-----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, PVbnBGrZZXXfuwJtNRQh9SfyNkJGys59D8K2k4UFT4rRabAvd6UGvmfk8EETrUjo Bt4DyMuXjXpEdyG4WVJTmg== 0000950152-05-005167.txt : 20050615 0000950152-05-005167.hdr.sgml : 20050614 20050615123341 ACCESSION NUMBER: 0000950152-05-005167 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050615 DATE AS OF CHANGE: 20050615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMSON & SESSIONS CO CENTRAL INDEX KEY: 0000057497 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 340349210 STATE OF INCORPORATION: OH FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00313 FILM NUMBER: 05896928 BUSINESS ADDRESS: STREET 1: 25701 SCIENCE PARK DR CITY: CLEVELAND STATE: OH ZIP: 44122-7313 BUSINESS PHONE: 2164643400 MAIL ADDRESS: STREET 1: 25701 SCIENCE PARK DR CITY: CLEVELAND STATE: OH ZIP: 44122 11-K 1 l14466ae11vk.txt LAMSON & SESSIONS FORM 11-K 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 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR [ ] TRANSITIONAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _____. Commission file number 1-313 THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN ----------------------------------------------- (Full title of the plan) THE LAMSON & SESSIONS CO., 25701 Science Park Drive, Cleveland, Ohio 44122 -------------------------------------------------------------------------- (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 CIUNI & PANICHI, INC. ------------------------------------------- CERTIFIED PUBLIC ACCOUNTANTS 2 THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 TABLE OF CONTENTS
Page ---- Report of Independent Registered Public Accounting Firm 4 Financial Statements Statements of Net Assets Available for Benefits 5 - Modified Cash Basis Statements of Changes in Net Assets Available for Benefits 6 - Modified Cash Basis Notes to the Financial Statements 7 Schedule of Assets (Held at End of Year) 16
3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors The Lamson & Sessions Co. We have audited the accompanying statements of net assets available for benefits - - modified cash basis of The Lamson & Sessions Co. (the "Company") Deferred Savings Plan (the "Plan") as of December 31, 2004 and 2003 and the related statements of changes in net assets available for benefits - modified cash basis 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 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 statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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. As described in Note B, these financial statements and supplemental schedule were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than generally accepted accounting principles in the United States. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of The Lamson & Sessions Co. Deferred Savings Plan as of December 31, 2004 and 2003 and changes in its net assets available for benefits for the years then ended in conformity with the modified cash basis of accounting. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule (modified cash basis) of assets held at end of year as of December 31, 2004 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements for the year ended December 31, 2004 and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Ciuni & Panichi, Inc. Cleveland, Ohio May 13, 2005 4 THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS - MODIFIED CASH BASIS
DECEMBER 31, 2004 2003 ----------- ----------- ASSETS CASH $ 218,849 $ 121,934 INVESTMENTS, AT FAIR VALUE: Common/collective trust fund 7,031,505 6,578,183 Registered investment companies 29,507,199 25,210,619 Lamson & Sessions Company stock 3,793,426 2,679,263 INVESTMENTS, AT ESTIMATED FAIR VALUE: Participant loans 804,919 736,838 Cash surrender value of life insurance - 121,400 ----------- ----------- Total investments 41,137,049 35,326,303 RECEIVABLES: Employer's contribution 426,243 - Other 3,206 - ----------- ----------- 429,449 - ----------- ----------- Total Assets 41,785,347 35,448,237 ----------- ----------- LIABILITIES Accounts payable 198,666 110,952 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $41,586,681 $35,337,285 =========== ===========
The accompanying notes are an integral part of these financial statements. 5 THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - MODIFIED CASH BASIS
YEARS ENDED DECEMBER 31, ------------------------- 2004 2003 ----------- ----------- ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Investment income Interest and dividends $ 1,022,026 $ 701,200 Net appreciation in fair value of investments 4,322,364 6,453,667 ----------- ----------- 5,344,390 7,154,867 Contributions Employee salary deferrals 2,302,601 2,204,379 Employer matching and profit sharing 1,504,665 995,171 Rollover contributions 41,512 58,241 ----------- ----------- 3,848,778 3,257,791 ----------- ----------- TOTAL ADDITIONS 9,193,168 10,412,658 DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO: Benefits paid to participants 2,935,030 2,120,389 Other 8,742 2,753 ----------- ----------- TOTAL DEDUCTIONS 2,943,772 2,123,142 ----------- ----------- NET INCREASE IN NET ASSETS 6,249,396 8,289,516 NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 35,337,285 27,047,769 ----------- ----------- END OF YEAR $41,586,681 $35,337,285 =========== ===========
