11-K 1 b50880nce11vk.htm FORM 11-K DATED 12/31/03 e11vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 11-K

(Mark One)

(X)   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the fiscal year ended December 31, 2003.
 
    OR
 
(  )   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the transition period from ____________ to ___________.

Commission File Number 1-05492

  A.   Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
      Nashua Corporation Employees’ Savings Plan                 
 
  B.   Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Nashua Corporation
11 Trafalgar Square
Second Floor
Nashua, New Hampshire 03063

 


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FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
Nashua Corporation Employees’ Savings Plan
Years ended December 31, 2003 and 2002

 


Nashua Corporation Employees’ Savings Plan

Financial Statements
and Supplemental Schedule

Years ended December 31, 2003 and 2002

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Report of Independent Registered Public Accounting Firm

The Plan Administrator and Participants
Nashua Corporation Employees’ Savings Plan

We have audited the accompanying statements of net assets available for benefits of Nashua Corporation Employees’ Savings Plan as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years then ended. 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003 and 2002, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were 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) 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 audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

Manchester, New Hampshire
May 11, 2004

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Nashua Corporation Employees’ Savings Plan

Statements of Net Assets Available for Benefits

                 
    December 31
    2003
  2002
Assets
               
Investments
  $ 77,202,375     $ 67,848,397  
Receivables:
               
Participants’ contributions
          46  
Employer’s contribution
    18,912       265,035  
 
   
 
     
 
 
Total receivables
    18,912       265,081  
 
   
 
     
 
 
Net assets available for benefits
  $ 77,221,287     $ 68,113,478  
 
   
 
     
 
 

See accompanying notes.

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See accompanying notes.

Nashua Corporation Employees’ Savings Plan

Statements of Changes in Net Assets Available for Benefits

                 
    Year ended December 31
    2003
  2002
Additions
               
Interest and dividends
  $ 1,802,869     $ 1,701,159  
Net appreciation in fair value of investments
    11,232,609        
 
   
 
     
 
 
 
    13,035,478       1,701,159  
Contributions:
               
Participants
    2,803,692       2,933,090  
Employer and profit sharing
    952,826       1,219,658  
Rollovers
    185,926       393,995  
 
   
 
     
 
 
 
    3,942,444       4,546,743  
 
   
 
     
 
 
Total additions
    16,977,922       6,247,902  
Deductions
               
Benefits paid directly to participants
    7,853,991       6,089,168  
Net depreciation in fair value of investments
          10,885,257  
Administrative expenses
    16,122       15,670  
 
   
 
     
 
 
Total deductions
    7,870,113       16,990,095  
 
   
 
     
 
 
Net increase (decrease)
    9,107,809       (10,742,193 )
Net assets available for benefits at beginning of year
    68,113,478       78,855,671  
 
   
 
     
 
 
Net assets available for benefits at end of year
  $ 77,221,287     $ 68,113,478  
 
   
 
     
 
 

See accompanying notes.

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Nashua Corporation Employees’ Savings Plan

Notes to Financial Statements

December 31, 2003

1. Description of Plan

The following description of the Nashua Corporation Employees’ Savings Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description and Plan agreement for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering eligible employees, as defined, of Nashua Corporation (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions

Each year, participants may contribute from 1% up to 100% of pretax annual compensation, as defined in the Plan and subject to Internal Revenue Service limitations. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company contributes 50% for the first 6% of base compensation that a participant contributes to the Plan.

The Plan also provides that eligible employees may receive a profit sharing contribution, such amount, if any, determined by the management and approved by the Board of Directors. For the years ended December 31, 2003 and 2002, profit sharing contributions were $0 and $216,257, respectively.

Upon enrollment, participants can direct their contributions and the Company’s matching contributions into any of the Plan’s fund options. Participants may change their investment options daily.

Participant Accounts

Each participant’s account is credited with the participant’s contributions and allocations of the Company’s contributions and plan earnings and expenses as applicable. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

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Nashua Corporation Employees’ Savings Plan

Notes to Financial Statements (continued)

1. Description of Plan (continued)

Vesting

Participants are immediately vested in all contributions, plus actual earnings thereon.

Participant Loans

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000, or 50%, of their vested account balance. Loan terms range from 1-5 years or up to 20 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at a fixed rate commensurate with local prevailing rates, as determined quarterly by the plan administrator. Principal and interest is paid ratably through payroll deductions.

Payment of Benefits

On termination of service, death, disability or retirement, a participant may receive a lump-sum amount equal to the vested value of his or her account, or elect to receive other optional forms of payment as described in the Plan document.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

2. Summary of Accounting Policies

Basis of Accounting

The financial statements have been prepared on the accrual basis of accounting.

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Nashua Corporation Employees’ Savings Plan

Notes to Financial Statements (continued)

2. Summary of Accounting Policies (continued)

Investment Valuation and Income Recognition

Shares of mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year end. The participant loans are valued at their outstanding balances, which approximate fair value.

