<PAGE> 1
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
For the fiscal year ended December 31, 1999
A. Full Title of the Plan:
The LaBarge, Inc. Employees Savings Plan
B. Name of the issuer of securities held pursuant to the Plan and the address of
its principal executive offices:
LaBarge, Inc.
9900A Clayton Road
St. Louis, MO 63124
This filing has a total of 17 pages.
<PAGE> 2
REQUIRED INFORMATION
Financial Statements.
Exhibits.
I. Consent of KPMG LLP.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
LaBarge, Inc. Employees Savings Plan Administrative Committee has duly caused
this Annual Report to be signed by the undersigned thereunto duly authorized.
THE LABARGE, INC. EMPLOYEES SAVINGS PLAN
By: s/Donald H. Nonnenkamp
-----------------------
Donald H. Nonnenkamp
Vice President and Chief Financial Officer
By: s/Ellie J. Perry
-------------------
Ellie J. Perry
Plan Administrator
Date: June 28, 2000
<PAGE> 4
LABARGE, INC. EMPLOYEES SAVINGS PLAN
Financial Statements and Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE> 5
LABARGE, INC. EMPLOYEES SAVINGS PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
TABLE OF CONTENTS:
<S> <C> <C>
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Plan Benefits
for the Years ended December 31, 1999 and 1998 3
Notes to Financial Statements 4
SCHEDULES
Line 27a:
Schedule of Assets Held for Investment Purposes, December 31, 1999 1 10
Schedule of Assets Which Were Both Acquired and Disposed of
Within the Plan Year *
Line 27b - Schedule of Loans or Fixed Income Obligations *
Line 27c - Schedule of Leases in Default or Classified as Uncollectible *
Line 27d - Schedule of Reportable Transactions, Year ended December 31, 1999 2 11
Line 27e - Schedule of Nonexempt Transactions *
* There were no assets held for investment purposes which were both
acquired and disposed of and no nonexempt transactions with
parties-in-interest within the plan year ended December 31, 1999 which
require separate disclosure. Additionally, there were no loans or fixed
income obligations and no leases in default or classified as
uncollectible at December 31, 1999.
DEFINITIONS:
Plan - LaBarge, Inc. Employees Savings Plan
Trustee - A. G. Edwards Trust Company
ERISA - Employee Retirement Income Security Act of 1974
Company - LaBarge, Inc.
Plan Administrator - LaBarge, Inc. Plan Administration Committee
</TABLE>
<PAGE> 6
INDEPENDENT AUDITORS' REPORT
Plan Administration Committee
LaBarge, Inc. Employees Savings Plan
We have audited the accompanying statements of net assets available for
plan benefits of the LaBarge, Inc. Employees Savings Plan as of December
31, 1999 and 1998 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 Administrator. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 the Plan Administrator, 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
LaBarge, Inc. Employees Savings Plan as of December 31, 1999 and 1998, and
the changes in net assets available for plan benefits for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental information
in Schedules 1 and 2 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 ERISA. 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.
/s/ KPMG LLP
St. Louis, Missouri
May 12, 2000
<PAGE> 7
LABARGE, INC. EMPLOYEES SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Assets:
Investments:
Registered investment
company shares $ 10,480,253 9,486,173
Money market accounts 773,690 618,490
LaBarge, Inc. common stock 2,105,219 2,373,423
Loans to participants 740,970 698,153
------------ ------------
Total investments 14,100,132 13,176,239
------------ ------------
Receivables:
Employer contributions 57,350 65,559
Participant contributions 235,148 100,337
Participant loans 21,553 56,657
Interest and dividends 3,933 2,847
------------ ------------
Total receivables 317,984 225,400
Liabilities -
accrued expenses
18,328 --
------------ ------------
Net assets available
for plan benefits $ 14,399,788 13,401,639
============ ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 8
LABARGE, INC. EMPLOYEES SAVINGS PLAN
Statements of Changes in the Net Assets Available for Plan Benefits
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------- --------------
<S> <C> <C>
Investments income:
Interest and dividends $ 249,941 248,511
Net appreciation
in fair market value of investments 321,726 175,253
------------- --------------
Total investment income 571,667 423,764
Participant contributions 1,188,272 1,103,012
Employer contributions 246,390 256,178
Participant distributions (942,144) (1,521,509)
Administrative expenses (66,036) (15,434)
------------- --------------
Increase in net assets
available for plan benefits 988,149 246,011
Net assets available for plan benefits:
Beginning of year 13,401,639 13,155,628
------------- --------------
End of year $ 14,399,788 13,401,639
============= ==============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 9
LABARGE, INC. EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the plan document for a more complete
description of the Plan's provisions.
