Cover

 

 

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

For the fiscal year ended December 31, 2002

 

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 16 pages.

 

REQUIRED INFORMATION

Financial Statements.

Exhibits:

23 Consent of KPMG LLP.
99.1 Certification

 

 

 

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 hereunto duly authorized.

         
         
     

THE LaBARGE, INC. EMPLOYEES SAVINGS PLAN

 

(Full title of Plan)

         
       

By: /s/Donald H. Nonnenkamp

 

Donald H. Nonnenkamp

 

Vice President and Chief Financial Officer

         
       

By: /s/Margaret L. Danley

 

Margaret L. Danley

 

Plan Administrator

         

Date: June 27, 2003

 

LABARGE, INC. EMPLOYEES SAVINGS PLAN
Financial Statements and Schedule

December 31, 2002 and 2001
(With Independent Auditors' Report Thereon)

 

 

 

 

 

LABARGE, INC. EMPLOYEES SAVINGS PLAN

Table of Contents and Definitions

Page

Independent Auditors' Report

1

Financial Statements:

Statements of Net Assets Available for Plan Benefits as of December 31, 2002 and 2001

2

Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 2002 and 2001


3

Notes to Financial Statements

4

 

Schedule

 

Schedule of Assets (Held at End of Year), December 31, 2002

1

10

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

 

 

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, 2002 and 2001, 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 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 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, 2002 and 2001, and the changes in net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information in schedule 1 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 schedule has been subjected to the auditing procedures applied in the audits 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/KPMG LLP
St. Louis, Missouri
June 13, 2003

 

 

 

LABARGE, INC. EMPLOYEES SAVINGS PLAN

Statements of Net Assets Available for Plan Benefits

December 31, 2002 and 2001

2002

2001

Assets:

Investments:

Registered investment company shares

$

6,750,585   

7,824,957   

Money market accounts

2,320,552   

1,890,598   

LaBarge, Inc. common stock

3,200,185   

3,679,834   

Loans to participants

577,395   

633,266   

Total investments

12,848,717   

14,028,655   

Receivables:

Employer contributions

83,124   

88,862   

Participant contributions

113,469   

120,707   

Participant loans

20,507   

22,166   

Interest and dividends

3,074   

3,463   

Total receivables

220,174   

235,198   

Liabilities:

Accrued expenses

8,272   

9,401   

Net assets available for plan benefits

$

13,060,619   

14,254,452   

See accompanying notes to financial statements.

LABARGE, INC. EMPLOYEES SAVINGS PLAN

Statements of Changes in Net Assets Available for Plan Benefits

Years ended December 31, 2002 and 2001

2002

2001

Investment income (loss):

Interest and dividends

$

180,068   

228,295   

Net appreciation (depreciation) in fair market value of

investments

(2,140,838)  

385,131   

Total investment income (loss)

(1,960,770)  

613,426   

Participant contributions

1,593,214   

1,519,349   

Employer contributions

372,066   

372,432   

Participant distributions

(1,127,007)  

(570,878)  

Administrative expenses

(71,336)  

(49,754)  

Increase (decrease) in net assets available for

plan benefits

(1,193,833)  

1,884,575   

Net assets available for plan benefits:

Beginning of year

14,254,452   

12,369,877   

End of year

$

13,060,619   

14,254,452   

See accompanying notes to financial statements.

 

LABARGE, INC. EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
December 31, 2002 and 2001

(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. All Company matching contributions are nonparticipant directed. Specifically, the Company matching contributions are invested in LaBarge, Inc. common stock and are restricted from being transferred to other Plan funds. 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 2002 or 2001.

(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 expenses. 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.

(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 5.00% to 10.00% with final due dates through October 2006.

(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 of accounting, except benefit payments which are recorded when paid.

(b) Investments

Participants may elect to have a portion of their account balances invested in the following separate investment funds within the Plan:

The Balanced, Equity Index, Growth, Growth and Income, International Growth, and Intermediate Bond Funds (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 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.

