þ | Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No Fee Required) |
o | Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No Fee Required) |
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10 |
2006 | 2005 | |||||||
Assets: |
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Investments at fair value: |
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Investments held by Trustee |
$ | 32,805,167 | $ | 29,099,198 | ||||
Participant loans |
1,605,075 | 1,453,794 | ||||||
Net assets available for benefits, at fair value |
34,410,242 | 30,552,992 | ||||||
Adjustment from fair value to contract value for
fully-responsive investment contracts |
119,138 | | ||||||
Net assets available for benefits, at contract value |
$ | 34,529,380 | $ | 30,552,992 | ||||
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Additions to net assets attributed to: |
||||
Employee contributions |
$ | 2,566,005 | ||
Employer matching contributions |
230,590 | |||
Employer discretionary contributions |
370,281 | |||
Employee rollover contributions |
223,756 | |||
Contributions transferred-in |
205,466 | |||
Investment income (loss): |
||||
Interest and dividends |
363,111 | |||
Net appreciation in fair value of investments |
3,067,888 | |||
Net additions |
7,027,097 | |||
Deductions from net assets attributed to: |
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Administravie expenses |
(21,250 | ) | ||
Benefits paid and withdrawals |
(3,029,459 | ) | ||
Total deductions |
(3,050,709 | ) | ||
Net increase |
3,976,388 | |||
Net assets available for benefits at beginning of year |
30,552,992 | |||
Net assets availabe for benefits at end of year |
$ | 34,529,380 | ||
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1. | Description of the Plan | |
The following description of the Ennis, Inc. (the Company) 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plans provisions. |
(a) | General | ||
The Plan was formed February 1, 1994, and is a defined contribution plan covering substantially all employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, (ERISA) and the Internal Revenue Code (IRC). In addition, the financial statements have been prepared in compliance with ERISA. | |||
(b) | Eligibility | ||
Employees age 18 and older of the Company are eligible to participate in the Plan after completing 60 days of service, as defined by the Plan. | |||
(c) | Contributions | ||
Participants may make voluntary contributions to the Plan ranging from 1% to 100% of eligible pay subject to the Internal Revenue Service (IRS) annual limitations. The Plan allows rollovers of distributions from other qualified plans. The Plan provides for up to 50% employer matching contributions, not to exceed $1,500 or 3% of the employees salary, or discretionary employer contributions for certain employees not enrolled in the Pension Plan for employees of the Company. Eligibility for employer contributions depends on the participants employment location. | |||
As of January 1, 2006, the Plan was amended in order to automatically enroll all new participants into the Plan at a 2% deferral rate. | |||
During 2006, the Company declared a profit sharing contribution of $370,281 on behalf of the former employees of Northstar Computer Forms, Inc. in accordance with its original plan. The Northstar Computer Forms, Inc. 401(k) Profit Sharing Plan was merged into the Plan on February 1, 2001. | |||
(d) | Participant Accounts | ||
Each participants account is credited with the participants contribution, any employer contributions, and the allocation of the Plan earnings. Allocations are based on participant earnings or account balances, as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participants interest in his or her account. | |||
(e) | Vesting | ||
Participants are immediately vested in their contributions plus actual earnings thereon. Qualified employer-matching and profit sharing contributions vest over a period ranging from zero to seven years. |
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1. | Description of the Plan Continued |
(f) | Loans | ||
