-----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, V6MVAgCiIxC3qGRqLoC83BCfu585m/birjUSZtDE3tVipeh/poNiHR4WQ0uBSufm mESyJBbAcCcLEKuXCd5Llw== 0001047469-98-035756.txt : 19980930 0001047469-98-035756.hdr.sgml : 19980930 ACCESSION NUMBER: 0001047469-98-035756 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980928 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANALYSTS INTERNATIONAL CORP CENTRAL INDEX KEY: 0000006292 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 410905498 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-04090 FILM NUMBER: 98716677 BUSINESS ADDRESS: STREET 1: 7615 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6128974506 MAIL ADDRESS: STREET 1: 7615 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 10-K/A 1 FORM 10K/A FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT TO APPLICATION OR REPORT FILED PURSUANT TO SECTION 12, 13, OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ANALYSTS INTERNATIONAL CORPORATION Amendment No. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K as set forth in the pages attached hereto: The following information relating to the Analysts International Corporation Savings and Investment Plan and required by Form 11-K for the Plan year ended June 30, 1998 is included as part of the registrant's annual report on Form 10-K, as permitted by Rule 15d-21. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Analysts International Corporation By: /s/ Thomas R. Mahler ------------------------------------ Thomas R. Mahler Secretary and General Counsel ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN INDEX Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS - Years ended June 30, 1998 and 1997: Statements of net assets available for plan benefits 2 Statements of changes in net assets available for plan benefits 3 Supplemental information on changes in net assets available for plan benefits by type of fund 4 Notes to financial statements 5-7 SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO THE REQUIREMENTS OF FORM 5500: I. Item 27a - Schedule of Assets Held for Investment Purposes, as of June 30, 1998 9 II. Item 27d - Schedule of Reportable Transactions for the Year Ended June 30, 1998 10 INDEPENDENT AUDITORS' REPORT Savings and Investment Plan Committee Analysts International Corporation Minneapolis, Minnesota We have audited the accompanying statements of net assets available for plan benefits of Analysts International Corporation Savings and Investment Plan (the Plan) as of June 30, 1998 and 1997 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's management. 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 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, such financial statements present fairly, in all material respects, the net assets available for plan benefits as of June 30, 1998 and 1997 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 conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information by fund for the years ended June 30, 1998 and 1997, the supplemental schedules of Assets Held for Investment Purposes as of June 30, 1998 and Reportable Transactions for the year ended June 30, 1998 are presented for purposes of additional analysis of the basic financial statements and for complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. This supplemental information is the responsibility of the Plan's management. The supplemental information and 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/ Deloitte & Touche LLP Minneapolis, Minnesota August 21, 1998 1 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
June 30 --------------------------- 1998 1997 ------------- ------------ ASSET - Investments, stated at market value $104,719,255 $77,595,562 ------------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $104,719,255 $77,595,562 ------------- ------------ ------------- ------------
See notes to financial statements and supplemental schedules. 2 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended June 30 ----------------------------- 1998 1997 -------------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $ 77,595,562 $ 55,968,103 ADDITIONS: Investment income 5,374,231 3,524,115 Contributions by employer 1,347,078 791,766 Contributions by participants 15,631,004 11,513,871 Net appreciation in market value of investments 13,170,370 12,215,585 -------------- ------------- 35,522,683 28,045,337 DEDUCTIONS: Distributions to employer 373,175 267,012 Distributions to participants 8,025,815 6,150,866 -------------- ------------- NET ADDITIONS 27,123,693 21,627,459 -------------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $104,719,255 $ 77,595,562 -------------- ------------- -------------- -------------