(a) GENERAL
The Plan is a defined contribution plan sponsored by the Company
covering substantially all employees with 60 days of service and
is subject to the provisions of ERISA.
(b) CONTRIBUTIONS
Employees may elect to contribute, on a pre-tax basis, up to 15%
of covered compensation in various investment funds of the Plan.
The Company contributes an amount equal to 50% of the first $25
per month of employee contributions plus 25% of the employee
contribution in excess of $25. The Company provides matching
contributions in an amount not to exceed 8% of the participant's
compensation. Each year the Company may also, at its option,
contribute an additional discretionary amount as determined by the
Company's Board of Directors as a profit-sharing contribution.
There were no discretionary profit-sharing contributions for 1999
or 1998.
(c) PARTICIPANTS' ACCOUNTS
Each participant account is credited with the participant's
contribution, the Company's matching contribution, and an
allocation of the Company's discretionary profit-sharing
contribution and fund earnings net of administrative charges.
Allocations are based upon covered compensation or account
balances as defined in the plan agreement.
Participants may transfer amounts between funds on quarterly
enrollment dates throughout the year. The Plan Administrator will
record these transfers in the participant's account and direct the
Trustee to reinvest the amounts to reflect these changes. Money
market accounts are maintained for each fund to provide for
short-term investments while transfers are in process. At
year-end, the investments are presented net of any transfers in
process as directed by the participants.
A participant's interest in transfers and trading activity in the
LaBarge Common Stock Fund is based on a weighted average formula.
(d) VESTING
Participants are immediately vested in their contributions plus
any earnings thereon. Participants are fully vested with respect
to a calendar quarter employer matching contribution if that
participant is employed by the Company on the last day of such
calendar quarter. Upon a participant's attainment of his/her
normal retirement date (65th birthday), or upon death or total
disability, his/her entire account balance as of the most recent
valuation date will become 100% vested. In the event a participant
terminates employment, vesting in the Company's profit-sharing
contribution allocated to the participant's account is 100% after
five full years of continuous service.
4
(Continued)
<PAGE> 10
LABARGE, INC. EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(e) LOANS TO PARTICIPANTS
Participants are allowed to transfer portions of their account
balances into the Loan Fund and borrow from the Loan Fund at the
prevailing market rate (prime plus 0.5%). Loans will be limited to
the lesser of (i) 50% of a participant's vested plan account
balance as of the last day of the calendar quarter for which the
loan is being made, or (ii) $50,000. Loans to participants include
interest-bearing promissory notes at rates from 6.5% to 9.5% with
final due dates through April 2005.
(f) PAYMENT OF BENEFITS
Upon termination or retirement of service, a participant's account
is distributed in the form of a lump-sum payment or installment
payments over a period of time. Distributions are made as soon as
practical after the close of the plan quarter in which the
termination of employment occurs or is deferred until age 70-1/2
at the participant's election.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements of the Plan have been
prepared on the accrual basis and present the net assets available
for plan benefits and changes in those net assets.
(b) INVESTMENTS
Participants may elect to have a portion of their account balances
invested in the following separate investment funds within the
Plan:
- Equity Index Fund, which shall have at its principal objective
long-term capital growth by investing in the same stocks and
in substantially the same percentage as the S&P 500 Composite
Stock Price Index;
- Growth Fund, which shall have as its principal objective
long-term growth by investing in stocks of companies that are
undervalued relative to the stock market as a whole;
- Balanced Fund, which shall have as its principal objective
conservation of principal, current income, and long-term
growth of principal and income by investing in stocks and
fixed income securities;
- Money Market Fund, which shall have as its principal objective
the preservation of principal and the earning of interest at
rates prevailing on short-term fixed income investments;
- Intermediate Bond Fund, which shall have as its principal
objective the preservation of principal and the production of
income by investing in government securities and high-quality
corporate bonds;
- LaBarge Common Stock Fund, which shall be exclusively invested
in common stock of the Company; and
5
(Continued)
<PAGE> 11
LABARGE, INC. EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
- Loan Fund, which shall account for all principal and interest
outstanding on loans to plan participants.
