0000751085-15-000040.txt : 20150625 0000751085-15-000040.hdr.sgml : 20150625 20150625123036 ACCESSION NUMBER: 0000751085-15-000040 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141231 FILED AS OF DATE: 20150625 DATE AS OF CHANGE: 20150625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGNETEK, INC. CENTRAL INDEX KEY: 0000751085 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 953917584 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10233 FILM NUMBER: 15951167 BUSINESS ADDRESS: STREET 1: N49 W13650 CAMPBELL DRIVE CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 BUSINESS PHONE: 262-783-3500 MAIL ADDRESS: STREET 1: N49 W13650 CAMPBELL DRIVE CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 FORMER COMPANY: FORMER CONFORMED NAME: MAGNETEK INC DATE OF NAME CHANGE: 19920703 11-K 1 mag201411k0625.htm MAGNETEK INC 11-K MAG 2014 11K 0625

 


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
 
(Mark One):
 
ý   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the fiscal year ended December 31, 2014
 
OR
 
¨   TRANSITION REPORT PURSUANT TO 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the transition period from                      to                     
 
Commission file number   1-10233
 
A.                                    Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
MAGNETEK FLEXCARE PLUS RETIREMENT SAVINGS PLAN
 
B.                                    Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
MAGNETEK, INC.
N49 W13650 Campbell Drive
Menomonee Falls, Wisconsin  53051
(Address of principal executive offices)
(262) 783-3500
(Registrant’s telephone number, including area code)

 







Magnetek FlexCare Plus Retirement Savings Plan

Audited Financial Statements and Supplemental Schedule

Contents





*
Other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Savings Plan Committee and the Participants
of Magnetek FlexCare Plus Retirement Savings Plan

We have audited the accompanying statements of net assets available for benefits of Magnetek FlexCare Plus Retirement Savings Plan (the Plan) as of December 31, 2014 and 2013, and the related statements of changes in net assets available for 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 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. Our audits included consideration of 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 also 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 Magnetek FlexCare Plus Retirement Savings Plan as of December 31, 2014 and 2013 and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying Schedule H, Part IV, Line 4i - Schedule of Assets Held at End of Year as of December 31, 2014 has been subjected to audit procedures performed in conjunction with the audit of the Magnetek FlexCare Plus Retirement Savings Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental 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 information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the 2014 supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.


Baker Tilly Virchow Krause, LLP
Milwaukee, Wisconsin
June 25, 2015


1


Magnetek FlexCare Plus Retirement Savings Plan
Statements of Net Assets Available for Benefits
As of December 31, 2014 and 2013
 
 
 
 
 
2014
 
2013
Assets
 
 
 
Investments - at fair value
$
40,215,841

 
$
40,040,472

Notes receivable from participants
277,271

 
267,420

Net assets available for benefits, at fair value
40,493,112

 
40,307,892

 
 
 
 
Adjustments from fair value to contract value for
 
 
 
fully benefit-responsive investment contracts (Note 2)
(179,626
)
 
(66,428
)
 
 
 
 
Net assets available for benefits
$
40,313,486

 
$
40,241,464


















                                        









See accompanying notes to financial statements



2


Magnetek FlexCare Plus Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 2014 and 2013
 
 
 
 
 
2014
 
2013
 
 
 
 
Investment Income:
 
 
 
Interest and dividends
$
2,179,353

 
$
1,922,321

Net appreciation (depreciation) in fair value of investments
(54,012
)
 
3,020,196

Net investment income
2,125,341

 
4,942,517

 
 
 
 
Interest on notes receivable from participants
10,566

 
12,899

 
 
 
 
Contributions:
 
 
 
Participant
1,349,892

 
1,329,046

Company
424,187

 
416,068

Other-Rollovers
95,048

 
241,028

Total contributions
1,869,127

 
1,986,142

 
 
 
 
Deductions:
 
 
 
