Form 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from
to
Commission File Number 001-12631
A. Full title of the plan and address of the plan, if different from that of the issuer named
below: |
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Consolidated Graphics, Inc. Employee 401(k) Savings Plan. |
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B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
Consolidated Graphics, Inc., 5858 Westheimer, Suite 200,
Houston, Texas
77057. |
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
TABLE OF CONTENTS
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* |
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Other supplemental schedules required by Section 2520-103.10 of the Department of Labors
Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 (ERISA) have been omitted because they are not applicable. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Retirement Committee
Consolidated Graphics, Inc. Employee 401(k) Savings Plan
We have audited the accompanying Statements of Net Assets Available for Benefits of the
Consolidated Graphics, Inc. Employee 401(k) Savings Plan (the Plan) as of December 31, 2009 and
2008 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 Plans 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. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits 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 Plans 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,
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 as of December 31, 2009 and 2008 and
the changes in net assets available for benefits for the 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 schedule of assets held for investment purposes as of December
31, 2009 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 Labors
Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. This supplemental schedule is the responsibility of the Plans management. This
supplemental schedule has been subjected to the auditing procedures applied in the audit 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.
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/s/ Ham, Langston & Brezina, L.L.P. |
Houston, Texas
June 28, 2010
-1-
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2009 and 2008
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2009 |
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2008 |
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Assets: |
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Investments, at fair value |
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$ |
103,934,811 |
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$ |
84,403,411 |
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Participants contributions receivable |
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206,219 |
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56,479 |
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Total assets |
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104,141,030 |
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84,459,890 |
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Liabilities: |
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Excess contributions payable |
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341,558 |
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309,256 |
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Total liabilities |
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341,558 |
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309,256 |
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Net assets available for benefits at fair value |
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103,799,472 |
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84,150,634 |
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Adjustment from fair value to contract value for interest
in common collective trust relating to fully benefit-responsive
investment contracts |
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2,975,801 |
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Net assets available for benefits |
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$ |
103,799,472 |
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$ |
87,126,435 |
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The accompanying notes are an integral part of these financial statements.
-2-
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 2009 and 2008
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2009 |
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2008 |
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Investment income (loss): |
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Dividend and interest income |
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$ |
1,313,187 |
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$ |
3,877,401 |
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Net appreciation (depreciation) in fair value
of investments |
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20,912,082 |
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(44,419,578 |
) |
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Total investment income (loss) |
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22,225,269 |
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(40,542,177 |
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Contributions: |
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Employees |
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6,273,640 |
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8,080,883 |
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Rollovers from other plans |
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49,091 |
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371,981 |
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Total contributions |
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6,322,731 |
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8,452,864 |
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Total investment income (loss) and contributions |
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28,548,000 |
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(32,089,313 |
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Deductions from net assets attributed to: |
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Benefits and withdrawals |
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11,840,524 |
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12,014,039 |
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Trustee fees |
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34,439 |
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35,524 |
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Total deductions |
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11,874,963 |
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12,049,563 |
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Net increase (decrease) in net assets available for benefits |
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16,673,037 |
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(44,138,876 |
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Net assets available for benefits, beginning of year |
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87,126,435 |
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131,265,311 |
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Net assets available for benefits, end of year |
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$ |
103,799,472 |
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$ |
87,126,435 |
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The accompanying notes are an integral part of these financial statements.
-3-
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
The following description of the Consolidated Graphics, Inc. (the Company) Employee 401(k)
Savings Plan (the Plan) provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plans provisions.
General
The Plan was established effective January 1, 1997, as a defined contribution plan. All
employees of the Company and any Affiliated Employer which has adopted the Plan, who have
attained the age of 19 and completed at least one (1) month of service are eligible to
participate in the Plan, except (i) union employees, unless participation in the Plan has been
negotiated by a collective bargaining unit and the Company or an Affiliated Employer, (ii)
non-resident aliens, (iii) leased employees, (iv) individuals classified as independent
contractors, and (v) part-time, temporary or seasonal employees whose regularly scheduled
service is less than 1,000 hours per year.
Administration
The Company created and appointed the members of the Retirement Committee to manage the Plan.
