þ | ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Financial Statements |
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Supplemental Schedule |
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Exhibit 23 - Consent of Independent Registered Public Accounting Firm |
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EX-23 |
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/s/ BDO SEIDMAN, LLP
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Grand Rapids, Michigan |
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December 22, 2008. |
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June 30: | 2008 | 2007 | ||||||
Investments, at fair value (Notes 2 and 3) |
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Money market fund |
$ | 4,794 | $ | 10,133 | ||||
Mutual funds |
10,578,818 | 8,604,622 | ||||||
Common/collective trust |
6,280,020 | 6,757,077 | ||||||
Company common stock (Note 4) |
1,363,171 | 2,841,550 | ||||||
Participant loans |
666,220 | 508,145 | ||||||
Total investments |
18,893,023 | 18,721,527 | ||||||
Cash |
2 | 24 | ||||||
Net Assets Available for Benefits |
$ | 18,893,025 | $ | 18,721,551 | ||||
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Year ended June 30: | 2008 | 2007 | ||||||
Additions |
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Investment income: |
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Interest income from money market fund |
$ | 151 | $ | 493 | ||||
Dividend income from mutual funds and bonds |
857,173 | 344,502 | ||||||
Interest income from participant loans |
50,097 | 35,888 | ||||||
Net appreciation (depreciation) in fair value of investments (Note 3) |
(3,017,220 | ) | 847,742 | |||||
Total investment income (loss) |
(2,109,799 | ) | 1,228,625 | |||||
Contributions: |
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Participant |
2,395,411 | 2,129,044 | ||||||
Employer |
769,207 | 703,286 | ||||||
Rollovers |
115,802 | 26,814 | ||||||
Total contributions |
3,280,420 | 2,859,144 | ||||||
Total Additions |
1,170,621 | 4,087,769 | ||||||
Deductions |
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Benefits paid directly to participants |
2,202,989 | 2,914,613 | ||||||
Deemed distributions |
25,201 | 59,777 | ||||||
Corrective distributions |
522 | 3,987 | ||||||
Administrative expenses |
44,704 | 39,636 | ||||||
Total Deductions |
2,273,416 | 3,018,013 | ||||||
Net (decrease) increase |
(1,102,795 | ) | 1,069,756 | |||||
Transfer of assets (Note 8) |
1,274,269 | | ||||||
Net Assets Available for Benefits, beginning of year |
18,721,551 | 17,651,795 | ||||||
Net Assets Available for Benefits, end of year |
$ | 18,893,025 | $ | 18,721,551 | ||||
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1. | Plan Description | |
The following description of Sparton Corporation 401(k) Plan (thePlan) provides only general information. Participants should refer to the Plan Agreement or Summary Plan Description for a more complete description of the Plans provisions. | ||
General | ||
The Plan includes all eligible employees of Sparton Corporation and its wholly owned subsidiaries, Sparton Electronics Florida, Inc., Sparton Technology Inc., Spartronics, Inc., and Sparton Medical Systems, Inc. (referred to as the Company). It is a defined contribution plan covering employees of the Company who have attained the age of 20 and have completed at least six months of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | ||
Contributions | ||
Eligible employees automatically defer 2% of their compensation, unless they elect a contrary salary reduction or not to participate. Participants may contribute up to 100% of their compensation, subject to certain limitations. The Company provides matching cash contributions of 50% of the amounts contributed by each participant up to 6% of their compensation. The Company may contribute to the Plan discretionary contributions in the form of matching contributions, profit sharing contributions or qualified nonelective contributions(QNECs). | ||
Participant Accounts | ||
Each participant account is credited with the participants and the Companys contributions, as well as an allocation of Plan earnings or losses. Investment earnings and losses are credited to each participants account on a daily basis based upon the performance of the funds in that participants account. Participants direct the investment of their contributions into various investment funds offered by the Plan. The Plan currently offers various mutual funds, a common/collective trust, and common stock as investment options for participants. The benefit to which a participant is entitled is the vested benefit that can be provided from the participants account. | ||
Participant Loans | ||
Participants may borrow up to the lesser of $50,000 or 50% of their vested account balance, excluding Company stock. The loans are secured by the balance in the participants account and bear interest rates that range from 5.00% to 9.25%, which were commensurate with local prevailing rates at the time that they were originated. Loans must be repaid within five years with the exception of loans for a primary residence, which must be repaid within 15 years. Principal and interest are paid ratably through regular payroll deductions. |
