-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NHOT487XHu08AgGgYM9JNUwJytO5WBEs6h89I9pOh/5NzuQCE/TjhglJDzWtYH6Y bedEct5mT/TA0ifVFrurkg== /in/edgar/work/20000628/0000950124-00-003968/0000950124-00-003968.txt : 20000920 0000950124-00-003968.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950124-00-003968 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LABARGE INC CENTRAL INDEX KEY: 0000057139 STANDARD INDUSTRIAL CLASSIFICATION: [3812 ] IRS NUMBER: 730574586 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-05761 FILM NUMBER: 662535 BUSINESS ADDRESS: STREET 1: 1300 NATIONAL HIGHWAY CITY: THOMASVILLE STATE: NC ZIP: 27360 BUSINESS PHONE: 9104764777 MAIL ADDRESS: STREET 1: PO BOX 14499 CITY: ST LOUIS STATE: MO ZIP: 63178-4499 FORMER COMPANY: FORMER CONFORMED NAME: DORSETT ELECTRONICS INC DATE OF NAME CHANGE: 19690406 11-K 1 e11-k.txt FORM 11-K 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, 1999 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 17 pages. 2 REQUIRED INFORMATION Financial Statements. Exhibits. I. Consent of KPMG LLP. 3 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 28, 2000 4 LABARGE, INC. EMPLOYEES SAVINGS PLAN Financial Statements and Schedules December 31, 1999 and 1998 (With Independent Auditors' Report Thereon) 5 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, 1999 and 1998 2 Statements of Changes in Net Assets Available for Plan Benefits for the Years ended December 31, 1999 and 1998 3 Notes to Financial Statements 4 SCHEDULES Line 27a: Schedule of Assets Held for Investment Purposes, December 31, 1999 1 10 Schedule of Assets Which Were Both Acquired and Disposed of Within the Plan Year * Line 27b - Schedule of Loans or Fixed Income Obligations * Line 27c - Schedule of Leases in Default or Classified as Uncollectible * Line 27d - Schedule of Reportable Transactions, Year ended December 31, 1999 2 11 Line 27e - Schedule of Nonexempt Transactions * * There were no assets held for investment purposes which were both acquired and disposed of and no nonexempt transactions with parties-in-interest within the plan year ended December 31, 1999 which require separate disclosure. Additionally, there were no loans or fixed income obligations and no leases in default or classified as uncollectible at December 31, 1999. 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
6 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, 1999 and 1998 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 generally accepted auditing standards. 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, 1999 and 1998, and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information in Schedules 1 and 2 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 schedules have been subjected to the auditing procedures applied in the audits 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/ KPMG LLP St. Louis, Missouri May 12, 2000 7 LABARGE, INC. EMPLOYEES SAVINGS PLAN Statements of Net Assets Available for Plan Benefits December 31, 1999 and 1998
1999 1998 ------------ ------------ Assets: Investments: Registered investment company shares $ 10,480,253 9,486,173 Money market accounts 773,690 618,490 LaBarge, Inc. common stock 2,105,219 2,373,423 Loans to participants 740,970 698,153 ------------ ------------ Total investments 14,100,132 13,176,239 ------------ ------------ Receivables: Employer contributions 57,350 65,559 Participant contributions 235,148 100,337 Participant loans 21,553 56,657 Interest and dividends 3,933 2,847 ------------ ------------ Total receivables 317,984 225,400 Liabilities - accrued expenses 18,328 -- ------------ ------------ Net assets available for plan benefits $ 14,399,788 13,401,639 ============ ============
See accompanying notes to financial statements. 2 8 LABARGE, INC. EMPLOYEES SAVINGS PLAN Statements of Changes in the Net Assets Available for Plan Benefits Years ended December 31, 1999 and 1998
1999 1998 ------------- -------------- Investments income: Interest and dividends $ 249,941 248,511 Net appreciation in fair market value of investments 321,726 175,253 ------------- -------------- Total investment income 571,667 423,764 Participant contributions 1,188,272 1,103,012 Employer contributions 246,390 256,178 Participant distributions (942,144) (1,521,509) Administrative expenses (66,036) (15,434) ------------- -------------- Increase in net assets available for plan benefits 988,149 246,011 Net assets available for plan benefits: Beginning of year 13,401,639 13,155,628 ------------- -------------- End of year $ 14,399,788 13,401,639 ============= ==============