State Street Bank and Trust serves as the Plan trustee/custodian. ADP Retirement Services is
the recordkeeper for the Plan. Morgan Stanley is the Plan investment advisor.
Contributions
Each year, participants may contribute from 1% to 50% of their pretax annual compensation not
to exceed the limitation set forth in Internal Revenue Code (IRC) Section 402(g) ($16,500 and
$15,500 in 2009 and 2008, respectively). Participants may make catch-up contributions, which
are pre-tax contributions that exceed the annual elective deferral limit, during any calendar
year ending on or after the participants 50th birthday. Participants total
catch-up contributions during 2009 and 2008 may not exceed $5,500 and $5,000, respectively.
Participants may also make rollover contributions from other qualified plans. Participants
direct the investment of their contributions into various investment options offered by the
Plan. Although the Plan holds shares of Consolidated Graphics, Inc. common stock, no
participant can elect to invest additional funds in this stock after December 31, 1999.
The Plan also provides for discretionary employer matching contributions, but only the first 6%
of an employees annual compensation is eligible to be matched. Additional amounts may also be
contributed by the employer at the option of the Companys board of directors. During 2009 and
2008, the Company made no discretionary contributions to the Plan.
Participant Accounts
Each participants account is credited with the participants contributions and allocations of
(i) Plan earnings and (ii) discretionary contributions made by the Company, if any, and charged
with an allocation of administrative expenses. Allocations are based on participants
compensation or account balances, as described in the Plan. Upon the occurrence of a
distribution event, the benefit to which the participant is entitled is the benefit that can be
provided from the participants vested interest in his or her account.
-4-
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. |
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Description of Plan, continued |
Vesting
Participants are immediately vested in their elective contributions, plus any earnings on such
contributions and any qualified employer matching contributions. The vesting of certain
discretionary employer contributions plus any earnings thereon is based on years of continuous
service accrued by the participant while in covered employment. A participant vests at a rate
of 20% per year until fully vested after five years of credited service.
Participant Loans
Participants may borrow from their fund accounts at a minimum of $500 up to a maximum equal to
the lesser of $50,000 or 50% of the participants vested account balance. Loan terms range
from 1 to 5 years or up to 30 years for the purchase of a primary residence. The loans are
secured by the vested balance in the participants account and bear interest at the current
Wall Street prime rate, re-determined monthly, plus 1%, with the resulting interest rate fixed
over the term of the loan. Principal and interest payments are made by means of payroll
withholdings according to the terms of the respective promissory note.
Payment of Benefits
Upon termination of employment, a participant (or his or her designated beneficiary in the
event of death) may elect to receive either a lump-sum amount equal to the value of the
participants vested interest in his or her account, or to have the account balance distributed
in installments.
Forfeited Accounts
All employer contributions, if any, that are credited to a participants account, but not
vested, are forfeited by the participant upon distribution of the fully vested value of his or
her account. Forfeitures are generally used to pay Plan expenses or to reduce employer
contributions. Although the Plan allows for discretionary matching contributions by the
Company, no matching contributions have been contributed to participants. Thus, forfeitures
do not normally occur in the Plan. However, other plans which have merged into the Plan may
have forfeiture balances which are transferred into the Plan. Forfeiture balances were
$38,105 and $40,675 at December 31, 2009 and 2008, respectively, and $2,070 and $8,944 were
used to pay administrative expenses during the years ended December 31, 2009 and 2008,
respectively.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination, participants will
become 100% vested in any previously non-vested account balances.
Administrative Expenses
All administrative fees of the Plan may be paid by the Company or the Plan with the exception
of loan set-up and maintenance fees which are paid by participants. Fees paid by the Company
on behalf of the Plan were $17,308 and $14,473 for the years ended December 31, 2009 and 2008,
respectively.
-5-
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. |
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Summary of Significant Accounting Policies |
Financial Accounting Standards Board Codification
In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 168, The FASB Accounting Standards Codification TM and the
Hierarchy of Generally Accepted Accounting Principles (GAAP). The FASB Accounting Standards
Codification TM, (Codification or ASC) became the source of authoritative GAAP recognized
by the FASB to be applied by nongovernmental entities. SFAS 168 is effective for all financial
statements issued for interim and annual periods ending after September 15, 2009. On the
effective date of SFAS 168, the Codification superseded all then-existing non-SEC accounting
and reporting standards. All other non-grandfathered, non-SEC accounting literature not
included in the Codification became non-authoritative.
Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FASB
Staff Positions (FSP), FASB Interpretations (FIN), or Emerging Issues Task Force Abstracts
(EITF); instead, it will issue Accounting Standards Updates (ASUs). The FASB will not
consider ASUs as authoritative in their own right; rather, these updates will serve only to
update the Codification, provide background information about the guidance, and provide the
bases for conclusions on the change(s) in the Codification. SFAS No. 168 is incorporated in
ASC Topic 105, Generally Accepted Accounting Principles. The Plan adopted SFAS No. 168 for the
year ended December 31, 2009.
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting in
accordance with accounting principles generally accepted in the United States of America.
As described in ASC 946-210-45, Other Presentation Matters for Fully Benefit Responsive
Investment Contracts, (formerly FSP AAG INV-1 and SOP 94-1-1, 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),
investment contracts held by a defined-contribution plan are required to be reported at fair
value. However, contract value is the relevant measurement attribute for that portion of the
net assets available for benefits of a defined-contribution plan attributable to fully
benefit-responsive investment contracts because contract value is the amount participants
would receive if they were to initiate permitted transactions under the terms of the Plan. As
required by the ASC, the Statement of Net Assets Available for Benefits presents the fair
value of the investment contracts as well as the adjustment of the fully benefit-responsive
investment contracts from fair value to contract value. The Statement of Changes in Net
Assets Available for Benefits is prepared on a contract value basis.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amount of net assets available for benefits and changes therein.
Actual results could differ from those estimates.
-6-
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. |
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Summary of Significant Accounting Policies, continued |
Recent Accounting Pronouncements
In September 2006, the FASB issued ASC Topic 820, Fair Value Measurements and Disclosures
(formerly known as SFAS No. 157, Fair Value Measurements), which defines fair value,
establishes a framework for measuring fair value, and expands disclosures about fair value
measurements. ASC Topic 820 was effective for the Plan on January 1, 2008; however, its
adoption did not have a significant impact on the Plans financial statements.
In May 2009, the FASB issued ASC Topic 855, Subsequent Events (formerly known as SFAS 165,
Subsequent Events), which establishes general standards of accounting for and disclosure of
events that occur after the date of the Statement of Net Assets Available for Benefits but
before financial statements are issued or available to be issued. ASC Topic 855 defines (i)
the period after the date of the Statement of Net Assets Available for Benefits during which a
reporting entitys management should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, (ii) the circumstances under
which an entity should recognize events or transactions occurring after the date of the
Statement of Net Assets Available for Benefits in its financial statements, and (iii) the
disclosures an entity should make about events or transactions that occurred after the date of
the Statement of Net Assets Available for Benefits. ASC Topic 855 was effective for the Plan
for the year ended December 31, 2009; however, its adoption did not have a significant impact
on the Plans financial statements.
Risks and Uncertainties
The Plan provides for various investment options. These investment options are exposed to
market risk, which generally means the risk of loss in the value of certain investment
securities due to changes in interest rates, security and commodity prices and general market
conditions. Due to the level of risk associated with certain investment securities and the
level of uncertainty related to changes in the value of investment securities, it is reasonably
possible that changes in risks in the near term could materially affect participants account
balances and the amounts reported in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits.
Investment Valuation
The Plans investments are stated at fair value. Shares of registered investment companies
are valued at quoted market prices which represent the net asset value of shares held by the
Plan at year end, and the Plans interest in the common collective trust is valued based on
information reported by the investment advisor using the audited financial statements of the
collective trust at year-end. The Plan invests in a unitized common stock fund. The common
stock fund invests primarily in the Companys common stock, which is valued at its quoted
market price. Participant loans are valued at cost which approximates fair value. 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.
-7-
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. |
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Summary of Significant Accounting Policies, continued |
Net Appreciation (Depreciation) in Fair Value of Investments
The Plan presents in the statement of changes in net assets available for benefits the net
appreciation (depreciation) in the fair value of its investments, which consists of the
realized gains or losses on sale of investments and unrealized appreciation (depreciation) on
those investments.
