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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2000
PROFIT SHARING AND RETIREMENT PLAN OF
CENTEX CONSTRUCTION PRODUCTS, INC.
(Full title of plan)
Commission File No. 1-12984
CENTEX CONSTRUCTION PRODUCTS, INC.
2728 N. Harwood
Dallas, Texas 75201
(Name of issuer and address of principal executive offices)
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PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CONSTRUCTION PRODUCTS, INC.
Financial Statements As Of December 31, 2000 And 1999,
And Supplemental Schedule As Of December 31, 2000
Together With Report Of Independent Public Accountants
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Profit Sharing And Retirement Plan
Of Centex Construction Products, Inc.:
We have audited the accompanying statements of net assets available for benefits of the Profit Sharing and Retirement Plan of Centex Construction Products, Inc. (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 and the schedule referred to below are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. 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, 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 its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets Held for Investment Purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. The supplemental schedule has been subjected to the auditing procedures applied in the audits 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.
Dallas, Texas,
June 6, 2001
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PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CONSTRUCTION PRODUCTS, INC.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 2000 AND 1999
| Page(s) | ||||
Statements of Net Assets Available for Benefits
as of December 31, 2000 and 1999 |
3 | |||
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 2000
and 1999 |
4 | |||
Notes to Financial Statements |
5-9 | |||
Schedule H, Part IV, Line 4i — Schedule of Assets
Held for Investment Purposes as of December 31, 2000 |
10 | |||
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PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CONSTRUCTION PRODUCTS, INC.
STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2000 AND 1999
| 2000 | 1999 | ||||||||||
ASSETS: |
|||||||||||
Participant Directed Investments,
at Fair Market Value - |
|||||||||||
Investment in Master Trust |
$ | 21,175,450 | $ | 21,259,658 | |||||||
Investment in CXP Common Stock Fund |
1,125,952 | 1,801,694 | |||||||||
Investment in Centex Common Stock Fund |
391,240 | 312,584 | |||||||||
Participant Loans |
100,010 | 37,041 | |||||||||
Total Investments |
22,792,652 | 23,410,977 | |||||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 22,792,652 | $ | 23,410,977 | |||||||
The accompanying notes are an integral part of these financial statements.
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PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CONSTRUCTION PRODUCTS, INC.
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
| 2000 | 1999 | |||||||||
ADDITIONS TO NET ASSETS: |
||||||||||
Company contributions |
$ | 989,175 | $ | 753,557 | ||||||
Participant contributions |
1,221,749 | 856,773 | ||||||||
Interest and dividends |
651,490 | 117,966 | ||||||||
Net change in fair market value of investments |
(2,062,377 | ) | 2,438,886 | |||||||
Total additions |
800,037 | 4,167,182 | ||||||||
DEDUCTIONS FROM NET ASSETS: |
||||||||||
Distributions to participants |
1,400,001 | 2,486,412 | ||||||||
Administrative expenses |
18,361 | 134,517 | ||||||||
Total deductions |
1,418,362 | 2,620,929 | ||||||||
NET INCREASE (DECREASE) IN NET ASSETS |
||||||||||
AVAILABLE FOR BENEFITS |
(618,325 | ) | 1,546,253 | |||||||
NET ASSETS AVAILABLE FOR BENEFITS: |
||||||||||
Beginning of year |
23,410,977 | 21,864,724 | ||||||||
End of year |
$ | 22,792,652 | $ | 23,410,977 | ||||||
The accompanying notes are an integral part of these financial statements.
