FORM 11-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(MARK ONE)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Calendar year ended December 31, 2003
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-5807
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A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Ennis, Inc. 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Ennis, Inc.
2441 Presidential Parkway
Midlothian, TX 76065
ENNIS, INC. 401(k) PLAN
Financial Statements and Supplemental Schedule
(Modified Cash Basis)
December 31, 2003 and 2002
ENNIS, INC. 401(k) PLAN
Table of Contents
Page
Report of Independent Certified Public Accountants 1
Statements of Net Assets Available for Benefits
(Modified Cash Basis) at December 31, 2003 and 2002 2
Statement of Changes in Net Assets Available for
Benefits (Modified Cash Basis)year ended
December 31, 2003 3
Notes to Financial Statements (Modified Cash Basis) 4 - 7
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End
of Year) (Modified Cash Basis) 8
Report of Independent Certified Public Accountants
To the Participants and Administrator
Ennis, Inc. 401(k) Plan
We have audited the accompanying statements of net assets
available for benefits (modified cash basis) of the Ennis
Business Forms, Inc. 401(k) Plan (the "Plan") as of December 31,
2003 and 2002, and the related statement of changes in net assets
available for benefits (modified cash basis) for the year ended
December 31, 2003. 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 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
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
As described in Note 2, the financial statements and supplemental
schedule were prepared on a modified cash basis of accounting,
which is a comprehensive basis of accounting other than
U.S. generally accepted accounting principles.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits (modified cash basis) of the Ennis
Business Forms, Inc. 401(k) Plan as of December 31, 2003 and
2002, and the changes in net assets available for benefits
(modified cash basis) for the year ended December 31, 2003 in
conformity with the modified cash basis of accounting described
in Note 2.
Our audit was performed for the purpose of forming an opinion on
the financial statements taken as a whole. The accompanying
supplemental schedule of assets (held at end of year) (modified
cash basis) as of December 31, 2003, is presented for purposes of
additional analysis and is not a required part of the financial
statements but is 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 schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected
to the auditing procedures applied in our audit of the 2003
financial statements and, in our opinion, is fairly stated in all
material respects in relation to the 2003 financial statements
taken as a whole.
/s/ Travis, Wolff & Company, L.L.P.
Dallas, Texas
June 2, 2004
1
ENNIS, INC. 401(k) PLAN
Statements of Net Assets Available for Benefits
(Modified Cash Basis)
December 31, 2003 and 2002
2003 2002
---- ----
Assets:
Investments, at fair value
Investments held by Trustee $ 21,497,246 $ 13,080,750
Participant loans 1,052,044 620,122
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Net assets available for
benefits $ 22,549,290 $ 13,700,872
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See accompanying notes.
2
ENNIS, INC. 401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
(Modified Cash Basis)
Year ended December 31, 2003
Additions to net assets attributed to:
Employee contributions $ 1,686,921
Rollover contributions 78,347
Rollover contributions from Calibrated Forms
Company, Inc. 401(k) Plan 3,823,745
In-kind contributions 583,710
Employer matching contributions 85,804
Employer profit sharing contributions 400,000
Investment income (loss):
Interest and dividends 112,373
Net appreciation in fair value of investments 3,307,263
----------
Net additions 10,078,163
----------
Deductions from net assets attributed to:
Administrative expenses 79,775
Benefits paid and withdrawals 1,149,970
----------
Total deductions 1,229,745
----------
Net increase 8,848,418
Net assets available for benefits at beginning
of year 13,700,872
----------
Net assets available for benefits at end of year $ 22,549,290
==========
See accompanying notes.
3
ENNIS, INC. 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
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 Plan's 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 (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 50% employer
matching contributions or discretionary employer
contributions not to exceed $1,000 for certain employees
not enrolled in the Pension Plan for Employees of the
Company. Eligibility for employer contributions depends
on the participant's employment location.
During 2003, the Company made a profit sharing
contribution of $400,000 on behalf of the former employees
of Northstar Computer Forms, Inc. in accordance with their
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 participant's account is credited with the
participant's contribution, any employer contribution, 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
participant's interest in his or her account.
(e) Vesting
Participants are immediately vested in their contributions
plus actual earnings thereon and qualified employer
matching contributions. Profit sharing contributions vest
over a period of five years.
4
ENNIS, INC. 401(k) PLAN
Notes to Financial Statements (continued)
(Modified Cash Basis)
1. Description of the Plan - Continued
(f) Loans
Under provisions of the Plan, participants may borrow up
to 50% of their total 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 participant's Plan account with all
payments of principal and interest credited to the
participant's account. A maximum number of two
outstanding loans are allowed per individual. The minimum
loan is $1,000 and requires a $75 set-up fee payable for
each loan. The interest rate is determined based on the
prime rate as determined by the Plan's 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) 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 that affect
the amounts reported in the financial statements and
accompanying notes. Actual results could differ from
those estimates.
