-----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, GjXYHDiPvaMSaDeIBcCYdXbbtodwlVlZxD/CmKnN4iUkmLUmNs8seG50T0BAPIc0 XFhSAUpLXsZwB9do86YVDA== 0000950144-01-504090.txt : 20010702 0000950144-01-504090.hdr.sgml : 20010702 ACCESSION NUMBER: 0000950144-01-504090 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPTRON ELECTRONICS INC CENTRAL INDEX KEY: 0000918765 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [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: 1671302 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 g70266e11-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, 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. 0-23426 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, SCHEDULE AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN DECEMBER 31, 2000 and 1999 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 SCHEDULE Schedule of Assets Held For Investment Purposes at End of Year 9
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, 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 was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Assets Held for Investment Purposes as of December 31, 2000 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 audit 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. Grant Thornton LLP Tampa, Florida May 4, 2001 5 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, --------------------------- 2000 1999 ----------- ----------- Assets: Cash $ -- $ 40,068 Investments, at fair value 16,295,418 11,768,131 Receivables: Participants' contributions 64,047 34,747 Employer contributions 6,404 3,475 Participant loans 369,519 206,452 Investment income 6,275 -- ----------- ----------- Total receivables 446,245 244,674 ----------- ----------- Total assets 16,741,663 12,052,873 ----------- ----------- Net assets available for benefits $16,741,663 $12,052,873 =========== ===========
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, ----------------------------- 2000 1999 ------------ ----------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ (4,403,688) $ 2,876,365 Interest and dividends 1,496,257 530,100 ------------ ----------- (2,907,431) 3,406,465 ------------ ----------- Contributions: Participants' 2,520,386 1,081,132 Rollovers 307,007 259,660 Employer's 251,599 107,930 Transfers-in from merged plans 5,420,095 -- ------------ ----------- 8,499,087 1,448,722 ------------ ----------- Total additions 5,591,656 4,855,187 Deductions from net assets attributed to: Benefits paid to participants 898,473 1,394,642 Miscellaneous expense 4,393 -- ------------ ----------- Net increase 4,688,790 3,460,545 Net assets available for benefits: Beginning of year 12,052,873 8,592,328 ------------ ----------- End of year $ 16,741,663 $12,052,873 ============ ===========
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, 2000 and 1999 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 employees of the Company and its wholly owned subsidiaries. Employees are eligible to participate in the plan upon attaining the age of 18 and completing three months of service. Service with the Company's subsidiaries prior to January 3, 2000 is counted towards eligibility to participate in the plan. The entry dates for the Plan are the first day of each month. The Plan is subject to provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective January 3, 2000, all plan assets of the Company's wholly owned subsidiaries 401(k) plans (Hibbing Electronics, Reptron of PA, and Reptron Acquisition, Inc. dba Applied Instruments) were transferred to the Plan, and are presented as `transfers-in' on the statement of changes in net assets available for benefits. 2. Contributions. Participants may contribute up to 19 percent (15% in 1999) of pre-tax annual compensation. 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 not to exceed 100% of the first 19% (15% in 1999) of participant compensation contributed as an elective deferral. The Company's match is based on a percentage of the participant's contribution. The Company's matching percentage was 10% for 2000 and 1999. 3. Participant Accounts. Each participant's account is credited with the participant's contribution and allocations of the Company's contribution and Plan earnings, and is 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 generally 100 percent vested after five years of credited service. 4 8 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2000 and 1999 NOTE A - DESCRIPTION OF PLAN - CONTINUED Any participant of the Hibbing Electronics Corporation and Applied Instruments Employee 401(k) Plans (which were merged into the Plan on January 1, 2000) who was a participant as of January 1, 2000 with no less than three years of service, is permitted to elect to have his or her vested percentage computed based upon the prior vesting schedule.
Applied Hibbing All Instruments Electronics Other Prior Corp. Prior Participants Vesting Vesting Vesting Years of Service Percentage Percentage Percentage ---------------- ----------- ---------- ---------- Less than 1 0% 0% 0% 1 20% 25% 20% 2 40% 50% 40% 3 60% 75% 60% 4 80% 100% 80% 5 100% 100%
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 reasons other than retirement, 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 $5,000 a single lump sum payment is required. 5 9 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2000 and 1999 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 accounting principles generally accepted in the United States of America 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. 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. 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. 6 10 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2000 and 1999 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. Effective January 3, 2001, the Plan transferred all of its assets to a new custodian, Merrill Lynch Trust Company.
