UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended December 31, 2008
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-16148
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
Multi-Color Corporation
401(k) Savings Plan
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Multi-Color Corporation
50 E-Business Way, Suite 400
Sharonville, Ohio 45241
Multi-Color Corporation 401(k) Savings Plan
Financial Statements
As of December 31, 2008 and 2007 and for the year ended December 31, 2008
| 3 | ||
| Financial Statements: |
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| 4 | ||
| Statement of Changes in Net Assets Available for Plan Benefits |
5 | |
| 6 | ||
| 11 | ||
| 12 | ||
| 13 | ||
| Exhibit 23 – Consent of Independent Registered Public Accounting Firm |
14 | |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator of
Multi-Color Corporation 401(k) Savings Plan
We have audited the accompanying statements of net assets available for plan benefits of the Multi-Color Corporation 401(k) Savings Plan (the Plan) as of December 31, 2008 and 2007, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2008. 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 audit 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 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, 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 plan benefits as of December 31, 2008 and 2007, and the changes in net assets available for plan benefits for the year ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year), and delinquent participant contributions as of December 31, 2008, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are 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. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Grant Thornton LLP
Cincinnati, Ohio
June 26, 2009
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Multi-Color Corporation 401(k) Savings Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
| December 31, | ||||||||
| 2008 | 2007 | |||||||
| ASSETS |
||||||||
| Cash and cash equivalents |
$ | 87,246 | $ | 44,668 | ||||
| Investments, at fair value: |
||||||||
| Multi-Color Corporation common stock |
3,950,478 | 7,381,142 | ||||||
| Money market fund |
1,713,392 | 980,637 | ||||||
| Mutual funds |
10,434,161 | 15,775,658 | ||||||
| Participant loans |
1,244,915 | 1,114,142 | ||||||
| Total investments |
17,342,946 | 25,251,579 | ||||||
| Contributions receivable - employer |
— | 32,613 | ||||||
| TOTAL ASSETS |
17,430,192 | 25,328,860 | ||||||
| LIABILITIES |
||||||||
| Excess contributions payable |
(44,182 | ) | (9,511 | ) | ||||
| Distributions payable |
— | (17,105 | ) | |||||
| Net assets available for plan benefits |
$ | 17,386,010 | $ | 25,302,244 | ||||
The accompanying notes are an integral part of the financial statements.
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Multi-Color Corporation 401(k) Savings Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year ended December 31, 2008
| Additions to net assets attributed to: |
||||
| Employee contributions |
$ | 2,358,788 | ||
| Employer contributions |
891,654 | |||
| Rollover contributions |
255,713 | |||
| Dividend and interest income |
704,544 | |||
| Total additions |
4,210,699 | |||
| Deductions to net assets attributed to: |
||||
| Net depreciation in fair value of investments |
9,949,427 | |||
| Benefits paid |
2,165,098 | |||
| Administrative expenses |
12,408 | |||
| Total deductions |
12,126,933 | |||
| Net decrease |
(7,916,234 | ) | ||
| Net assets available for plan benefits: |
||||
| Beginning of year |
25,302,244 | |||
| End of year |
$ | 17,386,010 | ||
The accompanying notes are an integral part of the financial statements.
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Multi-Color Corporation 401(k) Savings Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
NOTE A – SUMMARY OF ACCOUNTING POLICIES
A summary of the Multi-Color Corporation 401(k) Savings Plan’s (the Plan) significant accounting policies consistently applied in the preparation of the accompanying financial statements is as follows:
1. Plan Description
The Plan is a defined contribution profit sharing plan. The following summary of the Plan is provided for informational purposes and reference should be made to the Plan document for a more complete description. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
General - The Plan became effective on April 1, 1994 and covers substantially all U.S. based full-time employees of Multi-Color Corporation (the Company). The Plan allows participating employees to make voluntary contributions on a before tax basis (voluntary contributions) subject to limitations under the Plan and the Internal Revenue Code (IRC). Participants may also make rollover contributions from other qualified defined benefit or contribution plans. The Plan also provides for a discretionary employer matching contribution (matching contribution) that is currently at one-half the voluntary contribution, up to 5% of such voluntary contributions for eligible union employees at the Norway, Michigan plant and 6% of such voluntary contributions for all other employees. Provided the Norway plant meets specific target requirements at the end of each year, those eligible union employees will receive an additional contribution equal to 3% of their eligible 401(k) earnings. The Company may also make additional discretionary contributions to the Plan (discretionary contributions), of which there were none in 2008 and 2007.
