-----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, Wa8tS7Wm6jDWSXzyty9mmTrnh3xZt3s3y0zzqn0yZSzbhTwCKt1dedDx1QNmvMQq Qi6W9OixSk9qVpWQ9+WDcQ== 0000950134-01-503585.txt : 20010629 0000950134-01-503585.hdr.sgml : 20010629 ACCESSION NUMBER: 0000950134-01-503585 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCI BUILDING SYSTEMS INC CENTRAL INDEX KEY: 0000883902 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 760127701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-14315 FILM NUMBER: 1669266 BUSINESS ADDRESS: STREET 1: 10943 NORTH SAM HOUSTON PARKWAY W CITY: HOUSTON TEXAS STATE: TX ZIP: 77041 BUSINESS PHONE: 7134667788 MAIL ADDRESS: STREET 1: 7301 FAIRVIEW STREET 2: P O BOX 40220 CITY: HOUSTON STATE: TX ZIP: 77041 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL COMPONENTS INCORPORATED DATE OF NAME CHANGE: 19600201 11-K 1 d88679e11-k.txt FORM 11-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------- Commission file number: 1-14315 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: NCI 401(k) PROFIT SHARING PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: NCI BUILDING SYSTEMS, INC. 10943 NORTH SAM HOUSTON PARKWAY WEST HOUSTON, TEXAS 77064 ================================================================================ 2 NCI 401(k) PROFIT SHARING PLAN Table of Contents Independent Auditors' Report........................................1 Statement of Net Assets Available for Benefits......................2 Statement of Changes in Net Assets Available for Benefits...........3 Notes to Financial Statements.....................................4-8 Supplemental Schedule...............................................9 Schedule of Assets Held for Investment Purposes...........10
i 3 INDEPENDENT AUDITORS' REPORT Board of Trustees NCI 401(k) Profit Sharing Plan Houston, Texas We have audited the accompanying statements of net assets available for benefits of NCI 401 (k) Profit Sharing Plan as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements are the responsibility of Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying Supplemental Schedule of Assets Held for Investment Purposes is presented to comply with the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and is not a required part of the financial statements. The supplemental schedule has been subjected to the same auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /s/ KOLKHORST & KOLKHORST Kolkhorst & Kolkhorst Houston, Texas June 22, 2001 1 4 NCI 401(k) PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2000 and 1999 ASSETS
December 31, ------------------------------- 2000 1999 ------------ ------------ INVESTMENTS - at fair value $ 63,620,377 $ 58,137,738 CONTRIBUTIONS RECEIVABLE Employer Contribution 1,925,101 1,912,230 Participant Contribution 209,677 158,680 ------------ ------------ 2,134,778 2,070,910 CASH AND CASH EQUIVALENTS (361,689) 446 ------------ ------------ TOTAL ASSETS 65,393,466 60,209,094 LIABILITIES Accounts Payable -- -- ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 65,393,466 $ 60,209,094 ============ ============
See independent auditors' report and accompanying notes to the financial statements. 2 5 NCI 401(k) PROFIT SHARING PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year Ended December 31, 2000 ADDITIONS TO NET ASSETS Contributions Employer $ 4,267,294 Participant 6,382,440 Rollovers 679,200 ------------ Total contributions 11,328,934 ------------ Interest and dividend income 633,194 Net unrealized appreciation (depreciation) of investments and net realized gain on sale of investments (2,663,442) ------------ Total earnings (2,030,248) ------------ TOTAL ADDITIONS 9,298,686 ------------ DEDUCTIONS FROM NET ASSETS Benefits paid to terminated participants (3,990,167) Administrative/other expenses (124,147) ------------ TOTAL DEDUCTIONS (4,114,314) ------------ NET INCREASE 5,184,372 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 60,209,094 ------------ End of year $ 65,393,466 ============
