SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(X) Annual report under Section 13 or 15 (d) of the Securities Exchange Act of
1934. For the fiscal year period ended December 31, 2001 or
( ) Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the Transition period from ________ to _______
Commission file number 0-19335.
BUILDING MATERIALS HOLDING CORPORATION
Incorporated in the State of Delaware I.R.S. Employer Number 91-1834269
BUILDING MATERIALS HOLDING CORPORATION
Four Embarcadero Center, Suite 3250, San Francisco, CA 94111
Telephone: (415) 627-9100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 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
--- ---
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. _________
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of the close of business on
March 14, 2002 was $105,566,475.*
* Excludes 6,742,783 shares of Common Stock held by directors, officers, and
holders of more than 5% of the Company's shares outstanding at March 14,
2002. Exclusion of shares held by any person should not be construed to
indicate that such person possesses the power, direct or indirect, to
direct or cause the direction of the management or policies of the
Registrant, or that such person is controlled by or under common control
with the Registrant.
Shares Outstanding
Class as of March 14, 2002
----- --------------------
Common Stock
$.001 par value 13,009,320
Documents Incorporated by reference
Listed hereunder are the documents any portions of which are incorporated by
reference and the Parts of this Form 10-K into which such portions are
incorporated:
1. The registrant's annual report for the fiscal year ended December 31,
2001, portions of which are incorporated by reference into Parts II and IV
of this Form 10-K, and
2. The registrant's definitive proxy statement dated April 1, 2002, for use
in connection with the annual meeting of shareholders to be held on April
30, 2002, portions of which are incorporated by reference into Part III of
this Form 10-K.
BUILDING MATERIALS HOLDING CORPORATION
TABLE OF CONTENTS
PART I
Item Page
- ---- ----
1. Business 3
2. Properties 14
3. Legal Proceedings 16
4. Submission of Matters to a Vote of Security Holders 16
PART II
5. Market for Registrant's Common Stock and Related
Stockholder Matters 17
6. Selected Financial Data 18
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 19
7A. Quantitative and Qualitative Disclosures About Market Risk 19
8. Financial Statements and Supplementary Data 19
9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 19
PART III
10. Directors and Executive Officers of the Registrant 19
11. Executive Compensation 19
12. Security Ownership of Certain Beneficial Owners and
Management 20
13. Certain Relationships and Related Transactions 20
PART IV
14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 20
PART I.
Item 1. BUSINESS
Introduction
Certain statements contained in this Annual Report on Form 10-K constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Given these
uncertainties, prospective investors are cautioned not to place undue reliance
on such forward-looking statements. We disclaim any obligation to update any
such factors or to publicly announce the results of any revisions to any of the
forward-looking statements contained in the Annual Report on Form 10-K.
Business
Building Materials Holding Corporation ("BMHC") is a Nasdaq-traded holding
company headquartered in San Francisco, California. We specialize in providing
high quality building materials, as well as engineering, manufacturing and
installation services to residential builders and contractors. Our operating
subsidiaries include BMC West Corporation ("BMC West") and BMC Framing Inc.
("Framing"), with 137 facilities organized into 61 business units.
In recent years we have increased our sales of higher margin construction
services and manufactured components. As a result, our gross margins have
increased each year since 1992. We fabricate roof and floor trusses, purchase
and pre-assemble doors and millwork and select and distribute pre-assembled
windows, each of which we customize to, or select based on, customer
specifications. Through our ownership of Framing we participate in the framing
market. Our offering of construction services and manufactured components both
augments our ability to supply builders and contractors with a full range of
their building material needs and reduces our sensitivity to commodity wood
product prices.
BMHC targets primarily professional builders and contractors engaged in
residential construction and, to a lesser extent, light commercial and
industrial construction. We focus on developing and maintaining strong
relationships with national, regional and local contractors, developers,
builders, architects and engineers. Professional builders and contractors
generally are high-volume, repeat customers who require on-time job site
delivery, volume purchasing, trade credit and other specialized services
typically not offered by large home center retailers. We, therefore, do not
compete directly against do-it-yourself retailers, such as Home Depot or Lowe's,
who do not offer the broad range of services that we provide, and who generally
sell to the retail consumer in smaller quantities. We also target the repair and
remodel market that consists of consumers and contractors involved in major home
improvement projects.
In July 2001, we acquired the remaining 51% in Knipp Brothers Industries, LLC
and its related entities ("KBI") that provide framing services in Arizona,
California and Nevada. We decided to complete the acquisition of the remaining
interest in KBI earlier than originally contemplated to enhance our capabilities
in the framing business, which we believe will continue to be an important part
of our construction services and manufactured components business.
3
Our 137 facilities offer products and services that are designed to meet the
needs of professional builders and contractors. In addition, each of our
business units tailors its product and service mix to meet the demands of its
local market. Our products include the following:
- - lumber and panel products - pre-assembled windows - engineered wood products
- - pre-hung doors and millwork - roofing materials - paint
- - roof and floor trusses and wall panels - cabinets - hardware and tools
We believe that our focus on service is a key factor that distinguishes us from
many of our competitors. We have developed a variety of specialty services in
order to help our customers build high quality and cost effective projects. We
employ highly experienced, service-oriented sales people who advise contractors
at their job sites and offices or at our facilities. As a result of our enhanced
product knowledge and training, our sales people are often sought out by our
customers for design and product recommendations, instruction and job site
assistance. Our high quality service, together with our contractor-focused
product offerings, have allowed our sales staff of approximately 730 employees
to develop long-term relationships with local professional builders and
contractors and to generate a large volume of repeat and referral business.
Our specialty services focus on professional builders and contractors and
typically are not offered by large home center retailers. These services
include:
o advice regarding project designs and materials specifications, such
as the use of pre-engineered wood products to reduce total building
costs;
o accurate estimates of material costs on which contractors can base
bids;
o just-in-time delivery of complete home framing packages to job
sites;
o provision of trade credit to pre-approved contractors;
o referral of customers to pre-qualified contractors;
o monitoring and evaluating innovations in product design in order to
provide customers with information and instruction;
o use of design and engineering software to ensure our products will
fit into a constructed building;
o turnkey framing; and
o installing windows, doors, and insulation in many local markets.
