mt

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

þAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended February 29, 201628, 2023

OR

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

¨Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number 1-5807

ENNIS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Texas

75-0256410

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

2441 Presidential Pkwy., Midlothian,Texas

76065

2441 Presidential Pkwy., Midlothian, Texas

76065

(Address of Principal Executive Offices)

(Zip code)

(Registrant’s Telephone Number, Including Area Code) (972) (972) 775-9801

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $2.50 per share

EBF

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨Noþ

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨Noþ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one).

Large accelerated Filer

¨

Accelerated filer

þ

Non-accelerated filer

¨  (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company.

¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The aggregate market value of voting stock held by non-affiliates of the Registrant as of August 31, 20152022 was approximately $362$530 million. Shares of voting stock held by executive officers, directors and holders of more than 10% of the outstanding voting stock have been excluded from this calculation because such persons may be deemed to be affiliates. Exclusion of such shares should not be construed to indicate that any of such persons possesses the power, direct or indirect, to control the Registrant, or that any such person is controlled by or under common control with the Registrant.

The number of shares of the Registrant’s Common Stock, par value $2.50, outstanding at April 29, 2016May 9, 2023 was 26,069,164.25,853,027.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the 20162023 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.



ENNIS, INC. AND SUBSIDIARIES

FORM 10-K

FOR THE PERIOD ENDED FEBRUARY 29, 201628, 2023

TABLE OF CONTENTS

PART II::

Item 1

Business

3

Item 1A

Risk Factors

9

Item 1B

Unresolved Staff Comments

15

Item 2

Properties

15

Item 3

Legal Proceedings

17

Item 4

Mine Safety Disclosures

17

PART II:

Item 51A

Risk Factors

8

Item 1B

Unresolved Staff Comments

13

Item 2

Properties

13

Item 3

Legal Proceedings

15

Item 4

Mine Safety Disclosures

15

PART II:

Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities

17

15

Item 67

Selected Financial Data

20

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21

17

Item 7A

Quantitative and Qualitative Disclosures about Market Risk

34

24

Item 8

Consolidated Financial Statements and Supplementary Data

35

24

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

35

Item 9A

Controls and Procedures

35

Item 9B

Other Information

36

PART III:

24

Item 109A

Controls and Procedures

24

Item 9B

Other Information

25

PART III:

Item 10

Directors, Executive Officers and Corporate Governance

36

26

Item 11

Executive Compensation

36

26

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

36

26

Item 13

Certain Relationships and Related Transactions, and Director Independence

36

26

Item 14

Principal Accountant Fees and Services

36

PART IV:

26

PART IV:

Item 15

Exhibits and Financial Statement Schedules

37

27

Signatures

38

28


Cautionary Statements Regarding Forward-Looking Statements

All of the statements in this Annual Report on Form 10-K, other than historical facts, are forward-looking statements, including, without limitation, the statements made in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” particularly under the caption “Overview.” As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. The words “could,” “should,” “feel,” “anticipate,” “aim,” “preliminary,” “expect,” “believe,” “estimate,” “intend,” “intent,” “plan,” “will,” “foresee,” “project,” “forecast,” or the negative thereof or variations thereon, and similar expressions identify forward-looking statements.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for these forward-looking statements. In order to comply with the terms of the safe harbor, Ennis, Inc. notes that forward-looking statements are subject to known and unknown risks, uncertainties and other factors relating to its operations and business environment, all of which are difficult to predict and many of which are beyond the control of Ennis, Inc. These known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements.

These statements reflect the current views and assumptions of management with respect to future events. Ennis, Inc. does not undertake, and hereby disclaims, any duty to update these forward-looking statements, even though its situation and circumstances may change in the future. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. The inclusion of any statement in this report does not constitute an admission by Ennis, Inc. or any other person that the events or circumstances described in such statement are material.

We believe these forward-looking statements are based upon reasonable assumptions. All such statements involve risks and uncertainties, and as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including but not limited to, general economic, business and labor conditions, including the potential adverse effects of potential recessionary concerns, inflationary issues and supply chain disruptions; and the potential impact on our operations; our ability to implement our strategic initiatives and control our operational costs; dependence on a limited number of key suppliers; our ability to recover the rising cost of raw materials and other costs (i.e.,(including energy, freight, labor, and benefit costs, etc.)costs) in markets that are highly price competitive and volatile; uninsured losses, including those from natural disasters, catastrophes, pandemics, theft or sabotage; the impact of the novel coronavirus (COVID-19) pandemic or future pandemics on the U.S. and local economies, our ability to getbusiness operations, our utilities to meetworkforce, our projected demand;supply chain and our customer base; our ability to timely or adequately respond to technological changes in the industry; cybersecurity risks; the impact of the Internetinternet and other electronic media on the demand for forms and printed materials; the impact of foreign competition, tariffs, trade regulations and import restrictions; changes in economic, political and social instability relating to our foreign operations; customer credit risk; competitors’ pricing strategies; a decline in business volume and profitability could result in an impairment in our reported goodwill negatively impacting our operational results; our ability to retain key management personnel; and our ability to identify, manage or integrate acquisitions; and changes in government regulations.acquisitions.

3


PART I

ITEM 1.BUSINESS

OverviewITEM 1. BUSINESS

Overview

Ennis, Inc. (the “Company”) (formerly Ennis Business Forms, Inc.) (collectively with its subsidiaries, the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our) was organized under the laws of Texas in 1909. Ennis, Inc.We and itsour subsidiaries print and manufacture a broad line of business forms and other business products (the “Print Segment”) and also manufacture a line of activewear (the “Apparel Segment”) for distribution throughout North America. The Print Segment distributesproducts. We distribute business products and forms throughout the United States primarily through independent dealers.distributors. This distributor channel encompasses independent print distributors, commercial printers, direct mail, fulfillment companies, payroll and accounts payable software companies, and advertising agencies, among others. We also sell products to many of our competitors to satisfy their customers’ needs. The Apparel Segment produces and sells activewear, including T-shirts, fleece goods and other wearables. Distribution of our activewear throughout the United States, Canada and Mexico is primarily through sales representatives. The distributor channel encompasses activewear wholesalers and screen printers. We offer a great selection of high-quality

activewear apparel with a wide variety of styles and colors in sizes ranging from toddler to 6XL. The apparel line features a wide variety of tees and fleece.Business Overview

