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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NUMBER 1-14982
HUTTIG BUILDING PRODUCTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 43-0334550
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)
LAKEVIEW CENTER, SUITE 400
14500 SOUTH OUTER FORTY ROAD
CHESTERFIELD, MISSOURI 63017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(314) 216-2600
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON STOCK, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
(TITLE OF EACH CLASS) (NAME OF EACH EXCHANGE ON WHICH REGISTERED)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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 at least the past 90 days. Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the Common Stock held by non-affiliates of
the registrant as of February 16, 2000 was approximately $56,430,813.
The number of shares of Common Stock outstanding on February 16, 2000 was
20,519,379 shares.
Documents incorporated by reference:
Portions of the Proxy Statement for the 2000 Annual Meeting of
Shareholders Part III
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PART I
ITEM 1--BUSINESS
GENERAL
Huttig Building Products, Inc. ("Huttig" or the "Company") is one of the
largest domestic distributors of building materials used principally in new
residential construction and in home improvement, remodeling and repair work.
Its products are distributed through 76 distribution centers serving 45 states,
principally to building materials dealers (who, in turn, supply the end-user),
directly to professional builders and large contractors, and to home centers,
national buying groups and industrial and manufactured housing builders. The
Company's American Pine Products manufacturing facility, located in Prineville,
Oregon, produces softwood moldings. Approximately 20% of its sales are to
Huttig's distribution centers.
On December 16, 1999, Crane Co. ("Crane") distributed to its stockholders
(the "Spin-Off") all of the Company's outstanding common stock, par value $.01
per share (the "Common Stock"). Following the Spin-Off, Mr. R.S. Evans, Chairman
and Chief Executive Officer of Crane, continues to serve as the Company's
Chairman, and five of the nine Huttig directors are also directors of Crane.
None of Crane's executive officers serves as an executive officer of Huttig.
Immediately after the Spin-Off, Huttig completed the acquisition of Rugby USA,
Inc. ("Rugby USA") in exchange for 6,546,424 newly issued shares of Huttig
Common Stock. Rugby USA is also a distributor of building materials. For its
year ended December 31, 1999, Rugby USA's revenues were $458 million. In this
Annual Report on Form 10-K, "Huttig" refers to Huttig Building Products, Inc.
and its subsidiaries and predecessors, including Rugby USA, unless the context
indicates otherwise.
INDUSTRY TRENDS
The building materials distribution industry is characterized by its
substantial size, highly fragmented ownership structure and dependence on the
cyclical and seasonal home building industry.
New housing starts in the U.S. in 1999 approximated 1.8 million based on
data from F.W. Dodge, including 1.4 million single family residences.
Approximately 76% of single family new construction in 1999 occurred in markets
served by Huttig's distribution centers. According to the U.S. Department of
Commerce, total spending on U.S. new residential construction in 1999 was $240
billion. Huttig estimates that aggregate expenditures for residential repair and
remodeling were an additional $135 billion. Huttig believes that sales of
windows, doors and other millwork accounted for approximately $15 billion in
1999.
Prior to the 1970's, building materials were sold in both rural and
metropolitan markets largely by local dealers, such as lumberyards and hardware
stores. These dealers, who generally purchased their products from wholesale
distributors, sold building products directly to homeowners, contractors and
homebuilders. In the late 1970's and 1980's, The Home Depot and Lowe's began to
alter this distribution channel, particularly in metropolitan markets, as these
retailers started to displace some local dealers. These mass merchandisers
market a broad range of competitively priced building materials to the homeowner
and small home improvement contractor. Also during this period, some building
materials manufacturers such as Georgia Pacific and Weyerhauser began selling
their products directly to home center chains and to local dealers as well.
Accordingly, most wholesale distributors have been diversifying their businesses
by seeking to sell directly to large contractors and homebuilders in selected
markets and by providing home centers with fill-in and specialty products. Also,
as large homebuilding companies seek to streamline the new residential
construction process, building materials distributors have increasing
opportunities to provide higher margin turnkey products and services.
The increasingly competitive environment faced by dealers also has prompted
a trend toward industry consolidation that Huttig believes offers significant
opportunities. Many distributors in the building materials industry are small,
privately-held companies that generally lack the purchasing power of a larger
entity and may also lack the broad lines of products and sophisticated inventory
management and control systems typically needed to operate a multi-branch
distribution network. These characteristics are also driving the consolidation
trend in favor of companies like Huttig that operate nationally and have
significant infrastructure in place.
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PRODUCTS
Each of the Company's distribution centers carries a variety of products
that vary by location. Huttig's principal products are doors, windows, moldings,
specialty building materials such as housewrap, stair parts, engineered wood
products, branded roofing and insulation and lumber and other commodity building
products.
The following table sets forth information regarding the percentage of net
sales represented by the specified categories of total products sold by Huttig's
distribution centers during each of the last three fiscal years. While it is
believed that the percentages included in the table generally indicate the mix
of Huttig's 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. In addition, Rugby's sales are included in 1999
for only 14 days. As a result, 1999 product mix is not indicative of the mix
that would result from a full year of Rugby's sales.
1999 1998 1997
---- ---- ----
Doors................................................... 34% 37% 37%
Specialty Building Materials............................ 21% 20% 21%
Windows................................................. 17% 19% 21%
Lumber and Other Commodity Products..................... 15% 12% 6%
Moldings................................................ 13% 12% 15%
The Company's sales of doors were approximately $272 million in 1999 and
included both interior and exterior doors and pre-hung door units. Huttig sells
wood, steel and composite doors from various branded manufacturers such as
Therma-Tru(R), Jeld-Wen(R), Florida Made, and Premdor(R), as well as providing
value-priced unbranded products. The pre-hanging of a door within its frame is a
value-added service that Huttig provides, allowing an installer to quickly place
the unit in the house opening. Coupled with pre-hanging, the Company also
assembles many exterior doors with added sidelites and transoms, also
value-added services and products. To meet the increasing demand for pre-hung
doors, Huttig invested $2.7 million in state-of-the-art equipment during 1999,
which allowed it to increase its capacity by approximately 20%.
Sales of specialty building materials were $170 million in 1999. Included
in this category are products differentiated through branding or value-added
characteristics. Branded products include Tyvek(R) and Typar(R) housewrap, L. J.
Smith Stair Systems, Simpson Strong-Tie(R) connectors and Owens Corning(R)
roofing and insulation. Also included in specialty sales are trusses, wall
panels and engineered wood products such as floor systems assembled in Huttig's
facility in Topeka, Kansas serving the eastern Kansas and western Missouri
markets.
Window sales amounted to $139 million in 1999 and included shipments of
wood, vinyl-clad, vinyl and aluminum windows from branded manufacturers such as
Andersen(R), Caradco(R), Weather Shield and Marvin, as well as unbranded
products. Andersen(R) trademarked products, sold to dealers through 15 of the
Company's distribution centers, accounted for a significant majority of Huttig's
1999 sales of windows. Huttig is working to expand the depth of its offerings of
windows to include a wider range of quality and price as part of the strategy to
better serve the customer.
Sales of lumber and other commodity building products were $120 million in
1999. Growth of Huttig's lumber sales has resulted primarily from its
acquisition of Mallco Lumber Company in Phoenix in 1997 and Huttig's acquisition
of certain assets of and assumption of certain liabilities of Consolidated
Lumber Company, Inc. in Kansas City in 1998. These acquisitions reflect Huttig's
strategy to provide builders with the capability to purchase a house's framing
and millwork package of products from one source and have each component
delivered when needed. Other commodity building products include dry wall, metal
vents, siding, nails and other miscellaneous hardware.
Molding sales, including door jams, door and window frames, and decorative
ceiling, chair and floor molding, were $100 million in 1999. The vast majority
of these sales were made by American Pine Products. Profitability of this highly
competitive, commodity-priced product depends upon efficient plant operations,
rapid inventory turnover and quick reaction to changing market conditions.
Moldings are a necessary complementary product line to doors and windows as part
of a house's millwork package.
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SALES AND MARKETING
Each of the Company's distribution centers is focused on meeting local
market needs and offering competitive prices. Inventory levels, merchandising
and pricing are tailored to local markets. Huttig's information system provides
each distribution center manager with real-time pricing, inventory availability
and margin analysis to facilitate this strategy. Huttig also supports its
distribution centers with centralized product management, credit and financial
controls, training and marketing programs and human resources expertise.
Huttig's marketing programs center on fostering strong customer
relationships and providing superior service. This strategy is furthered by the
high level of technical knowledge and expertise of Huttig's personnel. The
Company focuses its marketing efforts on the residential new housing and
remodeling segments, with efforts directed toward the commercial and industrial
segments limited to a small portion of its business. Certain of the Company's
suppliers advertise to the trade and directly to the individual consumer through
nationwide print and other media.
The Company's distribution center sales organization consists of outside
field sales personnel serving the customer on-site who report directly to their
local distribution center manager. They are supported by inside customer
services representatives at each branch. This sales force is compensated by
commissions determined on the basis of return on sales or total margin on sales.
PURCHASING
Huttig generally negotiates with its major vendors on a company-wide basis
to obtain favorable pricing, volume discounts and other beneficial purchase
terms. A majority of the Company's purchases are made from suppliers offering
payment, discount and volume purchase programs. Distribution center managers are
responsible for inventory selection and ordering on terms negotiated centrally.
This approach allows Huttig's distribution centers to remain responsive to local
market demand, while still maximizing purchasing leverage through volume orders.
Distribution center managers are also responsible for inventory management at
their respective locations.
Huttig is a party to distribution agreements with certain vendors,
including Andersen(R), on an exclusive or non-exclusive basis, depending on the
product and the territory involved. The Company's distributorships generally are
terminable at any time by either party, in some cases without notice, and
otherwise on notice ranging up to 60 days.
CUSTOMERS
Building materials dealers represent the Company's single largest customer
group. Despite the advent of the home center chains and the trends toward
consolidation of dealers and increased direct participation in wholesale
distribution by some building materials manufacturers, the Company believes that
the wholesale distribution business continues to provide opportunities for
increased sales. Huttig is targeting home centers for sales of fill-in and
specialty products. In addition, some manufacturers are seeking to outsource the
marketing function for their products, a role that Huttig, as a large,
financially stable distributor, is well-positioned to fill. Opportunities also
exist for large distributors with the necessary capabilities to perform
increasing amounts of services such as pre-hanging doors, thereby enabling the
Company to enhance the value-added component of its business.
