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, 2000 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
One Market Plaza, Steuart Tower, Ste 2650, San Francisco, CA 94105
Telephone: (415)227-1650
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. _X_
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 15, 2001 was $53,630,780.*
* Excludes 6,839,296 shares of Common Stock held by directors, officers, and
holders of more than 5% of the Company's shares outstanding at March 15,
2001. 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 15, 2001
----- --------------------
Common Stock
$.001 par value 12,839,607
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, 2000,
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, 2001, for use in
connection with the annual meeting of shareholders to be held on May 1,
2001, 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 1
2. Properties 12
3. Legal Proceedings 15
4. Submission of Matters to a Vote of Security Holders 15
PART II
5. Market for Registrant's Common Stock and Related
Stockholder Matters 16
6. Selected Financial Data 17
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 18
8. Financial Statements and Supplementary Data 18
9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 19
PART III
10. Directors and Executive Officers of the Registrant 20
11. Executive Compensation 20
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 21
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
value-added services and high-quality building materials products to the
residential construction market. Our operating subsidiaries include BMC West
Corporation ("BMC West") and BMC Framing Inc. ("Framing"), with 137 facilities
organized into 56 business units. BMC Framing holds a 49% equity interest in
Knipp Brothers Industries, LLC, and KB Industries Limited Partnership,
leading framing contractors operating in Arizona, California and Nevada.
In recent years we have increased our sales of higher margin value-added
products. 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 interest in Framing we
participate in the framing market, and with our acquisition of Roland
Manufacturing Corporation ("Royal Door") we participate in the assembly and
installation of pre-hung doors and millwork in multi-family and light commercial
projects. Our offering of value-added products and services both augments our
ability to supply contractors and builders with a full range of their building
materials needs and reduces our sensitivity to commodity wood product prices.
BMHC targets primarily professional contractors and builders engaged in
residential construction and, to a lesser extent, light commercial and
industrial construction. We focus on developing and maintaining strong
relationships with regional and local contractors, developers, builders,
architects and engineers. Professional contractors and builders 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 and Lowe's, who do not offer the
broad range of services that we provide, and who generally sell in smaller
quantities and are focused on the retail consumer. We also target the repair and
remodel market that consists of consumers and contractors involved in major home
improvement projects.
2
Our 137 facilities offer products and services that are designed to meet the
needs of professional contractors and builders. In addition, each of our
business units tailor 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
- - pre-hung doors and millwork - roofing materials
- - roof and floor trusses and wall panels - cabinets
- engineered wood products
- paint
- hardware
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 750 employees
to develop long-term relationships with local professional contractors and
builders and to generate a large volume of repeat and referral business.
Our specialty services focus on professional contractors and builders 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 materials 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
precisely into a constructed building; and
o installation of windows, doors and insulation in some local markets.
INDUSTRY OVERVIEW
Building materials distributors generally concentrate on serving either
professional contractors and builders 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
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-
3
oriented distributors offer a greater range of services and a range of 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 contractors and builders 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 of a large entity, such as BMHC.
The building materials distribution industry is linked to the economic cycles
and seasonality associated with the home building industry. Construction
expenditures are 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 it 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. 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
in these markets.
OPERATING STRATEGY
Our strategic plan is to continue to increase sales of value-added products as a
percentage of total sales and reduce sales of commodity wood products as a
percentage of total sales. We plan to continue to expand the availability of our
company-fabricated or pre-assembled products to every business unit in which
market demand justifies the expansion. We also continually evaluate the
introduction of new value-added products, as exemplified by our addition of
framing to our value-added product offering through our equity interest held by
Framing. 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 tends to allow professional
contractors or builders to reduce their on-site labor costs. We will continue to
expand these and other specialty services where appropriate.
4
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 by capitalizing on
our reputation for quality and dependability with our existing customers, who
view us as the provider of choice in their respective markets, to attract new
customers and to increase our sales to existing customers.
Our total quality management program defines quality as providing the best
products and services at the right place at the right time. The program provides
an environment to encourage employees to identify cost reduction and margin
improvement opportunities, empowers employees to make significant contributions
and work together as a team, and measures our performance and follow-through on
improvement efforts.
