þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
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FINANCIAL STATEMENTS: |
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3 | ||||||||
47 | ||||||||
8 | ||||||||
9 | ||||||||
Consent of Deloitte & Touche LLP |
NOTE: | All other schedules required by Section 2520.10310 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. |
2005 | 2004 | |||||||
ASSETS: |
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Investments: |
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Mutual funds |
$ | 4,005,798 | $ | 3,445,224 | ||||
Common collective trust fund |
24,718 | |||||||
Brady Corporation common stock |
614 | |||||||
Participant loans |
110,489 | 107,022 | ||||||
Total investments |
4,141,619 | 3,552,246 | ||||||
Employer contributions receivable |
236,508 | 246,700 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 4,378,127 | $ | 3,798,946 | ||||
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ADDITIONS: |
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Contributions: |
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Participant |
$ | 371,237 | ||
Employer |
236,508 | |||
Rollover |
5,780 | |||
Total contributions |
613,525 | |||
Investment income: |
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Net appreciation in fair value of investments |
58,497 | |||
Interest and dividends |
176,165 | |||
Net investment income |
234,662 | |||
Total additions |
848,187 | |||
DEDUCTIONS: |
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Benefits paid to participants |
252,328 | |||
Administrative expenses |
16,678 | |||
Total deductions |
269,006 | |||
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS |
579,181 | |||
NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
3,798,946 | |||
End of year |
$ | 4,378,127 | ||
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1. | DESCRIPTION OF THE PLAN | |
The following description of the EMED Co., Inc. 401(k) Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information. | ||
GeneralThe Plan is a defined contribution plan covering all full-time employees of EMED Co., Inc. (the Company) who have three months of service and are age twenty-one or older. The Company controls and manages the operation and administration of the Plan. On July 8, 2005, the Company replaced Expert Plan, the former recordkeeper, and Matrix Capital Bank Trust, the former custodian, with PNC Bank, N.A. As of December 31, 2005, PNC Bank, N.A. serves as the recordkeeper and custodian of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. | ||
ContributionsEach year, participants may contribute up to 100% of their pretax annual compensation, as defined in the Plan, subject to certain Internal Revenue Code (IRC) limitations. Additional amounts may be contributed at the discretion of the Companys board of directors. Discretionary contributions of $236,508 were made for the year ended December 31, 2005. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. | ||
Participant AccountsIndividual accounts are maintained for each Plan participant. Each participants account is credited with the participants contribution and allocations of Company discretionary contributions, participant forfeitures and Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. 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 participants vested account. | ||
InvestmentsParticipants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers a variety of investment options including equity funds, a common collective trust fund, one bond fund, a money market fund, and Brady Corporation common stock. Effective July 8, 2005, participants were first offered the option to invest in Brady Corporation Class A non-voting common stock. | ||
VestingParticipants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Companys contribution portion of their accounts is based on years of continuous service. A participant is vested based on the following vesting schedule: 10% at 1 year, 20% at 2 years, 40% at 3 years, 60% at 4 years, 80% at 5 years, and 100% at 6 years of service. | ||
Participant LoansParticipants may borrow from their fund accounts up to a maximum of $50,000 or 50% of their account balance, whichever is less. The loans are secured by the balance in the participants account and bear interest at rates commensurate with local prevailing rates at the time funds are borrowed as determined quarterly by the Plan administrator. Interest rates range from 6% to 8% for outstanding loans as of December 31, 2005. Principal and interest is paid ratably through payroll deductions. |
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Payment of BenefitsOn termination of service, a participant may elect to receive a lump-sum amount equal to the value of the participants vested interest in his or her account. | ||
Forfeited AccountsAt December 31, 2005 and 2004, forfeited nonvested accounts totaled $30,520 and $9,282, respectively. Amounts forfeited are allocated amongst eligible participants on a pro rata basis determined by the participants accounts. | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of AccountingThe accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | ||
Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. | ||
Risks and UncertaintiesThe Plan utilizes investment instruments such as mutual funds. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, 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. | ||
Investment Valuation and Income RecognitionThe Plans investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. Participant loans are valued at the outstanding loan balances. | ||
