SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the fiscal year ended June 30, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from _____ to _____.
Commission File Number 0-21728
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
BARNETT INC.
Profit Sharing and 401(k) Retirement Plan
3333 Lenox Avenue
Jacksonville, Florida 32254
(904) 384-6530
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
BARNETT INC.
3333 Lenox Avenue
Jacksonville, Florida 32254
(904) 384-6530
The following financial statements and schedules have been prepared in
accordance with the financial reporting requirements of the Employee Retirement
Income Security Act of 1974, as amended:
1. Statements of Net Assets Available for Benefits--June 30, 2000 and
1999
2. Statement of Changes in Net Assets Available for Benefits for the
Year Ended June 30, 2000
<PAGE>
Barnett Inc.
Profit Sharing and 401(k) Retirement Plan
Financial Statements and Schedule
as of June 30, 2000 and 1999
Together With Auditors' Report
<PAGE>
BARNETT INC.
PROFIT SHARING AND 401(k) RETIREMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULE
JUNE 30, 2000 AND 1999
TABLE OF CONTENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits--June 30, 2000 and 1999
Statement of Changes in Net Assets Available for Benefits for the Year
Ended June 30, 2000
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
SCHEDULE SUPPORTING FINANCIAL STATEMENTS
Schedule I: Schedule H, Line 4i--Schedule of Assets Held for
Investment Purposes--June 30, 2000
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Plan Administrator of
Barnett Inc. Profit Sharing and
401(k) Retirement Plan:
We have audited the accompanying statements of net assets available for benefits
of BARNETT INC. PROFIT SHARING AND 401(k) RETIREMENT PLAN as of June 30, 2000
and 1999 and the related statement of changes in net assets available for
benefits for the year ended June 30, 2000. These financial statements and the
schedule referred to below 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. 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
June 30, 2000 and 1999 and the changes in its net assets available for benefits
for the year ended June 30, 2000 in conformity with accounting principles
generally accepted in the United States.
Our audits were made 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 is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor 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.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
December 13, 2000
<PAGE>
BARNETT INC.
PROFIT SHARING AND 401(k) RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2000 AND 1999
2000 1999
---- ----
ASSETS:
Investments, at fair value (Note 3) $4,972,705 $3,791,475
--------- ---------
RECEIVABLES:
Participants 6,725 6,072
Employer 1,420 1,229
--------- ---------
Total receivables 8,145 7,301
--------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $4,980,850 $3,798,776
========= =========
The accompanying notes are an integral part of these statements.
<PAGE>
BARNETT INC.
PROFIT SHARING AND 401(k) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 2000
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants $ 917,755
Employer 269,143
----------
Total contributions 1,186,898
----------
Investment income:
Net appreciation in fair value 61,704
Interest/dividends 203,274
----------
Net investment income 264,978
----------
Total additions 1,451,876
----------
BENEFITS PAID TO PARTICIPANTS (256,187)
----------
ADMINISTRATIVE EXPENSES (13,615)
----------
NET INCREASE 1,182,074
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 3,798,776
----------
End of year $ 4,980,850
==========
The accompanying notes are an integral part of this statement.
<PAGE>
BARNETT INC.
PROFIT SHARING AND 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
JUNE 30, 2000 AND 1999
1. DESCRIPTION OF THE PLAN
The following description of the Barnett Inc. Profit Sharing and 401(k)
Retirement Plan (the "Plan") of Barnett Inc. (the "Company") provides
only general information. More complete information regarding the Plan's
provisions can be found in the plan document.
General
The Plan is a defined contribution plan under the provisions of Section
401(a) of the Internal Revenue Code ("IRC"), which includes a qualified
cash or deferred arrangement as described in Section 401(k) of the IRC.
The Plan provides benefits to all employees of the Company. Employees of
the Company who are 21 years of age or older, have completed one year of
service with the Company, and have worked 1,000 hours in that year are
eligible to participate in the Plan. An employee may enter the Plan as
of the January 1, April 1, July 1, or October 1 following the date upon
which he/she becomes eligible to participate in the Plan.