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Vesting | ||
Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the remainder of their account is based upon years of credited service, becoming 100% vested after five years of credited service. | ||
Payment of Benefits | ||
In the event of normal, early, or disability retirement of a participant, termination of employment or in the event of death, the participant or beneficiary can elect to receive a lump sum payment equal to their vested account balance or maintain their account in the Plan on a tax deferred basis, if the vested account balance exceeds $5,000, until the participant reaches age 70 1/2. | ||
If a participant elects to receive a distribution of their vested account balance upon termination of employment for any reason other than retirement, death or termination of the Plan, the participant will receive a lump sum payment. Under certain hardship conditions, a participant may be allowed to withdraw all or a portion of their contributions. | ||
Forfeitures | ||
Forfeitures consist of the nonvested portions of terminated participants accounts. If a participant was subsequently rehired prior to five one-year consecutive breaks in service, forfeitures may be reinstated to the participants account. Forfeitures are held by the Plan and become available immediately to pay administrative fees related to the Plan. Forfeitures used to pay Plan expenses were $21,937 and $18,034 for the plan years ended June 30, 2008 and 2007, respectively. The unused forfeiture balance amounted to $4,794 and $10,133 at June 30, 2008 and 2007, respectively. | ||
Administrative Fees | ||
The Company pays certain administrative costs of the Plan, that are not covered by forfeitures, associated with any professional services provided to the Plan, and the cost of communications to the participants. Administrative expenses recorded in the Plan represent trustee fees and record keeping fees paid directly from the Plan to the Plans trustee. Loan fees are deducted directly from the participants accounts. | ||
2. | Summary of Significant Accounting Policies | |
Basis of Accounting | ||
The accompanying financial statements have been prepared under the accrual method of accounting. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
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3. | Investments | |
Investments representing five percent or more of net assets available for benefits are as follows: |
June 30: | 2008 | 2007 | ||||||
Common / collective trust |
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SunTrust Stable Asset Fund |
$ | 6,280,020 | $ | 6,757,077 | ||||
Mutual funds |
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Dreyfus Premier New Leaders Fund |
1,044,654 | 1,056,948 | ||||||
Vanguard 500 Index Signal |
1,193,030 | * | ||||||
Vanguard 500 Index Fund |
* | 1,300,202 | ||||||
Putnam International Equity Fund |
1,397,065 | 1,632,142 | ||||||
T. Rowe Price Mid-Cap Value Fund |
1,118,821 | 1,071,864 | ||||||
T. Rowe Price Retirement 2040 Fund |
1,810,785 | * | ||||||
T. Rowe Price Retirement 2010 Fund |
982,222 | * | ||||||
T. Rowe Price Retirement 2030 Fund |
857,286 | * | ||||||
Common stock |
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Sparton Corporation Common Stock |
1,363,171 | 2,841,550 | ||||||
* | Below 5% of net assets available for benefits. |
The Plans investments (including investments purchased, sold and held during year) appreciated (depreciated) in fair value as determined by quoted market prices as follows: |
Year ended June 30: | 2008 | 2007 | ||||||
Common/collective trust |
$ | 255,970 | $ | 326,168 | ||||
Mutual funds |
(2,167,812 | ) | 862,252 | |||||
Company common stock |
(1,105,378 | ) | (340,678 | ) | ||||
$ | (3,017,220 | ) | $ | 847,742 | ||||
4. | Non-participant Directed Investment | |
Prior to July 1, 2007, employer contributions were directed to the investment of Company common stock, which investment could not be redirected. No employee contributions could be invested in such shares. Effective July 1, 2007, with respect to employer matching contributions the Company allowed employer stock diversification of up to 33% in 2007, up to 66% in 2008, and 100% diversification in 2009. Participants who are age 55 or older with three years of credited service may diversify up to 100% of their matching contributions. At the election of the participant, both employee and employer contributions may be invested in any of the available investment options under the Plan, which election options now include the Companys common stock. However, an employees total investment in Common stock is subject to a 20% limitation of the total value of the employees fund balance. |
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Information about the net assets and the significant components of changes in net assets related to the non-participant directed investments for fiscal 2007 is as follows: |