Benefit Payments
Benefits are recorded when paid.
Reclassifications
Certain items in the 2008 financial statements have been reclassified to conform to the 2009
financial statement presentation. Such reclassifications had no effect on net assets or the
change in net assets.
The following investments each represent five percent or more of the Plans net assets at
December 31, 2009 and 2008:
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2009 |
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2008 |
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Morgan Stanley Liquid Asset Fund |
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$ |
14,710,700 |
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$ |
* |
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Morgan Stanley Focus Growth Fund-I |
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12,752,248 |
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7,711,168 |
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Morgan
Stanley S&P 500 Index Fund-I |
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8,862,900 |
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7,216,898 |
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Oppenheimer Global Fund-A |
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8,309,694 |
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6,437,073 |
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ING International Value Fund-A |
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7,232,753 |
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6,132,758 |
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Davis New York Venture Fund-A |
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6,286,233 |
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5,453,117 |
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Calvert Income Fund-A |
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* |
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4,639,827 |
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Morgan Stanley Stable Value Fund |
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* |
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13,438,372 |
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Investments less than 5% of the Plans net assets |
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45,780,283 |
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33,374,198 |
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Total investments |
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$ |
103,934,811 |
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$ |
84,403,411 |
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* |
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Less than 5% of Plan assets in the period indicated. |
During the years ended December 31, 2009 and 2008, the Plans investments (including gains and
losses on investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
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2009 |
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2008 |
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Registered investment companies (mutual funds) |
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$ |
20,261,886 |
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$ |
(43,004,239 |
) |
Common collective trust |
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(3,427 |
) |
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Consolidated Graphics, Inc. common stock fund |
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653,623 |
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(1,415,339 |
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Net appreciation (depreciation) in fair value of investments |
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$ |
20,912,082 |
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$ |
(44,419,578 |
) |
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-8-
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
4. |
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Fair Value Measurements |
ASC 820 establishes a framework for measuring fair value. That framework provides a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable
inputs (level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are
described below:
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Level 1 |
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Inputs to the valuation methodology are unadjusted quoted prices for
identical assets or liabilities in active markets that the Plan has the ability to
access. |
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Level 2 |
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Inputs to the valuation methodology include: |
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Quoted prices for similar assets or liabilities in active markets; |
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Quoted prices for identical or similar assets or liabilities in
inactive markets; |
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Inputs other than quoted prices that are observable for the asset or
liability; |
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Inputs that are derived principally from or corroborated by
observable market data by correlation or other means. |
If the asset or liability has a specified (contractual) term, the Level 2
input must be observable for substantially the full term of the asset or
liability.
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Level 3 |
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Inputs to the valuation methodology are unobservable and significant to
the fair value measurement. |
The assets or liabilitys fair value measurement level within the fair value hierarchy is
based on the lowest level of any input that is significant to the fair value measurement.
Valuation techniques used need to maximize the use of observable inputs and minimize the use
of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair
value. There have been no changes in the methodologies used at December 31, 2009 and 2008.
Mutual funds: Valued at the net asset value (NAV) of shares held by the plan at year end.
Money market funds: The fair value of these securities is based on the fair value of the
underlying securities within the fund, which represents the NAV of the shares held by the Plan
at year-end.
Common collective trust: Valued at fair value based on information reported in the audited
financial statements of the collective trust at year-end.
Company common stock fund: Valued at fair value using the closing price of CGX common stock
reported on the New York Stock Exchange plus the fair value of the short-term investment fund.
Participant loans: Valued at amortized cost, which approximates fair value.
-9-
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
4. |
|
Fair Value Measurements, continued |
The methods described above may produce a fair value calculation that may not be indicative of
net realizable value or reflective of future fair values. Furthermore, while the Plan believes
its valuation methods are appropriate and consistent with other market participants, the use
of different methodologies or assumptions to determine the fair value of certain financial
instruments could result in a different fair value measurement at the reporting date.
