a
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
☒
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the fiscal year ended December 31, 2020
OR
☐
|
TRANSITION REPORT
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the transition period from
to .
Commission File Number 001-14982
A.
|
Full title of the plan and the address of the plan, if different
from that of the issuer named below:
|
Huttig Building Products, Inc. Savings and Profit Sharing Plan
B.
|
Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
|
Huttig Building Products, Inc.
555 Maryville University Drive, Suite 400
St. Louis, MO 63141
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
TABLE OF CONTENTS
23.1 Consent of BKD, LLP, Independent Registered Public Accounting
Firm
23.2 Consent of Bonadio & Co., LLP, Independent Registered
Public Accounting Firm
*
|
Other supplemental schedules required by Section 2520-10 of the
Department of Labor Rules and Regulations for Reporting and
Disclosure under Employee Income Security Act of 1974 have been
omitted because they are not applicable.
|
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
EIN #43-0334550 Plan No. 006
Reports of Independent Registered Public Accounting Firms and
Financial Statements
Years ended December 31, 2020 and 2019
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Employee Benefits Committee of Huttig
Building Products, Plan Administrator and Plan Participants
Huttig Building Products, Inc. Savings and Profit Sharing Plan
St. Louis, Missouri
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available
for benefits of Huttig Building Products, Inc. Savings and Profit
Sharing Plan (the “Plan”) as of December 31, 2020, the related
statement of changes in net assets available for benefits for the
year then ended, and the related notes (collectively referred to as
the “financial statements”). In our opinion, the financial
statements referred to above present fairly, in all material
respects, the net assets available for benefits of Huttig Building
Products, Inc. Savings and Profit Sharing Plan as of December 31,
2020, and the changes in net assets available for benefits for
the year then ended in conformity with
accounting principles generally accepted in the United States of
America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”) and are
required to be independent with respect to the Plan in accordance
with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Plan is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As part of our audit we are required to obtain an understanding of
internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Plan’s
internal control over financial reporting. Accordingly, we express
no such opinion.
Our audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis
for our opinion.
Report on Supplemental Information
The supplemental information in the accompanying Schedule of Assets
(Held at End of Year) as of December 31, 2020, has been subjected
to audit procedures performed in conjunction with the audit of the
Plan’s financial statements. The supplemental schedule is the
responsibility of the Plan’s management. Our audit procedures
included determining whether the supplemental schedule reconciles
to the financial statements or the underlying accounting and other
records, as applicable, and performing procedures to test the
completeness and accuracy of the information presented in the
supplemental schedule. In forming our opinion on the supplemental
schedule, we evaluated whether the supplemental schedule, including
its form and content, is presented in conformity with the
Department of Labor’s Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. In our opinion, the Schedule of Assets (Held at End of Year)
is fairly stated, in all material respects, in relation to the
basic financial statements taken as a whole.
BKD, LLP
We have served as the Plan’s auditor since 2021.
St. Louis, Missouri
June 28, 2021
1
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Employee Benefits Committee of Huttig Building Products
and Plan Administrator of the Huttig Building Products, Inc.
Savings
and Profit Sharing Plan:
Opinion on the Financial
Statements
We have audited the accompanying statements of net assets available
for benefits of the Huttig Building Products, Inc. Savings and
Profit Sharing Plan (the Plan) as of December 31, 2019, and the
related statement of changes in net assets available for benefits
for the year ended December 31, 2019, and the related notes and
schedule (collectively referred to as the financial statements). In
our opinion, the financial statements present fairly, in all
material respects, the net assets available for benefits of the
Huttig Building Products, Inc. Savings and Profit Sharing Plan (the
Plan) as of December 31, 2019, and the changes in net assets
available for benefits for the year ended December 31, 2019, in
conformity with accounting principles generally accepted in the
United States of America.