Industry Overview
Building materials distributors generally concentrate on serving either
professional builders and contractors or price-oriented retail consumers.
Contractor-oriented building materials distributors, like us, tend to focus on
building contractors and project-oriented consumers and they compete principally
on the basis of:
o service
o product quality and availability
o on-time delivery
o credit availability
o price
o installation services
4
Home center retailers, on the other hand, target the mass consumer market, in
which competition is based principally on price, merchandising and location
advertising. Typically, contractor-oriented distributors offer a greater range
of services and high quality building products more specifically targeted
towards professional building contractors than home center retailers. Customer
loyalty is a key attribute of the contractor-oriented building materials
industry because professional builders and contractors typically use the same
building materials suppliers for most of their projects.
The contractor-oriented building materials distribution industry is
characterized by a large number of privately owned, small, regional distribution
companies and single-site enterprises. These businesses are typically family
run, relationship-based operations. Many of these businesses do not possess
sophisticated working capital management and control systems and generally lack
the purchasing expertise and advantages of a large entity, such as BMHC. There
are a few large contractor building materials distribution companies similar to
BMHC, but we are generally not in the same markets.
Many large production builders outsource framing construction to framing
contractors. Framing contracting is a highly fragmented segment of the industry,
with participants ranging from small single crew operations to large integrated,
multi-crew businesses. The integrated framing businesses typically include
supply chain activities, such as materials procurement and truss and component
manufacturing, in addition to installation. Many of these businesses lack the
working capital management, control systems, purchasing expertise, and
advantages of a large entity, such as BMHC.
The building materials distribution industry is linked to the seasonality and
economic cycles associated with the home building industry. The Company's first
and fourth quarters historically are adversely affected by weather patterns in
most of the Company's markets which result in decreased levels of building and
construction activity. Construction expenditures are also largely a function of
new residential, commercial and industrial building demand and repair and
remodeling projects undertaken. Residential construction is closely linked to
new job formation, household formation, interest rates, housing affordability,
availability of mortgage financing, regional demographics and consumer
confidence. Commercial construction is significantly affected by vacancy and
absorption rates, interest rates, long-term regional economic outlooks and the
availability of financing. Industrial construction expenditures are linked to
the industrial economic outlook, corporate profitability, interest rates and
capacity utilization. In difficult economic environments, repair and remodeling
expenditures generally represent a greater percentage of housing construction
expenditures as new housing starts decline. BMHC centers target participants in
all of these sectors, although economic conditions frequently dictate which
sector they may emphasize at a given time.
Geographic Markets
We believe that we are well positioned in some of the most attractive markets
for building materials in the United States. Historical population and migration
trends in the Western markets served by us, as well as the relative strength of
many of the local economies we serve, have resulted in the growth of residential
housing.
5
Operating Strategy
Our strategy is to increase sales of construction services and manufactured
components and reduce sales of commodity wood products as a percentage of total
sales. We plan to continue expanding the availability of our company-fabricated
and pre-assembled products to every business unit in which market demand
justifies the expansion. We also continue to introduce new construction services
and manufactured components, as exemplified by our addition of framing services
through Framing's acquisition of KBI. Local managers have introduced such
specialty services as window, door, wall panel and insulation installation to
meet local customers' needs. The installation of our products by our employees
allows professional contractors or builders to reduce their on-site labor costs
and the number of their suppliers. We will continue to expand these and other
specialty services where appropriate.
We grant our local managers substantial autonomy and responsibility to best
address customer needs in their markets. A distributor's reputation is often
determined at the local level, where product availability and knowledgeable
customer service are critical. Our local managers are responsible for optimizing
business activities in their markets, including managing local sales personnel,
configuring and maintaining local inventory levels, identifying potential
customers for targeted marketing efforts and developing local service and
product options. Our compensation system for local managers has significant
incentive features based on local earnings and efficient working capital
management at the local level. We seek to expand our sales to new and existing
customers by capitalizing on our reputation for quality and dependability.
We focus on improving efficiency and productivity at all facilities while giving
special attention and support to certain of the facilities that are not
performing to company objectives. Alternatives for these facilities include
consolidation or liquidation of the business unit and/or liquidation of real
property. We seek to anticipate changes in each local market by adjusting the
inventory product mix and services for the professional contractors, builders
and project-oriented consumers and the contractors hired by them. We also focus
on building new facilities within markets where we have a presence.
Acquisition Strategy
We use a disciplined approach towards acquiring leading value-added and
contractor supplier facilities in both existing and new markets. We look for
acquisitions that will complement our existing markets, provide geographic
diversification, possibly outside of our current focus on the western U.S., or
enhance our capabilities to provide construction services and manufactured
components. The acquisitions must also possess an established customer base of
professional builders and contractors and a quality management team. We evaluate
potential acquisitions based on their ability to meet our prescribed return
criteria and to provide operating efficiencies by leveraging our existing
infrastructure. We have found that our positive reputation in our industry often
leads business owners to approach us directly when they are ready to sell. We
intend to continue to pursue our consolidation strategy and believe that the
highly fragmented nature of the building materials and service industry will
provide us with a number of attractive acquisition opportunities.
While we evaluate each potential acquisition candidate on its individual merits,
our primary objective has been to acquire profitable businesses that meet
certain general financial criteria.
6
Additional factors include the reputation of the business among builders and
contractors and the quality of the business's management and accounting systems
and its sales organization.
Typically, after the acquisition of a facility, the Company implements our
accounting and management systems into each newly acquired center. These systems
assist in the management of inventories, accounts receivable and customer
service.
