FORM 11-K
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, 2002
( ) 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 Business Forms, 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 Business Forms, Inc.
1510 North Hampton Road, Suite 300
DeSoto, TX 75115
ENNIS BUSINESS FORMS, INC. 401(k) PLAN
Financial Statements and Supplemental Schedule
(Modified Cash Basis)
Years ended December 31, 2002 and 2001
ENNIS BUSINESS FORMS, INC. 401(k) PLAN
Table of Contents
Page
Report of Independent Auditors - Travis, Wolff &
Company, L.L.P. 1
Report of Independent Auditors - Ernst & Young LLP 2
Statements of Net Assets Available for Benefits
(Modified Cash Basis) at December 31, 2002 and 2001 3
Statement of Changes in Net Assets Available for
Benefits (Modified Cash Basis) for the year ended
December 31, 2002 4
Notes to Financial Statements (Modified Cash Basis) 5-8
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of
Year) (Modified Cash Basis) 9
Independent Auditors' Report
To the Participants and Administrator
Ennis Business Forms, Inc. 401(k) Plan
We have audited the accompanying statement of net assets
available for benefits (modified cash basis) of the Ennis
Business Forms, Inc. 401(k) Plan as of December 31, 2002, and the
related statement of changes in net assets available for benefits
(modified cash basis) for the year 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 audit.
We conducted our audit in accordance with auditing standards
generally accepted in the United States of America. 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 audit provides 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
accounting principles generally accepted in the United States of
America.
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, 2002, and the
changes in net assets available for benefits (modified cash
basis) for the year then ended 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 (modified cash basis) of assets (held at
end of year) as of December 31, 2002 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 (modified cash
basis) has been subjected to the auditing procedures applied in
our audit of the 2002 financial statements and, in our opinion,
is fairly stated in all material respects in relation to the 2002
financial statements taken as a whole.
/s/ Travis, Wolff & Company, L.L.P.
Dallas, Texas
June 17, 2003
1
Report of Independent Auditors
To the Participants and Administrator
Ennis Business Forms, Inc. 401(k) Plan:
We have audited the accompanying statement of net assets
available for benefits (modified cash basis) of the Ennis
Business Forms, Inc. 401(k) Plan as of December 31, 2001. This
financial statement is the responsibility of the Plan's
management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statement. 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 audit provides a reasonable basis for our
opinion.
As described in Note 2, the financial statement was prepared on a
modified cash basis of accounting, which is a comprehensive basis
of accounting other than accounting principles generally accepted
in the United States.
In our opinion, the financial statement referred to above
presents 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, 2001, in
conformity with the modified cash basis of accounting described
in Note 2.
/s/ Ernst & Young LLP
Dallas, Texas
April 30, 2002
2
ENNIS BUSINESS FORMS, INC. 401(k) PLAN
Statements of Net Assets Available for Benefits
(Modified Cash Basis)
December 31, 2002 and 2001
2002 2001
---- ----
Assets:
Investments, at fair value
Investments held by Trustee $ 13,080,750 $ 14,062,430
Participant Loans 620,122 586,337
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Net assets available for benefits $ 13,700,872 $ 14,648,767
========== ==========
See accompanying notes.
3
ENNIS BUSINESS FORMS, INC. 401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
(Modified Cash Basis)
Year ended December 31, 2002
Additions to net assets attributed to:
Employee contributions $ 1,663,991
Rollover contributions 117,101
In-kind contributions 36,557
Employer matching contributions 58,400
Employer profit sharing contributions 450,000
Investment income (loss):
Interest and dividends 200,168
Net depreciation in fair value of investments (2,796,426)
----------
Net additions (270,210)
----------
Deductions from net assets attributed to:
Administrative expenses 84,766
Benefits paid and withdrawals 592,919
----------
Total deductions 677,685
----------
Net decrease (947,895)
Net assets available for benefits at beginning
of year 14,648,767
----------
Net assets available for benefits at end of year $ 13,700,872
==========
See accompanying notes.
4
ENNIS BUSINESS FORMS, INC. 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2002 and 2001
1. Description of the Plan
The following description of the Ennis Business Forms, 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 contribution or discretionary employer
contributions not to exceed $1,000 for certain employees
not enrolled in the Pension Plan for Employees of Ennis
Business Forms, Inc. Eligibility for employer
contributions depends on the participant's employment
location.
During the year, the Company made a profit sharing
contribution of $450,000 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
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.
