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UNITED STATES
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
(Mark One)
| þ | Annual report pursuant to section 15(d) of the Securities Exchange Act of 1934 |
For the Fiscal year ended September 30, 2004.
Or
| o | Transition report pursuant to section 15(d) of the Securities Exchange Act of 1934 |
For the transition period from ___ to ____.
Commission file number: 0-21018 (Tufco Technologies, Inc.)
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: | |||
| Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan | ||||
| B. | Name of issuer of securities held pursuant to the plan and the address of its principal executive office: | |||
| Tufco Technologies, Inc. 3161 South Ridge Road Green Bay, WI 54305 | ||||
Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan
Financial Statements and Supplemental Schedule
Years Ended September 30, 2004 and 2003
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| Financial Statements | ||||
| 2 | ||||
| 3 | ||||
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Report of Independent Registered Public Accounting Firm
Plan Administrator
Tufco Technologies, Inc. Profit Sharing,
Savings, and Investment Plan
Green Bay, Wisconsin
We have audited the accompanying statements of net assets available for benefits of Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan as of September 30, 2004 and 2003, and the 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 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 Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan as of September 30, 2004 and 2003, 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.
Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan 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.
Wipfli LLP
March 4, 2005
Green Bay, Wisconsin
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Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan
Statements of Net Assets Available for Benefits
September 30, 2004 and 2003
| 2004 | 2003 | |||||||
| Assets | ||||||||
| Cash | $ | 3,724 | $ | 0 | ||||
| Investments | 6,311,643 | 5,171,356 | ||||||
| Contribution receivables: | ||||||||
| Participant | 2,365 | 10,645 | ||||||
| Employer | 771 | 46,372 | ||||||
| Total Contribution Receivables | 3,136 | 57,017 | ||||||
| Net Assets available for Benefits | $ | 6,318,503 | $ | 5,228,373 | ||||
See accompanying notes to financial statements.
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Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended September 30, 2004 and 2003
| 2004 | 2003 | |||||||
| Additions to net assets attributed to: | ||||||||
| Net appreciation in fair value of investments | $ | 600,925 | $ | 429,070 | ||||
| Contributions: | ||||||||
| Participant | 584,595 | 728,433 | ||||||
| Employer | 167,273 | 250,732 | ||||||
| Rollover | 270,876 | 36,700 | ||||||
| Total Contributions | 1,022,744 | 1,015,865 | ||||||
| Total Additions | 1,623,669 | 1,444,935 | ||||||
| Deductions from net assets attributed to: | ||||||||
| Benefits paid to participants | 526,841 | 724,247 | ||||||
| Administrative expenses | 6,698 | 3,799 | ||||||
| Total Deductions | 533,539 | 728,046 | ||||||
| Net additions | 1,090,130 | 716,889 | ||||||
| Net assets available for benefits at beginning | 5,228,373 | 4,511,484 | ||||||
| Net assets available for benefits at end | $ | 6,318,503 | $ | 5,228,373 | ||||
See accompanying notes to financial statements.
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Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan
Notes to Financial Statements
Note 1
Plan Description
The following description of Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan (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 profit sharing plan covering substantially all full-time employees of Tufco Technologies, Inc. (the “Company”) who have been employed by the Company for six consecutive calendar months. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by an officer of the Company.
Contributions
Participants are allowed to contribute up to 100% of annual compensation, as defined by the Plan, subject to other limitations required by law. The Plan allows participants to roll over distributions from other retirement plans. Tufco Technologies, Inc., the Plan’s sponsor, matches contributions of 40% of the first 6% of the participants’ elective deferral. Rollovers are not matched. In addition, the Company has the option of making a discretionary profit sharing contribution each year. No such contribution was made in 2004. The discretionary profit sharing contribution was $43,599 in 2003.
Participants’ Accounts
All investments in participants’ accounts are participant-directed. The Plan allows participants to select from a variety of investment options with a mix of money market accounts, equity funds, corporate bond funds, and Tufco Technologies, Inc. common stock.
Participants’ accounts are credited with an allocation of the Company’s profit sharing contribution (based on participants’ compensation and excess compensation), their contribution, the employer’s matching contribution, and plan earnings (based on investment options and account balances).
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Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan
Notes to Financial Statements
Note 1
Plan Description (Continued)
Vesting
The employer’s profit sharing contributions and matching contributions and related earnings become 20% vested after one year of credited service. The vesting percentage increases an additional 20% each year thereafter, with 100% vesting after five years of credited service. Employee contributions and related earnings are vested upon deposit in the Plan.