On April 1, 2016, the Company entered into a Unit Purchase Agreement (the “Initial Purchase Agreement”) with Alstyle Operations, LLC (the “Initial Buyer”) and, for the limited purpose set forth in such Initial Purchase Agreement, Steve S. Hong. Under the Initial Purchase Agreement, the Initial Buyer agreed to acquire Alstyle Apparel, LLC and its subsidiaries (the “Apparel Segment”) from the Company for an aggregate purchase price of $88.0 million, consisting of $76.0 million in cash to be paid at closing, subject to a working capital adjustment, and an additional $12.0 million to be paid pursuant to a capital lease covering certain equipment utilized by the Apparel Segment that was to have been retained by the Company. The Initial Purchase Agreement contemplated post-closing transition services for up to 18 months.

Under the Initial Purchase Agreement, the Company retained the right to terminate such agreement in the event that the Company were to receive an unsolicited purchase offer for the Apparel Segment that was not matched by the Initial Buyer, which, in the judgment of the Board of Directors of the Company in the exercise of their fiduciary duties on behalf of the Company’s stockholders, deemed such offer to be a superior offer to the transactions contemplated by the Initial Purchase Agreement.

On May 4, 2016, the Company received what was determined to be a superior offer from Gildan Activewear Inc. (“Gildan”). In connection therewith, the Company terminated the Initial Purchase Agreement and paid the required $3.0 million termination fee to the Initial Buyer in connection therewith. In connection with the superior offer, the Company and Gildan have entered into a Unit Purchase Agreement, dated May 4, 2016 (the “Gildan Purchase Agreement”), pursuant to which Gildan will acquire the Apparel Segment from the Company for an all-cash purchase price of $110.0 million, subject to a working capital adjustment, customary indemnification arrangements, and the other terms of such agreement (the “Gildan Transaction”). The closing of the Gildan Transaction, which is anticipated to occur during the Company’s second fiscal quarter, is conditioned upon customary closing conditions, including applicable regulatory approvals. Following the closing, the Company will provide transition assistance to Gildan for certain administrative, financial, human resource, and information technology matters and will sublease from Gildan a portion of a certain property located in Anaheim, California that is leased by the Apparel Segment. As part of the purchase price, Gildan funded the Company’s payment of the $3.0 million termination fee payable to the Initial Buyer of the Apparel Segment in connection with the termination of the Initial Purchase Agreement with such Initial Buyer, as more fully described above. The Company filed a current Report on Form 8-K with the Securities and Exchange Commission on May 4, 2016 regarding the Gildan Transaction and reference is made herein to that report for further explanation.

Based on presently available information, on a preliminary and unaudited basis, and assuming a closing date by the end of June 2016, the Company anticipates that it will incur a pre-tax loss on the sale of Alstyle Apparel to Gildan pursuant to the Gildan Purchase Agreement of between $25.0 million and $35.0 million. Based on certain tax elections expected to be made, the Company is expecting to be able to treat the loss as an operating loss for tax purposes.

On July 31, 2015, we acquired the assets of CMC Group, Inc. for $0.3 million in cash plus the assumption of certain accrued liabilities. Management considers this acquisition immaterial and has omitted further discussion.

On December 31, 2014, we completed the acquisition of the stock of Kay Toledo Tag and Special Service Partners and their related entities (collectively “Kay Toledo”) for $16.2 million cash, in a stock purchase transaction. An additional $1.0 million is available to be paid over the next 3 years under an earn-out provision if certain financial metrics are achieved. Kay Toledo has locations in Toledo, Ohio and Neenah, Wisconsin through Special Service Partners. Experts in digital printing and customer short-run printing, Kay Toledo produces tags, labels, tickets and commercial printing. Kay Toledo, generated approximately $25.0 million in unaudited sales for the twelve month period ended December 31, 2014 and will continue to operate under its respective brand names.

On October 3, 2014, we acquired the assets of Hoosier Data Forms for $0.2 million in cash plus the assumption of certain trade payables. Management considers this acquisition immaterial and has omitted further discussion.

On June 16, 2014, we acquired the assets of Sovereign Business Forms, and its related entities, TRI-C Business Forms, Inc., Falcon Business Forms, Inc., Forms Manufacturers, Inc., Mutual Graphics, Inc., and Curtis Business

Forms, Inc. (collectively “Sovereign”) for $10.6 million in cash plus the assumption of certain trade liabilities. In addition, if certain financial metrics are met, an additional $1.0 million is available to be paid over the next 4 years under an earn-out provision. The cash portion of the purchase price was funded by borrowing under our line of credit facility. Sovereign produces snap sets, continuous forms and checks, laser forms, cut sheet forms and checks, and imprinted envelopes. Sovereign generated approximately $27.1 million in unaudited sales for the twelve month period ended December 31, 2013 and will continue to operate under its respective brand names.

Business Segment Overview

Our management believes we are the largest provider of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders to independent distributors in the United States andStates.

We are also a significant provider of blank T-shirts in North America to the activewear market. We operate in two reportable segments: Print and Apparel. For additional financial information concerning segment reporting, please see Note 13 of the Notes to the Consolidated Financial Statements beginning on page F-29.

Print Segment

The Print Segment, which represented 68%, 66%, and 63% of our consolidated net sales for the fiscal years ended February 29, 2016, February 28, 2015, and February 28, 2014, respectively, is in the business of manufacturing, designing and selling business forms and other printed business products primarily to distributors located in the United States. The Print Segment operates 58We operate 54 manufacturing plants throughout the United States in 2120 strategically located states.states as one reportable segment. Approximately 96%95% of the business products manufactured by the Print Segmentwe manufacture are custom and semi-custom products, constructed in a wide variety of sizes, colors, number of parts and quantities on an individual job basis, depending upon the customers’ specifications.