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) Use of Estimates

Certain amounts included in the financial statements are estimated based on current 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.

(e) 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 paid by the Plan

(3) 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.

(4) 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.

(5) Related-party Transactions

On various dates during 2002, the Plan purchased 114,775 shares of the Company's common stock at fair market value at prices ranging from $2.25 to $5.75 per share for investment in the Plan's LaBarge Common Stock Fund. The Plan did not sell or redeem any of the Company's common stock during 2002.

The market value of the investment in the LaBarge Common Stock Fund was valued at $2.85 and $3.40 per share at December 31, 2002 and 2001, respectively.

(6) 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:

December 31

2002

2001

Net assets available for plan benefits per the

financial statements

$

13,060,619

14,254,452

Amounts allocated to withdrawing participants

705,900

834,421

Net assets available for plan benefits per the Form 5500

$

12,354,719

13,420,031

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:

Year ended December 31

2002

2001

Distributions to participants per the financial statements

$

1,127,007

570,878

Add amounts allocated to withdrawing participants at end

of year

705,900

834,421

Less amounts allocated to withdrawing participants at

beginning of year

834,421

610,800

Benefits paid to participants per the Form 5500

$

998,486

794,499

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.

(7) 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.

December 31

2002

2001

Investments at fair value as determined by quoted market price:

Mutual funds:

Fidelity Advisor Series II Growth Opportunity Fund Class T

$

718,848

1,015,472

Intermediate Bond Fund of America

1,341,027

744,158

Mainstay Funds Equity Index Fund Class A

1,305,125

2,259,566

EuroPacific Growth Fund Class A

947,815

1,240,712

Putnam Voyager Fund Class A

1,488,851

2,113,954

Washington Mutual Investors Fund Class A

688,449

Other

260,470

451,095

6,750,585

7,824,957

LaBarge, Inc. common stock

3,200,185

3,679,834

9,950,770

11,504,791

Investments at fair value:

Money market accounts -- Prime Obligations Fund -- A

2,320,552

1,890,598

Loans to participants

577,395

633,266

2,897,947

2,523,864

$

12,848,717

14,028,655

 

(8) Non-participant Directed Investments

Information about net assets and the significant amounts of the changes in net assets relating to the nonparticipant-directed investments is as follows for the year ended December 31, 2002:

LaBarge, Inc. common stock

$

3,200,185

Net appreciation in fair market value

$

(825,907)

Employer and participant contributions

452,116

Participant distributions

(100,581)

Administrative expenses

(5,277)

LaBarge, Inc. common stock,

beginning of year

3,679,834

LaBarge, Inc. common stock, end of year

$

3,200,185


 

Schedule 1

LABARGE, INC. EMPLOYEES SAVINGS PLAN

Schedule of Assets (Held at End of Year)

December 31, 2002

Number of

shares

Current

Description of investments

or units

Cost

value

Money market accounts:

Prime Obligations Fund -- A

2,320,552   

$

2,320,552   

2,320,552   

Equity Mutual Funds:

American Balanced Fund Inc. Income Fund

1,498   

21,958   

21,606   

Blackrock Funds

14,176   

267,866   

238,864   

EuroPacific Growth Fund Class A

41,263   

1,348,593   

947,815   

Fidelity Advisor Series II Growth Opportunity

Fund Class T

32,395   

1,253,571   

718,848   

Mainstay Funds Equity Index Fund Class A

45,207   

1,822,865   

1,305,125   

Putnam Voyager Fund Class A

117,140   

2,652,267   

1,488,851   

Washington Mutual Investors Fund Class A

29,279   

808,897   

688,449   

Fixed Income Fund:

Intermediate Bond Fund of America

96,477   

1,306,273   

1,341,027   

LaBarge Common Stock Fund:

1,122,872   

2,658,324   

3,200,185   

LaBarge Inc. common stock*

Loans to participants

--    

577,395   

577,395   

Total investments

$

15,038,561   

12,848,717   

* Represents a party-in-interest transaction allowable under ERISA regulations.

See accompanying independent auditors' report.