-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L2QffUKdnJ9tPMulFS+16uUmn4mLsCQRbJZINUJz6eJLhb/NmTSlhESpPNMcmb6n 3jyeyJtPWGBLEo7zP2o/Gg== 0000950134-02-005781.txt : 20020515 0000950134-02-005781.hdr.sgml : 20020515 20020515172459 ACCESSION NUMBER: 0000950134-02-005781 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUTTIG BUILDING PRODUCTS INC CENTRAL INDEX KEY: 0001093082 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030] IRS NUMBER: 430334550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-14982 FILM NUMBER: 02653892 BUSINESS ADDRESS: STREET 1: 14500 S. OUTER FORTY RD STREET 2: SUITE 400 CITY: CHESTERFIELD STATE: MO ZIP: 63006-1041 BUSINESS PHONE: 3142162600 MAIL ADDRESS: STREET 1: PO BOX 1041 CITY: CHESTERFIELD STATE: MO ZIP: 63006-1041 10-Q 1 c69561e10-q.txt FORM 10-Q FOR QUARTER ENDING MARCH 31, 2002 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002 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 (I.R.S. EMPLOYER IDENTIFICATION INCORPORATION NO.) OR ORGANIZATION) LAKEVIEW CENTER, SUITE 400 14500 SOUTH OUTER FORTY ROAD CHESTERFIELD, MISSOURI 63017 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (314) 216-2600 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X] No [ ] The number of shares of Common Stock outstanding on March 31, 2002 was 19,723,095 shares. PART I. FINANCIAL INFORMATION PAGE NO. -------- Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 2002 (unaudited) and December 31, 2001............................ 3-4 Consolidated Statements of Operations for the three months ended March 31, 2002 and 2001 (unaudited).......... 5 Consolidated Statements of Changes in Shareholders' Equity for the three months ended March 31, 2002 and 2001 (unaudited)..................................................................... 6 Consolidated Statements of Cash Flows for the three months ended March 31, 2002 and 2001 (unaudited).......... 7 Notes to Consolidated Financial Statements (unaudited)........................................................ 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......................... 11 Item 3. Quantitative and Qualitative Disclosures about Market Risk.................................................... 15 PART II. OTHER INFORMATION Item 1. Legal Proceedings ............................................................................................ 16 Item 6. Exhibits and Reports on Form 8-K.............................................................................. 16
2 HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Millions)
March 31, December 31, 2002 2001 -------- -------- (unaudited) ASSETS CURRENT ASSETS: Cash and equivalents $ 3.3 $ 5.6 Trade accounts receivable, net 95.0 74.0 Inventories, net 86.2 70.1 Other current assets 7.6 9.5 -------- -------- Total current assets 192.1 159.2 -------- -------- PROPERTY, PLANT AND EQUIPMENT: At cost: Land 6.7 6.7 Building and improvements 34.2 35.0 Machinery and equipment 36.1 36.4 -------- -------- Gross property, plant and equipment 77.0 78.1 Less accumulated depreciation 36.7 36.6 -------- -------- Property, plant and equipment, net 40.3 41.5 -------- -------- OTHER ASSETS: Goodwill 34.3 34.3 Other 4.3 4.1 Deferred income taxes 6.4 7.2 -------- -------- Total other assets 45.0 45.6 -------- -------- TOTAL ASSETS $ 277.4 $ 246.3 ======== ========
see notes to consolidated financial statements 3 HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Millions, Except Share and Per Share Data)
March 31, December 31, 2002 2001 ----------- ----------- (unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of debt $ 0.8 $ 0.9 Trade accounts payable 88.7 64.5 Deferred income taxes 2.2 1.3 Accrued compensation 5.6 7.3 Other accrued liabilities 11.3 13.5 -------- -------- Total current liabilities 108.6 87.5 -------- -------- NON-CURRENT LIABILITIES: Debt 83.8 72.7 Fair value of derivative instruments 3.5 4.5 Other non-current liabilities 2.3 2.5 -------- -------- Total non-current liabilities 89.6 79.7 -------- -------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Preferred shares; $.01 par (5,000,000 shares authorized) -- -- Common shares; at March 31, 2002 - $.01 par (50,000,000 shares authorized - 19,723,095 shares issued); at December 31, 2001 - $.01 par (50,000,000 shares authorized - 19,645,893 shares issued) 0.2 0.2 Additional paid-in capital on common stock 33.2 33.4 Retained earnings 54.2 54.8 Unearned compensation - restricted stock (0.5) (0.4) Accumulated other comprehensive loss (1.2) (1.7) Less: Treasury shares at cost (1,173,050 shares at March 31, 2002 and 1,250,252 shares at December 31, 2001) (6.7) (7.2) -------- -------- Total shareholders' equity 79.2 79.1 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 277.4 $ 246.3 ======== ========
see notes to consolidated financial statements 4 HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 (UNAUDITED) (In Millions, Except Per Share Amounts)
Three Months Ended March 31, 2002 2001 --------- --------- NET SALES $ 215.6 $ 217.6 COST OF SALES AND OPERATING EXPENSES: Cost of sales 173.4 172.3 Operating expenses 40.2 40.4 Depreciation and amortization 1.4 2.0 Gain on disposal of capital assets (0.2) -- --------- --------- Total cost of sales and operating expenses 214.8 214.7 --------- --------- OPERATING PROFIT 0.8 2.9 --------- --------- OTHER EXPENSE: Interest expense (2.2) (2.5) Unrealized gain (loss) on derivatives 0.4 (0.6) --------- --------- Total other expense (1.8) (3.1) LOSS BEFORE TAXES (1.0) (0.2) PROVISION FOR INCOME TAXES (0.4) (0.1) ========== ========== NET LOSS $ (0.6) $ (0.1) ========== ========== NET LOSS PER BASIC SHARE $ (0.03) $ (0.01) ========== ========= WEIGHTED AVERAGE BASIC SHARES OUTSTANDING 19.7 20.6 NET LOSS PER DILUTED SHARE $ (0.03) $ (0.01) ========== ========= WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING 19.7 20.6
see notes to consolidated financial statements 5 HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (UNAUDITED) (In Millions) Common Shares Additional Unearned Outstanding, Paid-In Retained Compensation- at Par Value Capital Earnings Restricted Stock ---------------------------------------------------------------------------- Balance at January 1, 2001 $ 0.2 $ 33.2 $ 49.1 $ (0.4) Net loss (0.1) FMV adjustment of derivatives, net of tax --------------- Comprehensive loss (0.1) Restricted stock issued, net of amortization expense 0.2 (0.1) Treasury stock purchases --------------------------------------------------------------------------- Balance at March 31, 2001 $ 0.2 $ 33.4 $ 49.0 $ (0.5) =========================================================================== Balance at January 1, 2002 $ 0.2 $ 33.4 $ 54.8 $ (0.4) Net loss (0.6) FMV adjustment of derivatives, net of tax --------------- Comprehensive income (loss) (0.6) Restricted stock issued, net of amortization expense (0.1) Stock options exercised (0.2) Treasury stock purchases --------------------------------------------------------------------------- Balance at March 31, 2002 $ 0.2 $ 33.2 $ 54.2 $ (0.5) ===========================================================================
Accumulated Other Treasury Total Comprehensive Shares, Shareholders' Loss at Cost Equity -------------------------------------------------------- Balance at January 1, 2001 $ - $ (1.1) $ 81.0 Net loss (0.1) FMV adjustment of derivatives, net of tax (1.9) (1.9) ------------------- --------------- Comprehensive income (loss) (1.9) (2.0) Restricted stock issued, net of amortization expense 0.1 Treasury stock purchases (0.2) (0.2) -------------------------------------------------------- Balance at March 31, 2001 $ (1.9) $ (1.3) $ 78.9 ======================================================== Balance at January 1, 2002 $ (1.7) $ (7.2) $ 79.1 Net loss (0.6) FMV adjustment of derivatives, net of tax 0.5 0.5 ----------------------- ----------- Comprehensive income (loss) 0.5 (0.1) Restricted stock issued, net of amortization expense 0.1 - Stock options exercised 0.7 0.5 Treasury stock purchases (0.3) (0.3) -------------------------------------------------------- Balance at March 31, 2002 $ (1.2) $ (6.7) $ 79.2 ========================================================
see notes to consolidated financial statements 6 HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In Millions)
Three Months Ended March 31, 2002 2001 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (0.6) $ (0.1) Gain on disposal of capital assets (0.2) -- Depreciation and amortization 1.7 2.3 Deferred income taxes 1.3 0.3 Unrealized (gain) loss on derivatives, net (0.2) 0.9 Accrued postretirement benefits (0.1) (0.1) Changes in operating assets and liabilities (exclusive of acquisitions): Trade accounts receivable (21.0) (17.5) Inventories (16.1) (4.7) Other current assets 1.9 1.6 Trade accounts payable 24.2 9.6 Accrued liabilities (3.9) (5.9) Other (0.6) (0.6) ------- ------- Total cash from operating activities (13.6) (14.2) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (0.7) (0.9) Proceeds from disposition of capital assets 0.7 -- Cash used for acquisitions -- (1.2) ------- ------- Total cash from investing activities -- (2.1) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt (0.1) -- Borrowing of revolving credit agreement 11.2 19.4 Proceeds from exercise of stock options 0.5 -- Purchase of treasury stock (0.3) (0.2) ------- ------- Total cash from financing activities 11.3 19.2 ------- ------- NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS (2.3) 2.9 CASH AND EQUIVALENTS, BEGINNING OF PERIOD 5.6 3.6 ------- ------- CASH AND EQUIVALENTS, END OF PERIOD $ 3.3 $ 6.5 ======= ======= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid $ 1.8 $ 1.8 ======= ======= Income taxes (received) paid $ (0.6) $ 0.2 ======= =======
