SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________.
Commission File No.: 000-12954
A. Full title of the plan and the address of the plan, if different
from that of the issuer below:
Cadmus Thrift Savings Plan
B. Name of the issuer of the securities held pursuant to the plan and
the address of the principal executive office:
Cadmus Communications Corporation
1801 Bayberry Court, Suite 200
Richmond, Virginia 23226
REQUIRED INFORMATION
The following financial statements are furnished for the Cadmus Thrift
Savings Plan:
Report of Independent Accountants
Statements of Net Assets Available for Benefits - Modified Cash Basis
December 31, 2001 and 2000
Statement of Changes in Net Assets Available for Benefits - Modified Cash Basis
for the Year Ended December 31, 2001
Notes to Financial Statements December 31, 2001 and 2000
Schedule of Assets Held for Investment Purposes - Modified Cash Basis
at December 31, 2001
Consent of Independent Accountants
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrator of the Plan has caused this Annual Report to be signed on its
behalf by the undersigned thereunto duly authorized.
CADMUS THRIFT SAVINGS PLAN
Cadmus Communications Corporation
(As Plan Administrator)
June 26, 2002 By: /s/ Stephen E. Hare
- ----------------------- --------------------
(Date) Stephen E. Hare
Executive Vice President
and Chief Financial Officer
CADMUS THRIFT SAVINGS PLAN
Financial Statements
December 31, 2001 and 2000
CADMUS THRIFT SAVINGS PLAN
Table of Contents
Page
----
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits - Modified Cash Basis 2
Statement of Changes in Net Assets Available for Benefits - Modified Cash Basis 3
Notes to Financial Statements 4-8
Supplemental Information:
Schedule of Assets Held for Investment Purposes - Modified Cash Basis at
December 31, 2001 9
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator
Cadmus Thrift Savings Plan:
We have audited the accompanying statements of net assets available for
benefits - modified cash basis of the Cadmus Thrift Savings Plan (the "Plan") as
of December 31, 2001 and 2000, and the related statement of changes in net
assets available for benefits - modified cash basis for the year ended December
31, 2001. 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 auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audits 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 audits provide a reasonable basis
for our opinion.
As described in Note 2, these financial statements were prepared on the
modified cash basis of accounting, which is a comprehensive basis of accounting
other than generally accepted accounting principles.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Cadmus Thrift Savings Plan as of December 31, 2001 and 2000, and the changes in
its net assets available for benefits for the year ended December 31, 2001, on
the modified cash basis of accounting as described in Note 2.
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 for investment purposes 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 Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental information is the responsibility of the
Plan's management. The 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.
Keiter, Stephens, Hurst, Gary & Shreaves, P.C.
Richmond, Virginia
June 7, 2002
CADMUS THRIFT SAVINGS PLAN
Statements of Net Assets Available for Benefits -
Modified Cash Basis
December 31, 2001 and 2000
Assets 2001 2000
------ ---- ----
Investments, at fair value $116,819,230 $ 88,511,495
Participant loans 4,130,735 3,123,362
------------ ------------
Net assets available for benefits $120,949,965 $ 91,634,857
============ ============
See accompanying notes to financial statements.
2
CADMUS THRIFT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits -
Modified Cash Basis
For the Year Ended December 31, 2001
Additions:
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 4,316,562
Net depreciation in the fair value of investments ( 6,303,955)
--------------
Total investment income (loss) ( 1,987,393)
--------------
Contributions:
Employer 2,283,753
Participants 7,074,626
Rollovers 343,405
--------------
Total contributions 9,701,784
--------------
Total additions 7,714,391
--------------
Deductions:
Benefits paid to participants 8,933,942
Fiduciary and investment manager fees 135,427
--------------
Total deductions 9,069,369
--------------
Transfer in of merged plan assets 30,670,086
--------------
Net increase 29,315,108
--------------
Net assets available for benefits:
Beginning of year 91,634,857
--------------
End of year $ 120,949,965
==============
See accompanying notes to financial statements.
3
CADMUS THRIFT SAVINGS PLAN
Notes to Financial Statements
1. Description of Plan:
The following description of the Cadmus Thrift Savings Plan (the
"Plan") provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's
provisions.
General: The Plan is a defined contribution plan covering
substantially all employees of Cadmus Communications Corporation and
its subsidiaries (the "Company"), with the exception of employees who
are members of one of the following collective bargaining units: East
Stroudsburg Typographical Union Local #14810, Graphic Communications
Union - Local 160-M, Graphic Communications International Union -
Local 138B and Lancaster Local No. 70 - Printing, Publishing and Media
Workers Sector - CWA. Generally, employees who have attained age 18
and have completed one month of service, as defined in the Plan, are
eligible to participate in the Plan. Eligibility requirements differ
for employees who are members of collective bargaining units. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
Effective January 1, 2001, the Mack Printing Company Thrift Plan was
merged into the Plan. Assets from the Mack Printing Company Thrift
Plan were transferred to the Plan's trustee.