We focus on improving efficiency and productivity at all facilities with special
attention and support to certain of the facilities that we believe are
under-performing. 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. Such adjustments may have some minor impact on margins as we adjust
inventories. We are also exploring alternatives for under-performing facilities
including consolidation and liquidation of real property. We also are focusing
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 value-added product capabilities. The acquisitions must also possess
an established customer base of professional contractors and builders 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 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 facilities that meet
certain general financial criteria. Additional factors include the reputation of
the business among local contractors and the quality of the business's
management and sales organization.
5
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 effective management of inventories and accounts receivable and in
the efforts to improve customer service.
In 2000, we completed the acquisition of Alberta Sales, a millwork facility that
was consolidated into the Company's existing Carson Valley location, and the
acquisition from Frontier Wholesale Company of four-warehouse distribution
centers along with several sales offices doing business as Marvin Windows
Planning Center. The following chart sets forth the number of units acquired or
opened and consolidated during each of the last two fiscal years.
YEAR ENDED YEAR ENDED
DEC. 31, 2000 DEC. 31, 1999
------------- -------------
Beginning number of business units 53 58
Acquisitions and DeNovo 4 4
Consolidations and Closures (1) (9)
--- ---
Ending balance 56 53
==== ===
We plan to continue to acquire complementary businesses. Although, we continue
to engage in discussions with potential acquisition candidates, we may not be
able to continue to identify and complete successful acquisitions in the future.
PRODUCTS
Our principal products 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 conduct
value-added activities, which include 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 at our facilities
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 by category of
product, the specific percentages are affected year-to-year by changes in the
prices of commodity wood products, as well as changes in unit volumes sold.
6
CATEGORY OF PRODUCT 2000 1999
- ------------------- ---- ----
Wood products (lumber and panel products) 41% 44%
Value-added (pre-hung doors and millwork, roof and
floor trusses, windows, installation & moldings) 40 35
Building materials (roofing, siding, engineered wood
products, insulation and steel products) 12 14
Other (paint, hardware, tools, electrical and plumbing) 7 7
--- ---
100% 100%
=== ===
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 centers 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.
SALES AND MARKETING
Each of our 56 business units tailors its product and service mix to the local
market and operates as a separate profit center. We reach our professional
contractor customers mainly through field sales representatives, advertisements
in trade journals and local promotional events.
CUSTOMERS
The Company's business is comprised of three major customer groups: new housing
contractors and builders, commercial and industrial contractors and repair and
remodel contractors. No one customer accounts for more than 2% of total sales.
7
PROFESSIONAL CONTRACTOR AND BUILDER MARKET
In 2000, sales to these professional contractors and builders accounted for
approximately 85% of net sales (this total includes 80% to new residential
contractors and 5% to commercial and industrial contractors). This compares
with 82% of net sales in 1999 (this total included 76% to new residential
contractors and 6% to commercial and industrial contractors). A significant
amount of this business consisted of sales of 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 400 field sales representatives
supported by approximately 350 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 center 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.
REPAIR AND REMODEL MARKET
This customer group consists generally of project-oriented contractors
(including professional repair and remodel contractors hired by them). In
2000, sales to these contractors accounted for approximately 15% of net
sales compared to 17% of net sales in 1999. 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
8
in average bad debt expense of approximately 0.18% of net sales during the last
five years, with no single year exceeding 0.21%. We believe that our bad debt
expense levels are among the lowest in the industry. Approximately 94% of our
sales in 2000 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 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.
PURCHASING
We purchase merchandise from a large number of manufacturers and suppliers. In
2000, our largest supplier accounted for approximately 9% 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 41% of our 2000 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
16.3% in 2000 over 1999. This is the lowest prices have been in eight years and
we expect prices to remain at this level through 2001. We have established
purchasing and pricing procedures to reduce exposure to inventory write-downs.
Our commodity 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
product inventory approximately 10 to 12 times per year. Such rapid inventory
turnover limits our potential exposure to inventory loss from
9
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.
We entered into a merchandise supply agreement with TruServe for hardline
products, which include builders hardware, tools, paint and sub-floor adhesives.
Under the agreement, we terminated existing affiliations with other
distributors.