Benefits paid to participants
3,859,179

 
3,033,343

Administrative expenses
73,833

 
67,566

Total deductions
3,933,012

 
3,100,909

 
 
 
 
Net increase
72,022

 
3,840,649

 
 
 
 
Net assets available for benefits:
 
 
 
Beginning of year
40,241,464

 
36,400,815

End of year
$
40,313,486

 
$
40,241,464












See accompanying notes to financial statements




3







Magnetek FlexCare Plus Retirement Savings Plan
Notes to Financial Statements
As of and for the Years Ended December 31, 2014 and 2013


1. Description of the Plan
 
The following description of the Magnetek FlexCare Plus Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description and plan document for a more complete description of the Plan’s provisions.
 
General
 
The Plan is a defined contribution plan covering all eligible employees of Magnetek, Inc. (the “Company”). The Plan is subject to Section 401(k) of the Internal Revenue Code (the Code) and the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
 
Participation
 
The Plan allows newly hired eligible employees to participate on the first day of the pay period subsequent to performance of one hour of service for the Company. Newly hired employees are automatically enrolled in the Plan; however, no eligible employee shall be automatically enrolled until the eligible employee has received notice of the procedure for making contribution elections and has been given a reasonable period in which to make an election.
 
Contributions
 
Each year, participants may contribute between 1% and 75% of eligible pre-tax annual compensation, subject to statutory limits, on a before-tax basis, a Roth 401(k) basis, or in any combination thereof. Participants may also contribute between 1% and 10% of eligible after-tax annual compensation as a supplemental contribution, as defined in the plan document. Total before-tax, Roth 401(k), and after-tax contributions may not exceed 75% of eligible compensation. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.
 
Under current Plan provisions, the Company has historically contributed 50% of the first 6% of the participant’s basic contributions as a matching contribution. Additional amounts may be contributed at the option of the Company’s Board of Directors.  

After receiving proper notification, automatically enrolled eligible employees begin making before-tax contributions to the Plan in an amount of 3% of their pay. If an automatically enrolled employee does not wish to participate in the Plan, the employee may disenroll electronically, making such an election with Empower Retirement, a division of Great-West Life & Annuity Insurance Company (Great-West), the Recordkeeper.
 
Participants have the ability under the Plan to direct their contributions into a number of investment options offered by the Plan.  Participants may also choose an investment advisor option wherein ProManage, Inc. (ProManage) directs the allocation of the balance in the individual participant’s account among the various investment options offered by the Plan.  Participants can opt out of the ProManage program or change their investment options at any time through the Recordkeeper.


4


Participant Accounts
 
Each participant’s account is credited with the participant’s contributions and allocations of the Company’s contributions and Plan investment results, and is charged with an allocation of administrative fees. 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.

Vesting
 
Participants are immediately vested in their contributions plus actual earnings thereon.
 
Vesting in the Company contribution portion of their accounts plus actual earnings thereon is based on completed years of service as follows:

 
Years of Service
 
Vested
Percentage
 
 
 
Less than one year
 
0%
One
 
20%
Two
 
40%
Three
 
60%
Four
 
80%
Five or more years
 
100%
 

All employees are fully vested upon attaining age 65, death or disability, or upon the termination or discontinuation of the Plan.

Forfeitures
 
Forfeited balances of terminated participants’ nonvested accounts are used to restore accounts for employees who are rehired, to pay Plan fees and expenses or to decrease Company contributions, if any. Forfeited nonvested accounts totaled approximately $17,000 and $1,000 as of December 31, 2014, and 2013, respectively. For the years ended December 31, 2014 and 2013, forfeited nonvested accounts totaling approximately $39,000 and $45,000, respectively, were used to reduce Company contributions.

Payment of Benefits
 
Following termination of service, if the participant’s vested account balance is less than $1,000, the participant must take a lump-sum distribution of their vested account balance. Otherwise, the participant may elect to receive a distribution of their vested account balance at any time.
 
