11-K 1 d11k.htm DECEMBER 31, 2002 December 31, 2002
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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, 2002

 

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.

13700 REPTRON BOULEVARD

TAMPA, FLORIDA 33626

 



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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 at End of Year)

   9

 


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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 the Reptron Electronics, Inc. 401(k) Retirement Savings Plan as of December 31, 2002 and 2001, 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, 2002 and 2001, 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 at End of Year) 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.

 

/s/ GRANT THORNTON LLP

 

Tampa, Florida

May 31, 2003

 


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Reptron Electronics, Inc.

401(k) Retirement Savings Plan

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

     December 31,

     2002

   2001

Assets:

             

Investments, at fair value

   $ 11,615,601    $ 14,300,653

Cash

     21,820      —  

Receivables:

             

Participants’ contributions

     48,010      63,564

Employer contributions

     2,459      6,357

Participant loans

     496,890      570,582

Investment income

     7,014      6,727
    

  

Total receivables

     554,373      647,230
    

  

Total assets

     12,191,794      14,947,883
    

  

Liabilities:

             

Due to participants

     30,076      27,021
    

  

Total liabilities

     30,076      27,021
    

  

Net assets available for benefits

   $ 12,161,718    $ 14,920,862
    

  

 

The accompanying notes are an integral part of these statements.

 

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Reptron Electronics, Inc.

401(k) Retirement Savings Plan

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

     Year Ended December 31,

 
     2002

    2001

 

(Reductions) additions to net assets attributed to:

                

Investment (loss):

                

Net depreciation in fair value of investments

   $ (3,392,714 )   $ (4,261,287 )

Interest and dividends

     294,596       356,476  
    


 


       (3,098,118 )     (3,904,811 )
    


 


Additions to net assets attributed to:

                

Participants’ contributions

     2,186,000       2,590,154  

Rollover contributions

     243,965       212,829  

Employer’s contributions

     212,511       264,949  
    


 


       2,642,476       3,067,932  
    


 


Total reductions

     (455,642 )     (836,879 )

Deductions from net assets attributed to:

                

Benefits paid to participants

     2,270,656       953,961  

Miscellaneous expense

     2,770       2,940  

Return of excess contributions

     30,076       27,021  
    


 


Net decrease

     (2,759,144 )     (1,820,801 )

Net assets available for benefits:

                

Beginning of year

     14,920,862       16,741,663  
    


 


End of year

   $ 12,161,718     $ 14,920,862  
    


 


 

The accompanying notes are an integral part of these statements.

 

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Reptron Electronics, Inc.

401(k) Retirement Savings Plan

NOTES TO FINANCIAL STATEMENTS

December 31, 2002 and 2001

 

NOTE A – DESCRIPTION OF PLAN

 

The following description of Reptron Electronics, Inc.’s (the Company or Employer) 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).

 

2.   Contributions. Participants may contribute up to 19 percent of pre-tax annual compensation. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers one common stock fund, two common/collective trust funds, and thirty-eight mutual funds as investment options for participants. The Company makes discretionary contributions at the option of the Company’s board of directors, not to exceed 100% of the first 19% of participant compensation contributed as an elective deferral for December 31, 2002 and 2001. The Company’s match is based on a percentage of the participant’s contribution. The Company’s matching percentage was 10% for 2002 and 2001.

 

3.   Participant Accounts. Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) 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.

 

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Reptron Electronics, Inc.

401(k) Retirement Savings Plan

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 2002 and 2001

 

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.

 

Years of Service


   Applied
Instruments
Prior
Vesting
Percentage


    Hibbing
Electronics
Corp.
Prior
Vesting
Percentage


    All Other
Participants
Vesting
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. The loans are collateralized by the assets allocated to the participant’s account. A participant must repay the loan within five 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.

 

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Reptron Electronics, Inc.

401(k) Retirement Savings Plan

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 2002 and 2001

 

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 changes therein, and disclosure of contingent assets and liabilities. 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 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 Internal Revenue Service has determined and informed the Company by a letter dated July 20, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

 

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Reptron Electronics, Inc.

401(k) Retirement Savings Plan

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 2002 and 2001

 

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.

 

     December 31,

     2002

   2001

Merrill Lynch Retirement Preservation Trust

   $ 2,982,850    $ 2,534,584

Van Kampen Emerging Growth Fund Class A

     1,641,445      2,373,301

Alliance Premier Growth Fund Class A

     1,946,034      2,941,107

ING Pilgrim International Value Class A

     1,066,521      1,245,854

Merrill Lynch Basic Value Fund Class D

     889,523      976,012

Reptron Electronics, Inc. Common Stock

     632,417      1,858,663

Mercury Total Return Bond Fund

     1,057,563      898,973

Aggregate of investments that represent less than 5 percent of the Plan’s net assets

     1,399,248      1,472,159
    

  

     $ 11,615,601    $ 14,300,653
    

  

 

During 2002, the Plan’s investments (including investments bought, sold, and held during the year) depreciated in value by $(3,392,714) as follows:

 

Common Stock

   $ (670,554 )

Mutual Funds

     (2,722,160 )
    


     $ (3,392,714 )
    


 

NOTE D – RELATED PARTY TRANSACTIONS

 

Certain Plan investments are shares of mutual funds managed by Merrill Lynch Trust Company. Merrill Lynch Trust Company is the custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.