see notes to consolidated financial statements 7 HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (In Millions) 1. BASIS OF PRESENTATION The consolidated financial statements included herein have been prepared by Huttig Building Products, Inc. (the "Company" or "Huttig") on a consolidated basis, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The Company believes that the disclosures are adequate to make the information presented not misleading. It is recommended that these consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's latest Annual Report on Form 10-K. This financial information reflects, in the opinion of management, all adjustments necessary to present fairly, consisting of normal recurring items, the results for the interim periods presented. Certain amounts in the prior period consolidated financial statements have been reclassified to be consistent with the current period's presentation. The consolidated results of operations and resulting cash flows for the interim periods presented are not necessarily indicative of the results that might be expected for the full year. Due to the seasonal nature of Huttig's business, profitability is usually lower in the Company's first and fourth quarters than in the second and third quarters. 2. RESTRUCTURING ACTIVITY During the fourth quarter of 2001, the Company recorded $3.2 million of restructuring charges related to the closure of several historically under-performing branches, of which $1.1 million was included in costs of sales for the write-down of inventory to realizable value. Other components of the charge were $0.8 million for severance related costs and $1.3 million for facility and other shutdown-related costs. Included in amounts charged against this restructuring reserve in 2001 were $0.5 million for inventory losses and $0.3 million for facility and other shutdown-related costs. During the first quarter of 2002, approximately $0.3 million was charged against the reserve for inventory losses, $0.3 million for severance, and $0.5 million for facility and other shutdown costs. As of March 31, 2002 approximately $1.3 million of the restructuring reserve remains, the components of which are $0.3 million for inventory, $0.5 million for severance and $0.5 million for facility and other shutdown-related costs. The Company expects to substantially utilize the remaining reserve by the end of 2002. During the fourth quarter of 2000, the Company recorded $2.1 million as a restructuring charge related to the termination of Huttig's distribution agreement with Andersen Windows and Doors, of which $0.8 million was included in cost of sales. The charge related to inventory impairment and downsizing of branch operations that previously distributed Andersen products. Approximately $1.0 million was charged against this reserve during the fourth quarter of 2000, leaving a balance of $1.1 million at December 31, 2000. During the first quarter of 2001, $0.4 million was charged against this reserve, which included $0.2 million for inventory impairment. 3. DEBT Debt consisted of the following at March 31, 2002 and December 31, 2001:
March 31, December 31, 2002 2001 ------------ ------------ Revolving credit agreement $ 81.0 $ 69.8 Capital lease obligations 3.6 3.8 ------------ ------------ Total debt 84.6 73.6 Less: current portion 0.8 0.9 ------------ ------------ Long-term debt $ 83.8 $ 72.7 ============ ============
8 At March 31, 2002, the Company had three interest rate swap agreements with a total notional principal amount of $80.0 million. These swap agreements, in conjunction with the revolving credit facility, currently provide for a fixed weighted average rate of 8.9% on $80.0 million of the Company's revolving credit borrowings. The interest rate on the remainder of the committed outstanding borrowings under the revolving credit agreement is equal to a floating rate of LIBOR (generally 30, 60 or 90-day LIBOR rate) plus 175 basis points. When actual borrowings under the revolving credit agreement are less than the notional amount of the interest rate swaps, the Company incurs an expense equal to the difference between $80.0 million and the actual amount borrowed, times the difference between the fixed rate on the interest rate swap agreement and the 90-day LIBOR rate. Provisions of the secured revolving credit facility 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. They also contain covenants that require the Company to attain certain financial ratios in regards to leverage (3 to 1 ratio of net debt to consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA")) and interest expense coverage (2 to 1 ratio of consolidated EBITDA less capital expenditures to consolidated cash interest expense) and maintain minimum consolidated net worth (as defined in the credit agreement). The Company is currently in full compliance with each of the applicable financial covenants under its credit facility. The financial results in the near term may vary from those required by its credit facility as a result of the risks that Huttig faces in its business. The Company believes that cash generated from operations and funds available under the credit facility will provide sufficient funds to meet is currently anticipated liquidity and capital expenditure requirements. Huttig can give no assurance, however, that it will be able to achieve sufficient EBITDA or other financial results required by the financial covenants. If the Company was unable to comply with these financial covenants, lenders would have the right, but not the obligation, to accelerate the repayment of the entire amount outstanding under the credit facility. In the event of any covenant violation under the credit facility, Huttig believes that, based upon its relationships with its lenders, it would be able to amend its credit facility, obtain a waiver from its lenders or obtain alternative financing to meet its requirements; however, Huttig can give no assurance that it would be able to do so. The credit facility expires in April 2003 and the Company plans to renegotiate the facility prior to year-end. 4. DERIVATIVES AND INTEREST RATE RISK MANAGEMENT The Company holds three interest rate swap agreements, with a total notional amount of $80.0 million, that are used to hedge interest rate risks related to its variable rate borrowings. Two of the interest rate swap agreements, with notional amounts totaling $42.5 million, which management believes are economic hedges and mitigate exposure to fluctuations in variable interest rates, do not qualify as hedges for accounting purposes. The remaining interest rate swap, with a notional amount of $37.5 million, is accounted for as a cash flow hedge. For the three months ended March 31, 2002, a total unrealized gain on derivatives of $0.4 million was recorded after operating profit. This includes $0.2 million of expense that was amortized from Other Comprehensive Income ("OCI") and $0.6 million of an unrealized gain related to the change in fair value on the two interest rate swaps that do not qualify as hedges for accounting purposes. The interest rate swap that is designated as a cash flow hedge was determined to be highly effective and substantially all of the change in the fair value was charged to OCI. There is no impact on cash flow as a result of the accounting treatment required by SFAS No. 133 for the three interest rate swap agreements. 5. COMMITMENTS AND CONTINGENCIES In March 2002, the Company agreed to settle one of three asbestos-related product liability lawsuits pending against it and recorded a reserve of $0.9 million for the settlement and related legal costs. The Company has filed a lawsuit against The Rugby Group Ltd. (its principal stockholder) and Rugby IPD Corp., a subsidiary of The Rugby Group Ltd., alleging that they have breached their contractual obligations to indemnify and defend Huttig against liabilities and claims arising out of a business that was acquired by Rugby Building Products, Inc. in 1994. While Huttig continues to believe that the factual allegations and legal claims asserted against Huttig in the remaining complaints are without merit, there can be no assurance at this time that Huttig will recover any of its costs relating to these claims from insurance carriers or from Rugby Group or that such costs will not have a materiel adverse effect on Huttig's business or financial condition. 6. NEW ACCOUNTING PRONOUNCEMENTS The Company adopted SFAS No. 142, Goodwill and Other Intangible Assets, effective January 1, 2002. Under SFAS No. 142, goodwill is no longer amortized but is reviewed for impairment annually, or more frequently if certain indicators arise. In addition, the statement requires reassessment of the useful lives of previously recognized intangible assets. The statement prescribes a two-step process for impairment testing of goodwill. The first step, required to be completed by June 30, 2002, screens for impairment; while the second step (if necessary) required to be completed by December 31, 2002, measures the impairment. The Company is in the process of completing the first step of the impairment analysis and at this time cannot determine the impact on its consolidated financial statements. With the adoption of the statement, the Company ceased amortization of goodwill as of January 1, 2002. The following table presents the quarterly results of the Company on a comparable basis (in millions, except per share amounts):
Three Months Ended March 31, ---------------------------- 2002 2001 ------ ------- NET (LOSS) INCOME: Reported net loss $ (0.6) $ (0.1) Goodwill amortization (net of tax) - 0.4 ------ ------ Adjusted net (loss) income $ (0.6) $ 0.3 ====== ====== BASIC (LOSS) INCOME PER SHARE: Reported net loss $(0.03) $(0.01) Goodwill amortization (net of tax) - 0.02 ------ ------ Adjusted net (loss) income $(0.03) $ 0.01 ====== ====== DILUTED (LOSS) INCOME PER SHARE: Reported net loss $(0.03) $(0.01) Goodwill amortization (net of tax) - 0.02 ------ ------ Adjusted net (loss) income $(0.03) $ 0.01 ====== ======
