SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K/A
ý ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
Or
o TRANSITION REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period to
COMMISSION FILE NUMBER 0-16960
GENLYTE THOMAS CONSOLIDATED THRIFT
SAVINGS PLAN FOR HOURLY EMPLOYEES
THE GENLYTE GROUP INCORPORATED
10350 ORMSBY PARK PLACE, SUITE 601
LOUISVILLE, KENTUCKY 40223
GENLYTE THOMAS CONSOLIDATED
THRIFT SAVINGS PLAN FOR
HOURLY EMPLOYEES
FINANCIAL STATEMENTS
December 31, 2003 and 2002
GENLYTE THOMAS CONSOLIDATED
THRIFT SAVINGS PLAN FOR HOURLY EMPLOYEES
Louisville, Kentucky
FINANCIAL STATEMENTS
December 31, 2003 and 2002
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Plan Administrator
Genlyte Thomas Consolidated Thrift
Savings Plan for Hourly Employees
Louisville, Kentucky
We have audited the accompanying statements of net assets available for benefits of the Genlyte Thomas Consolidated Thrift Savings Plan for Hourly Employees as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. 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 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 at December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule 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 is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2003 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2003 financial statements taken as a whole.
Crowe Chizek and Company LLC
Oak Brook, Illinois
April 15, 2004, except for Note 8,
as to which the date is June 27, 2005.
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GENLYTE THOMAS CONSOLIDATED
THRIFT SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2003 and 2002
| | 2003 | | 2002 | |
| | (Restated) | | | |
Assets | | | | | |
Investments (Note 3) | | $ | 2,915,849 | | $ | 1,533,766 | |
| | | | | |
Receivables | | | | | |
Employer contributions | | 192,117 | | 5,756 | |
Participant contributions | | 46,766 | | 31,331 | |
| | 238,883 | | 37,087 | |
| | | | | |
Net assets available for benefits | | $ | 3,154,732 | | $ | 1,570,853 | |
See accompanying notes to financial statements.
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GENLYTE THOMAS CONSOLIDATED
THRIFT SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2003
| | 2003 | |
| | (Restated) | |
Additions to net assets attributed to: | | | |
Investment income | | | |
Net appreciation of investments (Note 3) | | $ | 450,458 | |
Interest and dividend income | | 29,090 | |
| | 479,548 | |
| | | |
Contributions | | | |
Employer | | 269,593 | |
Participant | | 493,739 | |
Rollovers | | 76,771 | |
| | 840,103 | |
| | | |
Transfer of assets from another plan | | 615,752 | |
| | | |
Total additions | | 1,935,403 | |
| | | |
Deductions from net assets attributed to: | | | |
Benefits paid to participants | | 351,524 | |
| | | |
Increase in net assets available for benefits | | 1,583,879 | |
| | | |
Net assets available for benefits | | | |
Beginning of year | | 1,570,853 | |
| | | |
End of year | | $ | 3,154,732 | |
See accompanying notes to financial statements.
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GENLYTE THOMAS CONSOLIDATED
THRIFT SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
NOTE 1 - DESCRIPTION OF PLAN
The following description of the Genlyte Thomas Consolidated Thrift Savings Plan for Hourly Employees (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General: The Plan is a defined contribution plan sponsored by Genlyte Thomas Group LLC (“the Company”). The Plan holds as investments the common stocks of two members of the Company, The Genlyte Group, Inc. and Thomas Industries, Inc. The Plan is subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions: The Plan covers eligible hourly employees of the Company at its Hopkinsville, Kentucky; Dyersburg, Tennessee; Tupelo, Mississippi; Sparta, Tennessee, San Marcos, Texas and Newberry, South Carolina plant locations. Eligibility to participate in the Plan, employee deferral limitations, and employer matching rates are based upon bargaining agreements at each plant location. Participants of each covered group under the Plan may contribute to the Plan a portion of their pretax annual eligible compensation after meeting certain eligibility requirements. The Plan provides for company matching contributions of participant deferrals at specific rates for each plant location. The Plan allows eligible participants to make catch-up contributions in accordance with IRS regulations. Additional employer contributions for certain plant locations are permitted at the discretion of the Company’s Board of Directors. Employee deferrals and company contributions are subject to certain limitations.
