-----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, UAy2F9MVUJzwz+MbsCM8C+PoU7tuynK8zX6z5SBvfBIdLfvZgbXdQkMHUxOGgG2j TaonvKAbzc+Ydt26zSWInA== 0001021408-01-505220.txt : 20010815 0001021408-01-505220.hdr.sgml : 20010815 ACCESSION NUMBER: 0001021408-01-505220 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010814 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23426 FILM NUMBER: 1708998 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 10-Q 1 d10q.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 (_) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number 0 - 23426 --------- REPTRON ELECTRONICS, INC. -------------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 38-2081116 - ------------------------------ ------------------ State or other jurisdiction (I.R.S. Employer of incorporation or organization Identification No.) 14401 McCormick Drive, Tampa, Florida 33626 - -------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (813) 854-2351 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- There were 6,397,196 shares of common stock issued and outstanding as of August --------- ------ 01, 2001. - -------- REPTRON ELECTRONICS, INC. INDEX
Page PART I. FINANCIAL INFORMATION Number ------ Item 1. Financial Statements Consolidated Statements of Operations -- Three months ended June 30, 2001 and June 30, 2000 and Six months ended June 30, 2001 and June 30, 2000 3 Consolidated Balance Sheets -- June 30, 2001 and December 31, 2000 4 Consolidated Statement of Shareholders' Equity -- Six months ended June 30, 2001 and year ended December 31, 2000 5 Consolidated Statements of Cash Flows -- Six months ended June 30, 2001 and June 30, 2000 6 Notes to Consolidated Financial Statements -- June 30, 2001 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitave and Qualitative Disclosures about Market Risk 11 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of the Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13
PART I. FINANCIAL INFORMATION Item 1. Financial Statements REPTRON ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data)
Three months ended Six months ended June 30, June 30, (Unaudited) (Unaudited) --------------------------- ------------------------- 2001 2000 2001 2000 ---------- ---------- ---------- ---------- Net sales $ 99,327 $ 140,880 $ 233,557 $ 263,873 Cost of goods sold 85,063 117,197 197,666 220,491 Inventory writedown 12,000 - 12,000 - ---------- ---------- ----------- ---------- Gross profit 2,264 23,683 23,891 43,382 Selling, general and administrative expenses 18,586 18,367 37,335 34,941 ---------- ---------- ----------- ---------- Operating earnings (loss) (16,322) 5,316 (13,444) 8,441 Interest expense, net 2,821 2,692 5,888 5,051 ---------- ---------- ----------- ---------- Earnings (loss) before income taxes (19,143) 2,624 (19,332) 3,390 Income tax provision (benefit) (7,291) 1,242 (7,210) 1,620 ---------- ---------- ----------- ---------- Net earnings $ (11,852) $ 1,382 $ (12,122) $ 1,770 ========== ========== =========== ========== Net earnings (loss) per common share - basic: $ (1.85) $ 0.22 $ (1.90) $ 0.29 ========== ========== =========== ========== Weighted average common shares outstanding - basic 6,391,237 6,230,443 6,381,623 6,202,187 ========== ========== =========== ========== Net earnings (loss) per common share - diluted: $ (1.85) $ 0.20 $ (1.90) $ 0.26 ========== ========== =========== ========== Weighted average common shares outstanding - diluted 6,391,237 6,866,933 6,381,623 6,757,167 ========== ========== =========== ==========
The accompanying notes are an integral part of these financial statements 3 REPTRON ELECTRONICS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
ASSETS (Unaudited) June 30, December 31, 2001 2000 ----------- ------------- CURRENT ASSETS Cash and cash equivalents $ 346 $ 3,049 Accounts receivable - trade, net 65,103 100,311 Inventories, net 99,557 124,695 Prepaid expenses and other 1,907 2,298 Deferred tax benefits 361 62 Income tax receivable 6,857 - ----------- ------------- Total current assets 174,131 230,415 PROPERTY, PLANT & EQUIPMENT - AT COST, NET 31,695 33,051 EXCESS OF COST OVER NET ASSETS ACQUIRED, NET 30,773 31,473 OTHER ASSETS 2,936 2,528 ----------- ------------- $ 239,535 $ 297,467 =========== ============= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable - trade $ 36,166 $ 65,199 Current portion of long-term obligations 2,476 2,476 Accrued expenses 7,128 11,941 Income taxes payable - 1,230 ----------- ------------- Total current liabilities 45,770 80,846 NOTE PAYABLE TO BANK 70,930 80,270 LONG-TERM OBLIGATIONS, less current portion 80,961 82,576 SHAREHOLDERS' EQUITY Preferred Stock - authorized 15,000,000 shares of $.10 par value; no shares issued - - Common Stock - authorized 50,000,000 shares of $.01 par value; issued and outstanding, 6,397,196 and 6,359,257, respectively 64 64 Additional paid-in capital 23,083 22,862 Retained earnings 18,727 30,849 ----------- ------------- 41,874 53,775 ----------- ------------- $ 239,535 $ 297,467 =========== =============