See notes to financial statements. 3 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN SUPPLEMENTAL INFORMATION ON CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND YEARS ENDED JUNE 30, 1998 AND 1997
Money U.S. Govt. High Yield Growth & Voyager Market Trust Trust Income Fund ---------- ------------ ----------- ------------ ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS as of June 30, 1996 $3,017,848 $2,720,931 $3,689,510 $11,359,201 $14,847,909 ADDITIONS: Investment Income 149,528 174,905 356,608 1,111,320 955,507 Contributions by employer Contributions by participants 493,291 451,814 662,595 2,211,111 2,695,504 Loan payments 72,692 73,450 52,410 140,437 240,232 Net appreciation (depreciation) in market value of investments 56,707 196,297 2,284,765 912,485 ---------- ------------ ----------- ------------ ----------- 715,511 756,876 1,267,910 5,747,633 4,803,728 DEDUCTIONS: Distributions to employer Distributions to participants 606,686 162,397 264,239 1,085,498 1,756,150 Loan withdrawals 77,343 109,396 63,021 177,973 177,563 ---------- ------------ ----------- ------------ ----------- 684,029 271,793 327,260 1,263,471 1,933,713 INTERFUND TRANSFERS 708,124 (199,746) (138,955) 91,046 (609,213) ---------- ------------ ----------- ------------ ----------- NET ADDITIONS 739,606 285,337 801,695 4,575,208 2,260,802 ---------- ------------ ----------- ------------ ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS as of June 30, 1997 $3,757,454 $3,006,268 $4,491,205 $15,934,409 $17,108,711 ADDITIONS: Investment Income 194,761 197,700 467,769 2,247,251 1,152,297 Contributions by employer Contributions by participants 818,773 590,673 798,303 3,054,652 3,222,498 Loan payments 40,557 67,955 51,201 159,562 184,732 Net appreciation in market value of investments 53,840 63,569 612,394 4,408,211 ---------- ------------ ----------- ------------ ----------- 1,054,091 910,168 1,380,842 6,073,859 8,967,738 DEDUCTIONS: Distributions to employer Distributions to participants 342,939 268,572 503,696 1,725,716 1,570,764 Loan withdrawals 102,581 70,821 83,558 183,216 216,490 ---------- ------------ ----------- ------------ ----------- 445,520 339,393 587,254 1,908,932 1,787,254 INTERFUND TRANSFERS (537,914) (278,514) (116,765) (211,671) (367,122) ---------- ------------ ----------- ------------ ----------- NET ADDITIONS 70,657 292,261 676,823 3,953,256 6,813,362 ---------- ------------ ----------- ------------ ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS as of June 30, 1998 $3,828,111 $3,298,529 $5,168,028 $19,887,665 $23,922,073 ---------- ------------ ----------- ------------ ----------- ---------- ------------ ----------- ------------ ----------- OTC Global Emerging International Loan AiC Growth Growth Growth Fund Stock ---------- ---------- ---------------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS as of June 30, 1996 $2,236,080 $4,025,652 $0 $990,216 $13,080,756 ADDITIONS: Investment Income 191,783 272,304 77,532 234,628 Contributions by employer 791,766 Contributions by participants 1,129,932 1,709,021 14,225 1,986 2,144,392 Loan payments 51,690 72,311 165 (829,230) 125,843 Net appreciation (depreciation) in market value of investments 425,069 (565,840) 9,916 8,896,186 ---------- ---------- ---------------- --------- ----------- 1,798,474 1,487,796 24,306 (749,712) 12,192,815 DEDUCTIONS: Distributions to employer 267,012 Distributions to participants 376,835 570,357 2,469 45,992 1,280,243 Loan withdrawals 52,370 86,883 (845,710) 101,161 ---------- ---------- ---------------- --------- ----------- 429,205 657,240 2,469 (799,718) 1,648,416 INTERFUND TRANSFERS (85,167) (520,864) 203,974 550,801 ---------- ---------- ---------------- --------- ----------- NET ADDITIONS 1,284,102 309,692 225,811 50,006 11,095,200 ---------- ---------- ---------------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS as of June 30, 1997 $3,520,182 $4,335,344 $225,811 $1,040,222 $24,175,956 ADDITIONS: Investment Income 648,925 37 40,196 86,793 338,502 Contributions by employer 1,347,078 Contributions by participants 1,277,371 2,122,432 462,542 3,283,408 Loan payments 48,118 64,522 6,141 (836,162) 213,726 Net appreciation in market value of investments 45,664 1,215,209 83,540 6,687,943 ---------- ---------- ---------------- --------- ----------- 2,020,078 3,402,200 592,419 (749,369) 11,870,657 DEDUCTIONS: Distributions to employer 373,175 Distributions to participants 448,728 637,135 162,625 79,570 2,286,070 Loan withdrawals 54,675 46,575 4,925 (1,051,233) 288,392 ---------- ---------- ---------------- --------- ----------- 503,403 683,710 167,550 (971,663) 2,947,637 INTERFUND TRANSFERS (378,779) (227,792) 366,846 1,751,711 ---------- ---------- ---------------- --------- ----------- NET ADDITIONS 1,137,896 2,490,698 791,715 222,294 10,674,731 ---------- ---------- ---------------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS as of June 30, 1998 $4,658,078 $6,826,042 $1,017,526 $1,262,516 $34,850,687 ---------- ---------- ---------------- --------- ----------- ---------- ---------- ---------------- --------- -----------