See accompanying notes to financial statements. 3 9 LABARGE, INC. EMPLOYEES SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (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. 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 1999 or 1998. (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 contribution allocated to the participant's account is 100% after five full years of continuous service. 4 (Continued) 10 LABARGE, INC. EMPLOYEES SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (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 6.5% to 9.5% with final due dates through April 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: - 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; - 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; - 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 5 (Continued) 11 LABARGE, INC. EMPLOYEES SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 - Loan Fund, which shall account for all principal and interest outstanding on loans to plan participants. The Equity Index Fund, Growth Fund, Balanced 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. (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) PLAN AMENDMENT The Plan was amended effective August 11, 1999 to change the terms of severance benefits that are paid to a participant once the participant leaves the employment of the Company. All benefits less than $5,000 will be paid in a lump sum to the participant once the participant is no longer employed with the Company. The new amendment also allows all severance benefits greater than $5,000 to remain in the plan until withdrawal by the participant. 6 (Continued) 12 LABARGE, INC. EMPLOYEES SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (4) 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. (5) 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. (6) RELATED-PARTY TRANSACTIONS On various dates during 1999, the Plan purchased 130,400 shares of the Company's common stock at fair market value at prices ranging from $1.25 to $2.75 per share for investment in the Plan's LaBarge Common Stock Fund. The Plan did not sell any shares of the Company's common stock during 1999. The market value of the investment in the LaBarge Common Stock Fund was valued at $2.19 and $2.688 per share at December 31, 1999 and 1998, respectively. (7) 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, 1999 1998 --------------- --------------- Net assets available for plan benefits per the financial statements $ 14,399,788 13,401,639 Amounts allocated to withdrawing participants 852,985 702,160 --------------- --------------- Net assets available for plan benefits per the Form 5500 $ 13,546,803 12,699,479 =============== ===============
7 (Continued) 13 LABARGE, INC. EMPLOYEES SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
YEAR ENDED DECEMBER 31, 1999 1998 --------------- --------------- Distributions to participants per the financial statements $ 942,144 1,521,509 Add amounts allocated to withdrawing participants at end of year 852,985 702,160 Less amounts allocated to withdrawing participants at beginning of year 702,160 519,673 --------------- --------------- Benefits paid to participants per the Form 5500 $ 1,092,969 1,703,996 =============== ===============
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. (8) 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, 1999 1998 --------------- --------------- Investments at fair value as determined by quoted market price: Mutual funds: American Balanced Fund Inc. Income Fund $ 1,942,123 1,937,398 Fidelity Advisor Series II Growth Opportunity Fund Class T 3,205,929 2,980,053 Intermediate Bond Fund of America 605,268 709,080 Mainstay Funds Equity Index Fund Class A 4,726,933 3,859,642 LaBarge, Inc. common stock 2,105,219 2,373,423 --------------- --------------- 12,585,472 11,859,596 --------------- --------------- Investments at fair value: Money market accounts - Prime Obligations Fund - A 773,690 -- Goldman Sachs Financial Square Pop-A Prime Obligations -- 618,490 Loans to participants 740,970 698,153 --------------- --------------- 1,514,660 1,316,643 --------------- --------------- $ 14,100,132 13,176,239 =============== ===============
