11-K 1 b61293nce11vk.htm NASHUA CORPORATION e11vk
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
     
þ   Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2005
Or
     
o   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, Suite 201
Nashua, New Hampshire 03063
 
 

 


Table of Contents

Financial Statements and
Supplemental Schedule
Nashua Corporation Employees’ Savings Plan
Years Ended December 31, 2005 and 2004

 


Table of Contents

Nashua Corporation Employees’ Savings Plan
Financial Statements
and Supplemental Schedule
Years Ended December 31, 2005 and 2004
Table of Contents
         
    1  
 
       
Audited Financial Statements
       
 
       
    2  
    3  
    4  
 
       
Supplemental Schedule
       
 
       
    9  
 EX-23.1 Consent of Ernst & Young LLP

 


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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, 2005 and 2004, 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. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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, 2005 and 2004, 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, 2005, 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.
     
 
  ERNST & YOUNG LLP
Manchester, New Hampshire
May 12, 2006

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Nashua Corporation Employees’ Savings Plan
Statements of Net Assets Available for Benefits
                 
    December 31  
    2005     2004  
     
Assets
               
Investments
  $ 77,098,523     $ 81,066,141  
Interest bearing cash
    73,798       124,978  
     
Total investments
    77,172,321       81,191,119  
 
               
Receivables:
               
Employer’s contribution
    13,421       15,200  
     
Total receivables
    13,421       15,200  
     
Net assets available for benefits
  $ 77,185,742     $ 81,206,319  
     
See accompanying notes.

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Nashua Corporation Employees’ Savings Plan
Statements of Changes in Net Assets Available for Benefits
                 
    Years Ended December 31  
    2005     2004  
     
Additions
               
Interest and dividends
  $ 2,708,846     $ 2,144,132  
Net appreciation in fair value of investments
    2,332,934       4,600,965  
     
 
    5,041,780       6,745,097  
 
               
Contributions:
               
Participants
    2,568,010       2,665,825  
Employer
    856,509       890,307  
Rollovers
    77,040       441,060  
     
 
    3,501,559       3,997,192  
     
Total additions
    8,543,339       10,742,289  
 
               
Deductions
               
Benefits paid directly to participants
    12,547,065       6,740,209  
Administrative expenses
    16,851       17,048  
     
Total deductions
    12,563,916       6,757,257  
     
Net (decrease)/increase
    (4,020,577 )     3,985,032  
 
               
Net assets available for benefits at beginning of year
    81,206,319       77,221,287  
     
Net assets available for benefits at end of year
  $ 77,185,742     $ 81,206,319  
     
See accompanying notes.

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Nashua Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2005
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 in the Plan, of Nashua Corporation (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions and Funding
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% of 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 both the years ended December 31, 2005 and 2004, there were no profit sharing contributions.
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, allocations of the Company’s contributions, 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 one year to five 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.
Reclassification
To conform with current period presentation, interest bearing cash for the year ended December 31, 2004 is shown as a separate caption in the Statements of Net Assets Available for Benefits.

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Nashua Corporation Employees’ Savings Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Investment Valuation and Income Recognition
Investments are valued at fair value. 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 fair value of participation units owned by the Plan in the common/collective trust (Fidelity Managed Income Portfolio) is based upon quoted redemption values on the last business day of the plan year. 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.
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 through a reduction of participant accounts.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

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Nashua Corporation Employees’ Savings Plan
Notes to Financial Statements (continued)
3. Investments
During 2005 and 2004, 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  
    2005     2004  
     
Nashua Corporation Common Stock Fund
  $ (616,170 )   $ 449,066  
Shares of mutual funds
    2,949,104       4,151,899  
     
 
  $ 2,332,934     $ 4,600,965  
     
Investments that represent 5% or more of the fair value of the Plan’s net assets available for benefits are as follows:
                 
    December 31
    2005   2004
     
Fidelity Managed Income Portfolio
  $ 15,692,442     $ 17,237,103  
Fidelity Magellan Fund
    10,057,639       13,873,640  
Fidelity Growth Company Fund
    8,716,479       9,187,083  
Fidelity Contrafund
    7,635,867       4,728,763  
Fidelity Freedom 2010 Fund
    6,962,582       7,333,398  
Fidelity Equity-Income Fund
    4,398,608       4,590,884  
Spartan U.S. Equity Index Fund
          4,823,347  
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.

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Nashua Corporation Employees’ Savings Plan
Notes to Financial Statements (continued)
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.
6. Subsequent Event
On March 17, 2006, the plan was amended to change the employer contribution from 50% of the first 6% of base compensation that a participant contributes to 50% of the first 7% of base compensation that a participant contributes to the plan. This change is effective January 1, 2006 for employees under collective bargaining agreements in Nebraska. This change is effective April 1, 2006 for all other employees excluding employees under collective bargaining agreements in New Hampshire.

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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, 2005
             
Identity of Issue, Borrower,     Description of   Current
Lessor or Similar Party     Investment   Value
 
Fidelity Management
     Trust Company:
     
 
       
*Managed Income Portfolio, 15,692,442 shares
  $15,692,442
       
*Magellan Fund, 94,491 shares
  10,057,639
       
*Growth Company Fund, 136,987 shares
  8,716,479
       
*Contrafund, 117,910 shares
  7,635,867
       
*Freedom 2010 Fund, 495,557 shares
  6,962,582
       
*Equity-Income Fund, 83,339 shares
  4,398,608
       
*Diversified International Fund, 109,523 shares
  3,563,864
       
*Spartan U.S. Equity Index Fund, 75,315 shares
  3,325,936
       
*U.S. Bond Index Fund, 282,398 shares
  3,078,142
       
  Goldman Sachs Mid Cap Value Fund, 74,518 shares
  2,608,138
       
  Rice Hall James Micro Cap Fund, 106,848 shares
  2,041,858
       
*Freedom 2020 Fund, 99,809 shares
  1,468,194
       
  Morgan Stanley Institutional Fund, Inc, — Emerging
Markets Portfolio, 56,681 shares
  1,421,559
       
*Capital and Income Fund, 115,092 shares
  963,318
       
*Freedom 2030 Fund, 47,584 shares
  714,709
       
*Freedom Income Fund, 28,947 shares
  329,123
       
*Spartan International Index Fund, 7,543 shares
  269,512
       
*Freedom 2040 Fund, 29,188 shares
  257,732
       
*Freedom 2000 Fund, 8,860 shares
  108,175
       
 
 
       
 
  73,613,877
           
 
Common Stock Fund:  
 
   
* Nashua Corporation  
Nashua Corporation
Common Stock, 141,668 shares
  994,509
           
 
* Participant Loans  
5.0% to 11.5%
  2,490,137
       
 
 
       
 
  $77,098,523
       
 
 
 
* Indicates a party-in-interest to the Plan.

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SIGNATURES
NASHUA CORPORATION EMPLOYEES’ SAVINGS PLAN. Pursuant to the requirements of the Securities Exchange 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 hereunto duly authorized.
         
  NASHUA CORPORATION
EMPLOYEES’ SAVINGS PLAN
 
 
Date: June 15, 2006  By   /s/ John L. Patenaude    
    John L. Patenaude   
    Vice President-Finance, Chief
Financial Officer and Treasurer