The percentage of the Company's 1999 revenues attributable to various
categories of customers are as follows:
1999
----
Dealers..................................................... 62%
Home Centers and Buying Groups.............................. 15%
Builders and Contractors.................................... 13%
Industrial and Manufactured Housing......................... 10%
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COMPETITION
The Company's competition varies by product line, customer classification
and geographic market. Huttig competes with many local and regional building
product distributors, and, in certain markets and product categories, with
national building product distributors and dealers. Huttig also competes with
major corporations with national distribution capability, such as
Georgia-Pacific, Weyerhauser and other product manufacturers that engage in
direct sales; however, it also acts as a distributor for certain products of
these manufacturers. Huttig sells products to large home center chains such as
The Home Depot and Lowe's and, to a limited extent in certain markets, competes
with them for business from smaller contractors. Competition from such large
home center chains may, in the future, include more competition for the business
of larger contractors.
The Company believes that competition in the wholesale distribution
business is largely on the basis of product availability, service and delivery
capabilities and breadth of product offerings. Also, financial stability and
geographic coverage are important to manufacturers in choosing distributors for
their products. In the builder support business, Huttig's target customers
generally select building products distributors on the basis of service and
delivery, ability to assist with problem-solving, relationships and breadth of
product offerings. The Company's relative size and financial position are
advantageous in obtaining and retaining distributorships for important products.
Huttig's relative size also permits it to attract experienced sales and service
personnel and gives it the resources to provide company-wide sales, product and
service training programs. By working closely with its customers and utilizing
its information technology, Huttig's branches are able to maintain appropriate
inventory levels and are well-positioned to deliver completed orders on time.
Huttig's American Pine Products softwood molding manufacturing business competes
on the basis of relative length of lead times to produce and deliver product,
service and geographic coverage.
SEASONALITY
The Company's first quarter and, to a lesser extent, its fourth quarter,
are typically adversely affected by winter construction cycles and weather
patterns in colder climates as the level of activity in both the new
construction and home improvement markets decreases. The effects of winter
weather patterns on Huttig's business are offset somewhat by the increase in
residential construction activity during the same period in the deep South,
Southwest and Southern California markets in which Huttig participates. Huttig
also closely monitors operating expenses and inventory levels during seasonally
affected periods and, to the extent possible, controls variable operating costs
to minimize seasonal effects on profitability.
BACKLOG
The Company's customers generally order products on an as-needed basis. As
a result, 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 that the Company anticipates in a
given quarter and is not indicative of its actual sales for any future period.
TRADENAMES
Historically, Huttig has operated under various tradenames in the markets
it serves, retaining the name of an acquired business to preserve local
identification. To capitalize on its increasing national presence, Huttig has
been converting most branch operations to the primary tradename "Huttig Building
Products." Some local branches continue to use historical tradenames as
secondary tradenames to maintain goodwill. In connection with the Company's
acquisition of Rugby USA, Huttig has an exclusive, royalty-free right to operate
in the United States under the tradename "Rugby Building Products," in all the
lines of business which Huttig conducted on December 16, 1999, for a period of
two years from that date. The Company expects to phase out use of the Rugby
tradename during this period.
EMPLOYEES
As of December 31, the Company employed 3,237 persons, of which
approximately 10% were represented by unions. None of the Company's collective
bargaining agreements expire in 2000. Huttig has not experienced
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any strikes or other work interruptions in recent years and has maintained
generally favorable relations with its employees. The following table shows the
approximate breakdown by job function of the Company's employees:
Distribution centers........................................ 2,308
Manufacturing............................................... 407
Field Sales................................................. 375
Office and Corporate Administration......................... 147
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EXECUTIVE OFFICERS OF THE COMPANY
The Company's executive officers as of February 16, 2000 and their
respective ages and positions are set forth below.
NAME AGE POSITION
- ---- --- --------
Barry J. Kulpa....................... 51 President and Chief Executive Officer
Gregory D. Lambert................... 48 Vice President, Administration, Chief Financial
Officer and Secretary
David Dean........................... 56 Treasurer
Clifford Gordon...................... 39 Controller
George M. Dickens, Jr................ 37 Regional Vice President
Daniel Geller........................ 38 Regional Vice President
Carl A. Liliequist................... 45 Regional Vice President
Paul Lyle............................ 40 Regional Vice President
Stokes R. Ritchie.................... 48 Regional Vice President
Set forth below are the positions held with the Company, and other
principal occupations and employment during the past five years, of Huttig's
executive officers. Except for Messrs. Kulpa, Dean and Gordon, each executive
officer of the Company serves in his capacity pursuant to the terms of an
employment agreement with the Company.
Barry J. Kulpa has served as the Company's President and Chief Executive
Officer since October of 1997. Prior to joining Huttig, Mr. Kulpa served as
Senior Vice President and Chief Operating Officer of Dal-Tile International
(manufacturer and distributor of ceramic tile) from 1994 to 1997. From 1992 to
1994, he was Vice President and Chief Financial Officer of David Weekley Homes
(regional homebuilder).
Gregory D. Lambert has served as the Company's Vice President,
Administration and Chief Financial Officer since January 1999 and as Secretary
of the Company since October of 1999. Prior to joining Huttig, Mr. Lambert
served as Senior Vice President and Treasurer of Ames Department Store (discount
retailer) from 1996 to 1998. From 1994 to 1996, he was Vice President of
Strategic Planning for Homart Development, a shopping center developer.
David Dean has served as Treasurer of Huttig since January of 2000.
Previously, Mr. Dean served as Controller of Huttig since August of 1992.
Clifford Gordon has served as the Company's Controller since January of
2000. Previously, Mr. Gordon was Interim General Manager at the Company's
Baltimore and Scarborough branches between June 1999 and December 1999, and
Director of Process Improvement between June 1998 and June 1999. Prior to that,
Mr. Gordon held several positions at PepsiCo Inc. (beverage and snack food
business) between August 1989 and June 1998, most recently as Regional
Performance Manager for The Frito-Lay Company (snack food business), an
operating group of PepsiCo Inc.
George M. Dickens, Jr. has been a Regional Vice President of the Company
since December 1999. Prior to that, Mr. Dickens was a Vice President of Rugby's
Millwork Division since July, 1997. Prior to that, Mr. Dickens had been the
President of Rugby's Midwest Division since February of 1996, and a Rugby Branch
General Manager since July 1990.
Daniel Geller has been a Regional Vice President of the Company since
December 1999. Prior to that, Mr. Geller was Regional District Manager at G. E.
Supply (wholesale distributor of electrical supplies), a division of General
Electric Co. since 1997. Prior to that, Mr. Geller served as a General Manager
at G. E. Supply since 1995 and as Branch Manager from 1991.
Carl A. Liliequist has served as a Regional Vice President of the Company
since Huttig's acquisition of PGL Building Products in July of 1988.
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Paul Lyle has been a Regional Vice President of the Company since December
1999. Prior to that, Mr. Lyle was Vice President of Rugby's Building Materials
Division since July 1997. Prior to that, Mr. Lyle had been a Branch General
Manager at MacMillan Bloedel Limited (lumber and building products distributor)
since 1988.
Stokes R. Ritchie has been a Regional Vice President since August of 1998.
Prior to joining Huttig, Mr. Ritchie was Vice President of Sales and Marketing
of the Westex Division of LYDALL, Inc. (OEM automotive products manufacturer)
from 1996 to 1998. From 1994 to 1996, Mr. Ritchie was Vice President, Sales and
Marketing for American Woodmark Corporation (cabinet manufacturer).
ITEM 2--PROPERTIES
The Company's corporate headquarters are located at 14500 South Outer Forty
Road, Chesterfield, Missouri 63017, in leased facilities. Its manufacturing
facility for softwood moldings is a 280,000-square foot facility owned by Huttig
and located in Prineville, Oregon. Approximately 45% of the Company's 76
distribution centers are leased and the remainder are owned. The Company's
facilities serve 45 states. Warehouse space at Huttig's distribution centers
aggregates approximately 5.5 million square feet. Distribution centers range in
size from approximately 12,000 square feet to 207,000 square feet. The types of
facilities at these centers vary by location, from traditional wholesale
distribution warehouses that may have particular value-added service
capabilities such as pre-hung door operations, to classic lumber yards, and to
builder support facilities with broad product offerings and capabilities for a
wide range of value-added services. Huttig believes that its locations are well
maintained and generally adequate for their purposes.
The following table sets forth the geographic location of the Company's
distribution centers as of February 16, 2000:
REGION NUMBER OF LOCATIONS
- ------ -------------------
Florida................................................... 5
Lake Central (Great Lakes)................................ 5
Mid-Atlantic.............................................. 8
Midwest................................................... 21
New England............................................... 12
Northern California....................................... 1
Rocky Mountain............................................ --
Southeast................................................. 15
Southwest................................................. 2
Western................................................... 7
--
Total..................................................... 76
ITEM 3--LEGAL PROCEEDINGS
Huttig is involved in various lawsuits, claims and proceedings arising in
the ordinary course of its business. While the outcome of any lawsuits, claims
or proceedings cannot be predicted, Huttig does not believe that the disposition
of any pending matters will have a material adverse effect on its financial
condition, results of operations or liquidity.
The Company is subject to federal, state and local environmental laws and
regulations. Huttig has been identified as a potentially responsible party in
connection with the clean up of contamination at two sites. In addition, some of
the Company's distribution centers are located in areas of current or former
industrial activity where environmental contamination may have occurred, and for
which Huttig, among others, could be held responsible. The Company does not
believe that its contribution to the clean up of the two sites will be material
or that there are any material environmental liabilities at any of its
distribution center locations. The Company also believes that it is in
compliance with applicable laws and regulations regulating the discharge of
hazardous substances into the environment.
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ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 21, 1999, Crane International Holdings, Inc. ("Holdings"), a
wholly owned subsidiary of Crane and the Company's sole shareholder prior to the
Spin-Off, approved the Restated Certificate of Incorporation of the Company. On
October 18, 1999, Holdings elected Mr. R. S. Evans and Mr. Barry J. Kulpa as
directors of the Company; no other director's term of office continued after
that date. Also on October 18, 1999, Holdings approved (a) the Company's
Non-Employee Director Restricted Stock Plan, Stock Incentive Plan and the
original version of the Company's EVA Incentive Compensation Plan and (b) the
acquisition of Rugby USA.
