LBI Form 11-K 2004




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 Plan year ended December 31, 2004

                                                                                                                                                             

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 15 pages.



REQUIRED INFORMATION





Financial Statements.




Exhibits:

23  Consent of KPMG LLP.



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)

June 29, 2005

         

    

          

         

  

 

 

    

By:  /S/DONALD H. NONNENKAMP

                           

Donald H. Nonnenkamp

                           

Vice President and Chief Financial Officer

                           

           

     

                

         

                           

           

     

                

         

                           

          

    

                

          

  

  

 

      

By:  /S/MARGARET L. DANLEY

                                                        

Margaret L. Danley

                            

Plan Administrator

                           

            

      

              

             

                           

            

      

              

             

                           

            

      

              

             
















LABARGE, INC. EMPLOYEES SAVINGS PLAN

Financial Statements and Schedule
December 31, 2004 and 2003
(With Report of Independent Registered Public Accounting Firm Thereon)



LABARGE, INC. EMPLOYEES SAVINGS PLAN

Table of Contents and Definitions

Page

Report of Independent Registered Public Accounting Firm

                           

1

Financial Statements:

Statements of Net Assets Available for Plan Benefits as of December 31, 2004 and 2003

                           


2

Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 2004 and 2003

                           


3

Notes to Financial Statements

                          

4

Schedule 1 – Schedule H, line 4i--Schedule of Assets (Held at End of Year), December 31, 2004

                           


10

                                                                                                                                                                                    

Definitions

Plan

        

–     LaBarge, Inc. Employees Savings Plan

Trustee/Recordkeeper

 

–     Fidelity Investments Institutional Operations Company, Inc.

ERISA

 

–     Employee Retirement Income Security Act of 1974

Company

 

–     LaBarge, Inc.

Plan Administrator

 

–     LaBarge, Inc. Plan Administration Committee



[KPMG LOGO HERE]

Report of Independent Registered Public Accounting Firm

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, 2004 and 2003, and the related statements of changes in net assets available for plan benefits for each the two years ended December 31, 2004. 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 the standards of the Public Company Accounting Oversight Board (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 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, 2004 and 2003, and the changes in net assets available for plan benefits for the two 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
April 5, 2005




LABARGE, INC. EMPLOYEES SAVINGS PLAN

Statements of Net Assets Available for Plan Benefits

December 31, 2004 and 2003

Assets

2004

2003

Investments:

                      

  

 

Registered investment company shares

$

13,181,172   

9,629,599   

Money market accounts

1,954,870   

2,105,279   

LaBarge, Inc. common stock

14,916,434   

6,566,789   

Loans to participants

767,818   

715,272   

 

 

 

 

 

Total investments

30,820,294   

19,016,939   

Receivables:

 

 

Employer contributions

36,419   

27,556   

Participant contributions

158,495   

119,957   

 

Participant loan repayments

 

29,939   

23,403   

                      

Total receivables

224,853   

170,916   

Liabilities

Accrued expenses

5,800   

17,331   

                       

Net assets available for plan benefits

$

31,039,347   

19,170,524   

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, 2004 and 2003

                                                                                              

  

2004

  

2003

Investment income:

 

Interest and dividends

$

57,921   

55,265   

Net appreciation in fair market value of investments

9,837,409   

4,948,982   

                    

Total investment income

9,895,330   

5,004,247   

Contributions:

    

Participant

3,641,885   

1,690,964   

Employer

406,430   

365,320   

                   

Total contributions

4,048,315   

2,056,284   

Deductions:

                                                                    

  

Participant distributions

(2,028,054)  

(903,632)  

Administrative expenses

(46,768)  

(46,994)  

                     

Total deductions

(2,074,822)  

(950,626)  

                     

Increase in net assets available for

                       

plan benefits

11,868,823   

6,109,905   

Net assets available for plan benefits:

    

Beginning of year

19,170,524   

13,060,619   

End of year

                       

$

31,039,347   

19,170,524   

See accompanying notes to financial statements.



LABARGE, INC. EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
December 31, 2004 and 2003

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 1 year of service and is subject to the provisions of ERISA.

The Plan changed Trustees beginning April 1, 2003. For the period covering January 1, 2003 through March 31, 2003, the Trustee was A.G. Edwards Trust Company. For the period covering April 1, 2003 through December 31, 2003 the Trustee was Fidelity Investments Institutional Operations Company, Inc. Fidelity was the Trustee for the entire 2004 plan year.