Forfeitures
Nonvested benefits are forfeited throughout the year. Forfeited amounts are used to pay plan administrative expenses. Any remaining forfeited amounts are allocated to qualifying participants as if they were additional employer contributions.
Expenses of the Plan
A portion of the administrative expenses charged by the plan administrator, investment advisory fees, and other expenses incurred in conjunction with the Plan are paid out of plan assets. Tufco Technologies, Inc., the Plan’s sponsor, pays for the fidelity insurance premiums covering the Plan and a portion of the administrative expenses of the Plan.
Participant Loans
Participants may borrow from their fund accounts. Loans may be made up to the lesser of $50,000 or one-half of the participant account balance, with a $1,000 minimum. Loan terms range from one to five years unless the loan qualifies as a home loan. The loans are secured by the balance in the participant’s account and bear interest at the prime rate as of the first of the month in which the loan was originated plus 1%. Interest rates on existing loans range from 5.0% to 10.5%. Principal and interest are paid ratably through payroll deductions.
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Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan
Notes to Financial Statements
Note 1
Plan Description (Continued)
Plan Benefits
Plan benefits are available at normal retirement, disability retirement, death, or termination of employment with vested interests.
Participants may elect to receive benefit payments in the form of an installment or lump-sum distribution.
Plan Termination
The Company intends to continue the Plan indefinitely; however, it reserves the right to terminate the Plan at any time. In the event of termination, all amounts credited to a participant’s account become 100% vested and will be distributed to the participant in accordance with the Plan’s provisions.
Note 2
Summary of Significant Accounting Policies
Method of Accounting
The accounting records of Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan are presented on the accrual basis of accounting.
Use of Estimates in Preparation of Financial Statements
The preparation of the accompanying financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results may differ from these estimates.
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Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan
Notes to Financial Statements
Note 2
Summary of Significant Accounting Policies (Continued)
Investment Valuation
Investments are stated at current market value as determined by the trustee of the Plan. Money market funds and participant loans are stated at cost, which approximates fair value. Mutual funds are carried at current value, which represents the quoted market values of the underlying investments. The fair value of common stocks and other investments are based on published market prices on the last business day of the plan year. All investments are held in bank and insurance company-administered trust funds.
Unrealized appreciation or depreciation is reflected for the year in the statement of changes in net assets available for benefits. Gains or losses on security transactions are recorded as the difference between proceeds received and the carrying value of investments. Interest income is recognized on the accrual method, and dividend income is recorded on the ex-dividend date.
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Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan
Notes to Financial Statements
Note 3
Investments
The following is a schedule of investments that individually represent 5% or more of the Plan’s net assets at September 30:
| 2004 | 2003 | |||||||||||||||
| Asset Fair Percent of | Asset Fair Percent of | |||||||||||||||
| Value | Net Assets | Value | Net Assets | |||||||||||||
| The Hartford Fixed Account Fund | $ | 572,494 | 9.1 | $ | 746,957 | 14.3 | ||||||||||
| Tufco Technologies, Inc. Common Stock | 383,099 | 6.1 | 280,353 | 5.4 | ||||||||||||
| Investment Co. of America | 487,936 | 7.7 | 431,014 | 8.2 | ||||||||||||
| Growth Fund of America | 546,868 | 8.7 | 374,271 | 7.2 | ||||||||||||
| American Balanced Fund | 753,931 | 11.9 | 518,578 | 9.9 | ||||||||||||
| Lord Abbett Mid-Cap Value Fund | 957,580 | 15.2 | 609,333 | 11.7 | ||||||||||||
| Goldman Sachs Government Income Fund | 723,648 | 11.5 | 761,799 | 14.6 | ||||||||||||
| Van Kampen Equity Income Fund | 409,934 | 6.5 | 355,005 | 6.8 | ||||||||||||
| Bond Fund of America | 288,111 | 4.6 | 272,033 | 5.2 | ||||||||||||
During 2004 and 2003, net appreciation in fair value of investments totaled $600,925 and $429,070, respectively.