Contributions
Each year, participants may elect to contribute up to 15% of pretax
annual compensation, as defined in the Plan and subject to certain
limitations under the IRC. Employer matching and discretionary
contributions, net of forfeitures, may be contributed to the Plan at the
option of the Company's board of directors. The Company may elect to
contribute, in the form of matching contributions, up to 50% of the
participant's annual contribution at a maximum of 4% of the
participant's compensation.
Participant Accounts
Each participant's account is credited with the participant's
contribution and allocations of plan earnings. Allocations of plan
earnings are based on account balances, as defined in the plan document.
Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions in any of 13 investment options:
Money Market Account
The money market account invests in high-quality commercial
paper (short-term, unsecured corporate loans). The average
maturity is usually less than one month. The account is managed
by Principal Life Insurance Company.
<PAGE>
-2-
American Century: 20th Century Ultra
This mutual fund invests in stocks of some of the fastest
growing companies that are considered to have better-than-
average potential for earnings. The fund invests only in the
stocks of companies that have operated continuously for three or
more years.
U.S. Stock Account
This mutual fund invests money in stocks of U.S. companies of
all sizes. The strategy is to target stocks that are considered
to be good values when their prices are compared to their long-
term earnings potential.
Vanguard Wellington
This mutual fund invests 60% to 70% of its assets in stocks and
the remainder in bonds to provide a combination of long-term
growth and income. The fund may invest up to 10% of assets in
foreign securities.
Bond & Mortgage Account
This mutual fund invests primarily in intermediate-term,
investment-grade fixed income securities, which are mainly
private placement bonds, commercial mortgages, and publicly
traded bonds.
INVESCO Total Return
This mutual fund invests in stocks and bonds. It owns stocks in
conservative, well-known companies that have the potential for
continued strong profit growth and are selling less expensively
as compared to their prospects and past prices. The fund also
holds short-and intermediate-term bonds.
Small Company Blend Account
This mutual fund invests in stocks of smaller, seasoned
companies where potential for long-term growth is expected to be
above average. The account looks at both growth and value
stocks, resulting in a "blended" portfolio.
International Stock Account
This mutual fund invests in common stocks of companies located
outside the United States, mainly in Western Europe and Asia.
Countries and industries are selected after evaluating the
economic, social, and political factors of each market.
Stock Index 500 Account
This mutual fund invests in the common stocks of those companies
listed in the Standard and Poor's 500 Stock Index. Beginning
April 19, 1999, this fund was replaced by the Large Cap Stock
Index Fund.
Barnett Inc. Common Stock
This investment option invests in the common stock of Barnett
Inc.
<PAGE>
-3-
Guaranteed Interest Account (Maturities at June 30, 2002,
June 30, 2003, or June 30, 2004)
The Guaranteed Interest Account investments are private market
bonds, commercial mortgages, and mortgage-backed securities.
Money placed in this account earns a guaranteed interest rate
for a specific number of years.
Real Estate Account
The real estate fund invest primarily in real estate investment
trusts ("REITs") of various types. REITs are companies that
develop and manage real estate properties.
Large Cap Stock Index
This mutual fund invests in stocks of U.S. companies of larger
sizes with more stable stock prices. The fund targets slow
growth companies that often come from utilities, energy,
financial, and cyclical sectors.
Benefits Payments
Participants in service may make hardship withdrawals from their
voluntary contributions upon demonstrating immediate and heavy financial
need. No withdrawals may be made from company contributions.
Upon 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/her account or annual
installments over a ten-year period. For termination of service due to
other reasons, a participant may receive the value of the vested
interest in his/her account as a lump-sum distribution.
Participant Loans
The Plan permits a participant to borrow up to 50% of his/her vested
account balance, subject to certain limitations. Interest rates on
outstanding loans at June 30, 2000 range from 8.5% to 11.5%.
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's matching and discretionary
contribution portion of their accounts plus actual earnings thereon is
based on years of continuous service. Employees vest in Company
contributions ratably over five years of service based on the following
schedule:
Vesting
Years of Service Percentage
------------------------------------ -----------------
Less than one year 0%
One year but less than two 20
Two years but less than three 40
Three years but less than four 60
Four years but less than five 80
Five years or more 100
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared using the accrual
method of accounting.