Participant Accounts: Each participant’s account is credited with the participant’s own contribution and an allocation of the Company’s contribution, the Plan’s earnings and forfeitures of terminated participants non-vested account balances. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting: Participants are immediately vested in their own contributions plus actual earnings thereon. Vesting in the remainder of their account plus earnings thereon is based on years of continuous service. A participant is fully vested after five years of credited service. A participant is entitled to 100% of his or her account balance upon retirement, death, or disability.
Forfeitures: During 2003, forfeited accounts of $7,483 were used to reduce employer contributions. At December 31, 2003, no forfeitures were available to be used in the future.
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Investment Options: Each participant may direct their contributions into any of the investment options available under the Plan, including the common stock of Genlyte Group, Inc. and Thomas Industries, Inc., members of Genlyte Thomas Group, LLC.
Payment of Benefits: Upon retirement at or after age 65, the balance in the participant’s account is paid to the participant in regular monthly, quarterly, or annual payments over a period not exceeding 10 years or in a single lump-sum payment. Upon termination of employment due to death, disability, or other separation of service prior to age 65, the balance in the participant’s account may be paid to the participant or their beneficiary in a single lump-sum payment. In the event of a qualified financial hardship, the plan administrator can allow a participant to withdraw an amount to the extent of the participant’s immediate and heavy financial need with consideration of his or her vested account balance.
Transfer of Assets from Another Plan: In 2003, assets were transferred into the Plan for participants at the Genlyte Thomas Group, LLC plant locations at Burgaw, North Carolina; Sonoma, California; Garland, Texas; Elgin, Illinois; San Marcos, Texas; and Carrollton, Texas from the Genlyte Thomas Retirement Savings and Investment Plan (RSIP). The Plan was amended effective January 1, 2003 to allow these facilities to participate in the Plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: The financial statements are prepared on the accrual basis of accounting.
Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates. It is at least reasonably possible that a significant change may occur in the near term for the estimates of investment valuation.
Risks and Uncertainties: The Plan provides for various investment options. The underlying investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of assets available for benefits.
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Payment of Benefits: Benefits are recorded when paid.
Administrative Fees: Administrative expenses of the Plan have been paid by the Company.
Investment Valuation and Income Recognition: The Plan’s investments are stated at fair value. Shares of mutual funds are valued using quoted market prices. Common collective trusts are valued at the net asset value of shares held by the Plan at year-end as determined by the trustee. Money market funds are valued at cost, which approximates fair value.
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.
NOTE 3 - INVESTMENTS
Investments representing 5% or more of the Plan’s net assets at December 31 are as follows:
| | 2003 | | 2002 | |
| | | | | |
Janus Advisor Balanced Fund | | $ | 506,220 | | $ | 382,216 | |
PIMCO Total Return Fund | | 232,858 | | 163,562 | |
Putnam S&P 500 Index Fund | | 743,645 | | 454,867 | |
Putnam Money Market Fund | | 500,464 | | 368,290 | |
Putnam Voyager Fund | | 173,028 | | 22,272 | |
Putnam International Growth Fund | | 161,480 | | 51,771 | |
| | | | | | | |
During 2003, 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:
Mutual funds | | $ | 209,950 | |
Common/collective fund | | 161,826 | |
Common stock | | 78,682 | |
| | | |
| | $ | 450,458 | |
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NOTE 4 - PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of the Plan’s termination, participants will become 100% vested in their accounts.
NOTE 5 - TERMINATED PARTICIPANTS
Included in net assets available for benefits are amounts allocated to individuals who have elected to withdraw from the Plan but have not been paid. As of December 31, 2003 and 2002, amounts allocated to these individuals totaled $0 and $4,317, respectively.