Basis for
Opinion
These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion
on the Plan’s financial statements based on our
audit. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Plan
in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due
to error or fraud. The Plan is not required to have, nor
were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audit, we are required to
obtain an understanding of internal control over financial
reporting, but not for the purpose of expressing an opinion on the
effectiveness of the Plan’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the
financial statements. Our audit also included evaluating
the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the
financial statements. We believe that our audit provides
a reasonable basis for our opinion.
We have served as the Plan’s auditor for the 2019 plan
year-end.
Bonadio & Co., LLP
August 11, 2020
Amherst, New York
2
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
Statements
of Net Assets Available for Benefits
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Investments:
|
|
|
|
|
|
|
|
|
Investments, at fair value
|
|
$
|
74,605,370
|
|
|
$
|
67,235,115
|
|
Fully benefit-responsive investment contract, at contract value
|
|
|
17,994,769
|
|
|
|
14,648,065
|
|
Total investments
|
|
|
92,600,139
|
|
|
|
81,883,180
|
|
Receivables:
|
|
|
|
|
|
|
|
|
Notes receivable – participants
|
|
|
1,049,565
|
|
|
|
1,217,760
|
|
Total receivables
|
|
|
1,049,565
|
|
|
|
1,217,760
|
|
Net assets available for benefits
|
|
$
|
93,649,704
|
|
|
$
|
83,100,940
|
|
See accompanying notes to financial statements.
3
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
Statements
of Changes in Net Assets Available for Benefits
|
|
Year Ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Contributions and other additions:
|
|
|
|
|
|
|
|
|
Employer contributions
|
|
$
|
478,931
|
|
|
$
|
1,698,827
|
|
Participant contributions
|
|
|
4,587,169
|
|
|
|
4,986,778
|
|
Participant rollover contributions
|
|
|
741,831
|
|
|
|
402,440
|
|
Total contributions and other additions
|
|
|
5,807,931
|
|
|
|
7,088,045
|
|
Interest income on notes receivable - participants
|
|
|
65,272
|
|
|
|
61,667
|
|
Investment income:
|
|
|
|
|
|
|
|
|
Interest, dividends and capital gains
|
|
|
3,379,785
|
|
|
|
3,962,719
|
|
Net appreciation in fair value of investments
|
|
|
12,269,938
|
|
|
|
9,062,835
|
|
Transfer from another qualified plan
|
|
|
—
|
|
|
|
4,067,437
|
|
Total investment income
|
|
|
15,649,723
|
|
|
|
17,092,991
|
|
Total additions
|
|
|
21,522,926
|
|
|
|
24,242,703
|
|
Benefits paid to participants
|
|
|
10,974,162
|
|
|
|
7,305,063
|
|
Total deductions
|
|
|
10,974,162
|
|
|
|
7,305,063
|
|
Net increase
|
|
|
10,548,764
|
|
|
|
16,937,640
|
|
Net assets available for benefits, beginning of year
|
|
|
83,100,940
|
|
|
|
66,163,300
|
|
Net assets available for benefits, end of year
|
|
$
|
93,649,704
|
|
|
$
|
83,100,940
|
|
See
accompanying notes to financial statements.
4
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2020 and 2019
(1)
|
Description of the
Plan
|
The following description of the Huttig Building Products, Inc.
Savings and Profit Sharing Plan (the “Plan”) is provided for
financial statement purposes only. Participants should refer to the
Plan document for more complete information.
The Plan is a defined contribution plan established by Huttig
Building Products, Inc. (“Huttig” or the “Company”) under the
provisions of Section 401(a) of the Internal Revenue Code (“IRC”),
which includes a qualified cash or deferred salary arrangement as
described in Section 401(k) of the IRC, for the benefit of eligible
employees of the Company. The Plan was established December 16,
1999 to offer the employees of the Company a means of saving funds,
on a pre-tax basis or after-tax basis, for retirement. The Plan is
subject to the provisions of the Employee Retirement Income
Security Act of 1974. Participation is voluntary.