The products soldwe sell include snap sets, continuous forms, laser cut sheets, tags, labels, envelopes, integrated products, jumbo rolls and pressure sensitive products in short, medium and long runs under the following labels: Ennis®Ennis®, Royal Business Forms®Forms®, Block Graphics®, Specialized Printed Forms®Graphics®, 360º Custom LabelsSM, ColorWorx®ColorWorx®, Enfusion®Enfusion®, Uncompromised Check Solutions®Solutions®, VersaSeal®VersaSeal®, Ad ConceptsSM, FormSource LimitedSM, Star Award Ribbon Company®, Witt Printing®Printing®, B&D Litho®Litho®, Genforms®Genforms®, PrintGraphicsSMPrintGraphics®, Calibrated Forms®Forms®, PrintXcelSMPrintXcel®, Printegra®, Curtis Business FormsSM, Falcon Business FormsSMPrintegra®, Forms ManufacturersSM, Mutual GraphicsSMGraphics®, TRI-C Business FormsSM and, Major Business SystemsSM, Independent PrintingSM, Hoosier Data Forms®. TheForms®, Hayes Graphics®, Wright Business GraphicsSM, Wright 360SM, Integrated Print Segment& GraphicsSM, the Flesh CompanySM, Impressions DirectSM and AmeriPrintSM; We also sellssell the Adams McClure®McClure® brand (which provides Point of Purchase advertising for large franchise and fast food chains as well as kitting and fulfillment)advertising); the Admore®Admore®, Folder Express®, and Folder Express®Independent Folders® brands (which provide presentation folders and document folders); Ennis Tag & LabelSM (which provides custom printed, high performance labels and custom and stock tags); Allen-Bailey Tag & LabelSM, Atlas Tag & Label®Label®, Kay Toledo TagSMTag®, and Special Service PartnersSMPartners® (SSP) (which provides custom and stock tags and labels); Trade Envelopes® andEnvelopes®, Block Graphics®Graphics®, Wisco®Wisco®, and National Imprint Corporation®Corporation® (which provide custom and imprinted envelopes) and Northstar®Northstar® and General Financial Supply®Supply® (which provide financial and security documents); InfosealSM and PrintXcel® (which provide custom and stock pressure seal documents).

The Print Segment sells School Photo Marketing is a one-stop shop for over 1,400 school portrait photographers and professional photo labs nationwide, providing them with a complete array of products and services that reach over 15 million families and 30,000 schools, primarily in the K-8 market. We sell predominantly through private printers and independent distributors, as well as to many of our competitors. Northstar Computer Forms, Inc., one of our wholly-owned subsidiaries, also sells direct to a small number of customers, generally large banking organizations (where a distributor is not acceptable or available to the end-user). Northstar acquired several of the top 25 banks in the United States as customers and is actively pursuing other large banks within the top 25 tier of banks in the United States. Adams McClure, LP, a wholly-owned subsidiary, also sells direct to a small number of customers, where sales are generally through advertising agencies.

The printing industry generally sells its products either through sales made predominantly to end users, a market dominated by a few large manufacturers, such as R.R. Donnelley and Sons, Staples, Inc., Standard Register Co. (a subsidiary of Taylor Corporation), and Cenveo, Inc., or, like the Company, through a variety of independent distributors and distributor groups. While it is not possible, because of the lack of adequate public statistical information, to determine the Company’s share of the total business products market, management believes the Company is the largest producer of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders in the United States distributing primarily through independent dealers.

distributors.

4


There are a number of competitors that operate in this segment, ranging in size from single employee-owneremployee-owned operations to multi-plant organizations. We believe our strategic locations and buying power permit us to compete on a favorable basis within the distributor market on competitive factors, such as service, quality, and price.

Distribution of business forms and other business products throughout the United States is primarily done through independent dealers,distributors, including business forms distributors, resellers, direct mail, commercial printers, payroll and accounts payable software companies, and advertising agencies.

Raw materials of the Print Segment principally consist of a wide variety of weights, widths, colors, sizes, and qualities of paper for business products purchased primarily from generally one major supplier at favorable prices based on the volume of business.

Business products usage in the printing industry is generally not seasonal. General economic conditions and contraction of the traditional business forms industry are the predominant factorfactors in quarterly volume fluctuations.

Apparel SegmentRecent Acquisitions

The Apparel Segment represented 32%, 34%, and 37% of our consolidated net sales for the fiscal years ended February 29, 2016, February 28, 2015, and February 28, 2014, respectively, and operates under the name of Alstyle Apparel (“Alstyle”). Alstyle markets high quality knitted activewear (including T-shirts, tank tops and fleece) across all market segments. The main products of Alstyle are standardized shirts manufactured in a variety of sizes and colors. Approximately 97% of Alstyle’s revenues are derived from T-shirt sales and approximately 89% of its sales are domestic. Alstyle’s branded product lines are sold mainly under the AAA®, Alstyle Apparel and Activewear®, and Murina® brands.

Alstyle’s primary manufacturing operations are located in an owned manufacturing facility located in Agua Prieta, Mexico. Alstyle has three cut and sew facilities in Mexico (Agua Prieta, Ensenada and Hermosillo). In addition to its owned cut and sew facilities, Alstyle may also use outsourced manufacturers from time to time to supplement a portion of its cut and sew needs. After sewing and packaging areWe have completed the product is shipped to one of Alstyle’s nine distribution centers located across the United States, Canada, and Mexico.

Alstyle utilizes a customer-focused internal sales team comprised of twenty-one sales representatives assigned to specific geographic territories in the United States, Canada, and Mexico. Sales representatives are assigned performance objectives for their respective territories and are provided financial incentives for achievement of their target objectives. Sales representatives are responsible for developing business with large accounts and spend a majority of their time in the field.

Alstyle employs a staff of customer service representatives that handle call-in orders from smaller customers. Sales personnel sell directly to Alstyle’s customer base, which consists primarily of screen printers, embellishers, retailers, and mass marketers.

