0000950134-01-507764.txt : 20011101
0000950134-01-507764.hdr.sgml : 20011101
ACCESSION NUMBER: 0000950134-01-507764
CONFORMED SUBMISSION TYPE: 11-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20001231
FILED AS OF DATE: 20011031
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: VARI L CO INC
CENTRAL INDEX KEY: 0000917173
STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669]
IRS NUMBER: 060678347
STATE OF INCORPORATION: CO
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 11-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23866
FILM NUMBER: 1771031
BUSINESS ADDRESS:
STREET 1: 4895 PEORIA STREET
CITY: DENVER
STATE: CO
ZIP: 80239
BUSINESS PHONE: 3033711560
MAIL ADDRESS:
STREET 1: 11101 EAST 51ST AVENUE
CITY: DENVER
STATE: CO
ZIP: 80239
11-K
1
d91683e11-k.txt
FORM 11-K FOR FISCAL YEAR END DECEMBER 31, 2000
U.S. 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 fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________.
Commission File No. 0-23866
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
VARI-L COMPANY, INC. PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
VARI-L COMPANY, INC.
4895 Peoria Street
Denver, Colorado 80239
(303) 371-1560
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee
has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Vari-L Company, Inc. Profit Sharing Plan
Date: October 30, 2001 By: /s/ JOSEPH H. KISER
-----------------------------------------
Joseph H. Kiser, Trustee
2
VARI-L COMPANY, INC.
PROFIT SHARING PLAN
Financial Statements and Supplemental Schedules
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
3
VARI-L COMPANY, INC.
PROFIT SHARING PLAN
Table of Contents
PAGE
Independent Auditors' Report 5
Statements of Net Assets Available for Participant Benefits -
December 31, 2000 and 1999 6
Statements of Changes in Net Assets Available for Participant Benefits -
Years ended December 31, 2000 and 1999 7
Notes to Financial Statements 8
SUPPLEMENTAL SCHEDULES
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) -
December 31, 2000 13
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) -
December 31, 1999 14
4
INDEPENDENT AUDITORS' REPORT
The Plan Administrator
Vari-L Company, Inc. Profit Sharing Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Vari-L Company, Inc. Profit Sharing Plan (the Plan) as of
December 31, 2000 and 1999, 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 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 plan benefits of the Plan as
of December 31, 2000 and 1999, and the changes in net assets available for plan
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 schedules of assets
(held at end of year) as of December 31, 2000 and 1999 are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are 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 schedules
are the responsibility of the Plan's management. The supplemental schedules have
been subjected to the auditing procedures applied in the audits 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.
KPMG LLP
Denver, Colorado
October 10, 2001
5
VARI-L COMPANY, INC.
PROFIT SHARING PLAN
Statements of Net Assets Available for Participant Benefits
December 31, 2000 and 1999
ASSETS 2000 1999
----------- -----------
Cash $ 72 39
Investments at fair value:
Money market funds 700 800
Vari-L Company, Inc. common stock 175,761 4,013,210
----------- -----------
Total investments 176,461 4,014,010
Employer contribution receivable 113 20,290
----------- -----------
Net assets available for participant benefits, including
distributions payable to participants of $0 and $20,294 as of
December 31, 2000 and 1999,
respectively $ 176,646 4,034,339
=========== ===========
See accompanying notes to financial statements.
6
VARI-L COMPANY, INC.
PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Participant Benefits
Years ended December 31, 2000 and 1999
ADDITIONS 2000 1999
------------ ------------
Employer contributions $ 9,470 84,541
Investment income (loss):
Net realized and unrealized appreciation (depreciation)
in fair value of investments (3,837,449) 3,121,459
Interest and dividends 50 59
------------ ------------
Total additions (deletions) (3,827,929) 3,206,059
------------ ------------
DEDUCTIONS
Distributions paid to participants 29,764 64,274
------------ ------------
Net increase (decrease) (3,857,693) 3,141,785
Net assets available for participant benefits:
Beginning of year 4,034,339 892,554
------------ ------------
End of year $ 176,646 4,034,339
============ ============
See accompanying notes to financial statements.
7
VARI-L COMPANY, INC.
PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(1) DESCRIPTION OF THE PLAN
The following description of the Vari-L Company, Inc. Profit Sharing
Plan (the Plan) provides only general information. Participants should
refer to the Plan agreement for a more complete description of the
Plan's provisions.
(a) GENERAL
The Plan was established by Vari-L Company, Inc. (the Company)
effective January 1, 1990, for the benefit of its employees
and beneficiaries. The Plan was subsequently amended and
restated effective April 19, 1994 and has since been amended.