4 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 1998 AND 1997 A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Investments are stated at market value using quoted market values. Promissory notes from participants are stated at the outstanding principal balance. The financial statements have been prepared on the accrual basis of accounting. All security transactions are recorded on their trade date. Participants have control over the allocation of their account balances among each of the eight Putnam Funds. However, because Analysts International Corporation (AiC) designates the investment option for the employer matching contributions in the AiC Common Stock Fund, participants do not have complete control of their assets invested in this fund. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. B. THE PLAN: The Plan was established January 1, 1985 under Section 401(k) of the Internal Revenue Code for the purpose of providing retirement and other benefits to eligible participants. An employee of AiC becomes eligible for the Plan upon commencement of active service. The Plan is funded primarily by employee contributions. Eligible employees may contribute up to 15% of their gross annual wages for pre-tax saving contributions. In addition, the Plan allows rollover contributions from certain qualified retirement plans. Plan participants may choose to have their share of the Plan funds invested in one or more of eight investment funds offered by the Putnam Companies and/or the AiC Common Stock Fund. The eight Putnam funds include the Putnam Money Market Fund, the Putnam U.S. Government Income Trust, the Putnam High Yield Trust, the Putnam Fund for Growth and Income, the Putnam Voyager Fund, the Putnam Global Growth Fund, the Putnam OTC Emerging Growth Fund and the Putnam International Growth Fund. A participant's account (consisting of employee contributions and investment income) is fully vested. 5 Participant loans are made in compliance with federal regulations in effect at the time of the loan. Participant loans outstanding, included in investments, amounted to $1,262,516 at June 30, 1998 and $1,040,222 at June 30, 1997. The Plan provides for employer matching contributions where the employer matches 18% of the employee's pre-tax saving contributions, provided the employee has been employed by the employer for one year or more and is not a highly compensated employee as defined by federal tax laws. The employer matching contributions are invested in the AiC Common Stock Fund. A participant's interest in the employer matching contribution vests at the rate of 20% per year after three years of service with 100% vesting after seven years. Any nonvested portion of employer matching contributions to the accounts of participants who withdraw from the Plan are forfeited and used by the employer to reduce future matching contributions. Although the Company has not expressed an intent to discontinue the Plan, it may do so at any time, subject to provisions set forth in the Employee Retirement Income Security Act of 1974. If the Plan is terminated, no further contributions will be made. The trustee will continue to hold the funds and make distributions as if the Plan had not terminated. C. TRUSTEE AND ADMINISTRATION OF THE PLAN: Putnam Fiduciary Trust Company has been designated as trustee. Investments of the Plan are held by Putnam Investor Services, Inc. on behalf of the trustee. The Company has established a Savings and Investment Plan Committee for the general administration of the Plan. The Company pays the trustee fees on behalf of the Plan. D. INTERNAL REVENUE SERVICE STATUS: The IRS has issued determinations that the Plan, as originally adopted January 1, 1985, and as amended through January 17, 1994, is a qualified plan for tax purposes under Sections 401(a) and 401(k) of the Internal Revenue Code, and that the trust established in connection therewith is exempt from income tax under Section 501(a) of the Code. The Company believes the Plan as presently constituted and operated continues to meet the requirements of Sections 401(a) and 401(k) of the Code and that the related trust is exempt from income tax under Section 501(a) of the Code. 6 E. INVESTMENTS:
