UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One):
ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996.)
For the fiscal year ended December 31, 2003.
OR
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED.)
For the transition period from to .
Commission file Number 0-4090.
A. |
| Full title of the plan and address of the plan, if different from that of the issuer named below: |
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Analysts International Corporation Savings and Investment Plan | ||
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B. |
| Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: |
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Analysts International Corporation | ||
3601 West 76th Street | ||
Minneapolis, MN 55435 | ||
(952) 835-5900 | ||
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
INDEX
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FINANCIAL STATEMENTS – Year Ended December 31, 2003, Six Months Ended December 31, 2002 and Year Ended June 30, 2002: |
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Statements of changes in net assets available for plan benefits |
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SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO THE REQUIREMENTS OF FORM 5500: |
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Schedule H, PART IV, Line 4i - Schedule of Assets (Held at End of Year) |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Savings and Investment Plan Committee
Analysts International Corporation
Minneapolis, Minnesota
We have audited the accompanying statements of net assets available for plan benefits of Analysts International Corporation Savings and Investment Plan (the Plan) as of December 31, 2003 and 2002, and June 30, 2002, and the related statements of changes in net assets available for plan benefits for the year ended December 31, 2003, the six months ended December 31, 2002 and the year ended June 30, 2002. 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 standards of the Public Company Accounting Oversight Board (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, such financial statements present fairly, in all material respects, the net assets available for plan benefits as of December 31, 2003 and 2002, and June 30, 2002, and the changes in net assets available for plan benefits for the year ended December 31, 2003, the six months ended December 31, 2002 and the year ended June 30, 2002 in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held at December 31, 2003 and Reportable Transactions for the year ended December 31, 2003 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 supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits 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/ Deloitte and Touche LLP |
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Minneapolis, Minnesota | |
May 27, 2004 | |
1
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
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| December 31, |
| June 30, |
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| 2003 |
| 2002 |
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Participant Directed Investments, Stated at Market Value |
| $ | 72,026,200 |
| $ | 61,059,104 |
| $ | 71,568,106 |
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Non-participant Directed Investments, Stated at Market Value |
| 3,803,887 |
| 1,998,930 |
| 4,175,661 |
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NET ASSETS AVAILABLE FOR PLAN BENEFITS |
| $ | 75,830,087 |
| $ | 63,058,034 |
| $ | 75,743,767 |
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See notes to financial statements.
2
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
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| Year Ended |
| Six Months Ended |
| Year Ended |
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NET ASSETS AVAILABLE FOR PLAN BENEFITS, |
| $ | 63,058,034 |
| $ | 75,743,767 |
| $ | 92,444,089 |
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ADDITIONS: |
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Investment income |
| 883,956 |
| 522,089 |
| 2,513,228 |
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Contributions by employer |
| 440,056 |
| 324,314 |
| 1,009,499 |
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Contributions by participants |
| 7,051,820 |
| 3,638,820 |
| 10,798,658 |
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Net appreciation (depreciation) in market value of investments |
| 14,616,475 |
| (10,522,167 | ) | (17,547,528 | ) | |||
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| 22,992,307 |
| (6,036,944 | ) | (3,226,143 | ) | |||
DEDUCTIONS: |
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Distributions to participants |
| 10,218,554 |
| 6,647,639 |
| 13,471,929 |
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Loan fees |
| 1,700 |
| 1,150 |
| 2,250 |
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| 10,220,254 |
| 6,648,789 |
| 13,474,179 |
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NET ADDITIONS (DEDUCTIONS) |
| 12,772,053 |
| (12,685,733 | ) | (16,700,322 | ) | |||
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NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year |
| $ | 75,830,087 |
| $ | 63,058,034 |
| $ | 75,743,767 |
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See notes to financial statements.
3
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
YEAR ENDED DECEMBER 31, 2003, SIX MONTHS ENDED DECEMBER 31, 2002
AND YEAR ENDED JUNE 30, 2002
The following description of the Analysts International Corporation (“Company”) Savings and Investment Plan (“Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
A. Summary of significant accounting policies:
Investments are stated at market value using quoted market values. Promissory notes from participants are stated at the outstanding principal balance.
The financial statements have been prepared on the accrual basis of accounting. Dividends are recorded on the ex-dividend date. All security transactions are recorded on their trade date.
Participants have control over the allocation of their account balances among each of the twenty-two non-AIC Common Stock Funds. However, because Analysts International (AIC) designates the investment option for the employer matching contributions in the AIC Common Stock Fund, participants do not have complete control of their assets invested in this fund.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
The Plan invests in various securities including U.S. Government securities, mutual funds, and corporate stocks. 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 participants’ accounts and statements of net assets available for plan benefits.
