Table of Contents
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)
x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended December 31, 2002
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 0-23426
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
REPTRON ELECTRONICS, INC. 401(K) RETIREMENT SAVINGS PLAN
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
REPTRON ELECTRONICS, INC.
13700 REPTRON BOULEVARD
TAMPA, FLORIDA 33626
Table of Contents
Page | ||
1 | ||
FINANCIAL STATEMENTS | ||
2 | ||
3 | ||
4 | ||
SUPPLEMENTAL SCHEDULE | ||
9 |
Table of Contents
Report of Independent Certified Public Accountants
The Participants and Advisory Committee
Reptron Electronics, Inc.
401(k) Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits of the Reptron Electronics, Inc. 401(k) Retirement Savings Plan as of December 31, 2002 and 2001, 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, 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, 2002 and 2001, 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 audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental 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. The supplemental schedule has been subjected to the auditing procedures applied in the audit 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/ GRANT THORNTON LLP
Tampa, Florida
May 31, 2003
Table of Contents
Reptron Electronics, Inc.
401(k) Retirement Savings Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, | ||||||
2002 | 2001 | |||||
Assets: | ||||||
Investments, at fair value | $ | 11,615,601 | $ | 14,300,653 | ||
Cash | 21,820 | — | ||||
Receivables: | ||||||
Participants’ contributions | 48,010 | 63,564 | ||||
Employer contributions | 2,459 | 6,357 | ||||
Participant loans | 496,890 | 570,582 | ||||
Investment income | 7,014 | 6,727 | ||||
Total receivables | 554,373 | 647,230 | ||||
Total assets | 12,191,794 | 14,947,883 | ||||
Liabilities: | ||||||
Due to participants | 30,076 | 27,021 | ||||
Total liabilities | 30,076 | 27,021 | ||||
Net assets available for benefits | $ | 12,161,718 | $ | 14,920,862 | ||
The accompanying notes are an integral part of these statements.
2
Table of Contents
Reptron Electronics, Inc.
401(k) Retirement Savings Plan
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, | ||||||||
2002 | 2001 | |||||||
(Reductions) additions to net assets attributed to: | ||||||||
Investment (loss): | ||||||||
Net depreciation in fair value of investments | $ | (3,392,714 | ) | $ | (4,261,287 | ) | ||
Interest and dividends | 294,596 | 356,476 | ||||||
(3,098,118 | ) | (3,904,811 | ) | |||||
Additions to net assets attributed to: | ||||||||
Participants’ contributions | 2,186,000 | 2,590,154 | ||||||
Rollover contributions | 243,965 | 212,829 | ||||||
Employer’s contributions | 212,511 | 264,949 | ||||||
2,642,476 | 3,067,932 | |||||||
Total reductions | (455,642 | ) | (836,879 | ) | ||||
Deductions from net assets attributed to: | ||||||||
Benefits paid to participants | 2,270,656 | 953,961 | ||||||
Miscellaneous expense | 2,770 | 2,940 | ||||||
Return of excess contributions | 30,076 | 27,021 | ||||||
Net decrease | (2,759,144 | ) | (1,820,801 | ) | ||||
Net assets available for benefits: | ||||||||
Beginning of year | 14,920,862 | 16,741,663 | ||||||
End of year | $ | 12,161,718 | $ | 14,920,862 | ||||
The accompanying notes are an integral part of these statements.
3
Table of Contents
Reptron Electronics, Inc.
401(k) Retirement Savings Plan
December 31, 2002 and 2001
NOTE A – DESCRIPTION OF PLAN
The following description of Reptron Electronics, Inc.’s (the Company or Employer) 401(k) Retirement Savings Plan (the Plan), which was established effective January 1, 1993, provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
1. | General. The Plan is a defined contribution plan covering all employees of the Company and its wholly owned subsidiaries. Employees are eligible to participate in the Plan upon attaining the age of 18 and completing three months of service. Service with the Company’s subsidiaries prior to January 3, 2000 is counted towards eligibility to participate in the Plan. The entry dates for the Plan are the first day of each month. The Plan is subject to provisions of the Employee Retirement Income Security Act of 1974 (ERISA). |
2. | Contributions. Participants may contribute up to 19 percent of pre-tax annual compensation. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers one common stock fund, two common/collective trust funds, and thirty-eight mutual funds as investment options for participants. The Company makes discretionary contributions at the option of the Company’s board of directors, not to exceed 100% of the first 19% of participant compensation contributed as an elective deferral for December 31, 2002 and 2001. The Company’s match is based on a percentage of the participant’s contribution. The Company’s matching percentage was 10% for 2002 and 2001. |
3. | Participant Accounts. Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings, and is charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants’ non-vested accounts are used to reduce future Company contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. |
4. | Vesting. Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s discretionary matching portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is generally 100 percent vested after five years of credited service. |
4
Table of Contents
Reptron Electronics, Inc.