The accompanying notes are an integral part of these financial statements 4 REPTRON ELECTRONICS, INC. CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (In thousands, except share data)
Common Stock Additional Total ---------------- Shares Par Paid-In Retained Shareholders' Outstanding Value Capital Earnings Equity ----------- ----- ------------- -------- --------- Balance at December 31, 1999 6,167,119 $ 62 $ 21,740 $ 25,158 $ 46,960 Exercise of stock options 192,138 2 1,122 - 1,124 Net earnings - - - 5,691 5,691 ---------- ---- ------------- -------- --------- Balance at December 31, 2000 6,359,257 64 22,862 30,849 53,775 Exercise of stock options (Unaudited) 37,939 - 221 - 221 Net earnings (Unaudited) - - - (12,122) (12,122) ---------- ---- ------------- -------- --------- Balance at June 30, 2001 (Unaudited) 6,397,196 $ 64 $ 23,083 $ 18,727 $ 41,874 ========== ==== ============= ======== =========
The accompanying notes are an integral part of this financial statement 5 REPTRON ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
Six months ended June 30, (Unaudited) -------------------------- 2001 2000 ------------ ------------ Increase (decrease) in cash and cash equivalents: Cash flows from operating activities: Net earnings (loss) $ (12,122) $ 1,770 Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 5,229 5,075 Deferred income taxes (299) 322 Loss on disposal of assets - 25 Change in assets and liabilities: Accounts receivable - trade 35,208 (17,467) Inventories 25,138 (18,782) Prepaid expenses and other current assets 391 (1,660) Other assets (771) (34) Accounts payable - trade (29,033) 9,345 Accrued expenses (4,813) 665 Income taxes payable/receivable (8,087) 806 ------------ ------------ Net cash provided by (used in) operating activities 10,841 (19,935) ------------ ------------ Cash flows from investing activities: Purchases of property, plant and equipment (2,810) (5,354) ------------ ------------ Net cash used in investing activities (2,810) (5,354) ------------ ------------ Cash flows from financing activities: Proceeds from exercise of stock options 221 662 Net proceeds (payments) on note payable to bank (9,340) 24,398 Proceeds from long term obligations - 4,000 Payments on long term obligations (1,615) (2,299) ------------ ------------ Net cash provided by (used in) financing activities (10,734) 26,761 ------------ ------------ Net increase (decrease) in cash and cash equivalents (2,703) 1,472 Cash and cash equivalents at beginning of period 3,049 108 ------------ ------------ Cash and cash equivalents at end of period $ 346 $ 1,580 ============ ============ Supplemental cash flow information: Interest paid $ 6,172 $ 4,596 ============ ============ Income taxes paid $ 1,176 $ 605 ============ ============
The accompanying notes are an integral part of these financial statements 6 REPTRON ELECTRONICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2001 (Unaudited) NOTE A -- BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and footnote disclosure required by generally accepted accounting principles for complete financial statements. The consolidated financial statements as of June 30, 2001, and for the three and six months ended June 30, 2001 and June 30, 2000, are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. The results of operations for the three and six months ended June 30, 2001 are not necessarily indicative of results that may be expected for the year ending December 31, 2001. The consolidated financial statements should be read in conjunction with the financial statements and notes thereto, together with management's discussion and analysis of financial condition and results of operations, included in the 2000 Form 10-K. NOTE B -- INVENTORIES Inventories consist of the following (in thousands): June 30, December 31, 2001 2000 ---------- ----------- Electronic Component Distribution: Inventories $ 63,852 $ 85,943 Electronic Manufacturing Services: Work in process 11,258 13,101 Raw materials 24,447 25,651 ---------- ----------- $ 99,557 $124,695 ========== =========== 7 REPTRON ELECTRONICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) JUNE 30, 2001 (Unaudited) NOTE C -- FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS Reptron Electronics, Inc. is a leading electronics manufacturing supply chain services company operating as a national distributor of electronic components, a contract manufacturer of electronic products and display solution provider. Our Electronic Component Distribution customers are in diverse industries' including robotics, telecommunications, computers and computer peripherals, consumer electronics, healthcare, industrial controls and contract manufacturing. Our Electronic Manufacturing Services segment manufactures electronic products according to customer design, primarily for customers in the telecommunications, healthcare, industrial/instrumentation, banking and office products industries. As a display solution provider, we provide display design engineering, systems integration and turnkey manufacturing services. The following table shows net sales and gross profit by industry segments.
