-----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, HshgZZcBwkA4NfpMApNsRI2ysrjie43YyCcOPDpfQSNIbXOMtHCRtivA42r425mv UYh1MkPwydVq9kwL/KHp8A== 0000911916-01-500043.txt : 20010702 0000911916-01-500043.hdr.sgml : 20010702 ACCESSION NUMBER: 0000911916-01-500043 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTB INTERNATIONAL CORP CENTRAL INDEX KEY: 0001038005 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 351970751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-22973 FILM NUMBER: 1672784 BUSINESS ADDRESS: STREET 1: STATE ROAD 15 NORTH STREET 2: P O BOX 2000 CITY: MILFORD STATE: IN ZIP: 46542-2000 BUSINESS PHONE: 2196584191 MAIL ADDRESS: STREET 1: STATE ROAD 15 NORTH STREET 2: P O BOX 2000 CITY: MILFORD STATE: IN ZIP: 46542 11-K 1 elevenk.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [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 For the transition period from ____ to ____. Commission file number: 000-22973. A. Full title of the plan and the address of the plan, if different from that of the issuer named below: CTB, INC. PROFIT SHARING PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CTB INTERNATIONAL CORP. STATE ROAD 15 NORTH P.O. BOX 2000 MILFORD, INDIANA 46542-2000 REQUIRED INFORMATION Item 4. The Plan is subject to the Employee Retirement Income Security Act of 1974 ("ERISA") and the Plan's financial statements and schedules have been prepared in accordance with the financial reporting requirements of ERISA. Such financial statements and schedules are included in this Report in lieu of the information required by Items 1-3 of Form 11-K. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: Independent Auditors' Report Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 2000 and 1999 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2000 and 1999 Notes to Financial Statements Supplemental Schedules: Form 5500, Schedule H, Part IV, Line 4(i) - Schedule of Assets Held for Investment Purposes as of December 31, 2000 Form 5500, Schedule H, Part IV, Line 4(j) - Schedule of Reportable Transactions for the Year Ended December 31, 2000 (Supplemental schedules not listed are omitted due to the absence of conditions under which they are required.) (b) Exhibits 23 - Consent of Deloitte & Touche LLP INDEPENDENT AUDITORS' REPORT CTB, Inc. Profit Sharing Plan: We have audited the accompanying statements of net assets available for benefits of CTB, Inc. Profit Sharing Plan (the "Plan") as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for the years then ended. 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 audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements 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 years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment purposes as of December 31, 2000 and (2) reportable transactions for the year ended December 31, 2000 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audits of the basic 2000 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ DELOITTE & TOUCHE LLP Chicago, Illinois May 22, 2001
CTB, INC. PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2000 AND 1999 ___________________________________________________________________________ ASSETS 2000 1999 INVESTMENTS - At fair value: Collective investment funds $39,541,431 $43,577,356 Mutual funds 12,237,450 Common stock 1,289,392 1,080,643 Money market fund 183,887 7,040,672 ___________ ___________ Total investments 53,252,160 51,698,671 RECEIVABLES: Interest and dividends 8,141 29,554 Employer contributions 307,176 50,933 Employee contributions 49,644 Investment sales 26,129 2,265,916 ___________ ___________ Total receivables 391,090 2,346,403 ___________ ___________ Total assets 53,643,250 54,045,074 LIABILITIES ACCOUNTS PAYABLE FOR PENDING INVESTMENT PURCHASES 69,797 __________ ___________ NET ASSETS AVAILABLE FOR BENEFITS $ 53,573,453 $54,045,074 ============ =========== See notes to financial statements.
CTB, INC. PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 2000 AND 1999 ___________________________________________________________________________ 2000 1999 ADDITIONS: Investment income: Interest, dividend and other income $ 943,049 $ 234,779 Net (depreciation) appreciation in fair (1,547,102) 4,360,830 value of investments _____________ __________ Net investment income (loss) (604,053) 4,595,609 Contributions: Employer contributions 2,414,004 1,254,786 Employee contributions 1,729,719 1,653,880 Transfers from other benefit plans (Note 1) 1,509,513 Rollover contributions - participants 42,876 42,173 _____________ __________ Total additions 5,092,059 7,546,448 DEDUCTIONS: Payments to participants 5,490,106 6,077,555 Administrative expenses 73,574 213,886 _____________ __________ Total deductions 5,563,680 6,291,441 _____________ __________ NET (DECREASE) INCREASE IN PLAN ASSETS (471,621) 1,255,007 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 54,045,074 52,790,067 _____________ __________ End of year $53,573,453 $54,045,074 =========== =========== See notes to financial statements.
