SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to _________________.
Commission File Number 001-14982
A. Full title of the Plan and the address of the Plan, if different
from that of the issuer named below:
Huttig Building Products, Inc. Savings and
Profit Sharing Plan
B. Name of issuer of the securities held pursuant to the Plan and
the address of its principal executive office:
Huttig Building Products, Inc.
555 Maryville University Drive, Suite 240
St. Louis, MO 63141
REQUIRED INFORMATION
ITEM 1.
-------
Not applicable.
ITEM 2.
-------
Not applicable.
ITEM 3.
-------
Not applicable.
ITEM 4.
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(a) Financial Statements. Filed as part of this Report on Form 11-K are the
financial statements and the schedules attached hereto of the Huttig
Building Products, Inc. Savings and Profit Sharing Plan as required by
Form 11-K.
(b) Exhibits. See Exhibit Index.
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
Financial Statements for the Year Ended
December 31, 2000 and Period
December 16, 1999 (inception) to
December 31, 1999, Supplemental Schedules
as of December 31, 2000 and
Independent Auditors' Report
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
TABLE OF CONTENTS
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PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4-9
SUPPLEMENTAL SCHEDULES:
Form 5500, Schedule H, Part IV, Line 4a - Schedule of Nonexempt Transactions 10
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets Held
for Investment Purposes at the End of the Year 11
All other supplemental schedules required by Rules and Regulations of the
Department of Labor are omitted because of the absence of conditions under which
they are required.
INDEPENDENT AUDITORS' REPORT
To the Savings and Profit Sharing Plan Committee of
Huttig Building Products, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of Huttig Building Products, Inc. Savings and Profit Sharing Plan (the
"Plan") as of December 31, 2000 and 1999, and the related statements of changes
in net assets available for plan benefits for the year ended December 31, 2000
and for the period from December 16, 1999 (inception) to December 31, 1999.
These financial statements and supplemental schedules are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 2000 and 1999, and the changes in net assets available for plan
benefits for the year ended December 31, 2000 and for the period from December
16, 1999 (inception) to December 31, 1999, in conformity with accounting
principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
2000 and 1999 financial statements taken as a whole. The supplemental schedules
listed in the Table of Contents are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the financial statements and, in our opinion, are fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
St. Louis, Missouri
October 11, 2002
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------
2000 1999
ASSETS
INVESTMENTS:
Investments:
Investments at fair value $ 83,383,045 $ 40,198,115
Loans to participants 1,320,489 870,547
Other 2,873 59
------------ ------------
Total investments 84,706,407 41,068,721
------------ ------------
Receivables:
Participant contributions 381,486 268,728
Employer contributions 147,446 100,216
Loans to participants 43,030 28,479
------------ ------------
Total receivables 571,962 397,423
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 85,278,369 $ 41,466,144
============ ============
See notes to financial statements.
2
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000 AND FOR THE PERIOD FROM
DECEMBER 16, 1999 (INCEPTION) TO DECEMBER 31, 1999
--------------------------------------------------------------------------------
2000 1999
ADDITIONS:
Contributions and other additions:
Employer contributions $ 2,591,732 $ 51,724
Participant contributions 5,186,832 138,698
Participant rollover contributions 589,631 3,940
Transfers from alternate funding agencies 56,817,797 38,590,966
------------ ------------
Total contributions and other additions 65,185,992 38,785,328
------------ ------------
Investment (loss)/income:
Interest and dividends 422,756 447,976
Interest on loans to participants 118,440 --
Net (depreciation)/appreciation in fair value of investments (7,950,241) 2,232,840
------------ ------------
Total investment (loss)/income (7,409,045) 2,680,816
------------ ------------
Total additions 57,776,947 41,466,144
------------ ------------
DEDUCTIONS:
Benefits paid to participants 2,492,165 --
Transfers to alternate funding agencies 10,986,354 --
Loan defaults, net 485,143 --
Administrative and other expenses 1,060 --
------------ ------------
Total deductions 13,964,722 --
------------ ------------
NET INCREASE IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 43,812,225 41,466,144
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
BEGINNING OF PERIOD 41,466,144 --
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF PERIOD $ 85,278,369 $ 41,466,144
============ ============
See notes to financial statements
3
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2000 AND FOR THE PERIOD FROM
DECEMBER 16, 1999 (INCEPTION) TO DECEMBER 31, 1999
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1. PLAN DESCRIPTION
The following description of the Huttig Building Products, Inc. Savings
and Profit Sharing Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
GENERAL - The Plan was established on December 16, 1999. The Plan is a
defined contribution plan sponsored and administered by Huttig Building
Products, Inc. ("Huttig" or the "Company"). Prudential Trust Company
serves as Plan Trustee ("Trustee") and The Prudential Investment Company
of America serves as Plan Recordkeeper and Custodian.