<PAGE>
-4-
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets, liabilities, and changes therein, and the disclosure of
contingent assets and liabilities. Actual results could differ from
those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value as determined by quoted
market prices on the last day of the plan year.
Purchases and sales of securities are recorded on a settlement date
basis which does not materially differ from the trade date. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Plan Expenses
Substantially, all administrative plan expenses are paid by the Plan.
Adoption of Statement of Position 99-3
The Plan has adopted the provisions of Statement of Position ("SOP")
99-3, "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters," in these plan financial
statements. This SOP simplifies disclosures for certain investments of
the Plan. Certain reclassifications of the prior year amounts have been
made to conform with the current year presentation under the provisions
of SOP 99-3.
3. INVESTMENTS
The carrying values of individual investments that represent 5% or more
of the Plan's net assets.
<TABLE>
<CAPTION>
Fair value, as determined by quoted market value:
<S> <C>
American Century: 20th Century Ultra $1,301,209
U.S. Stock Account 700,876
Guaranteed Interest Account, maturities at June 30, 2002,
June 30,2003, or June 30, 2004 666,998
Vanguard Wellington 433,930
Bond & Mortgage Account 399,423
Small Company Blend Account 384,620
International Stock Account 371,210
INVESCO Total Return 308,170
Large Cap Stock Index 201,789
</TABLE>
4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Employee Retirement
Income Security Act of 1974.
<PAGE>
-5-
5. RELATED-PARTY TRANSACTIONS
Certain plan investments are shares of mutual funds managed by Prinicpal
Life Insurance Company. Principal Life Insurance Company is the
investment manager as defined by the Plan, and therefore, these
transactions qualify as party-in-interest transactions. Fees paid by the
Plan for investment management services were approximately $14,000 for
the year ended June 30, 2000.
6. TAX STATUS
The Plan obtained its determination letter on April 16, 1998 in which
the Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the IRC. The plan
administrator believes that the Plan is currently designed and is being
operated in compliance with the applicable requirements of the IRC and
that the trust continues to be tax-exempt under Section 501(a) of the
IRC.
7. SUBSEQUENT EVENT
On September 29, 2000, Wilmar Industries, Inc. acquired all of the
outstanding stock of Barnett Inc. As of September 29, 2000, Barnett
Inc. common stock is no longer an investment option for plan
participants. Management has not yet determined the effect of the
merger, if any, on the Plan going forward.
<PAGE>
SCHEDULE I
BARNETT INC.
PROFIT SHARING AND 401(k) RETIREMENT PLAN
SCHEDULE H, LINE 4i--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JUNE 30, 2000
<TABLE>
<CAPTION>
Current
Identity of Party Involved Description of Investment Value
---------------------------------------------------- ------------------------------------------------------------- -----------
<S> <C> <C>
* PRINCIPAL LIFE INSURANCE COMPANY U.S. Stock Account $ 700,876
Guaranteed Interest Account (maturities at June 30, 2002,
June 30, 2003, or June 30, 2004) 666,998
Bond & Mortgage Account 399,423
Small Company Blend Account 384,620
International Stock Account 371,210
Large Cap Stock Index 201,789
Money Market Account 4,610
Real Estate Account 4,584
INVESCO INVESCO Total Return 308,170
AMERICAN CENTURY American Century: 20th Century Ultra 1,301,209
VANGUARD Vanguard Wellington 433,930
* BARNETT INC. Barnett Inc. common stock 137,615
* PLAN PARTICIPANTS Participant loans with varying maturities and interest
rates ranging from 8.5% to 11.5% 57,671
---------
$4,972,705
=========
</TABLE>
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference of our report included in this Form 11-K, into the
Company's previously filed Registration Statement on Form S-8 File Nos.
333-23431 and 333-30485.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
December 18, 2000
<PAGE>
SIGNATURE
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,
thereunto duly authorized, in the City of Jacksonville, in the State of Florida,
on December 18, 2000.
BARNETT INC.
PROFIT SHARING AND 401(k) RETIREMENT PLAN
PAUL JANKE, TRUSTEE
By: /s/ Paul Janke
Paul Janke
Vice President
