11-K 1 d14317ae11vk.htm FORM 11-K e11vk
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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 June 30, 2003

Commission File Number 0-18927

TANDY BRANDS ACCESSORIES, INC.

EMPLOYEES INVESTMENT PLAN

(full title of Plan)

TANDY BRANDS ACCESSORIES, INC.
690 East Lamar Blvd., Suite 200
Arlington, Texas 76011

(Name of issuer of the securities held pursuant to the Plan and
address of its principal executive office.)



 


CONTENTS

     
NOTE:
  All other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted since they are either not applicable or the information required therein has not been included in the financial statements or notes thereto.

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REPORT OF INDEPENDENT AUDITORS

To the Administrative Committee and Participants of
Tandy Brands Accessories, Inc. Employees Investment Plan

We have audited the accompanying statements of net assets available for benefits of the Tandy Brands Accessories, Inc. Employees Investment Plan as of June 30, 2003 and 2002 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 auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Tandy Brands Accessories, Inc. Employees Investment Plan as of June 30, 2003 and 2002, and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Fort Worth, Texas
March 18, 2004

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TANDY BRANDS ACCESSORIES, INC. EMPLOYEES INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                 
    June 30,
    2003
  2002
Assets
               
Investments, at fair value:
               
Shares of registered investment companies:
               
Mutual funds
  $ 4,081,126     $ 730  
Common and collective trust
    151,948        
Tandy Brands Accessories, Inc. common stock
    10,197,900       9,967,146  
Participant loans
    27,409       21,022  
 
   
 
     
 
 
Total investments
    14,458,383       9,988,898  
Receivables:
               
Employee contributions
    28,629       28,825  
Employer contributions
    21,795       21,134  
Accrued interest receivable
    1,610        
 
   
 
     
 
 
Total receivables
    52,034       49,959  
Cash and cash equivalents
          2,618,850  
 
   
 
     
 
 
Total assets
    14,510,417       12,657,707  
Liabilities
               
Accounts payable
    3,728        
Excess contributions payable
          79,628  
 
   
 
     
 
 
Total liabilities
    3,728       79,628  
 
   
 
     
 
 
Net Assets Available for Benefits
  $ 14,506,689     $ 12,578,079  
 
   
 
     
 
 

See accompanying notes to the Financial Statements.

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TANDY BRANDS ACCESSORIES, INC. EMPLOYEES INVESTMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                 
    Year Ended June 30,
    2003
  2002
Additions to Net Assets
               
Investment income:
               
Net realized and unrealized gains on investments
  $ 410,802     $ 4,683,505  
Interest and dividends
    42,218       29,505  
 
   
 
     
 
 
Total investment income
    453,020       4,713,010  
Contributions:
               
Employee
    942,520       954,094  
Employer
    800,206       680,855  
Rollover
    167,998       7,681  
 
   
 
     
 
 
Total contributions
    1,910,724       1,642,630  
 
   
 
     
 
 
Total additions
    2,363,744       6,355,640  
Deductions from Net Assets
               
Benefits paid to participants
    435,134       292,771  
Contribution refunds
          57,288  
 
   
 
     
 
 
Total deductions
    435,134       350,059  
 
   
 
     
 
 
Net increase in net assets available for benefits
    1,928,610       6,005,581  
Net assets available for benefits at beginning of year
    12,578,079       6,572,498  
 
   
 
     
 
 
Net assets available for benefits at end of year
  $ 14,506,689     $ 12,578,079  
 
   
 
     
 
 

See accompanying notes to the Financial Statements.

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TANDY BRANDS ACCESSORIES, INC. EMPLOYEES INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2003 and 2002

A. Description of the Plan

The following description of the Tandy Brands Accessories, Inc. Employees Investment Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General

Tandy Brands Accessories, Inc. (the “Company”) established the Plan effective as of January 1, 1991, as amended and restated effective July 1, 2000. The Plan is a defined contribution plan covering substantially all employees of the Company who have completed one year of service, of not less than 1,000 hours per year. The Plan is subject to Titles I and II of the Employee Retirement Income Security Act of 1974 (“ERISA”) relating to the protection of employee benefit rights, but is not subject to Title IV, relating to plan termination insurance coverage.

Effective September 28, 2001, the Plan sponsor changed from Morgan Stanley Dean Witter as trustee, custodian and record keeper and appointed ADP Retirement Services (“ADP”) as record keeper and State Street Bank and Trust (“State Street”) as trustee and custodian of the Plan. Effective July 1, 2002, the Plan sponsor changed from ADP as record keeper and State Street as trustee and custodian to Comerica Bank, N.A. (“Comerica”) as record keeper, trustee and custodian.

Contributions

Company contributions are discretionary based on eligible participants’ salary deferrals. The Plan provides for the Company to match participant contributions at 100% of the first 5% of the participant’s annual compensation as determined annually by the Company’s Board of Directors. Each participant may contribute, during the Plan year, from 1% to 10% of their compensation on a before tax basis, subject to Internal Revenue Service (“IRS”) limitations.