The Company, effective December 16, 1999, established the Plan pursuant to
the terms of an agreement between the Company and Crane Co., the Company's
former parent, related to the spin-off of the Company by Crane Co.
Pursuant to the spin-off, the total amount transferred in was $38,590,966
and is included as transfers from alternate funding agencies in the
statement of changes in net assets available for plan benefits for 1999.
The Plan covers all employees of the Company or any other corporation
affiliated with the Company, which has adopted the Plan, who have
completed thirty days of service, as defined in the Plan and are not
leased employees. Each employee may become a participant in the Plan on
the first day of any calendar month coinciding with, or following, the
fulfillment of the eligibility requirements.
Effective December 10, 1999, Rugby USA, Inc. employees no longer
participated in the Rugby USA, Inc. Profit Sharing Retirement Plan and
Trust (the "Rugby Plan"). The "freeze" period for employees of Rugby USA,
Inc., whereby no contributions were permitted, extended from December 10,
1999 to March 15, 2000. All assets of the participants of Rugby USA, Inc.
were transferred from the Rugby Plan to the Plan in multiple transfers
occurring in March and June of 2000. The total amount transferred in was
$45,389,183 and is included as transfers from alternate funding agencies
in the statement of changes in net assets available for plan benefits for
2000.
Effective June 15, 2000, American Pine Products employees no longer
participated in the American Pine Products Tax Shelter Investment Plan
(the "American Pine Plan"). The "freeze" period for employees of American
Pine Products, whereby no loans, withdrawals or transfers were permitted,
extended from June 15, 2000 to August 15, 2000. Contributions continued to
be permitted and beginning on June 15, 2000, were remitted to the Trustee.
The assets of the participants of American Pine Products were transferred
from the American Pine Plan to the Plan on July 14, 2000. The total amount
transferred in was $11,428,614 and is included as transfers from alternate
funding agencies in the statement of changes in net assets available for
plan benefits for 2000.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
4
CONTRIBUTIONS - Participants may contribute not less than 2% nor more than
16% of their eligible compensation on a deferred savings or non-deferred
savings basis, as defined in the Plan, up to the maximum percentage
allowable under section 401(k) of the Internal Revenue Code. The Company
may contribute a matching contribution, as determined by the Board of
Directors, in an amount equal to 50% of the deferred savings up to, but
not exceeding, 6% of the employee's eligible compensation.
The Company may also make a profit-sharing contribution on a discretionary
basis on behalf of all eligible participants, as defined in the Plan,
whether or not they make an elective contribution for the Plan year.
Profit-sharing contributions are based on the Company's profitability.
Total profit sharing contributions remitted to the Plan during the year
ended December 31, 2000 and for the period from December 16, 1999 to
December 31, 1999 were $680,956 and $-0-, respectively. An eligible
participant is one who is employed as of the actual date the contribution
is made. Profit-sharing contributions are allocated based upon a
participant's yearly eligible compensation as a percentage of total
eligible compensation for that particular year.
Company contributions may be in the form of cash or Company common stock.
If a contribution is in Company stock, such contribution shall be based on
the fair market value of the Company common stock as of the day of
delivery to the Trustee.
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's
contribution and (b) Plan earnings. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
account, including earnings thereon.
VESTING - All participants transferred from the Crane Co. Savings and
Investment Plan into the Plan became fully vested in all pre-existing
contributions upon establishment of the Plan on December 16, 1999. All
participants transferred from the Rugby Plan and American Pine Plan into
the Plan became fully vested in all pre-existing contributions on the
above-indicated effective dates.
In general, participants' contributions and earnings thereon are fully
vested upon entrance into the Plan. Vesting in Company matching and
discretionary profit sharing contributions is based upon years of service.
A participant is vested 20% after each year of service and becomes fully
vested after five years of service.
LOANS - Participants may request loans from their individual accounts. A
participant can borrow up to 50% of their total vested balance but not
more than $50,000, less the participant's highest outstanding loan balance
during the prior twelve months. The minimum loan amount is $1,000. Loan
terms range from one to five years or up to ten years for the purchase of
a primary residence. The loans are secured by the balance in the
participant's account and bear interest at the prime lending rate plus 2%.
Interest rates on existing loans range from 8.00% to 11.50%. Principal and
interest is paid ratably through monthly payroll deductions. Interest
income on the loan fund is included as interest income in the
participants' fund accounts based on their elected loan allocation.
BENEFIT DISTRIBUTIONS - Distributions to participants, in their entire
interest of a participant's account balance, are payable upon retirement,
death or permanent disability. Benefits, in the value of a participant's
vested account balance, are payable upon any other termination of
employment. Forfeitures of any contributions are used to reduce the next
Company contribution.
