UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
(Mark One)
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þ | | ANNUAL REPORT PURSUANT TO SECTION 15(d) | | |
| | OF THE SECURITIES EXCHANGE ACT OF 1934 | | |
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For the fiscal year ended December 31, 2004
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o | | TRANSITION REPORT PURSUANT TO SECTION 15(d) | | |
| | OF THE SECURITIES EXCHANGE ACT OF 1934 | | |
For the transition period from to
Commission file Number 0-13147
A. | | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
LESCO, Inc. Stock Investment and Salary Savings Plan and Trust
B. | | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
LESCO, Inc.
1301 East 9th Street, Suite 1300
Cleveland, Ohio 44114
REQUIRED INFORMATION
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
LESCO, Inc. Stock Investment and Salary Savings Plan and Trust
Audited Financial Statements and Supplemental Schedule
CONTENTS
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Audited Financial Statements: | | | | |
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Supplemental Schedule — December 31, 2004 | | | 7 | |
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EX-23.1 Consent |
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the
LESCO, Inc. Stock Investment and
Salary Savings Plan and Trust:
We have audited the accompanying statements of net assets available for benefits of the LESCO, Inc. Stock Investment and Salary Savings Plan and Trust as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. 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 conducted our audits in accordance with the 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, 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, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, Schedule H, line 4(i) – schedule of assets (held at end of year), 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our 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.
/s/ KPMG LLP
Cleveland, Ohio
April 14, 2005
1
LESCO, INC. STOCK INVESTMENT AND
SALARY SAVINGS PLAN AND TRUST
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
| | | | | | | | |
| | 2004 | | | 2003 | |
Assets: | | | | | | | | |
Investments, at fair value | | $ | 39,314,937 | | | $ | 36,892,087 | |
Participant loans, at cost | | | 1,325,219 | | | | 1,179,580 | |
Receivables: | | | | | | | | |
Participant contributions | | | 111,758 | | | | 96,063 | |
Employer contribution | | | 79,015 | | | | 31,932 | |
| | | | | | |
Total receivables | | | 190,773 | | | | 127,995 | |
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Net assets available for plan benefits | | $ | 40,830,929 | | | $ | 38,199,662 | |
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See accompanying notes to financial statements.
2
LESCO, INC. STOCK INVESTMENT AND
SALARY SAVINGS PLAN AND TRUST
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2004
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Additions: | | | | |
Investment income: | | | | |
Interest and dividend income | | $ | 727,604 | |
Net realized and unrealized appreciation in fair value of investments | | | 2,271,805 | |
Contributions: | | | | |
Participants | | | 3,188,254 | |
Employer | | | 1,170,023 | |
Rollover | | | 38,174 | |
| | | |
Total contributions | | | 4,396,451 | |
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| | | | |
Total additions | | | 7,395,860 | |
Deductions: | | | | |
Distributions to participants | | | (4,716,787 | ) |
Investment management fees | | | (47,806 | ) |
| | | |
Total deductions | | | (4,764,593 | ) |
| | | |
Net increase | | | 2,631,267 | |
Net assets available for plan benefits: | | | | |
Beginning of year | | | 38,199,662 | |
| | | |
End of year | | $ | 40,830,929 | |
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See accompanying notes to financial statements.