In 2001, we completed the acquisition of KBI (See note 4 to the consolidated
financial statement for the year ended December 31, 2001), which added four new
business units. We also designated four existing locations as business units.
The following table sets forth the number of business units acquired or opened
and consolidated during each of the last two fiscal years.
Year Ended Year Ended
Dec. 31, 2001 Dec. 31, 2000
------------- -------------
Beginning number of business units 56 53
Acquisitions and denovo 8 4
Consolidations and closures (3) (1)
-- --
Ending balance 61 56
== ==
Although, we routinely engage in discussions with potential acquisition
candidates, we may not be able to continue to identify and complete successful
acquisitions in the future.
Products and Services
Our principal product mix varies by business unit and includes lumber, panel
products, engineered wood products, roofing materials, pre-hung doors and
millwork, roof and floor trusses, pre-assembled windows, cabinets, hardware,
paint and tools. In addition to distributing such products, we provide
construction services and manufactured components, which include framing,
fabricating pre-hung doors, roof and floor trusses, pre-assembled windows,
insulation installation and pre-cutting lumber to meet customer specifications.
The following table sets forth information regarding the percentage of net sales
represented by the specified categories of products sold and services provided
during each of the last two fiscal years. While we believe that the percentages
included in the table generally indicate the mix of our sales, the specific
percentages are affected year-to-year by changes in the prices of commodity wood
products, changes in unit volumes sold, and changes in the markets we serve.
Category of Product 2001 2000
- ------------------- ---- ----
Wood products (lumber and panel products) 36% 41%
Value-added (framing, pre-hung doors and millwork, roof and floor trusses, windows,
installation & moldings) 48 40
Building materials (roofing, siding, engineered wood products, insulation and steel
products) 10 12
Other (paint, hardware, tools, electrical and plumbing) 6 7
--- ---
100% 100%
=== ===
7
We fabricate roof and floor trusses and pre-hung door units and pre-assembled
window units for the residential and light commercial building markets. Door
units are purchased and pre-assembled to contractor specifications using a
variety of moldings. The door, truss and window product lines are particularly
attractive since they generally bring higher margins, have less price
volatility, and are not offered by many competitors or home center retailers. We
believe that our ability to provide pre-hung doors, millwork, roof and floor
trusses and pre-assembled windows in a number of locations is a competitive
advantage when soliciting business from contractors. Inventories of door units,
roof and floor trusses and pre-assembled windows are usually built-to-order.
Our customers generally order products, including pre-hung doors, millwork, roof
and floor trusses, and pre-assembled windows on an as-needed basis. Therefore,
virtually all product shipments in a given fiscal quarter result from orders
received in that quarter. Consequently, order backlog represents only a very
small percentage of the product sales anticipated in a given fiscal quarter and
is not indicative of actual sales for any future fiscal period.
As a provider of building materials and products, we regularly monitor
innovations in product design to meet our customers' needs. We test markets for
products that substitute for dimensional lumber and have for a number of years
distributed alternative products such as engineered wood products and
TimberStrand LSL studs, and have provided our builder customers information and
instruction on the use of such products.
Framing provides production homebuilders with integrated construction services
including project estimating, structural engineering, material procurement and
handling, component manufacturing, and delivery and installation of framing and
trim packages.
Sales and Marketing
Each of our 61 business units tailors its product and service mix to the local
market and operates as a separate profit center. We reach new professional
contractor customers mainly through field sales representatives, advertisements
in trade journals and local promotional events.
The framing business relies on regional and national relationships with
production builders to market and sell our products and services. The sales and
marketing effort does not rely on a sales structure typical of a building
material distribution business.
Customers
The Company's business is comprised of three major customer groups: new housing
builders and contractors, commercial and industrial contractors and repair and
remodel contractors. No one customer accounts for more than 2.5% of total sales.
Professional Contractor and Builder Market
In 2001, sales to these professional builders and contractors accounted
for approximately 87% of net sales (this total includes 83% to new
residential contractors and 5% to commercial and industrial contractors).
This compares with 85% of net sales in 2000 (this total included 80% to
new residential contractors and 5% to commercial and
8
industrial contractors). A significant amount of this business consisted
of sales of turnkey framing and complete house packages, including framing
lumber, panel products, pre-hung doors and trim packages, roof and floor
trusses, pre-assembled windows and other products required to construct or
improve a home.
We provide a wide range of customer services to contractors to meet their
needs for trade credit, delivery and expert assistance. While pricing is
an important purchasing criterion for these customers, we believe that
other factors such as coordinated, on-time deliveries, quality and
availability of products, relationships with salespeople, credit
availability and technical support are equally important. We believe that
our skills in these areas are important competitive advantages.
Our principal channel for reaching the professional contractor and builder
market is a sales force of approximately 390 field sales representatives
supported by approximately 340 inside salespeople. Field sales
representatives actively solicit business and work with the inside
salespeople and managers to develop bids for contractor projects. We
provide sales training for all sales representatives, and sales management
training for all sales managers and center managers. Sales representatives
are compensated through a combination of salary and commission based on
individual sales volume and gross margin.
Our location managers ensure that building materials are delivered
according to contractor specifications and schedules. Technical personnel
involved in purchasing, dispatching, invoicing and credit, support both
field sales force and center managers to enhance customer satisfaction.
Framing provides production homebuilders with integrated services so that
the production builder can focus on other aspects of its business
including land development and home sales. Framing's experience,
reliability and ongoing working relationship with the production builders
permits it to maintain and grow its market share.
Repair and Remodel Market
This customer group consists generally of project-oriented contractors
(including professional repair and remodel contractors hired by them). In
2001, sales to these contractors accounted for approximately 12% of net
sales compared to 15% of net sales in 2000. Our sales to this market
generally carry higher margins than sales to the professional contractor
market. The volume of sales to this market varies depending on location.
We actively pursue repair and remodel business in smaller markets.
Credit
Overall credit policy for sales to contractors is established by corporate
management, but each facility has responsibility for overseeing local accounts.