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Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan
Notes to Financial Statements
Note 4
Transactions With Parties-in-Interest
Tufco Technologies, Inc. serves as the sponsor of the Plan. The Plan had the following transactions with Tufco Technologies, Inc.:
| 2004 | 2003 | |||||||
| Purchases of Stock: | ||||||||
| Number of shares | 8,677 | 6,665 | ||||||
| Value of shares on transaction dates | $ | 64,201 | $ | 37,489 | ||||
| Sales of stock: | ||||||||
| Number of shares | 3,655 | 17,375 | ||||||
| Value of shares on transaction dates | $ | 23,681 | $ | 106,326 | ||||
At September 30, 2004 and 2003, the Plan held 48,555 shares and 43,533 shares, respectively, of Tufco Technologies, Inc. common stock.
Note 5
Tax-Exempt Status of the Plan
The trust established under the Plan to hold the Plan’s assets is qualified pursuant to the appropriate section of the Internal Revenue Code, and accordingly, the trust’s net investment income is exempt from income taxes. The Plan has obtained a favorable tax determination letter from the Internal Revenue Service as of February 3, 2005. The plan administrator believes any amendments and events since the effective date of the last Internal Revenue Service determination letter do not affect the qualified status of the Plan.
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Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan
Plan’s EIN #39-1210798 Plan #001
Supplemental Schedule
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
September 30, 2004
| Description of Investment Including | ||||||
| Identity of Issue, Borrower, | Maturity Date, Rate of Interest | Current | ||||
| Lessor, or Similar Party | Collateral, Par, or Maturity | Cost | Value | |||
| The Hartford Fixed Account* | 526,970.9511 shares — Money Market Fund | $N/R | $572,494 | |||
| Tufco Technologies, Inc.* | 48,555.0000 shares — Common Stock | N/R | 383,099 | |||
| Investment Co. Of America* | 46,816.6004 shares — Pooled separate account | N/R | 487,936 | |||
| Growth Fund of America* | 46,702.0986 shares — Pooled separate account | N/R | 546,868 | |||
| American Balanced Fund* | 63,918.8742 shares — Pooled separate account | N/R | 753,931 | |||
| Lord Abbett Mid-Cap Value Fund* | 75,533.6827 shares — Pooled separate account | N/R | 957,580 | |||
| Goldman Sachs Government Income Fund* | 62,330.1014 shares — Pooled separate account | N/R | 723,648 | |||
| Hartford Dividend & Growth HLS Fund* | 164,978.0198 shares — Pooled separate account | N/R | 188,697 | |||
| Lord Abbett Affiliated Fund* | 10,529.4875 shares — Pooled separate account | N/R | 109,572 | |||
| Van Kampen Equity Income Fund* | 36,751.4669 shares — Pooled separate account | N/R | 409,934 | |||
| Federated Kaufmann Fund* | 10,529.9564 shares — Pooled separate account | N/R | 119,367 | |||
| Hartford Mid-Cap HLS Fund* | 189,197.1732 shares — Pooled separate account | N/R | 229,258 | |||
| Bond Fund of America* | 23,218.5072 shares — Pooled separate account | N/R | 288,111 | |||
| New Perspective Fund* | 12,855.1504 shares — Pooled separate account | N/R | 138,792 | |||
| Goldman Sachs Small-Cap Value Fund* | 8,361.2183 shares — Pooled separate account | N/R | 107,503 | |||
| Goldman Sachs Opportunity Fund* | 13,509.1225 shares — Pooled separate account | N/R | 140,254 | |||
| Total pooled separate accounts | $5,201,451 | |||||
| Participant Loans | 5.0% to 10.5% notes maturing over the next five years | N/R | 154,599 | |||
| Total assets (held at end of year) | $6,311,643 | |||||
*Party-in-interest
N/R — Cost information is not required for participant-directed investments.
See Independent Auditor’s Report.
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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.
| TUFCO TECHNOLOGIES, INC PROFIT SHARING, SAVINGS, AND INVESTMENT PLAN | ||||
| BY: | TUFCO TECHNOLOGIES, INC. | |||
| Plan Administrator | ||||
| BY: | /s/ Michael B. Wheeler | |||
| Michael B. Wheeler, Vice President | ||||
| And Chief Financial Officer | ||||
| March 28, 2005 | ||||
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement pertaining to Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan of our report dated March 4, 2005, with respect to the financial statements and schedules of Tufco Technologies, Inc. Profit Sharing, Savings, and Investment Plan included in this Annual Report (Form 11-K) for the year ended September 30, 2004.
Wipfli LLP
March 24, 2005
Green Bay, Wisconsin