The following tables set forth by level, within the fair value hierarchy, the Plans assets at
fair value as of December 31, 2009 and 2008:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at Fair Value as of December 31, 2009 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth funds |
|
$ |
33,654,518 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
33,654,518 |
|
Value funds |
|
|
21,078,886 |
|
|
|
|
|
|
|
|
|
|
|
21,078,886 |
|
Blended funds |
|
|
18,166,085 |
|
|
|
|
|
|
|
|
|
|
|
18,166,085 |
|
Bond funds |
|
|
4,952,936 |
|
|
|
|
|
|
|
|
|
|
|
4,952,936 |
|
Government funds |
|
|
4,194,053 |
|
|
|
|
|
|
|
|
|
|
|
4,194,053 |
|
Target-date funds |
|
|
2,320,058 |
|
|
|
|
|
|
|
|
|
|
|
2,320,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds |
|
|
84,366,536 |
|
|
|
|
|
|
|
|
|
|
|
84,366,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
|
|
|
|
|
14,710,700 |
|
|
|
|
|
|
|
14,710,700 |
|
Company common
stock fund |
|
|
|
|
|
|
1,907,308 |
|
|
|
|
|
|
|
1,907,308 |
|
Participant loans |
|
|
|
|
|
|
|
|
|
|
2,950,267 |
|
|
|
2,950,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at
fair value |
|
$ |
84,366,536 |
|
|
$ |
16,618,008 |
|
|
$ |
2,950,267 |
|
|
$ |
103,934,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-10-
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
4. |
|
Fair Value Measurements, continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at Fair Value as of December 31, 2008 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth funds |
|
$ |
23,080,474 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
23,080,474 |
|
Value funds |
|
|
18,045,567 |
|
|
|
|
|
|
|
|
|
|
|
18,045,567 |
|
Blended funds |
|
|
14,436,353 |
|
|
|
|
|
|
|
|
|
|
|
14,436,353 |
|
Bond funds |
|
|
4,639,827 |
|
|
|
|
|
|
|
|
|
|
|
4,639,827 |
|
Government funds |
|
|
3,996,944 |
|
|
|
|
|
|
|
|
|
|
|
3,996,944 |
|
Target-date funds |
|
|
1,206,079 |
|
|
|
|
|
|
|
|
|
|
|
1,206,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds |
|
|
65,405,244 |
|
|
|
|
|
|
|
|
|
|
|
65,405,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
|
|
|
|
|
774,413 |
|
|
|
|
|
|
|
774,413 |
|
Common collective
trust |
|
|
|
|
|
|
13,438,372 |
|
|
|
|
|
|
|
13,438,372 |
|
Company common
stock fund |
|
|
|
|
|
|
1,359,082 |
|
|
|
|
|
|
|
1,359,082 |
|
Participant loans |
|
|
|
|
|
|
|
|
|
|
3,426,300 |
|
|
|
3,426,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at
fair value |
|
$ |
65,405,244 |
|
|
$ |
15,571,867 |
|
|
$ |
3,426,300 |
|
|
$ |
84,403,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 Gains and Losses
The table below sets forth a summary of changes in the fair value of the Plans level 3 assets
for the year ended December 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
$ |
3,426,300 |
|
|
$ |
3,030,449 |
|
|
|
|
|
|
|
|
|
|
Purchases, sales, issuances and settlements, net |
|
|
(476,033 |
) |
|
|
395,851 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
$ |
2,950,267 |
|
|
$ |
3,426,300 |
|
|
|
|
|
|
|
|
5. |
|
Party-in-Interest Transactions |
The Plan invests in participant loans and in mutual funds and a common collective trust
established and operated by Morgan Stanley, the Plans investment advisor, and has investments
in the Companys common stock. These transactions qualify as party-in-interest transactions,
as defined by ERISA. Such transactions are permitted under the provisions of the Plan and are
exempt from the prohibition of party-in-interest transactions under ERISA.
-11-
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
The Plan is based on a non-standardized prototype plan. The prototype plan received an opinion
letter from the Internal Revenue Service dated March 31, 2008. The Plan trustee and
administrator believe that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC of 1986, as amended, and accordingly, that the
trust maintained in connection with the Plan is tax-exempt.
