1
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
For the fiscal year ended December 31, 2000
A. Full Title of the Plan:
The LaBarge, Inc. Employees Savings Plan
B. Name of the issuer of securities held pursuant to the Plan and the
address of its principal executive offices:
LaBarge, Inc.
9900A Clayton Road
St. Louis, MO 63124
This filing has a total of 15 pages.
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REQUIRED INFORMATION
Financial Statements.
Exhibits.
23. Consent of KPMG LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
LaBarge, Inc. Employees Savings Plan Administrative Committee has duly caused
this Annual Report to be signed by the undersigned thereunto duly authorized.
THE LaBARGE, INC. EMPLOYEES SAVINGS PLAN
By: /s/ Donald H. Nonnenkamp
---------------------------------------------
Donald H. Nonnenkamp
Vice President and Chief Financial Officer
By: /s/ Ellie J. Perry
---------------------------------------------
Ellie J. Perry
Plan Administrator
Date: June 27, 2001
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LABARGE, INC. EMPLOYEES SAVINGS PLAN
Financial Statements and Schedules
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
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LABARGE, INC. EMPLOYEES SAVINGS PLAN
TABLE OF CONTENTS
PAGE
TABLE OF CONTENTS:
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 2000 and 1999 2
Statements of Changes in Net Assets Available for Plan Benefits
for the Years ended December 31, 2000 and 1999 3
Notes to Financial Statements 4
SCHEDULE
--------
Schedule of Assets Held for Investment Purposes, December 31, 2000 1 9
DEFINITIONS:
Plan - LaBarge, Inc. Employees Savings Plan
Trustee - A. G. Edwards Trust Company
ERISA - Employee Retirement Income Security Act of 1974
Company - LaBarge, Inc.
Plan Administrator - LaBarge, Inc. Plan Administration Committee
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[KPMG LOGO]
[KPMG LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
Plan Administration Committee
LaBarge, Inc. Employees Savings Plan
We have audited the accompanying statements of net assets available for
plan benefits of the LaBarge, Inc. Employees Savings Plan as of December
31, 2000 and 1999 and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan Administrator. 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 the Plan
Administrator, 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 plan benefits of the
LaBarge, Inc. Employees Savings Plan as of December 31, 2000 and 1999, and
the changes in net assets available for plan benefits for the years then
ended, in conformity with accounting principles generally accepted in the
United States of America.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental information
in Schedule 1 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 ERISA. 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.
/s/ KPMG LLP
St. Louis, Missouri
June 1, 2001
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LABARGE, INC. EMPLOYEES SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2000 and 1999
2000 1999
------------- ------------
Assets:
Investments:
Registered investment
company shares $ 8,355,649 10,480,253
Money market accounts 1,335,630 773,690
LaBarge, Inc. common stock 1,761,023 2,105,219
Loans to participants 712,089 740,970
----------- -----------
Total investments 12,164,391 14,100,132
----------- -----------
Receivables:
Employer contributions 77,465 57,350
Participant contributions 106,984 235,148
Participant loans 22,744 21,553
Interest and dividends 7,550 3,933
----------- -----------
Total receivables 214,743 317,984
Liabilities -
Accrued expenses 9,257 18,328
----------- -----------
Net assets available
for plan benefits $12,369,877 14,399,788
=========== ===========
See accompanying notes to financial statements.
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LABARGE, INC. EMPLOYEES SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2000 and 1999
2000 1999
--------------- -------------
Investment (loss) income:
Interest and dividends $ 220,169 249,941
Net (depreciation) appreciation
in fair market value of investments (1,703,066) 321,726
------------ ------------
Total investment (loss) income (1,482,897) 571,667
Participant contributions 1,400,199 1,188,272
Employer contributions 316,964 246,390
Participant distributions (2,217,042) (942,144)
Administrative expenses (47,135) (66,036)
------------ ------------
Increase (decrease) in net assets
available for plan benefits (2,029,911) 998,149
Net assets available for plan benefits:
Beginning of year 14,399,788 13,401,639
------------ ------------
End of year $ 12,369,877 14,399,788
============ ============
See accompanying notes to financial statements.
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LABARGE, INC. EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(1) DESCRIPTION OF THE PLAN
The following description of the Plan provides only general
information. Participants should refer to the plan document for a
more complete description of the Plan's provisions.
(A) GENERAL
The Plan is a defined contribution plan sponsored by the
Company covering substantially all employees with 60 days of
service and is subject to the provisions of ERISA.
(B) CONTRIBUTIONS
Employees may elect to contribute, on a pre-tax basis, up to
15% of covered compensation in various investment funds of the
Plan. The Company contributes an amount equal to 50% of the
first $25 per month of employee contributions plus 25% of the
employee contribution in excess of $25. The Company provides
matching contributions in an amount not to exceed 8% of the
participant's compensation. All Company matching contributions
are non-participant directed. Specifically, the Company
matching contributions are invested in LaBarge, Inc. common
stock and are restricted from being transferred to other Plan
funds. Each year the Company may also, at its option,
contribute an additional discretionary amount as determined by
the Company's Board of Directors as a profit-sharing
contribution. There were no discretionary profit-sharing
contributions for 2000 or 1999.