The Equity Index Fund, Growth Fund, Balanced Fund, and
Intermediate Bond Fund (all invest in registered investment
company shares), and the LaBarge Common Stock Fund are stated at
fair market value. The fair market value of the Company's common
stock is determined based on the quoted market value of the stock
on the last day of trading for the period. The Money Market Fund
(trust prime money market account) is valued at cost plus
interest, which approximates net realizable value. The
appreciation (depreciation) in fair market value of investments of
the Plan represents the change in the difference between market
value and cost of the investments during the year and realized
gains or losses on the sale of investments based upon their
historical cost on a specific identification basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date. Purchases and sales of
securities are recorded on a trade-date basis.
(c) TRUST FUND MANAGED BY THE TRUSTEE
Under the terms of a trust agreement, the Trustee manages a trust
fund on behalf of the Plan. The investments and changes therein of
this trust fund have been reported to the Plan by the Trustee.
(d) ADMINISTRATIVE CHARGES
The Plan gives the Company the option of paying all administrative
expenses or charging them to the Plan. All expenses incidental to
the operation and management of the Plan have been charged to the
Plan and paid with plan assets.
(e) BENEFITS PAID TO PARTICIPANTS
Benefits are recorded when paid.
(f) USE OF ESTIMATES
Certain amounts included in the financial statements are estimated
based on currently available information and the Plan
Administrator's judgment as to the outcome of future conditions
and circumstances. While every effort is made to ensure the
integrity of such estimates, including the use of third-party
specialists where appropriate, actual results could differ from
these estimates.
(3) PLAN AMENDMENT
The Plan was amended effective August 11, 1999 to change the terms of
severance benefits that are paid to a participant once the participant
leaves the employment of the Company. All benefits less than $5,000 will
be paid in a lump sum to the participant once the participant is no
longer employed with the Company. The new amendment also allows all
severance benefits greater than $5,000 to remain in the plan until
withdrawal by the participant.
6
(Continued)
<PAGE> 12
LABARGE, INC. EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(4) TAX STATUS
The Plan Administrator has received a favorable determination letter
dated April 8, 1994 from the Internal Revenue Service which indicates
that the Plan and its underlying trust qualify under the applicable
provisions of the Internal Revenue Code and, therefore, are exempt from
Federal income taxes. The Plan has been subsequently amended. In the
opinion of the Plan Administrator, such amendments do not affect the tax
status of the Plan.
(5) PLAN TERMINATION
Although it has not expressed an intent to do so, the Company has the
right under the provisions of 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 fully
vested.
(6) RELATED-PARTY TRANSACTIONS
On various dates during 1999, the Plan purchased 130,400 shares of the
Company's common stock at fair market value at prices ranging from $1.25
to $2.75 per share for investment in the Plan's LaBarge Common Stock
Fund.
The Plan did not sell any shares of the Company's common stock during
1999.
The market value of the investment in the LaBarge Common Stock Fund was
valued at $2.19 and $2.688 per share at December 31, 1999 and 1998,
respectively.
(7) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
--------------- ---------------
<S> <C> <C>
Net assets available for plan benefits per the financial statements
$ 14,399,788 13,401,639
Amounts allocated to withdrawing participants 852,985 702,160
--------------- ---------------
Net assets available for plan benefits per the Form 5500 $ 13,546,803 12,699,479
=============== ===============
</TABLE>
7
(Continued)
<PAGE> 13
LABARGE, INC. EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1999 1998
--------------- ---------------
<S> <C> <C>
Distributions to participants per the financial statements $ 942,144 1,521,509
Add amounts allocated to withdrawing participants at
end of year 852,985 702,160
Less amounts allocated to withdrawing participants at beginning of
year 702,160 519,673
--------------- ---------------
Benefits paid to participants per the Form 5500 $ 1,092,969 1,703,996
=============== ===============
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payments prior to December 31 but not yet paid as of that date.
(8) INVESTMENTS
Investments of the Plan are comprised of the following:
Investments that represent 5% or more of the Plan's net assets are
separately identified.
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
--------------- ---------------
<S> <C> <C>
Investments at fair value as determined by quoted market price:
Mutual funds:
American Balanced Fund Inc. Income Fund $ 1,942,123 1,937,398
Fidelity Advisor Series II Growth Opportunity Fund Class T 3,205,929 2,980,053
Intermediate Bond Fund of America 605,268 709,080
Mainstay Funds Equity Index Fund Class A 4,726,933 3,859,642
LaBarge, Inc. common stock 2,105,219 2,373,423
--------------- ---------------
12,585,472 11,859,596
--------------- ---------------
Investments at fair value:
Money market accounts -
Prime Obligations Fund - A 773,690 --
Goldman Sachs Financial Square Pop-A Prime Obligations -- 618,490
Loans to participants 740,970 698,153
--------------- ---------------
1,514,660 1,316,643
--------------- ---------------
$ 14,100,132 13,176,239
=============== ===============
</TABLE>
8
(Continued)
<PAGE> 14
LABARGE, INC. EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(9) ADOPTION OF SOP 99-3
During 1999, the Plan adopted American Institute of Certified Public
Accountants' Statement of Position 99-3, Accounting for and Reporting of
Certain Defined Contribution Plan Investments and Other Disclosure
Matters under which disclosure of investment information by fund is no
longer required. Prior year amounts have been reclassified to conform to
the current year presentation.