On September 21, 1999 and October 18, 1999, Holdings owned 1,000 shares of
the Company's Common Stock. Holdings approved each of the matters described
above by written consent in lieu of a shareholder's meeting.
PART II
ITEM 5-- MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock has been traded on the New York Stock Exchange
under the symbol "HBP" since December 8, 1999. The high and low closing sales
prices per share for the Common Stock as reported on the New York Stock Exchange
Composite Transactions Tape were $5.06 and $3.44, respectively, for the period
from December 8, 1999 to December 31, 1999. The Company's securities did not
trade on an exchange or automated quotation system for any full quarter during
its two most recent fiscal years.
At February 16, 2000, there were 4,510 holders of record of the Company's
Common Stock. The Company currently anticipates that no cash dividends will be
paid on Huttig Common Stock in the foreseeable future in order to conserve cash
for use in Huttig's business, for possible acquisitions and for debt reduction.
Pursuant to the Company's $125 million credit facility with Bank One N.A. as
agent for a group of lenders (the "Bank One Facility"), the Company may not pay
dividends if payment would result in noncompliance with certain financial
covenants regarding leverage, consolidated net worth and interest expense
coverage.
ITEM 6-- SELECTED CONSOLIDATED FINANCIAL DATA
The following table summarizes certain selected financial data of Huttig
for each of the five years in the period ended December 31, 1999. The
information contained in the following table may not necessarily be indicative
of Huttig's past or future performance as a separate, stand-alone company. Such
historical data should
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be read in conjunction with "Huttig Management's Discussion and Analysis of
Results of Operations and Financial Condition" and Huttig's financial statements
and notes thereto included elsewhere in this report.
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF INCOME DATA:
Net Sales........................... $800,338 $707,450 $625,503 $595,089 $570,856
Depreciation and amortization....... 6,563 5,586 4,409 4,929 5,228
Operating profit.................... 22,785 28,632 19,842 22,105 18,889
Interest expense, net............... 7,823 6,870 4,467 200 352
Income before taxes................. 14,353 21,851 14,814 20,757 20,094
Provision for income taxes.......... 5,889 8,255 5,759 8,469 8,243
Net income.......................... 8,464 13,596 9,055 12,288 11,851
Net income per share (basic and
diluted).......................... .59 .97 .65 .88 .85
BALANCE SHEET DATA (AT END OF
PERIOD):
Assets.............................. 301,351 218,462 153,950 206,430 191,535
Long-term debt: Bank Credit......... 120,700 -- -- -- --
Long-term debt: Note Payable -
Parent............................ -- 93,940 67,100 -- --
Other long-term debt................ 1,117 1,379 1,715 2,074 2,540
ITEM 7-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FISCAL 1999 COMPARED TO FISCAL 1998
Revenue increased 13% from $707 million in 1998 to $800 million in 1999.
$52 million of this increase was due to the 1998 mid-year acquisitions of
Consolidated Lumber Company and Number One Supply and $16 million due to the
Cherokee and Rugby acquisitions in May and December, 1999, respectively. The
balance was attributable to same-branch sales growth of 4%.
Gross profit grew $18 million to $162 million in 1999. $14 million resulted
from the acquisitions discussed above and $4 million from the increase in
same-branch sales. Gross profit as a percentage of sales was 20.2%, unchanged
from 1998. Gross profit was negatively impacted by $3 million of non-recurring
charges discussed below. Excluding the $3 million in non-recurring charges,
gross profit as a percentage of sales would have been 20.5% in 1999. Gross
profit as a percentage of sales on a same-branch basis excluding the
non-recurring charges increased 0.2% from 20.0% in 1998 to 20.2% in 1999.
Total operating costs and expenses, less cost of sales, increased by a net
amount of $24 million. This net increase included approximately $12 million
attributable to the Company's acquisitions and $18 million related to an
increase in same-branch expenses. These were partially offset by an
approximately $6 million non-recurring gain resulting from the curtailment of
the Company's post retirement health benefit plan described below. Total
expenses as a percent of sales were 17.3% in 1999, as compared to 16.2% in 1998.
As a result of the contribution from the acquisitions, operating profit
before the non-recurring charges in 1999 was $25.1 million as compared to $28.6
million in 1998.
Non-recurring charges totaled $8.2 million, including $5.3 million of
restructuring reserves from lease terminations, severance, inventory impairment
and other costs associated with the closing and/or consolidation of four Company
distribution facilities, $1.5 million of unreported insurance claims and $1.4
million related to environmental and other costs. In addition, the Company
assumed accruals totaling $4.7 million included in the Rugby USA acquisition
costs related to lease and contract terminations, severance, inventory
impairment and other costs associated with the closing and/or consolidation of
four Rugby USA distribution centers and the Rugby USA corporate office. Closing
the eight duplicate distribution centers and the former corporate office and
other initiatives resulting from the acquisition will reduce the ongoing cost
structure of the Company by an
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estimated $15 million annually. The non-recurring costs were partially offset by
the $5.8 million non-recurring gain from the curtailment of the Company's
post-retirement health benefit plan.
Net interest expense increased $1.0 million as the result of higher
borrowings and other income declined $.7 million.
Net income decreased $5.1 million from $13.6 million in 1998 to $8.5
million in 1999.
Rugby USA's 1999 operating results for the period prior to the December 16,
1999 acquisition by the Company are summarized in the table below. Included in
operating expense are approximately $3.0 million of non-recurring costs related
to the sale of Rugby USA to the Company. Subsequent to the acquisition,
depreciation and amortization expenses will be eliminated in accordance with
purchase accounting rules.
Net Sales................................... $446.0
Cost of Sales............................... 368.0
Operating Expense........................... 66.2
Depreciation and Amortization............... 4.8
Operating Profit............................ 7.0
FISCAL 1998 COMPARED TO FISCAL 1997
Revenue increased 13.1% from $625 million in 1997 to $707 million in 1998.
$32 million of this increase was due to the mid-1997 acquisition of MALLCO
Lumber Co. and $43.0 million was due to the mid-1998 acquisitions of Number One
Supply and Consolidated Lumber Company, Inc. Same-branch sales grew $6 million,
or 1.1%, in 1998.
Gross profit in 1998 grew $24 million, or 20.2%, from the prior year and
gross profit margins improved to 20.2% from 19.0%. Total gross profit increased
$15 million as a result of the acquisitions, and $9 million from same store
sales increases as margins increased due to an improved product mix, including a
greater percentage of value-added products, primarily an increase in pre-hung
doors.
Total expenses increased $15 million, or 15.4%, to $115 million in 1998
from $99 million in 1997. This was primarily because of the $11.0 million effect
of acquisitions, but also due to an increase in compensation expense. This
caused these expenses as a percentage of sales to increase from 15.9% in 1997 to
16.2% in 1998.
Because the gross profit margin increase was greater than the related
increase in expenses, operating profit margins increases as a percentage of
sales to 4.0% in 1998 from 3.2% in 1997. Operating profit totaled $28.6 million
in 1998, a 44.2% increase from $19.8 million in 1997.
Interest expense increased 53.8% from $4.5 million in 1997 to $6.9 million
in 1998 and net income as a percentage of sales increased from 1.4% in 1997 to
1.9% in 1998.
LIQUIDITY AND CAPITAL RESOURCES
Huttig has depended primarily on the cash generated from its own operations
to finance its needs. The combination of income from operations and cash
generation from improved working capital management has been used to finance
capital expenditures and seasonal working capital needs. Huttig's working
capital requirements are generally greatest in the first eight months of the
year and Huttig generates cash from working capital reductions in the last four
months of the year. A continuing management focus to improve inventory turnover
and accounts receivable and accounts payable days outstanding resulted in
reduced working capital needs. Inventory turns remained 10.0 in 1999, the same
as 1998 but up from 8.0 in 1997, resulting in a positive effect on cash flow of
$7.1 million over the two years. Prior to the Spin-Off, to the extent internal
funds generated were insufficient, Huttig borrowed from Crane and to the extent
cash generated by Huttig was greater than current requirements, the cash was
returned to Crane. In particular, Huttig historically had borrowed from Crane to
finance acquisitions, but has typically been able to generate cash sufficient to
finance all other needs. In 1999, capital expenditures of $8.5 million were
financed from cash generated from operations.
11
12
At December 31, 1999, Huttig had commitments for approximately $0.4 million
of capital improvements. No single commitment exceeded $0.1. The commitments are
primarily for machinery for productivity improvements and transportation
equipment replacement.
The Company closed the Bank One Facility on December 16, 1999. $100 million
of the proceeds from the Bank One Facility were used to repay indebtedness to
Crane and The Rugby Group PLC, the parent company of Rugby USA, in connection
with the closing of the Spin-Off and the Rugby USA acquisition. The Company had
$20.0 million available under the Bank One Facility at February 16, 2000.
In the future, Huttig expects to continue to finance seasonal working
capital requirements and acquisitions through cash from operations and a secured
$200 million credit facility with Chase Manhattan Bank ("Chase") as agent for a
group of lenders (the "Chase Facility"), for which Chase has provided a
commitment. The Chase Facility will replace the existing Bank One Facility. The
Chase Facility is expected to close by March 31, 2000. Closing is subject to a
number of conditions, including completion of due diligence and definitive
documentation. Chase has also committed to provide an interim $25 million
short-term facility to meet the Company's working capital needs. Both the Bank
One Facility and the short-term facility will be repaid with proceeds from the
Chase Facility. Huttig believes that, together with cash generated from
operations, the Chase Facility will meet all of the Company's financing needs.
EFFECTS OF INFLATION
In 1997, raw material price increases had a negative impact on Huttig's
results of operations as it was unable to pass along these added costs to
customers through sales price increases due to increased competition from
imports. However, as Huttig continues to grow, its manufacturing operations
decrease as a percentage of its overall business and any impact of inflation is
lessened. Furthermore, management believes that, to the extent inflation affects
its costs in the future and competitive conditions permit, Huttig can offset
these increased costs by increasing sales prices.
YEAR 2000
Huttig successfully completed its Year 2000 remediation plan in the fall of
1999. The plan included assessment of business critical systems and the upgrade
or replacement of those systems which were determined to be Year 2000 affected.
Also completed was an assessment of the Year 2000 readiness of key vendors and
customers. As of this date, Huttig has experienced no significant problems as a
result of the Year 2000 date change and, based upon testing and system
validation studies conducted in 1999, management does not foresee any
significant future problems or costs related to the Year 2000 millennium date
change. However, it is possible that problems have gone undetected, or that
other dates in the year 2000 may further affect computer software and systems.