NOTE 6 - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter dated June 7, 2002 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC) and therefore the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan has been amended since receiving the determination letter; however, the plan administrator believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
NOTE 7 - PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under the Department of Labor regulations as any fiduciary of the plan, any party rendering service to the plan, the employer, and certain others. The Plan held the following party-in-interest investments at December 31, 2003 and 2002.
Name | | Relationship | | 2003 | | 2002 | |
| | | | | | | |
Putnam Investments. | | Trustee | | $ | 1,993,380 | | $ | 979,216 | |
Genlyte Group, Inc. | | Member of the Company | | 149,500 | | 6,241 | |
Thomas Industries, Inc. | | Member of the Company | | 33,891 | | 2,531 | |
| | | | | | | | | |
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NOTE 8 - RESTATEMENT
The Plan’s 2003 financial statements have been restated, from amounts previously reported, as a result of an error in management’s calculation of the Plan’s 2003 employer contributions and an error in classifying certain employer contributions as employee contributions. The effects of the restatement on the Plan’s 2003 financial statements, as previously reported, are as follows:
| | Increase (decrease) | |
Employer contributions and employer contributions receivable | | $ | 180,644 | |
Employee contributions and employee contributions receivable | | (1,585 | ) |
Net assets available for benefits as of December 31, 2003 | | $ | 179,059 | |
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GENLYTE THOMAS CONSOLIDATED
THRIFT SAVINGS PLAN FOR HOURLY EMPLOYEES
SCHEDULE H, LINE 4(i) – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2003
Name of Plan Sponsor: Genlyte Thomas Group, LLC
Employer Identification Number: 22-3600475
Three-Digit Plan Number: 032
(a) | | (b) Identity of Issue or Borrower | | (c) Description of Investment Including Maturity Date, Rate of Interest, Par or Maturity Value | | (d) Cost | | (e) Current Value | |
| | | | | | | | | |
| | | | Mutual Fund | | | | | |
| | Janus | | Janus Advisor Balanced Fund | | # | | $ | 506,220 | |
| | | | | | | | | |
| | PIMCO | | PIMCO Total Return Fund | | # | | 232,858 | |
| | | | | | | | | |
* | | Putnam Investments | | Putnam Fund for Growth & Income | | # | | 119,425 | |
| | | | | | | | | |
* | | Putnam Investments | | Putnam Investors Fund | | # | | 83,859 | |
| | | | | | | | | |
* | | Putnam Investments | | Putnam Voyager Fund | | # | | 173,028 | |
| | | | | | | | | |
* | | Putnam Investments | | Putnam OTC & Emerging Growth Fund | | # | | 148,743 | |
| | | | | | | | | |
* | | Putnam Investments | | Putnam Asset Allocation–Balanced Portfolio | | # | | 62,736 | |
| | | | | | | | | |
* | | Putnam Investments | | Putnam International Growth Fund | | # | | 161,480 | |
| | | | | | | | | |
| | | | Common/Collective Fund | | | | | |
* | | Putnam Investments | | Putnam S&P 500 Index Fund | | # | | 743,645 | |
| | | | | | | | | |
| | | | Money Market Fund | | | | | |
* | | Putnam Investments | | Putnam Money Market Fund | | # | | 500,464 | |
| | | | | | | | | |
| | | | Common Stock | | | | | |
* | | Genlyte Group, Inc. | | Common Stock | | # | | 149,500 | |
| | | | | | | | | |
* | | Thomas Industries, Inc. | | Common Stock | | # | | 33,891 | |
| | | | | | | | | |
| | | | | | | | $ | 2,915,849 | |
* Denotes party-in-interest.
# All investments are participant directed therefore cost information is not required.
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Signatures
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.
| Genlyte Thomas Consolidated Thrift Savings Plan for Hourly Employees |
| (Name of Plan) | | | |
| | | | |
| | | | |
June 29, 2005 | | \s\ Raymond Zaccagnini |
(Date) | (Signature) | | | |
| | | | | |
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