Year Ended June 30 --------------------------- Investments at market value: 1998 1997 -------------- ----------- Putnam Money Market Fund $ 3,828,111 $ 3,757,454 Putnam U.S. Government Income Trust 3,298,529 3,006,268 Putnam High Yield Trust 5,168,028 4,491,205 Putnam Fund for Growth and Income 19,887,665 15,934,409 Putnam Voyager Fund 23,922,073 17,108,711 Putnam Global Growth Fund 4,658,078 3,520,182 Putnam OTC Emerging Growth Fund 6,826,042 4,335,344 Putnam International Growth Fund 1,017,526 225,811 AiC Common Stock Fund 34,850,687 24,175,956 -------------- ----------- 103,456,739 76,555,340 Promissory notes from participants 1,262,516 1,040,222 -------------- ----------- $104,719,255 $77,595,562 -------------- ----------- -------------- -----------
F. BENEFITS PAYABLE: As of June 30, 1998 and 1997, net assets available for plan benefits included benefits of $1,014,081 and $781,410 respectively, due to participants who have withdrawn from participation in the plan. These amounts will be reported in items 31 and 32 of the plan's annual report on Form 5500 when filed. 7 SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO THE REQUIREMENTS OF FORM 5500 8 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN SCHEDULE I ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT JUNE 30, 1998
Number of Fair Shares Cost Value ------------ ------------ ------------ MUTUAL FUNDS: Putnam Money Market Fund * 3,828,111 $ 3,828,111 $ 3,828,111 Putnam U.S. Government Income Trust * 251,796 3,451,115 3,298,529 Putnam High Yield Trust * 400,933 5,198,179 5,168,028 Putnam Fund for Growth and Income * 937,213 14,390,705 19,887,665 Putnam Voyager Fund * 1,075,149 12,815,240 23,922,073 Putnam Global Growth Fund * 388,497 3,959,783 4,658,078 Putnam OTC Emerging Growth Fund * 362,894 5,242,301 6,826,042 Putnam International Growth Fund * 50,876 924,070 1,017,526 AiC COMMON STOCK FUND * 1,228,218 11,178,645 34,850,687 PROMISSORY NOTES FROM PARTICIPANTS 1,262,516 1,262,516 Interest rates ranging from 6.75% to 9.00% ----------- ------------ with maturity dates through June, 2001 $62,250,665 $104,719,255 ----------- ------------ ----------- ------------
* Known to be a party in interest. 9 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN SCHEDULE II ITEM 27D SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1998
Current Value Identity of Description of Purchase Selling Cost of of Assets on Net Gain Party Involved Transaction Price Price Asset Transaction Date (Loss) - -------------- --------------- --------------- ----------- -------------- ------------------- ----------- Putnam Fiduciary Purchases Of $ 6,934,424 $ 6,934,424 $ 6,934,424 Trust Company* AiC Stock Putnam Daily Purchases 1,054,090 1,054,090 1,054,090 Dividend Trust* Putnam U.S. Gov. Purchases 856,328 856,328 856,328 Income Trust* Putnam High Purchases 1,317,272 1,317,272 1,317,272 Yield Trust* Putnam Fund for Purchases 5,461,466 5,461,466 5,461,466 Growth & Income* Putnam Voyager Purchases 4,559,527 4,559,527 4,559,527 Fund* Putnam Global Growth Purchases 1,974,414 1,974,414 1,974,414 Fund* Putnam OTC Emerging Purchases 2,186,991 2,186,991 2,186,991 Growth Fund* Putnam International Purchases 875,726 875,726 875,726 Growth Fund* Putnam Fiduciary Sales of AiC $ 2,947,637 2,154,484 2,947,637 $ 793,153 Trust Company* Stock Putnam Daily Sales 983,434 983,434 983,434 0 Income Trust* Putnam U.S. Gov. Sales 617,908 611,791 617,908 6,117 Income Trust* Putnam High Sales 704,019 688,268 704,019 15,751 Yield Trust* Putnam Fund for Sales 2,120,603 2,078,683 2,120,603 41,920 Growth & Income* Putnam Voyager Sales 2,154,376 1,955,885 2,154,376 198,491 Fund* Putnam Global Growth Fund* Sales 882,182 939,815 882,182 (57,633) Putnam OTC Emerging Sales 911,501 823,943 911,501 87,558 Growth Fund* Putnam International Sales 167,550 160,945 167,550 6,605 Growth Fund*
NOTE: There were no lease rentals or expenses incurred with transactions. * Known to be a party in interest. 10 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. Date: September 25, 1998 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN By /s/ Thomas R. Mahler -------------------------------------- THOMAS R. MAHLER, member of the Plan Committee EXHIBIT INDEX No. Exhibit Page No. 24. Independent Auditor's Consent EX-24 2 EXHIBIT 24 Exhibit 24 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-19180 of Analysts International Corporation on Form S-8 of our report on the financial statements of the Analysts International Corporation Savings and Investment Plan, dated August 21, 1998, appearing in this Annual Report on Form 11K filed under cover of Form 10-K/A of Analysts International Corporation for the year ended June 30, 1998. /s/ Deloitte & Touche LLP Minneapolis, Minnesota September 25, 1998 -----END PRIVACY-ENHANCED MESSAGE-----