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PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CONSTRUCTION PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
(1) SUMMARY DESCRIPTION OF THE PLAN:
| The Profit Sharing and Retirement Plan of Centex Construction Products, Inc., (the “Plan”), created on April 1, 1994, is a defined contribution retirement plan covering eligible employees of Centex Construction Products, Inc. (the “Company” or “CXP”) and eligible employees of certain subsidiaries of the Company which have adopted the Plan with the Company’s consent. The Company and the certain subsidiaries collectively comprise the “Participating Employers.” The Plan is administered by an Administrative Committee (the “Committee”) appointed by the Board of Directors of the Company. The Plan’s assets are held in a separate trust (the “Trust”) which participates in a master trust (the “Master Trust”) governed by a trust agreement (the “Trust Agreement”) with Fidelity Management Trust Company (the “Trustee”), which is held accountable by and reports to the Committee. Prior to November 1, 1999, State Street Bank and Trust served as the Plan trustee, at which point the Board of Directors of the Company appointed Fidelity Management Trust Company as trustee. Contributions are made by the Participating Employers as determined by their respective Boards of Directors. The Plan permits employees to contribute up to 15% of their compensation (up to a maximum of $10,500) to a 401(k) account upon the date of hire. |
| Employees of Participating Employers become eligible to participate in profit sharing after completing one year of service, as defined, provided the employee is not a member of a group or class of employees covered by a collective bargaining agreement unless such agreement extends the Plan to such group or class of employees. One year of service, for purposes of eligibility, is defined as the 12 consecutive month period during which the employee worked 1,000 hours, ending on the first anniversary of the employee’s date of hire or the end of any Plan year thereafter. The Plan also permits participant voluntary (after-tax) contributions of up to 10% of compensation, as defined. Total additions to a participant’s account are limited to a maximum of 25% of compensation (up to a maximum of $30,000) for 401(k), Participating Employer contributions, forfeitures, and voluntary (after-tax) contributions on a combined basis. |
| After two years of service, a participant is vested in 10% of Participating Employer contributions, forfeitures, and related earnings. Participants vest an additional 10% after three years of service and 20% for each additional year of service after that. A participant is fully vested after seven years of service or upon retirement, full and permanent disability, or death. Participants are always fully vested in their 401(k) and voluntary contributions and related earnings. |
| Although there is no intention to do so, the Company has the right to discontinue contributions and terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan provides that, in the event of termination, participants will become fully vested in their Participating Employer contributions, and the method of distribution of assets will be in accordance with the provisions of ERISA. |
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| Employer contributions are allocated to participant accounts on a pro rata basis determined by each participant’s length of service and salary. Forfeitures of $38,884 and $19,968 were used to reduce employer contributions for the years ended December 31, 2000 and 1999, respectively. |
| Active participants may borrow up to 50% of the vested portion of their account with Committee approval, but only for specific uses, as defined, not in excess of $50,000. Loans are collateralized by participant accounts. Such loans bear interest at a rate which approximates market rates and are generally repayable to the Plan within five years. Interest rates ranged from 10.25% to 11.00% and 9.75% to 10.25% for the years ended December 31, 2000 and 1999, respectively. |