The following table reflects the components of amortized intangible assets, excluding goodwill (in millions):
March 31, 2002 December 31, 2001 ----------------- ------------------ Gross Gross Carrying Accum. Carrying Accum. Amount Amort. Amount Amort. -------- ------ -------- ------ Amortized Intangible Assets Non-compete agreements $3.5 $2.9 $3.5 $2.8 Trademarks 1.4 0.4 1.4 0.4 ---- ---- ---- ---- Total $4.9 $3.3 $4.9 $3.2 ==== ==== ==== ====
Amortization expense on intangible assets was $0.1 million and $0.1 million for the quarters ended March 31, 2002 and 2001, respectively. The following table sets forth the estimated amortization expense on intangible assets for the fiscal years ending December 31, (in millions): $0.5 0.3 0.1 0.1 0.1 In October 2001, the Financial Accounting Standards Board issued SFAS No. 144, Accounting for the Impairment of Disposal of Long-lived Assets. This statement establishes a single accounting model for the impairment or disposal of long-lived assets and broadens the presentation of discontinued operations. The Company adopted this statement in the first quarter of 2002 and the adoption did not have a material impact on its consolidated financial statements. 9 7. NET LOSS PER SHARE The following table sets forth the computation of net loss per basic and diluted share (net loss amounts in millions, share amounts in thousands, per share amounts in dollars): Three Months Ended March 31, 2002 2001 ------- ------- Net loss (numerator) $ (0.6) $ (0.1) Weighted average number of basic shares outstanding (denominator) 19,676 20,598 ------- ------- Net loss per basic share $ (0.03) $ (0.01) ======= ======= Weighted average number of basic shares outstanding 19,676 20,598 Common stock equivalents for diluted common shares outstanding -- -- ------- ------- Weighted average number of diluted shares outstanding (denominator) 19,676 20,598 ------- ------- Net loss per diluted share $ (0.03) $ (0.01) ======= =======
10 ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Huttig Building Products, Inc. is one of the largest domestic distributors of building materials that are used principally in new residential construction and in home improvement, remodeling and repair work. We distribute our products through 57 distribution centers serving 46 states, principally to building materials dealers, who, in turn, supply the end-user, directly to professional builders and large contractors, home centers, national buying groups and industrial and manufactured housing builders. Our American Pine Products manufacturing facility, located in Prineville, Oregon, produces softwood mouldings. Approximately 38% of American Pine's sales were to Huttig's distribution centers in the three months ended March 31, 2002. The following table sets forth our net sales, by product classification as a percentage of total net sales, for the three months ended March 31, 2002 and 2001:
Three Months Ended March 31, 2002 2001 ----- ----- Doors 34% 38% Specialty Building Materials 27% 32% Lumber & Other Commodity 22% 13% Moulding 11% 11% Windows 6% 6% ----- ----- Total Net Product Sales 100% 100%
We strive to increase shareholder value by pursuing the following business strategies: - - expanding product lines and adding higher margin products; - - focusing on providing efficient, high quality customer service through the deployment of information technology and implementation of industry best practices; - - simplifying our business processes to make it easier for our customers and vendors to do business with us; - - leveraging our size to negotiate better pricing, delivery and service terms with our suppliers; - - achieving operating efficiencies by consolidating administrative systems across the company; and - - pursuing opportunities to expand our product lines, service and delivery capabilities and geographic reach through acquisitions. We believe we have the product offerings, warehouse and builder support facilities, personnel, systems infrastructure and financial and competitive resources necessary for continued business success. Our future revenues, costs and profitability, however, are all influenced by a number of factors, including those discussed under "Cautionary Statement" below. CRITICAL ACCOUNTING POLICIES We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the U.S., which require management to make estimates and assumptions. Management bases these estimates and assumptions on historical results and known trends as well as our forecasts as to how these might change in the future. Actual results could differ from these estimates and assumptions. In addition to items discussed in our Annual Report on form 10-K in Part II, Item 7 -- "Critical Accounting Policies", we believe that of our significant accounting policies, the following accounting policy may involve a higher degree of judgment and complexity. Contingencies - We accrue expenses when it is probable that an asset has been impaired or a liability has been incurred and the amount can be reasonably estimated. Contingencies for which we have made accruals include environmental, product liability and other legal matters, none of which are expected to have a material adverse effect on our financial position or cash flow. It is possible, however, future results of operations for any particular quarter or annual period could be materially affected by changes in assumptions related to these matters. We accrue our best estimate of the cost of resolution of these matters and make adjustments to the amounts accrued as circumstances change. 11 RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001 Net sales for the three months ended March 31, 2002 were $215.6 million, a 1.0% decrease from the first quarter of 2001 when sales were $217.6 million. Excluding sales attributable to branches that were closed, same branch net sales increased 4.0% or $7.7 million over the same period from the prior year. This increase is estimated to consist of $5.6 million of volume increases in the Northeast and Southeast portions of the country and $2.1 million attributable to inflation in the commodity wood market. The effect of the same-branch sales increases on total net sales in the first quarter was offset by the loss of $6.4 million of branches that were closed during the first quarter of 2001 and by having one less shipping day in 2002 versus 2001, which impacted sales by approximately $3.3 million. Gross profit decreased $3.1 million to $42.2 million in the first quarter of 2002 from $45.3 million in the same period from 2001 and as a percentage of sales was 19.6% versus 20.8% for the periods ending March 31, 2002 and 2001, respectively. The decrease in gross profit percentage resulted from a change in product sales mix, a shift in regional sales mix, and additional pricing pressures seen with current market conditions. Net door and specialty building materials sales decreased as a percentage of total sales while lumber and other commodity net sales increased as a percentage of sales. Door and specialty building materials have historically higher margins than lumber. Operating expenses were $40.2 million in the first quarter of 2002 compared to $40.4 million in the first quarter of 2001. The decrease is primarily due to $2.1 million of cost savings from closed branches and $0.2 million lower bad debt provision. The decrease is partially offset by increased compensation and contract labor costs at the on-going facilities of $1.2 million and an increase in reserves of $0.9 million for costs relating to the settlement and legal expenses of an asbestos-related product liability lawsuit. See Part II, Item 1 - "Legal Proceedings". Depreciation and amortization was $1.4 million in the first quarter of 2002, which is $0.6 million lower than the same period in the prior year. The decrease is due to goodwill no longer being amortized in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. For the three months ended March 31, 2001, we amortized $0.6 million of goodwill. Gains on disposal of assets were $0.2 million for the quarter ended March 31, 2002, for the sale of a previously closed facility. There were no gains or losses on asset disposals in the first quarter of 2001. Net interest expense decreased to $2.2 million in the first quarter of 2002 from $2.5 million in the same period of 2001. Our average outstanding total debt decreased $8.4 million compared to the same period of the prior year, reducing our interest expense. Unrealized gain on derivatives of $0.4 million was recorded in the first quarter of 2002 versus a $0.6 million loss a year ago. The gain related to a $0.6 million change in the fair value on two interest rate swaps that do not qualify as hedges for accounting purposes partially offset by $0.2 million of expense amortized from Other Comprehensive Income established upon the adoption of SFAS No. 133 in 2001. As a result of the foregoing factors, pretax loss increased by $0.8 million to $1.0 million. Income taxes were provided at an effective rate of 38% for the quarters ended March 31, 2002 and 2001. LIQUIDITY AND CAPITAL RESOURCES We depend on cash flow from operations and funds available under our secured credit facility to finance seasonal working capital needs, capital expenditures and acquisitions. Our working capital requirements are generally greatest in the second and third quarters, which reflects the seasonal nature of our business. The second and third quarters are typically our strongest operating quarters, largely due to more favorable weather throughout many of our markets compared to the first and fourth quarters. We typically generate cash from working capital reductions in the fourth quarter of the year and build working capital during the first quarter in preparation for our second and third quarters. We measure our working capital as the sum of net trade accounts receivable, net FIFO inventories and trade accounts payable. At March 31, 2002 and 2001, and December 31, 2001, our working capital was as follows: 12
