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 SHOFFNER INDUSTRIES, LLC 401(k) PLAN 5631 SOUTH NC HIGHWAY 62 BURLINGTON, NC 27215 (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, MI 49525-9736 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) Page 1 of 13
TABLE OF CONTENTS Page No. -------- 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. 7-11 III. Supplemental Schedule: (a) Schedule of Assets (Held at End of Year). 12 IV. Exhibits: None. 2
Report of Independent Auditors Plan Administrator Shoffner Industries, LLC 401(k) Plan We have audited the accompanying statement of net assets available for benefits of Shoffner Industries, LLC 401(k) 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. The 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 Advisory Committee Shoffner Industries, LLC 401(k) Plan Burlington, North Carolina We have audited the accompanying statement of net assets available for benefits of Shoffner Industries, LLC 401(k) 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 Shoffner Industries, LLC 401(k) 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 May 11, 2001 4
Shoffner Industries, LLC 401(k) Plan Statements of Net Assets Available for Benefits DECEMBER 31 2001 2000 ------------------------------ ASSETS Investments, at fair value $12,239,275 $11,836,319 Loans receivable 512,798 438,749 ----------------------------- 12,752,073 12,275,068 Contributions receivable: Employer 7,683 7,095 Participant 18,141 21,182 ----------------------------- Net Assets available for benefits $12,777,897 $12,303,345 ============================= See accompanying notes to financial statements. 5
Shoffner Industries, LLC 401(k) Plan Statements of Changes in Net Assets Available for Benefits YEAR ENDED DECEMBER 31 2001 2000 ---------------------------- ADDITIONS Participant contributions $ 1,404,304 $ 1,341,201 Employer contributions 538,143 500,703 Interest income 43,955 37,839 Dividends income 94,252 864,157 Transfers from another qualified plan 143,575 ---------------------------- 2,224,229 2,743,900 DEDUCTIONS Distributions to participants 855,771 1,010,930 Administrative expenses 37,288 4,414 ---------------------------- 893,059 1,015,344 Net realized and unrealized depreciation in fair value of investments (856,618) (1,599,021) ---------------------------- Net additions 474,552 129,535 Net assets available for benefits at beginning of year 12,303,345 12,173,810 ---------------------------- Net assets available for benefits at end of year $ 12,777,897 $ 12,303,345 ============================ See accompanying notes to financial statements. 6
Shoffner Industries, LLC 401(k) Plan Notes to Financial Statements December 31, 2001 and 2000 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Shoffner Industries, LLC 401(k) Plan (the Plan) utilizes the accrual basis 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 Investments are stated at fair value. Fair values of the investments are based on quoted market prices as of the end of the year. Investment income from mutual funds is recognized as earned. 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 statement of net assets available for benefits. The change in the difference between fair value and the cost of investments held is combined with realized gains and losses on sales of investments and is reported in the statements of changes in net assets available for benefits as net realized and unrealized appreciation or depreciation in the fair value of investments. Realized gains and losses on sales of investments represent the difference between the proceeds received and the original cost of investments sold. ADMINISTRATIVE EXPENSES Administrative expenses are deducted from individual participant account earnings prior to allocation to the participant accounts. Loan fees are paid directly out of participant accounts. 7
Shoffner Industries, LLC 401(k) Plan Notes to Financial Statements (continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) TRANSFERS FROM ANOTHER QUALIFIED PLAN Certain participants transferred their account balances from the Universal Forest Products, Inc. Employees' Profit Sharing and 401(k) Retirement Plan to the Plan. Universal Forest Products Shoffner LLC (the Company) is part of the Universal Forest Products, Inc. controlled group, therefore, the transaction was accounted for as a transfer rather than a contribution. 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. GENERAL The Plan is a defined contribution plan that provides tax-deferred benefits for all eligible employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). PARTICIPATION Eligible participants consist of all employees of the Company who are 20 years or older and have completed 1,000 hours of employment during the 12-month period following date of employment or, where additional periods are necessary, during a plan year beginning January 1. 8