Three months ended Six months ended June 30, June 30, (in thousands) (in thousands) ------------------------- ---------------------- 2001 2000 2001 2000 --------- -------- -------- ---------- Net Sales Electronic Component Distribution $ 60,240 $ 84,078 $138,588 $ 155,895 Electronic Manufacturing Services 39,087 56,802 94,969 107,978 -------- -------- -------- ---------- $ 99,327 $140,880 $233,557 $ 263,873 ======== ======== ======== ========== Gross Profit Electronic Component Distribution $ 758 $ 16,388 $ 15,200 $ 29,650 Electronic Manufacturing Services 1,506 7,295 8,691 13,732 --------- -------- -------- ---------- $ 2,264 $ 23,683 $ 23,891 $ 43,382 ========= ======== ======== ==========
NOTE D -- EARNINGS PER SHARE The following table sets forth the computation of basic and diluted net earnings per common share:
Three months ended Six months ended June 30, June 30, ---------------------------- -------------------------- 2001 2000 2001 2000 ---------- ---------- ---------- ------------ Numerator: Net earnings (loss) (in thousands) $ (11,852) $ 1,382 $ (12,122) $ 1,770 ========== ========== ========== ============ Denominator: For basic earnings (loss) per share - Weighted average shares 6,391,237 6,230,443 6,381,623 6,202,187 Effect of dilutive securities: Employee stock options - 636,490 - 554,980 ---------- ---------- ---------- ------------ For diluted earnings (loss) per share 6,391,237 6,866,933 6,381,623 6,757,167 ========== ========== ========== ============ Net earnings (loss) per common share - basic $ (1.85) $ 0.22 $ (1.90) $ 0.29 ========== ========== ========== ============ Net earnings (loss) per common share - diluted $ (1.85) $ 0.20 $ (1.90) $ 0.26 ========== ========== ========== ============
8 REPTRON ELECTRONICS, INC Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ---------------------------------------------------------------- RESULTS OF OPERATIONS This document contains certain forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Act of 1934, as amended. Factors that could cause actual results to differ materially include the following: business conditions and growth in Reptron's industry and in the general economy; competitive factors; risks due to shifts in market demand; the ability of Reptron to complete and integrate acquisitions; and the risk factors listed from time to time in Reptron's reports filed with the Securities and Exchange Commission as well as assumptions regarding the foregoing. The words "believe", "estimate", "expect", "intend", "anticipate", "plan" and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. Reptron undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements. RESULTS OF OPERATIONS - --------------------- Net Sales. Total second quarter net sales decreased $41.6 million, or 29.5%, from $140.9 million in the second quarter of 2000 to $99.3 million in the second quarter of 2001. Total net sales for the first half of 2001 decreased $30.3 million, or 11.5% from $263.9 million in the first half of 2000 to $233.6 million in the first half of 2001. Electronic Component Distribution ("ECD") second quarter net sales decreased $23.8 million, or 28.4%, from $84.1 million in the second quarter of 2000 to $60.2 million in the second quarter of 2001. Management believes this decrease resulted primarily from a significant slowdown in the sales volume and price reductions of electronic components in the United States. Sales of semiconductors, passive components and electromechanical components accounted for 81.0%, 10.1% and 8.9%, respectively, of second quarter 2001 ECD net sales and 64.7%, 26.9% and 8.4%, respectively, of second quarter 2000 ECD net sales. Sales generated from the top four ECD vendors accounted for approximately $28.9 million, or 46.5% of second quarter 2001 ECD net sales, as compared with approximately $33.8 million or 38.9% of second quarter 2000 ECD net sales. ECD net sales decreased $17.3 million, or 11.1%, from $155.9 million in the first half of 2000 to $138.6 million in the first half of 2001. This decrease was driven primarily by factors stated above. Sales of semiconductors, passive components and electromechanical components accounted for 80.5%, 10.7% and 8.8%, respectively, of first half 2001 ECD net sales, and 65.2%, 26.7% and 8.1%, respectively, of first half 2000 ECD net sales. Sales generated from the top four ECD vendors accounted for approximately $64.7 million, or 45.5% of first half 2001 ECD net sales, as compared with approximately $62.4 million or 38.6% of first half 2000 ECD net sales. Electronic Manufacturing Services ("EMS") net sales decreased $17.7 million, or 31.2%, from $56.8 million in the second quarter of 2000 to $39.1 million in the second quarter of 2001. This decrease is primarily attributable to decreased demands from within the semiconductor equipment and telecommunications customer base of EMS. EMS transacted business with approximately 90 customers in the second quarter of 2001. The three largest EMS customers accounted for approximately 15.6%, 11.4% and 9.5%, respectively, of second quarter 2001 EMS net sales (6.1%, 4.5% and 3.7%, respectively, of total Company second quarter 2001 net sales) as compared to 13.6%, 11.5% and 8.6%, respectively, of second quarter 2000 EMS net sales (5.5%, 4.6% and 3.5%, respectively, of total Company second quarter 2000 net sales). 