March 31, ------------------- December 31, 2002 2001 2001 ------ ------ ------------ Trade accounts receivable, net $ 95.0 $ 94.0 $ 74.0 Inventories, net 94.1 87.8 78.0 Trade accounts payable (88.7) (69.0) (64.5) ------ ------ ------------ Working capital 100.4 112.8 87.5 Working capital as a % of annualized quarterly sales 11.6% 13.0% 9.9% Average inventory turns 6.2 6.3 6.9
In the first quarter of 2002, changes in operating assets and liabilities used $15.5 million in cash from operating activities due primarily to increases in trade accounts receivable and inventories offset by increases in trade accounts payable. Changes in operating assets and liabilities in the first quarter of 2001 used $17.5 million in cash from operating activities from increases in the same accounts. Cash used in investing activities for the first quarter of 2002 reflects $0.7 million of capital expenditures for normal operating activities. These expenditures were offset by $0.7 million of proceeds on disposals of assets from two previously closed facilities. In 2001, $0.9 million was used in capital expenditures along with $1.2 million to purchase the assets from Monarch Manufacturing, In. in Baltimore, Maryland and Hope Lumber and Supply Corporation in Kansas City, Missouri. Cash provided from financing activities for both 2002 and 2001 primarily reflects borrowings under our revolving credit facility of $11.2 million and $19.4 million, respectively. We have a $200.0 million secured revolving credit facility with Chase Manhattan Bank as agent. At March 31, 2002, we had three interest rate swap agreements having a total notional amount of principal of $80.0 million outstanding. These swap agreements, in combination with the revolving credit agreement, effectively provide for a fixed weighted average rate of 8.9% on $80.0 million of our outstanding revolving credit borrowings. The interest rate on the remainder of the committed outstanding borrowings under the revolving credit agreement is a floating rate equal to LIBOR plus 175 basis points. Provisions of the secured revolving credit facility contain various covenants which, among other things, limit our ability to incur indebtedness, incur liens, declare or pay dividends or make restricted payments, consolidate, merge or sell assets. They also contain covenants that require us to attain certain financial ratios in regards to leverage (3 to 1 ratio of net debt to consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA")) and interest expense coverage (2 to 1 ratio of consolidated EBITDA less capital expenditures to consolidated cash interest expense) and maintain minimum consolidated net worth (as defined in the credit agreement). We are currently in full compliance with each of the applicable financial covenants under our credit facility. Our financial results in the near term may vary from those required by our credit facility as a result of the risks we face in our business, including those that may prevent us from achieving the levels of EBITDA required under our credit facility. We believe that cash generated from operations and funds available under our credit facility will provide sufficient funds to meet our currently anticipated liquidity and capital expenditure requirements. We can give no assurance, however, that we will be able to achieve sufficient EBITDA or other financial results required by our financial covenants. If we were unable to comply with these financial covenants, our lenders would have the right, but not the obligation, to accelerate the repayment of the entire amount outstanding under the credit facility. In the event of any covenant violation under our credit facility, we believe that, based upon our relationships with our lenders, we would be able to amend our credit facility, obtain a waiver from our lenders or obtain alternative financing to meet our requirements; however, we can give no assurance that we would be able to do so. Our credit facility expires in April 2003 and we plan to renegotiate the facility prior to year-end. RESTRUCTURING ACTIVITIES During the fourth quarter of 2001, we recorded $3.2 million of restructuring charges related to the closure of several historically under-performing branches, of which $1.1 million was included in costs of sales for the write-down of inventory to realizable value. Other components of the charge were $0.8 million for severance related costs and $1.3 million for facility and other shutdown-related costs. Included in amounts charged against this restructuring reserve in 2001 were $0.5 million for inventory losses and $0.3 million for facility and other shutdown-related costs. During the first quarter of 2002, approximately $0.3 million was charged against the reserve for inventory losses, $0.3 million for severance, and $0.5 million for facility and other shutdown costs. As of March 31, 2002 approximately $1.3 million of the restructuring reserve remains, the components of which are $0.3 million for inventory, $0.5 million for severance and $0.5 million for facility and other shutdown-related costs. We expect to substantially utilize the remaining reserve by the end of 2002. During the fourth quarter of 2000, we recorded $2.1 million as a restructuring charge related to the termination of Huttig's distribution agreement with Andersen Windows and Doors, of which $0.8 million was included in cost of sales. The charge related to inventory impairment and downsizing of branch operations that previously distributed Andersen products. Approximately $1.0 million was charged against this reserve during the fourth quarter of 2000, leaving a balance of $1.1 million at December 31, 2000. During the first quarter of 2001, $0.4 million was charged against this reserve, which included $0.2 million for inventory impairment. NEW ACCOUNTING PRONOUNCEMENTS We adopted SFAS No. 142, Goodwill and Other Intangible Assets, effective January 1, 2002. Under SFAS No. 142, goodwill is no longer amortized but is reviewed for impairment annually, or more frequently if certain indicators arise. In addition, the statement requires reassessment of the useful lives of previously recognized intangible assets. The statement prescribes a two-step process for impairment testing of goodwill. The first step, required to be completed by June 30, 2002, screens for impairment; while the second step (if necessary) required to be completed by December 31, 2002, measures the impairment. We are in the process of completing the first step of the impairment analysis and at this time cannot determine the impact on our consolidated financial statements. Goodwill amortization for the three months ended March 31, 2001 was $0.6 million. In October 2001, the Financial Accounting Standards Board issued SFAS No. 144, Accounting for the Impairment of Disposal of Long-lived Assets. This statement establishes a single accounting model for the impairment or disposal of long-lived assets and broadens the presentation of discontinued operations. We adopted this statement in the first quarter of 2002 and the adoption did not have a material impact on our consolidated financial statements. 13 CYCLICALITY AND SEASONALITY Our sales depend heavily on the strength of 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 our control. Some of these factors include interest rates, employment levels, availability of credit, prices of commodity wood products and consumer confidence. Future downturns in the markets that we serve or in the economy generally could have a material adverse effect on our operating results and financial condition. Reduced levels of construction activity may result in intense price competition among building materials suppliers, which may adversely affect our gross margins. Our first quarter revenues and, to a lesser extent, our fourth quarter revenues 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 our overhead and expense remains relatively fixed throughout the year, our profits also tend to be lower during the first and fourth quarters. ENVIRONMENTAL REGULATION We are subject to federal, state and local environmental protection laws and regulations. We can give no assurance that future environmental liabilities will not have a material adverse effect on our financial condition or results of operations. We have been identified as a potentially responsible party in connection with the clean up of contamination at a formerly owned property in Montana. We are voluntarily remediating this property under the oversight of the Montana Department of Environmental Quality ("DEQ"). When the state agency issues its final risk assessment of this property, we will conduct a feasibility study to evaluate alternatives for cleanup, including continuation of our remediation measures already in place. The DEQ then will select a final remedy, publish a record of decision and negotiate with us for an administrative order of consent on the implementation of the final remedy. We currently believe that this process may take several more years to complete and intend to continue monitoring and remediating the site, evaluating cleanup alternatives and reporting regularly to the DEQ during this interim period. Based on our experience to date in remediating this site, we do not believe that the scope of remediation that the DEQ ultimately determines will have a material adverse effect on our results of operations or financial condition. Until the DEQ selects a final remedy, however, we can give no assurance as to the scope or cost to us of the final remediation order. In addition, some of our current and former distribution centers are located in areas of current or former industrial activity where environmental contamination may have occurred, and for which we, among others, could be held responsible. We currently believe, but can