A participant is generally not subject to federal income tax on their deferrals, Company contributions or earnings thereon in the Plan, until withdrawal from the Plan.

Participant Accounts

The Plan adopted daily valuation as the method of valuing participant accounts. Each participant’s account is credited with the participant’s contributions and the allocation of the Company’s contributions and actual earnings thereon. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

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TANDY BRANDS ACCESSORIES, INC. EMPLOYEES INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

A. Description of the Plan - continued

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s matching contribution portion of their accounts plus actual earnings thereon is based on years of continuous service, as defined by the Plan. Generally, a participant is 100% vested upon completing three years of credited service. Following is the vesting schedule as it relates to the Plan:

         
    Vesting
Years of Service
  Percentage
Less than 1
    0 %
1
    33 %
2
    67 %
3
    100 %

A participant will be fully vested in all of their accounts under the Plan (including those accounts attributable to the Company’s contributions) upon reaching the Plan’s normal retirement age (age 65), their disability or death.

Loans

Participants may borrow from their account a minimum of $1,000 up to a maximum amount equal to the lesser of $50,000 or 50% of their account balance. Loan terms range up to 5 years (or longer for the purchase of a primary residence). 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 Plan as prime as published by the Wall Street Journal plus one percent. Principal and interest are paid ratably through payroll deductions. Effective September 28, 2001, the Plan Sponsor amended the Plan to temporarily suspend the loan provision, which was reinstated again, effective July 1, 2002.

Benefit Payments

On termination of service due to death or retirement, or in instances of disability, financial hardship or attainment of age 59-1/2, a participant may elect to receive: (a) a lump-sum payment in cash; (b) monthly installments over any designated period, not to exceed ten years; or, (c) a combination of a lump-sum payment in cash and Company stock. If withdrawing participants are not completely vested in their account balance, the subsequent forfeitures are available for reduction of Company contributions. Disbursements for benefits are recorded when paid.

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TANDY BRANDS ACCESSORIES, INC. EMPLOYEES INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

A. Description of Plan - continued

Forfeitures

Forfeited balances of terminated participants non-vested accounts are used (1) to restore the accounts of rehired participants who are re-employed prior to incurring a five year break in service and who are eligible for such restoration, as defined in the Plan and (2) to reduce future Company contributions. Approximately $6,000 and $3,000 of forfeitures were available and unused at June 30, 2003 and 2002, respectively.

Investment Options

A participant may direct employee contributions and employer-matching contributions to any of the fourteen available mutual funds, one common collective trust, or in Tandy Brands Accessories, Inc. common stock.

B. Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from these estimates.

Investment Valuation

The Plan’s investments are stated at fair value. 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. These investments are subject to market or credit risks customarily associated with debt and equity investments.

Participant loans are valued at the unpaid principal balance, which approximates fair value.

Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income.

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TANDY BRANDS ACCESSORIES, INC. EMPLOYEES INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

Investment Valuation - continued

The net realized and unrealized gains and losses on investments include realized gains and losses on sales of investments during the year and unrealized increases or decreases in the market value of investments held at year end.

Contributions

Contributions from the participants and the employer are accrued in the period in which they are deducted in accordance with salary deferral agreements and as they become obligations of the Company, as determined by the Plan’s administrator.

Payment of Benefits

Benefits are recorded when paid.

C. Investments

The following table presents the individual investments that exceeded 5% of the Plan’s net assets available for benefits at June 30,:

                 
    2003
  2002
Non-participant directed:
               
Tandy Brands Accessories, Inc. common stock (836,836 and 843,211 shares, respectively)**
  $ 10,042,032     $ 9,823,413  
Participant directed:
               
Tandy Brands Accessories, Inc. common stock (12,989 and 12,338 shares, respectively)
    155,868       143,733  
 
   
 
     
 
 
Total
  $ 10,197,900     $ 9,967,146  
 
   
 
     
 
 

**   All employee salary deferrals prior to the restatement of the Plan effective July 1, 2000, are required to remain invested in Company stock.

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TANDY BRANDS ACCESSORIES, INC. EMPLOYEES INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

C. Investments - continued

The changes in net assets available for benefits for the non-participant directed Company stock for the years ended June 30, are as follows:

                 
    Non-Participant Directed
    Company Stock
    2003
  2002
Additions to Net Assets
               
Investment income:
               
Net realized and unrealized gains on investments
  $ 480,501     $ 4,991,888  
Deductions from Net Assets
               
Benefits paid to participants
    261,882       170,456  
 
   
 
     
 
 
Net increase in net assets available for benefits
    218,619       4,821,432  
Net assets available for benefits at beginning of year
    9,823,413       5,001,981  
 
   
 
     
 
 
Net assets available for benefits at end of year
  $ 10,042,032     $ 9,823,413  
 
   
 
     
 
 

D. Tax Status

The IRS has determined and informed the Company by a letter dated January 21, 2003, that the Plan and related trust are designed in accordance with the applicable sections of the Internal Revenue Code (the “Code”). The Plan has been amended since receiving the determination letter, however, the Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, the Plan Administrator believes that the Plan was qualified and the related trust was tax-exempt as of June 30, 2003.