The Company is currently unable to assess completely whether its products,
internal computer systems, or the operation of its software or the software of
third parties contains errors or faults with respect to the Year 2000. Unknown
errors or defects that affect the operation of the Company's software and
systems or those of third parties could result in delay or loss of revenue,
interruption of services, cancellation of customer contracts, diversion of
development resources, damage to reputation, increased service and warranty
costs and litigation costs, any of which could harm the Company's business.
CYCLICALITY AND SEASONALITY
Huttig's sales depend heavily on the strength of the national and local new
residential construction and home improvement and remodeling markets. The
strength of these markets depends on new housing starts and residential
renovation projects, which are a function of many factors beyond Huttig's
control, including interest rates, employment levels, availability of credit,
prices of commodity wood products and consumer confidence. Future downturns in
the markets that Huttig serves could have a material adverse effect on Huttig's
operating results or financial condition. In addition, because these markets are
sensitive to cyclical changes in the economy in general, future downturns in the
economy could have a material adverse effect on Huttig's financial condition and
results of operations.
12
13
Huttig's first quarter and, to a lesser extent, its fourth quarter, are
typically adversely affected by winter construction cycles and weather patterns
in colder climates as the level of activity in the new construction and home
improvement markets decreases. Because much of Huttig's overhead and expense
remains relatively fixed throughout the year, its profits also tend to be lower
during the first and fourth quarters. The effects of winter weather patterns on
Huttig's business are offset somewhat by the increase in residential
construction activity during the same period in the deep South, Southwest and
Southern California markets in which Huttig participates. It is expected that
these seasonal variations will continue in the future.
ENVIRONMENTAL REGULATION
Huttig is subject to federal, state and local environmental laws and
regulations. Huttig has been identified as a potentially responsible party in
connection with the clean up of contamination at two sites. In addition, some of
Huttig's distribution centers are located in areas of current or former
industrial activity where environmental contamination may have occurred, and for
which Huttig, among others, could be held responsible. Huttig does not believe
that its contribution to the clean up of the two sites will be material or that
there are any material environmental liabilities at any of its distribution
center locations. Huttig believes that it is in compliance with applicable laws
and regulations regulating the discharge of hazardous substances into the
environment. However, there can be no assurance that environmental liabilities
of Huttig or the combined company will not have a material adverse effect on
Huttig's financial condition or results of operations.
ITEM 7A--QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Huttig has exposure to market risk as it relates to effects of changes in
interest rates. The Company had $120.7 million and $0 of variable rate debt
outstanding at December 31, 1999 and 1998, respectively. A hypothetical 100
basis point increase in the LIBOR rate would have had an unfavorable impact of
$905,000 on the Company's earnings and cash flows.
Huttig currently does not hold or issue derivative instruments. Huttig does
not generate significant income from non-U.S. sources and accordingly, changes
in foreign currency exchange rates do not generally have a direct effect on
Huttig's financial position. Huttig is subject to periodic fluctuations in the
price of wood commodities. Profitability is influenced by these changes as
prices change between the time Huttig buys and sells the wood. In addition, to
the extent changes in interest rates affect the housing and remodeling market,
Huttig would be affected by such changes.
13
14
ITEM 8--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Huttig Building Products, Inc.:
We have audited the accompanying consolidated balance sheets of Huttig
Building Products, Inc. and its subsidiaries (the "Company") as of December 31,
1999 and 1998, and the related consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1999. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of the Company at
December 31, 1999 and 1998, and the consolidated results of their operations and
their cash flows for the three years in the period ended December 31, 1999 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
St. Louis, Missouri
January 24, 2000
(February 11, 2000 as to Note 14)
14
15
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
(IN THOUSANDS, EXCEPT SHARE DATA)
1999 1998
-------- --------
ASSETS
CURRENT ASSETS:
Cash...................................................... $ 6,794 $ 9,423
Accounts receivable, net.................................. 116,602 67,028
Receivable -- Crane....................................... 17,098
Inventories............................................... 78,133 43,130
Prepaid expenses.......................................... 2,788 585
Deferred tax asset........................................ 1,247
-------- --------
Total current assets................................... 205,564 137,264
-------- --------
PROPERTY, PLANT AND EQUIPMENT --
At cost:
Land...................................................... 7,324 7,335
Buildings and improvements................................ 36,660 39,081
Machinery and equipment................................... 28,764 24,638
-------- --------
Gross property, plant and equipment.................... 72,748 71,054
Less accumulated depreciation............................. 33,207 33,746
-------- --------
Property, plant and equipment -- net................... 39,541 37,308
-------- --------
OTHER ASSETS:
Costs in excess of net assets acquired, net............... 38,952 40,783
Other..................................................... 3,656 3,003
Deferred income taxes..................................... 13,638 104
-------- --------
Total other assets..................................... 56,246 43,890
-------- --------
TOTAL....................................................... $301,351 $218,462
======== ========
See notes to consolidated financial statements.
15
16
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
(IN THOUSANDS, EXCEPT SHARE DATA)
1999 1998
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ 263 $ 319
Accounts payable -- trade and collections as agents....... 72,478 54,424
Income taxes payable...................................... 5,765
Accrued payrolls.......................................... 9,226 11,109
Accrued insurance......................................... 6,164 3,834
Accrued liabilities....................................... 15,448 4,699
-------- --------
Total current liabilities.............................. 109,344 74,385
NON-CURRENT LIABILITIES:
Notes payable -- Crane.................................... -- 93,940
Other long-term debt...................................... 121,817 1,379
Accrued postretirement benefits........................... 2,089 7,303
Deferred credit........................................... 798 --
-------- --------
Total non-current liabilities.......................... 124,704 102,622
-------- --------
COMMITMENTS AND CONTINGENCIES (Note 9)
SHAREHOLDERS' EQUITY:
Preferred shares, $.01 par $5,000,000 shares
authorized)............................................ -- --
Common shares, 1999 -- $.01 par (50,000,000 shares
authorized, 20,797,812 shares issued); 1998 -- no par
value (3,000 shares authorized,
1,000 shares issued and outstanding)...................... 208 10
Additional paid-in capital on common stock................ 32,788 746
Retained earnings......................................... 35,438 40,699
-------- --------
Less: Treasury shares (278,433 shares at cost)............ (1,131)
-------- --------
Total shareholders' equity............................. 67,303 41,455
-------- --------
TOTAL....................................................... $301,351 $218,462
======== ========
See notes to consolidated financial statements.
16
17
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
1999 1998 1997
----------- ----------- -----------
NET SALES.......................................... $ 800,338 $ 707,450 $ 625,503
----------- ----------- -----------
OPERATING COSTS AND EXPENSES:
Cost of sales.................................... 638,760 564,236 506,399
Operating expenses............................... 128,808 110,657 94,853
Depreciation and amortization.................... 6,563 5,586 4,409
Restructuring provision.......................... 3,075 -- --
Loss (gain) on disposal of capital assets........ 347 (1,661) --
----------- ----------- -----------
Total operating costs and expenses............ 777,553 678,818 605,661
----------- ----------- -----------
OPERATING PROFIT................................... 22,785 28,632 19,842
----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest expense -- Crane........................ (7,275) (6,703) (4,285)
Interest expense -- net of interest income of $4,
$-0- and $3 in 1999, 1998 and 1997,
respectively.................................. (548) (167) (182)
Other miscellaneous -- net....................... (609) 89 (561)
----------- ----------- -----------
Total other expense -- net.................... (8,432) (6,781) (5,028)
----------- ----------- -----------
INCOME BEFORE TAXES................................ 14,353 21,851 14,814
PROVISION FOR INCOME TAXES......................... 5,889 8,225 5,759
----------- ----------- -----------
NET INCOME......................................... $ 8,464 $ 13,596 $ 9,055
=========== =========== ===========
NET INCOME PER SHARE (basic and diluted)........... $ 0.59 $ 0.97 $ 0.65
=========== =========== ===========
AVERAGE SHARES OUTSTANDING......................... 14,259,922 13,972,955 13,972,955
=========== =========== ===========
See notes to consolidated financial statements.
17
18
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS)
COMMON
SHARES ADDITIONAL TREASURY TOTAL
OUTSTANDING, PAID-IN RETAINED SHARES, SHAREHOLDERS'
AT PAR VALUE CAPITAL EARNINGS AT COST EQUITY
------------ ---------- --------- -------- -------------
BALANCES, January 1, 1997........ $ 10 $ 746 $ 147,988 $ -- $ 148,744
Net income..................... 9,055 9,055
Dividends paid to Crane........ (129,940) (129,940)
---- ------- --------- ------- ---------
BALANCES, December 31, 1997...... 10 746 27,103 -- 27,859
Net income..................... 13,596 13,596
---- ------- --------- ------- ---------
BALANCES, December 31, 1998...... 10 746 40,699 -- 41,455
Dividends paid to Crane........ (13,725) (13,725)
Capital contribution from
Crane....................... 4,530 4,530
Recapitalization in connection
with spin-off from Crane.... 132 999 (1,131)
Shares issued in acquisition of
Rugby USA................... 66 26,513 26,579
Net income..................... 8,464 8,464
---- ------- --------- ------- ---------
BALANCES, December 31, 1999...... $208 $32,788 $ 35,438 $(1,131) $ 67,303
==== ======= ========= ======= =========
See notes to consolidated financial statements.
18
19
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS)
1999 1998 1997
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................... $ 8,464 $ 13,596 $ 9,055
Loss (gain) on disposal of capital assets................ 347 (1,661)
Depreciation............................................. 3,614 3,540 3,372
Amortization............................................. 2,949 2,046 1,037
Deferred taxes........................................... 3,020 (102) (202)
Accrued postretirement benefits.......................... (5,214) 553 500
Changes in operating assets and liabilities
(exclusive of acquisitions):
Accounts receivable................................... 11,217 (1,864) (1,742)
Inventories........................................... 5,050 2,081 10,297
Other current assets.................................. 481 324 265
Accounts payable...................................... (8,955) 16,629 494
Accrued liabilities................................... 2,430 2,812 (165)
Other................................................. (714) (3,720) 175
-------- -------- --------
Total cash from operating activities.................. 22,689 34,234 23,086
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures..................................... (8,504) (5,765) (3,338)
Cash received (used) in acquisitions..................... 89 (44,861) (12,050)
Proceeds from disposition of capital assets.............. 2,380 7,730 388
-------- -------- --------
Total cash from investing activities.................. (6,035) (42,896) (15,000)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividend paid to Crane.............................. (13,725) -- (62,840)
Repayment of long-term debt.............................. (126,258) (376) (386)
Net proceeds from revolving credit agreement............. 120,700 -- --
Proceeds from Crane...................................... 16,251 55,672
-------- -------- --------
Total cash from financing activities.................. (19,283) 15,875 (7,554)
-------- -------- --------
(DECREASE) INCREASE IN CASH................................ (2,629) 7,213) 532
CASH, BEGINNING OF YEAR.................................... 9,423 2,210 1,678
-------- -------- --------
CASH, END OF YEAR.......................................... $ 6,794 $ 9,423 $ 2,210
======== ======== ========
See notes to consolidated financial statements.