give no assurance, that there are no material environmental liabilities at any of our distribution center locations. CAUTIONARY STATEMENT Certain statements in this Form 10-Q contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements present management's expectations, beliefs, plans and objectives regarding our future business and financial performance. These forward-looking statements are based on current projections, estimates, assumptions and judgments, and involve known and unknown risks and uncertainties. There are a number of factors that could cause our actual results to differ materially from those expressed or implied in the forward-looking statements. These factors include, but are not limited to, the following: - - the strength of the national and local new residential construction and home improvement and remodeling markets, which in turn depend on factors such as - interest rates, - employment levels, - availability of credit, - prices of commodity wood products, - consumer confidence and - adverse weather conditions, - - the level of competition in our industry, - - our relationships with suppliers of the products we distribute, - - costs of complying with environmental laws and regulations and - - our exposure to product liability claims - - our ability to comply with financial covenants under the credit facility. Additional information concerning these and other factors that could materially affect our results of operations and financial condition are included in our most recent Annual Report on Form 10-K. We disclaim any obligation to publicly update or revise any of these forward-looking statements. 14 ITEM 3 -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Huttig has exposure to market risk as it relates to effects of changes in interest rates. We had debt outstanding at March 31, 2002 under our revolving credit agreement of $81.0 million. Also at March 31, 2002, we had three interest rate swap agreements having a total notional principal amount of $80.0 million. These swap agreements in combination with the terms of our revolving credit agreement, effectively provide for a fixed weighted average rate of 8.9% on $80.0 million of our outstanding borrowings. The interest rate on the remainder of the committed outstanding borrowings under the revolving credit agreement is a floating rate equal to LIBOR plus 175 basis points. When actual borrowings under the revolving credit agreement are less than the notional amount of the interest rate swaps, we incur an expense equal to the difference between $80.0 million and the actual amount borrowed, times the difference between the fixed rate on the interest rate swap agreement and the 90-day LIBOR rate. We have three interest rate swap agreements which provide for fixed interest rates on $80.0 million of our outstanding borrowings. Under the accounting treatment prescribed by SFAS No. 133, our liabilities include the fair value of these swaps of $3.5 million and shareholders' equity includes $1.2 million, net of tax, which is recorded as other comprehensive income. Included in income for the quarter ended March 31, 2002, after profit from operations, is $0.4 million of an unrealized gain related to the portion of our swap agreements, which do not qualify for hedge accounting treatment according to the SFAS No. 133 criteria. This unrealized gain resulted in a increase to earnings per share of $0.01 in the three month period ending March 31, 2002. There is no impact on cash flow as a result of the accounting treatment required by SFAS No. 133. Effective January 1, 2002, we entered into a price swap agreement to purchase specified levels of heating oil on a monthly basis at a fixed price, in an effort to hedge the cost of our diesel fuel consumption for our delivery fleet. We have accounted for this contract as a cash flow hedge in accordance with SFAS No. 133 and there was no material impact to our consolidated financial statements during the first quarter. We are subject to periodic fluctuations in the price of wood commodities. Profitability is influenced by these changes as prices change between the time we buy and sell the wood. In addition, to the extent changes in interest rates affect the housing and remodeling market, we would be affected by such changes. 15 PART II -- OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS Reference is made to Part I, Item 3, in our Annual Report on Form 10-K for the year ended December 31, 2001 for a description of the following and other legal proceedings. We are one of many defendants in three pending actions filed in California state court by three separate claimants against manufacturers, building materials distributors and retailers, and other defendants by individuals alleging that they have suffered personal injury as a result of exposure to asbestos-containing products. The plaintiffs in these cases seek unspecified damages and allege that they were exposed to asbestos contained in products distributed by a business acquired in 1994 by Rugby Building Products, Inc. In March 2002, we agreed in principle to the settlement of one of these actions, for which we increased our reserves by $0.9 million for costs of the settlement and legal expenses relating to this action. On April 19, 2002, we filed suit in New York state court seeking damages for breach of contract as well as declaratory relief against The Rugby Group Limited, our principal stockholder, and Rugby IPD Corp., its wholly owned subsidiary. In our lawsuit, we seek to recover sums we have spent to defend and, with respect to one of the lawsuits, settle these asbestos lawsuits, as well as a declaratory judgment that Rugby Group and Rugby IPD indemnify and defend us for these lawsuits and any similarly situated claims that may be asserted against us in the future. We believe we are entitled to this relief under the terms of the transaction pursuant to which we acquired the stock of Rugby USA, Inc., the parent of Rugby Building Products, Inc., in December 1999. Rugby Group has denied any obligation to defend or indemnify us for any of these cases. In May 2002, the plaintiff in one of the two remaining cases dismissed us from his action without any payment. While we believe that the factual allegations and legal claims asserted against us in the complaints are without merit, there can be no assurance at this time that we will recover any costs relating to these claims from insurance carriers or from Rugby Group or Rugby IPD, or that such costs will not have a material adverse effect on our business or financial condition. ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 3.1 Restated Certificate of Incorporation of the company. (Incorporated by reference to Exhibit 3.1 to the Form 10 filed with the Commission on September 21, 1999.) 3.2 Bylaws of the company. (Incorporated by reference to Exhibit 3.2 to Amendment No. 4 to the Form 10 filed with the Commission on December 6, 1999.) *10.1 Huttig Building Products, Inc. Amended and Restated 2001 Stock Incentive Plan. *10.2 Schedule to Stock Option Agreement under the company's 2001 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.11 to the Form 10-K for the fiscal year ended December 31, 2001 (the "2001 Form 10-K").) *10.3 Restricted Stock Agreement dated January 29, 2002 between the company and Barry J. Kulpa. (Incorporated by reference to Exhibit 10.19 to the 2001 Form 10-K.) - ---------- * Management contract or compensatory plan or arrangement. (b) Reports on Form 8-K On April 19, 2002, we filed a Current Report on Form 8-K, dated April 19, 2002 reporting our announcement that we had filed suit against The Rugby Group Ltd. 16 SIGNATURES Pursuant to the requirements 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. ---------------------------------------------- Date: May 15, 2002 /s/ Barry J. Kulpa ---------------------------------------------- Barry J. Kulpa President, Chief Executive Officer and Director (Principal Executive Officer) Date: May 15, 2002 /s/ Thomas S. McHugh ---------------------------------------------- Thomas S. McHugh Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 17 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 3.1 Restated Certificate of Incorporation of the company. (Incorporated by reference to Exhibit 3.1 to the Form 10 filed with the Commission on September 21, 1999.) 3.2 Bylaws of the company. (Incorporated by reference to Exhibit 3.2 to Amendment No. 4 to the Form 10 filed with the Commission on December 6, 1999.) *10.1 Huttig Building Products, Inc. Amended and Restated 2001 Stock Incentive Plan. *10.2 Schedule to Stock Option Agreement under the company's 2001 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.11 to the Form 10-K for the fiscal year ended December 31, 2001 (the "2001 Form 10-K").) *10.3 Restricted Stock Agreement dated January 29, 2002 between the company and Barry J. Kulpa. (Incorporated by reference to Exhibit 10.19 to the 2001 Form 10-K.) - ---------- * Management contract or compensatory plan or arrangement. 18 EX-10.1 3 c69561ex10-1.txt AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN EXHIBIT 10.1 HUTTIG BUILDING PRODUCTS, INC. AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN 1. PURPOSE AND ADOPTION OF THE PLAN The purpose of the Huttig Buildings Products, Inc. 2001 Stock Incentive Plan (as the same may be amended from time to time, the "Plan") is (i) to attract and retain key employees of Huttig Building Products, Inc., a Delaware corporation (the "Company"), and its Subsidiaries (as defined below) who are and will be contributing to the success of the business; (ii) to motivate and reward key employees who have made significant contributions to the success of the Company and encourage them to continue to give their best efforts to its future success; (iii) to provide competitive incentive compensation opportunities; and (iv) to further opportunities for stock ownership by such key employees in order to increase their proprietary interest in the Company and their personal interest in its continued success. The Plan has been approved by the Board of Directors of the Company (the "Board") to be effective as of December 3, 2001 (the "Effective Date"). The Plan shall remain in effect until terminated by action of the Board. 