(b)        Contributions

Employees may elect to contribute, on a pre‑tax basis, the lesser of 60% of covered compensation, or $13,000, whichever is less, in 2004 in various investment funds of the Plan. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions.  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 on amounts contributed up to 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 2004 or 2003.

(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 any funds other than the LaBarge, Inc. Common Stock Fund during any business day of the year. A transfer must equal a minimum of $250 or 100% of the participant’s account balance for balances less than $250. The Trustee records these transfers in the participant’s account and reinvests the amounts to reflect these changes. Sales and exchanges of LaBarge, Inc. Common Stock can only be made on the 15th and the last day of any calendar month. 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 measured in actual shares of Labarge, Inc. Common Stock that are allocated to the participant’s account.

(d)        Vesting

Participants are immediately vested in their contributions plus any earnings thereon. Participants are fully vested with respect to a month for employer matching contribution if that participant is employed by the Company on the last day of such month. 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. The minimum loan is $1,000 and the maximum amount is the lesser of one-half of the participants vested account balance or $50,000 reduced by the highest outstanding loan balance in the participants account during the prior twelve-month period. All participant loans from plans maintained by the Employer or a Related Employer will be considered for purposes of determining the maximum amount of the participant’s loan. Up to 50% of the participant’s vested account balance may be used as collateral for any loan.

(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 month 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. Certain prior year amounts have been reclassified to conform to current year presentation.

(b)        Investments

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

*

      

LaBarge, Inc. Common Stock Fund, which shall be exclusively invested in common stock of the Company;

*

Fidelity Retirement Money Market Fund, which seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity;

*

Fidelity Mortgage Securities Fund, which seeks a high level of current income, consistent with prudent investment risk. In seeking current income, the fund may also consider the potential for capital gain;

*

Fidelity Equity-Income Fund, which seeks reasonable income. The fund will also consider the potential for capital appreciation. Seeks a yield that exceeds the yield on the securities comprising the Standard and Poor’s 500 Index;

*

Fidelity Low-priced Stock Fund, which seeks capital appreciation;

*

Fidelity Dividend Growth Fund, which seeks capital appreciation;

*

Fidelity Fifty Fund, which seeks capital appreciation;

*

Fidelity Diversified International Fund, which seeks capital growth;

*

Fidelity Select Health Care Fund, which seeks capital appreciation;

*

Fidelity Freedom Income Fund, which seeks high current income and, as a secondary objective, capital appreciation;

*

Fidelity Freedom 2000 Fund, which seeks high total return;

*

Fidelity Freedom 2010 Fund, which seeks high total return;

*

Fidelity Freedom 2015 Fund, which seeks high total return:

*

Fidelity Freedom 2020 Fund which seeks high total return;

*

Fidelity Freedom 2025 Fund, which seeks high total return;

*

Fidelity Freedom 2030 Fund, which seeks high total return;

*

Fidelity Freedom 2035 Fund, which seeks high total return;

*

Fidelity Freedom 2040 Fund, which seeks high total return;

*

PIMCO Long-term U.S. Government A Fund, which seeks to provide high current income by investing in high quality, longer-maturity bonds;

*

Oakmark Equity & Income I Fund, which seeks high current income and preservation and growth of capital;

*

Spartan U.S. Equity Index Fund, which seeks to provide investment results that correspond to the total return (i.e. the combination of capital changes and income) performance of common stocks publicly traded in the United States;

*

Ariel Appreciation Fund, which seeks to increase the value of your investment over the long term through capital appreciation; and

*

Loan Fund, which shall account for all principal and interest outstanding on loans to plan participants.

The Fidelity Funds (excluding the Retirement Money Market Fund), PIMCO, Oakmark, Spartan, and the Ariel Appreciation Funds (all invest in registered investment company shares), and the LaBarge, Inc. 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 except for annual testing fees which are paid by the Company.

(3)        Tax Status

The Plan Administrator has received a favorable determination letter dated March 15, 2005 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 not been subsequently amended.

(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 2004, the Plan purchased 28,186 shares of the Company’s common stock at fair market value at prices ranging from $5.60 to $12.20 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 2004.