Certain amounts in the prior period financial statements and notes thereto have been reclassified to conform to fiscal 2003 classifications. These changes had no impact on previously reported statements of net assets available for plan benefits and statements of changes in net assets available for plan benefits.
B. The Plan:
The Plan became effective January 1, 1985 under Section 401(k) of the Internal Revenue Code for the purpose of providing retirement and other benefits to eligible participants. An employee of AIC becomes eligible for the Plan upon commencement of active service.
4
Effective July 1, 2002, the Plan was amended to change its fiscal year end from June 30 to December 31. The period ended December 31, 2003 contains twelve months of operations, the period ended December 31, 2002 contains six months of operations (July 1, 2002 to December 31, 2002) and the period ended June 30, 2002 contains twelve months of operations.
The Plan is funded primarily by employee contributions. Effective January 1, 2003, the amount eligible employees may contribute of their gross annual wages for pre-tax saving contributions increased from 15% to 50%. Highly-compensated employees’ contributions are limited based on discrimination testing performed. In addition, the Plan allows rollover contributions from certain qualified retirement plans.
Plan participants may choose to invest their pre-tax contributions in one or more of twenty-two investment funds offered by the Putnam, Vanguard, Janus and Neuberger Berman Companies and/or the AIC Common Stock Fund. The funds include the Putnam Money Market Fund, the Putnam U.S. Government Income Trust, the Putnam High Yield Trust, the Putnam Fund for Growth and Income, the Putnam Voyager Fund, the Putnam OTC and Emerging Growth Fund, the Putnam Global Equity Fund (formerly the Putnam Global Growth Fund), the Putnam International Equity Fund (formerly the Putnam International Growth Fund), the Putnam Capital Opportunities Fund, the Janus Mercury Fund, the Janus Growth and Income Fund and the Neuberger Berman Genesis Trust Fund. Funds added during the 2003 plan year include the Putnam Retirement Ready Maturity Fund, Putnam Retirement Ready 2010, Putnam Retirement Ready 2015, Putnam Retirement Ready 2020, Putnam Retirement Ready 2025, Putnam Retirement Ready 2030, Putnam Retirement Ready 2035, Putnam Retirement Ready 2040 and Putnam Retirement Ready 2045. The Retirement Ready funds are diversified by Putnam based on the anticipated date of retirement. In addition, the Vanguard 500 Index Admiral Shares fund was substituted for the Vanguard Index Fund during the third quarter of the 2003 plan year.
Participant loans are made in compliance with federal regulations in effect at the time of the loan. Effective January 1, 2001, the Plan was amended requiring the loan origination fee to be paid directly to the trustee. This loan origination fee is withdrawn directly from the participant’s account at the date of the loan issue. Participant loans outstanding, included in investments, amounted to $662,009 at December 31, 2003, $800,804 at December 31, 2002 and $899,205 at June 30, 2002.
The Plan provides for employer matching contributions where the employer matches 18% on the first 15% of employee’s pre-tax saving contributions, provided the employee has been employed by the employer for one year or more and is not a highly compensated employee as defined by federal tax laws. The employer matching contributions are invested in the AIC Common Stock Fund.
Prior to January 1, 2001, a participant’s interest in the employer matching contribution vested at the rate of 20% per year after three years of service with 100% vesting after seven years. Effective January 1, 2001 the Plan amended the vesting schedule to a vesting rate of 20% per year after one year of service with 100% vesting after five years. Any non-vested portion of employer matching contributions to the accounts of participants who withdraw from the Plan are forfeited in compliance with federal regulations and used by the employer to reduce future matching contributions. Amounts forfeited by employees that were applied to matching contributions totaled $219,707 in 2003 and $49,008 in 2002.
Although the Company has not expressed an intent to discontinue the Plan, it may do so at any time, subject to provisions set forth in the Employee Retirement Income Security Act of 1974. If the Plan is terminated, no further contributions will be made and participants would become 100% vested in their entire account balance. The trustee will continue to hold the funds and make distributions as if the Plan had not terminated.
5
C. Trustee and administration of the Plan:
Putnam Fiduciary Trust Company has been designated as trustee. Investments of the Plan are held by Putnam Investor Services, Inc. on behalf of the trustee. Certain Plan investments are shares of mutual funds managed by Putnam Investments. These transactions qualify as exempt party-in-interest transactions. The Company has established a Savings and Investment Plan Committee for the general administration of the Plan. The Company pays the trustee fees on behalf of the Plan.
