11-K 1 a2053561z11-k.txt 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K [ X ] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2000 ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN -------------------------------------------------------------- (Full title of the Plan) ZEBRA TECHNOLOGIES CORPORATION ------------------------------ (Exact name of issuer of securities pursuant to the Plan) DELAWARE 36-2675536 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 333 CORPORATE WOODS PARKWAY, VERNON HILLS, IL 60061 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (847) 634-6700 -------------- (Registrant's telephone number, including area code) INDEPENDENT AUDITORS' REPORT The Plan's Trustees Zebra Technologies Corporation Profit Sharing and Savings Plan: We have audited the accompanying statements of net assets available for benefits of the Zebra Technologies Corporation Profit Sharing and Savings Plan (the Plan) as of December 31, 2000 and 1999 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 Plan as of December 31, 2000 and 1999, 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. Our audit of the Plan's financial statements as of and for the year ended December 31, 2000 was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information included in schedule 1 is presented for the purpose of additional analysis and is not required as 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, 2000 and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP June 20, 2001 -1- ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2000 AND 1999
DECEMBER 31, DECEMBER 31, 2000 1999 ------------ ------------- ASSETS: Investments, at fair value $33,311,179 $27,945,668 Receivables Employer contributions 1,335,013 1,083,156 Employee contributions 116,127 45,222 ------------ ------------- Total receivables 1,451,140 1,128,378 ------------ ------------- Cash and cash equivalents 630 295 ------------ ------------- NET ASSETS AVAILABLE FOR BENEFITS $34,762,949 $29,074,341 ============ =============
See accompanying notes to financial statements. -2- ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2000 AND 1999
DECEMBER 31, DECEMBER 31, 2000 1999 ------------ ------------ Contributions: Participant $ 4,450,725 $ 2,328,060 Employer matching 1,127,540 650,511 Employer profit sharing 1,300,555 1,071,348 ------------ ------------ Total contributions 6,878,820 4,049,919 ------------ ------------ Distributions: Benefit payments 2,255,829 1,808,215 ------------ ------------ Total distributions 2,255,829 1,808,215 ------------ ------------ Earnings (losses): Interest income 154,527 83,760 Dividend income 2,508,214 1,565,262 Net appreciation (depreciation) in fair value of investments (6,168,497) 3,700,196 ------------ ------------ (3,505,756) 5,349,218 ------------ ------------ Other: Transfer from Eltron Plan 4,571,373 -- ------------ ------------ Net increase 5,688,608 7,590,922 ------------ ------------ Net assets available for benefits: Beginning of year 29,074,341 21,483,419 ------------ ------------ End of year $ 34,762,949 $ 29,074,341 ============ ============
See accompanying notes to financial statements. -3- ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements December 31, 2000 and 1999 (1) DESCRIPTION OF PLAN The following description of the Zebra Technologies Corporation Profit Sharing and 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. GENERAL The Plan is a defined contribution plan covering eligible employees of Zebra Technologies Corporation (the Company) subject to certain service requirements. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). In October 1998, the Company merged with Eltron International, Inc. Effective January 1, 2000, the plan assets of Eltron's profit sharing plan were merged into the Plan. CONTRIBUTIONS Participants may contribute 1% to 15% of eligible compensation on a pretax basis within certain specified limitations. The Plan permits discretionary contributions by the Company. During 2000 and 1999, the Company contributed approximately $1.3 million and $1.1 million, respectively, under the profit sharing provision of the Plan and approximately $1.1 million and $651,000, respectively, under the matching provision of the Plan. NUMBER OF PARTICIPANTS As of December 31, 2000, a total of 1,607 employees participated in the Plan. VESTING Participant contributions, and earnings thereon, vest immediately. Employer contributions, and earnings thereon, vest ratably over five years, as follows:
PERCENT VESTED ------------ Less than one year --% One year 20 Two years 40 Three years 60 Four years 80 Five years or more 100 ============
