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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK

PURCHASE, SAVINGS AND SIMILAR PLANS

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

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

4053 Clough Woods Dr.

Batavia, OH 45103

 

 

 

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REQUIRED INFORMATION

Multi-Color Corporation 401(k) Savings Plan

Financial Statements and Supplemental Information

As of December 31, 2012 and 2011 and for the year ended December 31, 2012

 

Financial Statements
Report of Independent Registered Public Accounting Firm			3
Statements of Net Assets Available for Benefits			4
Statement of Changes in Net Assets Available for Benefits			5
Notes to Financial Statements			6
Supplemental Information
Form 5500, Schedule H, Line 4i—Schedule of Assets (Held at End of Year)			12
Signatures			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 the

Multi-Color Corporation 401(k) Savings Plan

We have audited the accompanying statements of net assets available for benefits of Multi-Color Corporation 401(k) Savings Plan (the “Plan”) as of December 31, 2012 and 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012. 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. 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 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 benefits of Multi-Color Corporation 401(k) Savings Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the year ended December 31, 2012 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 H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2012 is presented for purposes of additional analysis and is not a required part of the basic 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits 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.

/s/ Grant Thornton LLP

Cincinnati, Ohio

July 1, 2013

 

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Multi-Color Corporation 401(k) Savings Plan

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2012 and 2011

 

		2012				2011
ASSETS
Cash and cash equivalents		$	1,093			$	1,009
Notes receivable from participants			2,137,225				1,820,984
Investments, at fair value:
Multi-Color Corporation common stock			4,656,291				5,108,623
Money market fund			2,228,567				1,813,773
Common trust fund			3,370,880				145,789
Mutual funds			42,580,803				18,858,875
Total investments			52,836,541				25,927,060
TOTAL ASSETS			54,974,859				27,749,053
LIABILITIES
Excess contributions payable			(9,974	)			(8,745	)
Net assets available for benefits		$	54,964,885			$	27,740,308

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 BENEFITS

Year ended December 31, 2012

 

Additions to net assets attributed to:
Contributions:
Employee contributions		$	3,386,613
Employer contributions			1,360,051
Rollover contributions			271,739
Total contributions			5,018,403
Investment income:
Net appreciation in fair value of investments			1,743,326
Dividend income			1,205,313
Total investment income			2,948,639
Interest income on notes receivable from participants			92,707
Assets transferred to the Plan (See Note A)			24,027,230
Total additions			32,086,979
Deductions from net assets attributed to:
Benefits paid			4,855,154
Administrative expenses			7,248
Total deductions			4,862,402
Net increase			27,224,577
Net assets available for benefits:
Beginning of year			27,740,308
End of year		$	54,964,885

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, 2012 and 2011

NOTE A – DESCRIPTION OF PLAN

Multi-Color Corporation 401(k) Savings Plan (the Plan) is a defined contribution profit sharing plan. The following summary of the Plan is provided for informational purposes only, 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, as amended (ERISA).

 

1.

General—The Plan became effective on April 1, 1994 and covers substantially all U.S. based 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, as amended (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 one-half the voluntary contribution, up to 6% of such voluntary contributions for all participating employees. At the discretion of the Company, certain union employees at the Norway, Michigan plant will receive an additional year end contribution equal to 3% of their eligible earnings. The Company may also make additional discretionary contributions to the Plan (discretionary contributions), of which there were none in 2012 and 2011.

Effective January 1, 2011, the Plan was amended to allow participants to change or reinstate elective deferrals at the beginning of each payroll period.

In October 2011, the Company acquired York Label Group (York). Effective April 1, 2012, the York Label 401(k) Plan (York Plan) merged into the Plan. All participant accounts formerly held under the York Plan were transferred to the Plan on April 3, 2012.