CTB, INC. PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 AND 1999 1. DESCRIPTION OF THE PLAN The following brief description of the CTB, Inc. Profit Sharing Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. GENERAL - The Plan is a defined contribution plan for all employees over the age of 18 of CTB, Inc. (the "Company"), Sibley Industries, Inc. and STACO, Inc., other than temporary employees. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). ADMINISTRATION - A trustee appointed by the Company maintains a separate fund for the Plan, invests contributions, disburses funds to participants and maintains individual members' accounts to which fund assets are allocated. In 1999, Plan administrative expenses were paid by the Plan. In 2000, only distribution, education and audit expenses are paid by the Plan. All other administrative expenses are incorporated in prices paid for investments. CONTRIBUTIONS - Employees may elect to contribute up to 16% of their total compensation to the Plan on a pretax basis. Individual employee contributions cannot exceed certain levels as prescribed by the Internal Revenue Code. Upon authorization of the Company's Board of Directors, the Company may make a matching contribution. The Company's matching 401(k) contributions for 2000 and 1999 were 50% of the first 4% of base pay contributed per employee and amounted to approximately $422,000 and $385,000, respectively. In addition to its matching contributions, the Company may make discretionary contributions based upon the Company's earnings. Company contributions of approximately $1,992,000 in 2000 and $932,000 in 1999 were made at the discretion of the Company and approved by the Company's Board of Directors. Employees may direct their own contributions and the Company's matching and discretionary contributions to any or all of ten funds: Prism Managed Guaranteed Investment Contract ("Magic") Fund, AIM Balanced Fund, American Europacific Growth Fund, Franklin Small Cap Growth Fund, JANUS Fund, MAS Mid Cap Growth Portfolio Fund, Prism Value Equity Fund, Prism Equity Index Fund, PIMCO Total Return Fund, and CTB International Corp. (employer) Stock Fund. Beginning in 2000, employees may change their investment options daily. Effective October 1, 2000, the net assets of the Sibley Industries, Inc. 401(k) Profit Sharing Plan and the STACO, Inc. 401(k) Thrift/Profit Sharing Plan were contributed to the Plan. The amounts contributed by these plans were $715,063 and $794,450, respectively. PLAN FUNDING - The Company's discretionary contributions and Plan earnings thereon and forfeitures are allocated to the account of each participant based on the ratio of each participant's compensation to total annual compensation of all participants during the year. VESTING - Participants immediately vest in their contributions and actual earnings thereon. Participants vest in their allocated portion of the Company's contributions and related Plan earnings based upon length of service. Such vesting ranges from 20% after three years of service to 100% after seven years of service. PARTICIPANT ACCOUNTS - Each participant's account is credited with the participant's contributions and withdrawals, as applicable, and allocations of (a) Company contributions, and (b) Plan earnings, and debited with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants' nonvested accounts are reallocated to the remaining participants. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. PAYMENT OF BENEFITS - On termination of service, a participant may elect to receive either a lump-sum amount or periodic installments equal to the value of the participant's vested interest in his or her account. TERMINATION - The Company expects the Plan to continue indefinitely, but has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event the Company terminates the Plan, the interest of all participants will be fully vested. TAX STATUS - The Plan has obtained a determination letter, dated May 14, 1996, 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 Administrator believes that the Plan is currently designed and being operated in compliance with applicable rules and regulations. Therefore, no provision for income taxes has been included in the Plan's financial statements. 