During 2008, the Plan was amended as follows:
| • | Exclude full time college students from eligibility for participation effective March 1, 2008 |
| • | Exclude as compensation those earnings that are taxable fringe benefits. Those include, but are not limited to: on-the-spot awards, significant achievement awards and various gift cards effective August 1, 2008. |
Participant Accounts - Each participant’s account is credited with the participant’s voluntary contribution, the Company’s matching and discretionary contributions (if any), allocations of participants’ forfeitures, and Plan earnings and charged with withdrawals, as applicable, and Plan losses and administrative expenses. Plan earnings and administrative expenses are allocated based on account balances; matching contributions are based on voluntary contributions; and discretionary contributions (if any), are allocated based on compensation.
Vesting - Participants are fully vested in their voluntary contributions and the earnings thereon. Vesting in the remainder of the account is based on a graduated scale that allows for full vesting after four years of credited service in accordance with the following schedule:
| Years of Service |
Vesting Percentage | ||
| Less than 1 |
0 | % | |
| 1 |
25 | % | |
| 2 |
50 | % | |
| 3 |
75 | % | |
| 4 or more |
100 | % | |
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Multi-Color Corporation 401(k) Savings Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2008 and 2007
NOTE A – SUMMARY OF ACCOUNTING POLICIES (continued)
1. Plan Description (continued)
Loan Provisions - Participants may borrow funds from the vested portion of their account. The maximum loan amount available to an eligible participant is 50% of the vested account balance; however, the total amount borrowed at any time from the participant’s account is subject to stipulated limitations. Participant loans bear interest at the market rate as determined by the Plan administrator.
Payment of Benefits - Participants become eligible for benefit payments upon retirement, termination, disability or death. Upon separation of service from the Company, a participant’s benefits become payable immediately for participants with account balances less than $1,000. Benefits to participants with account balances greater than $1,000 are payable upon participant election.
Expenses of the Plan - The Company provides certain administrative services at no cost to the Plan. If not paid by the Company, other administrative and investment expenses are paid by the Plan.
Forfeitures - Forfeitures are allocated annually to the participants’ accounts at the Plan year end. Forfeitures to be allocated at December 31, 2008 and 2007 were approximately $49,000 and $41,000, respectively. Total amounts allocated for the year ended December 31, 2008 were approximately $41,000.
2. Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
3. Use of Estimates in Financial Statements
In preparing financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.
4. Investment Valuations and Income Recognition
The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants at the measurement date. See Note F for discussion of fair value measurements. Participant loans are valued at cost, which approximates fair value. Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income.
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Multi-Color Corporation 401(k) Savings Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2008 and 2007
NOTE B – INVESTMENTS
Participants direct their account balances to be invested into one or more different investment options. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
Approximately 23% and 29% of the Plan’s investments were in Multi-Color Corporation common stock at December 31, 2008 and 2007, respectively. The decrease in the value of the Company’s stock caused the value of the Plan’s net assets to decrease significantly during 2008.