Full-time employees are eligible to participate in the Plan
beginning the first day of the calendar month following completion
of 30 days of regular service. The Plan covers all employees of the
Company or any other corporation affiliated with the Company, which
has adopted the Plan, who have completed 30 days of service, as
defined by the Plan, and are not leased employees. Each employee
may become a participant of the Plan on the first day of any
calendar month coinciding with, or following, the fulfillment of
the eligibility requirements.
The Plan is administered by executives of the Company (the “Plan
Administrator”). Prudential Trust Company serves as the Plan
Trustee (the “Trustee”) and The Prudential Investment Company of
America serves as Plan Recordkeeper and Custodian.
The Plan was amended effective March 1, 2019 to merge The Huttig
Building Products Voluntary Savings and Investment Plan (the
"Merged Plan") into the Plan. As a result, $4,067,437, consisting
of mutual funds of $3,942,868 and loans of $124,569, was
transferred into the Plan on that date.
Plan participants may contribute a percentage of their annual
compensation, up to the maximum allowable under Section 402 (g) of
the IRC. Contributions may be made prior to Federal and certain
other income taxes pursuant to Section 401(k) of the IRC or on an
after-tax basis. Plan participants must elect out of the minimum
annual contribution. Eligible employees are automatically enrolled
at 4% with an automatic deferral percentage increase of 1% each
Plan year up to a maximum of 10% of compensation. Employees have an
option to elect out of the automatic enrollment and automatic
increase. Employees in the Merged Plan are not subject to automatic
enrollment or automatic escalations. Participants
attaining the age of 50 before the end of the year are eligible to
make catch-up contributions. The Plan allows participants to make
Roth contributions to the Plan.
Company matching contributions are discretionary as determined by
the Board of Directors. The Company makes matching contributions of
50% of each employee’s elective contribution, not to exceed 6% of
the employee’s compensation. During the year ended December 31,
2020, the Company suspended matching contributions to the Plan for
a portion of the year as part of its COVID Readiness and Response
Plan. The Company made matching contributions of $558,778 and
$1,839,922 in 2020 and 2019, respectively.
The Company may also make a profit-sharing contribution on a
discretionary basis on behalf of all eligible participants employed
on the last day of the Plan year, as defined by the Plan, whether
or not they make an elective matching contribution for the Plan
year. Profit-sharing contributions are based on the Company’s
profitability and are allocated based on a participant’s yearly
eligible compensation as a percentage of total eligible
compensation for that particular year. These contributions are also
subject to certain limitations. There were no discretionary profit
sharing contributions remitted to the Plan in 2020 or 2019.
Participants may elect to place their deferred or non-deferred
contributions into the following investments: Huttig Common Stock,
Prudential Guaranteed Income Fund, and various mutual funds. As a
result of the spin-off of the Company by Crane Co.
5
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2020 and 2019
in 1999, all assets resulting from such transfer held
in
Crane Common Stock are held as a separate investment fund; however,
participants are not permitted to direct any contributions to the
Crane Common Stock
fund
after the effective date of the Plan.
|
(e)
|
Vesting and Forfeitures
|
Participants are always 100% vested in the value of their
contributions and the earnings thereon. Vesting of Company
contributions and the earnings thereon is determined based on the
participant’s years of vesting service. A participant is vested 20%
after each year of service and becomes fully vested after five
years of service or if employment terminates by reason of death,
permanent disability, or retirement at age 65. A terminated
participant forfeits non-vested Company contributions on the one
year anniversary of the participant’s termination.
Any amounts forfeited are first used for payment of employer
matching contributions and then to pay Plan expenses. The amounts
forfeited were $79,847 and $141,095 in 2020 and 2019,
respectively.
Amounts in a participant’s account and the vested portion of a
participant’s employer contributions are distributed upon
retirement, death, disability, or other termination of employment.