401(k) Retirement Savings Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2002 and 2001
NOTE A – DESCRIPTION OF PLAN – Continued
Any participant of the Hibbing Electronics Corporation and Applied Instruments Employee 401(k) Plans (which were merged into the Plan on January 1, 2000) who was a participant as of January 1, 2000 with no less than three years of service, is permitted to elect to have his or her vested percentage computed based upon the prior vesting schedule.
Years of Service | Applied Instruments Prior Vesting Percentage | Hibbing Electronics Corp. Prior Vesting Percentage | All Other Participants Vesting Percentage | ||||||
Less than 1 | 0 | % | 0 | % | 0 | % | |||
1 | 20 | % | 25 | % | 20 | % | |||
2 | 40 | % | 50 | % | 40 | % | |||
3 | 60 | % | 75 | % | 60 | % | |||
4 | 80 | % | 100 | % | 80 | % | |||
5 | 100 | % | 100 | % |
5. | Participant Loans. Participants may borrow from their fund accounts up to a maximum of the lesser of $50,000 or 50 percent of their account balance. The loans are collateralized by the assets allocated to the participant’s account. A participant must repay the loan within five years unless the loan is used to acquire a principal residence. Each loan shall bear interest at a reasonable rate, as determined by the Company in accordance with the Plan’s written loan procedures. |
6. | Payment of Benefits |
Lifetime benefits (normal retirement age is 65)
On termination of service due to death, disability or retirement, 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 installment payments.
Termination prior to retirement
For termination of service due to reasons other than retirement, a participant may receive the value of the vested interest in his or her account as a lump sum distribution or in installment payments not exceeding the participant’s life expectancy.
For any termination of service, if the participant’s vested account balance does not exceed $5,000 a single lump sum payment is required.
5
Table of Contents
Reptron Electronics, Inc.
401(k) Retirement Savings Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2002 and 2001
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end.
Interest income is recorded on the accrual basis. Dividends are recorded on the dividend date.
Payment of Benefits
Benefits are recorded when paid.
Expenses of the Plan
Substantially all administrative expenses of the Plan have been paid by the Employer.
Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated July 20, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
6
Table of Contents
Reptron Electronics, Inc.
401(k) Retirement Savings Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2002 and 2001
NOTE C – INVESTMENTS
The following table presents the fair value of participant-directed investments that represent 5 percent or more of the Plan’s net assets. The custodian utilized the quoted market price of the investment instruments underlying the investment options to determine their fair value.
December 31, | ||||||
2002 | 2001 | |||||
Merrill Lynch Retirement Preservation Trust | $ | 2,982,850 | $ | 2,534,584 | ||
Van Kampen Emerging Growth Fund Class A | 1,641,445 | 2,373,301 | ||||
Alliance Premier Growth Fund Class A | 1,946,034 | 2,941,107 | ||||
ING Pilgrim International Value Class A | 1,066,521 | 1,245,854 | ||||
Merrill Lynch Basic Value Fund Class D | 889,523 | 976,012 | ||||
Reptron Electronics, Inc. Common Stock | 632,417 | 1,858,663 | ||||
Mercury Total Return Bond Fund | 1,057,563 | 898,973 | ||||
Aggregate of investments that represent less than 5 percent of the Plan’s net assets | 1,399,248 | 1,472,159 | ||||
$ | 11,615,601 | $ | 14,300,653 | |||
During 2002, the Plan’s investments (including investments bought, sold, and held during the year) depreciated in value by $(3,392,714) as follows:
Common Stock | $ | (670,554 | ) | |
Mutual Funds | (2,722,160 | ) | ||
$ | (3,392,714 | ) | ||
NOTE D – RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Merrill Lynch Trust Company. Merrill Lynch Trust Company is the custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.
NOTE E – PLAN Termination
Although it has not expressed any intent to do so, the Employer 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 of Plan termination, participants will become 100 percent vested in their accounts.
7
Table of Contents
Reptron Electronics, Inc.
401(k) Retirement Savings Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2002 and 2001
NOTE F – NET ASSETS AVAILABLE FOR BENEFITS
Merrill Lynch Trust Company held the assets during 2002 and 2001, respectively, for the purpose of administration of investments and record keeping. The agreement with Merrill Lynch Trust Company provides for the investments and contributions to be participant directed and accounted for in separate funds.