The managers and their staff are trained to have a thorough understanding of
state lien laws, which provide security for accounts receivable. Our credit
policies, together with daily monitoring of customer balances, have resulted in
average bad debt expense of approximately 0.17% of net sales during the last
five years, with no single year exceeding 0.22%. We believe that our bad debt
expense levels are
9
among the lowest in the industry. Approximately 95% of our sales in 2001 were
made to customers to whom we had extended credit for such sales.
Management Information Systems
Our financial information, operational data and other related statistical
information are processed and maintained at BMC West's accounting center in
Boise, Idaho on a network of server computers and work stations. Our financial
reporting and relational database system was designed and customized for us by
Oracle Corporation. The flexible nature of our installed network allows for the
accumulation, processing and distribution of information using industry standard
computing resources and programs. The point-of-sale information systems we use
operate on computers located at each facility and the systems are connected to
the computers at the accounting center via a high-speed frame relay network.
These on-line systems provide real-time pricing, inventory availability and
margin analysis. This allows each sales staff to offer a high level of customer
service, while giving management the ability to access and use timely
information to monitor operations. We believe that these systems also have
enabled us to enhance profit margins, improve inventory turnover through
identification and elimination of low-turnover items, accelerate analysis of
sales trends, and better monitor accounts receivable, employee productivity,
customer credit limits and lien protections.
Framing has its own financial information systems that supply information to the
accounting center in Boise, Idaho.
Purchasing
We purchase merchandise from a large number of manufacturers and suppliers. In
2001, our largest supplier accounted for approximately 13% of our total
purchases. We do not believe that the loss of any single supplier would have a
material adverse effect on our financial position, results of operations, or
cash flows.
We purchase inventory on a centralized basis in order to capitalize on economies
of scale, although a limited amount of purchasing and ordering is controlled at
individual facilities in order to respond to local needs. Ordering is controlled
at the facility level in order to maintain local product needs and inventory
turns. Although we seek to time purchases to take advantage of price movements,
we do not speculate in the commodity wood products market.
Approximately 36% of our 2001 sales were attributable to commodity wood
products. Prices of commodity wood products are subject to significant
volatility and directly affect sales. Commodity wood product prices were down
3.1% in 2001 over 2000. This is the lowest prices have been in eight years, and
we expect prices to remain at this level through 2002. Our commodity wood
product buyers monitor inventory and sales levels in each facility on a regular
basis. With this supply and demand information, buyers generally can avoid
overstocking commodity wood products. As a result, we turn our commodity wood
product inventory approximately 10 to 12 times per year. Such rapid inventory
turnover limits our potential exposure to inventory loss from commodity price
fluctuations. In addition, our real-time computer network allows the building
materials facilities to adjust sales prices as purchase prices of commodity
products change.
10
Competition
We operate in a highly competitive environment. Due to the nature of the
industry, the competitive environment varies by facility and by market.
Within the professional contractor and builder market, we compete primarily with
privately owned, single-site enterprises and local and regional building
materials chains. Professional builders and contractors generally select
building materials suppliers on the basis of availability of knowledgeable
personnel, on-time delivery, reliable inventory levels, availability of credit
and competitive pricing. We compete favorably on each of these bases. Our
relatively large size also permits us to attract experienced and professional
sales and service personnel and provides us the resources to offer Company-wide
product and service training programs. By working closely with our contractor
customers and utilizing our real-time management information system, our centers
maintain appropriate inventory levels and are well positioned to deliver
completed orders on time to individual job sites.
Within the repair and remodel market, we compete primarily with local
lumberyards and hardware stores and, in certain of its markets, with larger home
center chains such as Home Depot and Lowe's. We believe we meet the needs of
project-oriented consumers and repair and remodel contractors more effectively
than such competitors by (i) providing primarily higher quality products within
each category, (ii) offering consumers and contractors access to our
knowledgeable staff and (iii) developing contractor referral programs to address
the requirements of consumers on larger projects.
Within the framing market, we primarily compete with small single crew
operations to large integrated, multi-crew business. We believe we compare
favorably to our competitors as a result of the quality and reliability of our
products and services, supply chain integration, volume, scale, geographic reach
and capital resources.
Employees
Our success is highly dependent on the quality of our personnel at all levels.
We are facing increased competition in attracting and retaining qualified
employees. As a result, we maintain well rounded and competitive compensation
and fringe benefit programs to attract, motivate and retain top performing
individuals. In addition, we provide extensive product knowledge, customer
service, supervisory and managerial training programs to assure employee and
customer satisfaction.
At December 31, 2001, we employed approximately 5,940 persons, of which
approximately 310 were represented by unions. We have not experienced any
strikes or other work interruptions and have maintained generally favorable
relations with our employees. The following table shows the approximate
breakdown by job function of our employees:
Officers, corporate and unit management, and
corporate and unit administration 12%
Delivery (truck drivers, load builders, yard) 20%
Manufacturing (truss, door, window, framing) 53%
Field sales force (outside/inside sales) 12%
Retail operations (cashiers/receiving/sales support) 3%
11
Executive Officers as of December 31, 2001
Date First
Elected as
Name Age Position or Office An Officer
- ---- --- ------------------ ----------
George E. McCown 66 Chairman of the Board of 1987
Directors
Robert E. Mellor 58 President, Chief Executive 1997
Officer and Director
Robert L. Becci 61 Vice President and Controller 1990
Richard F. Blackwood 64 Executive Vice President and 1987
Chief Operating Officer
Ellis C. Goebel 60 Senior Vice President - Finance 1987
and Treasurer
Jack D. LaRock 58 Vice President - Millwork Operations 2001
Michael D. Mahre 42 Vice President - Corporate 2001
Development
Steven H. Pearson 54 Senior Vice President - Human 1987
Resources
William E. Smith 50 Vice President 1997
President - SouthCentral Division
Paul S. Street 53 Senior Vice President, Chief 1999
Administrative Officer, General
Counsel and Corporate Secretary
Stanley M. Wilson 57 Vice President 1997
President, Pacific Division
Mr. McCown is Chairman of the Board of Directors of the Company and has been a
director since 1987. He was co-founder and has been a Managing General Partner
of the MDC Management Companies, the general partner of the McCown De Leeuw &
Co., since 1984, and was instrumental in financing and executing the leveraged
buy-out of BMC West Corporation in 1987. Mr. McCown is a director of Aurora
Foods Inc., and several privately held companies.