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 become 100% vested in their accounts.

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TANDY BRANDS ACCESSORIES, INC. EMPLOYEES INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

F. Administration of Plan Assets

Contributions are held and managed by the trustee, who invests cash and investment income received and makes distributions to participants.

Officers and employees of the Company perform certain administrative functions for the Plan with no compensation from the Plan. Administrative expenses related to the Plan are paid directly by the Company and are not reflected in the accompanying financial statements.

G. Benefits Payable

At June 30, 2003 there was approximately $70,000 due to participants who had elected to withdraw from the Plan and requested payment of benefits, but had not yet been paid. At June 30, 2002, there was no such benefit payable amount.

H. Contribution Refunds

For the year ended June 30, 2003 there were no excess contribution refunds. For the year ended June 30, 2002, the excess contribution refunds were approximately $57,000.

I. Plan Amendments

On August 14, 2001, the Plan sponsor approved amendments to the Plan effective September 28, 2001. Participants were no longer allowed to borrow against their account, and participants were no longer allowed to convert prior plan employee contributions invested solely in Company stock. Effective July 1, 2002, participant loans were reinstated into the Plan.

On April 23, 2002, the Plan’s sponsor approved Comerica as investment provider, record keeper and trustee, effective July 1, 2002.

The Plan was amended to reflect the tax laws collectively referred to as GUST, and to reflect provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”).

J. Concentration

Approximately 70% and 79% of the Plan’s assets are invested in Tandy Brands Accessories, Inc. common stock at June 30, 2003 and 2002, respectively.

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TANDY BRANDS ACCESSORIES, INC. EMPLOYEES INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

K. Subsequent Events

On July 1, 2003, the Plan’s sponsor approved the change in the Plan’s year end from June 30, to December 31. The Plan will report financial statements for the six months ended December 31, 2003 as a “short plan” year in accordance with the amendment to the Plan.

On July 1, 2003, the Plan’s sponsor approved the amendment regarding cash or accrued dividends on Tandy Brands Accessories, Inc. common stock in which the income attributable to the dividends shall be allocated to the participant’s individual account in the same manner as provided for in the Plan agreement.

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SUPPLEMENTAL SCHEDULE

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TANDY BRANDS ACCESSORIES, INC. EMPLOYEES INVESTMENT PLAN

SCHEDULE H, LINE 4i, SCHEDULE OF ASSETS (HELD AT END OF YEAR)

June 30, 2003

                                 
    EIN: 75-2349915                    
    Plan: 001                    
                            (e) Current
(a)
  (b) Identity of Issuer
  (c) Description of Investments
  (d) Cost
  Value
*
  Tandy Brands Accessories, Inc.   Common Stock (Non-Participant Directed)   $ 9,999,468     $ 10,042,032  
*
  Tandy Brands Accessories, Inc.   Common Stock (Participant Directed)           155,868  
 
  Van Kampen   Van Kampen Comstock           480,187  
 
  Van Kampen   Van Kampen - Emerging Growth           514,997  
 
  Dreyfus   Dreyfus Bond Market Index           319,059  
 
  Munder   Munder US Government Income Fund           250,034  
 
  Federated   Federated Capital Appreciation           347,791  
 
  Fidelity   Fidelity Small Cap           25,750  
 
  Fidelity   Fidelity Mid Cap           388,169  
 
  Franklin   Franklin Mutual Qualified           25,695  
 
  Janus   Janus Growth and Income           698,343  
 
  Neuberger   Neuberger Berman Genesis Trust           19,339  
 
  Putnam   Putnam Intl Equity Fund           316,219  
 
  Munder   Munder Index 500 Fund Class A           307,523  
 
  Van Kampen   Van Kampen Equity and Income           388,020  
 
  Van Kampen   Stable Value Fund           151,948  
*
  Participant Loans   Due 1 - 5 yrs.; 5.75% - 10.5%     -0-       27,409  
 
                           
 
 
 
                          $ 14,458,383  
 
                           
 
 

*   Indicates a party-in-interest to the Plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
 
TANDY BRANDS ACCESSORIES, INC.
 
EMPLOYEES INVESTMENT PLAN
 
 
 
/s/ J.S.B. Jenkins
 

 
J.S.B. Jenkins
 
Administrative Committee Member

Date: March 28, 2004

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CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation of our report dated March 18, 2004, accompanying the financial statements included in this annual report on Form 11-K, in the registration statement of Form S-8 (Registration No. 33-41262) pertaining to the Tandy Brands Accessories, Inc. Employees Investment Plan and the related prospectus.

Fort Worth, Texas
March 18, 2004

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