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 contractors and builders 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.
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.
10
At December 31, 2000, we employed approximately 4,400 persons, of which
approximately 318 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 administrative 14%
Delivery (truck drivers, load builders, yard) 32%
Manufacturing (truss, door, window, framing) 31%
Field sales force (outside/inside sales) 17%
Retail operations (cashiers/receiving/sales support) 6%
EXECUTIVE OFFICERS AS OF DECEMBER 31, 2000
DATE FIRST
ELECTED AS
NAME AGE POSITION OR OFFICE AN OFFICER
George E. McCown 65 Chairman of the Board of 1987
Directors
Robert E. Mellor 57 President, Chief Executive 1997
Officer and Director
Robert L. Becci 60 Vice President and Controller 1990
Richard F. Blackwood 63 Executive Vice President 1987
President - Intermountain Division
Ellis C. Goebel 59 Senior Vice President- Finance 1987
and Treasurer
Steven H. Pearson 53 Vice President - Human 1987
Resources
William E. Smith 49 Vice President 1997
President - SouthCentral Division
Paul S. Street 52 Senior Vice President, General 1999
Counsel and Corporate Secretary
Stanley M. Wilson 56 Vice President 1997
President, Pacific Division
11
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.
Mr. Blackwood is currently 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. Pearson has served as Vice President - Human Resources of the Company since
its inception in November 1987.
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. He previously served as outside General Counsel
& Secretary to the Company while employed by Moffatt, Thomas, Barrett, Rock &
Fields.
Mr. Wilson has served as 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.
12
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 and BMC West's headquarters
is in Boise, Idaho. 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
Phoenix - Royal 2000 -- .5
CALIFORNIA
Atwater(1) 1990 -- 2.4
Bakersfield(1) 2000 3.3 --
*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 Door 1999 -- .8
*Denver Door North 1990 -- 1.5
Denver Door South 1997 -- 1.2
*Denver 1994 8.7 --
*Evergreen 1990 3.7 --
*Fort Collins(4) 1990 12.0 .5
Fort Lupton(1) 1994 10.4 --
Grand Junction(4) 1994 3.5 .5
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 1999 -- .2
13
STATE AND DATE OWNED LEASED
CITY ACQUIRED ACREAGE ACREAGE
- ---- -------- ------- -------
IDAHO
*Boise(2) 1987 15.8 --
Boise Door 1999 -- 1.2
Boise (office) 1988 -- --
Emmett(1) 1987 2.6 --
*Idaho Falls(4) 1987 4.9 --
Idaho Falls Truss 1987 6.0 --
*Lewiston(4) 1990 2.7 --
*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 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 --
Carson Valley Door 1999 .5 --
Gardnerville(1) 1992 4.4 --
*Sparks(4) 1997 -- 10.1
NORTH CAROLINA
*Charlotte - Royal 2000 -- 2.4
OREGON
Beaverton(1) 2000 -- 0.5
*Sherwood(3) 2000 18.9 --
14
STATE AND DATE OWNED LEASED
CITY ACQUIRED ACREAGE ACREAGE
- ---- -------- ------- -------
TEXAS
*Abilene(3) 1995 16.1 --
*Austin 1998 -- 4.3
*Austin(4) 1995 18.3 --
Castleberry 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
*New Braunfels(3) 1995 23.6 --
*Round Rock 1996 -- 3.9
*San Antonio 1998 -- 4.2
UTAH
Heber City(1) 1997 -- 2.5
*Orem(3) 1987 9.5 6.8
*Salt Lake(2) 1990 13.2 --
*Salt Lake Millwork 1999 -- 1.4
Tooele(1) 1987 1.5 0.7
*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 9.2 --
Spokane Truss
*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.
15
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 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
FISCAL 1999 HIGH LOW
- ----------- ---- ---
Quarter ended March 31, 1999 $12.625 $ 9.375
Quarter ended June 30, 1999 12.750 9.750
Quarter ended September 30, 1999 13.313 10.000
Quarter ended December 31, 1999 11.750 7.500
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 15, 2001, our Common Stock was held by approximately 3,770
shareholders of record or through nominee or street name accounts with brokers
(179 registered holders). The last sales price for our Common Stock, as reported
by Nasdaq on March 15, 2001, was $8.938.
