UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from _________ to _________
COMMISSION FILE NUMBER: 0-02788
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
THE ELDER-BEERMAN STORES CORP. FINANCIAL PARTNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
THE ELDER-BEERMAN STORES CORP.
3155 EL-BEE ROAD
DAYTON, OHIO 45439
REQUIRED INFORMATION
Financial Statements. The following financial statements and schedules are filed
as part of this annual report and appear immediately after the signature page
hereof:
1. Independent Auditors Report
2. Statements of Net Assets Available for Benefits
3. Statement of Changes in Net Assets Available for Benefits
4. Notes to Financial Statements
5. Supplemental Schedule as of December 31, 2002
Schedule H, line 4i - Schedule of Assets Held at End of Year
Exhibits. The following exhibits are filed as a part of this annual report:
Exhibit 23.1 Consent of Deloitte & Touche LLP
Exhibit 99.1 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Plan has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
THE ELDER-BEERMAN STORES CORP.
FINANCIAL PARTNERSHIP PLAN
Date: June 26, 2003 /s/Steven D. Lipton
----------------------------------------
Steven D. Lipton, Member
The Elder-Beerman Stores Corp. Financial
Partnership Plan Committee
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THE ELDER-BEERMAN
STORES CORP. FINANCIAL
PARTNERSHIP PLAN
Financial Statements as of December 31,
2002 and 2001 and for the Year Ended
December 31, 2002 and Supplemental
Schedule as of December 31, 2002
and Independent Auditors' Report
THE ELDER-BEERMAN STORES CORP.
FINANCIAL PARTNERSHIP PLAN
TABLE OF CONTENTS
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PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002 AND 2001 AND FOR
THE YEAR ENDED DECEMBER 31, 2002:
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 6
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2002--
Schedule H, line 4i--Schedule of Assets Held at End of Year 8
INDEPENDENT AUDITORS' REPORT
The Elder-Beerman Stores Corp.
Financial Partnership Plan Committee
We have audited the accompanying statements of net assets available for benefits
of The Elder-Beerman Stores Corp. Financial Partnership Plan (the "Plan") as of
December 31, 2002 and 2001, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2002. 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 year ended December 31, 2002 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 schedule, listed in the
table of contents, 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 our 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.
DELOITTE & TOUCHE LLP
June 12, 2003
Dayton, Ohio
THE ELDER-BEERMAN STORES CORP.
FINANCIAL PARTNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
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2002 2001
INVESTMENTS, at fair value:
American Century Strategic Moderate Fund $ 8,146,348 $ 9,851,207
Van Kampen Comstock Fund 7,048,448
Oppenheimer Capital Appreciation Fund 6,146,696
INVESCO Stable Value Trust Fund 5,914,082
American Century Strategic Conservative Fund 4,306,437 4,712,472
American Century Value Fund 2,788,570 3,376,150
Putnam International Growth Fund 2,055,301
American Century Strategic Aggressive Fund 1,987,053 2,488,283
Baron Growth Fund 934,618
Elder-Beerman Stock Fund 526,314 987,870
SSGA S&P 500 Index Fund 50,148
MFS Mid Cap Growth Fund 25,833
American Century Ultra Fund 9,658,627
American Century Income and Growth Fund 9,205,164
American Century Stable Asset Fund 4,557,855
American Century International Growth Fund 2,468,999
Participant Loans 1,494,923 1,568,907
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Total investments 41,424,771 48,875,534
RECEIVABLES:
Employer contributions 1,014,300 1,383,430
Employee contributions 137,163 136,451
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Total receivables 1,151,463 1,519,881
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PAYABLES 26,750
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NET ASSETS AVAILABLE FOR BENEFITS $42,549,484 $50,395,415
=========== ===========
See notes to financial statements.
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THE ELDER-BEERMAN STORES CORP.
FINANCIAL PARTNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2002
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ADDITIONS:
Dividends and interest $ 940,106
Contributions:
Employer 804,821
Employee 3,047,009
Rollover 323
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Total contributions 3,852,153
-----------
Total additions 4,792,259
-----------
DEDUCTIONS:
Benefits paid to participants 4,655,303
Investment and administrative expenses 144,493
Net depreciation in fair value of investments 7,838,394
-----------
Total deductions 12,638,190
-----------
NET DECREASE 7,845,931
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 50,395,415
-----------
End of year $42,549,484
===========
See notes to financial statements.
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THE ELDER-BEERMAN STORES CORP.
FINANCIAL PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
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A. DESCRIPTION OF PLAN
The following brief description of The Elder-Beerman Stores Corp.
Financial Partnership Plan (the "Plan") is provided for general
information only. Participants should refer to the Summary Plan
Description for more complete information.
GENERAL--The Plan is a defined-contribution plan covering all employees
of the Elder-Beerman Stores Corp. (the "Company") and its affiliates who
have been credited with 1,000 or more hours of service during a year and
are age 18 or older. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
CONTRIBUTIONS--All employees who make contributions into the Plan and are
active on the last day of the Plan year are eligible to receive a
matching contribution. The matching contribution is based on the first 6%
of compensation. The Company makes additional matching contributions by
determining its level of profitability and comparing it to a
pre-determined contribution table.
PARTICIPANTS' ACCOUNTS--Individual accounts are maintained for each Plan
participant. Each participant's account is credited with the
participant's contribution and his/her proportionate share of the
Company's contribution, actual earnings and charged with an allocation of
administrative expenses. Allocations are based on each participant's
compensation, as provided in the Plan document. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account. Effective January 1, 2002, the Plan was
amended to limit the maximum annual participant contributions to the
lesser of $30,000 or 25% of the participant's compensation for the Plan
year.
