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, 2003
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
REPTRON ELECTRONICS, INC.
RETIREMENT SAVINGS PLAN
Financial Statements,
Supplemental Schedules
and Reports of Independent Registered
Public Accounting Firms
December 31, 2003 and 2002
Table of Contents
RETIREMENT SAVINGS PLAN
Contents
Page | ||
1 | ||
2 | ||
3 | ||
4 | ||
Schedule H, Line 4i, Schedule of Assets (Held at End of Year) as of December 31, 2003 | 10 | |
Schedule H, Line 4a, Schedule of Delinquent Participant Contributions | 11 |
Table of Contents
Report of Independent Registered Public Accounting Firm
The Participants and Advisory Committee
Reptron Electronics, Inc. Retirement Savings Plan:
We have audited the accompanying statement of net assets available for benefits of the Reptron Electronics, Inc. Retirement Savings Plan (Plan) as of December 31, 2003, and the related statement of changes in net assets available for benefits for the year then ended.
We conducted our audit in accordance with standards of the Public 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 audit provides 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, 2003, and the changes in net assets available for benefits for the year 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) and schedule of delinquent participant contributions 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. The supplemental schedules have been subjected to the auditing procedures applied in the audit 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/ Kirkland, Russ, Murphy & Tapp
Clearwater, Florida
June 18, 2004
Table of Contents
Report of Independent Registered Public Accounting Firm
The Participants and Advisory Committee
Reptron Electronics, Inc.
401(k) Retirement Savings Plan
We have audited the accompanying statement of net assets available for benefits of the Reptron Electronics, Inc. 401(k) Retirement Savings Plan as of December 31, 2002. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit.
We conducted our audit 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 statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.
/s/ GRANT THORNTON LLP
Tampa, Florida
May 31, 2003
1
Table of Contents
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002
2003 | 2002 | ||||
Assets: | |||||
Cash | $ | — | 21,820 | ||
Investments, at fair value | 12,261,536 | 11,615,601 | |||
Participant loans | 283,585 | 496,890 | |||
12,545,121 | 12,134,311 | ||||
Receivables: | |||||
Participants’ contributions | 35,124 | 48,010 | |||
Employer contributions | ��� | 2,459 | |||
Investment income | 7,244 | 7,014 | |||
Total receivables | 42,368 | 57,483 | |||
Total assets | 12,587,489 | 12,191,794 | |||
Liabilities: | |||||
Due to participants | — | 30,076 | |||
Total liabilities | — | 30,076 | |||
Net assets available for benefits | $ | 12,587,489 | 12,161,718 | ||
See accompanying independent auditors’ reports and notes to financial statements.
2
Table of Contents
RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2003
Additions to net assets attributed to: | |||
Investment income: | |||
Net appreciation in fair value of investments | $ | 1,673,619 | |
Interest and dividends | 215,045 | ||
Other income | 5,775 | ||
Net investment income | 1,894,439 | ||
Contributions: | |||
Participants’ | 1,248,806 | ||
Rollovers | 110,213 | ||
Employer’s | 2,631 | ||
1,361,650 | |||
Total additions | 3,256,089 | ||
Deductions from net assets attributed to: | |||
Benefits paid to participants | 2,575,075 | ||
Distributions on participant loans | 252,626 | ||
Miscellaneous expense | 2,617 | ||
Total deductions | 2,830,318 | ||
Net increase | 425,771 | ||
Net assets available for benefits: | |||
Beginning of year | 12,161,718 | ||
End of year | $ | 12,587,489 | |
See accompanying independent auditors’ reports and notes to financial statements.
3
Table of Contents
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(1) | Description of Plan |
The following description of Reptron Electronics, Inc. (Company) Retirement Savings Plan (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. Effective January 1, 2003, the Plan was restated to adopt certain provisions of the Economic Growth and Tax Relief Act of 2002 (EGTRRA).
(a) | 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) and the Internal Revenue Code.
(b) | Contributions |
Participants may contribute up to 19% 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. Elective deferrals were limited to $12,000 in 2003. 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, 2003 and 2002. The Company’s match is based on a percentage of the participant’s contribution. The Company’s matching percentage was 0% and 10% for the years ended December 31, 2003 and 2002, respectively.
During 2003, the Company declared bankruptcy and as of that date, participants ability to direct contributions into the Company’s common stock was suspended and is currently suspended.
All employees who are eligible to participate in the Plan and are age fifty or older before the end of the Plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of Section 414(v) of the Internal Revenue Code.
4
Table of Contents
REPTRON ELECTRONICS, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements – Continued
(1) | Description of Plan – Continued |
(c) | Participant Accounts |
Each participant’s account is credited with the participant’s contribution and allocation 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. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
(d) | 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% vested after five years of credited service.