See independent auditors' report and accompanying notes to the financial statements 3 6 NCI 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 NOTE A - DESCRIPTION OF PLAN The following description of the NCI 401(k) Profit Sharing Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan covering all employees of NCI Building Systems, Inc. and its affiliates (Company) who have completed six months of service, and have attained the age of 18. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and subsequent related amendments and revisions. Allocation Provision Qualified participants may elect to defer a percentage of their salary at each pay period. The amount of deferral may not exceed 15% of compensation for the plan year and must equal at least 1% of compensation. Elective deferrals may not exceed the amount determined by the IRS for the plan year. Participants may direct that their contributions be invested in any of the Plan investment options. Contributions The Plan provides for a matching contribution on an equal basis to all participants, with a maximum Company contribution. For the years ended December 31, 2000 and 1999, the Company made a matching contribution equal to 83 percent of each participant's contribution, up to 6 percent of the participant's eligible compensation. The employer contribution totaled $4,267,294 and $4,213,596 for the years ended December 31, 2000 and 1999, respectively. The Company contribution is made entirely in Company stock. Participant Accounts Each participant's account is credited with the participant's contribution and allocation of (a) the Company's contribution, if any, and (b) Plan earnings, and (c) forfeitures of terminated participants' nonvested accounts in excess of expenses. Allocations are based on participant earnings or account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. 4 7 NCI 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 NOTE A - DESCRIPTION OF PLAN (CONTINUED) Vesting Participants are immediately vested in their voluntary contributions, plus actual earnings thereon. Vesting in the remainder of their accounts is based on years of continuous service as follows:
Years of Service Vested Percentage -------------------- -------------------- Less than one year 0% One year 10% Two years 20% Three years 30% Four years 40% Five years 60% Six years 80% Seven or more years 100%
Expenses The Company has paid a premium to acquire a $10,000,000 fidelity bond and incurs expenses for administration, audit and tax return preparation for the Plan. The Plan may reimburse the Company for these expenses through the allocation of forfeitures. Payment of Benefits Subsequent to termination of service, a participant may request to receive payment either in a lump sum amount equal to the value of his or her vested account balance or to continue in the trust in such a manner as though the employee had not terminated his eligibility if the participant's account balance is greater than $5,000. Disposition of Forfeitures The Plan stipulates that forfeitures are used to reduce the Plan's normal administrative fees, and then should be treated as additional discretionary matching contributions for the plan year in which the forfeitures occur. Investment Options The Plan offers nine investment options in which the employees may elect to participate. Eight of the options are mutual funds, and the ninth option is the NCI Company Stock Fund. The Company's matching contribution is made in Company Stock. 5 8 NCI 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 NOTE B - SUMMARY OF ACCOUNTING POLICIES Plan assets are stated at fair market value. If available, quoted market prices are used to value investments. Participant Loans Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50 percent of their account balance, whichever is less. The loans are secured by the balance in the participants' account and bear interest at prevailing market rates. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts and disclosures. Accordingly, actual results may differ from those estimates. NOTE C - INVESTMENTS The Plan's investments are held by a financial services company-administered trust fund. The following table presents the fair values of investments. Investments that represent 5 percent or more of the Plan's net assets are separately identified. Investments at fair value as determined by quoted market price:
December 31, ------------------------- 2000 1999 ----------- ----------- American Express Trust Income Fund II $ 7,936,050 $ 8,368,106 AXP Bond Fund 1,981,500 1,859,466 Founders Balanced Fund 1,555,482 1,600,319 AXP Blue Chip Advantage Fund 7,632,640 8,615,205 Janus Worldwide Fund 3,966,021 2,151,778 Neuberger & Berman Partners Trust 576,039 437,061 Baron Asset Fund 1,254,730 615,251 AXP Growth Fund 8,150,464 8,492,646 NCI Common Stock Fund 20,265,371 16,355,887 Money Market Fund 1,679 349,515 Loan Fund 4,016,371 3,337,298 Investment Contract with Aetna, #005417, matures 10/23/03 6,284,030 5,955,206 ----------- ----------- $63,620,377 $58,137,738 =========== ===========