A summary of the net assets transferred is as follows:

 

Investments, at fair value		$	23,254,256
Notes receivable from participants			772,974
Total		$	24,027,230

In conjunction with the merger of the plans, the Plan was amended as follows effective April 1, 2012:

 

•

Auto expense reimbursement was excluded from the definition of compensation;

 

•

Early retirement age of 55 and completion of 5 years of service was implemented;

 

•

The limit on participant elective deferrals was increased and changed to any amount up to the maximum percentage permitted under IRC Section 402(g);

 

•

Reducing the employer’s matching contribution was added as a disposition method for forfeitures prior to allocation to participants;

 

•

Timing of allocation of forfeitures was changed to as of any valuation date during the Plan year;

 

•

The following organizations were added as participating employers, and service with the following organizations (including service with affiliated employers and predecessor employers of the Labelcorp Management, Inc. Controlled Group) is to be recognized for purposes of Plan eligibility and vesting:

 

•

Labelcorp Management, Inc.

 

•

York Tape & Label LLC

 

•

Asheville Acquisition LLC

 

•

LabelCorp. Acquisition Corp.

 

•

LSK Label, Inc.

 

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•

PSC Acquisition Company LLC

 

•

Cameo Sonoma Limited

 

•

Southern Atlantic Label Company, Inc.

 

•

Hardship withdrawals were permitted from participants’ elective deferrals and rollover contributions plus their earnings;

 

•

Partial payments were added as a form of payment; and

 

•

Automatic rollovers shall be made of vested account balances that are greater than $1,000 but are not more than $5,000.

 

2.

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. Also, each participant’s account is charged with withdrawals, as applicable, and Plan losses and administrative expenses. Plan earnings are allocated based on account balances; matching contributions are based on voluntary contributions; and discretionary contributions (if any) are allocated based on compensation. The benefit to which a participant is entitled is the benefit that can be provided from that participant’s vested account.

 

3.

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	%

 

4.

Notes Receivable from Participants—Participants may borrow funds from the vested portion of their account. The maximum note amount available to an eligible participant is the lesser of 50% of the vested account balance or $50,000; however, the total amount borrowed at any time from the participant’s account is subject to stipulated limitations. Participant notes bear interest at the market rate as determined by the Plan administrator.

 

5.

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 $1,000 or less. Benefits to participants with account balances greater than $1,000 are payable upon participant election.

 

6.

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.

 

7.

Forfeitures—Forfeitures first are used to offset plan expenses, second are used to reduce the employer’s matching contribution and third are allocated to all participants eligible to share in the allocations in the same proportion that each participant’s elective deferrals for the year bear to the elective deferrals of all participants for such year. Forfeitures can be allocated as of any valuation date during the Plan year in which the former participant receives full payment of his or her vested benefit. Forfeitures to be allocated at December 31, 2012 and 2011 were approximately $110,000 and $28,000, respectively. Total amounts allocated to participants for the year ended December 31, 2012 were approximately $31,000.

NOTE B – SUMMARY OF ACCOUNTING POLICIES

 

1.

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).

 

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2.

Use of Estimates

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.

 

3.

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 G for discussion of fair value measurements.

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.

 

4.

Payment of Benefits

Benefits are recorded when paid.

 

5.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document. Interest is charged at the market rate as determined by the Plan administrator and ranges from 4.25% to 8.50% on participant loans outstanding as of December 31, 2012.

 

6.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued revised accounting guidance to develop common requirements for measuring fair value and for disclosing information about fair value measurements under U.S. GAAP and International Financial Reporting Standards (IFRS). The amendment does not require additional fair value measurements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2011, which for the Plan was the fiscal year beginning January 1, 2012. This guidance did not have a material impact on the Plan.

 

7.

Fully Benefit-Responsive Investment Contracts Held in Common Trust

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.

The Plan invests in investment contracts through a common trust. Contract value for this common trust is based on the net asset value of the fund as reported by the investment advisor. The Statements of Net Assets Available for Benefits present the fair value of the investment in the common trust as well as the adjustment of the investment in the common trust from fair value to contract value relating to investment contracts. As of December 31, 2012 and 2011, contract value approximated fair value and no adjustment was necessary. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract-value basis.

 

8.