Plan Administration: Overall responsibility for administering the Plan
rests with the Benefits and Investment Committee (the "Committee") of
the Board of Directors of the Company. The Plan administrator is
responsible for the daily operation of the Plan. T. Rowe Price Trust
Company ("T. Rowe Price") is trustee for the Plan.
Contributions: The Plan provides for participant contributions of up
to 18% of annual compensation, as defined in the Plan. The Company
will make a quarterly matching contribution out of its profits in an
amount equal to 25% of participant contributions, based on the lesser
of each participant's contribution or 6% of the participant's
compensation. The Company may make discretionary matching
contributions as determined annually by its Board of Directors.
Participants may also contribute amounts representing distributions
from other qualified defined benefit or contribution plans.
Contributions are subject to certain limitations.
Additionally, the Company contributes a percentage of annual base
compensation on behalf of participants employed at the Science Press
Division, Port City Press Division and non-bargaining unit employees
of the East Stroudsburg Division in lieu of a contribution to the
Company's defined benefit pension plan. For employees of collective
bargaining units at the East Stroudsburg Division, the Company
contributes a flat dollar amount to the Plan in lieu of a contribution
to the Company's defined benefit pension plan.
4
CADMUS THRIFT SAVINGS PLAN
Notes to Financial Statements, Continued
1. Description of Plan, continued:
Participant Accounts: Each participant's account is credited with the
participant's contributions and allocations of (a) the Company's
contributions and (b) Plan earnings. Allocations are based on
participant earnings or account balances, as defined in the Plan.
Forfeited balances of terminated participants' accounts are used to pay
administrative expenses of the Plan, and any excess is used to reduce
future Company contributions. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
vested account.
Vesting: Participants are immediately vested in their contributions,
plus actual earnings thereon. Vesting in Company matching
contributions, plus actual earnings thereon, is based on years of
continuous service. A participant is 100% vested after five years of
credited service.
Payment of Benefits: Distribution of the vested
portion of a participant's account will occur upon the participant's
termination of service, retirement, death, or disability, as defined in
the Plan. A participant is entitled to receive a lump-sum payment or an
annuity paid in semi-annual installments for up to five years or, in
certain cases, for life.
Forfeitures: Forfeited balances of participants' non-vested accounts
are used to reduce future Company contributions. Forfeitures were
$19,843 and $249,995, respectively, for the Plan years ended December
31, 2001 and 2000.
Investment Options: Upon enrollment in the Plan, participants may
direct the trustee as to the investment of their account balances into
eleven investment options offered by the Plan. The Plan currently
offers one common/collective trust, nine mutual funds, and one fund
investing in Cadmus Communications Corporation common stock as
investment options for participants. Participants may change their
investment elections at any time.
Participant Loans: Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50%
of their vested account balance. Loan terms cannot exceed five years,
unless the proceeds are used to acquire a principal residence. Only two
loans per participant may be outstanding at any time. The loans are
secured by the vested balance in the participant's account and bear
interest at a fixed rate equal to The Wall Street Journal's prime rate
at the time of the borrowing plus 1.5%. Principal and interest are paid
ratably through payroll deductions.
2. Summary of Significant Accounting Policies:
Basis of Accounting: The accompanying financial statements of the Plan
have been prepared on the modified cash basis of accounting.
Investments are adjusted to fair value, while contributions and
expenses are recognized as cash is received or paid. Receivables,
payables, and accrued expenses are not reflected.
5
CADMUS THRIFT SAVINGS PLAN
Notes to Financial Statements, Continued
2. Summary of Significant Accounting Policies, continued:
Investment Valuation and Income Recognition: The Plan's investments are
stated at fair value. Investments in Cadmus common stock and mutual
funds are valued at quoted market prices. Net realized and unrealized
appreciation (depreciation) is recorded in the accompanying statement
of changes in net assets available for benefits - modified cash basis
as net appreciation (depreciation) in fair value of investments.
Participant loans are valued at cost, which approximates fair value.
The Stable Value Common Trust Fund is valued at contract value, which
approximates fair value. The average yields for the Stable Value Fund
were 7.5% and 6.0% for the years ended December 31, 2001 and 2000,
respectively. As of December 31, 2001 and 2000, the interest rates for
the Stable Value Common Trust Fund ranged from 5.81% to 7.83%.
Purchases and sales of securities are recorded on a trade-date basis.
Interest and dividend income is recorded on the modified cash basis.
Payment of Benefits: Benefits are recorded when paid.
Use of Estimates: The preparation of financial statements in conformity
with the modified cash basis of accounting requires the Plan
administrator to make estimates and assumptions that affect certain
reported amounts and disclosures. Actual results could differ from
those estimates.
