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, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .
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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.
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Not applicable.
ITEM 2.
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Not applicable.
ITEM 3.
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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
Years Ended December 31, 2002 and 2001, Supplemental Schedule as of
December 31, 2002 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, December 31, 2002 and 2001 2
Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended
December 31, 2002 and 2001 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED DECEMBER 31, 2002 (*):
Form 5500, Schedule H, Part IV, Line 4i--Schedule of Assets Held
for Investment Purposes at the End of the Year 9
(*) Certain 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
Savings and Profit Sharing Plan Committee
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, 2002 and 2001, and the related statements of changes
in net assets available for plan benefits for the years then ended. These
financial statements and supplemental schedule 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, 2002 and 2001, and the changes in net assets available for plan
benefits for the years then ended, 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
2002 and 2001 financial statements taken as a whole. The supplemental schedule
listed in the Table of Contents is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This schedule is the responsibility of the Plan's
management. Such schedule has been subjected to the auditing procedures applied
in our audits of the financial statements and, in our opinion, is fairly stated
in all material respects when considered in relation to the financial statements
taken as a whole.
/s/ DELOITTE & TOUCHE LLP
St. Louis, Missouri
June 5, 2003
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2002 AND 2001
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ASSETS 2002 2001
INVESTMENTS:
Investments:
Investments at fair value $ 58,572,785 $ 76,796,549
Loans to participants 805,730 1,087,124
Other 3,224
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Total investments 59,378,515 77,886,897
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Receivables:
Participant contributions 171,634 342,210
Employer contributions 267,467 266,259
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Total receivables 439,101 608,469
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NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 59,817,616 $ 78,495,366
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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 YEARS ENDED DECEMBER 31, 2002 AND 2001
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2002 2001
ADDITIONS:
Contributions and other additions:
Employer contributions $ 1,755,238 $ 2,153,188
Participant contributions 4,338,373 5,217,395
Participant rollover contributions 320,007 195,192
Other additions 183,145
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Total contributions and other additions 6,413,618 7,748,920
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Investment income:
Interest and dividends 282,540 309,600
Interest on loans to participants 77,632 102,754
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Total investment income 360,172 412,354
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Total additions 6,773,790 8,161,274
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DEDUCTIONS:
Benefits paid to participants 10,053,625 9,723,198
Net depreciation in fair value of investments 15,236,603 5,138,246
Loan defaults 155,532 77,562
Administrative and other expenses 5,780 5,271
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Total deductions 25,451,540 14,944,277
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NET DECREASE IN NET ASSETS AVAILABLE FOR PLAN
BENEFITS (18,677,750) (6,783,003)
NET ASSETS AVAILABLE FOR PLAN BENEFITS--Beginning
of year 78,495,366 85,278,369
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NET ASSETS AVAILABLE FOR PLAN BENEFITS--End of year $ 59,817,616 $ 78,495,366
============ ============
See notes to financial statements
-3-
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
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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 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.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
CONTRIBUTIONS AND INVESTMENTS--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
contributed.
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 years
ended December 31, 2002 and 2001 were $-0- and $474,170, 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, which is invested in
Company common stock, 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 contributed as of the day of delivery to the
Trustee. 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.
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.
-4-
Individual participants may elect to place their deferred or non-deferred
contributions in the following funds: Huttig Company Stock, Prudential
Jennison Growth Fund Z, Prudential Stock Index Fund Z, Putnam
International Growth A, MFS Mid Cap Growth, Fidelity Advisors Dividend
Growth A, Lord Abbett Mid Cap Value Fund, and American Balanced Fund.
Individual participants may further elect Stable Value Fund, a master
trust investment account. As a result of the spin-off of the Company by
Crane Co. in 1999, 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 after the effective date of the Plan.
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--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 or if employment terminates by reason
of death, permanent disability, or retirement.
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 6.25% 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 the 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 Company contributions may be used to reduce
future Company contributions.
FORFEITURES--Any amounts forfeited are allocated towards the employer
matching contributions for the Plan year following the year the forfeiture
occurs. For the years ended December 31, 2002 and 2001, forfeitures were
$147,229 and $77,774, respectively. In 2002, the employer did not use any
forfeitures to offset employer matching contributions. In 2001, the
Company used $292,135 of forfeitures to offset employer matching
contributions.