 

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.

 

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Reptron Electronics, Inc.

401(k) Retirement Savings Plan

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 2002 and 2001

 

NOTE F – NET ASSETS AVAILABLE FOR BENEFITS

 

Merrill Lynch Trust Company held the assets during 2002 and 2001, respectively, for the purpose of administration of investments and record keeping. The agreement with Merrill Lynch Trust Company provides for the investments and contributions to be participant directed and accounted for in separate funds.

 

NOTE G – RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

 

The following is a reconciliation of the financial statements to Form 5500:

 

     2002

    2001

 

Net assets available for benefits per the Statement of Net Assets Available for Benefits

   $ 12,161,718     $ 14,920,862  

Contributions receivable

     (50,469 )     (69,921 )

Refund of excess contributions

     30,076       27,021  

Other

     2       1  
    


 


Net assets available for benefits per Form 5500

   $ 12,141,327     $ 14,877,963  
    


 


Income (loss) per Statement of Changes

   $ (2,759,144 )   $ (1,820,801 )

Adjustment for accruals

     22,507       33,826  

Liquidated funds payable from trust

     —         23,025  

Appreciation included as transfer

     —         —    

Transfers in from merged plans

     —         —    

Other

     1       (3,274 )
    


 


Income (loss) per Form 5500

   $ (2,736,636 )   $ (1,767,224 )
    


 


 

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.

 

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SUPPLEMENTAL SCHEDULE

401(k) Retirement Savings Plan

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2002

 

Principal
Amount

of Shares


  

Description


   Current Value

726,916    * Reptron Electronics, Inc.    $632,417
34,134    * Merrill Lynch Retirement Preservation Trust – GM    34,134
2,982,850    * Merrill Lynch Retirement Preservation Trust    2,982,850
5,515    Van Kampen Comstock Fund Class A    68,061
614    ING Pilgrim International Value Class A    6,320
2,517    Van Kampen American Value Fund Class A    38,025
672    Alliance Premier Growth Fund A GM    9,235
38,210    * Merrill Lynch Basic Value Fund Class D    889,523
26,041    AIM Value Fund    195,565
3,779    * Merrill Lynch Focus Value Fund Class D    34,046
897    AIM Value Fund    6,736
14,092    PIM Company Innovation Fund Class A    151,775
529    Fidelity Advisor Growth    11,749
477    MFS Capital Oppenheimer Fund Class A    4,455
347    Federated Growth Strategies    6,488
4,194    Fidelity Advisor Mid Cap Fund Class T    65,383
7,359    Calvert Income Fund    120,389
1,249    Federated International Small Company Fund Class A    18,530
4,671    Oppenheimer Global Growth & Income    76,044
293    CDC Nvest Growth and Income Fund Class A    2,756
2,559    AIM Small Cap Growth Fund Class A    47,289
1,592    Mass Investment Growth Stock Fund Class A    14,698
5,121    Van Kampen Aggregate Growth Fund Class A    45,375
1,561    Davis NY Venture Fund Class A    32,696
8,001    AIM Blue Chip Fund Class A    71,525
1,081    Fidelity Advisor Growth & Income Class T    14,100
7,197    * Merrill Lynch S&P 500 Index    77,438
3,784    * Merrill Lynch SM Cap Index    31,330
1,721    MFS Strategic Growth Fund Class A    23,996
926    Munder Net Fund Class A    9,235
1,427    Fidelity Advisor Small Cap Fund Class T    20,451
79,456    Mercury TTL Retirement Bd Distributor    1,057,563
820    Alliance Tech Fund Class A    31,438
474    Mercury TTL Retirement Bd Distributor – GM    6,302
29,437    Alliance Growth & Income    76,536
58,048    Van Kampen Emerging Growth Fund Class A    1,641,445
403    Fidelity Advisor Equity Growth Fund    13,612
2,277    * Merrill Lynch Fundamental Growth Funds Class D    28,916
163    Van Kampen Emerging Growth Fund Class A    4,620
141,633    Alliance Premier Growth Fund Class A    1,946,034
103,646    ING Pilgrim International Value Class A    1,066,521
         
          11,615,601
     Cash    21,820
     Participant loans, at varying rates and maturities    496,890
         
          $12,134,311
         
*   Party-in-interest to the Plan.

 

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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

Paul Plante, Chief Operating Officer of

Reptron Electronics, Inc.

Plan Administrator

 

Date: June 30, 2003

 

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EXHIBIT INDEX

FILED AS PART OF THIS ANNUAL REPORT ON FORM 11-K

 

EXHIBIT NO.

  

DESCRIPTION


23.1

   Consent of Grant Thornton LLP

 

11