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 9 through 11 of our 2000 Annual Report.
(amounts in thousands, except share data)
2000 1999 1998 1997 1996
---------- ---------- -------- -------- --------
Net sales $1,013,968 $1,007,108 $877,280 $728,065 $718,024
Gross profit 270,445 251,971 214,158 168,410 158,616
Income from operations 42,536 45,662 35,123 24,357 28,422
Equity in earnings of
unconsolidated companies 8,421 4,978 -- -- --
Income before extraordinary item 19,712 23,035 15,149 9,493 10,991
Extraordinary item,
net of tax -- (3,352) -- -- (342)
Net income $ 19,712 $ 19,683 $ 15,149 $ 9,493 $ 10,649
Income per diluted
common share before
extraordinary item $ 1.54 $ 1.80 $ 1.20 $ 0.78 $ 1.00
Net income per common share:
Basic $ 1.55 $ 1.55 $ 1.21 $ 0.80 $ 0.99
Diluted $ 1.54 $ 1.54 $ 1.20 $ 0.78 $ 0.97
BALANCE SHEET DATA:
At Year End 2000 1999 1998 1997 1996
---------- ---------- -------- -------- --------
Working capital $ 142,075 $ 139,283 $116,744 $118,612 $110,467
Total assets 459,634 450,119 373,981 340,373 288,369
Long-term debt, net of
current maturities and
redeemable preferred stock 165,006 170,547 117,805 113,410 90,203
Shareholders' equity 220,555 200,110 180,250 160,951 145,088
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 2000
Annual Report to Shareholders ("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 12 through 24 of
our 2000 Annual Report to Shareholders and are incorporated herein by this
reference.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Building Materials Holding Corporation:
We have audited the accompanying consolidated statement of income, shareholders'
equity and cash flows of Building Materials Holding Corporation (a Delaware
corporation) and subsidiary for the year ended December 31, 1998. These
financial statements are the responsibility of the Company'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 results of operations and cash flows of Building
Materials Holding Corporation and subsidiary for the year ended December 31,
1998 in conformity with accounting principles generally accepted in the United
States.
/s/ ARTHUR ANDERSEN LLP
Boise, Idaho
January 25, 1999
19
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
(a)(1) Previous independent accountants
(i) On May 6, 1999 Building Materials Holding Corporation,
Registrant, advised Arthur Andersen LLP, as its independent
accountants, that they would be dismissed, effective May 14,
1999.
(ii) The reports of Arthur Andersen LLP on the financial statements
for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
(iii) The Registrant's Audit Committee and Board of Directors
participated in and approved the decision to change
independent accountants.
(iv) In connection with its audits for the two most recent fiscal
years and through May 14, 1999, there have been no
disagreements with Arthur Andersen LLP on any matter of
accounting principles or practices, financial statement
disclosures, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur
Andersen LLP, would have caused them to make reference thereto
in their report on the financial statements for such years.
(v) During the two most recent fiscal years and through May 14,
1999, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)).
(a)(2) New independent accountants
(i) The Registrant engaged PricewaterhouseCoopers LLP as its new
independent accountants as of May 14, 1999. During the two
most recent fiscal years and through May 14, 1999, the
Registrant has not consulted with PricewaterhouseCoopers LLP
regarding either (i) the application of accounting principles
to a specified transaction, either completed or proposed; or
the type of audit opinion that might be rendered on the
Registrant's financial statements, and neither a written
report was provided to the Registrant or oral advice was
provided that PricewaterhouseCoopers LLP concluded was an
important factor considered by the Registrant in reaching a
decision as to the accounting, auditing or financial reporting
issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined
in Item 304(a)(1)(v) of Regulation S-K.
(a)(3) The Registrant has requested that Arthur Andersen LLP furnish it
with a letter addressed to the SEC stating whether or not it agrees
with the above statements. A copy of such letter, dated May 13,
1999, was filed as Exhibit 16 to Form 8-K on May 13, 1999 and is
incorporated herein by reference.
