Plan Trustee
At December 31, 2008, Capital Bank and Trust, as trustee, held the Plans investments as an agent
for American Funds. Information included in the 2008 financial statements regarding,
investments, interest and dividend income, and net realized and unrealized appreciation or
depreciation in fair value of investments was submitted to the plan administrator and certified in
accordance with 29 CFR 2520.103-5 of the Department of Labors Rules and Regulations for Reporting
and Disclosure under ERISA to be complete and accurate as of and for the year ended December 31,
2008.
7. Subsequent Event
Effective May 10, 2010, the Plan was amended and restated to make substantial changes to better
meet the needs of Shawnlee Construction LLC and its employees. In addition, Capital Bank & Trust
was removed as the Plans trustee and Wells Fargo Bank N.A. was appointed as directed trustee for
the Plan.
11
Shawnlee Construction LLC 401(k) Plan
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
EIN #03-0537439 Plan #001
December 31, 2009
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Identity of Issuer, Borrower, |
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Current |
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Lessor, or Similar Party |
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Description of Investment |
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Value |
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Common stock: |
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Universal Forest Products, Inc.* |
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Universal Forest Products Common Stock |
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$ |
85,572 |
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Mutual funds: |
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American Funds |
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American Balanced Fund |
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442,184 |
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Bond Fund of America |
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146,934 |
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Capital Income Builder |
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210,894 |
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Europacific Growth Fund |
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767,649 |
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Fundamental Investors |
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508,530 |
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Growth Fund of America |
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811,736 |
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Money Market Fund |
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181,538 |
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New Economy Fund |
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473,667 |
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New Perspective Fund |
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612,881 |
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New World Fund |
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474,258 |
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Smallcap World Fund |
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397,889 |
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Washington Mutual Fund |
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468,301 |
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Stock Awaiting Purchase Fund |
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41 |
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5,496,502 |
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Participant loans* |
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Collateralized
by vested account balances, payable in monthly installments with
interest rates ranging from 4.25% to 10.25% |
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316,302 |
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$ |
5,898,376 |
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* |
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Represents party in interest. |
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Shawnlee Construction LLC, as
Plan Administrator, has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Shawnlee Construction LLC 401(k) Plan
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Date: June 25, 2010 |
/s/ John Adams
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John Adams, |
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Shawnlee Construction LLC, Plan Administrator |
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13
EXHIBIT INDEX
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Exhibit No. |
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Description |
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23 |
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Consent of BDO Seidman, LLP |