(c) Investments
Investments in registered investment companies are valued
at published market prices, which represent the net asset
value of the shares held by the Plan at year-end. Units
of common collective trusts are valued based on the fair
value of the underlying assets of the trust as determined
by the trust sponsor. Common stock is valued at the
quoted market price on the last business day of the year.
Money market funds are valued at cost, which approximates
market value. Participant loans are valued at cost, which
approximates fair value.
(d) Benefits paid to Participants
Benefits paid to participants are recorded as a reduction
of net assets available for benefits when paid.
5
ENNIS, INC. 401(k) PLAN
Notes to Financial Statements (continued)
(Modified Cash Basis)
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 Plan's investments, at fair value, at December 31, 2003
and 2002 were comprised of the following:
2003 2002
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Wells Fargo Treasury Plus Money
Market $ 3,353,786 * $ 2,706,147 *
Pimco Total Fund 1,233,109 * 634,816
Janus Balanced Fund 1,469,894 * 1,051,303 *
Wells Fargo LifePath 2010 Fund 232,428 116,003
Wells Fargo LifePath 2020 Fund 587,208 468,357
Wells Fargo LifePath 2030 Fund 1,787,144 * 1,515,361 *
Wells Fargo LifePath 2040 Fund 219,589 140,261
Aim Basic Value Fund 780,252 113,451
Wells Fargo Index Fund 1,564,453 * 633,455
Goldman Sachs Capital Growth Fund 2,391,527 * 1,629,072 *
Wells Fargo Large Company Growth
Fund 723,984 431,423
Janus Twenty Fund 220,972 158,059
Invesco Dynamics Fund 3,823,384 * 2,203,075 *
Invesco Small Capital Growth Fund 821,090 371,700
Janus Worldwide Fund - 294,955
Templeton World Fund 768,347 -
Ennis Business Forms, Inc. Common
Stock 1,520,079 * 613,312
Participant loans 1,052,044 620,122
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$ 22,549,290 $ 13,700,872
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Total investments
* Represents 5% or more of the net assets available for
benefits
During 2003, the Plan's investments (including investments
bought, sold and held during the year) appreciated
(depreciated) in value as follows:
Registered investment companies $ 2,977,511
Common stock 329,752
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$ 3,307,263
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6
ENNIS, INC. 401(k) PLAN
Notes to Financial Statements (continued)
(Modified Cash Basis)
4. 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.
5. 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. The
Plan administrator and the Plan's management believe that the
Plan is currently being operated within the applicable IRS
rules and regulations.
6. In-Kind Contributions
During the 2003 Plan year, the Company terminated its Employee
Stock Ownership Plan and approximately 50,300 shares of the
Company's stock was contributed to the Plan.
7. Plan Amendments
Effective July 31, 2003, the Plan was amended to merge the net
assets (approximately $3,800,000) of Calibrated Forms Company,
Inc. 401(k) Plan into the Plan.
7
SUPPLEMENTAL SCHEDULE
ENNIS, INC. 401(k) PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
(Modified Cash Basis)
EIN: 75-0256410
Plan#: 011
December 31, 2003
(a) (b) Identity of (c) Description of
issuer, investments including (e) Current
borrower, maturity date, rate of value
lessor or interest, collateral,
similar party par, or maturity value
--------------- ------------------------ -------
* Wells Fargo Treasury Plus
Wells Fargo Fund Money Market $ 3,353,786
Pimco Funds Pimco Total Fund 1,233,109
Janus Funds Janus Balanced Fund 1,469,894
Wells Fargo LifePath 2010
* Wells Fargo Fund Fund 232,428
Wells Fargo LifePath 2020
* Wells Fargo Fund Fund 587,208
Wells Fargo LifePath 2030
* Wells Fargo Fund Fund 1,787,144
Wells Fargo LifePath 2040
* Wells Fargo Fund Fund 219,589
Aim Family of
Funds Aim Basic Value Fund 780,252
* Wells Fargo Fund Wells Fargo Index Fund 1,564,453
Goldman Sachs Goldman Sachs Capital
Asset Management Growth Fund 2,391,527
Wells Fargo Large Company
* Wells Fargo Fund Growth Fund 723,984
Janus Funds Janus Twenty Fund 220,972
* INVESCO Family of
Funds Invesco Dynamics Fund 3,823,384
* INVESCO Family of Invesco Small Capital
Funds Growth Fund 821,090
Templeton Fund Templeton World Fund 768,347
* Ennis Business Ennis Business Forms,
Forms, Inc. Inc. Common Stock 1,520,079
Loans with interest rates
ranging from 6.00% to
* Participants 11.5% 1,052,044
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Total investments $ 22,549,290
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* Indicates party-in-interest to the Plan.
Column (d) cost is not required since all investments are
directed by participants.
8
SIGNATURES
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.
ENNIS, INC. 401(k) PLAN
Date: June 28, 2004 /s/Harve Cathey
--------------------------------
Harve Cathey,
Vice President - Finance and
CFO, Secretary, Principal
Financial and Accounting Officer
Ennis, Inc.