9 EMS net sales decreased $13.0 million, or 12.1%, from $108.0 million in the first half of 2000 to $95.0 million in the first half of 2001. This decrease is primarily attributable to decreased demand from within the semiconductor equipment and telecommunications customer base. EMS transacted business with approximately 100 customers in the first half of 2001. The three largest EMS customers accounted for approximately 12.3%, 10.6%, and 6.2%, respectively, of first half 2001 EMS net sales (5.0%, 4.3% and 2.5%, respectively, of total Company first half 2001 net sales) as compared to 13.7%, 9.1% and 8.4%, respectively, of first half 2000 EMS net sales (5.6%, 3.7% and 3.4%, respectively, of total Company first half 2000 net sales). Gross Profit. Total second quarter gross profit decreased $21.4 million, or 90.4%, from $23.7 million in the second quarter of 2000 to $2.3 million in the second quarter of 2001. During the second quarter of 2001, Reptron recorded a non-cash inventory writedown charge of $12.0 million. The result of this charge was to decrease gross margin from 14.4% to 2.3% in the second quarter of 2001 and from 15.4% to 10.2% for the first half of 2001. The total gross margin was 16.8% in the second quarter of 2000 and 16.4% in the first half of 2000. Total gross profit decreased $19.5 million, or 44.9%, from $43.4 million in the first half of 2000 to $23.9 million in the first half of 2001. ECD second quarter gross profit decreased $15.6 million, or 95.4%, from $16.4 million in the second quarter of 2000 to $758,000 in the second quarter of 2001. During the second quarter of 2001, the ECD segment recorded a non-cash inventory writedown charge of $10.0 million as a result of distributor supplier lines terminated by the Company and to reflect the rapid decline in market pricing for electronic components. This charge is included in cost of sales and caused gross margin to decline from 17.9% to 1.3% in the second quarter of 2001 and from 18.2% to 11.0% for the first six months of 2001. The gross margin was 19.5% in the second quarter of 2000 and 19.0% in the first half of 2000. The decrease in gross profit and gross margin from the prior year periods, excluding the effect of the inventory charge, is due to severely weakened electronic component market conditions experienced in the second quarter of 2001 as compared with market conditions in the second quarter and first half of 2000. EMS gross profit decreased $5.8 million, or 79.4%, from $7.3 million in the second quarter of 2000 to $1.5 million in the second quarter of 2001. During the second quarter of 2001, the EMS segment recorded a non-cash inventory writedown charge of $2.0 million as a result of excess components due to significant reductions in customer demands and decline in pricing of electronic components. This charge is included in cost of sales and caused gross margin to decline from 9.0% to 3.9% in the second quarter of 2001 and from 11.3% to 9.2% for the first six months of 2001. The gross margin was 12.8% in the second quarter of 2000 and 12.7% in the first half of 2000. EMS first half gross profit decreased $5.0 million, or 36.7% from $13.7 million in 2000 to $8.7 million in 2001. The decrease in gross profit and gross margin from the prior year periods, excluding the inventory charge, is attributable to the under-absorption of fixed costs at lower sales levels. Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $200,000, or 1.2%, from $18.4 million in the second quarter of 2000 to $18.6 million in the second quarter of 2001. Selling, general and administrative expenses, as a percentage of net sales increased from 13.0% in the second quarter of 2000 to 18.7% in the second quarter of 2001. For the first six months of 2001, selling, and general and administrative expenses increased $2.4 million or 6.9% from $34.9 million in the first half of 2000 to $37.3 million in the first half of 2001. First half selling, general and administrative expenses as a percentage of net sales increased from 13.2% in the first half of 2000 to 16.0% in the first half of 2001. During 2000, the Company made significant investments in personnel and infrastructure to support the then, and anticipated increased sales levels. In response to the reversal of those trends, during 2001, the Company made substantial reductions in personnel and attendant costs. Management is continuing to evaluate the propriety of further reductions in its selling, general and administrative expenses. Interest Expense. Net interest expense increased $100,000, or 4.8%, from $2.7 million in the second quarter of 2000 to $2.8 million in the second quarter of 2001. First half net interest expense increased $800,000, or 16.6%, from $5.1 million in the first half of 2000 to $5.9 million in the first half of 2001. The increase is primarily attributed to the increase in average outstanding debt of $27.0 million, from $132.9 million during the first half of 2000 to $159.8 million during the first half of 2001, partially offset by a decrease in our overall average interest rate from 7.6% during the first half of 2000 to 7.4% during the first half of 2001. 