19
20
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS)
1999 1998 1997
------- ------ ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid.......................................... $ 9,347 $6,860 $ 4,471
======= ====== =========
Income taxes paid...................................... $ 4,320 $4,466 $ 6,099
======= ====== =========
NONCASH FINANCING ACTIVITY:
Dividends paid to Crane................................ $(129,940)
---------
Issuance of note payable to Crane...................... 67,100
---------
Cash dividends paid to Crane...................... $ (62,840)
=========
Capital contribution from Crane through reduction of
payable to Crane..................................... $ 4,530
=======
Liabilities assumed in connection with asset
acquisitions......................................... $74,338 $4,224 $ 864
======= ====== =========
See notes to consolidated financial statements.
20
21
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
1. ACCOUNTING POLICIES AND PROCEDURES
ORGANIZATION -- Huttig Building Products, Inc. and subsidiaries (the
"Company" or "Huttig") is a distributor of doors, windows, molding, trim
and related building products in the United States and operates one
finished lumber production plant. The Company primarily sells its products
for new residential construction and renovation. The Company was formerly a
wholly owned subsidiary of Crane Co. ("Crane") through Crane International
Holdings, a direct subsidiary of Crane. On December 16, 1999, Crane
distributed all of the outstanding common stock of the Company to Crane's
stockholders. In addition, on December 16, 1999, the Company acquired the
building products and millwork branches of Rugby USA, a subsidiary of Rugby
Group PLC. Huttig common stock is listed on the New York Stock Exchange.
PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements
include the accounts of Huttig Building Products, Inc. and its wholly owned
subsidiaries. All significant intercompany accounts and transactions have
been eliminated.
REVENUE RECOGNITION -- Revenues are recorded generally when title passes to
the customer, which occurs upon delivery of product, or when services are
rendered.
USE OF ESTIMATES -- The preparation of the Company's financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results may differ from these estimates.
INVENTORIES -- Inventories are stated at the lower of cost or market.
Substantially all of the Company's inventory is finished goods.
Approximately 80% and 68% of inventories were determined by using the LIFO
(last in, first out) method of inventory valuation as of December 31, 1999
and 1998, respectively; the remainder were determined by the FIFO (first
in, first out) method. Had the Company used the FIFO method of inventory
valuation for all inventories, net income would have decreased by $1,216,
$2,632 and $1,956 in 1999, 1998 and 1997, respectively. During 1999, 1998
and 1997, the LIFO inventory quantities were reduced, resulting in a
partial liquidation of the LIFO bases, the effect of which increased net
income by $1,611, $1,922 and $2,377, respectively. The replacement cost
would be higher than the LIFO valuation by $13,307 in 1999 and $15,368 in
1998.
PROPERTY, PLANT AND EQUIPMENT -- Property, plant and equipment are stated
at cost. Depreciation is computed primarily by the straight-line method
over the estimated useful lives of the respective assets which range from
three to twenty-five years. Amortization expense on property under capital
leases is included in depreciation expense.
OTHER ASSETS/LIABILITIES -- Costs in excess of net assets acquired and the
deferred credit are being amortized on a straight-line basis over fifteen
to forty years. Other intangible assets are being amortized on a
straight-line basis over their estimated useful lives which range from two
to five years.
VALUATION OF LONG-LIVED ASSETS -- The Company periodically evaluates the
carrying value of its long-lived assets, including goodwill and other
tangible assets, when events and circumstances warrant such a review. The
carrying value of a long-lived asset is considered impaired when the
anticipated undiscounted cash flow from such asset is separately
identifiable and is less than its carrying value. In that event, a loss is
recognized based on the amount by which the carrying value exceeds the fair
market value of the long-lived asset. Fair market value is determined
primarily using the anticipated cash flows discounted at a rate
commensurate with the risk involved.
21
22
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
SERVICES PROVIDED BY CRANE -- Prior to the Spin-off, Crane supplied the
Company certain shared services including insurance, legal, tax and
treasury functions. The costs associated with these services were charged
to the Company through the intercompany account based upon specific
identification.
INCOME TAXES -- Through the date of its Spin-off from Crane, the Company
was included in the federal income tax return of Crane. The Company was
charged its proportionate share of federal income taxes determined as if it
filed a separate federal income tax return. Income tax payments represented
payments of intercompany balances. Subsequent to December 16, 1999, the
date of the Spin-off, Huttig will file stand-alone federal tax returns.
Deferred income taxes reflect the impact of temporary differences between
assets and liabilities recognized for financial reporting purposes and such
amounts recognized for tax purposes using currently enacted tax rates.
NET INCOME PER SHARE -- The Company's basic earnings per share calculations
are based on the weighted average number of common shares outstanding
during the year including restated shares outstanding of 13,973 thousand
for all periods prior to the Spin-off from Crane (see Note 2). The Company
has issued no stock options, stock warrants, or convertible securities.
CONCENTRATION OF CREDIT RISK -- The Company is engaged in the distribution
of building products throughout the United States. The Company grants
credit to customers, substantially all of whom are dependent upon the
construction economic sector. The Company continuously evaluates its
customers' financial condition but does not generally require collateral.
The concentration of credit risk with respect to trade accounts receivable
is limited due to the Company's large customer base located throughout the
United States. The Company maintains an allowance for doubtful accounts
based upon the expected collectibility of its accounts receivable.
RECENT ACCOUNTING PRONOUNCEMENTS -- In June 1998, Statement of Financial
Accounting Standards No. 133 ("SFAS 133"), Accounting for Derivative
Instruments and Hedging Activities, was released. SFAS 133, as amended by
SFAS 137, is effective beginning the first quarter of 2001. The Company has
historically made no use of derivative instruments and financial hedges and
believes there will be no impact of the new accounting pronouncement on the
financial statements.
RECLASSIFICATIONS -- Certain prior year amounts have been reclassified to
conform to the current year presentation.
2. SPIN-OFF FROM CRANE
On December 16, 1999, the Company completed its tax-free Spin-off from
Crane. Crane made a capital contribution of $4,530 to the Company. Then
Crane distributed all issued and outstanding shares of Huttig common stock,
together with accompanying preferred share purchase rights (see Note 7), to
holders of record of Crane common stock as of the close of business on
December 8, 1999. The Spin-off was made on the basis of one share of Huttig
common stock for every 4.5 shares of Crane common stock.
22
23
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
3. ACQUISITIONS
Costs in excess of net assets acquired, net at December 31 consists of the
following:
1999 1998
------- -------
Costs in excess of net assets acquired.................. $47,643 $47,086
Accumulated amortization.............................. 8,691 6,303
------- -------
Total -- net....................................... $38,952 $40,783
======= =======
On December 16, 1999 the Company completed its acquisition of Rugby USA.
Crane, Huttig and Rugby Group PLC entered into a Share Exchange Agreement
which provided for the transfer to Huttig of all the outstanding capital
stock of Rugby USA in exchange for 6,546 thousand newly issued shares of
Huttig common stock. As a result of this exchange, Rugby USA became a wholly
owned subsidiary of Huttig.
The acquisition of Rugby USA was accounted for under the purchase method of
accounting. The $26,579 value of the 6,546 thousand shares of stock issued
in 1999 was allocated to the assets acquired and liabilities assumed based
upon their fair values at the closing date. The relative fair values of the
assets acquired and liabilities assumed are based upon valuations and other
studies. However, the fair value of the net assets acquired exceeded the
purchase price resulting in the write-off of all non-current assets of Rugby
USA and a deferred credit of $798 being recorded, which will be amortized
using the straight-line basis over 15 years.
The following table summarizes the allocation of the stock consideration
paid to the fair value of the assets acquired and the liabilities assumed by
the Company in connection with the acquisition of Rugby USA:
Accounts receivable......................................... $42,568
Inventories................................................. 39,431
Other current assets........................................ 4,664
Deferred income taxes -- noncurrent......................... 13,748
Note payable to Rugby Group PLC............................. (32,000)
Accounts payable............................................ (26,503)
Accrued liabilities......................................... (12,706)
Income taxes payable........................................ (1,825)
Deferred credit............................................. (798)
-------
Stock consideration paid............................... $26,579
=======
Costs of $2,270 for professional fees related to the acquisition were
included in accrued liabilities in the allocation of the acquisition cost
above.
In connection with the acquisition, the Company also assumed accruals and
included them in the allocation of the acquisition cost above. The accruals
at the date of the acquisition and at December 31, 1999 are for the
following items:
Lease and other contract terminations....................... $2,150
Excess and obsolete inventory resulting from
reorganization............................................ 1,001
Severance and termination benefits.......................... 591
Other....................................................... 965
------
$4,707
======
23
24
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
Severance and termination benefits relate to approximately 110 employees in
various sales and administrative positions that have become duplicative
through the combination of operations and process efficiencies realized.
Such restructuring actions are to be substantially completed in 2000.
During 1999, the Company acquired Cherokee Lumber Company and Cherokee
Millwork Company, a manufacturer and distributor of lumber and millwork
products in the Maryville, Tennessee area for a total cost of $1,900. In
connection with the acquisition, the Company recorded approximately $600 of
goodwill which will be amortized using the straight-line basis over 15
years.
During 1998, the Company completed two acquisitions. In June, the Company
acquired Number One Supply, a building products distribution business based
in Baltimore, Maryland and Raleigh, North Carolina, for a total cost of
$4,900. In July, the Company acquired Consolidated Lumber Company, a
wholesale distributor of lumber and millwork products in the greater Kansas
City, Missouri area for a total cost of $40,000. In connection with the
acquisition of Consolidated Lumber Company, the Company recorded $26,200 of
goodwill which will be amortized using the straight-line basis over 15
years.