Mr. Mellor serves as the President and Chief Executive Officer of BMHC. Mr.
Mellor was previously Of Counsel with the law firm of Gibson, Dunn & Crutcher
LLP from 1990 through February 15, 1997. Mr. Mellor also serves as a director of
Coeur d' Alene Mines Corporation and The Ryland Group, Inc.
Mr. Becci has served as the Company's Controller since its inception in 1987 and
was elected Vice President in 1990.
12
Mr. Blackwood is currently Chief Operating Officer and Executive Vice President
of the Company. He previously served as the President of the Intermountain
Division and Executive Vice President of the Company. Mr. Blackwood has been a
Vice President since the Company's inception in 1987.
Mr. Goebel has been Senior Vice President - Finance & Treasurer of Building
Materials Holding Corporation since August 1997. He served as Vice President and
Treasurer of the Company since its inception in November 1987.
Mr. LaRock was promoted to Vice President in 2001 and has been General Manager
of Millwork Operations for the Intermountain Division since 2000. Prior to that,
he held various management positions within the Company since 1993.
Mr. Mahre joined the Company in April 1999 as Director of Financial Planning and
Analysis and was elected Vice President of Corporate Development in May 2001. He
previously was a principal of The Cambria Group, a private equity investment
firm, for a year and a half. Prior to that, he spent six and a half years in
commercial and investment banking with Citibank and Citicorp Securities.
Mr. Pearson has been Senior Vice President - Human Resources of the Company
since May 2001. He was the Company's Vice President - Human Resources since its
inception in November 1987 until 2001.
Mr. Smith has served as President of the SouthCentral Division since November
1997 and was elected Vice President of BMHC in February 2000. Before joining BMC
West, he held the position of President and Chief Operating Officer of Lone Star
Plywood & Door Corp., which was purchased by the Company in November 1997.
Mr. Street joined the Company in January 1999 as Senior Vice President, General
Counsel and Corporate Secretary and was elected Chief Administrative Officer in
May 2001. He previously served as outside General Counsel & Secretary to the
Company while employed by Moffatt, Thomas, Barrett, Rock & Fields.
Mr. Wilson has been a President of the Pacific Division since November 1997 and
was elected as Vice President of BMHC in February 2000. He was previously
district manager of the West Coast district from April 1993 to 1998.
13
Item 2. Properties
BMHC is a holding company engaged, through its wholly owned subsidiaries, BMC
West and BMC Framing in the distribution of building materials and services.
BMHC's headquarters is in San Francisco, California, BMC West's headquarters is
in Boise, Idaho and BMC Framing's headquarters is in Phoenix, Arizona. In
addition to administrative buildings, we have five primary types of facilities:
building materials supply centers, pre-hung millwork facilities, truss
facilities, pre-assembled window distribution facilities, and various sales
offices and showrooms. The facilities listed below do not include the sales
offices or showrooms. We believe that each of our locations are well maintained
and generally are adequate for our needs for the foreseeable future. All of our
material assets, including land and facilities, are owned or leased by the
Company.
State and Date Owned Leased
City Acquired Acreage Acreage
- ---- -------- ------- -------
ARIZONA
Chandler(1) 2001 -- 12.7
*Phoenix - KBI(2) 2001 19.2 --
Phoenix - Royal 2000 -- 0.5
*Tucson 2001 -- 2.2
CALIFORNIA
Atwater(1) 1990 -- 2.4
Bakersfield(1) 2000 3.3 --
*Corona 2001 -- 2.0
*Fresno(3) 1989 13.0 --
*Merced(4) 1987 2.9 1.0
*Modesto(3) 1989 14.0 --
San Francisco
Headquarters 1997 -- --
COLORADO
*Aspen 1987 4.6 --
Boulder 1990 10.0 --
*Colorado Springs(2) 1994 11.4 --
*Colorado Springs Millwork 1999 -- 0.8
*Denver Door North 1990 -- 1.5
Denver Door South(1) 1997 -- 1.2
*Denver 1994 8.7 --
*Evergreen 1990 3.7 --
*Fort Collins(4) 1990 11.0 .5
* Fort Collins Millwork 2001 0.9 --
Fort Lupton(1) 1994 10.4 --
Glenwood Springs(1) 1990 2.0 --
Greeley(1)(2) 1994 11.1 --
*Pueblo(4) 1994 10.7 --
*Steamboat Springs 1987 1.4 2.8
Steamboat Springs Door(1) 1999 -- 0.2
14
State and Date Owned Leased
City Acquired Acreage Acreage
- ---- -------- ------- -------
IDAHO
*Boise(2) 1987 15.8 --
*Boise Millwork 1999 -- 1.2
Boise (office) 1988 -- --
*Idaho Falls(4) 1987 4.9 --
Idaho Falls Truss(1) 1987 6.0 --
*Pocatello 1987 4.6 --
*Rexburg 1987 1.9 --
MONTANA
*Great Falls(4) 1993 9.2 --
*Helena 1998 4.1 --
*Helena Truss 1998 3.6 --
Kalispell(1) 1998 5.4 --
*Kalispell Door 1999 1.4 --
*Missoula 1998 15.1 --
*Missoula Door 1999 4.5 --
Missoula Wood Specialty 1999 2.8 --
NEVADA
*Carson Valley(2) 1998 10.3 --
Gardnerville(1) 1992 4.4 --
*Las Vegas(2) 2001 -- 27.0
*Northern Nevada Millwork 1999 0.5 --
*Sparks(4) 1997 -- 10.1
NORTH CAROLINA
*Charlotte - Royal 2000 -- 2.4
OREGON