A majority of Alstyle’s sales continue to be branded products, with the remainder being customers’ private label products. Generally, sales to screen printers and mass marketers are driven by price and the availability of products, which directly impacts our inventory level requirements. Sales in the private label business are characterized by higher customer loyalty. As such, the Company increased its sales emphasis in this area in fiscal 2015 and fiscal 2016.

Alstyle’s most popular styles are produced based on demand management forecasts to service at-once business and to level production schedules. Alstyle offers same-day shipping and uses third-party carriers to ship products to its customers.

Alstyle’s sales are seasonal, with sales in the first and second fiscal quarters generally being the highest. The apparel industry is characterized by rapid shifts in fashion, consumer demand and competitive pressures, resulting in both price and demand volatility. However, the imprinted activewear market to which Alstyle sells is generally “event” driven. Blank T-shirts can be thought of as “walking billboards” promoting movies, concerts, sports teams, and “image” brands. Still, the demand for any particular product varies from time to time based largely upon changes in

consumer preferences and general economic conditions affecting the apparel industry. Over the years, the customer base has moved from media-centric products to more fashion-oriented products.

The apparel industry is comprised of numerous companies who manufacture and sell a wide range of products. Alstyle is primarily involved in the activewear market and produces T-shirts, fleece, blended and other fashion basic products and outsources some products from time-to-time from other countries like China, Pakistan, Central America and other foreign sources to sell to its customers through its sales representatives. Alstyle competes with many branded and private label manufacturers of knit apparel in the United States, Canada, and Mexico, some of which are larger in size and have greater financial resources than Alstyle. Alstyle competes on the basis of price, quality, service, and delivery. Alstyle’s strategy is to provide the best value to its customers by delivering a consistent, high-quality product at a competitive price, not necessarily the lowest price. Alstyle’s competitive disadvantage is its size in relation to its major competitors. Also, its brand name, Alstyle Apparel, is not as well-known as the brand names of its largest competitors, such as Gildan, Hanes, and Fruit of the Loom. While it is not possible to calculate precisely because of the lack of adequate public statistical information, management believes that Alstyle is one of the top providers of blank T-shirts in North America.

Raw materials of the Apparel Segment principally consist of cotton and polyester yarn purchased from a number of major suppliers at prevailing market prices, although we purchased 43% of our cotton and yarn during the current period from one supplier.acquisitions in recent years.

On April 1, 2016,November 30, 2022, the Company entered intoacquired the Initial Purchase Agreement withassets and business from School Photo Marketing ("SPM") in Morganville, New Jersey, which prior to the Initial Buyeracquisition generated approximately $5.9 million in sales for its fiscal year ended December 31, 2021. SPM provides printing, yearbook publishing and formarketing related services to over 1,400 school and sports photographers servicing schools around the limited purpose set forth in such Initial Purchase Agreement, Steve S. Hong. Under the Initial Purchase Agreement, the Initial Buyer agreed to acquire the Apparel Segment fromcountry.

On June 1, 2021, the Company for an aggregate purchase price of $88.0 million, consisting of $76.0acquired the assets and business from AmeriPrint Corporation ("AmeriPrint") in Harvard, Illinois, which prior to the acquisition generated approximately $6.5 million in cashsales for its fiscal year ended December 31, 2020, adding capabilities and expertise to be paid at closing, subject to a working capital adjustment,our expanding product offering including barcoding and an additional $12.0 million to be paid pursuant to a capital lease covering certain equipment utilized byvariable imaging.

On December 31, 2020, we acquired the Apparel Segment that was to be retained by the Company.assets of Infoseal LLC (“Infoseal”) in Roanoke, Virginia. The Initial Purchase Agreement contemplated post-closing transition services for up to 18 months.

Under the Initial Purchase Agreement, the Company retained the right to terminate such agreement in the event that the Company were to receive an unsolicited purchase offer for the Apparel Segment that was not matched by the Initial Buyer,acquisition of Infoseal, which in the judgment of the Board of Directors of the Company in the exercise of their fiduciary duties on behalf of the Company’s stockholders constituted a superior offerprior to the transactions contemplated by the Initial Purchase Agreement.acquisition generated approximately $19.2 million in sales for its fiscal year ended December 31, 2020, creates additional capabilities and expertise to our product offering including our existing VersaSeal pressure seal product line.

On May 4, 2016, the Company received what was determined to be a superior offer from Gildan. In connection therewith, the Company terminated the Initial Purchase Agreement and paid the required $3.0 million termination fee to the Initial Buyer in connection therewith. In connection with the superior offer, the Company and Gildan have entered into the Gildan Purchase Agreement, pursuant to which Gildan will acquire the Apparel Segment from the Company for an all-cash purchase price of $110.0 million, subject to a working capital adjustment, customary indemnification arrangements, and the other terms of such agreement. The closing of the Gildan Transaction, which is anticipated to occur during the Company’s second fiscal quarter, is conditioned upon customary closing conditions, including applicable regulatory approvals. Following the closing, the Company will provide transition assistance to Gildan for certain administrative, financial, human resource, and information technology matters and will sublease from Gildan a portion of a certain property located in Anaheim, California that is leased by the Apparel Segment. As part of the purchase price, Gildan funded the Company’s payment of the $3.0 million termination fee payable to the Initial Buyer of the Apparel Segment in connection with the termination of the Initial Purchase Agreement with such Initial Buyer, as more fully described above. The Company filed a current Report on Form 8-K with the Securities and Exchange Commission on May 4, 2016 regarding the Gildan Transaction, and reference is made herein to that report for further explanation.

Based on presently available information, on a preliminary and unaudited basis, and assuming a closing date by the end of June 2016, the Company anticipates that it will incur a pre-tax loss on the sale of Alstyle Apparel to Gildan pursuant to the Gildan Purchase Agreement of between $25.0 million and $35.0 million. Based on certain tax elections expected to be made, the Company is expecting to be able to treat the loss as an operating loss for tax purposes.

Patents, Licenses, Franchises and Concessions

Outside ofOther than the patent for the VersaSeal®our VersaSeal® product, we do not have any significant patents, licenses, franchises, or concessions.