7. |
|
Excess Contributions Payable |
The Plan did not satisfy the nondiscrimination test under IRC Section 401(k)(3) for the 2009
and 2008 Plan years. To comply with such nondiscrimination test, the Plan made required
distributions of excess contributions of $341,558 and $309,256, which includes any income/loss
attributable thereto, to highly compensated employees by March 15, 2010 and 2009, respectively.
8. |
|
Reconciliation of Plan Financial Statements to Form 5500 |
The following is a reconciliation of the net assets available for benefits per the financial
statements to the Form 5500 as of December 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the financial statements |
|
$ |
103,799,472 |
|
|
$ |
87,126,435 |
|
|
|
|
|
|
|
|
|
|
Excess contributions payable from current year |
|
|
341,558 |
|
|
|
309,256 |
|
Contributions receivable from current year |
|
|
(206,219 |
) |
|
|
(56,479 |
) |
Deemed distributed loans |
|
|
(272,293 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
103,662,518 |
|
|
$ |
87,379,212 |
|
|
|
|
|
|
|
|
The following is a reconciliation of the net increase (decrease) in net assets available for
benefits per the financial statements to the Form 5500 for the years ended December 31, 2009
and 2008:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Net increase (decrease) in net assets available for
benefits per the financial statements |
|
$ |
16,673,037 |
|
|
$ |
(44,138,876 |
) |
|
|
|
|
|
|
|
|
|
Excess contributions payable from current year |
|
|
341,558 |
|
|
|
309,256 |
|
Contributions receivable from prior year |
|
|
56,479 |
|
|
|
63,964 |
|
Contributions receivable from current year |
|
|
(206,219 |
) |
|
|
(56,479 |
) |
Excess contributions payable from prior year |
|
|
(309,256 |
) |
|
|
(617,513 |
) |
Deemed distributed loans |
|
|
(272,293 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets available for
plan benefits per Form 5500 |
|
$ |
16,283,306 |
|
|
$ |
(44,439,648 |
) |
|
|
|
|
|
|
|
-12-
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
SCHEDULE
H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2009
EIN: 76-0190827
PN: 010
|
|
|
|
|
|
|
|
|
|
|
(b) Identity of Issue, |
|
(c) Description of Investment, Including |
|
|
|
|
|
Borrower, Lessor or |
|
Maturity Date, Rate of Interest, |
|
(e) Market |
|
(a) |
|
Similar Party |
|
Collateral, Par or Maturity Value |
|
Value* |
|
|
|
|
|
|
|
|
|
|
** |
|
Morgan Stanley |
|
Money Market Fund - Liquid Asset Fund |
|
$ |
14,710,700 |
*** |
** |
|
Morgan Stanley |
|
Mutual Fund - Focus Growth Fund-I |
|
|
12,752,248 |
*** |
** |
|
Morgan Stanley |
|
Mutual Fund - S&P 500 Index Fund-I |
|
|
8,862,900 |
*** |
|
|
Oppenheimer |
|
Mutual Fund - Global Fund-A |
|
|
8,309,694 |
*** |
|
|
ING |
|
Mutual Fund - International Value Fund-A |
|
|
7,232,753 |
*** |
|
|
Davis |
|
Mutual Fund - New York Venture Fund-A |
|
|
6,286,233 |
*** |
|
|
Calvert |
|
Mutual Fund - Income Fund-A |
|
|
4,952,936 |
|
|
|
Franklin |
|
Mutual Fund - Small-Mid Cap Growth Fund-A |
|
|
4,635,639 |
|
|
|
Van Kampen |
|
Mutual Fund - Growth & Income Fund-A |
|
|
4,231,954 |
|
|
|
Franklin |
|
Mutual Fund - Balance Sheet Investment Fund-A |
|
|
4,045,092 |
|
|
|
Van Kampen |
|
Mutual Fund - Mid Cap Growth Fund-A |
|
|
3,406,048 |
|
|
|
Van Kampen |
|
Mutual Fund - Equity & Income Fund-A |
|
|
3,117,906 |
|
|
|
Davis |
|
Mutual Fund - Opportunity Fund-A |
