<PAGE> 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, 1999
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
===============================================================================
<PAGE> 2
FINANCIAL STATEMENTS, SCHEDULES
AND REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
REPTRON ELECTRONICS, INC.
401(k) RETIREMENT SAVINGS PLAN
DECEMBER 31, 1999 and 1998
<PAGE> 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 SCHEDULES
Schedule I - Assets Held For Investment Purposes 10
Schedule II - Reportable Transactions 11
<PAGE> 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, 1999 and 1998, 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, 1999 and 1998, 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 schedules of Assets
Held for Investment Purposes as of December 31, 1999 and Reportable
Transactions for the year ended December 31, 1999 are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are 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 schedules have been
subjected to the auditing procedures applied in the audit 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/ GRANT THORNTON LLP
Tampa, Florida
April 14, 2000
<PAGE> 5
REPTRON ELECTRONICS, INC.
401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
---------------------------
1999 1998
----------- ----------
Cash $ 40,068 $ --
Investments, at fair value 11,768,131 8,373,777
Receivables:
Participants' contributions 34,747 46,637
Employer contributions 3,475 4,661
Participant loans 206,452 167,253
----------- ----------
Total receivables 244,674 218,551
----------- ----------
Net assets available for benefits $12,052,873 $8,592,328
=========== ==========
The accompanying notes are an integral part of these statements.
2
<PAGE> 6
REPTRON ELECTRONICS, INC.
401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------
1999 1998
------------ -----------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value of investments $ 2,876,365 $(2,314,655)
Interest and dividends 530,100 366,106
------------ -----------
3,406,465 (1,948,549)
------------ -----------
Contributions:
Participants' 1,081,132 1,059,420
Rollovers 259,660 5,450,924
Employer's 107,930 121,024
------------ -----------
1,448,722 6,631,368
------------ -----------
Total additions 4,855,187 4,682,819
Deductions from net assets attributed to:
Benefits paid to participants 1,394,642 774,780
------------ -----------
Net increase 3,460,545 3,908,039
Net assets available for benefits:
Beginning of year 8,592,328 4,684,289
------------ -----------
End of year 12,052,873 $ 8,592,328
============ ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 7
REPTRON ELECTRONICS, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
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
full-time employees of the Company who have completed six months of
service and are age twenty-one or older. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
2. Contributions. Each year participants may contribute up to 15 percent
of pre-tax annual compensation, as defined. 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. The
Company's match is based on a percentage of the participant's
contribution. The Company's matching percentage was 10% for 1999 and
1998.
3. Participant Accounts. Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's
contribution, (b) Plan earnings, and 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 100 percent
vested after five years of credited service.
Vesting
Years of Service Percentage
---------------- ----------
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 100%
4
<PAGE> 8
REPTRON ELECTRONICS, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE A - DESCRIPTION OF PLAN - CONTINUED
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 other reasons, 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 $3,500 a single lump sum payment is required.
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 generally accepted
accounting principles 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.
5
<PAGE> 9
REPTRON ELECTRONICS, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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.
Insurance contracts are carried at cost, which is guaranteed by the insurance
company. Cost represents amounts contributed plus credited interest as
determined by the insurance company.
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.
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.
6
<PAGE> 10
REPTRON ELECTRONICS, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE C - INVESTMENTS - CONTINUED
December 31,
-------------------------
1999 1998
----------- ----------
Managed Allocation Fund $ 783,105 $ 753,148
Equity Select Fund 1,419,295 1,129,825
International Fund 695,768 531,533
New Dimensions Fund 2,884,098 2,351,679
Guaranteed Retirement Fund 438,491 447,605
Reptron Stock Fund 4,763,293 2,512,151
Aggregate of investments that represent less than
5 percent of the Plan's net assets 784,086 647,836
----------- ----------
$11,768,131 $8,373,777
=========== ==========
NOTE D - INVESTMENT CONTRACT WITH INSURANCE COMPANY
In 1993, the Plan entered into an investment contract with IDS Life Insurance
Company (IDS Life) referred to as the Guaranteed Retirement Fund Contract. The
contract is included in the financial statements at contract value, which
approximates fair value as reported to the Plan by IDS Life for the years ended
December 31, 1999 and 1998.
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.
NOTE F - NET ASSETS AVAILABLE FOR BENEFITS
American Express Trust Company (American Express Trust) held the assets during
1999 and 1998, for the purpose of administration of investments and record
keeping. The agreement with American Express Trust provides for the investments
and contributions to be self-directed by the participants and accounted for in
separate funds.
7
<PAGE> 11
REPTRON ELECTRONICS, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE G - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT
Effective September 15, 1999, Statement of Position 99-3, Accounting for and
Reporting of Certain Defined Contribution Plan Investments and Other Disclosure
Matters (SOP 99-3) was issued. The Company has adopted the provisions of SOP
99-3 effective January 1, 1999. Accordingly, the financial statements presented
herein have been modified to conform to SOP 99-3. This statement allows for
elimination of participant-directed investments by general type for each fund
in the notes of the financial statements as well as the descriptions for each
investment fund option. Participants should refer to the Reptron Electronics,
Inc. 401(k) Plan Summary Plan Description and other plan materials for more
complete information on investment fund options.