| Through October 31, 1999, the Plan allowed participants to direct their accounts into four different Life Solutions Funds, the Centex Construction Products Stock Fund (CXPSF), a S&P 500 Stock Fund, a Short-Term Bond Fund, a Bond Index Fund, a Short-Term Investment Fund, an International Stock Fund, and a Russell 2000 Stock Fund. Certain of these investment options were available only effective April 1, 1999. The Plan changed investment managers to Fidelity Management Trust Company on November 1, 1999. Participants must now direct their accounts into five different mutual funds (the “Strategy Funds”), the CXPSF, Fidelity Retirement Money Market Portfolio, Fidelity Short-Term Bond Fund, Fidelity U.S. Bond Index Fund, Spartan Extended Market Index Fund, Spartan U.S. Equity Index Fund, Fidelity Diversified International Fund, Fidelity Equity-Income II Fund, Fidelity Dividend Growth Fund, Fidelity Aggressive Growth Fund, and Fidelity Low-Priced Stock Fund. The Strategy Funds are as follows: Strategy: Near Retirement, Strategy: 2010, Strategy: 2020, Strategy: 2030, and Strategy: 2040. Another fund, the Centex Common Stock Fund (CCSF), exists for those employees who chose to retain their balance in this fund upon transfer of all of their balances from the Profit Sharing and Retirement Plan of Centex Corporation to the Plan. No additional contributions to this fund are permitted. |
| Participants may allocate up to 15% of employer and participant (before and after-tax) contributions to the CXPSF, whereas up to 100% may be allocated to any other investment option (except the CCSF) offered by the Plan. |
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
| The Company and its affiliates have several retirement plans which are funded through the Master Trust. The Master Trust allocates investment income to the Plan based on the Plan’s pro rata share of Master Trust assets. Investment income is then allocated to participants on a pro rata basis. Administrative expenses for the year ended December 31, 2000 include Trustee and record keeper fees. Administrative expenses for the year ended December 31, 1999 also included fund management fees incurred prior to November 1, 1999, when State Street Bank and Trust was the Plan trustee. Under the current Trustee, all fund management fees are charged directly to the Master Trust and therefore are included in the net change in fair market value of investments, resulting in a significant decrease in administrative expenses from the prior year. Administrative expenses are allocated on a pro rata basis to each plan. |
| The financial statements of the Plan are presented on the accrual basis of accounting. Investments of the Plan represent its pro rata share in the Master Trust assets and are stated at the latest redemption price |
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| (which is equivalent to current value). Shares of the CXPSF and the CCSF are valued at the quoted market price in an active market. Investment transactions are recorded by the Trustee at cost or sales price on the trade date basis. Unrealized appreciation (depreciation) is the difference between the revalued cost (fair market value at the beginning of the plan year) and the current value of investments. |
| The preparation of these financial statements requires the use of certain estimates in determining net assets available for benefits and changes in net assets available for benefits. Actual results could differ from those estimates. |
| Benefits are recorded when paid. |
| Certain administrative expenses of the Plan are paid by the Plan’s sponsor. The Plan is not required to reimburse the sponsor for any administrative expenses paid by the sponsor. |
(3) CHANGE IN FAIR MARKET VALUE OF INVESTMENTS:
| The net change in realized and unrealized appreciation (depreciation) in fair market value of investments included in the accompanying Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2000 and 1999, consisted of the following: |
| 2000 | 1999 | ||||||||
Investment in Master Trust |
$ | (1,662,907 | ) | $ | 2,815,457 | ||||
Centex Common Stock Fund |
131,383 | (284,394 | ) | ||||||
CXP Common Stock Fund |
(530,853 | ) | (92,177 | ) | |||||
Totals |
$ | (2,062,377 | ) | $ | 2,438,886 | ||||
(4) INCOME TAX STATUS:
| The Company received a favorable determination letter dated January 9, 1996 from the Internal Revenue Service stating that the Plan and the related trust are qualified and exempt from federal income taxes under Sections 401(a) and 501(a) of the Internal Revenue Code (IRC), as amended. The Plan has been amended since receiving the determination letter. However, the Company and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with applicable provisions of the IRC. |
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(5) INVESTMENT IN MASTER TRUST:
| The Master Trust invests in mutual funds (see Note 1). The following is a summary of the mutual funds of the Master Trust investments at fair market value as of December 31, 2000 and 1999: |
| 2000 | 1999 | |||||||
Investment in Mutual
Funds |
$ | 285,678,401 | $ | 284,034,725 | ||||