Under provisions of the Plan, participants may borrow up to 50% of their total vested account balance up to a maximum of $50,000. Loan repayments are made in equal installments through payroll deductions generally over a term not to exceed five years. All loans are considered a directed investment from the participants Plan account with all payments of principal and interest credited to the participants account. A maximum number of two outstanding loans are allowed per individual. The minimum loan is $1,000 and there is a $75 set-up fee payable for each loan. The interest rate is determined based on the prime rate as determined by the Plans trustee plus 2%. |
2. | Summary of Significant Accounting Policies |
(a) | Basis of Accounting | ||
The accompanying financial statements have been prepared on the modified cash basis of accounting and present the net assets available for benefits and changes in those net assets. Consequently, certain additions and the related assets are recognized when received rather than when earned and certain deductions are recognized when paid rather than when the obligation is incurred. Investments are adjusted to fair value for presentation in the accompanying financial statements. Purchases and sales are recorded on a trade-date basis. The modified cash basis of accounting is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America. | |||
(b) | New Accounting Pronouncements | ||
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP). The FSP defines the circumstances in which an investment contract is considered fully benefit responsive and provides certain reporting and disclosure requirements for fully benefit responsive investment contracts in defined contribution health and welfare and pension plans. The financial statement presentation and disclosure provisions of the FSP are effective for financial statements issued for annual periods ending after December 15, 2006 and are required to be applied retroactively to all prior periods presented for comparative purposes. The Plan has adopted the provisions of the FSP at December 31, 2006. | |||
As required by the FSP, investments in the accompanying Statements of Net Assets Available for Benefits include fully benefit responsive investment contracts recognized at fair value. The FSP requires fully benefit responsive investment contracts to be reported at fair value in the Plans Statements of Net Assets Available for Benefits with a corresponding adjustment to reflect these investments at contract value. The requirements of the FSP have been applied retroactively to the Statement of Net Assets Available for Benefits as of December 31, 2005, presented for comparative purposes. Adoption of the FSP had no effect on the Statement of Changes in Net Assets Available for Benefits for any period presented. |
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2. | Summary of Significant Accounting Policies Continued |
(c) | Use of Estimates | ||
The preparation of financial statements in conformity with the modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions to net assets available for benefits during the reporting period. Actual results could differ from those estimates. | |||
(d) | Investments Valuation and Income Recognition | ||
The Plan provides for investments in a guaranteed investment contract (GIC) and pooled-separate accounts. As discussed in Note 2 above, in 2006, the Plan adopted the FSP. Generally, contract value of the ING Fixed Account is equal to participant deposits minus participant withdrawals plus credited interest. Interest credited is net of expenses. Contract value may be subject to adjustments in connection with contractholder directed withdrawals that are subject to a market value adjustment. Under limited circumstances (certain in-service participant withdrawals) contract value may be adjusted as a result of a market value adjustment. The fair value of the ING Fixed Account is calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations. Investments in pooled separate accounts are reported to the Plan by ING Life Insurance and Annuity Company (ILIAC), which represents fair value. The pooled separate accounts include a company stock fund which is invested in Ennis, Inc. common stock and is valued by ILIAC based on the quoted market price on the last business day of the year. | |||
Loans to participants are valued at their outstanding balances, which approximate fair value. | |||
(e) | Benefits paid to Participants | ||