The accompanying notes are an integral part of these financial statements. 6 THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE A - DESCRIPTION OF PLAN The following description of The Lamson & Sessions Co. (the "Company") Deferred Savings Plan (the "Plan") 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 substantially all employees of the Company. Employees are eligible to participate in the Plan on the first day of the calendar quarter after which they have attained the age of 21 (age 18 for Pyramid Industries II, Inc. salaried and non-union hourly employees) and completed one-half (1/2) year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) as amended. The Company is the Plan's administrator. The 401(k) Company is the Plan's record keeper. The Plan's custodian is the Pershing Division of Donaldson, Lufkin & Jenrette Securities Corporation ("Pershing"). 2. CONTRIBUTIONS Each year, participants contribute 1% to 15% of their eligible compensation (pre-tax contributions), as defined in the Plan. The Company contributes a matching contribution equal to 50% of the participant's contribution, not to exceed 6% of the participant's compensation for any plan year. Effective January 1, 2005, participants can contribute 1% to 100% of their eligible compensation. For each salaried participant for whom a salary reduction contribution has been made, the employer shall also contribute an additional matching contribution equal to 25% of such salary reduction contribution, up to the first 6% of the participant's contribution. This additional contribution is required to be contributed or initially invested in the Lamson & Sessions Stock Fund. Immediately following such contribution or initial investment in stock, the participant shall have the ongoing option to redirect the investment of such matching contributions among the investment options available under the Plan. 7 THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE A - DESCRIPTION OF PLAN - CONTINUED 2. CONTRIBUTIONS - CONTINUED In addition, the Company can make discretionary matching contributions. Based on the Company's annual financial performance, the Company may make an additional matching contribution. This additional matching contribution, if any, will be a percentage as determined by the Board of Directors or its delegate and is initially invested in Lamson & Sessions stock. Participants are also eligible to receive an additional discretionary matching contribution if they were employed with the Company on the last day of the Plan year for which the contribution is made and they have completed one year of service during the Plan year. 3. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's elective contributions, allocations of the Company's contributions and earnings on those contributions. Forfeitures due to the distribution of a participant's account before the participant has become fully vested reduce subsequent Company contributions. 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. 4. VESTING Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Company's matching and discretionary contribution portions of their accounts plus actual earnings thereon is based on Years of Service as defined by Plan provisions. A participant is fully vested after five years. 8 THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE A - DESCRIPTION OF PLAN - CONTINUED 5. PARTICIPANT LOANS Participants may borrow from their fund accounts a minimum of $1,000 and a maximum equal to the lesser of $50,000 or 50 percent of their vested balance in all their accounts reduced by their highest outstanding loan balance within the twelve (12) preceding months. Loan transactions are treated as transfers to (from) the investment fund from (to) the Participant Notes fund. A loan must be repaid through payroll withholding, the repayments must be periodic, and the term must not exceed five (5) years unless the proceeds are used to acquire a home. Such loans can be repaid over a maximum of fifteen (15) years. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the trustees on the date the loan is made. Interest rates currently charged on outstanding balances range from 5.27 percent to 10.74 percent. 6. PAYMENT OF BENEFITS On termination of service due to death, disability or retirement, a participant may elect to receive an amount equal to the value of the participant's vested interest in his or her account in either a lump-sum amount, or in annual installments. Withdrawals from a participant's account may be made prior to termination, subject to certain restrictions as defined by the Plan. 7. PLAN EXPENSES The Lamson & Sessions Co. absorbs substantially all costs to administer the Plan. 8. FORFEITURES Forfeited non-vested accounts are used to reduce employer contributions. In 2004 and 2003, the amount of forfeited non-vested accounts which were applied to reduce such contributions were $36,931 and $62,179, respectively. 9 THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE A - DESCRIPTION OF PLAN - CONTINUED 9. OTHER Prior to January 1, 1998, the Plan also offered participants the option to invest in life insurance. Participants with portions of their accounts invested in life insurance at January 1, 1998 have the option of keeping the insurance in place. Additional investments in insurance are no longer permitted. 10 THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE B - SUMMARY OF ACCOUNTING POLICIES 1. BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the modified cash basis of accounting. Under this basis, contributions which are withheld by the Plan sponsor but not allocated to participant accounts at year-end are recorded as a receivable. In addition pending trades and certain withholdings are included in accrued expenses. 2. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value except for participant loans and life insurance contracts. 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. The Company stock is valued at its quoted market price. Participant loans are valued at their outstanding principal balance, which approximates fair value. Life insurance contracts are valued at cash surrender value. Purchases and sales of securities are recorded on a trade-date basis. Interest and dividend income is recorded when received. 3. PAYMENT OF BENEFITS Benefits are recorded when paid. 4. USE OF ESTIMATES The preparation of financial statements, in conformity with the modified cash basis of accounting, requires the Plan administrator to make estimates and assumptions that affect certain reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 11 THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE C - INVESTMENTS The following presents investments at December 31, 2004 and 2003 that represent 5% or more of the Plan's net assets.