8 (Continued) 14 LABARGE, INC. EMPLOYEES SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (9) ADOPTION OF SOP 99-3 During 1999, the Plan adopted American Institute of Certified Public Accountants' Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters under which disclosure of investment information by fund is no longer required. Prior year amounts have been reclassified to conform to the current year presentation. (10) NON-PARTICIPANT DIRECTED INVESTMENTS Information about net assets and the significant changes in net assets relating to the non-participant-directed investments is as follows:
DECEMBER 31, --------------------------------------- 1999 1998 ------------------ ------------------- Participant loans $ 740,970 698,153 ================== ===================
YEAR ENDED DECEMBER 31, --------------------------------------- 1999 1998 ------------------ ------------------- Interest on loans $ 65,917 62,512 Interfund loan transfers, net (23,100) 40,966 ------------------ ------------------- 42,817 103,478 Participant loans, beginning of the year assets 698,153 594,675 ------------------ ------------------- Participant loans, end of the year assets $ 740,970 698,153 ================== ===================
9 15 SCHEDULE 1 LABARGE, INC. EMPLOYEES SAVINGS PLAN Item 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1999
NUMBER OF SHARES CURRENT DESCRIPTION OF INVESTMENTS OR UNITS COST VALUE - ----------------------------------------------------------------------- ------------ ------------ -------------- Money market accounts - Prime Obligations Fund - A 773,690 $ 773,690 773,690 Equity Mutual Funds: American Balanced Fund Inc. Income Fund 134,683 2,013,396 1,942,123 Fidelity Advisor Series II Growth Opportunity Fund Class T 68,708 2,722,661 3,205,929 Mainstay Funds Equity Index Fund Class A 99,809 3,677,971 4,726,933 Fixed Income Fund - Intermediate Bond Fund of America 46,811 627,698 605,268 LaBarge Common Stock Fund - LaBarge Inc. common stock* 962,166 1,633,962 2,105,219 Loans to participants -- 740,970 740,970 ============ ------------- -------------- Total investments $ 12,190,348 14,100,132 ============= ============== * Represents a party-in-interest transaction allowable under ERISA regulations.
See accompanying independent auditors' report. 10 16 SCHEDULE 2 LABARGE, INC. EMPLOYEES SAVINGS PLAN Item 27(d) - Schedule of Reportable Transactions Year ended December 31, 1999
IDENTITY OF PURCHASE SELLING COST PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE OF ASSET - ------------------------- ---------------------------------------------- ----------------- ---------------- --------------- A.G. Edwards Trust Co. Prime Obligations Fund - A $ 4,110,778 -- 4,110,778 A.G. Edwards Trust Co. Prime Obligations Fund - A -- 3,955,578 3,955,578 A.G. Edwards Trust Co. Fidelity Advisor Series II Growth Opportunity Fund Class T 686,174 -- 686,174 A.G. Edwards Trust Co. Fidelity Advisor Series II Growth Opportunity Fund Class T -- 242,760 151,233 A.G. Edwards Trust Co. Mainstay Funds Equity Index Fund Class A 550,932 -- 550,932 A.G. Edwards Trust Co. Mainstay Funds Equity Index Fund Class A -- 266,584 243,073 ================= ================ =============== CURRENT VALUE OF ASSET ON IDENTITY OF TRANSACTION NET GAIN OR PARTY INVOLVED DESCRIPTION OF ASSET DATE (LOSS) - ------------------------- ------------------------------------------------- --------------- ------------------- A.G. Edwards Trust Co. Prime Obligations Fund - A 4,110,778 -- A.G. Edwards Trust Co. Prime Obligations Fund - A 3,955,578 -- A.G. Edwards Trust Co. Fidelity Advisor Series II Growth Opportunity Fund Class T 686,174 -- A.G. Edwards Trust Co. Fidelity Advisor Series II Growth Opportunity Fund Class T 242,760 91,527 A.G. Edwards Trust Co. Mainstay Funds Equity Index Fund Class A 550,932 -- A.G. Edwards Trust Co. Mainstay Funds Equity Index Fund Class A 266,584 23,511 =============== ===================
See accompanying independent auditors' report. 11 EX-23 2 ex23.txt CONSENT OF KPMG LLP 1 EXHIBIT 23 Independent Auditors' Consent We consent to incorporation by reference in the registration statement No. 33-31330 on Form S-8 of LaBarge, Inc. of our report dated May 12, 2000, relating to the statements of net assets available for plan benefits of the LaBarge, Inc. Employees Savings Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for plan benefits for each of the years then ended, and the related schedules as of and for each of the years ended December 31, 1999 and 1998, which report appears in the annual report on Form 11-K of the LaBarge, Inc. Employees Savings Plan. /s/ KPMG LLP St. Louis, Missouri June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----