-----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, LwvjUbrNeOSKAsXE+UjkEEGR8BWskbGv9hyiLBnaxvffSf+diPyMeIZ9IBt9iYl+ q/irIRaFuqb0enP2YSa7MA== 0000950134-96-005586.txt : 19961024 0000950134-96-005586.hdr.sgml : 19961024 ACCESSION NUMBER: 0000950134-96-005586 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19961023 SROS: NASD 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: 1934 Act SEC FILE NUMBER: 000-19885 FILM NUMBER: 96646618 BUSINESS ADDRESS: STREET 1: P O BOX 40220 CITY: HOUSTON TEXAS STATE: TX ZIP: 77240-0220 BUSINESS PHONE: 7134667788 MAIL ADDRESS: STREET 2: P O BOX 40220 CITY: HOUSTON STATE: TX ZIP: 77240-0220 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL COMPONENTS INCORPORATED DATE OF NAME CHANGE: 19600201 11-K 1 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 [NO FEE REQUIRED] For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] ---------------------- Commission file number 0-19885 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. 7301 FAIRVIEW HOUSTON, TEXAS 77041 =============================================================================== 2 NCI 401(K) PROFIT SHARING PLAN Table of Contents ----------------- * Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . 3 * Statement of Net Assets Available for Benefits . . . . . . . . . . . 4 * Statement of Changes in Net Assets Available for Benefits . . . . . 5 * Notes to Financial Statements . . . . . . . . . . . . . . . . . . 6-8 * Supplemental Schedules: Schedule of Assets Held for Investment Purposes . . . . . .10 Schedule of Reportable Transactions. . . . . . . . . . . . .11 3 NCI 401(k) PROFIT SHARING PLAN AUDITED FINANCIAL STATEMENTS December 31, 1995 and 1994 4 CONTENTS
Pages ----- Independent Auditors' Report 3 Statement of Net Assets Available for Benefits 4 Statement of Changes in Net Assets Available for Benefits 5 Notes to Financial Statements 6-8 Supplemental Schedules: Schedule of Assets Held for Investment Purposes 10 Schedule of Reportable Transactions 11
5 [SCHULSE HARTWIG RICHTER & COMPANY, LLP LETTERHEAD] INDEPENDENT AUDITORS' REPORT August 9, 1996 Board of Trustees NCI 401(k) Profit Sharing Plan Houston, Texas We have audited the accompanying statement of net assets available for benefits of NCI 401(k) Profit Sharing Plan as of December 31, 1995 and 1994, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Board of Trustees. 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. These 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 Board of Trustees 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 NCI 401(k) Profit Sharing Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the years then ended, 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 Schedules of (1) Assets Held for Investment Purposes and (2) Reportable Transactions are 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 are not a required part of the financial statements. The supplemental schedules have been subjected to the same auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /s/ SCHULSE HARTWIG RICHTER & COMPANY, LLP CERTIFIED PUBLIC ACCOUNTANTS 6 NCI 401(k) PROFIT SHARING PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS ASSETS
December 31, ------------------------- 1995 1994 ---------- ----------- Investments, at fair value: Registered investment company funds $1,877,991 $ 1,012,695 NCI stock 5,693,854 3,018,207 Common/collective trusts 354,982 202,810 ---------- ----------- 7,926,827 4,233,712 ---------- ----------- Receivables: Employer contribution 27,911 392 Participant contribution 20,291 11,513 ---------- ----------- 48,202 11,905 ---------- ----------- Cash 17,676 894 ---------- ----------- Total assets 7,992,705 4,246,511 ---------- ----------- LIABILITIES ----------- Trustee fees payable 29,579 - ---------- ----------- Total liabilities 29,579 - ---------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $7,963,126 $ 4,246,511 ========== ===========
See independent auditors' report and accompanying notes to the financial statements. -4- 7 NCI 401(k) PROFIT SHARING PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, ------------------------- 1995 1994 ---------- ----------- Additions to plan assets: Investment income: Interest and dividends $ 34,774 $ 18,765 Net appreciation in fair value of investments 1,582,091 5,813 ---------- ----------- 1,616,865 24,578 ---------- ----------- Contributions: Employer 1,059,123 823,397 Participant 1,303,337 1,000,597 ---------- ----------- 2,362,460 1,823,994 ---------- ----------- TOTAL ADDITIONS 3,979,325 1,848,572 ---------- ----------- Deductions from plan assets: Benefits paid to participants 193,602 92,373 Other benefit payments 21,926 - Administrative expenses 47,182 17,988 ---------- ----------- TOTAL DEDUCTIONS 262,710 110,361 ---------- ----------- NET INCREASE IN PLAN ASSETS 3,716,615 1,738,211 Net assets available for benefits: Beginning of year 4,246,511 2,508,300 ---------- ----------- END OF YEAR $7,963,126 $ 4,246,511 ========== ===========
See independent auditors' report and accompanying notes to the financial statements. -5- 8 NCI 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1995 and 1994 Note 1 - 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 subsidiaries (Company) who have completed 1,000 hours of service and have attained the age of 21. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 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, 1995 and 1994, the Company made a matching contribution equal to 100 percent of the participant's contribution, up to 6 percent of the participant's eligible compensation. The employer contribution totaled $1,059,123 and $823,397 for the years ended December 31, 1995 and 1994, respectively. PARTICIPANT ACCOUNTS - Each participant's account is credited with the participant's contribution and allocation of (a) the Company's contribution, if any, (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. 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 Three Years 0% Three Years 20% Each additional year 20% Seven or more years 100%