5


Intellectual Property

We market our products under a number of trademarks and trade names. We have registered trademarks in the United States for Ennis®, EnnisOnlineSM, Alstyle®, A Alstyle Apparel®, AA Alstyle Apparel & Activewear®, AAA Alstyle Apparel & Activewear®, B&D Litho of AZ®, B&D Litho®, ACR®, Block Graphics®, Classic by Alstyle Apparel®, Enfusion®, Murina®, 360º Custom LabelsSM, Admore®, CashManagementSupply.comSM, Securestar®, Northstar®, MICRLink®, MICR ConnectionTM, Ennisstores.comTM, General Financial Supply®, Calibrated Forms®, PrintXcelSM, Printegra®, Trade Envelopes®, Witt Printing®, Genforms®, Royal Business Forms®, Crabar/GBFSM, BF&SSM,Adams McClure®, Advertising ConceptsTM, ColorWorx®, Atlas Tag & Label®, PrintgraphicsSM, Uncompromised Check Solutions®, VersaSeal®, VersaSeal SecureX®, Folder Express®, Wisco®, National Imprint Corporation®, Star Award Ribbon®, Kay Toledo TagSM, Curtis Business FormsSM, Falcon Business FormsSM, Forms ManufacturersSM, Mutual GraphicsSM, TRI-C Business FormsSM, SSPSM, EOSTouchpoint®, and Printersmall®, and variations of these brands as well as other trademarks. We have similar trademark registrations internationally. The protection of our trademarks is important to our business. We believe that our registered and common law trademarks have significant value and these trademarks are important to our ability to create and sustain demand for our products. We have registered trademarks in the United States for Ennis®, EnnisOnlineSM, B&D Litho of AZ®, B&D Litho®, ACR®, Block Graphics®, Enfusion®, 360º Custom LabelsSM, Admore®, CashManagementSupply.comSM, Securestar®, Northstar®, MICRLink®, MICR ConnectionTM, Ennisstores.comTM, General Financial Supply®, Calibrated Forms®, PrintXcel®, Printegra®, Trade Envelopes®, Witt Printing®, Genforms®, Royal Business Forms®, Crabar/GBFSM, BF&SSM, Adams McClure®, Advertising ConceptsTM, ColorWorx®, Allen-Bailey Tag & LabelSM, Atlas Tag & Label®, PrintgraphicsSM, Uncompromised Check Solutions®, VersaSeal®, VersaSeal SecureX®, Folder Express®, Wisco®, National Imprint Corporation®, Star Award Ribbon®, Kay Toledo Tag®, Falcon Business FormsSM, Forms ManufacturersSM, Mutual Graphics®, TRI-C Business FormsSM, SSP®, EOSTouchpoint®, Printersmall®, Check Guard®, Envirofolder®, Independent®, Independent Checks®, Independent Folders®, Independent Large Format Solutions®, Wright Business GraphicsSM, Wright 360SM, Integrated Print & GraphicsSM, the Flesh CompanySM, Impressions DirectSM, MegaformSM, Safe®, InfosealSM, and variations of these brands as well as other trademarks. We have similar trademark registrations internationally for certain trademarks.

Customers

No single customer accounts for as much as five percent of our consolidated net sales.sales or accounts receivable.

Backlog

At February 29, 2016,28, 2023, our backlog of firm orders was approximately $26.8$46.7 million, as compared to approximately $25.5$38.4 million at February 28, 2015.2022.

Research and Development

While we seek new products to sell through our distribution channel, there have been no material amounts spent on research and development in the fiscal year ended February 29, 2016.years 2023, 2022 or 2021.

Environment

We are subject to various federal, state, and local environmental laws and regulations concerning, among other things, wastewater discharges, air emissions and solid waste disposal. Our manufacturing processes do not emit substantial foreign substances into the environment. We do not believe that our compliance with federal, state, or local statutes or regulations relating to the protection of the environment has any material effect upon capital expenditures, earnings or our competitive position. There can be no assurance, however, that future changes in federal, state, or local regulations, interpretations of existing regulations or the discovery of currently unknown problems or conditions will not require substantial additional expenditures. Similarly, the extent of our liability, if any, for past failures to comply with laws, regulations, and permits applicable to our operations cannot be determined.

EmployeesEnvironmental Stewardship

At February 29, 2016,Ennis respects the environment and makes all attempts to protect our natural resources. We believe we had 6,018 employees. 3,496comply with all laws and regulations regarding the use and preservation of our land, air, and water. This principle has been part of our Code of Conduct since 2005. Our goal of operating in an environmentally responsible manner aligns with our goals of operating a profitable and responsible business. For example, we recycle waste material generated in our printing processes to generate income from selling the scrap material. We recycled 23.1 million pounds of paper and 2.2 million pounds of cardboard and cores in 2023. Additionally, the use of soy based inks allows us to avoid cleaning solutions that may pose environmental hazards. We use environmentally friendly cleaning agents to insure that our waste water is not contaminated and does not require special disposal.

Many of our plants engage with local energy suppliers to ask for recommendations on lowering energy usage. Participation in these energy audits generally results in replacing old lighting with more efficient LED lighting. Additionally, newer digital technology, which we have implemented in several of our locations, relies on less energy than older web-based presses due to shorter runs and ink jet technology.

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Another aspect of our business model which reduces carbon emissions is the reduction in transportation costs for our employees, as well as our customers. Approximately 80% of our facilities are located in small towns where the employees are less than 10 miles from the plant, and travel time is minimal. Our geographical dispersion reduces the amount of transportation time and distance associated with delivering our products to our customers. Likewise we use third party transportation and logistical companies to pick up and deliver our products. Partnering with larger shipping organizations that have the scale to be more resourceful and implement more energy efficient delivery methods enables us to ship our products in Mexico,an efficient and 21 employeeseffective manner.