D. Internal Revenue Service Status:
The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated December 11, 2002, that the Plan, was designed in accordance with applicable Internal Revenue Code (Code) requirements. The Company believes the Plan is currently designated and operated with the applicable requirements of the Code and that the Plan is tax exempt. Because the trust is considered exempt from income tax, no provisions for tax have been added.
E. Investments:
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| December 31, |
| June 30, |
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| 2003 |
| 2002 |
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Investments at market value: |
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Putnam Money Market Fund* |
| $ | 5,216,568 |
| $ | 5,584,526 |
| $ | 6,249,365 |
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Putnam U.S. Government Income Trust* |
| 4,988,540 |
| 5,999,090 |
| 4,970,732 |
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Putnam High Yield Trust |
| 3,753,086 |
| 3,075,156 |
| 3,198,949 |
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Putnam Fund for Growth and Income* |
| 14,091,502 |
| 12,537,545 |
| 15,352,043 |
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Putnam Voyager Fund* |
| 17,259,231 |
| 15,308,636 |
| 19,035,198 |
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Putnam OTC Emerging Growth Fund* |
| 4,584,881 |
| 3,445,286 |
| 4,205,711 |
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Putnam Global Equity Fund |
| 3,474,436 |
| 3,125,838 |
| 3,639,026 |
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Putnam International Equity Fund |
| 2,931,130 |
| 2,420,998 |
| 2,970,872 |
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Putnam Capital Opportunities Fund |
| 400,915 |
| 181,436 |
| 244,284 |
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Putnam Retirement Ready Maturity |
| 94 |
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Putnam Retirement Ready 2010 |
| 1,149 |
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Putnam Retirement Ready 2015 |
| 330,853 |
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Putnam Retirement Ready 2020 |
| 141,477 |
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Putnam Retirement Ready 2025 |
| 58,158 |
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Putnam Retirement Ready 2030 |
| 129,700 |
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Putnam Retirement Ready 2035 |
| 64,408 |
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Putnam Retirement Ready 2040 |
| 5,838 |
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Putnam Retirement Ready 2045 |
| 6,336 |
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| — |
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Vanguard 500 Index Fund |
| 3,458,547 |
| 1,937,986 |
| 1,935,772 |
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Janus Mercury Fund |
| 2,821,559 |
| 1,969,425 |
| 2,190,540 |
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Janus Growth & Income Fund |
| 2,793,365 |
| 2,018,419 |
| 2,143,552 |
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Neuberger Berman Genesis Trust |
| 1,965,119 |
| 734,205 |
| 667,746 |
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Pending Account |
| 17,622 |
| 11,225 |
| 1 |
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AiC Common Stock Fund* |
| 6,673,564 |
| 3,907,459 |
| 8,040,771 |
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| 75,168,078 |
| 62,257,230 |
| 74,844,562 |
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Promissory notes from participants |
| 662,009 |
| 800,804 |
| 899,205 |
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| $ | 75,830,087 |
| $ | 63,058,034 |
| $ | 75,743,767 |
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* Investments that represent 5% or more of the Plan’s net assets at December 31, 2003.