Subsequent Events

The Plan evaluated subsequent events through the date the financial statements were issued and identified no material subsequent events had occurred through this date requiring revision or disclosure in the financial statements.

 

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NOTE C – 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 8% and 18% of the Plan’s total assets were in Multi-Color Corporation common stock at December 31, 2012 and 2011, respectively. The decrease in the value of the Company’s common stock caused the value of the Plan’s net assets to decrease by $371,193 during 2012.

The following investments are in excess of five percent of net assets available for benefits as of December 31:

 

		2012				2011
American Century Heritage Fund (177,405 and 161,520 units, respectively)		$	3,954,364			$	3,075,341
BlackRock Index Equity Fund (143,375 and 81,355 units, respectively)			3,899,800				1,949,274
BlackRock Money Market Fund (1,157,333 units)			***				1,813,773
Janus Balanced Class T Fund (187,411)			4,915,780				—
Janus Balanced Class S Fund (111,294 units)			—				2,724,470
Janus Overseas Class S Fund (46,975 units)			—				1,469,375
PIMCO Total Return Fund (380,277 units)			4,274,315				***
PNC Investment Contract Fund (985,234 units)			3,370,880				***
Multi-Color Corporation Common Stock (194,093 and 198,547 units, respectively)			4,656,291				5,108,623
Wells Fargo Advantage Large Cap Growth Fund (133,184 units)			4,537,577				—

 

***	Investment represents less than 5% of net assets at the respective date.

The Plan’s investments (including investments bought, sold and held during the year) appreciated/(depreciated) in value as follows:

 

		2012
Mutual Funds		$	2,114,519
Common Stock			(371,193	)
Total		$	1,743,326

NOTE D – PLAN TERMINATION

Although the Company has not expressed any intent to do so, the Company has the right to terminate the Plan at any time subject to provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts.

NOTE E – 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 March 31, 2008 in which the Internal Revenue Service (IRS) 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.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain tax position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax position taken by the Plan, and has concluded that as of December 31, 2012 and 2011, there are no uncertain positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2009.

 

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NOTE F – PARTIES-IN-INTEREST

Certain Plan investments held during the years ended December 31, 2012 and 2011 include shares of the Company’s common stock, money market fund, and shares of mutual funds managed by the trustee, or an affiliate there of, and therefore, these transactions qualify as party-in-interest transactions. The Plan did not pay any fees in 2012 for investment management services.

NOTE G – FAIR VALUE MEASUREMENTS

The Plan 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, the Plan uses 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, developed using company’s estimates and assumptions

The determination of where an asset or liability falls in the hierarchy requires significant judgment. Assets measured at fair value for the Plan are as follows:

Common stock/mutual fund/money market fund – Valued at the closing price reported on the active market on which the security is traded.

Common trust fund – Valued at net asset value (NAV) based on the fair value of the fund’s underlying investments using information reported by the investment advisor.

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 estimate of fair value at the reporting date.

Investments measured at fair value at December 31, 2012 are categorized as follows:

 

		Fair Value Measured and Recorded at December 31, 2012 Using:												Total Fair Value as of December 31,
		Level 1				Level 2				Level 3				2012
Participant-Directed Investments:
Mutual funds:
Income funds		$	6,148,184			$	—			$	—			$	6,148,184
Growth & income funds			15,842,095				—				—				15,842,095
Growth funds			13,228,413				—				—				13,228,413
Aggressive growth funds			7,362,111				—				—				7,362,111
Multi-Color Corporation common stock			4,656,291				—				—				4,656,291
BlackRock money market fund			2,228,567				—				—				2,228,567
PNC Investment Contract Fund			—				3,370,880				—				3,370,880
Total investments		$	49,465,661			$	3,370,880			$	—			$	52,836,541

 

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Investments measured at fair value at December 31, 2011 are categorized as follows:

 