Distributions from the Huttig Common Stock fund are made in
cash.
|
(g)
|
Notes Receivable – Participants
|
Participants may borrow funds from their accounts up to 50% of the
total vested balance but not more than $50,000, less the
participant’s highest outstanding loan balance for the previous
12-month period. The minimum loan amount is $1,000. Loans are
repayable through payroll deductions over 1-10 years. At December
31, 2020, the interest rates on participants’ loans ranged from
4.25% – 8.75%. The loans are secured by the balance in the
participant’s account and bear interest at the initial lending rate
for the life of the loan. Loans taken out in 2020 had initial
lending rates of 4.25% to 5.75%, equal to the prime rate of 3.25%
to 4.75% plus 1%. Loans taken out in 2019 had initial lending rates
6.00% to 6.50%, equal to the prime rate plus 1%. Notes receivable -
participants are measured at the unpaid principal balance plus any
accrued unpaid interest. The outstanding balance of loans to
participants was $1,049,565 and $1,217,760 as of December 31, 2020
and 2019, respectively. Interest income on the loans is included as
interest income in the participant’s fund accounts based on their
elected loan allocation. If a participant ceases to make
loan repayments and the Plan Administrator deems the participant
loan to be in default, the participant loan balance is reduced, and
a benefit payment is recorded based on the terms of the Plan
document.
The Plan adopted the Coronavirus Aid, Relief, and Economic Security
Act (“CARES Act”) provisions allowing loan relief to delay certain
required loan repayments for one year. The one-year suspension of
loan repayments applies to qualified participants’ loan payments
due between March 27, 2020, and December 31, 2020. Following the
suspension period, these loans will be re-amortized over the
remaining period of the loans, plus the suspension period.
|
(h)
|
Plan Participant Accounts
|
Individual accounts are maintained for each Plan participant to
reflect the Plan participant’s share of the Plan’s income, the
Company’s contribution, and the Plan participant’s
contribution.
|
(i)Extension of Time for Filing
|
For the 2019 plan year, the Plan filed its Form 11-K after the
applicable June 29, 2020 deadline. The Plan relied on a 45-day
extension afforded by a Securities and Exchange Commission (“SEC”)
order under Section 36 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) Granting Exemptions from Specified
Provisions of the Exchange Act and Certain Rules
Thereunder, dated March 4, 2020 (Release No. 34-88318), as modified
and superseded by a new SEC order under Section 36 of the Exchange
Act Modifying Exemptions from the Reporting and Proxy Delivery
Requirements for Public Companies, dated March 25,
2020 (Release No. 34-88465) (collectively, the “Order”).
Specifically, the Plan relied on the Order due to limited
availability of key Company personnel and disrupted processes due
to the global novel coronavirus (COVID-19) pandemic.
6
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2020 and 2019
(2)
|
Summary of Significant Accounting Policies
|
|
(a)
|
Basis of Presentation
|
The accompanying financial statements of the Plan have been
prepared on the accrual basis of accounting.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and
deductions during the reporting period. Actual results could differ
from those estimates.
|
(c)
|
Administrative Expenses
|
The assets of the Plan shall be used to pay benefits as provided in
the Plan and, to the extent not paid directly by the Company, to
pay the reasonable expenses of administering the Plan.
Administrative expenses were $136,566 and $159,029 for the years
ended December 31, 2020 and 2019, respectively, recorded in
“benefits paid to participants” on the statements of changes in net
assets available for benefits.
|
(d)
|
Valuation of Investments and Income Recognition
|
Investments are reported at fair value, except for fully
benefit-responsive investment contracts. Fair value is the price
that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date. See note 4 for discussion of fair value
measurements.
The Plan invests in a guaranteed income fund that is a fully
benefit-responsive investment contract. Contract value is the
relevant measurement attribute for fully benefit-responsive
investment contracts because contract value is the amount
participants would receive if they were to initiate permitted
transactions under the terms of the Plan.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date. Net appreciation includes the
Plan’s gains on investments bought and sold as well as held during
the year.
Benefit payments to participants are recorded upon
distribution.
(3)
|
Change in Accounting Principle
|
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement
(Topic 820) Disclosure Framework - Changes to the Disclosure
Requirements for Fair Value Measurement. The primary focus of ASU
2018-13 is to improve the effectiveness of disclosure requirements
for fair value measurements. The amendments in ASU 2018-13 apply to
all entities that are required, under existing GAAP, to make
disclosures about recurring or nonrecurring fair value
measurements. Certain of the disclosures that are required by the
amendments in ASU 2018-13 are not required for nonpublic entities.