6
The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
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| December 31, |
| June 30, |
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2003 |
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Mutual Funds |
| $ | 11,789,871 |
| $ | (6,194,473 | ) | $ | (17,204,291 | ) |
Common Stock Fund |
| 2,826,604 |
| (4,327,694 | ) | (343,237 | ) | |||
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| $ | 14,616,475 |
| $ | (10,522,167 | ) | $ | (17,547,528 | ) |
F. Non-Participant Directed Investments:
Information about the net assets and the significant components of the changes in net assets relating to the non-participant directed investments is as follows:
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| December 31, |
| June 30, |
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2003 |
| 2002 | ||||||||
NET ASSETS |
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AiC Common Stock Fund - Total |
| $ | 6,673,564 |
| $ | 3,907,459 |
| $ | 8,040,771 |
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Less: AiC Common Stock Fund - Participant Directed |
| 2,869,677 |
| 1,908,529 |
| 3,865,110 |
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AiC Common Stock Fund - Non-Participant Directed |
| $ | 3,803,887 |
| $ | 1,998,930 |
| $ | 4,175,661 |
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| Year Ended |
| Six Months Ended |
| Year Ended |
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CHANGE IN NET ASSETS |
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Contributions by Employer |
| $ | 597,159 |
| $ | 341,255 |
| $ | 770,483 |
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Net Appreciation (Depreciation) |
| 1,589,697 |
| (2,183,158 | ) | (126,466 | ) | |||
Dividends |
| — |
| — |
| 8,214 |
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Benefits Paid to Participants |
| (256,602 | ) | (112,163 | ) | (400,668 | ) | |||
Transfers |
| (125,297 | ) | (222,665 | ) | 239,017 |
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| $ | 1,804,957 |
| $ | (2,176,731 | ) | $ | 490,580 |
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7
SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO
THE REQUIREMENTS OF FORM 5500
8
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
EIN 41-0905408, PLAN# 001
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
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| Number of |
| Cost |
| Current |
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MUTUAL FUNDS: |
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Putnam Money Market Fund * |
| 5,216,568 |
| $ | 5,216,568 |
| $ | 5,216,568 |
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Putnam U.S. Government Income Trust * |
| 377,916 |
| 5,086,763 |
| 4,988,540 |
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Putnam High Yield Trust * |
| 469,136 |
| 5,770,751 |
| 3,753,086 |
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Putnam Fund for Growth and Income * |
| 796,130 |
| 12,736,124 |
| 14,091,502 |
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Putnam Voyager Fund * |
| 1,088,910 |
| 15,975,808 |
| 17,259,231 |
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Putnam OTC Emerging Growth Fund * |
| 673,257 |
| 11,628,050 |
| 4,584,881 |
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Putnam Global Equity Fund * |
| 465,742 |
| 5,934,952 |
| 3,474,436 |
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Putnam International Equity Fund * |
| 141,875 |
| 3,222,543 |
| 2,931,130 |
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Putnam Capital Opportunities Fund * |
| 39,499 |
| 393,931 |
| 400,915 |
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Putnam Retirement Ready Maturity * |
| 2 |
| 93 |
| 94 |
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Putnam Retirement Ready 2010 * |
| 21 |
| 1,133 |
| 1,149 |
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Putnam Retirement Ready 2015 * |
| 5,411 |
| 319,159 |
| 330,853 |
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Putnam Retirement Ready 2020 * |
| 2,387 |
| 133,492 |
| 141,477 |
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Putnam Retirement Ready 2025 * |
| 906 |
| 55,454 |
| 58,158 |
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Putnam Retirement Ready 2030 * |
| 2,138 |
| 121,498 |
| 129,700 |
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Putnam Retirement Ready 2035 * |
| 1,054 |
| 60,812 |
| 64,408 |
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Putnam Retirement Ready 2040 * |
| 94 |
| 5,040 |
| 5,838 |
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Putnam Retirement Ready 2045 * |
| 102 |
| 6,009 |
| 6,336 |
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Vanguard 500 Index Fund |
| 33,683 |
| 3,535,437 |
| 3,458,547 |
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Janus Mercury Fund |
| 144,695 |
| 4,561,504 |
| 2,821,559 |
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Janus Growth & Income Fund |
| 96,623 |
| 3,282,706 |
| 2,793,365 |
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Neuberger Berman Genesis Trust Fund |
| 53,068 |
| 1,740,839 |
| 1,965,119 |
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Pending Account |
| — |
| 17,622 |
| 17,622 |
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AiC Common Stock Fund * |
| 1,980,286 |
| 17,330,693 |
| 6,673,564 |
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PROMISSORY NOTES FROM PARTICIPANTS * |
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| 662,009 |
| 662,009 |
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Interest rates ranging from 4.5% to 9.0% with maturity dates through March, 2007 |
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| $ | 97,798,990 |
| $ | 75,830,087 |
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* Known to be a party-in-interest.
9
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
Identity of |
| Description of |
| Purchase |
| Selling |
| Cost of |
| Current Value |
| Net Gain |
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Putnam Fiduciary Trust Company* |
| Purchases Of AiC Stock |
| $ | 946,574 |
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| $ | 946,574 |
| $ | 946,574 |
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Putnam Fiduciary Trust Company* |
| Sales of AiC Stock |
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| $ | 1,007,074 |
| $ | 813,693 |
| $ | 1,007,074 |
| $ | 193,381 |
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*Known to be a party-in-interest.
10
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized.
Date: June 28, 2004 |
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| ANALYSTS INTERNATIONAL CORPORATION | ||
| SAVINGS AND INVESTMENT PLAN | ||
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| By: | /s/ Colleen Davenport |
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| Colleen Davenport, member of the Plan Committee | ||
11
No. |
| Exhibit |
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23 |
| Consent of Independent Registered Public Accounting Firm |
12