		Fair Value Measured and Recorded at December 31, 2011 Using:												Total Fair Value as of December 31,
		Level 1				Level 2				Level 3				2011
Participant-Directed Investments:
Mutual funds:
Income funds		$	2,387,758			$	—			$	—			$	2,387,758
Growth & income funds			7,839,430				—				—				7,839,430
Growth funds			3,255,265				—				—				3,255,265
Aggressive growth funds			5,376,422				—				—				5,376,422
Multi-Color Corporation common stock			5,108,623				—				—				5,108,623
BlackRock money market fund			—				1,813,773				—				1,813,773
PNC Investment Contract Fund			—				145,789				—				145,789
Total investments		$	23,967,498			$	1,959,562			$	—			$	25,927,060

As of result of the growth of the Plan, the money market fund was one of several funds available under the Plan that moved to a share class with a lower expense ratio in 2012. This move between share classes caused the shares of this money market fund to be valued using quoted market prices in active markets for identical assets. This resulted in the money market fund moving from Level 2 to Level 1 during 2012.

As a practical expedient, the Plan measures the fair value of certain investments based on the investee’s NAV or its equivalent. As a result of applying the practical expedient, the fair value of the common trust fund was determined based on NAV as of December 31, 2012, and the fair value of the money market and common trust fund was determined based on NAV as of December 31, 2011. Investments in the money market and common trust fund do not have a holding period. There are no unfunded commitments for investments in the money market and common trust fund. The money market fund and common trust fund seek to preserve principal investment while earning interest income.

 

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Multi-Color Corporation 401(k) Savings Plan

EIN 31-1125853 Plan No. 001

Form 5500, Schedule H, Line 4i -

Schedule of Assets (Held at End of Year)

December 31, 2012

 

(a)		(b)		(c)		(e)
				Description of investment
				including maturity date,
		Identity of issuer, borrower,		rate of interest, collateral,		Current
		lessor, or similar party		par or maturity value		value
		American EuroPacific Growth Fund		Mutual Fund		$	997,353
		American Beacon Large Cap Value Fund		Mutual Fund			1,274,683
		American Century Heritage Fund		Mutual Fund			3,954,364
		American New Perspective Fund		Mutual Fund			1,831,762
		Baron Small Cap Fund		Mutual Fund			687,827
		BlackRock Index Equity Fund		Mutual Fund			3,899,800
		BlackRock Money Market Fund		Money Market Fund			2,228,567
		Dreyfus Bond Market Index Inv		Mutual Fund			532,057
		Dreyfus Midcap Index Fund		Mutual Fund			1,431,061
		Dreyfus Small Cap Index Fund		Mutual Fund			840,387
		Fidelity Advisor Strategic Income Fund		Mutual Fund			1,341,813
		Invesco Charter Fund		Mutual Fund			2,043,975
		Janus Balanced Class T Fund		Mutual Fund			4,915,780
		Janus Overseas Class T Fund		Mutual Fund			1,715,830
*		Multi-Color Corporation Common Stock		Common Stock			4,656,291
		PIMCO Total Return Fund		Mutual Fund			4,274,315
*		PNC Investment Contract Fund		Common Trust Fund			3,370,880
		Royce Opportunity Fund		Mutual Fund			694,563
		T. Rowe Price 2010 Retirement Fund		Mutual Fund			352,593
		T. Rowe Price 2020 Retirement Fund		Mutual Fund			2,557,701
		T. Rowe Price 2030 Retirement Fund		Mutual Fund			2,617,365
		T. Rowe Price 2040 Retirement Fund		Mutual Fund			1,676,753
		T. Rowe Price 2050 Retirement Fund		Mutual Fund			403,244
		Wells Fargo Advantage Large Cap Growth Fund		Mutual Fund			4,537,577
*		Various participants		Notes Receivable (Interest rates ranging from 4.25% to 8.50%, maturing through 2018)			2,137,225
						$	54,973,766

 

*	Indicates party-in-interest

 

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SIGNATURES

THE PLAN. 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   By:     Multi-Color Corporation as Plan Administrator
Date: July 1, 2013		By:		/s/Sharon E. Birkett
				Sharon E. Birkett Vice President Finance, Chief Financial and Accounting Officer, Secretary

 

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