ASU 2018-13 is effective for all entities for fiscal years
beginning after December 15, 2019. The adoption of ASU 2018-13 did
not have a material effect on the Plan’s financial statements.
(4)
|
Fair Value Measurements
|
FASB ASC 820, Fair Value
Measurements and Disclosures establishes a fair value
hierarchy that prioritizes inputs to valuation techniques used to
measure fair value. This hierarchy consists of three broad levels:
Level 1 inputs have the highest priority and consist of unadjusted
quoted prices in active markets for identical assets; Level 2
inputs consist of quoted market prices in active markets for
similar type assets; and Level 3 consist of unobservable inputs and
are the lowest priority. The Plan uses appropriate techniques based
on the available inputs to measure the fair value of its
investments. When available, the Plan measures fair value using
Level 1 inputs because they generally provide the most reliable
evidence of fair value. There have been no changes in methodologies
used at December 31, 2020 or 2019. The Plan had no assets measured
at fair value on a nonrecurring basis.
7
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2020 and 2019
Level 1 Fair Value Measurements
The fair value of mutual funds is based on quoted net asset values
of the shares held by the Plan at year-end. The fair value of
common stock is based on quoted market prices.
Level 2 Fair Value Measurements
Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted market prices in active markets for
similar assets or liabilities, quoted prices for identical or
similar assets or liabilities in markets that are not active, or
other inputs that are observable or can be corroborated by
observable market data for substantially the full term of the
assets or liabilities. The Plan has no Level 2 investments.
Level 3 Fair Value Measurements
The fair value is based upon significant unobservable inputs,
including the reporting entity’s own assumptions in determining the
fair value of investments. The Plan has no Level 3 investments.
Recurring Measurements
The following table presents the fair value measurements of assets
and liabilities recognized in the accompanying statements of net
assets available for benefits measured at fair value on a recurring
basis and the level within the fair value hierarchy in which the
fair value measurements fall at December 31, 2020 and 2019:
|
|
|
|
|
|
Fair Value Measurements Using:
|
|
|
|
|
|
|
|
Quoted Prices
in Active
Markets for
|
|
|
Other
Significant
Observable
|
|
|
Significant
Unobservable
|
|
December 31, 2020
|
|
Fair Value
|
|
|
Identical Assets
(Level 1)
|
|
|
Inputs
(Level 2)
|
|
|
Inputs
(Level 3)
|
|
Mutual Funds
|
|
$
|
68,191,511
|
|
|
$
|
68,191,511
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Huttig Common Stock
|
|
|
5,343,117
|
|
|
|
5,343,117
|
|
|
|
—
|
|
|
|
—
|
|
Crane Common Stock
|
|
|
1,070,742
|
|
|
|
1,070,742
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
74,605,370
|
|
|
$
|
74,605,370
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Fair Value Measurements Using:
|
|
|
|
|
|
|
|
Quoted Prices
in Active
Markets for
|
|
|
Other
Significant
Observable
|
|
|
Significant
Unobservable
|
|
December 31, 2019
|
|
Fair Value
|
|
|
Identical Assets
(Level 1)
|
|
|
Inputs
(Level 2)
|
|
|
Inputs
(Level 3)
|
|
Mutual Funds
|
|
$
|
63,374,150
|
|
|
$
|
63,374,150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Huttig Common Stock
|
|
|
2,253,381
|
|
|
|
2,253,381
|
|
|
|
—
|
|
|
|
—
|
|
Crane Common Stock
|
|
|
1,607,584
|
|
|
|
1,607,584
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
67,235,115
|
|
|
$
|
67,235,115
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(5)
|
Fully Benefit-Responsive Investment Contact at Contract Value
|
The contract issuer of the guaranteed income fund is contractually
obligated to repay the principal and interest at a specified
interest rate that is guaranteed to the Plan. The crediting rate is
based on a formula established by the contract issuer, but may not
be less than 1.50%. The crediting rate is reviewed on a semi-annual
basis for reset. The contract cannot be terminated before the
scheduled maturity date.