Participants may withdraw all or part of their after-tax contributions or earnings thereon only once in any 12-month period. In the event of financial hardship, there are provisions in the Plan, subject to limitations, which will permit an active participant to withdraw before-tax contributions and related earnings.

If a participant’s employment is terminated due to death, disability or retirement, the participant or his or her beneficiary is entitled to a distribution of the entire balance in his or her account.
 
If a participant’s employment is terminated for a reason other than those stated above, the participant forfeits the nonvested portion of the Company contributions of his or her account.

5



Notes Receivable from Participants
 
Participants may borrow from their fund accounts a minimum of $250 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balances. Loan repayment terms may be for a period not to exceed five years. The loans are secured by the balance in the participant’s account and bear interest at the prime rate published in the Wall Street Journal at the time the loan is processed, plus 1%. A participant may have only one outstanding loan at any given time. Principal and interest are paid ratably through payroll deductions.
 
Administrative Expenses
 
The Plan pays administrative fees to the JPMorgan Chase Bank, the Trustee, and the Recordkeeper. Other administrative expenses, such as legal and accounting expenses, are paid by the Company.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the plan document to terminate the Plan at any time subject to the provisions of ERISA. In the event the Plan is terminated, participants will become fully vested in their accounts.
 
2. Summary of Significant Accounting Policies
 
Basis of Accounting
 
The accompanying financial statements have been prepared on the accrual basis of accounting.
 
Investment Valuation and Income Recognition
 
The Plan’s investments are reported at fair value. The Plan invested in the MetLife Stable Value Fund and the JPMorgan Stable Value Fund (collectively, the Stable Value Funds) at December 31, 2014 and 2013, respectively. The Stable Value Funds are common collective trust funds and consist of benefit-responsive investment contracts. Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Contract value represents contributions made under the contract, plus earnings (accrued interest), less participant withdrawals and administrative expenses. The Statements of Net Assets Available for Benefits present the fair value of the investment in the Stable Value Funds as well as the adjustment from fair value to contract value relating to the investment contracts. The statements of changes in net assets available for benefits are presented on a contract value basis.

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. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.



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 value 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 statements of net assets available for benefits.

6



Notes Receivable from Participants

Notes receivable from participants are stated at their unpaid principal balance plus any accrued but unpaid interest which approximates fair value. Interest is recorded on the accrual basis. No allowance for credit losses has been recorded as of December 31, 2014 and 2013.

Payment of Benefits
 
Benefits are recorded when paid. There were no benefit payments requested and unprocessed as of December 31, 2014 and 2013.

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 that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Subsequent Events
 
Management has evaluated the impact of all subsequent events through June 25, 2015, the date the Plan’s financial statements were issued, and determined that all subsequent events have been appropriately recognized and disclosed in the accompanying financial statements.

Recent Accounting Pronouncements

In May 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-07, Fair Value Measurement Topic 820: Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share or Its Equivalent (ASU-2015-07). ASU 2015-07 removes the requirement to include investments in the fair value hierarchy for which fair value is measured using the net asset value per share practical expedient under Accounting Standards Codification Topic 820 (ASC 820). ASU-2015-07 is effective for the Plan for years beginning after December 15, 2016, with early adoption permitted. Management is currently evaluating the impact of the pending adoption of ASU 2015-07 on the Plan’s financial statements.