5
ENNIS BUSINESS FORMS, INC. 401(k) PLAN
Notes to Financial Statements (continued)
(Modified Cash Basis)
December 31, 2002 and 2001
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%, as determined by
the Plan's trustee.
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.
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ENNIS BUSINESS FORMS, INC. 401(k) PLAN
Notes to Financial Statements (continued)
(Modified Cash Basis)
December 31, 2002 and 2001
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, 2002
and 2001 were comprised of the following:
2002 2001
---- ----
Wells Fargo Treasury Plus Money Market $ 2,706,147 * $ 2,282,340 *
Pimco Total Fund 634,816 307,879
Janus Balanced Fund 1,051,303 * 1,023,648 *
Wells Fargo LifePath 2010 Fund 116,003 120,962
Wells Fargo LifePath 2020 Fund 468,357 541,653
Wells Fargo LifePath 2030 Fund 1,515,361 * 1,938,833 *
Wells Fargo LifePath 2040 Fund 140,261 136,685
Aim Basic Value Fund 113,451 87,084
Wells Fargo Index Fund 633,455 836,474 *
Goldman Sachs Capital Growth 1,629,072 * 2,078,016 *
Wells Fargo Large Company Growth Fund 431,423 457,738
Janus Twenty Fund 158,059 191,395
INVESCO Dynamics Fund 2,203,075 * 3,082,949 *
INVESCO Small Capital Growth Fund 371,700 455,130
Janus Worldwide Fund 294,955 338,793
Ennis Business Forms, Inc. Common Stock 613,312 182,851
Participant loans 620,122 586,337
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Total investments $ 13,700,872 $ 14,648,767
========== ==========
* Represents 5% or more of the net assets available for
benefits
During 2002, the Plan's investments (including investments
bought, sold and held during the year) appreciated
(depreciated) in value as follows:
Registered investment companies $ (2,823,996)
Common stock 27,570
---------
$ (2,796,426)
=========
7
ENNIS BUSINESS FORMS, INC. 401(k) PLAN
Notes to Financial Statements (continued)
(Modified Cash Basis)
December 31, 2002 and 2001
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.
8
ENNIS BUSINESS FORMS, INC. 401(k) PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
EIN: 75-0256410
Plan#: 011
December 31, 2002
(c) Description of investments
(b) Identity of issuer, including maturity date, rate
borrower, lessor or of interest, collateral, par, (d) (e) Current
similar party or maturity value Cost value
----------------------- ------------------------------- ---- -----------
Wells Fargo Treasury Plus
(a) Wells Fargo Fund* Money Market ** $ 2,706,147
Pimco Funds Pimco Total Fund ** 634,816
Janus Funds Janus Balanced Fund ** 1,051,303
Wells Fargo Fund* Wells Fargo LifePath 2010 Fund ** 116,003
Wells Fargo Fund* Wells Fargo LifePath 2020 Fund ** 468,357
Wells Fargo Fund* Wells Fargo LifePath 2030 Fund ** 1,515,361
Wells Fargo Fund* Wells Fargo LifePath 2040 Fund ** 140,261
Aim Family of Funds Aim Basic Value Fund ** 113,451
Wells Fargo Fund* Wells Fargo Index Fund ** 633,455
Goldman Sachs Asset
Management Goldman Sachs Capital Growth Fund ** 1,629,072
Wells Fargo Large Company
Wells Fargo Fund* Growth Fund ** 431,423
Janus Funds Janus Twenty Fund ** 158,059
INVESCO Family of Funds* Invesco Dynamics Fund ** 2,203,075
INVESCO Family of Funds* Invesco Small Capital Growth Fund ** 371,700
Janus Funds Janus Worldwide Fund ** 294,955
Ennis Business Forms, Ennis Business Forms, Inc. Common
Inc.* Stock ** 613,312
Participants* Loans with interest rates ranging
from 6.00% to 11.5% - 620,122
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Total investments $ 13,700,872
==========
* Indicates party-in-interest to the Plan.
** Investments are participant-directed, thus cost information is not
applicable.
9
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 BUSINESS FORMS, INC. 401(k) PLAN
Date: June 30, 2003 /S/ Harve Cathey
---------------------------------------
Harve Cathey,
Vice President - Finance and CFO,
Secretary and Treasurer,
Principal Financial and
Accounting Officer
Ennis Business Forms, Inc.
10