June 30: | 2007 | |||
Company common stock |
$ | 2,841,550 |
Year ended June 30: | 2007 | |||
Company contributions |
$ | 703,286 | ||
Net appreciation (depreciation) in fair value of Company common stock |
(340,678 | ) | ||
Redemptions |
(334,000 | ) | ||
Net Change In Non-Participant Directed Investment |
$ | 28,608 | ||
5. | Plan Termination | |
Although it has not expressed any intent to do so, the Company has the right to discontinue its contributions at any time and to terminate or partially terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, participants become 100% vested in their Company contribution account. | ||
6. | Income Tax Status | |
The Internal Revenue Service has determined in a letter dated December 4, 2003 that the Plan was in compliance with the applicable requirements of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter, including amendments made to comply with recent law changes. However, the Plan Administrator and trustee believe that the Plan is designed, and is currently being operated, in compliance with the applicable provisions of the IRC. | ||
7. | Related Party Transactions | |
The Plan invests in certain investments managed by SunTrust Bank, the trustee, and as such, these investments are considered party-in-interest transactions. Fees paid to SunTrust totaled $44,704 and $39,636 for the years ended June 30, 2008 and 2007, respectively. | ||
8. | Plan Transfer | |
During the year ended June 30, 2007, employees of Sparton Medical Systems, Inc. (formerly Astro Instrumentation, Inc.), the Companys wholly owned subsidiary acquired in May 2006, were not eligible to participate in the Plan. However, as of July 1, 2007, the Plan was amended so that employees of Sparton Medical Systems, Inc. became eligible to participate in the Plan. As a result, total assets of $1,274,269 from the Astro Instrumentation, Inc. 401(k) Plan were transferred into the Plan in July 2007. | ||
9. | Subsequent Event | |
Subsequent to year-end, the credit and liquidity crisis in the United States and throughout the global financial system triggered significant events and substantial volatility in world financial markets and the banking system that have had a significant negative impact on foreign and domestic financial markets. As a result, the Plans investment portfolio has incurred a significant decline in fair value since June 30, 2008. However, because the values of the Plans individual investments have and will fluctuate in response to changing market conditions, the amount of losses that will be recognized in subsequent periods, if any, cannot be determined. |
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EIN: 38-1054690 | ||
June 30, 2008 | Plan Number: 002 |
Description of Investment, | ||||||||||||||||
Including Maturity Date, | ||||||||||||||||
Identity of Issuer, Borrower, | Rate of Interest, Collateral, | |||||||||||||||
Lessor or Similar Party | Par or Maturity Value | Cost | Current Value | |||||||||||||
(a) | (b) | (c) | (d) | (e) | ||||||||||||
Money market fund |
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* | STI Classic Print Quality Money Market Fund |
4,794 shares | * | * | $ | 4,794 | ||||||||||
Common/collective trust |
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* | SunTrust Stable Asset Fund |
156,907 shares | * | * | 6,280,020 | |||||||||||
Mutual funds
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Putnam International Equity Fund |
56,607 shares | * | * | 1,397,065 | ||||||||||||
Vanguard 500 Index Signal |
12,258 shares | * | * | 1,193,030 | ||||||||||||
T. Rowe Price Mid-Cap Value Fund |
55,033 shares | * | * | 1,118,821 | ||||||||||||
Dreyfus Premier New Leaders Fund |
29,485 shares | * | * | 1,044,654 | ||||||||||||
Goldman Sachs Large Cap Value |
57,350 shares | * | * | 738,666 | ||||||||||||
MFS Massachusetts Investors Growth Fund |
35,627 shares | * | * | 495,217 | ||||||||||||
MFS Research Bond Fund |
51,879 shares | * | * | 499,591 | ||||||||||||
T. Rowe Price Retirement 2010 Fund |
65,394 shares | * | * | 982,222 | ||||||||||||
T. Rowe Price Retirement 2020 Fund |
112,262 shares | * | * | 1,810,785 | ||||||||||||
T. Rowe Price Retirement 2030 Fund |
50,075 shares | * | * | 857,286 | ||||||||||||
T. Rowe Price Retirement 2040 Fund |
25,638 shares | * | * | 441,481 | ||||||||||||
Total mutual funds |
10,578,818 | |||||||||||||||
* | Sparton Corporation common stock |
324,564 shares | * | * | 1,363,171 | |||||||||||
* | Participant loans |
Interest rates (5.00% to 9.25%) | ||||||||||||||
with various maturity dates | 666,220 | |||||||||||||||
Total Investments |
$ | 18,893,023 | ||||||||||||||
* | A party-in-interest as defined by ERISA | |
** | The cost of participant-directed investments is not required to be disclosed |
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SPARTON CORPORATION 401(k) PLAN | ||||
/s/ RICHARD L. LANGLEY | ||||
Richard L. Langley, President, on behalf of the | ||||
Plan Administrative Committee, the Plans Named | ||||
Administrator and Fiduciary | ||||
December 22, 2008 |
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