Investments in the NCI Common Stock Fund are both participant and nonparticipant directed. 6 9 NCI 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 NOTE C - INVESTMENTS (CONTINUED) Changes in the NCI Common Stock Fund for the year ended December 31, 2000 are as follows: Contributions received $ 5,433,638 Benefits paid to participants (953,205) Transfers to participant directed investments (2,054,612) Participant loan activity (51,175) Participant forfeitures 115,429 Net appreciation 709,644 ----------- $ 3,199,719 ===========
NOTE D - PLAN TERMINATION Although the Company has expressed no such intention, the Plan can be terminated at the Company's election. In the event of Plan termination, all Plan benefits would become 100 percent vested and payable to the participants. NOTE E - TAX STATUS The Plan obtained its latest determination letter on December 28, 1998, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. 7 10 NCI 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 NOTE F - MERGED PLAN AND INVESTMENT CONTRACT WITH INSURANCE COMPANY During the year ended December 31, 1999, the assets of a profit sharing plan for a company purchased by NCI Building Systems, Inc was merged into the Company's Plan. The net assets transferred to the Plan totaled $22,959,117. In connection with this transaction, the Plan has obtained a benefit-response investment contract with Aetna Insurance Company. Aetna maintains the contributions in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The contract is included in the financial statements at contract value as reported to the Plan by Aetna. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawals or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The contract has a fixed, guaranteed net interest rate of 5.55%. The Plan does not allow participants to make any additional contributions to this investment contract. 8 11 SUPPLEMENTAL SCHEDULE 9 12 NCI 401(k) PROFIT SHARING PLAN FINANCIAL STATEMENTS December 31, 2000 Schedule of Assets Held for Investment Purposes for the Year Ended December 31, 2000
(a) (b) (c) (d) (e) - --------- ---------------------------------------------- -------------------------------------- --------------- --------------- Description of investment Identity of issue, Including maturity date, rate borrower, lessor, Of interest, collateral, par Current or similar party or maturity value Cost Value - --------- ---------------------------------------------- -------------------------------------- ---------------- -------------- American Express Trust Income Fund II Mutual Fund $ 7,586,654 $ 7,936,050 AXP Bond Fund Mutual Fund 2,033,482 1,981,500 Founders Balanced Fund Mutual Fund 1,825,735 1,555,482 AXP Blue Chip Advantage Fund Mutual Fund 9,072,781 7,632,640 Janus Worldwide Fund Mutual Fund 5,090,661 3,966,021 Neuberger & Berman Partners Trust Mutual Fund 599,372 576,039 Baron Asset Fund Mutual Fund 1,341,290 1,254,730 AXP Growth Fund Mutual Fund 8,879,707 8,150,464 Loan Fund Participant Promissory notes 4,016,371 4,016,371 NCI Common Stock Fund Qualified Employer Securities 18,402,940 20,265,371 Investment Contract with Aetna, #005417 Investment Contract, matures 10/23/03 6,284,030 6,284,030 Money Market Fund Mutual Fund 1,679 1,679 ----------- ----------- $65,134,702 $63,620,377 =========== ===========
10 13 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, NCI Building Systems Inc., as administrator for the NCI 401(k) Profit Sharing Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. NCI BUILDING SYSTEMS INC. (AS ADMINISTRATOR OF THE NCI 401(k) PROFIT SHARING PLAN) DATE: June 27, 2001 By: /s/ Robert J. Medlock --------------------------------- Robert J. Medlock Executive Vice President and Chief Financial Officer 11 14 INDEX TO EXHIBITS
Exhibit Description of Exhibit ------- ---------------------- 23.1 Consent of Independent Auditors
EX-23.1 2 d88679ex23-1.txt CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the use of our report included herein and to the references to our firm included in the Annual Report on Form 11-K for the NCI 401(k) Profit Sharing Plan. We also consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-14957 and No. 33-52078) pertaining to the NCI 401(k) Profit Sharing Plan of our report dated June 22, 2001 with respect to the statements of net assets available for benefits of the NCI 401(k) Profit Sharing Plan as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000, included in this Annual Report on Form 11-K. /s/ KOLKHORST & KOLKHORST Kolkhorst & Kolkhorst Houston, Texas June 25, 2001 -----END PRIVACY-ENHANCED MESSAGE-----