Our primary supplier of paper is vital to our business as they supply raw materials that are minimally altered during the production process. Our primary supplier is SFI, FSC and PEFC certified. The SFI Forest Management Standard covers key values such as protection of biodiversity, species at risk and wildlife habitat; sustainable harvest levels; protection of water quality; and prompt regeneration. FSC certification ensures that products come from responsibly-managed forests that provide environmental, social and economic benefits. PEFC cares for forests globally and locally. They work to protect our forests by promoting sustainable forest management through certification. This means that all can benefit from the many products that forests provide now, while ensuring these forests will be around for generations to come. The Company’s primary paper supplier ensures that all of their supply chain materials are sourced with similar accredited suppliers allowing for more transparency and a more trustworthy supplier commitment to quality, safety and the protection of our natural resources.

Additionally, we use material safety sheets which outline potential hazardous materials so as to minimize the use of more hazardous materials. Given the low and de minimus use of these potentially hazardous materials, our plants generally fit in the lowest category of reporting standards to various state and local environmental agencies. The Company requires facility managers to minimize the use or site storage of any hazardous chemicals. Two thirds of our facilities are categorized as Very Small Quantity Generators and one third are considered Small Quantity Generators under the Environmental Protection Agency’s (“EPA”) hazardous waste regulations. Any hazardous waste generated is stored and properly disposed of in compliance with all EPA regulations and permits.

Two of our largest facilities have solvent recovery systems which allows recovery of press plate washing solutions for re-use. These systems result in a substantial reduction of any hazardous waste. The Company ensures that we are in Canada. Ofcompliance with applicable state and federal environmental laws on hazardous materials including Proposition 65 in California and federal Conflict Minerals compliance.

Attention to choice of material suppliers, transportation partners, energy usage and avoidance of hazardous wastes that might impact waste water disposal, are part of the domesticbusiness model that improves or avoids damage to the environment we live and work in.

Human Capital

At February 28, 2023, we had 1,919 employees. 167 employees 279 are represented by labor unions under collective bargaining agreements, which are subject to periodic negotiations. TwoWe believe we have a good working relationship with all of the unions that represent our employees.

Social Responsibility

Equal Employment Opportunity: Ennis promotes a cooperative and productive work environment by supporting the cultural and ethnic diversity of its workforce and is committed to providing equal employment opportunity to all qualified employees and applicants. Pursuant to our Code of Conduct adopted in 2005 and reviewed at least annually, we do not unlawfully discriminate on the basis of race, color, sex, sexual orientation, religion, national origin, marital status, age, disability, or veteran status in any personnel practice, including recruitment, hiring, training, promotion, and discipline. We are an Equal Opportunity Employer and we comply with all employment laws including Title VII of the Civil Rights Act of 1964, Immigration and Nationality Act, and the Immigration Reform and Control Act. We take allegations of harassment and unlawful discrimination seriously and address all such concerns that are raised regarding our Code of Conduct.

Safety and Health: A safe and clean work environment is important to the well-being of all Ennis employees. Ennis complies with applicable safety and health regulations and appropriate practices. Throughout the year facilities are reviewed monthly to determine if the accidents/injuries that occurred could have been avoided. Incidents are reviewed to determine measures that can be taken to prevent reoccurrence of claims at that facility or another facility. A monthly Facility Report is sent to all facilities reminding them about safety issues and certain claims that have occurred in other locations. Annually, facilities are required to submit an audit of compliance

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with mandated OSHA safety programs. Facilities that have higher than normal claims are worked with directly or visited by a business director or a representative from our workers’ compensation carrier. Protocols and trainings are in place to protect the health and safety of all our employees. Safety audits are completed throughout the organization. The Company strictly monitors safety issues in all of our hourlyfacilities, and each facility has someone in charge of review and training of employees on safety issues. Consistent with our culture of promoting workplace safety, our plants take pride in Mexicodetailing the amount of time since the last safety incident and strive to maintain the lack of an occurrence.

Ennis is dedicated to ensuring that business is conducted ethically. All Ennis management must read, agree with, contracts expiringand sign a Code of Conduct and Ethics policy at least annually.

Each of our locations support local non-profit organizations, educational institutions and youth sport teams based on their local community needs. The majority of our locations are located in suburban or rural communities where the plant is a major employer and supporter of the local economy. Some examples include Midlothian Educational Foundation (Ennis is a founding member), Project Graduation, Toys for Tots, Angel Trees, United Way fundraisers, and youth sport team sponsorships. Additional support includes in-kind donations, volunteer hours and financial support for various times (all hourly employees are full-time).

local organizations.

Available Information

We make ourOur annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 are available free of charge under the Investors Relations page on our website,www.ennis.com,, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). Information on our website is not included as a part of, or incorporated by reference into, this report. Our SEC filings are also available through the SEC’s website,www.sec.gov. In addition, the public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

ITEM 1A.RISK FACTORS

ITEM 1A. RISK FACTORS

You should carefully consider the risks described below, as well as the other information included or incorporated by reference in this Annual Report on Form 10-K, before making an investment in our common stock. The risks described below are not the only ones we face in our business. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. If any of the following risks occur, our business, financial condition or operating results could be materially harmed. In such an event, our common stock could decline in price and you may lose all or part of your investment.

Risks related to our business and operations

Our results and financial condition are affected by global and local market conditions, and competitors’ pricing strategies, which can adversely affect our sales, margins, and net income.

Our results of operations are substantiallycan be affected not only by global economic conditions, but also by local, national and worldwide market conditions,conditions. The consequences of domestic and competitors’ pricing strategies,international economic uncertainty or instability, volatility in commodity markets, and domestic or international policy uncertainty, all of which we have seen in the past, can vary substantially by market.all impact economic activity. Unfavorable conditions can depress the demand for our products and thus sales in a given market and may prompt promotional or other actionscompetitor’s pricing strategies that adversely affect our margins or constrain our operating flexibility or result in charges.flexibility. Certain macroeconomic events, such as the past crisiscrises in the financial markets, could have a more wide-ranging and prolonged impact on the general business environment, which could also adversely affect us. In particular, the COVID-19 pandemic negatively impacted local, national and worldwide economies, and introduced market volatility. Whether we can manage these risks effectively depends mainly on the following:

Ourseveral factors, including (i) our ability to manage movements in commodity prices and the impact of government actions to manage national economic conditions such as consumer spending, inflation rates and unemployment levels, particularly given the currentpast volatility in the global financial markets; and

Themarkets, (ii) the impact on our margins of labor costs given our labor-intensive business model, the trend toward higher wages in both mature and developing markets and the potential impact of union organizing efforts on day-to-day operations of our manufacturing facilities.