During July 1997, the Company completed one acquisition at a total cost of
$12,100. The Company acquired MALLCO Lumber & Building Materials Inc., a
leading wholesale distributor of lumber, doors and engineered wood products
serving Arizona and the surrounding region.
All acquisitions were accounted for by the purchase method. The results of
operations for all acquisitions have been included in the financial
statements from their respective dates of purchase. The following unaudited
pro forma financial information presents the combined results of operations
of the Company and Rugby USA, Number One Supply and Consolidated Lumber as
if the acquisition of Rugby USA had taken place at the beginning of 1998 and
as if the acquisitions of Number One Supply and Consolidated Lumber had
taken place at the beginning of 1997. The pro forma amounts give effect to
certain adjustments including the amortization of goodwill and intangibles,
increased interest expense and income tax effects. This pro forma
information does not necessarily reflect the results of operations as it
would have been if the businesses had been managed by the Company during
these periods and is not indicative of results that may be obtained in the
future.
1999 1998 1997
---------- ---------- --------
Net sales............................... $1,247,138 $1,200,588 $706,993
Net income.............................. 13,339 22,393 12,751
Net income per share (basic and
diluted).............................. 0.65 1.09 0.91
4. BUSINESS RESTRUCTURING
In December 1999, the Company recorded provisions for restructuring which
reduced income before taxes by $5,285 and net income by $3,118. The
restructuring charge reflects strategic plans to consolidate and integrate
various branch operations and support functions.
24
25
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
Components of the restructuring reserve at December 31, 1999 are as
follows:
Excess and obsolete inventory resulting from reorganization
(included in cost of sales)............................... $2,210
Lease and other contract terminations....................... 1,752
Severance and termination benefits.......................... 494
Other....................................................... 829
------
$5,285
======
Severance and termination benefits relate to approximately 95 employees in
various sales and administrative positions that have become duplicative
through the combination of operations and process efficiencies realized.
Such restructuring actions are to be substantially completed in 2000.
5. ACCOUNTS RECEIVABLE
Receivables are carried at net realizable value.
A summary of the activity in the allowance for doubtful accounts follows:
1999 1998 1997
---- ---- ----
Balance at beginning of year......................... $200 $466 $594
Provision charged to expense......................... 570 399 772
Write-offs, less recoveries.......................... (94) (665) (900)
---- ---- ----
Balance at end of year............................... $676 $200 $466
==== ==== ====
6. LONG-TERM DEBT
1999 1998
-------- -------
Revolving credit agreement............................. $120,700 $ --
Notes payable -- Crane................................. -- 93,940
Industrial Revenue Bond................................ 272 429
Capital lease obligations (see Note 9)................. 1,108 1,269
-------- -------
Total long-term debt.............................. 122,080 95,638
Less current portion................................... 263 319
-------- -------
Long-term debt -- net of current portion............... $121,817 $95,319
======== =======
NOTES PAYABLE -- CRANE -- The notes payable to Crane bear interest at a
weighted-average rate of 8.09%. Accrued interest was $1,908 at December 31,
1998. As of December 16, 1999, the Company had repaid the notes to Crane.
INDUSTRIAL REVENUE BOND -- The Industrial Revenue Bond is a floating rate
obligation issued by the City of Deerfield Beach, Florida ($3,000). The bond
is collateralized by property with a net book value of $1,905 and $1,908 at
December 31, 1999 and 1998, respectively. The obligation is due in quarterly
principal installments of $39 plus interest until 2001. The interest rate
for the bond was 6.37% and 6.46% at December 31, 1999 and 1998,
respectively.
CREDIT AGREEMENT -- On December 16, 1999 the Company executed a Revolving
Credit Agreement (the "Credit Agreement") with certain financial
institutions, which provides for a $125,000 revolving credit
25
26
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
facility. The Credit Agreement has a five-year term, and can be used for
both loans and letters of credit. As of December 31, 1999, the Company had
borrowed $120,700 and had letters of credit of $2,235 outstanding. The
provisions of the Credit Agreement require a commitment fee to be paid on
the unused portion of the revolving credit facility. Interest is paid based
on floating rates which fluctuate based on the prime rate, or the London
Interbank Offer Rate (LIBOR) plus various increments. At December 31, 1999,
the weighted-average interest rate on the borrowings was 7.3%.
Provisions of the Credit Agreement contain various covenants which, among
other things, limit the Company's ability to incur indebtedness, incur
liens, declare or pay dividends or make restricted payments, consolidate,
merge or sell assets and require the Company to attain certain financial
ratios in regards to leverage, consolidated net worth, and interest expense
coverage. The Company is required to perform financial covenant compliance
tests beginning March 31, 2000.
MATURITIES -- At December 31, 1999, the aggregate scheduled maturities of
long-term debt are as follows:
2000................................................. $ 263
2001................................................. 228
2002................................................. 121
2003................................................. 122
2004................................................. 120,832
Thereafter........................................... 514
--------
Total........................................... $122,080
========
7. PREFERRED SHARE PURCHASE RIGHTS
On December 6, 1999, the Company adopted a Shareholder Rights Plan. The
Company distributed one preferred share purchase right for each outstanding
share of common stock at the date of the Spin-off. The preferred rights
were not exercisable when granted and may only become exercisable under
certain circumstances involving actual or potential acquisitions of the
Company's common stock by a person or affiliated persons. Depending upon
the circumstances, if the rights become exercisable, the holder may be
entitled to purchase shares of the Company's Series A Junior Participating
Preferred Stock. Preferred shares purchasable upon exercise of the rights
will not be redeemable. Each preferred share will be entitled to
preferential rights regarding dividend and liquidation payments, voting
power, and, in the event of any merger, consolidation or other transaction
in which common shares are exchanged, preferential exchange rate. The
rights will remain in existence until December 6, 2009 unless they are
earlier terminated, exercised or redeemed. The Company has authorized five
million shares of $.01 par value preferred stock of which 250 thousand
shares have been designated as Series A Junior Participating Preferred
Stock.
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of investments and short-term debt approximates the fair
value. Long-term debt rates currently available to the Company for debt
with similar terms and remaining maturities are used to estimate the fair
value for debt issues that are not quoted on an exchange. The estimated
fair value of long-term debt at December 31, 1999 approximates the carrying
value of $121,817.
26
27
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
9. COMMITMENTS AND CONTINGENCIES
The Company leases certain of its vehicles, equipment and warehouse and
manufacturing facilities under capital and operating leases with various
terms. Certain leases contain renewal or purchase options. Future minimum
payments, by year, and in the aggregate, under these leases with initial or
remaining terms of one year or more consisted of the following at December
31, 1999:
MINIMUM
CAPITAL OPERATING SUBLEASE
LEASES LEASES INCOME NET
------- --------- -------- -------
2000............................................. $ 204 $ 8,229 $1,205 $ 7,408
2001............................................. 204 6,636 768 6,072
2002............................................. 204 4,853 590 4,467
2003............................................. 161 2,627 402 2,386
2004............................................. 161 1,357 17 1,501
Thereafter....................................... 392 708 1,101
------ ------- ------ -------
Total minimum lease payments..................... 1,326 $24,410 $2,802 $22,934
======= ====== =======
Amount representing interest..................... (218)
------
Present value of minimum lease payments
(including current portion of $105)............ $1,108
======
The weighted average interest rate for capital leases is 9.2%. These
obligations mature in varying amounts through 2007. Rental expense for all
operating leases was $8,237, $6,672, and $5,778 for 1999, 1998 and 1997,
respectively.
The cost of assets capitalized under leases is as follows at December 31:
1999 1998
------ ------
Land, buildings and improvements.......................... $2,325 $3,966
Less accumulated depreciation............................. 1,217 2,696
------ ------
Cost of leased assets -- net............................ $1,108 $1,270
====== ======
LITIGATION -- As of December 31, 1999, the Company is involved in various
claims and legal actions arising in the ordinary course of business. In the
opinion of management, the ultimate disposition of these matters will not
have a material effect on the Company's financial condition and results of
operations. The Company is involved in two remediation actions to clean up
hazardous wastes as required by federal and state laws. Estimated future
environmental remediation costs of $1,130 at December 31, 1999 and $500 at
December 31, 1998 were fully accrued.
The Company has established insurance programs to cover product and general
liability losses. These programs have deductible amounts before coverage
begins. The Company does not deem its deductible exposure to be material.
10. EMPLOYEE BENEFIT PLANS
DEFINED BENEFIT PLANS -- Prior to the Spin-off, the Company participated in
Crane's defined benefit pension plans covering substantially all salaried
and hourly employees not covered by collective bargaining agreements.
27
28
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
Effective with the Spin-off, Company employees who have accrued benefits
under a Crane pension plan will be fully vested in those benefits but will
accrue no further benefits under the Crane pension plan after the Spin-off.
Prior to the Spin-off, the liabilities of the Company for such plans were
included in the Receivable -- Crane balance. As a result, the Company was
charged its proportionate share of the total expense for the plans. Pension
expense related to Crane's defined benefit pension plans was $1,108, $780
and $559 in 1999, 1998 and 1997, respectively.
The Company also participates in several multi-employer pension plans which
provide benefits to certain employees under collective bargaining
agreements. Total contributions to these plans were $503 in 1999, $468 in
1998 and $454 in 1997.
HEALTH BENEFITS PLANS -- Prior to the Spin-off, employees hired before
January 1, 1992 were eligible for postretirement medical and life insurance
benefits if they met minimum age and service requirements.
Effective with the Spin-off, the Company will pay 50% of any premium or
cost of such coverage for its current retirees between the ages of 55 and
65 and those who reach 55 and choose to retire in the first quarter of
2000. All other employees not currently qualified will not receive
postretirement medical and life insurance benefits. The reduction in
benefits has resulted in a curtailment gain of $5,876.