NOTE H - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of the financial statements to Form 5500 for
1998:
<TABLE>
<CAPTION>
<S> <C>
Net assets available for benefits per the financial statements $ 8,592,328
Contributions receivable (51,298)
Dividends receivable, included in investments --
Due to employer --
Due to participants --
Investment income receivable at December 31, 1998 (39,884)
-----------
Net assets available for benefits per Form 5500 $ 8,501,146
===========
Total additions to net assets available for benefits per the
financial statements $ 4,682,819
Contributions receivable at December 31, 1998 (41,234)
(Increase) decrease in return of excess deferrals (15,097)
Participant loan receivable (3,635)
Other (1,237)
-----------
Total additions to net assets available for benefits per Form 5500 $ 4,621,616
===========
Total deductions to net assets available for benefits per the
financial statements $ 774,780
Loan repayments (9,084)
Other 2,962
-----------
Total deductions to net assets available for benefits per Form 5500 $ 768,658
===========
</TABLE>
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.
8
<PAGE> 12
REPTRON ELECTRONICS, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE I - SUBSEQUENT EVENT
The Company transferred all plan assets to Merrill Lynch (new Trustee)
effective January 3, 2000. All plan assets were transferred to Merrill Lynch
funds that have similar characteristics to those of the former American Express
funds.
9
<PAGE> 13
SUPPLEMENTAL SCHEDULES
<PAGE> 14
REPTRON ELECTRONICS, INC.
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE I
ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999
Principal
Amount of Current
Shares Description Value
--------- ----------- -----------
30,807 AXP Selective Fund $ 260,941
74,157 AXP Managed Allocation Fund 783,105
77,684 AXP Equity Select Fund 1,419,295
80,539 AXP New Dimensions Fund 2,884,098
42,087 AXP Blue Chip Advantage Fund 523,145
48,928 AXP International Fund 695,763
418,005 Guaranteed Retirement Fund 438,491
*1,284,253 Reptron Electronics, Inc. Stock Fund 4,763,293
-----------
11,768,131
Participant Loans, at varying rates and maturities 206,452
-----------
$11,974,583
===========
* Represents shares in the Reptron Stock Fund, not the number of Reptron
Electronics, Inc. common shares.
10
<PAGE> 15
REPTRON ELECTRONICS, INC.
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE II
REPORTABLE TRANSACTIONS
December 31, 1999
Single or Series of Transactions in Excess of 5 percent of the Current Value of
Plan Assets from January 1, 1999 through December 31, 1999:
<TABLE>
<CAPTION>
Number of Current value
Transactions of asset on
Identity ----------------------- Cost of transaction Net gain
of Party Involved Description of Asset Purchases Sales Asset date or (loss)
----------------- -------------------- --------- ----- -------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
TYPE I - SINGLE TRANSACTIONS IN EXCESS OF 5%
American Express Trust Equity Select Fund (A) 1 $ 985,666 $1,070,265 $ 84,599
Equity Select Fund (Y) 1 1,070,265 1,070,265
American Express Trust International Fund (A) 1 465,698 510,035 44,337
International Fund (Y) 1 510,035 510,035
American Express Trust Managed allocation Fund (A) 1 780,398 724,361 (56,037)
Managed allocation Fund (Y) 1 724,361 724,361
American Express Trust New Dimensions Fund (A) 1 1,824,597 2,472,146 647,549
New Dimensions Fund (Y) 1 2,472,146 2,472,146
TYPE II - SERIES OF TRANSACTIONS IN EXCESS OF 5%
American Express Trust Equity Select Fund (A) 11 60,227 60,227
Equity Select Fund (A) 19 1,172,166 1,076,891 (95,275)
Equity Select Fund (Y) 32 1,337,987 1,337,987
Equity Select Fund (Y) 48 194,179 177,981 (16,198)
American Express Trust International Fund (A) 8 22,469 22,469
International Fund (A) 19 557,602 507,864 (49,738)
International Fund (Y) 29 689,171 689,171
International Fund (Y) 45 117,397 104,732 (12,665)
American Express Trust Managed allocation Fund (A) 10 40,832 40,832
Managed allocation Fund (A) 19 796,665 860,580 63,915
Managed allocation Fund (Y) 29 894,457 894,457
Managed allocation Fund (Y) 38 116,080 111,824 (4,256)
American Express Trust New Dimensions Fund (A) 14 187,891 187,891
New Dimensions Fund (A) 21 2,670,129 1,956,717 (713,412)
New Dimensions Fund (Y) 39 3,033,701 3,033,701
New Dimensions Fund (Y) 51 565,353 528,479 (36,874)
American Express Trust Selective Fund (Y) 50 356,951 356,951
Selective Fund (Y) 27 75,050 78,648 3,598
American Express Trust Blue Chip Advantage Fund (A) 11 55,312 55,312
Blue Chip Advantage Fund (A) 10 412,460 361,937 (50,523)
Blue Chip Advantage Fund (Y) 41 626,157 626,157
Blue Chip Advantage Fund (Y) 29 120,965 116,512 (4,453)
American Express Trust Guaranteed Retirement Fund 80 256,610 256,610
Guaranteed Retirement Fund 69 255,203 255,203 -
American Express Trust Money Market I 73 372,381 372,381
Money Market I 55 369,680 369,680 -
</TABLE>
11
<PAGE> 16
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 28, 2000
12
<PAGE> 17
EXHIBIT INDEX
FILED AS PART OF THIS ANNUAL REPORT ON FORM 11-K
EXHIBIT NO. DESCRIPTION
23.1 Consent of Grant Thornton LLP
13