7


3. Investments

Investments that represent 5% or more of fair value of the Plan’s net assets are as follows:

 
December 31,
 
2014
 
2013
PIMCO Total Return Fund
$
8,480,696

 
$
6,898,187

MetLife Stable Value Fund
6,079,171

 

JPMorgan Equity Index Select Fund
5,385,457

 
5,704,290

First Eagle Funds - Overseas Fund
3,227,916

 
3,079,848

American Century Heritage Fund
3,052,269

 
3,111,255

American Century Small Cap Value Fund
2,895,479

 
3,005,064

MFS Value R4 Fund
2,725,008

 
2,887,195

Harbor International Fund
2,648,998

 
3,474,797

JPMorgan Stable Value Fund

 
6,239,241


The Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in value as follows:

 
Years ended December 31,
 
2014
 
2013
Mutual funds
$
(495,451
)
 
$
2,623,026

Common collective trust
140,357

 
119,288

Magnetek, Inc. common stock
301,082

 
277,882

    Total appreciation (depreciation) in fair value of Plan investments
$
(54,012
)
 
$
3,020,196


The Stable Value Funds invest in a variety of investment contracts such as guaranteed investment contracts (GICs) issued by insurance companies and other financial institutions, other investment products (synthetic GICs and collective investment trusts) with similar characteristics, US treasury securities and cash and cash equivalents. The Stable Value Funds investment contracts provide that the Plan may make withdrawals at contract value for benefit-responsive requirements. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment in the Stable Value Funds at contract value.

Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (i) amendments to the plan documents (including complete or partial Plan termination or merger with another plan); (ii) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions; (iii) bankruptcy of the plan sponsor or other plan sponsor events (e.g., divestitures or spin-offs of the trust to qualify for exemption from U.S. Federal income taxes or any required prohibited transaction exemption under ERISA). The plan administrator does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is probable.

The average yield earned by the Stable Value Funds for all fully benefit-responsive investment contracts as of December 31, 2014 and 2013 is presented in the following table, and is included in the net appreciation in fair value of investments in the statements of changes in net assets available for plan benefits.


8


 
JP Morgan
 
MetLife
 
 
 
2014
 
2013
 
 
2014
 
2013
 
Weighted average yield earned
 
0.79
%
 
1.56
%
 
 
5.55
%
 
N/A
 
Weighted average yield credited to participant accounts
 
2.05
%
 
2.52
%
 
 
3.01
%
 
N/A
 

4. Fair Value Measurements
ASC 820 establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).


The three levels of the fair value hierarchy under ASC Topic 820 are described below:
Level 1
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2
Inputs to the valuation methodology include:
Quoted prices for similar assets or liabilities in active markets;

Quoted prices for identical or similar assets or liabilities in inactive markets;

Inputs other than quoted prices that are observable for the asset or liability; and

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

There have been no changes in the methodologies used during the years ended December 31, 2014 and 2013. The valuation methodologies used for the Plan’s investments measured at fair value are as follows:
Magnetek, Inc. common stock: Valued at the closing price reported on the active market on which the individual securities are traded.
Mutual funds: Valued at daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the SEC. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Common collective trust fund (JPMorgan Stable Value Fund): Valued at fair value, based on information provided by the issuer of the common collective trust fund, by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the credit-worthiness of the issuer of the specific

9


instruments held by the fund at year end. The investment objective of the fund is to seek to provide capital preservation, liquidity, and current income at levels that are typically higher than those provided by money market funds. The fund provides liquidity on the first business day of each calendar quarter; therefore, the redemption frequency is quarterly for the participant with no redemption notice period. The fund does not have any unfunded commitments.
Common collective trust fund (MetLife Stable Value Fund): Units of each share class of the MetLife Stable Value Fund are valued each day on which the New York Stock Exchange (NYSE) is open for trading in accordance with the valuation procedures of the fund’s trustee. The NAV per unit is calculated as of the close of trading on the NYSE. The NAV per unit is computed by dividing the total assets of the fund, less its liabilities, by the total number of units outstanding at the time of such computation. Investment income earned is reinvested in the fund and included in the determination of fair values. The investment objective is safety and preservation of principal and accumulated interest for participant-initiated transactions. The interest credited to the balances in the fund will reflect both the current market conditions and the performance of the underlying investments in the fund. The fund sells new units and repurchases outstanding units on a daily basis. Unit purchases and redemptions are transacted at the NAV per share class determined as of the close of business each day. The fund does not have any unfunded commitments.




