FORFEITURES - Any amounts forfeited are allocated towards the employer
matching contributions for the Plan year following the year the forfeiture
occurs. For the period from December 16, 1999 (inception)
5
to December 31, 1999 and the year ended December 31, 2000, forfeitures
were $-0- and $174,634, respectively.
TAX STATUS - The Plan administrator believes that the Plan is designed and
is currently being operated in compliance with the applicable requirements
of the Internal Revenue Code. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements of the Plan
have been prepared on the accrual basis of accounting.
INVESTMENTS - All investments are stated at fair value of the underlying
assets as determined by closing market prices.
Individual participants may elect to place their deferred or non-deferred
contributions in the following funds: Dreyfus Premier Balanced A, Fidelity
Advisors Growth Opportunity T, Huttig Company Stock, Oppenheimer
Enterprise A, Prudential Jennison Growth Fund Z, Prudential Stock Index
Fund Z and Putnam International Growth A. Individual participants may
further elect among the following master trust investment accounts: Stable
Value Fund and Stable Value Separate Account. As a result of the spin-off
of the Company by Crane Co., all assets resulting from such transfer held
within the Crane Co. Stock fund are held as a separate investment fund;
however, participants are not permitted to direct any contributions to the
Crane Co. Stock fund from and after the effective date of the Plan.
The matching Company contribution is invested directly in Huttig common
stock. Additional profit sharing amounts may be contributed at the option
of the Company's Board of Directors and are invested in Huttig common
stock. Contributions are subject to certain limitations.
The cost value of participant loans is expected to approximate market
value as the majority of the loans are limited to a five-year repayment
schedule and interest rates within that time frame are not expected to
fluctuate materially or to have a material effect on the financial
statements.
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS - Net
appreciation (depreciation) in the fair value of investments includes
realized gains and losses and unrealized appreciation and depreciation.
ADMINISTRATIVE EXPENSES - The assets of the Plan shall be used to pay
benefits as provided in the Plan and, to the extent not paid directly by
the Company, to pay the reasonable expenses of administering the Plan.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
The Plan invests in various securities that, in general, are exposed to
various risks, such as interest rate, credit, and overall market
volatility. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes
could materially affect the amounts reported in the statements of net
assets available for plan benefits.
6
3. INVESTMENTS
The Plan's investments which exceeded 5% of net assets available for
benefits as of December 31, 2000 and 1999 are as follows:
2000 1999
Investments at fair value:
Prudential Jennison Growth Fund Z $ 14,119,577 $ 6,905,142
Fidelity Advisors Growth Opportunity T 13,031,358 9,846,220
Stable Value Separate Account 12,211,214 --
Stable Value Fund 12,104,243 5,629,389
Crane Company Stock 10,412,122 10,912,210
Oppenheimer Enterprise A 5,496,954 --
Prudential Stock Index Fund Z 5,093,851 --
Dreyfus Premier Balanced Fund A 4,518,115 4,386,806
During 2000 and for the period from December 16, 1999 to December 31,
1999, the Plan's investments (including realized capital gains and losses
on investments bought and sold, as well as held during the period)
(depreciated) appreciated in value as follows:
YEAR ENDED PERIOD ENDED
2000 1999
Net (depreciation)/appreciation in fair value:
Crane Co. Stock $ 3,763,877 $ 1,132,700
Huttig Common Stock (372,402) 153,992
Dreyfus Premier Balanced Fund A (242,796) 50,991
Fidelity Advisors Growth Opportunity T (2,960,826) 312,311
Oppenheimer Enterprise A (3,904,578) 7,347
Prudential Jennison Growth Fund Z (4,535,587) 486,224
Prudential Stock Index Fund Z (381,393) 67,711
Putnam International Growth A (291,666) 6,123
Stable Value Fund 550,790 15,441
Stable Value Separate Account 424,340 --
------------ ------------
$ (7,950,241) $ 2,232,840
============ ============
7
4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investment
in Huttig common stock is as follows:
2000 1999
Common stock $ 2,568,640 $ 601,772
Employer contribution receivable 147,446 51,724
------------ ------------
Net assets $ 2,716,086 $ 653,496
============ ============
Change in net assets:
Employer contributions $ 2,591,732 $ 51,724
Dividends 447,987
Net appreciation (depreciation) in fair value of investments (337,178) 153,785
Distributions to participants (77,289)
Transfers to alternate funding agencies (114,675)
------------ ------------
Net change in net assets $ 2,062,590 $ 653,496
============ ============
5. PRIORITIES UPON PLAN TERMINATION
Although the Company has expressed no intent to do so, it has the right to
terminate the Plan at any time by giving written notice of such
termination to the plan administrator and custodian. In the event of
complete or partial Plan termination, all amounts then credited to the
accounts of the affected participants shall immediately be fully vested
and nonforfeitable.