Investments in the Company stock fund are measured in units of participation and include shares of Company stock, short-term investments and, at times, receivables and payables arising from unsettled stock trades. The trustee determines a daily net asset value (NAV) for each unit. The fair value of participation units owned by the Plan in the common/collective trust is based upon quoted redemption values on the last business day of the plan year.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Administrative Expenses

Substantially all expenses of the Plan are paid by the Company. Certain expenses related to participant loans are paid by the Plan via a reduction of participant accounts.

3. Investments

During 2003 and 2002, the Plan’s investments (including investments purchased, sold and held during the year) appreciated (depreciated) in fair value as determined by quoted market prices as follows:

                 
    Net Appreciation
    (Depreciation) in Fair
    Value of Investments
    2003
  2002
Nashua Corporation Common Stock Fund
  $ (39,202 )   $ 677,114  
Shares of mutual funds
    11,271,811       (11,562,371 )
 
   
 
     
 
 
 
  $ 11,232,609     $ (10,885,257 )
 
   
 
     
 
 

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Nashua Corporation Employees’ Savings Plan

Notes to Financial Statements (continued)

3. Investments (continued)

Investments that represent 5% or more of the fair value of the Plan’s net assets available for benefits are as follows:

                 
    December 31
    2003
  2002
Fidelity Managed Income Portfolio
  $ 16,807,691     $ 17,906,794  
Fidelity Magellan Fund
    14,627,512       12,442,693  
Fidelity Freedom 2010 Fund
    7,602,426       6,750,904  
Fidelity Growth Company Fund
    8,160,175       6,185,222  
Spartan U.S. Equity Index Fund
    4,147,957       3,837,634  
Fidelity US Bond Index Fund
          3,757,340  
Fidelity Equity-Income Fund
    4,675,103        

4. Risks and Uncertainties

The Plan invests in various investment securities. Investment Securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

5. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated April 15, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.

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Supplemental Schedule

 


Table of Contents

Nashua Corporation Employees’ Savings Plan

EIN: 02-0170100 Plan Number: 010

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2003

             
Identity of Issue, Borrower,   Description of   Current
Lessor or Similar Party
  Investment
  Value
Fidelity Management
  *Fidelity Managed Income Portfolio,        
Trust Company:
  16,807,691 shares   $ 16,807,691  
 
  *Magellan Fund, 149,657 shares     14,627,512  
 
  *Freedom 2010 Fund, 583,904 shares     7,602,426  
 
  *Growth Company Fund, 162,975 shares     8,160,175  
 
  *Spartan U.S. Equity Index Fund, 105,251 shares     4,147,957  
 
  *Fidelity U.S. Bond Index Fund, 340,262 shares     3,807,535  
 
  *Equity-Income Fund, 93,972 shares     4,675,103  
 
  *Contrafund, 77,596 shares     3,829,370  
 
  Strong Advisor Common Stock Fund,        
 
  102,784 shares     2,276,666  
 
  *Diversified International Fund, 91,040 shares     2,195,891  
 
  RHJ Micro Cap Fund, 102,946 shares     2,037,298  
 
  *Freedom 2020 Fund, 79,049 shares     1,029,215  
 
  *Freedom 2030 Fund, 40,358 shares     522,641  
 
  *Freedom Income Fund, 20,292 shares     225,037  
 
  *Freedom 2040 Fund, 29,143 shares     220,318  
 
  MSI Emerging Markets Fund, 17,029 shares     261,568  
 
  *Capital and Income Fund, 73,834 shares     595,102  
 
  *Freedom 2000 Fund, 6,401 shares     75,402  
 
  *Spartan International Index Fund, 2,089 shares     56,934  
 
  *Fidelity Retirement Money Market Fund, 91 shares     91  
 
       
 
 
 
        73,153,932  
Common Stock Fund:
           
 
  Nashua Corporation        
* Nashua Corporation
     Common Stock, 170,968 shares     1,453,228  
Interest Bearing Cash
  Cash     105,080  
 
       
 
 
 
        1,558,308  
*Participant Loans
  5.0% to 11.5%     2,490,135  
 
       
 
 
 
      $ 77,202,375  
 
       
 
 


*   Indicates a party-in-interest to the Plan.

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NASHUA CORPORATION EMPLOYEES’ SAVINGS PLAN. Pursuant to the requirements of the Securities Act of 1934, the Plan Committee of the Nashua Corporation Employees’ Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  NASHUA CORPORATION
EMPLOYEES’ SAVINGS PLAN
 
 
Date: June 18, 2004  By /s/ John L. Patenaude    
  John L. Patenaude   
  Nashua Corporation
Vice President – Finance, Chief Financial Officer and Treasurer 
 
 

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