Beaverton(1) 2000 -- 0.5
*Sherwood(3) 2000 18.9 --
TEXAS
*Abilene(3) 1995 16.1 --
*Austin 1998 -- 4.3
*Austin(4) 1995 18.3 --
*Austin MWPC 2001 -- 0.1
Castleberry(1) 1995 -- 1.1
*Coppell(3) 1997 9.4 --
*Dallas - Marvin 2000 -- 0.6
*Dallas - Royal 1999 -- 1.0
*El Paso(3) 1991 7.0 --
*Frisco 2000 10.0 2.0
*Houston(4) 1997 7.1 --
*Houston 1998 -- 2.5
*Hurst(4) 1994 5.3 2.3
*Killeen(4) 1994 3.6 0.3
15
State and Date Owned Leased
City Acquired Acreage Acreage
- ---- -------- ------- -------
TEXAS (continued)
*New Braunfels(3) 1995 23.6 --
*San Antonio 1998 -- 4.2
UTAH
*Heber City 1997 -- 2.5
*Orem(3) 1987 9.5 6.8
*Salt Lake(2) 1990 13.2 --
*Salt Lake Millwork 1999 -- 1.4
*West Haven(4) 1996 6.0 --
WASHINGTON
*Everett(2) 1994 29.3 --
*Issaquah(4) 1994 21.4 --
*Kent 1994 4.5 --
*Puget Sound Millwork 1998 -- --
*Spokane(4) 1990 4.2 --
Spokane Truss(1) 1998 5.0 --
*Tacoma(3) 1987 8.9 --
*Vancouver(4) 1994 -- 5.4
WYOMING
*Jackson 1996 -- 1.0
* Business unit
(1) These locations are satellites of existing locations and not counted as
business units.
(2) These locations include a truss facility.
(3) These locations include a truss and a millwork facility.
(4) These locations include a millwork facility.
BMHC and BMC are tradenames. Other brand names or trademarks appearing in this
Form 10-K are the property of their respective holders.
Item 3. Legal Proceedings
We are involved in litigation and other legal matters arising in the normal
course of business. In the opinion of management, our recovery or liability, if
any, under any of these matters will not have a material effect on our financial
position, liquidity or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to the shareholders for a vote during the fourth
quarter of the fiscal year.
16
PART II
Item 5. Market for Registrant's Common Stock and Related Shareholder Matters
The Common Stock of BMHC is traded on the Nasdaq National Market under the
symbol "BMHC". The following table sets forth the range of high and low closing
sales prices on the Nasdaq National Market for the Common Stock for the periods
indicated. Such quotations represent inter-dealer prices without retail markup,
markdown or commission and may not necessarily represent actual transactions.
Common Stock Prices:
Fiscal 2001 High Low
- ----------- ---- ---
Quarter ended March 31, 2001 $ 9.938 $ 8.250
Quarter ended June 30, 2001 15.210 8.690
Quarter ended September 30, 2001 16.960 10.700
Quarter ended December 31, 2001 15.490 9.400
Fiscal 2000 High Low
- ----------- ---- ---
Quarter ended March 31, 2000 $10.938 $8.875
Quarter ended June 30, 2000 11.000 7.750
Quarter ended September 30, 2000 10.438 8.500
Quarter ended December 31, 2000 9.500 7.563
We have not paid any dividends on our Common Stock and the Board of Directors
presently intends to continue this policy in order to retain earnings for use in
the business. The amount of dividend payments is restricted by our loan
agreements. At March 14, 2002, our Common Stock was held by approximately 3,084
shareholders of record or through nominee or street name accounts with brokers
(363 registered holders). The last sales price for our Common Stock, as reported
by Nasdaq on March 14, 2002, was $16.90.
17
Item 6. Selected Financial Data
The following table sets forth selected consolidated financial data of BMHC for
the years indicated. It is derived from our audited consolidated financial
statements, and should be read in conjunction with the disclosures in Item 7;
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," below and the consolidated financial statements and notes thereto
presented on pages 10 through 28 of our 2001 Annual Report. (amounts in
thousands, except share data)
2001 2000 1999 1998 1997
---------- ---------- ---------- -------- --------
Net sales $1,092,867 $1,013,968 $1,007,108 $877,280 $728,065
Gross profit 307,305 270,445 251,971 214,158 168,410
Income from operations 42,629 42,536 45,662 35,123 24,357
Equity in earnings of
unconsolidated companies (a) 4,817 8,421 4,978 -- --
Income before extraordinary item 20,844 19,712 23,035 15,149 9,493
Extraordinary item, net of tax (b) -- -- (3,352) -- --
Net income $ 20,844 $ 19,712 $ 19,683 $ 15,149 $ 9,493
Income per diluted common
share before extraordinary item $1.60 $1.54 $1.80 $1.20 $0.78
Net income per common share:
Basic $1.61 $1.55 $1.55 $1.21 $0.80
Diluted $1.60 $1.54 $1.54 $1.20 $0.78
BALANCE SHEET DATA:
At Year End 2001 2000 1999 1998 1997
-------- -------- -------- -------- --------
Working capital $160,904 $142,075 $139,283 $116,744 $118,612
Total assets 485,742 459,634 450,119 373,981 340,373
Long-term debt, net of current
maturities and redeemable
preferred stock 167,417 165,006 170,547 117,805 113,410
Shareholders' equity 242,894 220,555 200,110 180,250 160,951
(a) The years ended December 31, 2001 and 1999 include six months and eight
months, respectively, of equity method of accounting with respect to the
Company's 49% investment in KBI. See Notes 4 and 6 to the consolidated
financial statement for more detail.