6. RELATED PARTY TRANSACTIONS
Certain Plan investments are invested in shares of funds managed by the
Trustee. The Trustee is the custodian of the Plan assets, therefore,
transactions involving these funds qualify as party-in-interest.
Because of its affiliation with the Plan, transactions involving the
Huttig Common Stock fund qualify as party-in-interest.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan
benefits from the financial statements to Form 5500:
YEAR ENDED PERIOD ENDED
2000 1999
Net assets available for benefits per Form 5500 $ 84,749,437 $ 41,097,200
Amounts for participant and employer contributions receivables 528,932 368,944
------------ ------------
Net assets available for plan benefits per the financial statements $ 85,278,369 $ 41,466,144
============ ============
8
At December 31, 2000, all participant and employer contributions
receivables were recorded within the statement of changes in net assets
available for plan benefits in the financial statements but were not
reflected within Form 5500.
8. PROHIBITED TRANSACTIONS
During 2000 and 1999, employee deferrals of $1,481,117 and $268,728,
respectively, were withheld from certain payrolls and not remitted on a
timely basis (as defined by the Department of Labor (the "DOL")) by the
Company. All such deferrals have been remitted to the trust by the
Company. These transactions were prohibited according to the provisions of
the DOL.
9. SUBSEQUENT EVENTS
Subsequent to December 31, 2000, the domestic and international capital
markets have experienced significant volatility with respect to certain
investments and, as a result, Plan management believes that there has been
significant fluctuations in the values of the Plan's investments.
In 2001, the Plan remitted to participants total excess payments of
$293,401 and $36,095 in connection with the Actual Deferred Percentage
(ADP) and Actual Compensation Percentage (ACP) non-discrimination tests
performed for the fiscal year ended December 31, 2000, respectively.
During 2002, the Company underwent an audit by the DOL. The audit resulted
in the Company reimbursing $36,621 in lost earnings to employees relating
to the delay in remitting contributions to the Plan.
Effective September 1, 2002, the Plan's investment fund options were
revised to maintain an appropriate level of diversification of investment
alternatives. Certain investment funds are no longer offered and all
assets previously invested in such funds were transferred into new and/or
existing fund offerings.
* * * * * *
-9-
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4a
SCHEDULE OF NONEXEMPT TRANSACTIONS
DECEMBER 31, 2000
--------------------------------------------------------------------------------
DESCRIPTION OF
TRANSACTIONS
INCLUDING MATURITY
RELATIONSHIP OF DATE, RATE OF NET
PLAN EMPLOYER, INTEREST, CURRENT GAIN (LOSS)
IDENTITY OF OR OTHER COLLATERAL, PAR OR PURCHASE COST OF VALUE ON EACH
PARTY INVOLVED PARTY-IN-INTEREST MATURITY VALUE PRICE ASSET OF ASSET TRANSACTION
Huttig Buildings Products, Inc. Plan Sponsor Employee contributions
not timely remitted
to the Plan $1,481,117(a) $ 1,481,117 $ 1,481,117 $ --
Huttig Building Products, Inc. Plan Sponsor Employee contributions
not timely remitted
to the Plan 268,728(b) 268,728 268,728 --
(a) This represents the total amount of contributions that have been withheld
from employees, but not remitted timely into the Plan by the Plan Sponsor
for 2000.
(b) This represents the total amount of contributions that have been withheld
from employees, but not remitted timely into the Plan by the Plan Sponsor
for 1999.
10
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES AT THE END OF THE YEAR
DECEMBER 31, 2000
--------------------------------------------------------------------------------
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR, OR SIMILAR PARTY UNITS VALUE
Crane Company Stock 366,147 $ 10,412,122
*Huttig Company Stock (participant and nonparticipant directed,
nonparticipant directed investment cost of $2,899,478) 703,898 2,903,581
Dreyfus Premier Balanced Fund A 309,672 4,518,115
Fidelity Advisors Growth Opportunity T 381,592 13,031,358
Oppenheimer Enterprise A 251,462 5,496,954
*Prudential Jennison Growth Fund Z 774,949 14,119,577
*Prudential Stock Index Fund Z 173,260 5,093,851
Putnam International Growth A 141,321 3,492,030
Stable Value Fund 411,817 12,104,243
Stable Value Separate Account 1,180,807 12,211,214
*Participant Loans (interest rates ranging from 8.00% to 11.50%
and maturities ranging from 2001 - 2010) -- 1,320,489
Other -- 2,873
------------
Total investments $ 84,706,407
============
* Represents a party-in-interest to the Plan.
11
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Trustees (or other persons who administer the employee benefit
plan) have duly caused this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
Date: June 30, 2003 By: /s/ Thomas D. Tenhula
-------------------------
Thomas D. Tenhula
Director of Human Resources
Plan Administrator
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
23.1 Consent of Deloitte & Touche LLP, independent certified
public accountants.