The Plan is a defined contribution plan. The Plan is subject
to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). All employees who have completed at least
1,000 hours of service during the first twelve months of their
employment, or during any Plan year and have reached 21 years
of age, are eligible to participate. Once employees are
admitted to the Plan, they remain in the Plan until
termination of employment regardless of the number of hours
worked in succeeding years. Employees become eligible to
participate in the Plan on January 1 or July 1 after meeting
the eligibility requirements.
(b) CONTRIBUTIONS
The Company makes discretionary contributions, as determined
by its Board of Directors. Employer contributions for the
years ended December 31, 2000 and 1999 were $9,470 and
$84,541, respectively.
Employees may make voluntary after-tax contributions to the
Plan of up to 10% of their compensation. There were no
employee contributions to the Plan for the years ended
December 31, 2000 and 1999.
(c) PARTICIPANT ACCOUNTS
Company contributions and amounts forfeited by terminated
participants are allocated among active participants who are
employees on the last day of the Plan year in the same
proportion as the compensation of each respective participant
during the year to the total compensation of all participants
during the year. Compensation is limited as required by the
Internal Revenue Code.
Net investment income (or loss) for the year is allocated to
the participants' accounts based upon the beginning of the
year balance, less any distributions, in each individual
participant's account.
8
VARI-L COMPANY, INC.
PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(d) VESTING
Participants are immediately vested in their voluntary
contributions, adjusted by actual earnings and losses thereon,
and vest in Company contributions, adjusted by actual earnings
and losses thereon, in accordance with the following table:
YEARS OF SERVICE VESTING %
--------------------------- -------------------------
1 0%
2 0%
3 20%
4 40%
5 60%
6 80%
7 100%
Participants become 100% vested in Company contributions on
the earlier of death, permanent disability or normal
retirement age.
(e) FORFEITURES
Amounts forfeited by terminated participants are allocated to
the remaining participant accounts at the end of every plan
year. Forfeitures during the years ended December 31, 2000 and
1999 were $14,036 and $15,087, respectively.
(f) PAYMENT OF BENEFITS
Upon termination of service due to death, disability or
retirement, a participant may elect to receive a lump-sum
distribution, equal to the value of the participant's vested
interest in their account, or periodic installments, as
selected by the participant within defined limits, not to
exceed the lesser of ten years, or the life expectancy of the
participant. Distributions may be made in cash or stock.
(g) ADMINISTRATIVE EXPENSES
Certain administrative functions are performed by officers and
employees of the Company, without compensation from the Plan.
Administrative expenses of the Plan are paid by the Company.
(h) PLAN TERMINATION
The Company has the right under the Plan to terminate the Plan
subject to the provisions of ERISA. In the event of Plan
termination, participants would become 100% vested in their
accounts.
9
VARI-L COMPANY, INC.
PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
The financial statements of the Plan are presented on the
accrual basis of accounting.
(b) INVESTMENT VALUATION AND INCOME RECOGNITION
Investments are recorded at fair value based on quoted market
prices. Money market funds are recorded at cost which
approximates market value. Dividend income is recorded on the
ex-dividend date and interest income is recorded as earned.
Purchases and sales of securities are reflected on a trade
date basis. Gain or loss on sale of securities is based upon
average cost.
The Plan presents, in the statements of changes in net assets
available for participant benefits, the net appreciation
(depreciation) in the fair value of investments which consists
of the realized gains or losses and the unrealized gains or
losses on those investments.
(c) USE OF 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 certain
estimates and assumptions. These estimates and assumptions
affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities as of the date
of the statement of net assets available for benefits and the
reported amounts of additions and deductions in net assets
during the reporting period. Actual results could differ
significantly from those estimates.
(d) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(3) INVESTMENTS
Investments representing 5% or more of net assets available for plan
benefits as of December 31, are as follows:
FAIR VALUE
---------------------------------------
2000 1999
------------------ -----------------
Vari-L Company, Inc. common stock $ 175,761 4,013,210
10
VARI-L COMPANY, INC.
PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(4) CHANGES IN NET ASSETS AVAILABLE FOR PARTICIPANT BENEFITS BY INVESTMENT
ALTERNATIVE FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
VARI-L NON-
COMPANY, INC. MONEY PARTICIPANT-
COMMON MARKET DIRECTED
STOCK FUNDS CASH TOTAL
------------ ------------ ------------ ------------
Net assets available for participant
benefits at December 31, 1998 $ 891,751 800 3 892,554
Additions to net assets attributed to:
Employer contribution 84,541 -- -- 84,541
Investment income (loss):
Net realized and unrealized
appreciation in fair value of
investments 3,121,459 -- -- 3,121,459
Interest and dividends -- -- 59 59
Distributions paid to participants (64,251) -- (23) (64,274)
------------ ------------ ------------ ------------
Net increase in net assets
available for participant
benefits 3,141,749 -- 36 3,141,785
------------ ------------ ------------ ------------
Net assets available for participant
benefits at December 31, 1999 4,033,500 800 39 4,034,339
------------ ------------ ------------ ------------
Additions to net assets attributed to:
Employer contribution 9,470 -- -- 9,470
Investment income (loss):
Net realized and unrealized
depreciation in fair value of
investments (3,837,449) -- -- (3,837,449)
Interest and dividends -- -- 50 50
Distributions paid to participants (29,647) (100) (17) (29,764)
------------ ------------ ------------ ------------
Net increase (decrease) in
net assets available for
benefits (3,857,626) (100) 33 (3,857,693)
------------ ------------ ------------ ------------
Net assets available for participant
benefits at December 31, 2000 $ 175,874 700 72 176,646
============ ============ ============ ============
11
VARI-L COMPANY, INC.
PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(5) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following presents a reconciliation between the statements of net
assets available for plan benefits included in the accompanying
financial statements and the Form 5500 at December 31:
1999
------------
Net assets available for participant benefits -
financial statements $ 4,034,339
Benefits payable to participants (20,294)
------------
Net assets available for participant benefits -
Form 5500 $ 4,014,045
============
The following presents a reconciliation between the distributions paid
to participants in the statements of changes in net assets available
for plan benefits included in the accompanying financial statements and
the Form 5500 for the years ended December 31:
2000 1999
------------ ------------
Distributions paid to participants - financial statements $ 29,764 64,274
Distributions payable to participants - end of year -- 20,294
Distributions payable to participants - beginning of year (20,294) --
------------ ------------
Distributions paid to participants - Form 5500 $ 9,470 84,568
============ ============
Distributions payable to participants are recorded as a liability 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.
(6) TAX STATUS
The Plan obtained its latest determination letter on October 5, 1995,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
IRC. The Plan has since been amended. The Plan administrator believes
that the Plan is currently designed and is being operated in compliance
with the applicable requirements of the IRC and thus continues to be
tax exempt. Therefore, no provision for income taxes has been included
in the Plan's financial statements.
12
SCHEDULE 1
VARI-L COMPANY, INC.
PROFIT SHARING PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2000
HISTORICAL NUMBER OF FAIR
DESCRIPTION COST SHARES OR UNITS VALUE
------------------- ------------ --------------- ------------
Cash $ 72 72 $ 72
Money market fund 700 700 700
Vari-L common stock 236,862 117,174 175,761
------------
$ 176,533
============
All investments are held by Wells Fargo Bank West, N.A. which is a
party-in-interest.
See accompanying independent auditors' report.
13
SCHEDULE 2
VARI-L COMPANY, INC.
PROFIT SHARING PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 1999
HISTORICAL NUMBER OF FAIR
DESCRIPTION COST SHARES OR UNITS VALUE
------------------------- ------------ --------------- ------------
Cash $ 39 39 $ 39
Money market fund 800 800 800
Vari-L common stock 236,862 117,174 4,013,210
------------
$ 4,014,049
============
All investments are held by Wells Fargo Bank West, N.A. which is a
party-in-interest.
See accompanying independent auditors' report.
14
VARI-L COMPANY, INC.
PROFIT SHARING PLAN
Index to Exhibits
December 31, 2000 and 1999
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1 Consent of KPMG LLP
15
EX-99.1
3
d91683ex99-1.txt
CONSENT OF KPMG LLP
EXHIBIT 1
Independent Auditors' Consent
The Board of Directors
Vari-L Company, Inc.:
We consent to incorporation by reference in the registration statement (No.
33-88666) on Form S-8 of Vari-L Company, Inc. of our report dated October 10,
2001, relating to the statements of net assets available for participant
benefits of the Vari-L Company, Inc. Profit Sharing Plan as of December 31,
2000 and 1999 and the related statements of changes in net assets available for
participant benefits for the years then ended and related schedules for the
years ended December 31, 2000 and 1999, which report appears in the December
31, 2000 annual report on Form 11-K of the Vari-L Company, Inc. Profit Sharing
Plan.
KPMG LLP
Denver, Colorado
October 30, 2001