(b) The year ended December 31, 1999 includes an extraordinary loss related to
a redemption premium and the write off of deferred financing costs
associated with the early retirement of notes payable.
18
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Management's discussion and analysis of financial condition and results of
operations is presented under the caption "Financial Review" in BMHC's 2001
Annual Report to Shareholders ("Annual Report"). The information under this
caption is incorporated herein by this reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and qualitative disclosures about market risk are presented under
the caption "Financial Review" in the Annual Report. The information under this
caption is incorporated herein by this reference.
Item 8. Financial Statements and Supplementary Data
BMHC's consolidated financial statements and related notes, together with the
report of our independent accountants, are presented on pages 15 through 28 of
the Annual Report and are incorporated herein by this reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The nominees for directors of the Company are presented on pages 5 and 6 of the
Company's definitive Proxy Statement ("Proxy Statement"). This information is
incorporated herein by this reference.
The information required by this Item concerning the Company's executive
officers is set forth in Part I, Section Titled "Executive Officers", of this
report and is incorporated herein by this reference.
The information required by this Item concerning compliance with Section 16(a)
of the Exchange Act is presented under the caption entitled "Certain
Relationships and Other Transactions" of the Proxy Statement and is incorporated
herein by this reference.
Item 11. Executive Compensation
Information required by this Item concerning compensation of the Company's
executive officers for the year ended December 31, 2001, is presented under the
captions entitled "Executive Compensation and Other Information" of the Proxy
Statement. This information is incorporated herein by this reference.
19
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this Item concerning the security ownership of certain
beneficial owners, directors and executive officers, as of December 31, 2001, is
set forth under the caption "Security Ownership of Certain Beneficial Owners" of
the Proxy Statement and is incorporated herein by this reference.
Item 13. Certain Relationships and Related Transactions
Information required by this Item concerning certain relationships and related
transactions during 2001 is set forth under the caption "Certain Relationships
and Other Transactions" of the Proxy Statement and is incorporated herein by
this reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this annual report on Form
10-K:
1. Financial Statements:
Incorporated herein by this reference from pages 15
through 28 of the Annual Report.
- Consolidated Statements of Income for the years ended
December 31, 2001, 2000, and 1999.
- Consolidated Balance Sheets as of December 31, 2001 and
December 31, 2000.
- Consolidated Statements of Shareholders' Equity for the
years ended December 31, 2001, 2000 and 1999.
- Consolidated Statements of Cash Flows for the years ended
December 31, 2001, 2000 and 1999.
- Notes to Consolidated Financial Statements.
- Report of Independent Accountants.
Page
----
2. Financial Statement Schedules:
-----------------------------
Report of Independent Accountants on Financial Statement
Schedule....................................................... 22
I. Valuation and Qualifying Accounts for the years ended
December 31, 2001, 2000 and 1999............................... 25
20
Schedules other than those listed are omitted because they are not applicable or
because the required information is shown in the financial statements or notes.
3. Combined Financial Statements:
-----------------------------
Knipp Brothers Industries, LLC, KBI Distribution, LLC and
KB Industries Limited Partnership
- Combined Balance Sheets as of June 30, 2001
and December 31, 2000.......................................... F-3
- Combined Statements of Income for the six months ended
June 30, 2001 and for the year ended December 31, 2000......... F-4
- Combined Statements of Changes in Equity for the six months
ended June 30, 2001 and for the year ended December 31, 2000... F-5
- Combined Statements of Cash Flows for the six months ended
June 30, 2001 and for the year ended December 31, 2000......... F-6
- Notes to Combined Financial Statements......................... F-7
- Report of Independent Accountants.............................. F-16
4. Exhibits:
---------
A list of the exhibits required to be filed as part of
this report is set forth in the Index to Exhibits, which
immediately precedes such exhibits, and is incorporated
herein by this reference.
(b) Reports on Form 8-K
No Form 8-Ks were filed during the fourth quarter of the fiscal year.
21
Report of Independent Accountants on
Financial Statement Schedule
To the Board of Directors
of Building Materials Holding Corporation:
Our audits of the consolidated financial statements referred to in our report
dated March 8, 2002 appearing in the 2001 Annual Report to Shareholders of
Building Materials Holding Corporation (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedule listed in Item
14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
March 8, 2002
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BUILDING MATERIALS HOLDING CORPORATION
By /s/ Robert E. Mellor
---------------------
Robert E. Mellor
President, Chief Executive Officer and Director
Dated: March 15, 2002
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert E. Mellor, Ellis C. Goebel, and Robert L.
Becci, and each of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and all amendments to
this Report, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
all said attorneys-in-fact and agents, or any of them or their or his
substitutes or substituted, may lawfully do or cause to be done by virtue
hereof. This Form 10-K may be executed in multiple counterparts, each of which
shall be an original, but which shall together constitute but one agreement.