3
LESCO, INC. STOCK INVESTMENT AND
SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
December 31, 2004 and 2003
(1) | | Description of the Plan |
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| | The LESCO, Inc. Stock Investment and Salary Savings Plan and Trust (the Plan) is a defined contribution plan covering substantially all employees of LESCO, Inc. (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). |
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| | The following description of the Plan provides only general information. Participants should refer to the Plan for a more complete description of the Plan’s provisions. |
| (a) | | Eligibility |
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| | | Generally, all full- and part-time associates are eligible to participate in the Plan beginning on the first day of the month on or after their date of hire. Once eligible, an associate may enroll in the Plan at any time, effective on the first payroll date of the month (or the month following enrollment in the case of enrollment after the first payroll date of the month). |
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| (b) | | Contributions |
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| | | An employee electing to become a participant in the Plan authorizes a payroll deduction from eligible earnings for contributions to the Plan in accordance with the Plan document and the Internal Revenue Code (the Code). A participant may direct contributions to be invested in any or all of the investment options offered by the Plan. Plan participants can defer up to 100% of their eligible earnings on a pre-tax basis into the Plan subject to annual limits as determined by the Internal Revenue Service. |
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| | | The Plan provides that the Company shall contribute to the Plan an amount equal to 50% of the first 6% of eligible earnings that a participant contributes to the Plan. The Company may contribute an additional amount to the Plan at its discretion either in the form of cash or Company stock. Such additional amount would be allocated to each active participant’s account based on the participant’s annual earnings. There were no discretionary contributions during 2004. Employer contributions are allocated among the investment options offered by the Plan according to the participant’s election. |
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| | | The Plan provides for the acceptance of rollover contributions from other plans qualified under the Code. |
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| (c) | | Vesting |
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| | | Participant and Company matching contributions are fully vested immediately. Company discretionary contributions vest at the rate of 10% per year for the first four years following contribution and 20% per year thereafter, until fully vested. All unvested contributions become fully vested when the participant reaches age 65. Upon termination of employment with the Company, the unvested portion of the participant’s account is forfeited. Forfeited account balances are allocated amongst active participants. There were no forfeited account balances for the 2004 and 2003 plan years. |
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| (d) | | Participant Accounts |
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| | | Individual accounts are maintained for participants and are adjusted for contributions and allocation of Plan earnings. Plan earnings are allocated to participant accounts in proportion to the value of participant account balances. |
4
LESCO, INC. STOCK INVESTMENT AND
SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
December 31, 2004 and 2003
| (e) | | Loans |
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| | | Participants may borrow from their fund accounts up to an amount equal to the lesser of $50,000 or 50% of the value of their vested account balance at the date the loan is made. Loans are secured by the balance in the participant’s account and bear interest at the prime rate in effect at the date of the loan, plus one percent. Loan terms are predominately from one to five years. Repayment of loan principal and interest is made through payroll deductions over the term of the loan. |
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| (f) | | Payment of Benefits |
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| | | A participant is entitled to receive the vested full value of his or her account at age 65, upon death or disability prior to retirement, or upon termination of employment. Upon retirement or termination, the participant may elect to receive the distribution in a lump sum or a series of installments. |
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| (g) | | Plan Termination |
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| | | Although it has not expressed an intent to do so, the Company has the right to discontinue its contributions to the Plan at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, all participants’ accounts will become fully vested, and will be distributed to the participants according to the directions of the Plan Advisory Committee administering the Plan. |
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| (h) | | Administrative Expenses |
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| | | All significant accounting and administrative fees are paid by the Company at the Company’s discretion. Expenses not paid by the Company are paid out of Plan assets. |
(2) | | Significant Accounting Policies |
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| | The Plan’s financial statements are reported on the accrual basis of accounting. |