28
29
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
The following table sets forth the amounts recognized in the Company's
balance sheet at December 31, for company sponsored postretirement benefit
plan:
1999 1998 1997
------- ------- -------
Change in benefit obligation:
Benefit obligation at beginning of year...... $ 7,303 $ 6,750 $ 6,250
Plan participant contributions............... 238
Service cost................................. 158 248 236
Interest cost................................ 372 500 447
Amendments................................... (962)
Actuarial (gain) loss........................ (1,300) (12) (52)
Curtailment.................................. (5,080)
Benefits paid................................ (397) (183) (131)
------- ------- -------
Benefit obligation at end of year............ $ 332 $ 7,303 $ 6,750
======= ======= =======
Funded status.................................. $ (332) $(7,303) $(6,750)
Unrecognized net actuarial (gain) loss......... (1,757) 242 667
------- ------- -------
Accrued benefit cost......................... $(2,089) $(7,061) $(6,083)
======= ======= =======
Discount rate.................................. 7.50% 6.75% 7.25%
Components of net periodic benefit cost:
Service cost................................. $ 158 $ 248 $ 236
Interest cost................................ 372 500 447
Amortization of prior service cost........... (135)
Recognized actuarial gain.................... (51) (12) (52)
------- ------- -------
344
Recognition of curtailment gain.............. (5,876)
-------
Net periodic benefit cost...................... $(5,532) $ 736 $ 631
======= ======= =======
In 1999, the cost of covered healthcare benefits was assumed to increase
7.2%, and then to decrease gradually to 5% by 2005 and remain at that level
thereafter. In 1998, the cost of covered healthcare benefits was assumed to
increase 8.5%, and then to decrease gradually to 4.75% by 2005 and remain at
that level thereafter.
1 PERCENTAGE 1 PERCENTAGE
POINT INCREASE POINT INCREASE
-------------- --------------
Effect on total of service and interest cost
components..................................... $50 $43
Effect on postretirement benefit obligation...... 12 12
DEFINED CONTRIBUTION PLANS -- Effective with the spin-off, the Company
established a new qualified defined contribution plan for its employees that
is substantially similar to the Crane plan.
At the spin-off date, all of the account balances of employees under the
Crane plan are fully vested and a corresponding amount of assets was
transferred from the Crane plan to one or more of the qualified defined
contribution plans maintained by the Company.
The cost of the defined contribution plans to the Company was $1,528, $1,673
and $1,532 in 1999, 1998 and 1997, respectively.
29
30
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
11. STOCK AND INCENTIVE COMPENSATION PLANS
Effective as of the spin-off date, December 16, 1999, Huttig established
nonqualified stock and incentive compensation plans and arrangements
including the EVA Incentive Compensation Plan for Executive Officers, an
omnibus stock incentive plan providing for stock options and awards of
restricted stock, and a restricted stock awards plan for non-employee
directors of Huttig. Huttig assumed the liability for account balances of
its employees under Crane's EVA Incentive Compensation Plan.
12. INCOME TAXES
A reconciliation between income taxes based on the application of the
statutory federal income tax rate to income taxes as set forth in the
consolidated statements of income follows:
1999 1998 1997
------- ------- -------
Income before taxes......................... $14,353 $21,851 $14,814
======= ======= =======
Statutory federal tax at 35%................ $ 5,024 $ 7,648 $ 5,185
Increase resulting from:
State and local income taxes.............. 272 411 280
Nondeductible goodwill and other
expenses............................... 593 196 294
------- ------- -------
Provision for income taxes.................. $ 5,889 $ 8,255 $ 5,759
======= ======= =======
Percentage of income before taxes........... $ 41.0% $ 37.8% $ 38.9%
======= ======= =======
Deferred income taxes at December 31 are comprised of the following:
1999 1998
--------------------- --------------------
ASSETS LIABILITIES ASSETS LIABILITIES
------- ----------- ------ -----------
Accelerated depreciation................ $ -- $ 612 $ -- $ 698
Purchase price book and tax basis 12,217 838
differences...........................
Inventory related....................... 3,918 273
Insurance related....................... 1,273 -- 1,301 --
Employee benefits related............... 1,756 -- 3,113 --
Other accrued liabilities............... 6,291 -- 1,745 --
Other................................... 797 2,919 -- 193
------- ------ ------ ------
Total................................... $22,334 $7,449 $6,159 $2,002
======= ====== ====== ======
At December 31, 1998, net current deferred tax assets of $4,053 and income
taxes payable of $4,881 were included in Receivable -- Crane.
30
31
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
The provision for income taxes is composed of the following:
1999 1998 1997
------ ------ ------
Current:
U.S. Federal tax............................... $3,281 $7,708 $5,499
State and local tax............................ 175 649 462
------ ------ ------
Total current............................... 3,456 $8,357 $5,961
------ ------ ------
Deferred:
U.S. Federal tax............................... 2,190 (86) (170)
State and local tax............................ 243 (16) (32)
------ ------ ------
Total deferred.............................. 2,433 (102) (202)
------ ------ ------
Total income tax................................. $5,889 $8,255 $5,759
====== ====== ======
13. SALES BY PRODUCT
The Company operates in one business segment, the distribution of building
materials used principally in new residential construction and in home
improvement, remodeling and repair work. The Company derives substantially
all of its revenues from domestic customers. The following table presents
the Company's sales by product:
1999 1998 1997
-------- -------- --------
Doors...................................... $272,176 $259,943 $232,502
Specialty building materials............... 169,836 140,871 133,746
Windows.................................... 138,746 132,991 128,195
Moldings................................... 99,710 88,641 93,907
Lumber and other commodity products........ 119,870 85,004 37,153
-------- -------- --------
Total sales........................... $800,338 $707,450 $625,503
======== ======== ========
14. SUBSEQUENT EVENT
On February 11, 2000, the Company received a commitment letter from a
financial institution for a three-year $200,000 Senior Secured Credit
Facility. This facility will replace the existing $125,000 Credit Agreement
dated December 16, 1999.
31
32
HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table sets forth selected consolidated financial information
on a quarterly basis for each quarter of 1999 and 1998. The Company's
business is seasonal and particularly sensitive to weather conditions.
Interim amounts are therefore subject to significant fluctuations.
FIRST SECOND THIRD FOURTH FULL
QUARTER QUARTER QUARTER QUARTER YEAR
-------- -------- -------- -------- --------
1999
Net sales................... $174,775 $205,979 $214,160 $205,424 $800,338
Operating profit............ 4,009 7,571 7,745 3,460 22,785
Net income.................. 1,232 3,288 3,933 11 8,464
1998
Net sales................... $146,858 $172,782 $202,209 $185,601 $707,450
Operating profit............ 2,961 5,599 10,647 9,425 28,632
Net income.................. 966 2,612 5,312 4,706 13,596
32
33
ITEM 9-- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10--DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 (other than the information regarding
executive officers set forth at the end of Item 1 of Part I of this Form 10-K)
will be contained in the Company's definitive Proxy Statement for its 2000
Annual Meeting of Shareholders under the captions "Election of Directors" and
"Section 16(a) Beneficial Ownership Reporting Compliance," and is incorporated
herein by reference.
ITEM 11--EXECUTIVE COMPENSATION
The information required by Item 11 will be contained in the Company's
definitive Proxy Statement for its 2000 Annual Meeting of Shareholders under the
captions "Election of Directors" and "Executive Compensation," and is
incorporated herein by reference.
ITEM 12--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 will be contained in the Company's
definitive Proxy Statement for its 2000 Annual Meeting of Shareholders under the
caption "Beneficial Ownership of Common Stock by Directors and Management," and
is incorporated herein by reference.
ITEM 13--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 will be contained in the Company's
definitive Proxy Statement for its 2000 Annual Meeting of Shareholders under the
caption "Other Transactions and Relationships," and is incorporated herein by
reference.
PART IV
ITEM 14--EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
The financial statements, financial statement schedules and exhibits listed
below are filed as part of this annual report:
(A)(1) FINANCIAL STATEMENTS:
The following consolidated financial statements of the Company and the
Report of Independent Auditors thereon are included in Item 8 above:
Consolidated Balance Sheets as of December 31, 1999 and 1998
Consolidated Statements of Income and Retained Earnings for the Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Changes in Shareholders Equity for the Years
Ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the Years Ended December 31,
1999, 1998 and 1997
Notes to Consolidated Financial Statements for the Years Ended December 31,
1999, 1998 and 1997
Independent Auditors' Report of Deloitte & Touche LLP, Independent Auditors
33
34
(A)(2) FINANCIAL STATEMENT SCHEDULES:
None.
(A)(3) EXHIBITS:
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Distribution Agreement dated December 6, 1999 between Crane
and the Company. (Incorporated by reference from Exhibit No.
2.1 of Amendment No. 4 to the Company's Registration
Statement on Form 10 (File No. 1-14982) filed with the
Commission on December 6, 1999.)
2.2 Share Exchange Agreement dated October 19, 1999 among the
Rugby Group PLC, Crane and the Company. (Incorporated by
reference from Exhibit No. 2.2 to Amendment No. 1 to the
Company's Registration Statement on Form 10 (File No.
1-14982) filed with the Commission on October 29, 1999.)
3.1 Restated Certificate of Incorporation of the Company.
(Incorporated by reference from Exhibit 3.1 to the Company's
Registration Statement on Form 10 (File No. 1-14982) filed
with the Commission on September 21, 1999.)
3.2 Bylaws of the Company. (Incorporated by reference from
Amendment No. 4 to the Company's Registration Statement on
Form 10 (File No. 1-14982) filed with the Commission on
December 6, 1999.)
4.1 Rights Agreement dated December 6, 1999 between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent. (Filed herewith.)
4.2 Credit Agreement dated December 6, 1999 between the Company
and Bank One NA, as agent for the lenders named therein, and
the Lenders. (Incorporated by reference from Exhibit 4.1 to
the Company's Current Report on Form 8-K filed with the
Commission on December 22, 1999.)
4.3 Amendment No. 1 to Credit Agreement dated March 3, 2000.
(Filed herewith.)
4.4 Form of Revolving Loan Note dated December 16, 1999 in favor
of certain lenders. (Filed herewith.)
4.5 Schedule to Form of Revolving Loan Note dated December 16,
1999 in favor of certain lenders. (Filed herewith.)
4.6 Certificate of Designations of Series A Junior Participating
Preferred Stock of the Company. (Filed herewith.)
10.1 Tax Allocation Agreement by and between Crane and the
Company dated December 16, 1999. (Filed herewith.)
10.2 Employee Matters Agreement between Crane and the Company
dated December 16, 1999. (Filed herewith.)
*10.3 EVA Incentive Compensation Plan. (Filed herewith.)
*10.4 Form of Restricted Stock Agreement under the Company's EVA
Incentive Compensation Plan. (Filed herewith.)
*10.5 Non-Employee Director Restricted Stock Plan. (Incorporated
by reference from Exhibit 10.4 to Amendment No. 4 to the
Company's Registration Statement on Form 10 (File No.