20
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS
The nominees for directors of the Company are presented on pages 5 through 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, 2000, is presented under the
captions entitled "Executive Compensation and Other Information" of the Proxy
Statement. This information is incorporated herein by this reference.
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, 2000, 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 2000 is set forth under the caption "Certain Relationships
and Other Transactions" of the Proxy Statement and is incorporated herein by
this reference.
21
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 12 through 24 of the Annual Report to Shareholders.
- Consolidated Statements of Income for the years ended December
31, 2000, 1999, and 1998.
- Consolidated Balance Sheets as of December 31, 2000 and December
31, 1999.
- Consolidated Statements of Shareholders' Equity for the years
ended December 31, 2000, 1999 and 1998.
- Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 1999 and 1998.
- Notes to Consolidated Financial Statements.
- Reports of Independent Accountants. PAGE
2. FINANCIAL STATEMENT SCHEDULES:
Reports of Independent Accountants on Financial Statement
Schedules ................................................... 24
I. Valuation and Qualifying Accounts for the years ended
December 31, 2000, 1999 and 1998 ............................ 28
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 December 31, 2000 and
December 31, 1999 ........................................... F-3
- Combined Statement of Income for the years ended
December 31, 2000 and for the Period from May 1, 1999
(Date Operations Commenced) through December 31, 1999........ F-4
- Combined Statements of Changes in Equity for the years ended
December 31, 2000 and for the Period from May 1, 1999
(Date Operations Commenced) through December 31, 1999 ....... F-5
- Combined Statements of Cash Flows for the years ended
December 31, 2000 and for the Period from May 1, 1999
(Date Operations Commenced) through December 31, 1999........ F-6
- Notes to Combined Financial Statements ...................... F-8
22
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.
23
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 February 27, 2001 appearing in the 2000 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 schedules for the years ended
December 31, 2000 and 1999 listed in Item 14(a)(2) of this Form 10-K. In our
opinion, these financial statement schedules present 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
February 27, 2001
24
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Building
Materials Holding Corporation:
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated statement of income, shareholders' equity and
cash flows of Building Materials Holding Corporation as of December 31, 1998
included in Building Materials Holding Corporation's annual report to
shareholders incorporated by reference in the Form 10-K for the period ended
December 31, 2000 and have issued our report thereon dated January 25, 1999. Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole. The schedule listed in Part IV, Item 14(a)(2) is the responsibility
of the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. The schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
/s/ ARTHUR ANDERSEN
- -------------------
Boise, Idaho
January 25, 1999
25
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 6, 2001
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.
26
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 6, 2001 March 6, 2001
(ii) Principal Financial Officer: /s/ ROBERT E. MELLOR
--------------------
Robert E. Mellor
March 6, 2001
/s/ ELLIS C. GOEBEL
- -------------------
Ellis C. Goebel /s/ ALEC F. BECK
Senior Vice President - Finance and Treasurer ----------------
March 6, 2001 Alec F. Beck
March 6, 2001
/s/ H. JAMES BROWN
(iii) Principal Accounting Officer: ------------------
H. James Brown
/s/ ROBERT L. BECCI March 6, 2001
- -------------------
Robert L. Becci
Vice President and Controller /s/ WILBUR J. FIX
March 6, 2001 -----------------
Wilbur J. Fix
March 6, 2001
/s/ DONALD S. HENDRICKSON
-------------------------
Donald S. Hendrickson
March 6, 2001
/s/ GUY O. MABRY
-----------------
Guy O. Mabry
March 6, 2001
/s/ PETER S. O'NEILL
--------------------
Peter S. O'Neill
March 6, 2001
27
BUILDING MATERIALS HOLDING CORPORATION
SCHEDULE I - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
(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 DOUBTFUL ACCOUNTS
Year Ended
December 31, 2000 $2,257 $1,582 $ -- $1,654(1) $2,185
Year Ended
December 31, 1999 $2,062 $1,811 $ -- $1,616(1) $2,257
Year Ended
December 31, 1998 $1,617 $2,279 $ -- $1,834(1) $2,062
(1) Represents write-offs of uncollectible receivables, net of recoveries.