Shoffner Industries, LLC 401(k) Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) CONTRIBUTIONS Participants may voluntarily contribute up to 15% of compensation to the Plan on a pretax basis, up to limits imposed by the Internal Revenue Service (IRS). Participant contributions vest immediately. The Company matches 50% of participant contributions up to the first 6% of the participant's compensation. Additional employer contributions are determined solely at the discretion of the Company and are allocated to participants in the same ratio that each participant's compensation for the plan year bears to the total compensation of all participants for the plan year. Forfeited non-vested amounts are used to reduce future contributions of the Company. 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% PAYMENT OF BENEFITS The vested portion of terminated and retired participants' accounts are normally distributed immediately following a separation from service. As of December 31, 2000 net assets available for benefits includes liabilities for benefits to be distributed in the succeeding fiscal year to terminated and retired participants of $32,567. No amounts were payable at December 31, 2001. 9
Shoffner Industries, LLC 401(k) Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) PARTICIPANT LOANS Participants may borrow from their account an amount of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan transactions are a general investment of the Plan. Loan terms may be as long as 5 years or up to 10 years for the purchase of primary residence, and the loans bear interest at a rate equal to the prime rate (4.75% at December 31, 2001) plus 1% calculated on a quarterly basis. A participant may only have one loan outstanding at any time. INVESTMENT OPTIONS Participants may select from various investment options made available by the Plan. On a daily basis, the trustee allocates the net investment income or loss attributable to each investment fund to the individual participant accounts in proportion to the total participant account balances. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA. In the event of the Plan's termination, participants will become fully vested in their accounts. 10
Shoffner Industries, LLC 401(k) Plan Notes to Financial Statements (continued) 3. INVESTMENTS The Plan's investments (including investments purchased, sold and held during the year) appreciated (depreciated) in fair value as follows: YEAR ENDED DECEMBER 31 2001 2000 --------------------------- Mutual funds $ (899,983) $(1,583,055) Common stock 43,365 (15,966) --------------------------- $ (856,618) $(1,599,021) =========================== The fair values of individual investments that represent 5% or more of the Plan's net assets are as follows: 2001 2000 -------------------------- Stable Investment Fund $ 5,154,095 $ 3,396,165 Enhanced Stock Market Fund 802,926 907,250 Evergreen Stock Selector Fund 2,104,612 2,913,492 Invesco Total Return Fund 1,414,369 1,544,280 Janus Advisor Worldwide Fund 1,118,123 1,404,381 Warburg Pincus Emerging Growth Fund 664,217 4. INCOME TAX STATUS The Plan has received an opinion letter from the Internal Revenue Service dated October 21, 1994, stating that the Plan and related trust were designed in accordance with the applicable regulations of the Internal Revenue Code (the 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 Code and the Plan and related trust continue to be tax-exempt. 11
EIN: 56-2112240 Plan#001 Shoffner Industries, LLC 401(k) Plan Schedule H, Line 4i--Schedule of Assets (Held at End of Year) December 31, 2001 IDENTITY OF ISSUE, BORROWER, LESSOR DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, PAR OR MATURITY VALUE FAIR VALUE - ---------------------------------------------------------------------------------------------------------------------------- Mutual Funds: First Union National Bank* Stable Investment Fund $ 5,154,095 Enhanced Stock Market Fund 802,926 Evergreen Short Duration Fund 425,847 Credit Suisse Emerging Growth Fund 423,666 Evergreen Stock Selector Fund 2,104,612 Fidelity Advisor Growth Opportunities Fund 305,086 Franklin Growth Fund 311,373 Invesco Total Return Fund 1,414,369 Janus Advisor Worldwide Fund 1,118,123 Franklin Templeton Foreign Fund 75,981 Common Stock: Universal Forest Products, Inc.* 11,940 shares 103,197 ----------- 12,239,275 Participant Loans Receivable* $1,000-$50,000 principal amount, interest at rates ranging from 5.75% to 10% due at various dates through December 31, 2006 512,798 ----------- $12,752,073 =========== *Represents party-in-interest There were no assets reportable as acquired and disposed of during the year. 12
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Universal Forest Products Shoffner LLC, as Plan Administrator, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Shoffner Industries, LLC 401(k) Plan Date: June 28, 2002 /s/ Matthew J. Missad --------------------------------------- Matthew J. Missad, Secretary Universal Forest Products Shoffner LLC, Plan Administrator 13