The Plan’s ability to receive amounts due in accordance with the
fully benefit-responsive investment contract is dependent on the
third party issuer’s ability to meet their financial obligations.
The issuer’s ability to meet their contractual obligations may be
affected by future economic and regulatory developments.
8
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2020 and 2019
Generally,
no event could limit the ability of the Plan to transact at
contract value within 90 days,
or in rare circumstances, contract value paid over time.
There are no events that allow the issuer to terminate the contract
and which require the Plan to settle at an amount different than
contract value paid either within 90 days or over time.
The Plan operates under a non-standardized adoption agreement in
connection with a prototype retirement plan and trust/custodial
document sponsored by The Prudential Investment Company of America.
This prototype plan document has been filed with the appropriate
agency and received a favorable opinion letter from the Internal
Revenue Service on April 29, 2014 stating the plan, as then
designed, was in compliance with the applicable Internal Revenue
Code. The Plan itself has not obtained or requested a determination
letter. However, the Plan Administrator believes that the Plan is
currently designed and being operated in compliance with the
applicable requirements of the IRC and that the Plan was qualified
and the related trust was tax exempt as of the financial statement
date.
(7)
|
Distribution of Assets Upon Termination of the Plan
|
Huttig reserves the right to terminate the Plan, in whole or in
part, at any time. In the event of termination, all amounts
credited to the participant accounts will become 100% vested. If
the Plan is terminated at any time or contributions are completely
discontinued and Huttig determines that the trust shall be
terminated, all accounts shall be revalued as if the termination
date was a valuation date and such accounts shall be distributed to
participants. If the Plan is terminated or contributions completely
discontinued, but Huttig determines that the trust shall be
continued pursuant to the terms of the trust agreement,
participants or the Company shall make no further contributions,
but the trust shall be administered as though the Plan were
otherwise in effect. There are no intentions to terminate the Plan
at this time.
(8)
|
Related Party Transactions
|
Prudential Trust Company manages certain Plan investments composed
of shares of mutual funds and the guaranteed income fund.
Prudential Trust Company is the Trustee, as defined by the Plan,
and therefore, these transactions qualify as party-in-interest
transactions.
Notes receivable from participants of $1,049,565 and $1,217,760 as
of December 31, 2020 and 2019, respectively, with interest rates
ranging from 4.25% to 8.75% qualify as party-in-interest.
Additionally, Plan investments include shares of Huttig Building
Products, Inc. common stock. Huttig Building Products, Inc. is the
Plan Sponsor, as defined by the Plan and, therefore, these
transactions qualify as party-in-interest transactions. These
party-in-interest transactions are allowable under ERISA
regulations. The Plan has investments in Huttig Common Stock as of
December 31, 2020, and 2019, of $5,343,117 and $2,253,381,
respectively. The participant can reallocate Huttig Common Stock at
any time.
As of December 31, 2020 and 2019, the Plan held approximately
1,455,890 and 1,463,234 shares, respectively, of Huttig Common
Stock. Total outstanding Huttig Common Stock as of December 31,
2020, was approximately 27 million shares.
During the years ended December 31, 2020 and 2019, the Plan had the
following transactions involving Huttig Common Stock:
|
|
2020
|
|
|
2019
|
|
Shares purchased
|
|
|
148,725
|
|
|
|
166,523
|
|
Shares sold
|
|
|
156,761
|
|
|
|
178,834
|
|
Cost of shares purchased
|
|
$
|
211,637
|
|
|
$
|
397,902
|
|
Cost of shares sold
|
|
$
|
499,928
|
|
|
$
|
752,212
|
|
Net proceeds from shares sold
|
|
$
|
302,870
|
|
|
$
|
403,394
|
|
(9)
|
Risks and Uncertainties
|
The Plan invests in various investment securities. Investment
securities are exposed to various risks such as interest rate,
market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible
that changes in the
9
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2020 and 2019
value of investment securities will occur in the near term and that
such changes could materially affect participants’ account balances
and the amounts reported in the statement of net assets available
for benefits.