10


The following tables set forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2014 and 2013:
Investments at Fair Value as of December 31, 2014
 
Level 1
 
Level 2
 
Level 3
 
Total
Magnetek, Inc. common stock
$
563,907

 
$

 
$

 
$
563,907

Mutual Funds:
 
 
 
 
 
 
 
     Fixed Income
10,315,466

 

 

 
10,315,466

     International Equity
7,812,334

 

 

 
7,812,334

     Small Cap Value Equity
2,895,479

 

 

 
2,895,479

     Mid Cap Growth Equity
3,052,269

 

 

 
3,052,269

     Mid Cap Blend Equity
674,333

 

 

 
674,333

     Large Cap Blend Equity
5,385,457

 

 

 
5,385,457

     Large Cap Growth Equity
712,417

 

 

 
712,417

     Large Cap Value Equity
2,725,008

 

 

 
2,725,008

Common collective trust fund

 
6,079,171

 

 
6,079,171

  Total investments - at fair value
$
34,136,670

 
$
6,079,171

 
$

 
$
40,215,841

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at Fair Value as of December 31, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
Magnetek, Inc. common stock
$
505,682

 
$

 
$

 
$
505,682

Mutual Funds:
 
 
 
 
 
 
 
     Fixed Income
9,377,924

 

 

 
9,377,924

     International Equity
8,281,983

 

 

 
8,281,983

     Small Cap Value Equity
3,005,064

 

 

 
3,005,064

     Mid Cap Growth Equity
3,111,255

 

 

 
3,111,255

     Mid Cap Blend Equity
437,512

 

 

 
437,512

     Large Cap Blend Equity
5,704,290

 

 

 
5,704,290

     Large Cap Growth Equity
490,326

 

 

 
490,326

     Large Cap Value Equity
2,887,195

 

 

 
2,887,195

Common collective trust fund

 
6,239,241

 

 
6,239,241

  Total investments - at fair value
$
33,801,231

 
$
6,239,241

 
$

 
$
40,040,472



5. Income Tax Status
 
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated June 15, 2010, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan has been amended since receiving the determination letter. However, the plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

Accounting principles generally accepted in the United States of America require the Plan’s management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized

11


when the position is more likely than not, based on the technical merits to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2014 and 2013, there were no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes the Plan is no longer subject to income tax examinations for tax returns filed prior to 2011.
 
6. Transactions with Parties in Interest
 
JPMorgan Retirement Plan Services (JPMorgan RPS), an agent of JPMorgan Chase Bank, was the depository for the Plan’s assets through August 31, 2014, and invested funds in accordance with the Trust Agreement. On September 1, 2014, Great-West completed its acquisition of the large-market recordkeeping business of JPMorgan RPS, and became the successor organization to JPMorgan RPS. On January 1, 2015, Great-West changed their name to Empower Retirement.

The plan administrator is the Magnetek, Inc. Savings Plan Committee. Transactions with parties in interest include purchases and sales of assets through the Trustee, the Plan’s investment in Magnetek, Inc. common stock, contributions from the Company, and fees paid to the Trustee. Fees incurred by the Plan for investment management services performed by the Trustee are included in net appreciation (depreciation) in fair value of the investment, as they are paid through revenue sharing, rather than a direct payment.
At December 31, 2014 and 2013, the Plan held 13,872 and 21,141 shares, respectively, of common stock of Magnetek, Inc., the sponsoring employer, with a cost basis of $399,909 and $553,867, respectively, and a fair value of $563,907 and $505,682, respectively.