(C) PARTICIPANTS' ACCOUNTS
Each participant account is credited with the participant's
contribution, the Company's matching contribution, and an
allocation of the Company's discretionary profit-sharing
contribution and fund earnings net of administrative charges.
Allocations are based upon covered compensation or account
balances as defined in the plan agreement.
Participants may transfer amounts between funds on quarterly
enrollment dates throughout the year. The Plan Administrator
will record these transfers in the participant's account and
direct the Trustee to reinvest the amounts to reflect these
changes. Money market accounts are maintained for each fund to
provide for short-term investments while transfers are in
process. At year-end, the investments are presented net of any
transfers in process as directed by the participants.
A participant's interest in transfers and trading activity in
the LaBarge Common Stock Fund is based on a weighted average
formula.
(D) VESTING
Participants are immediately vested in their contributions plus
any earnings thereon. Participants are fully vested with
respect to a calendar quarter employer matching contribution if
that participant is employed by the Company on the last day of
such calendar quarter. Upon a participant's attainment of
his/her normal retirement date (65th birthday), or upon death
or total disability, his/her entire account balance as of the
most recent valuation date will become 100% vested. In the
event a participant terminates employment, vesting in the
Company's profit-sharing
4 (Continued)
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LABARGE, INC. EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
contribution allocated to the participant's account is 100%
after five full years of continuous service.
(E) LOANS TO PARTICIPANTS
Participants are allowed to transfer portions of their account
balances into the Loan Fund and borrow from the Loan Fund at
the prevailing market rate (prime plus 0.5%). Loans will be
limited to the lesser of (i) 50% of a participant's vested plan
account balance as of the last day of the calendar quarter for
which the loan is being made, or (ii) $50,000. Loans to
participants include interest-bearing promissory notes at rates
from 8.25% to 10.00% with final due dates through October 2005.
(F) PAYMENT OF BENEFITS
Upon termination or retirement of service, a participant's
account is distributed in the form of a lump-sum payment or
installment payments over a period of time. Distributions are
made as soon as practical after the close of the plan quarter
in which the termination of employment occurs or is deferred
until age 70-1/2 at the participant's election.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF PRESENTATION
The accompanying financial statements of the Plan have been
prepared on the accrual basis and present the net assets
available for plan benefits and changes in those net assets.
(B) INVESTMENTS
Participants may elect to have a portion of their account
balances invested in the following separate investment funds
within the Plan:
- Aggressive Growth Fund, which shall have as its principal
objective aggressive growth by investing primarily in
stocks of smaller and less seasoned companies;
- Balanced Fund, which shall have as its principal objective
conservation of principal, current income, and long-term
growth of principal and income by investing in stocks and
fixed income securities;
- Equity Index Fund, which shall have at its principal
objective long-term capital growth by investing in the same
stocks and in substantially the same percentage as the S&P
500 Composite Stock Price Index;
- Growth Fund, which shall have as its principal objective
long-term growth by investing in stocks of companies that
are undervalued relative to the stock market as a whole;
- Growth and Income Fund, which shall have as its principal
objective long-term growth by only investing in stocks that
have paid dividends in 9 of the last 10 years;
5 (Continued)
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LABARGE, INC. EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
- International Growth Fund, which shall have as its principal
objective long-term growth by normally investing at least
65% of assets in companies located in Europe or the Pacific
Basin;
- Money Market Fund, which shall have as its principal
objective the preservation of principal and the earning of
interest at rates prevailing on short-term fixed income
investments;
- Intermediate Bond Fund, which shall have as its principal
objective the preservation of principal and the production
of income by investing in government securities and high-
quality corporate bonds;
- LaBarge Common Stock Fund, which shall be exclusively
invested in common stock of the Company; and
- Loan Fund, which shall account for all principal and
interest outstanding on loans to plan participants.
The Aggressive Growth Fund, Balanced Fund, Equity Index Fund,
Growth Fund, Growth and Income Fund, International Growth Fund, and
Intermediate Bond Fund (all invest in registered investment company
shares), and the LaBarge Common Stock Fund are stated at fair
market value. The fair market value of the Company's common stock
is determined based on the quoted market value of the stock on the
last day of trading for the period. The Money Market Fund (trust
prime money market account) is valued at cost plus interest, which
approximates net realizable value. The appreciation (depreciation)
in fair market value of investments of the Plan represents the
change in the difference between market value and cost of the
investments during the year and realized gains or losses on the
sale of investments based upon their historical cost on a specific
identification basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date. Purchases and sales of securities
are recorded on a trade-date basis.
(C) TRUST FUND MANAGED BY THE TRUSTEE
Under the terms of a trust agreement, the Trustee manages a trust
fund on behalf of the Plan. The investments and changes therein of
this trust fund have been reported to the Plan by the Trustee.
(D) ADMINISTRATIVE CHARGES
The Plan gives the Company the option of paying all administrative
expenses or charging them to the Plan. All expenses incidental to
the operation and management of the Plan have been charged to the
Plan and paid with plan assets.