The Plan invests in the PNC EMED Stable Asset Fund. The PNC EMED Stable Asset Fund is made up of the PNC Investment Contract Fund and Blackrock Money Market Fund. The PNC Investment Contract Fund is a common collective trust that invests in fully benefit responsive guaranteed investment contracts (GICs) and synthetic guaranteed investment contracts (SGICs). The GICs and SGICs are recorded at contract value, which approximates fair value. The average yields were approximately 4.08% and 3.44% as of December 31, 2005 and 2004, respectively. | ||
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. | ||
Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of net appreciation in the fair value for such investments. | ||
Administrative ExpensesAdministrative expenses of the Plan are paid by the Plan as provided in the Plan Document. | ||
Payment of BenefitsBenefit payments to participants are recorded upon distribution. There were no amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid as of December 31, 2005 and 2004. |
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3. | INVESTMENTS | |
The Plans investments that represented 5% or more of the Plans net assets available for benefits as of December 31, 2005 and 2004, are as follows: |
2005 | 2004 | |||||||
Fidelity Advisors Equity Growth Fund |
$ | 928,214 | $ | | ||||
American Funds Washington Investors Fund |
855,059 | |||||||
Fidelity Advisors Intermediate Bond Fund |
695,113 | |||||||
Fidelity Diversified International Fund |
475,008 | |||||||
BlackRock Small Cap Growth Equity Portfolio* |
405,184 | |||||||
American Century Small Cap Value Fund |
320,324 | |||||||
Dodge and Cox Stock Fund |
757,691 | |||||||
Harbor Capital Appreciation Fund |
649,234 | |||||||
Scudder US Bond Index Fund |
581,807 | |||||||
Scudder EAFE Equity Index Fund |
377,052 | |||||||
Vanguard Capital Opportunity Fund |
226,260 | |||||||
Vanguard Small-Cap Value Fund |
215,392 | |||||||
Vanguard Strategic Equity Fund |
200,736 |
* | Party-in-interest. |
During the year ended December 31, 2005, the Plans mutual fund investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows: |
Equity funds |
$ | 68,948 | ||
Bond fund |
(12,575 | ) | ||
Money market fund |
1,665 | |||
Common collective trust fund |
384 | |||
Brady Corporation common stock |
74 | |||
$ | 58,496 | |||
4. | PLAN TERMINATION | |
Although it has not expressed any intention 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 set forth in ERISA. In the event that the Plan is terminated, participants would become 100% vested in their accounts. | ||
5. | FEDERAL INCOME TAX STATUS | |
The Plan uses a prototype plan document sponsored by Expert Plan, Inc. (Expert Plan). Expert Plan received an opinion letter from the Internal Revenue Service (IRS), dated November 11, 2001, which states that the prototype document satisfies the applicable provisions of the Internal Revenue Code (IRC). The Plan itself has not received a determination letter from the IRS. However, the Plans management believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income tax has been included in the Plans financial statements. |
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6. | RELATED PARTY TRANSACTIONS | |
The Plan invests in Company common stock. Certain plan investments represent shares of mutual funds and common collective trust funds managed by the custodian. These transactions are considered party-in-interest transactions. These transactions are not, however, considered prohibited transactions under ERISA regulations. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund. |
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Par Value, | Fair | |||||||
Units or Shares | Description | Value | ||||||
EQUITY FUNDS: |
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2,357 | MFS Emerging Markets Equity Fund |
$ | 71,784 | |||||
19,346 | Fidelity Advisors Equity Growth Fund |
928,214 | ||||||
14,598 | Fidelity Diversified International Fund |
475,008 | ||||||
659 | PIMCO Commodity Real Return |
9,788 | ||||||
24,176 | Blackrock Small Cap Growth Equity Portfolio* |
405,184 | ||||||
33,228 | American Century Small Cap Value Fund |
320,324 | ||||||
27,735 | American Funds Washington Investors Fund |
855,059 | ||||||
695 | T Rowe Price Retirement 2010 |
10,108 | ||||||
186 | T Rowe Price Retirement 2030 |
3,064 | ||||||
57 | T Rowe Price Retirement 2040 |
946 | ||||||
918 | Vanguard Institutional Index Fund |
104,672 | ||||||
3,184,151 | ||||||||
COMMON COLLECTIVE TRUST FUND |
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8,874 | PNC Investment Contract Fund* |
24,718 | ||||||
BOND FUND |
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64,184 | Fidelity Advisors Intermediate Bond Fund |
695,113 | ||||||
MONEY MARKET FUNDS: |
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122,115 | Blackrock Money Market Portfolio* |
126,494 | ||||||
40 | Brady Stock Liquidity Fund* |
40 | ||||||
126,534 | ||||||||
COMMON STOCK |
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17 | Brady Corporation Class A Non-voting* |
614 | ||||||
PARTICIPANT LOANSAt various rates; |
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due through 2020* |
110,489 | |||||||
TOTAL ASSETS (HELD AT END OF YEAR) | $ | 4,141,619 | ||||||
* | Party-in-interest. |
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EMED CO INC., 401(k) PLAN |
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Date: October 16, 2006 | ||||
Gary Vose | ||||
Plan Administrative Committee Member | ||||