| The income recorded by the Master Trust for the year ended December 31, 2000 is as follows: |
| Interest | Change in | |||||||
| and Dividends | Fair Market Value | |||||||
Investment in Mutual Funds |
$ | 9,212,723 | $ | (29,035,332 | ) | |||
| The Plan’s undivided interest in the assets held by the Master Trust was approximately 7% and 8% for the years ended December 31, 2000 and 1999, respectively. |
(6) ASSETS HELD FOR INVESTMENT:
| The fair market value of the following investments represented 5% or more of the Plan’s net assets available for benefits at December 31, 2000 and 1999: |
| 2000 | 1999 | |||||||
CXP Common Stock |
$ | — | $ | 1,801,694 | ||||
Spartan U.S. Equity Index Fund |
4,480,592 | 5,468,916 | ||||||
Strategy: Near Retirement |
1,514,310 | 1,573,066 | ||||||
Strategy: 2010 |
4,678,503 | 5,841,067 | ||||||
Strategy: 2020 |
4,768,886 | 5,408,187 | ||||||
Fidelity Aggressive Growth |
2,118,335 | — | ||||||
(7) RELATED-PARTY TRANSACTIONS:
| Certain Plan investments are shares of funds managed by the Trustee, and therefore, these transactions qualify as party-in-interest transactions. |
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(8) RECONCILIATION TO FORM 5500:
| As of December 31, 2000, the Plan had approximately $2,968 of pending distributions to participants who elected to withdraw from the Plan. These amounts are recorded as a liability in the Plan’s Form 5500; however, in accordance with generally accepted accounting principles, these amounts are not recorded as a liability in the accompanying Statements of Net Assets Available for Plan Benefits. The following reconciles net assets available for benefits per the financial statements to Form 5500 as filed by the Company for the year ended December 31, 2000: |
Net assets available for Plan benefits per the financial statements |
$ | 22,792,652 | ||
Amounts allocated to withdrawing participants |
(2,968 | ) | ||
Net assets available for Plan benefits per Form 5500 |
$ | 22,789,684 | ||
| The following reconciles benefits paid to participants per the financial statements to Form 5500 as filed by the Company for the year ended December 31, 2000: |
Benefits paid to participants per the financial statements |
$ | 1,400,001 | ||
Less- Amounts allocated to withdrawing participants at
December 31, 1999 |
(2,646 | ) | ||
Add- Amounts allocated to withdrawing participants at
December 31, 2000 |
2,968 | |||
Benefits paid to participants per Form 5500 |
$ | 1,400,323 | ||
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PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CONSTRUCTION PRODUCTS, INC.
SCHEDULE H, PART IV, LINE 4i – SCHEDULE OF
ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2000
EIN: 75-2520779
Plan #: 002
| (b) | (c) | (d) | (e) | |||||||||||||
| (a) | Identity of Issuer | Description | Cost | Current Value | ||||||||||||
* |
Master Trust Agreement
for Pension Benefits between Centex Corporation and Fidelity Management Trust Company |
Investment in Master Trust | $ | 21,983,346 | $ | 21,175,450 | ||||||||||
* |
Participant Loans | Participant loans,
interest rates range from 10.25% to 11.00% |
— | 100,010 | ||||||||||||
* |
Centex Corporation | Common Stock; 27,807 Shares, Par $.25 per share | 130,613 | 391,240 | ||||||||||||
* |
Centex Construction Products, Inc | Common Stock; 144,538 Shares,
Par $.01 per share |
752,752 | 1,125,952 | ||||||||||||
| Totals | $ | 22,866,711 | $ | 22,792,652 | ||||||||||||
| * | Column (a) indicates each identified person/entity known to be a party-in-interest. |
This schedule lists assets held for investment purposes at December 31, 2000, as required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee which administers the Profit Sharing and Retirement Plan of Centex Construction Products, Inc. has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PROFIT SHARING AND RETIREMENT PLAN OF CENTEX CONSTRUCTION PRODUCTS, INC. | ||
Date: June 27, 2001 |
By: |
/s/ David W. Quinn |
| David W. Quinn Member, Administrative Committee |
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INDEX TO EXHIBITS
Profit Sharing and Retirement Plan of Centex Construction Products, Inc.
| Exhibit | Filed Herewith or | |||||||||||
| Number | Exhibit | Incorporated by Reference | ||||||||||
23 |
Consent of Arthur Andersen LLP | Filed herewith. | ||||||||||
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1 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated June 6, 2001 included in this Form 11-K, into the Company's previously filed Registration Statement File No. 33-84394. /s/ ARTHUR ANDERSEN LLP Dallas, Texas, June 25, 2001