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, 1999
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.
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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
<PAGE>
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, 1999 and 1998
Statements of Changes in Net Assets Available for
Benefits for
the Years Ended December 31, 1999 and 1998
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, 1999
Form 5500, Schedule H, Part IV, Line 4(j) - Schedule of
Reportable Transactions for the Year Ended
December 31, 1999
(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
<PAGE>
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 as of
December 31, 1999 and 1998, 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, 1999 and 1998, 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
accompanying supplemental schedules of (1) assets held for
investment purposes as of December 31, 1999 and (2) reportable
transactions for the year ended December 31, 1999 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
audit of the basic 1999 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
June 16, 2000
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<TABLE>
<CAPTION>
CTB, INC. PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR
BENEFITS
DECEMBER 31, 1999 AND 1998
<S> <C> <C>
ASSETS 1999 1998
INVESTMENTS - At fair value:
Collective investment funds $43,577,356 $36,757,496
U.S. Government securities 2,272,679
Common stock 1,080,643 10,908,290
Money market fund 7,040,672 1,787,046
----------- -----------
Total investments
51,698,671 51,725,511
RECEIVABLES:
Interest and dividends 29,554 43,069
Employer contributions 50,933 70,130
Investment sales 2,265,916 1,963,658
----------- -----------
Total receivables 2,346,403 2,076,857
----------- -----------
Total assets 54,045,074 53,802,368
LIABILITIES
ACCOUNTS PAYABLE FOR PENDING
INVESTMENT PURCHASES 1,012,301
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $54,045,074 $52,790,067
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CTB, INC. PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<S> <C> <C>
1999 1998
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Interest, dividend and other income $ 234,779 $ 204,366
Net appreciation in fair value of
investments 4,360,830 7,372,920
Employer contributions 1,254,786 1,332,198
Employee contributions 1,653,880 1,677,349
Rollover contributions from other plans 42,173 22,730
----------- -----------
Total additions 7,546,448 10,609,563
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Payments to participants 6,077,555 3,351,172
Administrative expenses 213,886 215,457
----------- -----------
Total deductions 6,291,441 3,566,629
----------- -----------
NET INCREASE IN PLAN ASSETS 1,255,007 7,042,934
NET ASSETS AVAILABLE FOR BENEFITS -
Beginning of year 52,790,067 45,747,133
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS -
End of year $54,045,074 $52,790,067
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
CTB, INC. PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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. Plan administrative expenses are paid by the
Plan.
CONTRIBUTIONS - Employees may elect to contribute up to 16%
of their total compensation to the Plan on a pretax basis.
Additional voluntary employee contributions may be made
during the year, but no income tax deduction is allowed to
the employee on these contributions. 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 1999 and 1998 were 50% of
the first 4% of base pay contributed per employee.
In addition to its matching contributions, the Company may
make discretionary contributions based upon the Company's
earnings. Company contributions of approximately $932,000
in 1999 and $920,000 in 1998 were made at the discretion of
the Company and approved by the Company's Board of
Directors.
Employees must direct their own contributions and the
Company's matching and discretionary contributions to any or
all of seven funds: a Managed Guaranteed Investment
Contract ("Magic") Fund, an Aggressive Equity Fund, a Value
Equity Fund, an Equity Index Fund, a Government Bond Fund, a
Government Money Market Fund and CTB International Corp.
(employer) Stock Fund. Employees may change their
investment options quarterly. As of January 1, 2000, the
Plan changed certain investment options and allowed for ten
instead of seven investment options. This change resulted
in the Plan liquidating the Aggressive Equity Fund and the
Government Bond Fund into the Government Money Market Fund
in December 1999 to provide for reinvestment in the new
investment options on January 1, 2000.
PLAN FUNDING - The Company's discretionary contributions,
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
equal to the value of the participant's vested interest in
his or her account, or periodic installments.
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.
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 EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets
available for benefits as of December 31, 1999 and 1998 are
as follows:
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT 1999 1998
<S> <C> <C>
Key Trust Company of Indiana, NA:
Employee Benefit Value Equity Fund $ 12,440,426 $ 12,111,769
Employee Benefit Equity Index Fund 13,581,567 11,690,518
Magic Fund 17,555,363 12,955,209
Money Market Fund 7,040,672 1,787,046
</TABLE>
The Plan's investments (including gains and losses on
investments bought and sold, as well as held during the
year) appreciated in value as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Collective investments $ 4,920,588 $ 5,672,592
U.S. Government Securities (184,604) 57,789
Common Stock (375,154) 1,642,542
$ 4,360,830 $ 7,372,920
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CTB, INC. PROFIT SHARING PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4(i)--SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
Number Fair
of Units Description of Investment Value
---------- ------------------------------------- -----------
<S> <C> <C>
COLLECTIVE INVESTMENT FUNDS
Key Trust Company of Indiana, N.A.*
20,930 Employee Benefit Value Equity Fund $12,440,426
136,385 Employee Benefit Equity Index Fund 13,581,567
1,262,022 Magic Fund 17,555,363
-----------
Total collective investment funds 43,577,356
-----------
COMMON STOCK
185,901 CTB International Corp.* 1,080,643
-----------
Total common stock 1,080,643
-----------
MONEY MARKET FUND
Money Market Fund 7,040,672
-----------
TOTAL ASSETS HELD FOR
INVESTMENT $51,698,671
===========
</TABLE>
*Party-in-interest
<PAGE>
<TABLE>
<CAPTION>
CTB,INC. PROFIT SHARING PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4(J)--
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
PURCHASES SALES
---------------------- ------------------------
NUMBER OF COST NUMBER OF GAIN
DESCRIPTION TRANSACTIONS TRANSACTIONS PROCEEDS (LOSS)
ON
SECURITIES
SOLD
<S> <C> <C> <C> <C> <C>
Employee 1 $3,057,033
Benefits
Money Market
Fund
</TABLE>
<PAGE>
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 27, 2000
/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
