-----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, Lh8CrrQDchGvSKDaSzEUOxSfy8w6saUohijee6RfytRRVpv9O5OfyhiVqO1U8fMx f0YRJRiCV1xlTDE9hFLVFQ== /in/edgar/work/20000628/0000950144-00-008256/0000950144-00-008256.txt : 20000920 0000950144-00-008256.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950144-00-008256 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPTRON ELECTRONICS INC CENTRAL INDEX KEY: 0000918765 STANDARD INDUSTRIAL CLASSIFICATION: [5065 ] IRS NUMBER: 382081116 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-23426 FILM NUMBER: 662369 BUSINESS ADDRESS: STREET 1: 14401 MCCORMICK DR CITY: TAMPA STATE: FL ZIP: 33626 BUSINESS PHONE: 8138542351 MAIL ADDRESS: STREET 1: 14401 MCCORMICK DR CITY: TAMPA STATE: FL ZIP: 33626 11-K 1 e11-k.txt REPTRON ELECTRONICS, INC. 1 =============================================================================== 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) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ____________ Commission File No. 0-23426 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: REPTRON ELECTRONICS, INC. 401(K) RETIREMENT SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: REPTRON ELECTRONICS, INC. 14401 MCCORMICK DRIVE TAMPA, FLORIDA 33626 =============================================================================== 2 FINANCIAL STATEMENTS, SCHEDULES AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN DECEMBER 31, 1999 and 1998 3 CONTENTS Page REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1 FINANCIAL STATEMENTS Statements of Net Assets Available For Benefits 2 Statements of Changes In Net Assets Available For Benefits 3 Notes to Financial Statements 4 SUPPLEMENTAL SCHEDULES Schedule I - Assets Held For Investment Purposes 10 Schedule II - Reportable Transactions 11 4 Report of Independent Certified Public Accountants -------------------------------------------------- The Participants and Advisory Committee Reptron Electronics, Inc. 401(k) Retirement Savings Plan We have audited the accompanying statements of net assets available for benefits of Reptron Electronics, Inc. 401(k) Retirement Savings Plan as of December 31, 1999 and 1998, 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, 1999 and 1998, 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 was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes as of December 31, 1999 and Reportable Transactions for the year ended December 31, 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 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/ GRANT THORNTON LLP Tampa, Florida April 14, 2000 5 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, --------------------------- 1999 1998 ----------- ---------- Cash $ 40,068 $ -- Investments, at fair value 11,768,131 8,373,777 Receivables: Participants' contributions 34,747 46,637 Employer contributions 3,475 4,661 Participant loans 206,452 167,253 ----------- ---------- Total receivables 244,674 218,551 ----------- ---------- Net assets available for benefits $12,052,873 $8,592,328 =========== ========== The accompanying notes are an integral part of these statements. 2 6 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, ------------------------------ 1999 1998 ------------ ----------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 2,876,365 $(2,314,655) Interest and dividends 530,100 366,106 ------------ ----------- 3,406,465 (1,948,549) ------------ ----------- Contributions: Participants' 1,081,132 1,059,420 Rollovers 259,660 5,450,924 Employer's 107,930 121,024 ------------ ----------- 1,448,722 6,631,368 ------------ ----------- Total additions 4,855,187 4,682,819 Deductions from net assets attributed to: Benefits paid to participants 1,394,642 774,780 ------------ ----------- Net increase 3,460,545 3,908,039 Net assets available for benefits: Beginning of year 8,592,328 4,684,289 ------------ ----------- End of year 12,052,873 $ 8,592,328 ============ ===========
The accompanying notes are an integral part of these statements. 3 7 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 NOTE A - DESCRIPTION OF PLAN The following description of Reptron Electronics, Inc.'s (the Company) 401(k) Retirement Savings Plan (the Plan), which was established effective January 1, 1993, provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. 1. General. The Plan is a defined contribution plan covering all full-time employees of the Company who have completed six months of service and are age twenty-one or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 2. Contributions. Each year participants may contribute up to 15 percent of pre-tax annual compensation, as defined. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. The Company makes discretionary contributions at the option of the Company's board of directors. The Company's match is based on a percentage of the participant's contribution. The Company's matching percentage was 10% for 1999 and 1998. 3. Participant Accounts. Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution, (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants' non-vested accounts are used to reduce future Company contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. 4. Vesting. Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's discretionary matching portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100 percent vested after five years of credited service. Vesting Years of Service Percentage ---------------- ---------- Less than 1 0% 1 20% 2 40% 3 60% 4 80% 5 100% 4 8 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1999 and 1998 NOTE A - DESCRIPTION OF PLAN - CONTINUED 5. Participant Loans. Participants may borrow from their fund accounts up to a maximum of the lesser of $50,000 or 50 percent of their account balance. A participant must repay the loan within five (5) years unless the loan is used to acquire a principal residence. Each loan shall bear interest at a reasonable rate, as determined by the Company in accordance with the Plan's written loan procedures. 6. Payment of Benefits Lifetime benefits (normal retirement age is 65) ----------------------------------------------- On termination of service due to death, disability or retirement, a participant may elect to receive either a lump sum amount equal to the value of the participant's vested interest in his or her account, or installment payments. Termination prior to retirement ------------------------------- For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump sum distribution or in installment payments not exceeding the participant's life expectancy. For any termination of service, if the participant's vested account balance does not exceed $3,500 a single lump sum payment is required. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting. Use of Estimates 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 disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. 5 9 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1999 and 1998 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED Investment Valuation and Income Recognition 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. Insurance contracts are carried at cost, which is guaranteed by the insurance company. Cost represents amounts contributed plus credited interest as determined by the insurance company. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Payment of Benefits Benefits are recorded when paid. Expenses of the Plan Substantially all administrative expenses of the Plan have been paid by the Employer. Tax Status The Plan complies as to form with Sections 401(a) and 501(a) of the Internal Revenue Code of 1986 and the applicable regulations to be exempt from federal income taxes. The Plan received a favorable determination letter from the Internal Revenue Service on July 20, 1995. NOTE C - INVESTMENTS The following table presents the fair value of participant-directed investments that represent 5 percent or more of the Plan's net assets. The custodian utilized the quoted market price of the investment instruments underlying the investment options to determine their fair value. 6 10 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1999 and 1998 NOTE C - INVESTMENTS - CONTINUED December 31, ------------------------- 1999 1998 ----------- ---------- Managed Allocation Fund $ 783,105 $ 753,148 Equity Select Fund 1,419,295 1,129,825 International Fund 695,768 531,533 New Dimensions Fund 2,884,098 2,351,679 Guaranteed Retirement Fund 438,491 447,605 Reptron Stock Fund 4,763,293 2,512,151 Aggregate of investments that represent less than 5 percent of the Plan's net assets 784,086 647,836 ----------- ---------- $11,768,131 $8,373,777 =========== ========== NOTE D - INVESTMENT CONTRACT WITH INSURANCE COMPANY In 1993, the Plan entered into an investment contract with IDS Life Insurance Company (IDS Life) referred to as the Guaranteed Retirement Fund Contract. The contract is included in the financial statements at contract value, which approximates fair value as reported to the Plan by IDS Life for the years ended December 31, 1999 and 1998. NOTE E - PLAN TERMINATION Although it has not expressed any intent to do so, the Employer 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 percent vested in their accounts. NOTE F - NET ASSETS AVAILABLE FOR BENEFITS American Express Trust Company (American Express Trust) held the assets during 1999 and 1998, for the purpose of administration of investments and record keeping. The agreement with American Express Trust provides for the investments and contributions to be self-directed by the participants and accounted for in separate funds. 7 11 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1999 and 1998 NOTE G - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT Effective September 15, 1999, Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters (SOP 99-3) was issued. The Company has adopted the provisions of SOP 99-3 effective January 1, 1999. Accordingly, the financial statements presented herein have been modified to conform to SOP 99-3. This statement allows for elimination of participant-directed investments by general type for each fund in the notes of the financial statements as well as the descriptions for each investment fund option. Participants should refer to the Reptron Electronics, Inc. 401(k) Plan Summary Plan Description and other plan materials for more complete information on investment fund options. NOTE H - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of the financial statements to Form 5500 for 1998:
Net assets available for benefits per the financial statements $ 8,592,328 Contributions receivable (51,298) Dividends receivable, included in investments -- Due to employer -- Due to participants -- Investment income receivable at December 31, 1998 (39,884) ----------- Net assets available for benefits per Form 5500 $ 8,501,146 =========== Total additions to net assets available for benefits per the financial statements $ 4,682,819 Contributions receivable at December 31, 1998 (41,234) (Increase) decrease in return of excess deferrals (15,097) Participant loan receivable (3,635) Other (1,237) ----------- Total additions to net assets available for benefits per Form 5500 $ 4,621,616 =========== Total deductions to net assets available for benefits per the financial statements $ 774,780 Loan repayments (9,084) Other 2,962 ----------- Total deductions to net assets available for benefits per Form 5500 $ 768,658 ===========
The differences indicated above are the result of the financial statements prepared on an accrual basis and the Form 5500 prepared on a cash basis. 8 12 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1999 and 1998 NOTE I - SUBSEQUENT EVENT The Company transferred all plan assets to Merrill Lynch (new Trustee) effective January 3, 2000. All plan assets were transferred to Merrill Lynch funds that have similar characteristics to those of the former American Express funds. 9 13 SUPPLEMENTAL SCHEDULES 14 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN SCHEDULE I ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1999 Principal Amount of Current Shares Description Value --------- ----------- ----------- 30,807 AXP Selective Fund $ 260,941 74,157 AXP Managed Allocation Fund 783,105 77,684 AXP Equity Select Fund 1,419,295 80,539 AXP New Dimensions Fund 2,884,098 42,087 AXP Blue Chip Advantage Fund 523,145 48,928 AXP International Fund 695,763 418,005 Guaranteed Retirement Fund 438,491 *1,284,253 Reptron Electronics, Inc. Stock Fund 4,763,293 ----------- 11,768,131 Participant Loans, at varying rates and maturities 206,452 ----------- $11,974,583 =========== * Represents shares in the Reptron Stock Fund, not the number of Reptron Electronics, Inc. common shares. 10 15 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN SCHEDULE II REPORTABLE TRANSACTIONS December 31, 1999 Single or Series of Transactions in Excess of 5 percent of the Current Value of Plan Assets from January 1, 1999 through December 31, 1999:
Number of Current value Transactions of asset on Identity ----------------------- Cost of transaction Net gain of Party Involved Description of Asset Purchases Sales Asset date or (loss) ----------------- -------------------- --------- ----- -------- ------------- --------- TYPE I - SINGLE TRANSACTIONS IN EXCESS OF 5% American Express Trust Equity Select Fund (A) 1 $ 985,666 $1,070,265 $ 84,599 Equity Select Fund (Y) 1 1,070,265 1,070,265 American Express Trust International Fund (A) 1 465,698 510,035 44,337 International Fund (Y) 1 510,035 510,035 American Express Trust Managed allocation Fund (A) 1 780,398 724,361 (56,037) Managed allocation Fund (Y) 1 724,361 724,361 American Express Trust New Dimensions Fund (A) 1 1,824,597 2,472,146 647,549 New Dimensions Fund (Y) 1 2,472,146 2,472,146 TYPE II - SERIES OF TRANSACTIONS IN EXCESS OF 5% American Express Trust Equity Select Fund (A) 11 60,227 60,227 Equity Select Fund (A) 19 1,172,166 1,076,891 (95,275) Equity Select Fund (Y) 32 1,337,987 1,337,987 Equity Select Fund (Y) 48 194,179 177,981 (16,198) American Express Trust International Fund (A) 8 22,469 22,469 International Fund (A) 19 557,602 507,864 (49,738) International Fund (Y) 29 689,171 689,171 International Fund (Y) 45 117,397 104,732 (12,665) American Express Trust Managed allocation Fund (A) 10 40,832 40,832 Managed allocation Fund (A) 19 796,665 860,580 63,915 Managed allocation Fund (Y) 29 894,457 894,457 Managed allocation Fund (Y) 38 116,080 111,824 (4,256) American Express Trust New Dimensions Fund (A) 14 187,891 187,891 New Dimensions Fund (A) 21 2,670,129 1,956,717 (713,412) New Dimensions Fund (Y) 39 3,033,701 3,033,701 New Dimensions Fund (Y) 51 565,353 528,479 (36,874) American Express Trust Selective Fund (Y) 50 356,951 356,951 Selective Fund (Y) 27 75,050 78,648 3,598 American Express Trust Blue Chip Advantage Fund (A) 11 55,312 55,312 Blue Chip Advantage Fund (A) 10 412,460 361,937 (50,523) Blue Chip Advantage Fund (Y) 41 626,157 626,157 Blue Chip Advantage Fund (Y) 29 120,965 116,512 (4,453) American Express Trust Guaranteed Retirement Fund 80 256,610 256,610 Guaranteed Retirement Fund 69 255,203 255,203 - American Express Trust Money Market I 73 372,381 372,381 Money Market I 55 369,680 369,680 -
11 16 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. REPTRON ELECTRONICS, INC. 401(K) RETIREMENT SAVINGS PLAN By: /s/ Paul Plante ------------------------------------ Paul Plante, Chief Operating Officer of Reptron Electronics, Inc. Plan Administrator Date: June 28, 2000 12 17 EXHIBIT INDEX FILED AS PART OF THIS ANNUAL REPORT ON FORM 11-K EXHIBIT NO. DESCRIPTION 23.1 Consent of Grant Thornton LLP 13 EX-23.1 2 ex23-1.txt CONSENT OF INDEPENDENT ACCOUNTANTS 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-28727) of Reptron Electronics, Inc. of our report dated April 14, 2000 appearing on page 1 of the Annual Report on Form 11-K of the Reptron Electronics, Inc. 401(k) Retirement Savings Plan for the fiscal years ended December 31, 1999 and 1998. /s/ Grant Thornton LLP - ---------------------- Tampa, Florida June 27, 2000 14 -----END PRIVACY-ENHANCED MESSAGE-----