The market value of the investment in the LaBarge Inc. Common Stock Fund was valued at $12.70 and $5.46 per share at December 31, 2004 and 2003, respectively.

(6)        Reconciliation of Financial Statements to Form 5500 for Administrative Expenses

                                                                        

2004 cash basis expenses per 5500

$

58,299   

Less 2003 accrued expenses

(17,331)  

Expenses incurred but not paid in 2004

5,800   

Financial statement accrual expenses

$

46,768   

(7)        Investments

Investments of the Plan are comprised of the following:

Investments that represent 5% or more of the Plan’s net assets are listed below:


                                                                                                       

December 31

                                                                                                   

  

2004

2003

Investments at fair value as determined by quoted market price:

                                                                  

 

Mutual funds:

     

PIMCO Long-term U.S. Government A Fund

1,247,311   

1,269,035   

     

Fidelity Equity-Income Fund

1,251,726   

950,006   

Fidelity Diversified International Fund

1,533,356   

1,248,663   

Fidelity Dividend Growth Fund

1,236,756   

972,821   

Spartan U.S. Equity Index Fund

3,708,807   

3,684,323   

Other

4,203,216   

1,504,750   

         

LaBarge, Inc. Common Stock Fund

14,916,434   

6,566,789   

                        

28,097,606   

16,196,387   

Investments at fair value:

 

Fidelity Retirement Money Market Fund

  

1,954,870   

2,105,280   

 

Loans to participants

767,818   

715,272   

 

 

2,722,688   

2,820,552   

Total investments

$

30,820,294   

19,016,939   


(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 in LaBarge, Inc. common stock is as:

                                                                                  

Year ended

  

December 31,

2004

LaBarge, Inc. common stock beginning of year

$

6,566,789   

Net appreciation in fair market value

8,597,541   

Employer and participant contributions

638,368   

Participant distributions

(885,766)  

Administrative expenses

(498)  

LaBarge, Inc. common stock, end of year

$

14,916,434   


                                                                                                                                                    

   

Schedule 1

LABARGE, INC. EMPLOYEES SAVINGS PLAN

Schedule H, line 4i--Schedule of Assets (Held at End of Year)

December 31, 2004

                                                          

Number of

   

                        

   

                       

   

shares

Current

Description of investments

or units

Cost

value

Money market accounts:

 

Fidelity Retirement Money Market Fund

1,954,870

$

1,954,870   

1,954,870   

Equity Mutual Funds:

 

Ariel Appreciation Fund

6,506

276,651   

310,122   

 

PIMCO Long-term U.S. Government A Fund

114,748

1,274,110   

1,247,311   

Oakmark Equity and Income I Fund

17,329

377,136   

407,223   

Fidelity Equity-Income Fund

23,716

3,010,600   

1,251,726   

Fidelity Mortgage Securities Fund

13,730

154,127   

154,328   

Fidelity Select Health Care Fund

510

64,150   

65,290   

Fidelity Low-priced Stock Fund

20,927

726,086   

842,296   

Fidelity Diversified International Fund

53,539

988,693   

1,533,356   

Fidelity Dividend Growth Fund

43,410

1,059,777   

1,236,756   

Fidelity Freedom Income Fund

2,239

24,650   

25,234   

Fidelity Freedom 2000 Fund

8,357

98,422   

100,957   

Fidelity Freedom 2010 Fund

51,863

672,744   

706,377   

Fidelity Freedom 2015 Fund

80

859   

880   

Fidelity Freedom 2020 Fund

40,667

522,196   

567,713   

Fidelity Freedom 2025 Fund

5,835

65,604   

65,819   

Fidelity Freedom 2030 Fund

29,904

382,586   

421,046   

Fidelity Freedom 2035 Fund

27

305   

311   

Fidelity Freedom 2040 Fund

20,723

153,516   

171,376   

 

Fidelity Fifty Fund

17,656

333,586   

364,244   

Spartan US Equity Index Fund

86,533

2,839,694   

3,708,807   

LaBarge Common Stock Fund:

LaBarge Inc. common stock*

1,174,522

3,010,600   

14,916,434   

Loans to participants

   

                         

767,818   

                    

Total investments

  

$

17,990,962   

30,820,294   

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

See accompanying report of independent registered public accounting firm.