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| | Investments are stated at fair value. The investment in LESCO, Inc. Common Stock, which is traded on a national securities exchange, is valued at the last reported sales price on the last business day of the year. The shares of registered investment companies are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. The investment in the common trust fund is valued based on the redemption price of units in the fund, which is based on the market values of the underlying assets of the fund. Participant loans are valued at their outstanding balances, which approximate fair value. |
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| | Purchases and sales of securities are recorded on a trade-date basis. Dividends and interest earned by each fund are automatically reinvested into each respective fund. |
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| | The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from these estimates. |
5
LESCO, INC. STOCK INVESTMENT AND
SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
December 31, 2004 and 2003
(3) | | Investments |
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| | The Plan’s investments are held by a bank-administered trust fund. Net realized and unrealized (depreciation) appreciation in the fair value of investments for the year ended December 31, 2004 is as follows: |
| | | | |
LESCO, Inc. Common stock | | $ | (63,599 | ) |
Shares of registered investment companies | | | 2,124,055 | |
Common trust fund | | | 211,349 | |
| | | |
| | $ | 2,271,805 | |
| | | |
| | The fair value of individual investments that represent 5% or more of the Plan’s net assets available for benefits at December 31, 2004 or 2003 are as follows: |
| | | | | | | | |
| | December 31 | |
| | 2004 | | | 2003 | |
LESCO, Inc. Common Stock | | $ | 6,673,257 | | | $ | 6,638,160 | |
PNC Investment Contract Fund | | | 5,804,278 | | | | 6,928,483 | |
Federated Max-Cap Index Fund | | | 8,285,487 | | | | 8,519,109 | |
Janus Adviser Worldwide Fund | | | — | | | | 3,586,096 | |
American Balanced Fund | | | 4,535,202 | | | | 4,093,320 | |
MFS Value Fund | | | — | | | | 1,903,212 | |
New Perspective Fund | | | 3,484,856 | | | | — | |
Washington Mutual Investors Fund | | | 2,159,144 | | | | — | |
Fidelity Advisor Mid-Cap Fund | | | 2,149,957 | | | | — | |
(4) | | Income Tax Status |
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| | The Plan has received a determination letter from the Internal Revenue Service dated November 6, 2003, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. |
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(5) | | Related-Party Transactions |
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| | Certain plan investments and units of the Investment Contract Fund and Blackrock Money Market Fund are managed by PNC Bank, the third party Trustee of the Plan. Therefore, transactions in these funds qualify as party-in-interest transactions. |
6
LESCO, INC. STOCK INVESTMENT AND
SALARY SAVINGS PLAN AND TRUST
EIN: 34-0904517
Plan Number: 002
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)
| | | | | | | | | | |
December 31, 2004 |
(a) | | (b) | | (c) | | (d) | | (e) |
| | | | Description of investment | | | | |
| | | | including maturity date, | | | | |
| | | | rate of interest, collateral, | | | | |
| | Identity of issuer, borrower, lessor or similar party | | par, or maturity value | | Cost | | Current Value |
|
* | | LESCO, Inc. Common Stock | | 517,708 shares | | + | | $ | 6,673,257 |
* | | PNC Investment Contract Fund | | Common Trust Fund: 2,168,851 units | | + | | | 5,804,278 |
| | | | | | | | | | |
| | Registered Investment Companies: | | | | | | | | |
| | Federated Max-Cap Index Fund | | 338,875 shares | | + | | | 8,285,487 |
| | Federated Total Return Fund | | 99,617 shares | | + | | | 1,079,844 |
| | Fidelity Advisor Mid-Cap Fund | | 85,248 shares | | + | | | 2,149,957 |
| | American Balanced Fund | | 251,956 shares | | + | | | 4,535,202 |
| | American Century Aggressive Fund | | 64,805 shares | | + | | | 499,001 |
| | American Century Conservative Fund | | 34,437 shares | | + | | | 192,505 |
| | American Century Equity Income Fund | | 121,139 shares | | + | | | 982,434 |
| | American Century Moderate Fund | | 28,279 shares | | + | | | 191,164 |
| | American Century Small Cap Fund | | 77,895 shares | | + | | | 792,191 |
| | New Perspective Fund | | 125,716 shares | | + | | | 3,484,856 |
| | Washington Mutual Investors Fund | | 70,148 shares | | + | | | 2,159,144 |
| | Janus Adviser Capital Appreciation Fund | | 30,688 shares | | + | | | 769,338 |
| | Growth Fund of America | | 62,636 shares | | + | | | 1,714,978 |
* | | Blackrock Money Market Fund | | 761 shares | | + | | | 1,301 |
* | | Participant loans | | At interest rates ranging from 5.00% to 10.50% and various maturity dates through 2011. | | P | | | 1,325,219 |
| | | | | | | | | | |
| | | | | | | | $ | 40,640,156 |
| | | | | | | | | | |
* | | Indicates party-in-interest to the Plan. |
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+ | | Historical cost information is no longer required on schedule H, line 4(i)-Schedule of Assets (Held at End of Year) for participant-directed investments. |
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P | | Cost of participant loans is $0 as indicated in the instructions to Form 5500. |
7
SIGNATURE
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.
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| | LESCO, Inc. Stock Investment | | |
| | and Salary Savings Plan and Trust | | |
| | | | | | |
June 17, 2005 | | By: | | /s/Jeffrey L. Rutherford | | |
| | | | | | |
| | Member, 401(k) Advisory Committee; and | | |
| | Senior Vice President, | | |
| | Chief Financial Officer, | | |
| | Treasurer and Secretary of LESCO, Inc. | | |
8