(10) NON-PARTICIPANT DIRECTED INVESTMENTS
Information about net assets and the significant changes in net assets
relating to the non-participant-directed investments is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------
1999 1998
------------------ -------------------
<S> <C> <C>
Participant loans $ 740,970 698,153
================== ===================
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1999 1998
------------------ -------------------
<S> <C> <C>
Interest on loans $ 65,917 62,512
Interfund loan transfers, net (23,100) 40,966
------------------ -------------------
42,817 103,478
Participant loans, beginning of the year assets 698,153 594,675
------------------ -------------------
Participant loans, end of the year assets $ 740,970 698,153
================== ===================
</TABLE>
9
<PAGE> 15
SCHEDULE 1
LABARGE, INC. EMPLOYEES SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
NUMBER OF
SHARES CURRENT
DESCRIPTION OF INVESTMENTS OR UNITS COST VALUE
----------------------------------------------------------------------- ------------ ------------ --------------
<S> <C> <C> <C>
Money market accounts -
Prime Obligations Fund - A 773,690 $ 773,690 773,690
Equity Mutual Funds:
American Balanced Fund Inc. Income Fund 134,683 2,013,396 1,942,123
Fidelity Advisor Series II Growth Opportunity Fund Class T 68,708 2,722,661 3,205,929
Mainstay Funds Equity Index Fund Class A 99,809 3,677,971 4,726,933
Fixed Income Fund -
Intermediate Bond Fund of America 46,811 627,698 605,268
LaBarge Common Stock Fund -
LaBarge Inc. common stock* 962,166 1,633,962 2,105,219
Loans to participants -- 740,970 740,970
============ ------------- --------------
Total investments $ 12,190,348 14,100,132
============= ==============
* Represents a party-in-interest transaction allowable under ERISA regulations.
</TABLE>
See accompanying independent auditors' report.
10
<PAGE> 16
SCHEDULE 2
LABARGE, INC. EMPLOYEES SAVINGS PLAN
Item 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
IDENTITY OF PURCHASE SELLING COST
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE OF ASSET
------------------------- ---------------------------------------------- ----------------- ---------------- ---------------
<S> <C> <C> <C> <C>
A.G. Edwards Trust Co. Prime Obligations Fund - A $ 4,110,778 -- 4,110,778
A.G. Edwards Trust Co. Prime Obligations Fund - A -- 3,955,578 3,955,578
A.G. Edwards Trust Co. Fidelity Advisor Series II Growth Opportunity
Fund Class T 686,174 -- 686,174
A.G. Edwards Trust Co. Fidelity Advisor Series II Growth Opportunity
Fund Class T -- 242,760 151,233
A.G. Edwards Trust Co. Mainstay Funds Equity Index Fund Class A 550,932 -- 550,932
A.G. Edwards Trust Co. Mainstay Funds Equity Index Fund Class A -- 266,584 243,073
================= ================ ===============
<CAPTION>
CURRENT
VALUE OF
ASSET ON
IDENTITY OF TRANSACTION NET GAIN OR
PARTY INVOLVED DESCRIPTION OF ASSET DATE (LOSS)
------------------------- ------------------------------------------------- --------------- -------------------
<S> <C> <C> <C>
A.G. Edwards Trust Co. Prime Obligations Fund - A 4,110,778 --
A.G. Edwards Trust Co. Prime Obligations Fund - A 3,955,578 --
A.G. Edwards Trust Co. Fidelity Advisor Series II Growth Opportunity
Fund Class T 686,174 --
A.G. Edwards Trust Co. Fidelity Advisor Series II Growth Opportunity
Fund Class T 242,760 91,527
A.G. Edwards Trust Co. Mainstay Funds Equity Index Fund Class A 550,932 --
A.G. Edwards Trust Co. Mainstay Funds Equity Index Fund Class A 266,584 23,511
=============== ===================
</TABLE>
See accompanying independent auditors' report.
11