December 31, ------------------------- 2000 1999 ----------- ----------- Merrill Lynch Retirement Preservation Trust $ 1,911,762 $ -- Van Kampen Emerging Growth Fund Class A 3,324,513 -- Alliance Premier Growth Fund Class A 3,692,476 -- Ing Pilgrim International Value Class A 1,375,390 -- Merrill Lynch Basic Value Fund Class D 862,553 Reptron Electronics, Inc. 3,535,014 4,763,293 Managed Allocation Fund -- 783,105 Equity Select Fund -- 1,419,295 International Fund -- 695,768 New Dimensions Fund -- 2,884,098 Guaranteed Retirement Fund -- 438,491 Aggregate of investments that represent less than 5 percent of the Plan's net assets 1,593,710 784,081 ----------- ----------- $16,295,418 $11,768,131 =========== ===========
During 2000, the Plan's investments (including investments bought, sold, and held during the year) depreciated in value by $4,403,688 as follows: Common Stock $(1,580,227) Common/Collective Trusts 1,592 Mutual Funds (2,825,053) ----------- $(4,403,688) ===========
NOTE D - 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. 7 11 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2000 and 1999 NOTE E - NET ASSETS AVAILABLE FOR BENEFITS Merrill Lynch Trust Company and American Express Trust Company (American Express Trust) held the assets during 2000 and 1999, respectively, for the purpose of administration of investments and record keeping. The agreements with Merrill Lynch Trust Company and American Express Trust provide for the investments and contributions to be participant directed and accounted for in separate funds. NOTE F - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of the financial statements to Form 5500:
1999 ------------ Net assets available for benefits per the financial statements $ 12,052,873 Contributions receivable (38,222) Other 37,869 Pending transactions at December 31, 1999 -- ------------ Net assets available for benefits per Form 5500 $ 12,052,520 ============ Total additions to net assets available for benefits per the financial statements $ 4,855,187 Adjustment for accruals 52,960 Other 53,528 ------------ Total additions to net assets available for benefits per Form 5500 $ 4,961,675 ============ Total deductions to net assets available for benefits per the financial statements $ 1,394,642 Loan repayments -- Other 1,615 ------------ Total deductions to net assets available for benefits per Form 5500 $ 1,396,257 ============
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. While the Form 5500 for 2000 is not available, the reconciling items are expected to be similar in nature to 1999. 8 12 SUPPLEMENTAL SCHEDULE 13 REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR December 31, 2000
Principal Amount Current of Shares Description Value --------- ----------- ----------- 571,361 * Reptron Electronics, Inc. $ 3,535,014 1,911,762 * Merrill Lynch Retirement Preservation Trust 1,911,762 1,320 * Merrill Lynch Retirement Preservation Trust - GM 1,320 262 * Merrill Lynch Focus Value Fund Class D 2,933 4,727 PIM Company Innovation Fund Class A 194,595 84 Federated Growth Strategies 2,764 1,325 AIM Small Cap Growth Fund Class A 39,494 508 Federated International Small Company Fund Class A 13,065 263 Fidelity Advisor Mid Cap Fund Class T 5,863 1,469 Van Kampen Aggregate Growth Fund Class A 32,653 4,004 AIM Blue Chip Fund Class A 63,099 295 Fidelity Advisor Growth & Income Class T 5,238 1,520 * Merrill Lynch S&P 500 Index 24,591 342 * Merrill Lynch SM Cap Index 3,577 278 MFS Strategic Growth Fund Class A 7,418 1,162 Munder Net Fund Class A 40,348 299 Fidelity Advisor Small Cap Fund Class T 5,610 375 Alliance Tech Fund Class A 34,038 4,497 Alliance Growth & Income 17,090 52,955 Van Kampen Emerging Growth Fund Class A 3,324,513 40 Van Kampen Emerging Growth Fund Class A 2,516 672 Van Kampen Comstock Fund Class A 11,575 138,243 Alliance Premier Growth Fund Class A 3,692,476 165 Alliance Premier Growth Fund A GM 4,412 15,912 AIM Value Fund 199,057 94 AIM Value Fund 1,180 428 Fidelity Advisor Growth 14,606 1,024 MFS Capital Oppenheimer Fund Class A 18,326 657 Calvert Income Fund 10,597 1,559 Oppenheimer Global Growth & Income 42,161 3 Nvest Growth and Income Fund Class A 43 514 Mass Investment Growth Stock Fund Class A 8,809 650 Davis NY Venture Fund Class A 18,680 56,903 Mercury TTL Retirement Bd Distributor 713,558 79 Mercury TTL Retirement Bd Distributor 995 1,309 * Merrill Lynch Fundamental Growth Funds Class D 29,088 56 Fidelity Advisor Equity Growth Fund 3,335 90,190 Ing Pilgrim International Value Class A 1,375,390 67 Ing Pilgrim International Value Class A 1,026 1,035 Van Kampen American Value Fund Class A 20,050 26,362 * Merrill Lynch Basic Value Fund Class D 862,553 ----------- 16,295,418 Participant loans, at varying rates and maturities 369,519 ----------- $16,664,937 ===========
* Party-in-interest to the Plan. 9 14 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 29, 2001 10 15 EXHIBIT INDEX FILED AS PART OF THIS ANNUAL REPORT ON FORM 11-K
EXHIBIT NO. DESCRIPTION ----------- ----------- 23.1 Consent of Grant Thornton LLP
11 EX-23.1 2 g70266ex23-1.txt CONSENT OF GRANT THORNTON LLP 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 May 4, 2001 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, 2000 and 1999. /s/ Grant Thornton LLP - ----------------------------------- Tampa, Florida June 29, 2001 -----END PRIVACY-ENHANCED MESSAGE-----