2. DEFINITIONS For the purposes of this Plan, capitalized terms shall have the following meanings: (a) "Award" means any grant to a Participant of one or a combination of Non-Qualified Stock Options described in Section 6 and Restricted Shares described in Section 8. (b) "Award Agreement" means a written agreement between the Company and a Participant or a written notice or certificate from the Company to a Participant specifically setting forth the terms and conditions of an Award granted under the Plan. (c) "Beneficiary" means an individual, trust or estate who or which, by a written designation of the Participant filed with the Company or by operation of law, succeeds to the rights and obligations of the Participant under the Plan and an Award Agreement upon the Participant's death. (d) "Board" shall have the meaning given to such term in Section 1(b). (e) "Change in Control" means the first to occur of the following events after the Effective Date: (i) the first purchase of shares pursuant to a tender offer or exchange offer (other than a tender offer or exchange offer by the Company) for all or part of the Company's Common Stock or any securities convertible into such Common Stock, (ii) the receipt by the Company of a Schedule 13D or other advice indicating that a person is the "beneficial owner" (as that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more of the Company's Common Stock calculated as provided in paragraph (d) of said Rule 13d-3, (iii) the date of consummation of any Merger of the Company in which the Company will not be the continuing or surviving corporation or pursuant to which shares of Common Stock of the Company would be converted into cash, securities or other property, other than a Merger of the Company in which the holders of Common Stock of the Company immediately prior to the Merger would own more than 50% of the common stock of the surviving corporation immediately after the Merger, (iv) the date of consummation of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company, (v) the adoption of any plan or proposal for the liquidation (but not a partial liquidation) or dissolution of the Company, or (vi) the date upon which the individuals who constitute the Board as of the Effective Date (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to such date whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company) shall, for purposes of this Plan, be considered as though such person were a member of the Incumbent Board. (f) "Code" means the Internal Revenue Code of 1986, as amended. References to a section of the Code include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section. (g) "Committee" means the Organization and Compensation Committee of the Board or such other committee composed of at least three members of the Board as may be designated by the Board from time to time or, if there shall be no such Committee, the Board. (h) "Company" shall have the meaning given to such term in Section 1. (i) "Common Stock" means Common Stock, par value $.01 per share, of the Company. (j) "Date of Grant" means the date as of which the Committee grants an Award. If the Committee contemplates an immediate grant to a Participant, the Date of Grant shall be the date of the Committee's action. If the Committee contemplates a date on which the grant is to be made other than the date of the Committee's action, the Date of Grant shall be the date so contemplated and set forth in or determinable from the records of action of the Committee; provided, however, that the Date of Grant shall not precede the date of the Committee's action. (k) "Effective Date" shall have the meaning given to such term in Section 1. (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (m) "Fair Market Value" means, as of any applicable date, for all purposes in this Plan, the average of the high and low sales prices of the Common Stock on the New York Stock 2 Exchange-Composite Transactions Tape on such date, or if no sale of stock has been recorded on such date, then on the next preceding date on which a sale was so made. In the event the Common Stock is not admitted to trade on a securities exchange, the Fair Market Value as of any given date shall be as determined in good faith by the Committee. (n) "Incentive Stock Option" means a stock option within the meaning of Section 422 of the Code. (o) "Merger" means any merger, reorganization, consolidation, share exchange, transfer of assets or other transaction having similar effect involving the Company. (p) "Non-Qualified Stock Option" means a stock option which is not an Incentive Stock Option. (q) "Options" means all Non-Qualified Stock Options granted at any time under the Plan. (r) "Participant" means a person designated to receive an Award under the Plan in accordance with Section 5. (s) "Permanent Disability" means a physical or mental disability or infirmity that prevents the performance of a Participant's services for the Company and its Subsidiaries lasting (or likely to last, based on competent medical evidence presented to the Committee) for a period of six months or longer. The Committee's reasoned and good faith judgment of Permanent Disability shall be final and shall be based on such competent medical evidence as shall be presented to it by such Participant or by any physician or group of physicians or other competent medical expert employed by the Participant or the Company to advise the Committee. (t) "Plan" shall have the meaning given to such term in Section 1(a). (u) "Purchase Price," with respect to Options, shall have the meaning set forth in Section 6(b). (v) "Restricted Shares" means Common Stock subject to restrictions imposed in connection with Awards granted under Section 8. (w) "Retirement" means a Participant's retirement at or after age 65. (x) "Subsidiary" means a subsidiary of the Company within the meaning of Section 424(f) of the Code. 3. ADMINISTRATION (a) This Plan shall be administered by the Committee; provided, however, if any member of the Committee does not meet the qualifications for a "non-employee director" established 3 from time to time by rules or regulations of the Securities and Exchange Commission under Section 16 of the Exchange Act, the remaining members of the Committee (but not less than two) shall administer the Plan. The Committee shall have the sole discretionary authority to interpret the Plan, to establish and modify administrative rules for the Plan, to impose such conditions and restrictions on Awards as it determines appropriate, and to take such steps in connection with the Plan and Awards granted hereunder as it may deem necessary or advisable. No member of the Committee shall be eligible to participate in, and no person shall become a member of the Committee if within one year prior thereto he or she shall have been eligible to participate in this Plan or any other plan of the Company or its Subsidiaries (other than the Huttig Building Products, Inc. 1999 Non-Employee Director Restricted Stock Plan) entitling the participants therein to acquire stock, stock options, stock appreciation rights or restricted stock of the Company or its Subsidiaries. Decisions of the Committee in connection with the administration of the Plan shall be final, conclusive and binding upon all parties, including the Company, its stockholders and the Participants. (b) The Committee may employ attorneys, consultants, accountants or other persons and the Committee and the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All usual and reasonable expenses of the Committee shall be paid by the Company. No Committee member shall receive compensation with respect to his or her services for the Committee except as may be authorized by the Board. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all employees who have received awards, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretations taken or made in good faith with respect to this Plan or Awards made hereunder, and all members of the Committee shall be fully indemnified and protected by the Company in respect of any such action, determination or interpretation. 