(E) BENEFITS PAID TO PARTICIPANTS
Benefits are recorded when paid.
6 (Continued)
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LABARGE, INC. EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(F) USE OF ESTIMATES
Certain amounts included in the financial statements are
estimated based on currently available information and the Plan
Administrator's judgment as to the outcome of future conditions
and circumstances. While every effort is made to ensure the
integrity of such estimates, including the use of third-party
specialists where appropriate, actual results could differ from
these estimates.
(3) TAX STATUS
The Plan Administrator has received a favorable determination letter
dated April 8, 1994 from the Internal Revenue Service which
indicates that the Plan and its underlying trust qualify under the
applicable provisions of the Internal Revenue Code and, therefore,
are exempt from Federal income taxes. The Plan has been subsequently
amended. In the opinion of the Plan Administrator, such amendments
do not affect the tax status of the Plan.
(4) PLAN TERMINATION
Although it has not expressed an intent to do so, the Company has
the right under the provisions of 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 fully vested.
(5) RELATED-PARTY TRANSACTIONS
On various dates during 2000, the Plan purchased 164,900 shares of
the Company's common stock at fair market value at prices ranging
from $1.75 to $3.25 per share for investment in the Plan's LaBarge
Common Stock Fund.
On June 1, 2000, the Plan sold 6,500 shares of the Company's common
stock included in the Plan's LaBarge Common Stock Fund at fair
market value at a price of $1.75 per share.
The market value of the investment in the LaBarge Common Stock Fund
was valued at $1.75 and $2.19 per share at December 31, 2000 and
1999, respectively.
(6) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Form 5500:
DECEMBER 31,
-------------------------
2000 1999
--------- ----------
Net assets available for plan benefits
per the financial statements $ 12,369,877 14,399,788
Amounts allocated to withdrawing participants 610,800 852,985
------------ ----------
Net assets available for plan benefits per the Form 5500 $ 11,759,077 13,546,803
============ ==========
7 (Continued)
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LABARGE, INC. EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
YEAR ENDED DECEMBER 31,
--------------------------
2000 1999
----------- ----------
Distributions to participants per the financial statements $ 2,217,042 942,144
Add amounts allocated to withdrawing participants at
end of year 610,800 852,985
Less amounts allocated to withdrawing participants at
beginning of year 852,985 702,160
----------- ---------
Benefits paid to participants per the Form 5500 $ 1,974,857 1,092,969
=========== =========
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payments prior to December 31 but not yet paid as of that date.
(7) INVESTMENTS
Investments of the Plan are comprised of the following:
Investments that represent 5% or more of the Plan's net assets are
separately identified.
DECEMBER 31,
---------------------------
2000 1999
----------- ------------
Investments at fair value as determined by quoted market price:
Mutual funds:
American Balanced Fund Inc. Income Fund $ 23,340 1,942,123
Fidelity Advisor Series II Growth Opportunity Fund Class T 1,143,404 3,205,929
Intermediate Bond Fund of America 421,316 605,268
Mainstay Funds Equity Index Fund Class A 2,591,575 4,726,933
EuroPacific Growth Fund Class A 1,400,664 --
Putnam Voyager Fund Class A 2,567,963 --
Washington Mutual Investors Fund Class A 207,387 --
------------ ----------
8,355,649 10,480,253
LaBarge, Inc. common stock 1,761,023 2,105,219
------------ ----------
10,116,672 12,585,472
------------ ----------
Investments at fair value:
Money market accounts -- Prime Obligations Fund -- A 1,335,630 773,690
Loans to participants 712,089 740,970
------------ ----------
2,047,719 1,514,660
------------ ----------
$ 12,164,391 14,100,132
============ ==========
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SCHEDULE 1
LABARGE, INC. EMPLOYEES SAVINGS PLAN
Schedule (H) Part IV (i) -- Schedule of Assets Held for Investment Purposes
December 31, 2000
NUMBER OF
SHARES CURRENT
DESCRIPTION OF INVESTMENTS OR UNITS COST VALUE
- ------------------------------------------------------------------ ------------ ------- ---------
Money market accounts --
Prime Obligations Fund -- A 1,335,630 $ 1,335,630 1,335,630
Equity Mutual Funds:
American Balanced Fund Inc. Income Fund 1,509 21,947 23,340
EuroPacific Growth Fund Class A 44,678 1,704,351 1,400,664
Fidelity Advisor Series II Growth Opportunity Fund Class T 33,482 1,514,721 1,143,404
Mainstay Funds Equity Index Fund Class A 60,607 2,382,196 2,591,575
Putnam Voyager Fund Class A 110,200 3,020,936 2,567,963
Washington Mutual Investors Fund Class A 7,144 211,619 207,387
Fixed Income Fund --
Intermediate Bond Fund of America 31,418 416,988 421,316
LaBarge Common Stock Fund --
LaBarge Inc. common stock(*) 1,006,299 1,966,256 1,761,023
Loans to participants -- 712,089 712,089
=========== ----------- -----------
Total investments $13,286,733 12,164,391
=========== ===========
(*) Represents a party-in-interest transaction allowable under ERISA
regulations.
See accompanying independent auditors' report.
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