2004 2003 ---------- ---------- Bond Fund of America $4,127,680 $3,635,956 EuroPacific Growth Fund 3,110,316 2,584,245 Stable Value Fund 7,031,505 6,578,183 Fundamental Investors 7,757,556 6,874,560 Fidelity Advisor Equity Growth Fund 4,832,624 4,631,629 Lamson & Sessions Company Stock Fund 3,793,426 2,679,263 American AAdvantage Fund - Small Cap 3,654,370 - Phoenix-Duff & Phelps Real Estate Fund 2,303,459 - Franklin Balance Sheet Investment Fund - 2,919,135
During 2004 and 2003, the Plan's investments, including investments bought, sold and held during the year, appreciated in value by $4,322,364 and $6,453,667, respectively, as follows:
2004 2003 ---------- ---------- Mutual funds at fair value as determined by quoted market prices $2,791,777 $5,288,295 The Lamson & Sessions Co. stock at fair value as determined by quoted market prices 1,530,587 1,165,372 ---------- ---------- $4,322,364 $6,453,667 ========== ==========
12 THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE D - TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated May 7, 2002, that the Plan was 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 Plan's tax counsel believe the Plan is designed and is currently operated in compliance with applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. NOTE 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, participants will immediately become 100% vested in their accounts. NOTE F - RELATED PARTY TRANSACTIONS The Lamson & Sessions Stock Fund invests in Lamson & Sessions Co. common stock, which is traded on the New York Stock Exchange under the symbol LMS. The fund maintains short-term cash sufficient to meet its estimated daily cash needs. The fund purchases shares of Lamson & Sessions Co. common stock on the open market at open market prices. Transactions in the fund qualify as permitted party-in-interest transactions. NOTE G - RISKS AND UNCERTAINTIES The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. 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 statement of net assets available for benefits. 13 THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE H - AMENDMENT The Plan was amended on December 22, 2003 to allow, effective January 1, 2003, certain hourly associates to be included in discretionary matching contributions. NOTE I - RECONCILIATON OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2004 and 2003 to Form 5500:
2004 2003 ------------ ------------ Net assets available for benefits per the financial statements $ 41,586,681 $ 35,337,285 Amounts allocated to withdrawing participants (82,984) (650,215) ------------ ------------ Net assets available for benefits per the Form 5500 $ 41,503,697 $ 34,687,070 ============ ============
The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2004 and 2003 to Form 5500:
2004 2003 ----------- ----------- Benefits paid to participants per the financial statements $ 2,935,030 $ 2,120,389 Add: Amounts allocated to withdrawing participants at end of year 82,984 650,215 Less: Amount allocated to withdrawing participants at beginning of year (650,215) - ----------- ----------- Benefits paid to participants per Form 5500 $ 2,367,799 $ 2,770,604 =========== ===========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year end, but not yet paid as of that date. 14 ================================================================================ SUPPLEMENTAL INFORMATION ================================================================================ 15 THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR) EIN: 34-0349210 PLAN: 028 DECEMBER 31, 2004
COLUMN B --------------------- IDENTITY OF ISSUE, COLUMN C COLUMN E BORROWER, ------------------------------------- ------------- LESSOR OR DESCRIPTION OF CURRENT COLUMN A SIMILAR PARTY INVESTMENT(1) VALUE - -------- --------------------- ------------------------------------- ------------- American Funds Bond Fund of America $ 4,127,680 EuroPacific Growth Fund 3,110,316 Fundamental Investors 7,757,556 Oppenheimer Developing Markets Fund 917,706 AAdvantage Funds Small Cap Value Fund 3,654,370 Phoenix-Duff & Phelps Real Estate Securities 2,303,459 Fidelity Advisor Equity Growth Fund 4,832,624 Lord Abbett Developing Growth A 1,879,461 Invesco Stable Value Fund 7,031,505 MFS International New Discovery Fund 924,027 * Lamson & Sessions Stock Fund 3,793,426 ------------- 40,332,130 Participant Loans Participant loans with various rates of interest from 5.27% to 10.74% and various maturity dates through 2017 804,919 Cash 218,849 ------------- $ 41,355,898 =============
- -------------- *Party-In-Interest (1) Including maturity date, rate of interest, collateral, par or maturity value, where applicable. 16 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other person who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN Date: June 15, 2005 By: /s/ James J. Abel -------------------------------- James J. Abel Trustee 17 EXHIBIT INDEX
EXHIBIT EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23 Consent of Ciuni & Panichi, Inc.
18 EX-23 2 l14466aexv23.txt EXHIBIT 23 CONSENT OF INDEPEDENT REGISTERED PUBLIC ACCOUNTING Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement of The Lamson & Sessions Co. (Form S-8, File No. 333-46953) pertaining to The Lamson & Sessions Co. Deferred Savings Plan (the "Plan"), of our report dated May 13, 2005 with respect to the financial statements and supplemental schedule of the Plan included in the Plan's Annual Report on Form 11-K for the year ended December 31, 2004. June 10, 2005 -----END PRIVACY-ENHANCED MESSAGE-----