4. SHARES (a) The total number of shares of Common Stock authorized to be issued under the Plan shall not exceed in the aggregate 1,000,000 shares. The number of shares available for issuance under the Plan shall be subject to adjustment in accordance with Section 9. The shares to be offered under the Plan shall be limited solely to issued shares of Common Stock which will have been reacquired by the Company, including shares purchased in the open market. (b) Subject to the provisions of Section 6(d), any shares subject to an Option granted under this Plan that expires or is terminated for any reason without having been exercised in full, shares of Common Stock forfeited as provided in Section 8(h) and shares of Common Stock subject to any Award that are otherwise surrendered by a Participant or terminated shall continue to be available for future grants under this Plan. If any shares of Common Stock are withheld from those otherwise issuable or are tendered to the Company, by attestation or otherwise, in connection with the exercise of an Option, only the net number of shares of Common Stock issued as a result of such exercise shall be deemed delivered for purposes of determining the maximum number of shares available for delivery under the Plan. 4 5. PARTICIPATION Participants in the Plan shall be such key employees of the Company and its Subsidiaries as the Committee, in its sole discretion, may designate from time to time. For purposes of the Plan, "key employees" shall mean officers as well as other employees (including officers and other employees who are also directors of the Company or any Subsidiary) designated by the Committee in its discretion upon the recommendation of management, but shall not include any employee who, assuming the full exercise of such Option, would own more than 10% of the combined voting power of all classes of stock of the Company or any Subsidiary. Options under the Plan shall only be Non-Qualified Stock Options and not Incentive Stock Options. Awards granted hereunder shall be evidenced by Award Agreements in such form as the Committee shall approve, which Agreements shall comply with and be subject to the terms and conditions of this Plan. 6. GRANT AND EXERCISE OF STOCK OPTIONS (a) The purchase price of each share of Common Stock upon exercise of any Options granted under the Plan shall not be less than 100% of the Fair Market Value of the stock on the date the Options are granted (the "Purchase Price"). (b) Except as otherwise permitted by the Committee or otherwise provided in an Award Agreement, each Option granted under this Plan shall be exercisable in whole or in part (in lots of ten shares or any multiple thereof) from time to time beginning from the date the Option is granted, subject to the provision that an Option may not be exercised by the Participant, except as provided in Section 6(g) or Section 7, (i) more than 90 days after the termination of the Participant's employment by the Company or a Subsidiary or more than 10 years from the Date of Grant, whichever period is shorter, or (ii) prior to the expiration of one year from the Date of Grant; provided further, that, unless otherwise determined by the Committee, the Option may not be exercised in excess of 50% of the total shares subject to such Option during the second year after the Date of Grant, 75% during the third year, and 100% thereafter. (c) The Purchase Price of the shares purchased upon the exercise of an Option shall be paid in full at the time of exercise in cash or, in whole or in part, by tendering (either actually or by attestation) shares of Common Stock. The value of each share of Common Stock delivered in payment of all or part of the Purchase Price upon the exercise of an Option shall be the Fair Market Value of the Common Stock on the date the Option is exercised. Exercise of Options shall also be permitted, if approved by the Committee, in accordance with a cashless exercise program under which, if so instructed by a Participant, shares of Common Stock may be issued directly to the Participant's broker or dealer upon receipt of an irrevocable written notice of exercise from the Participant. 5 (d) The Committee, upon such terms and conditions as it shall deem appropriate, may (but shall not be obligated to) authorize on behalf of the Company the acceptance of the surrender of the right to exercise an Option or a portion thereof (but only to the extent and in the amounts that such Option shall then be exercisable) and the payment by the Company therefor of an amount equal to the excess of the Fair Market Value on the date of surrender of the shares of Common Stock covered by such Option or portion thereof over the aggregate option price of such shares. Such payment shall be made in shares of Common Stock (valued at such Fair Market Value) or in cash, or partly in cash and partly in shares of Common Stock, as the Committee shall determine. The shares of Common Stock covered by any Option or portion thereof, as to which the right to exercise shall have been so surrendered, shall not again be available for the purposes of this Plan. (e) Each Option granted under this Plan shall not be transferable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the Participant's lifetime, only by the Participant. Notwithstanding the foregoing, Non-Qualified Stock Options may be transferable, without payment of consideration, to immediate family members of the Participant or to trusts or partnerships for the benefit of such family members. (f) The Company, in its sole discretion, shall have the right (but shall not in any case be obligated) to withhold shares issuable upon the exercise of an Option granted hereunder sufficient to pay, or to require a Participant to pay to the Company, the cash amount of any taxes which the Company is required to withhold upon the exercise of an Option granted hereunder, provided that anything contained herein to the contrary notwithstanding, the Committee may, in accordance with such rules as it may adopt, accept shares of Common Stock received in connection with the exercise of the Option being taxed or otherwise previously acquired in satisfaction of any withholding requirements or up to the entire tax liability arising from the exercise of such Option. (g) The Committee, in its sole discretion, shall have the right (but shall not in any case be obligated), exercisable at any time after the Date of Grant, to permit the exercise of any Option prior to the time such Option would otherwise become exercisable under the terms of the Award Agreement. (h) The Committee shall have the authority to specify, either at the time of grant of an Option or at a later date, that upon exercise of all or a portion of that Option (the "Original Option") a reload stock option ("Reload Option") shall be granted under specified conditions. A Reload Option shall entitle the Participant to purchase a number of shares equal to the shares delivered in payment of all or part of the exercise price of the Original Option pursuant to Section 6(c) plus the shares delivered or withheld to satisfy the tax liability associated with such exercise pursuant to Section 6(g). The specific terms and conditions applicable for Reload Options shall be determined by the Committee and shall be set forth in rules adopted by the Committee or in agreements or other documentation evidencing such Reload Options; provided, however, that (i) the exercise price of the Reload Option shall be the Fair Market Value of the Common Stock at the Date of Grant, (ii) the Reload Option shall not be exercisable, except as provided in Section 6(g) or Section 7, earlier than six months after its Date of Grant, and (iii) the 6 expiration date of the Reload Option shall not be later than the expiration date of the Original Option. 7. EXERCISE OF OPTIONS UPON TERMINATION OF EMPLOYMENT (a) If a Participant shall retire or shall cease to be employed by the Company or by a Subsidiary by reason of Permanent Disability or after a Change in Control, all Options theretofore granted to such Participant, whether or not previously exercisable, may be exercised in whole or in part, and/or the Committee may authorize the acceptance of the surrender of the right to exercise such Options or any portion thereof as provided in Section 6(d), at any time within 90 days after such Retirement, termination by reason of Permanent Disability, or termination after a Change in Control (or such longer period as may be permitted by the Committee), but not after the expiration of the term of the Option. (b) If a Participant shall die while employed by the Company or by a Subsidiary or within 90 days of the cessation or termination of such employment under circumstances described in Section 7(a) (or such longer period as may be permitted by the Committee), all Options theretofore granted to such Participant, whether or not previously exercisable, may be exercised in whole or in part, and/or the Committee may authorize the acceptance of the surrender of the right to exercise such Options or any portion thereof as provided in Section 6(d), by the estate of such Participant (or by a person who shall have acquired the right to exercise such Option by bequest or inheritance), at any time within one year after the death of such Participant but not after the expiration of the term of the Option. (c) If a Participant's employment is terminated for any reason other than death, disability or retirement or after a Change in Control, such Participant may exercise any Option in whole or in part, at any time within 90 days after such termination of employment, but only to the extent such Option is exercisable at the date of termination in accordance with Section 6(b). In no event may any Option be exercised after the expiration of the term of the Option. 8. GRANT OF RESTRICTED SHARES (a) The Committee may grant to any Participant an Award of such number of shares of Common Stock on such terms, conditions and restrictions, whether based on performance standards, periods of service, retention by the Participant of ownership of specified shares of Common Stock or other criteria, as the Committee shall establish. The terms of any Restricted Share Award granted under this Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with this Plan and may include awards granted under the Huttig Building Products, Inc. EVA Incentive Compensation Plan, in accordance with Section 7(b) thereunder. (b) As soon as practicable after the Date of Grant of a Restricted Share Award by the Committee, the Company shall cause to be transferred on the books of the Company or its agent, 7 shares of Common Stock, registered on behalf of the Participant, evidencing the Restricted Shares covered by the Award, subject to forfeiture to the Company as of the Date of Grant if an Award Agreement with respect to the Restricted Shares covered by the Award is not duly executed by the Participant and timely returned to the Company. All shares of Common Stock covered by Awards under this Section 8 shall be subject to the restrictions, terms and conditions contained in the Plan and the applicable Award Agreements entered into by the appropriate Participants. Until the lapse or release of all restrictions applicable to an Award of Restricted Shares the share certificates