Benefits paid to participants are recorded as a reduction of net assets available for benefits when paid. For all employees who have terminated with an account balance between $1,000 and $5,000, the Plan Administrator has the right to automatically rollover the balance to an individual retirement plan designated by the Administrator, at the expense of the Plan. |
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3. | Investments | |
Participants may direct the allocation of amounts deferred to the available investment funds. Provisions of the Plan allow participant contributions in 5% increments to be vested in any of the available funds. | ||
The Plans investments, at fair value, at December 31, 2006 and 2005 were comprised of the following: |
2006 | 2005 | |||||||||
Employer Stock Fund |
$ | 2,467,757 | * | Employer Stock Fund | $ | 2,222,172 | * | |||
ING Oppendhimer Glob Port (Adv) |
1,722,045 | ING Oppendhimer Glob Port (Adv) | 1,209,972 | |||||||
ING VP Index Plus MidCap Port (I) |
4,113,825 | * | ING VP Index Plus MidCap Port (I) | 3,933,542 | * | |||||
Lord Abbett Sm-Cap Value Fund (A) |
585,772 | Lord Abbett Sm-Cap Value Fund (A) | 256,325 | |||||||
T. Rowe Price Mid-Cap Val Fd (R) |
414,887 | T. Rowe Price Mid-Cap Val Fd (R) | 64,732 | |||||||
UBS U.S. Small Cap Growth Fund (A) |
837,494 | UBS U.S. Small Cap Growth Fund (A) | 763,365 | |||||||
Fidelity VIP Contrafund Port-I |
4,925,068 | * | Fedelity VIP Contrafund Port-I | 4,705,514 | * | |||||
The Growth Fund of America (R3) |
1,535,976 | The Growth Fund of America (R3) | 1,289,400 | |||||||
VVIF-Diversified Value Portfolio |
1,362,091 | VVIF-Diversified Value Portfolio | 1,078,309 | |||||||
American Balanced Fund (R-3) |
216,997 | American Balanced Fund (R-3) | 96,588 | |||||||
The Income Fund of America (R3) |
2,416,333 | * | The Income Fund of America (R3) | 1,872,817 | * | |||||
ING Solution 2015 Port-Adv |
449,426 | ING VP Strategic Alloc Bal Port (I) | 787,193 | |||||||
ING Solution 2025 Port-Adv |
853,839 | ING VP Strategic Alloc Gr Port (I) | 2,038,790 | * | ||||||
ING Solution 2035 Port-Adv |
2,170,475 | ING VP Strategic Alloc Inc Port (I) | 341,714 | |||||||
ING Solution 2045 Port-Adv |
5,630 | ING PIMCO Total Return Port. (Init) | 1,277,576 | |||||||
ING Solution Income Port-Adv |
17 | ING Fixed Account | 7,161,189 | * | ||||||
ING PIMCO Total Return Port. (Init) |
1,307,715 | Participant Loans | 1,453,794 | |||||||
ING Fixed Account |
7,538,958 | * | ||||||||
Participant Loans |
1,605,075 | Total investments | $ | 30,552,992 | ||||||
Total investments |
$ | 34,529,380 | ||||||||
* | Represents 5% or more of the net assets available for benefits. |
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4. | Investments in Insurance Contracts | |
As of December 31, 2006, the Plan maintained one GIC related investment option, the ING Fixed Account. The contract underlying this investment option is considered to be fully benefit responsive in accordance with the FSP. As of December 31, 2006 and 2005, the contract value of the investment in the ING Fixed Account is $7,538,958 and $7,161,189, respectively. | ||
The average yields for the contract for the years ended December 31, 2006 and 2005, were 3.65% and 3.40%, respectively. The crediting interest rates for the contract as of December 31, 2006 and 2005, were 3.65% and 3.40%, respectively. The minimum crediting interest rates for the contract for the years ended December 31, 2006 and 2005, were 3.30% and 3.10%, respectively. The custodian guarantees the credited rate will never fall below the lifetime guaranteed minimum of 3.00%. | ||
ILIACs determination of credited interest rates reflects a number of factors, including mortality and expense risks, interest rate guarantees, the investment income earned on invested assets and the amortization of any capital gains and/or losses realized on the sale of invested assets. A market value adjustment may apply to amounts withdrawn at the request of the contractholder. | ||
The underlying contract has no restrictions on the use of Plan assets and there are no valuation reserves recorded to adjust contract amounts. | ||
Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (i) amendments to the Plan documents (including complete or partial Plan termination or merger with another plan) (ii) changes to the Plans prohibition on competing investment options or deletion of equity wash provisions; or (iii) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The Plan Administrator does not believe that the occurrence of any such value event, which would limit the Plans ability to transact at contract value with participants, is probable. | ||
The Fixed Account does not permit ILIAC to terminate the agreement prior to the scheduled maturity date. | ||
5. | Plan Termination | |
Although the Company has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. | ||
6. | Tax Status of Plan | |
The Plan has obtained its latest determination letter dated September 27, 2002, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. Amendments have subsequently been made to the Plan; however, the Plans administrator and management believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plans financial statements. |
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7. | Plan Merger | |
On January 1, 2006, the Alstyle Apparel Employee Profit Sharing Plan was merged into the Plan. From that point forward, the changes in net assets are included in the Plans statement of changes in net assets available for benefits. There was $205,466 transferred into the Plan. | ||
8. | Subsequent Event | |
Effective April 23, 2007, the Block Graphics, Inc. 401(k) Plan adopted the Plan and all of its investments were transferred to the Plan. The Company anticipates all the investments of the Specialized Printed Forms 401(k) Plan will be transferred to the Plan effective June 30, 2007. |
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(c) Description of investments | ||||||||||
(b) Identity of issuer, borrower, | including maturity date, rate of interest | (e) | ||||||||
(a) | lessor or similar party | collateral, par, or maturity value | Current value | |||||||
* |
ING Life Insurance and Annuity Company (ILIAC) | Ennis Business Forms, Inc. Common Stock Fund | $ | 2,467,757 | ||||||
* |
ING Life Insurance and Annuity Company (ILIAC) | ING Oppendhimer Glob Port(Adv) | 1,722,045 | |||||||
* |
ING Life Insurance and Annuity Company (ILIAC) | ING VP Index Plus MidCap Port (I) | 4,113,825 | |||||||
Lord, Abbett & Co, LLC | Lord Abbett Sm-Cap Value Fund (A) | 585,772 | ||||||||
T. Rowe Price Associates, Inc. | T. Rowe Price Mid-Cap Val Fd (R) | 414,887 | ||||||||
UBS Global Asset Management (Americas) Inc. | UBS U.S. Small Cap Growth Fund (A) | 837,494 | ||||||||
Fidelity Management & Research Company (FMR) | Fidelity VIP Contrafund Port-I | 4,925,068 | ||||||||
Capital Research and Management Company | The Growth Fund of America (R3) | 1,535,976 | ||||||||
Barrow, Hanley, Mewhinney & Strauss, Inc. | VVIF-Diversified Value Portfolio | 1,362,091 | ||||||||
Capital Research and Management Company | American Balanced Fund (R-3) | 216,997 | ||||||||
Capital Research and Management Company | The Income Fund of America (R3) | 2,416,333 | ||||||||
* |
ING Life Insurance and Annuity Company (ILIAC) | ING Solution 2015 Port-Adv | 449,426 | |||||||
* |
ING Life Insurance and Annuity Company (ILIAC) | ING Solution 2025 Port-Adv | 853,839 | |||||||
* |
ING Life Insurance and Annuity Company (ILIAC) | ING Solution 2035 Port-Adv | 2,170,475 | |||||||
* |
ING Life Insurance and Annuity Company (ILIAC) | ING Solution 2045 Port-Adv | 5,630 | |||||||
* |
ING Life Insurance and Annuity Company (ILIAC) | ING Solution Income Port-Adv | 17 | |||||||
Pacific Investment Management Company LLC (PIMCO) | ING PIMCO Total Return Port. (Init) | 1,307,715 | ||||||||
* |
ING Life Insurance and Annuity Company (ILIAC) | ING Fixed Account | ** | 7,538,958 | ||||||
* |
Participant loans | Loans with interest rates ranging from 6.00% to 11.50% | 1,605,075 | |||||||
Total investments | $ | 34,529,380 | ||||||||
* | Indicates party-in interest to the Plan. | ||
** | Stated at contract value | ||
Column (d) cost is not required since all investments are directed by participants. |
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ENNIS, INC. 401(k) PLAN | ||||
Date: June 29, 2007
|
/s/ Richard L. Travis, Jr. | |||
Richard L. Travis, Jr. | ||||
Vice President Finance and CFO, | ||||
Secretary, Principal Financial and | ||||
Accounting Officer | ||||
Ennis, Inc. |