The investment options available during 2008 included the following:
American Beacon Large Cap Value Fund
American Funds – Bond Fund
American Century Equity Growth Fund
Baron Small Cap Fund
BlackRock Index Equity Fund
BlackRock Money Market Fund
Fidelity Advisor Mid-Cap Fund
Fidelity Advisor Strategic Income Fund
Growth Fund of America
Janus Advisor Balanced Fund
Janus Advisor International Growth Fund
Multi-Color Corporation Common Stock
Royce Opportunity Fund
Third Avenue Value Fund
T. Rowe Price 2010 Retirement Fund
T. Rowe Price 2020 Retirement Fund
T. Rowe Price 2030 Retirement Fund
T. Rowe Price 2040 Retirement Fund
T. Rowe Price 2050 Retirement Fund
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Multi-Color Corporation 401(k) Savings Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2008 and 2007
NOTE B – INVESTMENTS (continued)
The following investments are in excess of five percent of net assets available for Plan benefits as of December 31:
| 2008 | 2007 | |||||
| Participant Loans |
$ | 1,244,915 | $ | 1,114,142 | ||
| BlackRock Index Equity Fund (77,398 and 75,342 units, respectively) |
1,330,478 | 2,110,334 | ||||
| BlackRock Money Market Fund (1,095,029 and 643,083 units, respectively) |
1,713,392 | 980,637 | ||||
| Fidelity Advisor Mid-Cap Fund (176,824 and 174,850 units, respectively) |
1,975,121 | 4,129,946 | ||||
| Janus Advisor Balanced Fund (82,592 and 66,411 units, respectively) |
1,728,645 | 1,739,964 | ||||
| Janus Advisor International Growth Fund (46,225 and 37,805 units, respectively) |
1,243,914 | 2,435,398 | ||||
| Multi-Color Corporation Common Stock (249,715 and 268,698 units*, respectively) |
3,950,478 | 7,381,142 | ||||
|
* Multi-Color Corporation Common Stock units have been adjusted to reflect the 3-for-2 stock split effective September 17, 2007. | ||||||
The Plan’s investments (including investments bought, sold and held during the year) depreciated in value as follows:
| 2008 | ||||
| Mutual Funds |
$ | (6,914,949 | ) | |
| Common Stock |
(3,034,478 | ) | ||
| Total |
$ | (9,949,427 | ) | |
NOTE C – PRIORITIES UPON TERMINATION OF THE PLAN
Although the Company has not expressed any intent to do so, the Company has the right to terminate the Plan at any time. In the event of Plan termination, participants will become fully vested in their accounts.
NOTE D –TAX STATUS
Effective January 1, 1999, the Company amended the Plan by adopting the PNC Bank Prototype Plan. The Prototype Plan obtained a determination letter dated November 21, 2001 in which the Internal Revenue Service stated that the Prototype Plan, as then designed, was in compliance with the applicable requirements of the IRC. The Plan has been amended since receiving the determination letter, however, the Plan administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC.
NOTE E – RELATED PARTY TRANSACTIONS
Certain plan investments held during the years ended December 31, 2008 and 2007 include shares of the Company’s common stock and therefore, these transactions qualify as related party transactions. The Plan did not pay any fees in 2008 for investment management services.
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NOTE F – FAIR VALUE MEASUREMENTS
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157). The Plan adopted SFAS 157 on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements, but does not require any additional fair value measurements. The adoption of SFAS 157 did not have a material impact on the Plan’s financial statements.
SFAS 157 defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. To increase consistency and comparability in fair value measurements, SFAS 157 provides a fair value estimating three-level hierarchy that prioritizes the use of observable inputs. The three levels are:
| • | Level 1 - Quoted market prices in active markets for identical assets and liabilities |
| • | Level 2 - Observable inputs other than quoted market prices in active markets for identical assets and liabilities |
| • | Level 3 - Unobservable inputs |
The determination of where an asset or liability falls in the hierarchy requires significant judgment.