representing such Restricted Shares may be held in custody by the Company, its designee, or, if the certificates bear a restrictive legend, by the Participant. Upon the lapse or release of all restrictions with respect to an Award as described in Section 8(e), one or more share certificates, registered in the name of the Participant, for an appropriate number of shares as provided in Section 8(e), free of any restrictions set forth in the Plan and the related Award Agreement shall be delivered to the Participant. (c) Beginning on the Date of Grant of a Restricted Share Award and subject to execution of the related Award Agreement as provided in Section 8(b), and except as otherwise provided in such Award Agreement, the Participant shall become a stockholder of the Company with respect to all shares subject to the Award Agreement and shall have all of the rights of a stockholder, including, but not limited to, the right to vote such shares and the right to receive dividends; provided, however, that any shares of Common Stock or other securities distributed as a dividend or otherwise with respect to any Restricted Shares as to which the restrictions have not yet lapsed, shall be subject to the same restrictions as such Restricted Shares and held or restricted as provided in Section 8(b). (d) None of the Restricted Shares may be assigned or transferred (other than by will or the laws of descent and distribution or to an inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code), pledged or sold prior to the lapse of the restrictions applicable thereto. (e) Upon expiration or earlier termination of the forfeiture period without a forfeiture and the satisfaction of or release from any other conditions prescribed by the Committee, or at such earlier time as provided under the provisions of Section 8(i), the restrictions applicable to the Restricted Shares shall lapse. As promptly as administratively feasible thereafter, subject to the requirements of Section 8(k), the Company shall deliver to the Participant or, in case of the Participant's death, to the Participant's Beneficiary, one or more share certificates for the appropriate number of shares of Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law. (f) A Participant's Restricted Share Award shall not be contingent on any payment by or consideration from the Participant other than the rendering of services. (g) The Committee will have the discretion, as to any Restricted Share Award, to award a separate cash amount, payable to the Participant at the time when the forfeiture restrictions on the Restricted Shares lapse or at such earlier time as the Participant may elect to be taxed with 8 respect to such Restricted Shares equal to (i) the federal income tax and the Section 4999 golden parachute excise tax, if any, payable with respect to the lapse of such restrictions or with respect to such election, divided by (ii) one (1) minus the total effective federal income and excise tax rate applicable as a result of the lapse of such restrictions or a result of such election. (h) Subject to Sections 8(i) and 8(j), Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant with respect to such Restricted Shares shall terminate unless the Participant continues in the service of the Company or a Subsidiary until the expiration of the forfeiture period for such Restricted Shares and satisfies any and all other conditions set forth in the Award Agreement. The Committee shall determine the forfeiture period (which may, but need not, lapse in installments) and any other terms and conditions applicable with respect to any Restricted Share Award. (i) Notwithstanding anything contained in this Section 8 to the contrary, the Committee may, in its sole discretion, waive the forfeiture period and any other conditions set forth in any Award Agreement under appropriate circumstances (including the death, disability or Retirement of the Participant or a material change in circumstances arising after the date of an Award) and subject to such terms and conditions (including forfeiture of a proportionate number of the Restricted Shares) as the Committee shall deem appropriate. (j) Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control, all restrictions applicable to the Restricted Share Award shall terminate fully and the Participant shall immediately have the right to the delivery of share certificates for such shares in accordance with Section 8(e). (k) The Company shall have the right (but shall not in any case be obligated), in its sole discretion, to withhold shares required to be delivered upon expiration of restrictions sufficient to pay, or to require a Participant to pay to the Company, the cash amount of any taxes which the Company is required to withhold with respect to any amount payable and/or shares issuable under such Participant's Award. The Company may defer payment of cash or issuance of shares upon exercise or vesting of an Award unless indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Committee and shall be payable by the Participant at such time as the Committee determines. 9. ADJUSTMENTS TO REFLECT CAPITAL CHANGES In the event that there is an increase in the number of issued shares of the Common Stock by reason of any stock dividend, stock split, recapitalization or other similar event, the total number of shares available for Awards under the Plan and the number of shares remaining subject to purchase under each outstanding Option shall be increased and the price per share of such outstanding Options shall be decreased, in proportion to such increase in issued shares. Conversely, in case the issued shares of Common Stock shall be combined into a smaller number of shares, the total number of shares available for Awards under the Plan and the number of shares remaining subject to purchase under each outstanding Option shall be decreased and the 9 price per share of such outstanding Options shall be increased, in proportion to such decrease in issued shares. In the event of any Merger, the Committee may make such adjustment in the shares available for Awards under the Plan and the shares subject to outstanding Awards and the price thereof, if applicable, as the Committee, in its sole discretion, deems appropriate. In the event of an exchange of Common Stock, or other securities of the Company convertible into Common Stock, for the stock or securities of another corporation, the Committee may, in its sole discretion, equitably substitute such new stock or securities for a portion or all of the shares of Common Stock subject to outstanding Awards. 10. AMENDMENT AND TERMINATION This Plan may be amended or terminated at any time by the Board except with respect to any Awards then outstanding, and any Award granted under this Plan may be terminated at any time with the consent of the Participant. The Board may make such changes in and additions to this Plan as it may deem proper and in the best interest of the Company; provided, however, that no such action shall, without the consent of the Participant, materially impair any Award theretofore granted under this Plan. 11. GENERAL PROVISIONS (a) Each Option granted under this Plan shall be evidenced by a written Award Agreement containing such terms and conditions as the Committee may require, and no person shall have any rights under any Award granted under this Plan unless and until such agreement has been executed and delivered by the Company and, if required by the Committee, by the Participant. (b) In the event of any conflict between the terms of this Plan and any provision of any Option agreement, the terms of this Plan shall be controlling. (c) No Participant or other person shall have any claim of right to be granted an Award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ of the Company or any of its Subsidiaries. Unless otherwise agreed by contract, the Company reserves the right to terminate its employment relationship with any person at any time and for any reason. (d) Income realized as a result of a grant or an exercise of any Award under this Plan shall not be included in the Participant's earnings for the purpose of any benefit plan in which the Participant may be enrolled or for which the Participant may become eligible unless otherwise specifically provided for in such plan. (e) The obligation of the Company to sell and deliver shares of Common Stock with respect to any Award granted hereunder shall be subject to, as deemed necessary or appropriate by counsel for the Company, (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the effectiveness of 10 a registration statement under the Securities Act of 1933, and (ii) the condition that such shares shall have been duly listed on such stock exchanges as the Common Stock is then listed. (f) Anything in this Plan to the contrary notwithstanding, it is expressly agreed and understood that if any one or more provisions of this Plan shall be illegal or invalid such illegality or invalidity shall not invalidate this Plan or any other provisions thereof, but this Plan shall be effective in all respects as though the illegal or invalid provisions had not been included. (g) All determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Delaware, other than the conflict of laws provisions thereof, and construed in accordance therewith. (h) This Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented by Awards under this Plan. Neither the Company, any of its Subsidiaries, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under this Plan nor shall anything contained in this Plan or any action taken pursuant to its provisions create or be construed to create a fiduciary relationship between the Company and/or its Subsidiaries, and a Participant. To the extent any person acquires a right to receive an Award under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. 11 -----END PRIVACY-ENHANCED MESSAGE-----