2. ACCOUNTING POLICIES The following are the significant accounting policies followed by the Plan: BASIS OF ACCOUNTING - The financial statements of the Plan are prepared using the accrual method of accounting. USE OF ESTIMATES - 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 reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for plan benefits. INVESTMENT VALUATION AND INCOME RECOGNITION - Investments in collective investment funds are stated at fair value based on closing prices of the net assets of shares held by the Plan at year-end. Other investments are stated at fair market value based upon quoted market prices. Net appreciation (depreciation) on investments for the year is reflected in the Statement of Changes in Net Assets Available for Benefits. 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. 3. INVESTMENTS The Plan's investments which exceeded 5% of net assets available for benefits as of December 31, 2000 and 1999 are as follows:
DESCRIPTION OF INVESTMENT 2000 1999 _________________________ ____ ____ Key Trust Company of Indiana, NA: Prism Magic Fund $16,558,636 Prism Equity Index Fund 12,568,374 Prism Value Equity Fund 10,414,421 Employee Benefit Magic Fund $17,555,363 Employee Benefit Equity Index Fund 13,581,567 Employee Benefit Value Equity Fund 12,440,426 Money Market Fund 7,040,672 Franklin Small Cap Growth Fund 3,094,696 JANUS Fund 3,353,717 MAS Mid Cap Growth Portfolio Fund 2,722,809
The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) (depreciated) appreciated in value as follows:
2000 1999 ____ ____ Mutual Funds $(2,262,221) Collective investment funds 328,901 $4,920,588 U.S. government securities (184,604) Common stock 386,218 (375,154) ____________ ___________ $(1,547,102) $4,360,830 =========== ==========
4. RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of collective mutual funds managed by Key Trust Company of Indiana, NA. Key Trust Company of Indiana, NA is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for the investment management services amounted to $50,255 and $133,537 for the years ended December 31, 2000 and 1999, respectively. CTB, INC. PROFIT SHARING PLAN FORM 5500, SCHEDULE H, PART IV, LINE 4I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 2000 ___________________________________________________________________________________
NUMBER FAIR OF UNITS DESCRIPTION OF INVESTMENT VALUE ________ _________________________ ___________ COLLECTIVE INVESTMENT FUNDS Key Trust Company of Indiana, NA:* 140,460 Prism Equity Index Fund $12,568,374 166,804 Prism Value Equity Fund 10,414,421 1,149,291 Prism Magic Fund 16,558,636 ___________ Total collective investment funds 39,541,431 MUTUAL FUNDS 20,462 AIM Balanced Fund 615,702 33,494 American Europacific Growth Fund 1,050,041 78,685 Franklin Small Cap Growth Fund 3,094,696 100,742 JANUS Fund 3,353,717 111,226 MAS Mid Cap Growth Portfolio Fund 2,722,809 134,792 PIMCO Total Return Fund 1,400,485 ___________ Total equity mutual funds 12,237,450 COMMON STOCK 161,801 CTB International Corp. * 1,289,392 ___________ Total common stock 1,289,392 MONEY MARKET FUND 183,887 EB Money Market Fund 183,887 ___________ Total money market fund 183,887 ___________ TOTAL ASSETS HELD FOR INVESTMENT $53,252,160 =========== * Party-in-interest
CTB, INC. PROFIT SHARING PLAN FORM 5500, SCHEDULE H, PART IV, LINE 4(J) - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 2000 _______________________________________________________________________________
PURCHASES SALES _______________________ ______________________ NUMBER NUMBER GAIN (LOSS) OF OF ON SECURITIES DESCRIPTION TRANSACTIONS COST TRANSACTIONS PROCEEDS SOLD ___________ ____________ ____ ____________ ________ _____________ Prism Equity Index Fund 1 $3,528,629
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. CTB, INC. PROFIT SHARING PLAN By: CTB, Inc. Profit Sharing Committee Date: June 28, 2001 /S/ DON J. STEINHILBER Don J. Steinhilber, Member /S/ MICHAEL J. KISSANE Michael J. Kissane, Member /S/ MARK W. NEAL Mark W. Neal, Member /S/ RICHARD A. VAN PUFFELEN Richard A. Van Puffelen, Member EX-23 2 ex23.txt EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-95843 of CTB International Corp. on Form S-8 of our report dated May 22, 2001, appearing in this Annual Report on Form 11-K of CTB, Inc. Profit Sharing Plan for the year ended December 31, 2000. /s/ DELOITTE & TOUCHE LLP Chicago, Illinois June 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----