Investments measured at fair value are categorized as follows:
| Fair Value Measured and Recorded at December 31, 2008 Using: |
Total Fair Value as of December 31, 2008 | |||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Participant-Directed Investments: |
||||||||||||
| Mutual funds |
$ | 10,434,161 | $ | — | $ | — | $ | 10,434,161 | ||||
| Multi-Color Corporation common stock |
3,950,478 | — | — | 3,950,478 | ||||||||
| BlackRock money market fund |
1,713,392 | — | — | 1,713,392 | ||||||||
| Participant loans |
— | — | 1,244,915 | 1,244,915 | ||||||||
| Total investments |
$ | 16,098,031 | $ | — | $ | 1,244,915 | $ | 17,342,946 | ||||
The table below sets forth a summary of changes in the fair value of the Plan’s Level 3 investment assets for the year ended December 31, 2008:
| Fair Value Measurements Using Significant Unobservable Inputs (Level 3): | |||||||||||||||
| Beginning Fair Value |
Realized Gains and Losses |
Unrealized Gains and Losses |
Purchases, Issuances, Settlements, Net |
Ending Fair Value | |||||||||||
| Participant loans |
$ | 1,114,142 | $ | — | $ | — | $ | 130,773 | $ | 1,244,915 | |||||
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Multi-Color Corporation 401(k) Savings Plan
EIN 31-1125853 Plan No 001
Form 5500, Schedule H, Part IV, Line 4a -
Schedule of Delinquent Participant Contributions
December 31, 2008
Total that constitutes non-exempt prohibited transactions
| Participant Contributions Transferred Late to Plan |
Contributions Not Corrected |
Contributions Corrected Outside VFCP |
Contributions Pending Correction in VFCP |
Total Fully Corrected under VFCP and PTE 2002-51 | |||||||||
| $ | 6,501 | $ | — | $ | 6,501 | $ | — | $ | — | ||||
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Multi-Color Corporation 401(k) Savings Plan
EIN 31-1125853 Plan No 001
Form 5500, Schedule H, Part IV, Line 4i -
Schedule of Assets (Held at End of Year)
December 31, 2008
| (a) |
(b) |
(c) |
(e) | ||||
| Identity of issuer, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Current value | |||||
| BlackRock Money Market Fund | Money Market | $ | 1,713,392 | ||||
| American Beacon Large Cap Value Fund | Mutual Fund | 77,061 | |||||
| American Century Equity Growth Fund | Mutual Fund | 641,258 | |||||
| American Funds – Bond Fund | Mutual Fund | 851,527 | |||||
| Baron Small Cap Fund | Mutual Fund | 145,169 | |||||
| BlackRock Index Equity Fund | Mutual Fund | 1,330,478 | |||||
| Fidelity Advisor Mid-Cap Fund | Mutual Fund | 1,975,121 | |||||
| Fidelity Advisor Strategic Income Fund | Mutual Fund | 543,609 | |||||
| Growth Fund of America | Mutual Fund | 179,622 | |||||
| Janus Advisor Balanced Fund | Mutual Fund | 1,728,645 | |||||
| Janus Advisor International Growth Fund | Mutual Fund | 1,243,914 | |||||
| Royce Opportunity Fund | Mutual Fund | 143,148 | |||||
| Third Avenue Value Fund | Mutual Fund | 220,760 | |||||
| T. Rowe Price 2010 Retirement Fund | Mutual Fund | 171,290 | |||||
| T. Rowe Price 2020 Retirement Fund | Mutual Fund | 262,549 | |||||
| T. Rowe Price 2030 Retirement Fund | Mutual Fund | 359,192 | |||||
| T. Rowe Price 2040 Retirement Fund | Mutual Fund | 550,069 | |||||
| T. Rowe Price 2050 Retirement Fund | Mutual Fund | 10,749 | |||||
| * |
Multi-Color Corporation Common Stock | Common Stock | 3,950,478 | ||||
| * |
Participant Loans | Interest rates ranging from 4.25% to 9.25%, maturing through 2014 | 1,244,915 | ||||
| $ | 17,342,946 | ||||||
| * |
Indicates related-party | ||||||
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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.
| Multi-Color Corporation 401(k) Savings Plan | ||||
| Date: June 26, 2009 | By: | /s/ Dawn H. Bertsche | ||
| Dawn H. Bertsche Senior Vice President Finance, Chief Financial Officer and Secretary | ||||
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