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 Vested 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
Table of Contents
REPTRON ELECTRONICS, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements – Continued
(1) | Description of Plan – Continued |
(e) | Participant Loans |
Participants may borrow from their fund accounts up to a maximum of the lesser of $50,000 or 50% 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. Interest rates ranged from 5% to 10.5% during 2003. Principal and interest is repaid ratably through monthly payroll deductions.
(f) | Forfeitures |
Forfeitures related to the Plan are used to reduce future employer contributions. Forfeitures available for reduction of future employer contributions were approximately $200,000 and $167,000 at December 31, 2003 and 2002, respectively.
(g) | Payments of Benefits |
Lifetime benefit (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.
6
Table of Contents
REPTRON ELECTRONICS, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements – Continued
(2) | Summary of Significant Accounting Policies |
(a) | Basis of Presentation |
The financial statements of the Plan are prepared using the accrual method of accounting.
(b) | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management and the plan administrator to make estimates and assumptions that affect the reported amounts in the statements of net assets available for benefits, the statement of changes in net assets available for benefits and the accompanying notes. Accordingly, actual results may differ from those estimates.
(c) | Investment Valuation and Income Recognition |
The Plan’s investments are stated at fair value. 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. Units of the common collective trusts are valued at net asset value at year end. Participant loans are valued at cost, which approximated fair value.
Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the dividend date.
(d) | Risks and Uncertainties |
The Plan provides for various investment options in any combination of investment securities based upon participant requests. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain 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 statements of net assets available for benefits.
(e) | Payment of Benefits |
Benefits are recorded when paid.
7
Table of Contents
REPTRON ELECTRONICS, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements – Continued
(2) | Summary of Significant Accounting Policies - Continued |
(f) | Administrative Expenses |
Substantially all administrative expenses of the Plan have been paid by the Employer.
(g) | 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 tax counsel believe that the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC. Once qualified, the Plan is required to operate in conformity with the IRC and ERISA to maintain its qualified status. As a result of the above, no provision for income taxes have been included in the Plan’s financial statements.
(3) | Investments |
The following presents the fair value of participant-directed investments that represent 5% or more of the Plan’s net assets as of December 31, 2003 and 2002. Allocation of monies for various investment options is at the sole discretion of the participants for their individual contributions. The custodian utilized the quoted market price of the investment instruments underlying the investment options to determine their fair value.
December 31, | |||||
2003 | 2002 | ||||
Merrill Lynch Retirement Preservation Trust | $ | 2,611,971 | 2,982,850 | ||
Van Kampen Emerging Growth Fund Class A | 2,039,554 | 1,641,445 | |||
Alliance Premier Growth Fund Class A | 2,035,240 | 1,946,034 | |||
ING Pilgrim International Value Class A | 1,348,951 | 1,066,521 | |||
Merrill Lynch Basic Value Fund Class D | 1,203,919 | 889,523 | |||
Mercury Total Return Bond Fund | 941,982 | 1,057,563 | |||
Reptron Electronics, Inc. Common Stock | 38,521 | 632,417 |
During 2003, the Plan’s investments (including investments bought, sold and held during the year) appreciated in value by $1,673,619 as follows:
Common stock | $ | (435,973 | ) | |
Mutual funds | 2,109,592 | |||
$ | 1,673,619 | |||
8
Table of Contents
REPTRON ELECTRONICS, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements – Continued
(4) | 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.
Merrill Lynch Trust Company held the assets during 2003 and 2002, respectively, for the purpose of administration of investments and recordkeeping. The agreement with Merrill Lynch Trust Company provides for the investments and contributions to be participant directed and accounted for in separate funds.
Certain Plan investments are shares of the Company’s common stock, therefore, these transactions qualify as party-in-interest transactions.
(5) | 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% vested in their accounts.
(7) | Reconciliation of Financial Statements to Form 5500 |
The following is a reconciliation of the financial statements to Form 5500:
2003 | 2002 | ||||||
Net assets available for benefits per the statement of net assets available for benefits | $ | 12,587,489 | 12,161,718 | ||||
Contributions receivable | (35,124 | ) | (50,469 | ) | |||
Refund of excess contributions | — | 30,076 | |||||
Other | — | 2 | |||||
Net assets available for benefits per Form 5500 | 12,552,365 | 12,141,327 | |||||
Net increase (decrease) per Statement of Changes | 425,771 | (2,759,144 | ) | ||||
Adjustment for accruals | (14,733 | ) | 22,507 | ||||
Other | 38 | 1 | |||||
$ | 411,076 | (2,736,636 | ) | ||||
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.