|
|
2,901,201 |
|
** |
|
Morgan Stanley |
|
Mutual Fund - U.S. Government Securities Trust-I |
|
|
2,499,400 |
|
|
|
Virtus |
|
Mutual Fund - Mid Cap Value Fund-A |
|
|
2,451,181 |
|
** |
|
Morgan Stanley |
|
Mutual Fund - Strategist Fund-I |
|
|
2,399,290 |
|
** |
|
Consolidated Graphics, Inc. |
|
Company Common Stock Fund Consolidated Graphics, Inc. |
|
|
1,907,308 |
|
|
|
American Century |
|
Mutual Fund - Government Bond Fund-Advisors |
|
|
1,694,653 |
|
|
|
Pioneer |
|
Mutual Fund - Oak Ridge Small Cap Growth Fund-A |
|
|
1,260,416 |
|
** |
|
Morgan Stanley |
|
Mutual Fund - Special Value Fund-I |
|
|
617,662 |
|
|
|
AllianceBernstein |
|
Mutual Fund - 2020 Retirement Strategy Fund-A |
|
|
609,078 |
|
|
|
AllianceBernstein |
|
Mutual Fund - 2025 Retirement Strategy Fund-A |
|
|
510,404 |
|
|
|
Alger |
|
Mutual Fund - Small Cap Growth Institutional Fund-I |
|
|
389,272 |
|
|
|
AllianceBernstein |
|
Mutual Fund - 2050 Retirement Strategy Fund-A |
|
|
352,961 |
|
|
|
AllianceBernstein |
|
Mutual Fund - 2015 Retirement Strategy Fund-A |
|
|
230,686 |
|
|
|
AllianceBernstein |
|
Mutual Fund - 2035 Retirement Strategy Fund-A |
|
|
209,976 |
|
|
|
AllianceBernstein |
|
Mutual Fund - 2030 Retirement Strategy Fund-A |
|
|
135,329 |
|
|
|
AllianceBernstein |
|
Mutual Fund - 2045 Retirement Strategy Fund-A |
|
|
122,581 |
|
|
|
AllianceBernstein |
|
Mutual Fund - 2040 Retirement Strategy Fund-A |
|
|
90,525 |
|
|
|
|
* |
|
Cost information is not presented because all investments are participant directed. |
|
** |
|
Represents party-in-interest transactions. |
|
*** |
|
Represents investments comprising at least 5% of net assets available for benefits. |
-13-
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(k) SAVINGS PLAN
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2009
EIN: 76-0190827
PN: 010
|
|
|
|
|
|
|
|
|
|
|
(b) Identity of Issue, |
|
(c) Description of Investment, Including |
|
|
|
|
|
Borrower, Lessor or |
|
Maturity Date, Rate of Interest, |
|
(e) Market |
|
(a) |
|
Similar Party |
|
Collateral, Par or Maturity Value |
|
Value* |
|
|
|
|
|
|
|
|
|
|
|
|
AllianceBernstein |
|
Mutual Fund - 2010 Retirement Strategy Fund-A |
|
|
34,062 |
|
|
|
AllianceBernstein |
|
Mutual Fund - 2000 Retirement Strategy Fund-A |
|
|
23,498 |
|
|
|
AllianceBernstein |
|
Mutual Fund - 2005 Retirement Strategy Fund-A |
|
|
958 |
|
** |
|
Participant Loans |
|
Loans bearing interest at rates ranging from 4.25% to 10.5% per year |
|
|
2,950,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
103,934,811 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Cost information is not presented because all investments are participant directed. |
|
** |
|
Represents party-in-interest transactions. |
|
*** |
|
Represents investments comprising at least 5% of net assets available for benefits. |
-14-
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE TRUSTEE (OR OTHER PERSONS
WHO ADMINISTER THE PLAN) HAS DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.
|
|
|
|
|
|
Consolidated Graphics, Inc.
Employee 401(k) Savings Plan
|
|
|
By: |
/s/ Jon C. Biro
|
|
|
|
Jon C. Biro |
|
|
|
Member of the Consolidated Graphics, Inc.
Employee 401(k) Savings Plan
Retirement Committee |
|
Date: June 29, 2010
-15-
EXHIBIT INDEX
|
|
|
|
|
Exhibit Number |
|
Description |
|
|
|
|
|
|
23.1 |
|
|
Consent of Independent Registered Public Accounting Firm |
-16-