7. Reconciliation of Financial Statements to Form 5500

Reconciliation of net assets available for benefits reported in the financial statements to the net assets reported on Form 5500 Schedule H, Part I is presented below:

 
December 31,
 
December 31,
 
2014
 
2013
Net assets available for benefits as reported
 
 
 
   in the financial statements
$
40,313,486

 
$
40,241,464

 
 
 
 
Adjustment from contract value to fair value for investment
 
 
 
   relating to fully benefit-responsive investment contracts
179,626

 
66,428

 
 
 
 
Net assets as reported on Form 5500
$
40,493,112

 
$
40,307,892






12


Reconciliation of net increase in plan assets reported in the financial statements to the net income reported on Form 5500 Schedule H, Part II is presented below:

 
Year Ended
 
December 31,
 
2014
Net increase in Plan assets as reported in the financial statements
$
72,022

 
 
Adjustment from contract value to fair value for investment
 
   relating to fully benefit-responsive investment contracts
113,198

 
 
Net income as reported on Form 5500
$
185,220


8. Subsequent Events

In May 2015, the Company engaged Milliman, Inc. to provide all record keeping services of the Plan, effective August 15, 2015.


13





Supplemental Schedule


































Magnetek FlexCare Plus Retirement Savings Plan
 
EIN:  95-3917584   Plan:  003
 
Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)
 
As of December 31, 2014


 
 
 
Description of Investment, Including
 
 
Identity of Issue, Borrower,
 
Maturity Date, Rate of Interest,
 
Current
Lessor or Similar Party
 
Collateral, Par or Maturity Value
 
Value
 
 
 
 
 
 
 
PIMCO
 
Total Return Fund
 
$
8,480,696

 
MetLife
 
MetLife Stable Value Fund
 
6,079,171

*
JPMorgan Chase
 
Equity Index Select Fund
 
5,385,457

 
First Eagle Funds
 
Overseas Fund
 
3,227,916

 
American Century Investments
 
Heritage Fund
 
3,052,269

 
American Century Investments
 
Small Cap Value Fund
 
2,895,479

 
MFS Investment Management
 
Value R4 Fund
 
2,725,008

 
Harbor Funds
 
International Administrative Fund
 
2,648,998

*
JPMorgan Chase
 
Emerging Market Equity Fund
 
1,935,420

 
Franklin Templeton Investments
 
Franklin High Income Advisers
 
840,100

 
Harbor Funds
 
Capital Appreciation Administrative Fund
 
712,417

 
Cohen & Steers Funds
 
Realty Shares
 
674,333

*
Magnetek, Inc.
 
Common Stock
 
563,907

 
American Century Investments
 
Inflation Protected Bond Fund
 
547,043

 
Franklin Templeton Investments
 
Global Bond Fund
 
447,627

*
Various
 
Notes receivable from participants:
 
 
 
 
 
     interest rates of 4.25%, due 2015 to 2019
 
277,271

 
Total assets (held at end of year)
 
$
40,493,112


 
*Party-in-interest as defined by ERISA.

13



SIGNATURE
 
The Plan.  Pursuant to the requirements of the Securities and Exchange Act of 1934, the Plan Administrative Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized:

 
 
MAGNETEK FLEXCARE PLUS RETIREMENT SAVINGS PLAN
 
 
 
 
By:
/s/ MARTY J. SCHWENNER
 
 
VICE-PRESIDENT & CHIEF FINANCIAL OFFICER
 
Date: June 25, 2015
 

 

14






Exhibit Filed
 
Exhibit No.
 
Description
 
 
 
23.1
 
Consent of Independent Registered Public Accounting Firm – Baker Tilly Virchow Krause, LLP


 




15
EX-23.1 2 mag201411kex2310625.htm EXHIBIT 23.1 MAG 2014 11K EX23.1 0625



Exhibit 23.1




CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We consent to the incorporation by reference in the Registration Statement on Form S‑8 (File No. 33‑33887) of Magnetek, Inc. of our report dated June 25, 2015, relating to the financial statements and supplemental schedule of Magnetek FlexCare Plus Retirement Savings Plan, which appears in this Form 11‑K.


Baker Tilly Virchow Krause, LLP
Milwaukee, Wisconsin
June 25, 2015