EXPENSES - The Company has paid a premium to acquire a $500,000 fidelity bond and also 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 $3,500. INVESTMENT OPTIONS - The Plan offers five investment options in which the employees may elect to participate. Four of the options are mutual funds, and the fifth option is the NCI Company Stock Fund. The Company's matching contribution is made in Company stock. -6- 9 NCI 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1995 and 1994 Note 2 - SUMMARY OF ACCOUNTING POLICIES Plan assets are stated at fair market value. If available, quoted market prices are used to value investments. MANAGEMENT ESTIMATES - The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates by management. Note 3 - INVESTMENTS The Plan's investments are held by a bank-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, ------------------------- 1995 1994 ---------- ----------- Nationsbank Stable Capital Fund $ 354,982 $ 202,810 Nations Balanced Assets Fund 467,384 267,095 Nations Strategic Fixed Income Fund 349,294 214,190 Nations Capital Growth Fund 1,014,976 502,019 NCI Company Stock Fund 5,693,854 3,018,207 Other 46,337 29,391 ---------- ----------- $7,926,827 $ 4,233,712 ========== ===========
Note 4 - 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 5 - TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated March 2, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan administrator believes that the Plan is currently being operated in compliance with the applicable requirements of the IRC. -7- 10 NCI 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1995 and 1994 Note 6 - FUND INFORMATION The Plan permits participants to direct their investments in any of the five investment options. Company contributions are made exclusively in Company stock. Amounts related to these programs are as follows:
Beginning Net Ending Balance Change Balance ---------- ---------- ----------- PARTICIPANT DIRECTED: Nationsbank Stable Capital $ 202,810 $ 152,172 $ 354,982 Nations Balanced Assets 267,095 200,289 467,384 Nations Strategic Fixed Income 214,190 135,104 349,294 Nations Capital Growth 502,019 512,957 1,014,976 NCI Stock Fund 1,036,391 1,624,230 2,660,621 NONPARTICIPANT DIRECTED: NCI Stock Fund 1,981,816 1,051,417 3,033,233 Other 29,391 16,946 46,337
The amounts presented as net change include contributions, withdrawals, earnings and transfers. -8- 11 SUPPLEMENTAL SCHEDULES 12 NCI 401(k) PROFIT SHARING PLAN EIN 76-0127701 PN 001 ITEM 27a - Schedule of Assets Held for Investment Purposes For the Year Ended December 31, 1995
(a) (b) (c) (d) (e) - ----------------------------------------------------------------------------------------------- Identity of Issue, Description of Investment Cost Current Value Borrower, Lessor, including Maturity Date, Rate or Similar Party of Interest, Collateral, Par or Maturity Value - ----------------------------------------------------------------------------------------------- Nationsbank Stable Capital Mutual Fund $ 328,707 $ 354,982 Nations Balanced Assets Mutual Fund $ 456,223 $ 467,384 Nations Strategic Fixed Income Mutual Fund $ 339,380 $ 349,294 Nations Capital Growth Mutual Fund $ 937,718 $ 1,014,976 Nations Treasury Money Market $ 45,149 $ 45,149 Liquidity Fund Money Market $ 1,188 $ 1,188 NCI Stock Qualified Employer Securities $4,049,861 $ 5,693,854
-10- 13 NCI 401(k) PROFIT SHARING PLAN EIN 76-0127701 PN 001 ITEM 27d - Schedule of Reportable Transactions For the Year Ended December 31, 1995
(a) (b) (c) (d) (e) (f) (g) (h) - -------------------------------------------------------------------------------------------------------------------------- Identity Description Purchase Selling Lease Expense Cost of Current Net Gain of Party of Asset Price Price Expense Incurred Asset Value of (Loss) Involved Assets on Transaction Date - -------------------------------------------------------------------------------------------------------------------------- Category (iii) - A series of transactions relating to the same issue of securities in excess of 5% of current value of the plan assets: NCI Stock Fund $1,624,283 $1,624,283 $1,624,283 NCI Stork Fund $255,680 $213,707 $255,680 $41,972 Nations Balanced Assets $229,065 $229,065 $229,065 Nations Balanced Assets $48,882 $46,964 $48,882 $1,918 Nations Capital Growth $504,191 $504,191 $504,191 Nations Capital Growth $69,076 $65,130 $69,076 $3,946 Nations Strategic Fixed Inc. $139,448 $139,448 $139,448 Nations Strategic Fixed Inc. $31,191 $31,443 $31,191 ($251) Nations Stable Capital $233,423 $233,423 $233,423 Nations Stable Capital $98,651 $94,938 $98,651 $3,712
There were no category (i), (ii) or (iv) reportable transactions during the year ended December 31, 1995. -11- 14 SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee 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. NATIONSBANK OF GEORGIA, N.A., TRUSTEE FOR THE NCI 401(K) PROFIT SHARING PLAN DATE: OCTOBER 21, 1996 BY: /S/ WILLIAM A. DENTON ---------------------- ----------------------------------------- PRINT NAME: WILLIAM A. DENTON --------------------------------- TITLE: VICE PRESIDENT -------------------------------------- 10 15 CONSENT OF INDEPENDENT AUDITORS We consent to the use of our report dated August 9, 1996 incorporated by reference in the Registration Statement (Form S-8, File No. 33-52078) pertaining to the NCI 401(k) Profit Sharing Plan and in the related Prospectus, with respect to the financial statements and schedules of the NCI 401(k) Profit Sharing Plan included in this Annual Report (Form 11-K) for the period from January 1, 1995 to December 31, 1995. SCHULSE HARTWIG RICHTER & COMPANY, L.L.P. DALLAS, TEXAS BY: /S/ GLEA RAMEY III -------------------------------------- OCTOBER 8 , 1996 PRINT NAME: GLEA RAMEY III --- ------------------------------ TITLE: PARTNER ----------------------------------- 11 -----END PRIVACY-ENHANCED MESSAGE-----