Declining economic conditions could negatively impact our business.

Our operations are affected by local, nationalfacilities and worldwide economic conditions. The consequences of domestic and international economic uncertainty or instability, volatility in commodity markets, and domestic or international policy uncertainty, all of which we have seen, can all impact economic activity. This in turn can impact the demand for our products. Instability in the financial markets also may affect our cost of capital and our ability to raise capital, if needed.

The terms and conditions of our credit facility impose certain restrictions on our operations. We may not be able to raise additional capital, if needed, for proposed expansion projects.

The terms and conditions of our credit facility impose certain restrictions on our ability to incur additional debt, make capital expenditures, acquisitions and asset dispositions, as well as imposing(iii) other customary covenants, such as requiring a tangible equity level and a ratio of total funded debt to the sum of net earnings plus interest, tax, depreciation and amortization (“EBITDA”). Our ability to comply with the covenants may be affected by events beyond our control, such as distressed and volatile financial and/or consumer markets, etc. A breach of any of these covenants could result in a default under our credit facility. In the event of a default, the bank could elect to declare

the outstanding principal amount of our credit facility, all interest thereon, and all other amounts payable under our credit facility to be immediately due and payable. As of February 29, 2016, we were in compliance with all terms and conditions of our credit facility, which matures on August 18, 2016. During the period we received a binding commitment from our primary lender to extend the maturity date on the above Facility to August 19, 2017 for an amount in excess of the amount outstanding under the same terms and conditions.

Declining financial market conditions and continued decline in long-term interest rates could adversely impact the funded status of our pension plan.

We maintain a noncontributory defined benefit retirement plan (the “Pension Plan”) covering approximately 8% of our employees. Included in our financial results are Pension Plan costs that are measured using actuarial valuations. The actuarial assumptions used may differ from actual results. In addition, as our Pension Plan assets are invested in marketable securities, severe fluctuations in market values could potentially negatively impact our funded status, recorded pension liability, and future required minimum contribution levels. In addition, a decline in long-term debt interest rates puts downward pressure on the discount rate used by plan sponsors to determine their pension liabilities. Each 10 basis point change in the discount rate impacts our computed liability by about $900,000. Similar to fluctuations in market values, a drop in the discount rate could potentially negatively impact our funded status, recorded pension liability and future contribution levels. In addition, continued changes in the mortality tables could potentially impact our funded status. The adoption of 2014 actuarial mortality tables in fiscal year 2015 had a negative impact on our funding status; however, the adoption of the new MR-2015 mortality improvement scale in fiscal year 2016 had a positive impact by reducing our recorded liabilities by $1.6 million.

In 2015 and 2016 we wrote down Apparel Segment goodwill and other intangible assets and we may have similar charges in the future, which could cause our financial condition and results of operations to be negatively affected in the future.

When we acquire a business, a portion of the purchase price of the acquisition may be allocated to goodwill and other identifiable intangible assets. The amount of the purchase price which is allocated to goodwill and other intangible assets is the excess of the purchase price over the net identifiable tangible assets acquired. The annual impairment test is based on several factors, requiring judgment. An impairment may be caused by any number of factors outside our control, such as a decline in market conditions caused by a recession, or protracted recovery there-from, or other factors like competitor’s pricing strategies, which may be tied to such economic events. We have recorded an impairment charge during the current fiscal year due to the carrying value ofbeyond our intangible assets and several impairment charges in years past relating to goodwill and other intangible assets associated with our Apparel Segment. Continued sale-side pressure due to competitor’s pricing strategies or continued challenging market conditions could result in an impairment charge in the future. Though to date, we have not been required to take an impairment charge related to our Print Segment, continued sale-side pressures due to technology transference, competitor pricing pressures, and economic uncertainties could result in a determination that a portion of the recorded value of goodwill and intangible assets may be required to be written down. Although such a charge would be a non-cash expense, it would impact our reported operating results and financial position. At February 29, 2016, our consolidated goodwill and other intangible assets were approximately $64.5 million and $66.9 million, respectively, of which $14.7 million of other intangibles related to our Apparel Segment.control.

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Digital technologies will continue to erode the demand for our printed business documents.

The increasing sophistication of software, internet technologies, and digital equipment combined with our customers’ general preference, as well as governmental influences for paperless business environments will continue to reduce the number of traditional printed documents sold. Moreover, the documents that will continue to coexist with software applications will likely contain less value-added print content.

Many of our custom-printed documents help companies control their internal business processes and facilitate the flow of information. These applications will increasingly be conducted over the internet or through other electronic payment systems. The predominant method of our customers’ communication to their customers is by printed information. As their customers become more accepting of internet communications, our clients may increasingly opt for what is perceived to be a less costly electronic option, which would reduce our revenue. The pace of these trends is

difficult to predict. These factors will tend to reduce the industry-wide demand for printed documents and require us to gain market share to maintain or increase our current level of print-based revenue.revenue which could place pressure on our operating margins.

In response to the gradual obsolescence of our standardized forms business, we continue to develop our capability to provide custom and full-color products. If new printing capabilities and new product introductions do not continue to offset the obsolescence of our standardized business forms products, and we aren’t ableare unable to increase our market share, our sales and profits will be affected. Decreases in sales of our standardized business forms and products due to obsolescence could also reduce our gross margins or impact the value of our recorded goodwill and intangible assets. This reduction could in turn adversely impact our profits, unless we are able to offset the reduction through the introduction of new high margin products and services or realize cost savings in other areas.

We obtain our raw materials from a limited number of suppliers, and any disruption in our relationships with these suppliers, or any substantial increase in the price of raw materials or material shortages could have a material adverse effect on us.