3. Investments:
Investments that represent 5% or more of the Plan's net assets at
December 31 are as follows:
2001 2000
---- ----
T. Rowe Price:
Balanced Fund $ 23,419,840 $ 26,837,804
Stable Value Common Trust Fund 20,126,566 15,805,533
Growth Stock Fund 16,233,639 13,810,768
Equity Index Fund 16,461,967 15,338,384
Small-Cap Value Fund 6,591,026 4,932,498
New Horizons Fund 8,587,577 *
U.S. Treasury Intermediate Fund 6,117,651 *
Value Fund 11,334,268 *
* Represents less than 5% of net assets.
6
CADMUS THRIFT SAVINGS PLAN
Notes to Financial Statements, Continued
3. Investments, continued:
During 2001, the Plan's investments appreciated (depreciated) in fair value
as follows:
Mutual funds $ (6,772,849)
Common stock 468,894
--------------
Net depreciation $ (6,303,955)
==============
4. Administrative Expenses:
Administrative expenses of the Plan are paid by the Company. All
investment advisory fees are paid by the Plan and are reduced by
applicable forfeitures. Although not required by the Plan, certain
management, accounting, and audit services are provided by the Company
at no cost to the Plan.
5. Tax Status:
The Plan obtained its latest determination letter on January 17, 1996,
in which the Internal Revenue Service stated that the Plan, as amended,
was in compliance with the applicable requirements of the Internal
Revenue Code. The Plan has been amended since receiving the
determination letter. During 2002, the Plan filed a request for
determination letter from the Internal Revenue Service. The Plan
administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the Internal
Revenue Code.
6. Plan Termination:
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of Plan termination, participants will become 100% vested in their
accounts.
7. Related-Party Transactions:
The Plan invests in a number of T. Rowe Price mutual funds, a T. Rowe
Price Common/ Collective trust, and Cadmus Communications Corporation
common stock. These are related-party transactions and are identified
as parties-in-interest in the accompanying schedule.
7
CADMUS THRIFT SAVINGS PLAN
Notes to Financial Statements, Continued
8. Reconciliation to Form 5500:
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500 as filed by the Company
as of December 31:
2001 2000
---- ----
Net assets available for benefits per the
financial statements $ 120,949,965 $ 91,634,857
Contributions receivable 715,628 1,059,882
Accrued benefits payable ( 9,147) ( 89,487)
Accrued expenses ( 23,308) ( 17,645)
----------------- -----------------
Net assets available for benefits per the
Form 5500 $ 121,633,138 $ 92,587,607
================= =================
The following is a reconciliation of additions to net assets per the
financial statements to the Form 5500 for the year ended December 31,
2001:
Additions to net assets per the financial statements $ 7,714,391
Contributions receivable, net ( 344,254)
Contributions receivable of merged plan ( 275,860)
-----------------
Additions to net assets per the Form 5500 $ 7,094,277
=================
The following is a reconciliation of deductions from net assets per the
financial statements to the Form 5500 for the years ended December 31,
2001:
Deductions from net assets per the financial statements $ 9,069,369
Accrued benefits payable, net ( 80,340)
Accrued expenses, net 5,663
-----------------
Deductions from net assets per the Form 5500 $ 8,994,692
=================
The following is a reconciliation of transfers of assets per the
financial statements to the Form 5500 for the year ended December 31,
2001:
Transfers of assets per the financial statements $ 30,670,086
Contributions receivable 275,860
-----------------
Transfers of assets per the Form 5500 $ 30,945,946
=================
9. Subsequent Event:
Effective January 1, 2002, certain employees of the Company's East
Stroudsburg division who are members of the East Stroudsburg
Typographical Union Local #14810 became participants in the Plan.
8
CADMUS THRIFT SAVINGS PLAN
EIN: 54-1274108 Plan-003
Schedule of Assets Held for Investment Purposes - Modified Cash Basis
December 31, 2001
Current
Description of Investment Type of Investment Value
- ------------------------- ------------------ -----
T. Rowe Price:*
Balanced Fund Mutual fund $ 23,419,840
Stable Value Common Trust Fund Common/Collective trust 20,126,566
Growth Stock Fund Mutual fund 16,233,639
Equity Index Fund Mutual fund 16,461,967
Small-Cap Value Fund Mutual fund 6,591,026
International Stock Fund Mutual fund 2,959,227
New Horizons Fund Mutual fund 8,587,577
U.S. Treasury Intermediate Fund Mutual fund 6,117,651
Value Fund Mutual fund 11,334,268
Prime Reserve Fund Money market fund 3,031,851
Cadmus Communications Corporation* Common stock (176,979 shares) 1,955,618
Participant loans Interest rates ranging from 9.25% to 11.0% 4,130,735
------------
$120,949,965
============
"Cost" is not required as all investments are participant directed.
* Indicates a party-in-interest to the Plan.
See accompanying notes to financial statements.
9