TAX STATUS--The Plan administrator and the Plan's counsel believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC. Accordingly, no provision for income
taxes has been recorded in the 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.
-5-
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.
RECLASSIFICATIONS--Certain reclassifications have been made to conform
prior year amounts to the current year presentation.
3. INVESTMENTS
The Plan's investments which exceeded 5% of net assets available for
benefits as of December 31, 2002 and 2001 are as follows:
2002 2001
Investments at fair value:
Stable Value Fund $ 21,066,363 $ 21,216,710
Fidelity Advisors Dividend Growth 8,205,684
Prudential Jennison Growth Fund Z 7,114,502 11,056,521
Crane Company Stock 5,077,568 8,158,264
Huttig Company Stock 3,751,781 6,855,991
Prudential Stock Index Fund Z 3,441,665 4,636,882
Putnam International Growth A 3,233,625 4,170,630
Fidelity Advisors Growth Opportunity T 8,437,185
-6-
During 2002 and 2001, the Plan's investments (including realized capital
gains and losses on investments bought and sold, as well as held during
the period) appreciated (depreciated) in value as follows:
2002 2001
Net (depreciation)/appreciation in fair value:
Stable Value Fund $ 1,056,252 $ 908,021
Fidelity Advisors Dividend Growth A (808,806) (34,110)
Prudential Jennison Growth Fund Z (3,346,578) (2,375,511)
Crane Company Stock (1,623,593) (989,022)
Huttig Company Stock (3,995,002) 1,857,023
Prudential Stock Index Fund Z (1,071,137) (673,619)
Putnam International Growth A (672,963) (654,378)
MFS Mid Cap Growth (1,828,530) (419,980)
Lord Abbett Mid Cap Value Fund (9,649)
Fidelity Advisors Growth Opportunity T (1,594,117) (1,680,593)
Oppenheimer Enterprise A (751,067) (1,047,569)
Dreyfus Premier Balanced Fund A (553,672) (465,732)
American Balanced Fund (37,741)
Stable Value Separate Account 437,224
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$(15,236,603) $ (5,138,246)
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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:
2002 2001
Common stock $ 3,309,744 $ 5,933,528
Employer contributions receivable 267,467 266,259
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Net assets $ 3,577,211 $ 6,199,787
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Change in net assets:
Employer contributions $ 1,755,238 $ 2,153,188
Net (depreciation) appreciation in fair value of investments (3,525,494) 1,612,005
Benefits paid to participants (886,804) (424,189)
Forfeitures (41,311) (95,832)
Other 75,795 195,968
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Net change in net assets $ (2,622,576) $ 3,441,140
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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.
-7-
6. RELATED PARTY TRANSACTIONS
Certain Plan investments are 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:
2002 2001
Net assets available for benefits per Form 5500 $ 59,378,515 $ 77,886,897
Amounts for participant and employer contributions receivables 439,101 608,469
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Net assets available for plan benefits per the financial statements $ 59,817,616 $ 78,495,366
============ ============
At December 31, 2002 and 2001, 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 2001, employee deferrals of $760,567 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.
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.
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,
respectively, performed for the fiscal year ended December 31, 2000.
* * * * * *
-8-
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, 2002
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IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR, OR SIMILAR PARTY UNITS VALUE
Stable Value Fund 649,884 $ 21,066,363
Fidelity Advisors Dividend Growth A 890,954 8,205,684
*Prudential Jennison Growth Fund Z 7,114,502
Crane Company Stock 254,770 5,077,568
*Huttig Company Stock (participant and nonparticipant-directed,
nonparticipant-directed investment cost of $5,202,813) 1,316,414 3,751,781
*Prudential Stock Index Fund Z 693,421 3,441,665
Putnam International Growth A 175,595 3,233,625
American Balanced Fund 191,289 2,758,382
MFS Mid Cap Growth 367,433 2,079,671
Lord Abbett Mid Cap Value Fund 119,793 1,843,544
*Participant Loans (interest rates ranging from 6.25% to 11.50% and
maturities ranging from 2002--2012) 805,730
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Total investments $ 59,378,515
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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
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23.1 Consent of Deloitte & Touche LLP, independent certified public
accountants.