VESTING--Participants are immediately vested in their pre-tax
contributions to the Plan, plus actual earnings thereon. Vesting in any
of the Company's contribution plus actual earnings thereon, is in
accordance with a five year graded vesting schedule (20% after 1 year of
service, 40% after 2 years of service, 60% after 3 years of service, 80%
after 4 years of service, and 100% after 5 years of service). Forfeited
balances of terminated participants are used to reduce future Company
contributions and/or pay plan expenses.
INVESTMENT OPTIONS--Upon enrollment in the Plan, a participant may direct
investment of his/her 401(k) deferrals or any existing account balance in
any of twelve investment options. Participants may change their
investment options or redirect existing balances at any time during the
plan year.
PAYMENT OF BENEFITS--On termination of service for any reason, a
participant may elect to receive either a single lump-sum distribution or
a rollover distribution payment into an eligible retirement account. A
participant may generally elect to receive a distribution of his entire
Vested Interest under the Plan in installments over a period not to
exceed five years. Eligible participants may elect to receive a hardship
distribution of all or a portion of his Vested Interest under the Plan.
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PARTICIPANT LOANS--The Plan allows participants to apply for and obtain
loans in an amount (not less than $500 and not more than the lesser of
50% of the participant's account balance or $50,000) from the balance of
the participant's account. All loans must be repaid within five years.
Plan loans are secured by the balance in the participant's account and
bear interest at a rate determined by the Company from time to time.
Payments of principal and interest are generally made by payroll
deduction and are credited to the participant's account.
B. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING--The financial statements of the Plan are prepared
using 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 net assets available for benefits and changes
therein. Actual results could differ from those estimates. The Plan
utilizes various investment instruments. Investment securities, in
general, are exposed to various risks, such as interest rate, credit and
overall market volatility. Due to the level of risk associated with
certain investment securities, it is reasonably possible that changes in
the values of investment securities will occur in the near term and that
such changes could materially affect the amounts reported in the
statements of net assets available for benefits.
INVESTMENT VALUATION AND INCOME RECOGNITION--The Plan's investments are
stated at fair value. Shares of mutual funds are valued at the net asset
value of shares held by the Plan at year end. The Company stock is valued
at its quoted market price. Participant notes receivable 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.
ADMINISTRATIVE EXPENSES--Certain administrative functions are performed
by officers or employees of the Company. No such officer or employee
receives compensation from the Plan. A significant amount of the Plan's
administrative and legal expenses are paid and/or reimbursed by the Plan
Sponsor. Administrative expenses for the trustees and other fees are paid
directly by the Plan.
PAYMENT OF BENEFITS--Benefits are recorded when paid.
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C. INVESTMENTS
The Plan's investments that represent five percent or more of the Plan's
net assets available for benefits as of December 31, 2002 and 2001, are
as follows:
2002 2001
American Century Strategic Moderate Fund $8,146,348 $9,851,207
Van Kampen Comstock Fund 7,048,448
Oppenheimer Capital Appreciation Fund 6,146,696
INVESCO Stable Value Trust Fund 5,914,082
American Century Strategic Conservative Fund 4,306,437 4,712,472
American Century Value Fund 2,788,570 3,376,150
American Century Ultra Fund 9,658,627
American Century Income and Growth Fund 9,205,164
American Century Stable Asset Fund 4,557,855
During 2002, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value by $7,838,394 as follows:
Mutual funds $7,545,091
Common stock 293,303
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Total $7,838,394
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D. INCOME TAX STATUS
The Internal Revenue Service ("IRS") issued a favorable determination
letter dated July 29, 2002, stating that the Plan, as then amended, was
in compliance with the applicable requirements of the Internal Revenue
Code.
E. PLAN TERMINATION
Although it has not expressed any intent 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 of ERISA. In the event of
Plan termination, all benefits will become vested and will be distributed
to participants and beneficiaries.
******
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SUPPLEMENTAL SCHEDULE
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THE ELDER-BEERMAN STORES CORP.
FINANCIAL PARTNERSHIP PLAN
SCHEDULE H, LINE 4i--SCHEDULE OF INVESTMENTS HELD AT END OF YEAR
DECEMBER 31, 2002
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(b) (c)
IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT INCLUDING (e)
BORROWER, LESSOR OR MATURITY DATE, RATE OF INTEREST, FAIR
(a) SIMILAR PARTY COLLATERAL, PAR OR MATURITY DATE VALUE
Common/Collective Trusts:
SSGA S&P 500 Index Fund 325 shares $ 50,148
INVESCO Stable Value Trust Fund 5,914,082 shares 5,914,082
Mutual Funds:
Baron Growth Fund 34,744 shares 934,618
American Century Strategic Conservative Fund 887,925 shares 4,306,437
Putnam International Growth Fund 125,247 shares 2,055,301
MFS Mid Cap Growth Fund 4,564 shares 25,833
Oppenheimer Capital Appreciation Fund 205,506 shares 6,146,696
American Century Value Fund 468,667 shares 2,788,570
Van Kampen Comstock Fund 571,187 shares 7,048,448
American Century Strategic Aggressive Fund 361,282 shares 1,987,053
American Century Strategic Moderate Fund 1,551,685 shares 8,146,348
* The Elder-Beerman Stores Corp. Common stock, 292,396 shares 526,314
Participant loans Collateralized by participant's account (5.2%-10.5%,
maturing at various dates throughout 2008) 1,494,923
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$41,424,771
* Party-in-interest.
Column (d) has been omitted because it is not applicable.
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