NOTE G – RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of the financial statements to Form 5500:
2002 | 2001 | |||||||
Net assets available for benefits per the Statement of Net Assets Available for Benefits | $ | 12,161,718 | $ | 14,920,862 | ||||
Contributions receivable | (50,469 | ) | (69,921 | ) | ||||
Refund of excess contributions | 30,076 | 27,021 | ||||||
Other | 2 | 1 | ||||||
Net assets available for benefits per Form 5500 | $ | 12,141,327 | $ | 14,877,963 | ||||
Income (loss) per Statement of Changes | $ | (2,759,144 | ) | $ | (1,820,801 | ) | ||
Adjustment for accruals | 22,507 | 33,826 | ||||||
Liquidated funds payable from trust | — | 23,025 | ||||||
Appreciation included as transfer | — | — | ||||||
Transfers in from merged plans | — | — | ||||||
Other | 1 | (3,274 | ) | |||||
Income (loss) per Form 5500 | $ | (2,736,636 | ) | $ | (1,767,224 | ) | ||
The differences indicated above are the result of the financial statements prepared on an accrual basis and the Form 5500 prepared on a cash basis.
8
Table of Contents
SUPPLEMENTAL SCHEDULE
401(k) Retirement Savings Plan
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2002
Principal of Shares | Description | Current Value | ||
726,916 | * Reptron Electronics, Inc. | $632,417 | ||
34,134 | * Merrill Lynch Retirement Preservation Trust – GM | 34,134 | ||
2,982,850 | * Merrill Lynch Retirement Preservation Trust | 2,982,850 | ||
5,515 | Van Kampen Comstock Fund Class A | 68,061 | ||
614 | ING Pilgrim International Value Class A | 6,320 | ||
2,517 | Van Kampen American Value Fund Class A | 38,025 | ||
672 | Alliance Premier Growth Fund A GM | 9,235 | ||
38,210 | * Merrill Lynch Basic Value Fund Class D | 889,523 | ||
26,041 | AIM Value Fund | 195,565 | ||
3,779 | * Merrill Lynch Focus Value Fund Class D | 34,046 | ||
897 | AIM Value Fund | 6,736 | ||
14,092 | PIM Company Innovation Fund Class A | 151,775 | ||
529 | Fidelity Advisor Growth | 11,749 | ||
477 | MFS Capital Oppenheimer Fund Class A | 4,455 | ||
347 | Federated Growth Strategies | 6,488 | ||
4,194 | Fidelity Advisor Mid Cap Fund Class T | 65,383 | ||
7,359 | Calvert Income Fund | 120,389 | ||
1,249 | Federated International Small Company Fund Class A | 18,530 | ||
4,671 | Oppenheimer Global Growth & Income | 76,044 | ||
293 | CDC Nvest Growth and Income Fund Class A | 2,756 | ||
2,559 | AIM Small Cap Growth Fund Class A | 47,289 | ||
1,592 | Mass Investment Growth Stock Fund Class A | 14,698 | ||
5,121 | Van Kampen Aggregate Growth Fund Class A | 45,375 | ||
1,561 | Davis NY Venture Fund Class A | 32,696 | ||
8,001 | AIM Blue Chip Fund Class A | 71,525 | ||
1,081 | Fidelity Advisor Growth & Income Class T | 14,100 | ||
7,197 | * Merrill Lynch S&P 500 Index | 77,438 | ||
3,784 | * Merrill Lynch SM Cap Index | 31,330 | ||
1,721 | MFS Strategic Growth Fund Class A | 23,996 | ||
926 | Munder Net Fund Class A | 9,235 | ||
1,427 | Fidelity Advisor Small Cap Fund Class T | 20,451 | ||
79,456 | Mercury TTL Retirement Bd Distributor | 1,057,563 | ||
820 | Alliance Tech Fund Class A | 31,438 | ||
474 | Mercury TTL Retirement Bd Distributor – GM | 6,302 | ||
29,437 | Alliance Growth & Income | 76,536 | ||
58,048 | Van Kampen Emerging Growth Fund Class A | 1,641,445 | ||
403 | Fidelity Advisor Equity Growth Fund | 13,612 | ||
2,277 | * Merrill Lynch Fundamental Growth Funds Class D | 28,916 | ||
163 | Van Kampen Emerging Growth Fund Class A | 4,620 | ||
141,633 | Alliance Premier Growth Fund Class A | 1,946,034 | ||
103,646 | ING Pilgrim International Value Class A | 1,066,521 | ||
11,615,601 | ||||
Cash | 21,820 | |||
Participant loans, at varying rates and maturities | 496,890 | |||
$12,134,311 | ||||
* | Party-in-interest to the Plan. |
9
Table of Contents
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.
REPTRON ELECTRONICS, INC. 401(K) RETIREMENT SAVINGS PLAN | ||
By: | /s/ PAUL PLANTE | |
Paul Plante Paul Plante, Chief Operating Officer of Reptron Electronics, Inc. Plan Administrator |
Date: June 30, 2003
10
Table of Contents
EXHIBIT INDEX
FILED AS PART OF THIS ANNUAL REPORT ON FORM 11-K
EXHIBIT NO. | DESCRIPTION | |
23.1 | Consent of Grant Thornton LLP |
11