Effective April 26, 2021, the Company reinstated the employer match
of 50% of each employee's elective contribution, on up to 6% of the
employee’s compensation.
10
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
Schedule H, Line 4i – Schedule of Assets Held (at end of year)
EIN #43-0334550
Plan No. 006
December 31, 2020
(a)
|
(b) Identity of Issuer
|
(c) Description
|
|
(d) Cost
|
|
(e) Current Value
|
|
*
|
Prudential Guaranteed Income Fund
|
Unallocated Investment Contract
|
|
**
|
|
$
|
17,994,769
|
|
*
|
Prudential Jennison Growth Z
|
Mutual Fund
|
|
**
|
|
|
14,196,950
|
|
|
American Funds EuroPacific Growth A
|
Mutual Fund
|
|
**
|
|
|
9,695,496
|
|
|
BlackRock Equity Dividend Instl
|
Mutual Fund
|
|
**
|
|
|
9,612,222
|
|
|
Vanguard 500 Index Admiral
|
Mutual Fund
|
|
**
|
|
|
6,007,157
|
|
|
Metropolitan West Total Return Bd M
|
Mutual Fund
|
|
**
|
|
|
5,500,343
|
|
*
|
Huttig Common Stock
|
Company Stock
|
|
**
|
|
|
5,343,117
|
|
|
T Rowe Price Mid-Cap Growth
|
Mutual Fund
|
|
**
|
|
|
4,425,151
|
|
|
JPMorgan Mid Cap Value L
|
Mutual Fund
|
|
**
|
|
|
3,641,996
|
|
|
American Balanced Fund
|
Mutual Fund
|
|
**
|
|
|
3,580,400
|
|
|
Virtus Vontobel Emerging Market Opps I
|
Mutual Fund
|
|
**
|
|
|
3,032,197
|
|
|
T Rowe Price QM US Small-Cap Gr Equity
|
Mutual Fund
|
|
**
|
|
|
2,715,683
|
|
|
Templeton Global Bond Fund A
|
Mutual Fund
|
|
**
|
|
|
2,588,168
|
|
|
Undiscovered Managers Behavioral Val L
|
Mutual Fund
|
|
**
|
|
|
2,166,882
|
|
|
Crane Company Common Stock
|
Company Stock
|
|
**
|
|
|
1,070,742
|
|
|
Vanguard Small Cap Index Admiral
|
Mutual Fund
|
|
**
|
|
|
434,224
|
|
|
Vanguard Mid Cap Index Admiral
|
Mutual Fund
|
|
**
|
|
|
389,272
|
|
|
Vanguard Total Intl Stock Index Admiral
|
Mutual Fund
|
|
**
|
|
|
205,370
|
|
*
|
Notes receivable – participants
|
Interest rates 4.25% to 8.75%;
maturing dates vary through 2034
|
|
|
|
|
1,049,565
|
|
|
|
|
|
|
|
$
|
93,649,704
|
|
*
|
Represents a party-in-interest investment allowable under ERISA
regulations.
|
**
|
Cost omitted for participant-directed investments
|
See accompanying report of independent registered public accounting
firm
The accompanying notes are an integral part of this schedule.
11
EXHIBIT INDEX
12
SIGNATURES
The Plan. Pursuant to the
requirements of the Securities Exchange Act of 1934, the Trustees
(or other persons who administer the employee benefit plan) have
duly caused this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
|
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
|
|
|
|
HUTTIG BUILDING PRODUCTS, INC.
|
|
(Plan Administrator)
|
|
|
Date: June 28, 2021
|
By:
|
/s/ Douglas D. Loucks
|
|
Name:
|
Douglas D. Loucks
|
|
Title:
|
Corporate Controller and Treasurer
|
13
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