28
BUILDING MATERIALS HOLDING CORPORATION
INDEX TO EXHIBITS
Filed with the Annual Report
on Form 10-K for the
Year Ended December 31, 2000
EXHIBIT EXHIBIT
FOOTNOTE NUMBER DESCRIPTION PAGE
(g) 3.5 Amended Certificate of Incorporation, filed with the
office of the Secretary of State of the State of
Delaware on September 23, 1997.
(g) 3.6.1 Amended and Restated By-laws of the Registrant.
(c) 4.2 Form of Note.
(g) 4.4 Agreement and Plan of Merger, dated September 23, 1997
by and among the Registrant, BMC West Corporation and
BMC West Merger Corporation.
(g) 4.7 Rights Agreement, dated September 19, 1997, as amended
as of 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.
(e) 10.13* Supplemental Retirement Plan dated January 1, 1993.
(f) 10.19* Amended and Restated 1992 Non-Qualified Stock Plan.
(f) 10.20* Amended and Restated 1993 Employee Stock Option Plan.
(f) 10.21* Amended and Restated 1993 Non-Employee Director Stock
Option Plan.
(g) 10.22 Agreement and Plan of Merger, dated September 23, 1997
by
and among the Registrant, BMC West Corporation and BMC West
Merger Corporation.
(m) 10.31** Securities Purchase Agreement dated as of March 23,
1999, Between Knipp Brothers, Inc., Lawrence W. Knipp
and BMHC and BMHC Framing, Inc.
(m) 10.32** Amended and Restated Limited Liability Company Agreement
of Knipp Brothers Industries, LLC Dated May 1, 1999.
(m) 10.33 Put Agreement dated April 30, 1999 between Knipp
Brothers, Inc., an Arizona Corporation, BMHC Framing,
Inc., A Delaware Corporation, Building Materials Holding
Corporation, a Delaware Corporation and Knipp Brothers
Industries, LLC, a Delaware limited liability company.
(m) 10.34 Asset Purchase Agreement dated as of October 13, 1999,
between BMCW, LLC and Rowland Manufacturing Corporation
dba Royal Door Company, Inc.
(m) 10.35 Promissory Note between BMCW, LLC Rowland Manufacturing
Corporation dba Royal Door Company, Inc.
(m) 10.36 Credit Agreement among Bank of America, N.A., as Agent,
the Company, and Ten Other Financial Institutions Party
Hereto dated November 30, 1999.
(m) 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.
(n) 10.38 Building Materials Holding Corporation 2000 Stock
Incentive Plan.
(o) 10.39 Building Materials Holding Corporation Employee Stock
Purchase Plan.
10.40 Purchase and Sale Agreement dated as of April 15, 2000,
between BMCW Southcentral, L.P., and Frontier
Wholesale Company and Shareholders.
11.0 Statement regarding computation of earnings per share.
13.1 Building Materials Holding Corporation's 2000 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.
(l) 16.1 Letter of response to SEC from Arthur Andersen LLP dated
May 13, 1999.
23.1 Consent of PricewaterhouseCoopers LLP. Reference is made
to page 70.
23.2 Consent of Arthur Andersen LLP. Reference is made to
page 71.
24.1 Power of Attorney. Reference is made to page 26.
----------
(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.
(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, 1993, filed with the Commission on March
28, 1994, and incorporated herin by reference.
(e) 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.
(f) 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.
(g) 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.
(h) Filed as an Exhibit to BMHC's Report on Form 8-K, filed with the
Commission on November 25, 1997 and incorporated herein by reference.
(i) Filed as an Exhibit to Company's Form 10-Q for the quarter ended
September 30, 1998, filed with the Commission on November 13, 1998, and
incorporated herein by reference.
(j) Filed as an Exhibit to Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, filed with the Commission on March
30, 1999, and incorporated herein by reference.
(k) Filed as an Exhibit to Company's Form 10-Q for the quarter ended March
31, 1999, filed with the Commission on May 12, 1999, and incorporated
herein by reference.
(l) Filed as an Exhibit to BMHC's Report on Form 8-K, filed with the
Commission on May 6, 1999 and incorporated herein by reference.
(m) 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.
(n) 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.
(o) 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.
* Component of executive compensation.
** Portions of this exhibit have been redacted and are subject to a request for
confidential treatment.