23
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
(i) Principal Executive Officer: (iv) Directors:
/s/ Robert E. Mellor /s/ George E. McCown
- -------------------- --------------------
Robert E. Mellor George E. McCown
President, Chief Executive Chairman of the Board
Officer and Director of Directors
March 15, 2002 March 15, 2002
(ii) Principal Financial Officer: /s/ Robert E. Mellor
--------------------
/s/ Ellis C. Goebel Robert E. Mellor
- ------------------- March 15, 2002
Ellis C. Goebel
Senior Vice President - Finance and Treasurer
March 15, 2002 /s/ Alec F. Beck
----------------
Alec F. Beck
(iii) Principal Accounting Officer: March 15, 2002
/s/ Robert L. Becci /s/ Sara L. Beckman
- ------------------- -------------------
Robert L. Becci Sara L. Beckman
Vice President and Controller March 15, 2002
March 15, 2002
/s/ H. James Brown
------------------
H. James Brown
March 15, 2002
/s/ Wilbur J. Fix
-----------------
Wilbur J. Fix
March 15, 2002
------------------------
Donald S. Hendrickson
March 15, 2002
/s/ Guy O. Mabry
-----------------
Guy O. Mabry
March 15, 2002
/s/ Peter S. O'Neill
--------------------
Peter S. O'Neill
March 15, 2002
/s/ Richard G. Reiten
---------------------
Richard D. Reiten
March 15, 2002
24
BUILDING MATERIALS HOLDING CORPORATION
SCHEDULE I - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 and 1999
(amounts in thousands)
Additions Additions
Balance at Charged to Charged to
Beginning Costs and Other Balance at
Description of Year Expenses Accounts Deductions End of Year
- ----------- --------------- --------------- --------------- --------------- -----------
DEDUCTED FROM ASSET ACCOUNTS:
ALLOWANCE FOR RETURNS, DISCOUNTS AND DOUBTFUL ACCOUNTS
Year Ended December 31, 2001 $2,184 $1,679 $-- $1,897 (1) $1,966
Year Ended December 31, 2000 $2,257 $1,582 $-- $1,655 (1) $2,184
Year Ended December 31, 1999 $2,062 $1,811 $-- $1,616 (1) $2,257
(1) Represents write-offs of uncollectible receivables, net of recoveries.
25
BUILDING MATERIALS HOLDING CORPORATION
INDEX TO EXHIBITS
Filed with the Annual Report
on Form 10-K for the
Year Ended December 31, 2001
Exhibit Exhibit
Footnote Number Description
- -------- ------ -----------
(f) 3.5 Amended Certificate of Incorporation, filed with the office
of the Secretary of State of the State of Delaware on
September 23, 1997.
(j) 3.6.1 Amended and Restated By-laws of the Registrant.
(c) 4.2 Form of Note.
(f) 4.7 Rights Agreement, dated September 19, 1997, as amended
November 5, 1998 by and between the Registrant and
American Stock Transfer and Trust Company.
(a) 10.4* 1990 Bonus Plan of the Company
(a) 10.5* Stock Option Plan (Senior Original Shareholders
Management Plan), effective January 1, 1991.
(a) 10.6* Stock Option Plan (Field Management Plan),
effective January 1, 1991.
(b) 10.7 Form of indemnity agreement between the
Company and its officers and directors.
(d) 10.13* Supplemental Retirement Plan dated January 1, 1993.
(e) 10.19* Amended and Restated 1992 Non-Qualified Stock
Plan.
(e) 10.20* Amended and Restated 1993 Employee Stock Option
Plan.
(e) 10.21* Amended and Restated 1993 Non-Employee Director
Stock Option Plan.
(g) 10.34 Asset Purchase Agreement dated as of October 13, 1999, between
BMCW, LLC and Rowland Manufacturing Corporation dba
Royal Door Company, Inc.
(g) 10.35 Promissory Note between BMCW, LLC Rowland
Manufacturing Corporation dba Royal Door Company, Inc.
10.36 Amended and Restated Credit Agreement among
Wells Fargo Bank, N.A., as Agent, the Company, Letter
26
Of Credit Issuing Bank First Union Bank, as Syndication
Agent, and Twelve Other Financial Institutions Party
Hereto dated August 30, 2001.
(g) 10.37 Amended and Restated Severance Plan for Certain
Key Executive Officers, Senior Management and Key
Employees of the Company and its subsidiaries as
Adopted by the Board of Directors of the Company
on February 17, 2000.
(h) 10.38 Building Materials Holding Corporation 2000
Stock Incentive Plan.
(i) 10.39 Building Materials Holding Corporation Employee
Stock Purchase Plan.
(k) 10.40 Redemption Agreement, dated as of July 3, 2001, by and
among Knipp Brothers Industries, LLC, BMC Framing
and Knipp Brothers, Inc.
(k) 10.41 Transfer of General Partner and Limited Partner Interests
in KB Industries Limited Partnership dated July 3, 2001
11.0 Statement regarding computation of earnings per share.
13.1 Building Materials Holding Corporation's 2001 Annual Report.
Such report, except to the extent incorporated
herein by reference, is being furnished for the
information of the Securities and Exchange
Commission only and is not to be deemed
filed as part of this Annual Report on Form 10-K.
21.1 Subsidiaries of Building Materials Holding Corporation
23.1 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Secore & Niedzialek, P.C.
24.1 Power of Attorney. Reference is made
to page 23.
- ----------
(a) Filed as an Exhibit to the Registration Statement on Form S-1 filed with
the Commission on June 6, 1991 (Registration No. 33-41040) (the
"Registration Statement") and incorporated herein by reference.
(b) Filed as an Exhibit to Amendment No. 2 to the Registration Statement,
filed with the Commission on August 2, 1991 and incorporated herein by
reference.
27
(c) Filed as an Exhibit to Amendment No.1 to the Registration Statement on
Form S-1, filed with the Commission on October 20, 1992 (Registration No.
33-52432), and incorporated herein by reference.
(d) Filed as an Exhibit to Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, filed with the Commission on March 30, 1995,
and incorporated herein by reference.
(e) Filed as an Exhibit to Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, filed with the Commission on March 28, 1997,
and incorporated herein by reference.
(f) Filed as an Exhibit to BMHC's Report on Form 8-K12G3, filed with the
Commission on September 23, 1997 and incorporated herein by reference.
(g) Filed as an Exhibit to Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, filed with the Commission on March 31, 2000,
and incorporated herein by reference.
(h) Filed as an Exhibit to BMHC's Report on Form S-8, filed with the
Commission on August 22, 2000 and incorporated herein by reference.
(i) Filed as an Exhibit to BMHC's Report on Form S-8, filed with the
Commission on October 2, 2000 and incorporated herein by reference.
(j) Filed as an Exhibit to Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001, filed with the Commission on November
14, 2001, and incorporated herein by reference.
(k) Filed as an Exhibit to Company's Form 8-K, filed with the Commission on
July 17, 2001, and incorporated herein by reference.
* Component of executive compensation.
28