10 LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- Reptron primarily finances its operations through subordinated notes, bank credit lines, capital equipment leases, and short-term financing through supplier credit lines. Net cash provided by or used in operating activities has historically been driven by net income (loss) levels combined with fluctuations in inventory, accounts receivable and accounts payable. Operating activities for the first half of 2001 provided cash of approximately $10.8 million. This increase in cash flow resulted primarily from decreases in accounts receivable of $35.2 million and inventory of $13.1 million, excluding a non-cash inventory writedown of $12.0 million. These items were partially offset by decreases in accounts payable of $29.0 million and accrued expenses of $4.8 million, and an increase in income tax receivable of $8.1 million. Days sales in accounts receivable as of June 30, 2001 were approximately 60. Annualized inventory turns for the first half of 2001 were approximately 3.5 excluding the inventory writedown. Capital expenditures totaled approximately $2.8 million in the first half of 2001. These capital expenditures were primarily for the acquisition of manufacturing equipment. These purchases were funded by the working capital line of credit. Reptron believes that available credit facilities will be sufficient to meet capital expenditures and working capital needs of operations as they are presently conducted. However, future cash flow and cash requirements will depend on a wide range of factors, including the level of business in existing operations, expansion of facilities, and possible acquisitions. While there can be no assurance that such financing will be available in amounts and on acceptable terms. Reptron believes that such financing would likely be available on acceptable terms. NEW ACCOUNTING PRONOUNCEMENTS On July 20, 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) 141, Business Combinations, and SFAS 142, Goodwill and Intangible Assets. SFAS 141 is effective for all business combinations completed after June 30, 2001. SFAS 142 is effective for the year beginning January 1, 2002, however certain provisions of that Statement apply to goodwill and other intangible assets acquired between July 1, 2001 and the effective date of SFAS 142. The Company has not yet analyzed the effect, if any, the adoption of these standards will have on the Company's financial statements. Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ---------------------------------------------------------- While Reptron had no holdings of derivative financial or commodity instruments at June 30, 2001, Reptron is exposed to financial market risks, including changes in interest rates. Approximately half of Reptron's borrowings bear a fixed interest rate. However, borrowings under Reptron's Credit Facility bears interest at a variable rate based on the lead bank's prime interest rate or the London Interbank Offered Rate. 11 REPTRON ELECTRONICS, INC. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of the Security Holders The annual Meeting of the Shareholders of Reptron was held on May 15, 2001. Mr. William L. Elson was elected director of Reptron for a three year term with 6,331,803 shares voting in favor, zero shares against and 18,255 shares abstaining. Mr. Paul J. Plante was elected director of Reptron for a three year term with 6,250,658 voting in favor, zero shares against and 100,000 shares abstaining. Mr. John J. Mitcham was elected director of Reptron for a one year term with 6,332,803 voting in favor, zero shares against and 17,255 shares abstaining. The adoption of the Reptron Electronics, Inc. 2002 Incentive Stock Option Plan was approved with 2,682,386 voting in favor, 1,033,060 shares against and 318,581 shares abstaining. An amendment to the Reptron Electronics, Inc. Non-Employee Director Stock Option Plan to increase the number of shares of common stock authorized for issuance under the plan from 350,000 shares to 450,000 shares and to extend the duration of the plan until December 31, 2011 was approved with 2,779,390 voting in favor, 936,641 shares against and 318,596 shares abstaining. Item 6. Exhibits and Reports on Form 8-K a. Exhibits None b. Reports on Form 8-K None 12 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: August 14, 2001 ----------------- REPTRON ELECTRONICS, INC. ------------------------- (Registrant) By: /s/ Michael Branca ---------------------------- Michael Branca, Chief Financial Officer (Principal Financial and Accounting Officer) 13 -----END PRIVACY-ENHANCED MESSAGE-----