PAYMENT OF BENEFITS Benefits are recorded when paid. Payment of benefits is in the form of lump sum distributions. HARDSHIP/WITHDRAWALS Participants may withdraw funds from their savings contribution account after meeting certain criteria as defined in the Plan. The minimum hardship distribution is $1,000. LOANS TO PARTICIPANTS Loans are available to plan participants at the prime interest rate (as published by American National Bank of Chicago), under circumstances as described in the Plan. Loans to plan participants are secured by their vested balance and may not exceed the lesser of 50% of their vested balance or $50,000. TERMINATION OF THE PLAN The Company has not expressed any intent to terminate the Plan. It may do so at any time, however, subject to the provisions of ERISA. -4- ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements December 31, 2000 and 1999 (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements have been prepared on the accrual basis of accounting. INVESTMENTS The Plan adopted the American Institute of Certified Public Accountants' Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters (SOP 99-3) in 1999. Accordingly, the Plan's financial statements do not present information previously required to be disclosed about participant-directed fund investment programs. 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's common stock is valued at its quoted market price. Participant notes receivable are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. The cost of investments is determined on an average cost basis. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the Untied States of America 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 the financial statements and the reported amounts of changes in net assets during the reporting period. Actual results could differ from those estimates. BENEFITS Payments of benefits are recorded when paid. NEW ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS No. 133"). SFAS No. 133 requires an entity to recognize all derivatives and measure those instruments at fair value. SFAS No. 133 is effective for fiscal years beginning after June 15, 2000. Pursuant to SFAS No. 137, the Plan is required to adopt SFAS No. 133 effective January 1, 2001. Management has not yet determined the impact of SFAS No. 133 on the Plan financial statements. (3) FEDERAL INCOME TAXES The Plan has received a favorable determination letter from the Internal Revenue Service, dated August 17, 1993, indicating that it is qualified under Section 401(a) of the Internal Revenue Code and therefore, the related trust is exempt from tax under Section 501(a) of the Internal Revenue Code. The Plan's trustees are not aware of any activity or transactions that may adversely affect the qualified status of the Plan. (4) ADMINISTRATIVE EXPENSES Amounts forfeited by participants are used to offset administrative expenses of the Plan. To the extent administrative expenses exceed forfeitures, the Company pays such expenses. The Company paid expenses in the amount of $53,515 for the year ended December 31, 2000, and $31,547 for the year ended December 31, 1999. -5- ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements December 31, 2000 and 1999 (5) NET ASSETS AVAILABLE FOR PLAN BENEFITS Amounts as presented in the accompanying financial statements will differ from the amounts reported in Form 5500, because of benefits payable to terminated and retired participants. Amounts to be paid from net assets available for plan benefits to withdrawing participants totaled $24,735 and $23,487 at December 31, 2000 and 1999, respectively, and will be recorded as benefits payable on the Form 5500 but not on the accompanying financial statements. (6) INVESTMENTS The following table presents the fair value of individual investments that represent 5% or more of the Plan's net assets at December 31, 2000 and 1999:
2000 1999 ----------- ----------- AIM Value Fund $ 5,647,220 $ 5,181,265 Alex. Brown Money Market Fund 3,993,105 2,689,035 GAM International Fund 2,017,124 2,057,296 MAS Value Fund 3,825,181 2,828,723 Putnam New Opportunities Fund 7,332,956 8,137,933 Strong Government Securities Fund 2,916,976 2,922,656 ----------- ----------- $25,732,562 $23,816,908 =========== ===========
The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $6,168,497 in 2000 and appreciated in value by $3,700,196 in 1999, as follows:
2000 1999 ----------- ----------- Mutual funds $(5,586,490) $ 3,212,047 Common stock of Zebra Technologies Corporation (582,007) 488,149 ----------- ----------- $(6,168,497) $ 3,700,196 =========== ===========
(7) TRANSACTIONS WITH RELATED PARTIES The Zebra Stock Fund contained 38,688 shares of the Company's common stock at December 31, 2000 and 14,788 shares at December 31, 1999, with fair values of $1,578,470 and $865,098, respectively. -6- SCHEDULE 1 ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 2000
UNITS/NUMBER OF SHARES FAIR VALUE ------------- ---------------- DESCRIPTION AIM Balance Fund 55,540 $ 1,671,205 AIM Value Fund 451,417 5,647,220 Alex. Brown Money Market Fund 3,993,105 3,993,105 Fidelity Low Priced Fund 58,611 1,355,078 GAM International Fund 101,363 2,017,124 MAS Value Fund 258,983 3,825,181 Putnam New Opportunities Fund 125,093 7,332,956 Strong Government Securities Fund 275,446 2,916,976 Vanguard Index 500 Fund 13,787 1,680,097 Zebra Stock Fund* 38,688 1,578,470 Participant loans, 7 3/4%-9%, maturing January 2000 through September 2013 -- 1,293,767 ============= ---------------- NET ASSETS HELD FOR INVESTMENT PURPOSES $ 33,311,179 ================
*Denotes party-in-interest. See accompanying independent auditors' report. -7- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan's trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Zebra Technologies Corporation Profit Sharing and Savings Plan July 3, 2001 By: /s/ EDWARD KAPLAN --------------------------------- Edward Kaplan Plan Trustee -8-