1-14982) filed with the Commission on December 6, 1999.)
*10.6 Form of Stock Option Agreement under the Company's Stock
Incentive Plan. (Filed herewith.)
*10.7 Schedule to Stock Option Agreement under the Company's Stock
Incentive Plan. (Filed herewith.)
*10.8 Stock Incentive Plan. (Incorporated by reference from
Exhibit 10.5 to Amendment No. 4 to the Company's
Registration Statement on Form 10 (File No. 1-14982) filed
with the Commission on December 6, 1999.)
*10.9 Form of Indemnification Agreement for Executive Officers and
Directors. (Filed herewith.)
34
35
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.10 Schedule to Indemnification Agreement for Executive Officers
and Directors. (Filed herewith.)
*10.11 Employment/Severance Agreement between the Company and Barry
J. Kulpa dated October 18, 1999. (Incorporated by reference
from Exhibit 10.7 to Amendment No. 1 to the Company's
Registration Statement on Form 10 (File No. 1-14982) filed
with the Commission on October 29, 1999.)
*10.12 Form of Employment Agreement between the Company and certain
of its executive officers. (Filed herewith.)
*10.13 Schedule to Employment Agreement between the Company and
certain of its executive officers. (Filed herewith.)
10.14 Registration Rights Agreement by and between The Rugby Group
PLC and the Company dated December 16, 1999. (Filed
herewith.)
*10.15 Restricted Stock Agreement dated January 24, 2000 between
the Company and Barry J. Kulpa. (Filed herewith.)
*10.16 Restricted Stock Agreement dated December 17, 1999 between
the Company and Barry J. Kulpa. (Filed herewith.)
10.17 Restricted Stock Agreement dated December 17, 1999 between
the Company and Barry J. Kulpa. (Filed herewith.)
21.1 Subsidiaries of the Company. (Filed herewith.)
23.1 Consent of Deloitte & Touche LLP, independent certified
public accountants. (Filed herewith.)
27.1 Financial Data Schedule for the year ended December 31,
1999. (Filed herewith.)
- ---------------
* Management contract or compensatory plan or arrangement.
The registrant hereby agrees to furnish supplementally to the Commission,
upon request, a copy of any omitted schedule to any of the agreements contained
or incorporated by reference herein.
(B) REPORTS ON FORM 8-K:
The Company filed a Current Report on Form 8-K dated December 22, 1999,
which reported under Item 2 that the Company had been separated from Crane by
means of a tax-free spin-off to the shareholders of Crane and that, immediately
thereafter, Huttig completed the acquisition of Rugby USA, Inc. from The Rugby
Group PLC. The Current Report on Form 8-K filed on December 22, 1999, included
the following financial statements and notes thereto of Rugby USA, Inc.,
together with the report thereon of PriceWaterhouseCoopers LLP, which were
incorporated by reference to Amendment No. 4 to the Company's Registration
Statement on Form 10/A that became effective December 7, 1999:
Consolidated Balance Sheets at December 31, 1998 and 1997 and Unaudited
Consolidated Balance Sheet at September 30, 1999
Consolidated Statements of Operations and Retained Earnings/Accumulated
Deficit for the Years Ended December 31, 1998, 1997 and 1996 and Unaudited
Consolidated Statements of Operations and Retained Earnings/Accumulated
Deficit for the Nine Months Ended September 30, 1999 and 1998
Consolidated Statements of Cash Flows for the Years Ended December 31, 1998
and 1997 and Unaudited Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 1999 and 1998
The Current Report on Form 8-K filed on December 22, 1999 also included pro
forma financial information (and notes thereto) for the Company, including
Unaudited Pro Forma Condensed Combined Statements of Income for the year ended
December 31, 1998, and the nine months ended September 30, 1999, and Unaudited
Pro Forma Condensed Combined Balance Sheet on September 30, 1999.
35
36
(C) EXHIBITS
See (a)(3) above.
Copies of exhibits may be retrieved electronically at the Securities and
Exchange Commission's home page at www.sec.gov. Exhibits will also be furnished
at a charge of $.20 per page by writing to the Company, c/o Corporate Secretary,
Lakeview Center, Suite 400, 14500 South Outer Forty Road, Chesterfield, Missouri
63017.
(D) FINANCIAL STATEMENT SCHEDULES
See (a)(2) above.
36
37
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.
HUTTIG BUILDING PRODUCTS, INC.
By: /s/ GREGORY D. LAMBERT
----------------------------------
Gregory D. Lambert
Vice President, Administration,
Chief Financial Officer and
Secretary
Date: March 3, 2000
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ BARRY J. KULPA President and Chief Executive March 3, 2000
---------------------------------------- Officer (Principal Executive)
Barry J. Kulpa
/s/ GREGORY D. LAMBERT Vice President, Administration, March 3, 2000
---------------------------------------- Chief Financial Officer and
Gregory D. Lambert Secretary (Principal Financial
Officer)
/s/ CLIFFORD GORDON Controller (Principal Accounting March 3, 2000
---------------------------------------- Officer)
Clifford Gordon
/s/ E. THAYER BIGELOW, JR. Director March 3, 2000
----------------------------------------
E. T. Bigelow, Jr.
/s/ ALAN S. DURANT Director March 3, 2000
----------------------------------------
Alan S. Durant
/s/ R. S. EVANS Director March 3, 2000
----------------------------------------
R. S. Evans
/s/ R. S. FORTE Director March 3, 2000
----------------------------------------
R. S. Forte
/s/ DORSEY R. GARDNER Director March 3, 2000
----------------------------------------
Dorsey R. Gardner
/s/ B. J. KULPA Director March 3, 2000
----------------------------------------
Barry J. Kulpa
/s/ R. E. LAMBOURNE Director March 3, 2000
----------------------------------------
Robert E. Lambourne
/s/ JAMES L. L. TULLIS Director March 3, 2000
----------------------------------------
James L. L. Tullis
/s/ PETER L. YOUNG Director March 3, 2000
----------------------------------------
Peter L. Young
37
38
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Distribution Agreement dated December 6, 1999 between Crane
and the Company. (Incorporated by reference from Exhibit No.
2.1 of Amendment No. 4 to the Company's Registration
Statement on Form 10 (File No. 1-14982) filed with the
Commission on December 6, 1999.)
2.2 Share Exchange Agreement dated October 19, 1999 among the
Rugby Group PLC, Crane and the Company. (Incorporated by
reference from Exhibit No. 2.2 to Amendment No. 1 to the
Company's Registration Statement on Form 10 (File No.
1-14982) filed with the Commission on October 29, 1999.)
3.1 Restated Certificate of Incorporation of the Company.
(Incorporated by reference from Exhibit 3.1 to the Company's
Registration Statement on Form 10 (File No. 1-14982) filed
with the Commission on September 21, 1999.)
3.2 Bylaws of the Company. (Incorporated by reference from
Amendment No. 4 to the Company's Registration Statement on
Form 10 (File No. 1-14982) filed with the Commission on
December 6, 1999.)
4.1 Rights Agreement dated December 6, 1999 between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent. (Filed herewith.)
4.2 Credit Agreement dated December 6, 1999 between the Company
and Bank One NA, as agent for the lenders named therein, and
the Lenders. (Incorporated by reference from Exhibit 4.1 to
the Company's current report on Form 8-K filed with the
Commission on December 22, 1999.)
4.3 Amendment No. 1 to Credit Agreement dated March 3, 2000.
(Filed herewith.)
4.4 Form of Revolving Loan Note dated December 16, 1999 in favor
of certain lenders. (Filed herewith.)
4.5 Schedule to Form of Revolving Loan Note dated December 16,
1999 in favor of certain lenders. (Filed herewith.)
4.6 Certificate of Designations of Series A Junior Participating
Preferred Stock of the Company. (Filed herewith.)
10.1 Tax Allocation Agreement by and between Crane and the
Company dated December 16, 1999. (Filed herewith.)
10.2 Employee Matters Agreement between Crane and the Company
dated December 16, 1999. (Filed herewith.)
*10.3 EVA Incentive Compensation Plan. (Filed herewith.)
*10.4 Form of Restricted Stock Agreement under the Company's EVA
Incentive Compensation Plan. (Filed herewith.)
*10.5 Non-Employee Director Restricted Stock Plan. (Incorporated
by reference from Exhibit 10.4 to Amendment No. 4 to the
Company's Registration Statement on Form 10 (File No.
1-14982) filed with the Commission on December 6, 1999.)
*10.6 Form of Stock Option Agreement under the Company's Stock
Incentive Plan. (Filed herewith.)
*10.7 Schedule to Stock Option Agreement under the Company's Stock
Incentive Plan. (Filed herewith.)
*10.8 Stock Incentive Plan. (Incorporated by reference from
Exhibit 10.5 to Amendment No. 4 to the Company's
Registration Statement on Form 10 (File No. 1-14982) filed
with the Commission on December 6, 1999.)
*10.9 Form of Indemnification Agreement for Executive Officers and
Directors. (Filed herewith.)
10.10 Schedule to Indemnification Agreement for Executive Officers
and Directors. (Filed herewith.)
*10.11 Employment/Severance Agreement between the Company and Barry
J. Kulpa dated October 18, 1999. (Incorporated by reference
from Exhibit 10.7 to Amendment No. 1 to the Company's
Registration Statement on Form 10 (File No. 1-14982) filed
with the Commission on October 29, 1999.)
39
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
*10.12 Form of Employment Agreement between the Company and certain
of its executive officers. (Filed herewith.)
*10.13 Schedule to Employment Agreement between the Company and
certain of its executive officers. (Filed herewith.)
10.14 Registration Rights Agreement by and between The Rugby Group
PLC and the Company dated December 16, 1999. (Filed
herewith.)
*10.15 Restricted Stock Agreement dated January 24, 2000 between
the Company and Barry J. Kulpa. (Filed herewith.)
*10.16 Restricted Stock Agreement dated December 17, 1999 between
the Company and Barry J. Kulpa. (Filed herewith.)
10.17 Restricted Stock Agreement dated December 17, 1999 between
the Company and Barry J. Kulpa. (Filed herewith.)
21.1 Subsidiaries of the Company. (Filed herewith.)
23.1 Consent of Deloitte & Touche LLP, independent certified
public accountants. (Filed herewith.)
27.1 Financial Data Schedule for the year ended December 31,
1999. (Filed herewith.)
- ---------------
* Management contract or compensatory plan or arrangement.