9
Table of Contents
RETIREMENT SAVINGS PLAN
Employer Identification Number: 38-2081116
Plan Number: 002
Schedule H, Line 4i, Schedule of Assets (Held at End of Year)
December 31, 2003
(a) | (b) Identity of issue, borrower, lessor, or similar party | (c) Description of investment, including maturity date, rate of interest, collateral, par or maturity value (if applicable) | (e) Current Value | ||||
* | Common stock | REPTRON ELECTRONICS INC | $ | 38,521 | |||
* | Merrill Lynch | RET PRESERVATION TRUST | 2,611,971 | ||||
* | Merrill Lynch | RET PRES TRUST-GM | 53,863 | ||||
* | Merrill Lynch | FUNDAMENTAL GROWTH FUND A | 21,850 | ||||
Fidelity | ADV EQTY GROWTH FUND | 39,215 | |||||
ING | INTL VALUE FD CL A | 1,348,951 | |||||
ING | INTL VALUE FD CL A-GM | 37,673 | |||||
Van Kampen | AMERICAN VAL FD C A | 43,022 | |||||
* | Merrill Lynch | BASIC VALUE FUND CL A | 1,203,919 | ||||
* | Merrill Lynch | BOND FUND - CORE BD PORT A | 941,982 | ||||
* | Merrill Lynch | BOND FD-CORE BD PRT CL A GM | 35,827 | ||||
* | Merrill Lynch | FOCUS VALUE FUND CL A | 29,590 | ||||
PIMCO | PEA INNOVATION FD CL A | 194,834 | |||||
Federated | GROWTH STRATEGIES | 10,234 | |||||
AIM | SMALL CAP GROWTH FD CL A | 51,079 | |||||
Federated | INTL SMALL CO FD C A | 32,235 | |||||
Fidelity | ADV MID CAP FD CL T | 114,004 | |||||
Van Kampen | AGGR GROWTH FD CL A | 42,366 | |||||
AIM | BLUE CHIP FUND CLASS A | 63,446 | |||||
Fidelity | ADV GROWTH & INC CL T | 66,137 | |||||
* | Merrill Lynch | S & P 500 INDEX FUND CL I | 227,598 | ||||
* | Merrill Lynch | SMALL CAP INDEX FUND CL I | 54,972 | ||||
MFS | STRATEGIC GROWTH FD CL A | 21,795 | |||||
Munder | NETNET FUND CL A | 21,874 | |||||
Fidelity | ADV SMALL CAP FD CL T | 30,538 | |||||
Allianceber | TECHNOLOGY A | 39,454 | |||||
Allianceber | GROWTH AND INC A | 75,822 | |||||
Van Kampen | EMERG GR FD CL A | 2,039,554 | |||||
Van Kampen | EMERG GR CL A GM | 26,829 | |||||
Van Kampen | COMSTOCK FD CL A | 71,391 | |||||
Allianceber | PREMIER GROWTH A | 2,035,240 | |||||
Allianceber | PREMIER GROWTH A GM | 41,651 | |||||
AIM | PREMIER EQUITY FUND A | 237,667 | |||||
AIM | PREM EQTY FD A GM | 41,007 | |||||
Fidelity | ADVISOR GROWTH | 16,059 | |||||
MFS | CAPITAL OPP FD CL A | 5,610 | |||||
Calvert | INCOME FUND | 118,347 | |||||
Oppenheimer | GLOBAL OPPOR A | 117,137 | |||||
Harris Assoc. | GRWTH & INC A | 4,204 | |||||
Mass | INVEST GROWTH STK FD CL A | 26,632 | |||||
Davis | NY VENTURE FD CL A | 27,436 | |||||
* | Participant loans | 5% to 10.5% | 283,585 | ||||
12,545,121 | |||||||
* | Parties-in-interest |
See accompanying notes to financial statements.
10
Table of Contents
RETIREMENT SAVINGS PLAN
Employer Identification Number: 38-2081116
Plan Number: 002
Schedule H, Line 4a, Schedule of Delinquent Participant Contributions
December 31, 2003
(a) Identity of party involved | (b) Relationship to plan, employer or other party-in-interest | (c) Description of transactions including maturity date, rate of interest, collateral, par or maturity value | (h) Cost of Asset | (j) Net gain or (loss) on each transaction | ||||
Reptron Electronics, Inc. | Plan Sponsor | Loan to employer in the form of late deposit of employee deferrals | $1,271 | — |
See accompanying notes to financial statements.
11
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN | ||||||
June 28, 2004 | By: | REPTRON ELECTRONICS, INC., PLAN ADMINISTRATOR | ||||
By: | /s/ Paul J. Plante | |||||
President, Chief Executive Officer and Principal Accounting Officer |