We currently purchase the majority of our paper products from one major supplier at favorable costs based on the volume of business, and traditionally we have purchased our paper products from a limited number of suppliers, all of which must meet stringent quality and on-time delivery standards under long-term contracts. Fluctuations in the quality of our paper, unexpected price changes or other factors that relate to our suppliers could have a material adverse effect on our operating results. In particular, the COVID-19 pandemic made it more expensive or more difficult to source raw materials for our products, whether from our existing suppliers or new suppliers. Paper supply and other raw materials were limited, and due to tight demand and supply there was a significant amount of upward pressure on prices.

Paper is a commodity that is subject to frequent increases or decreases in price, and these fluctuations are sometimes significant. The prices for paper and many of our raw materials have been volatile and may continue to increase due to overall inflationary pressure and global market conditions. We believe there is no effective market of derivative instruments to insulate us against unexpected changes in price of paper in a cost-effective manner, and negotiated purchase contracts provide only limited protection against price increases. Generally, when paper prices increase, we attempt to recover the higher costs by raising the prices of our products to our customers. In the price-competitive marketplaces in which we operate, however, we may not always be able to pass through any or all of the higher costs. As such, any significant increase in the price of paper or shortage in its availability could have a material adverse effect on our results of operations.

Challenging financial market conditions and changes in long-term interest rates could adversely impact the funded status of our pension plan.

We maintain a noncontributory defined benefit retirement plan (the “Pension Plan”) covering approximately 13% of our employees. As of February 28, 2023, the Pension Plan was 99% funded on a projected benefit obligation (PBO) basis and 105% on an accumulated benefit obligation (ABO) basis. Included in our financial results are Pension Plan costs that are measured using actuarial valuations. The actuarial assumptions used may differ from actual results. In addition, as our Pension Plan assets are invested in marketable securities, fluctuations in market values can negatively impact our funded status, recorded pension liability, and future required minimum contribution levels. A decline in long-term debt interest rates puts downward pressure on the discount rate used by plan sponsors to determine their pension liabilities. Each 10 basis point change in the discount rate impacts our computed pension liability by

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approximately $525,000. Similar to fluctuations in market values, a drop in the discount rate can negatively impact our funded status, recorded pension liability and future contribution levels. Also, continued changes in the mortality assumptions can impact our funded status. Additionally, as we experienced in recent months, the number of retirees taking lump sum distributions could be sufficiently high as to cause a settlement charge, which would impact current earnings of the Pension Plan.

We may be unable to identify or to complete acquisitions or to successfully integrate the businesses we acquire.

We have evaluated, and may continue to evaluate, potential acquisition transactions. We attempt to address the potential risks inherent in assessing the attractiveness of acquisition candidates, as well as other challenges such as retaining the employees and integrating the operations of the businesses we acquire. Integrating acquired operations involves significant risks and uncertainties, including maintenance of uniform standards, controls, policies and procedures; diversion of management’s attention from normal business operations during the integration process; unplanned expenses associated with integration efforts; and unidentified issues not discovered in due diligence, including legal contingencies. Due to these risks and others, there can be no guarantee that the businesses we acquire will lead to the cost savings or increases in net sales that we expect or desire. Additionally, there can be no assurance that suitable acquisition opportunities will be available in the future, which could harm our strategic business plan as acquisitions are part of our strategy to offset normal print attrition.

Our distributor customers may be acquired by other manufacturers who redirect business within their plants.

Some of our customers are being absorbed by the distribution channels of some of our manufacturing competitors. However, we do not believe this will significantly impact our business model. We have continued to sell to some of these customers even after they were absorbed by our competition because of the breadth of our product line and our geographic diversity.

Our distributors face increased competition from various sources, such asoffice supply superstores. Increased competition may require us to reduceprices or to offer other incentives in order to enable our distributors toattract new customers and retain existing customers.

Low price, high value office supply chain stores offer standardized business forms, checks and related products. Because of their size, these superstores have the buying power to offer many of these products at competitive prices. These superstores also offer the convenience of “one-stop” shopping for a broad array of office supplies that our distributors do not offer. In addition, superstores have the financial strength to reduce prices or increase promotional discounts to expand market share. This could result in us reducing our prices or offering incentives in order to enable our distributors to attract new customers and retain existing customers, which could reduce our profits.

Technological improvements may reduce our competitive advantage over some of our competitors, which could reduce our profits.

Improvements in the cost and quality of printing technology are enabling some of our competitors to gain access to products of complex design and functionality at competitive costs. Increased competition from these competitors could force us to reduce our prices in order to attract and retain customers, which could reduce our profits.

We could experience labor disputes, labor shortages and increases in cost of labor that could disrupt our business in the future.future and impact operating results.

As of February 29, 2016,28, 2023, approximately 11%8% of our domestic employees are represented by labor unions under collective bargaining agreements, which are subject to periodic negotiations. Two unions represent all of our hourly employees in Mexico. While we feelbelieve we have a good working relationship with all of the unions, there can be no assurance that any future labor negotiations will prove successful, which may result in a significant increase in the cost of labor, or may break down and result in the disruption of our business or operations.

We obtain our raw materials from a limited number of suppliers,Conditions caused by the COVID-19 pandemic and any disruption in our relationships with these suppliers, or any substantial increaseother economic factors have contributed to tightening and increased competitiveness in the price of raw materials or material shortageslabor market, increasing labor costs. A prolonged labor shortage could have a material adverse effect on us.potentially adversely affect our business operations and further increase labor costs.

Cotton yarn is the primary raw material used in Alstyle’s manufacturing processes and represents a significant portion of its manufacturing costs. Alstyle acquires its yarn from three major sources that meet stringent quality and on-time delivery requirements. The largest supplier provided 43% of Alstyle’s yarn requirements during fiscal year 2016 and has an entire yarn mill dedicated to Alstyle’s production. To maintain our high standard of color control associated with our apparel products, we purchase our dyeing chemicals from limited sources. If Alstyle’s relations with its suppliers are disrupted, Alstyle may not be able to enter into arrangements with substitute suppliers on terms as favorable as its current terms, and our results of operations could be materially adversely affected.

We also purchase our paper products from a limited number of sources, which meet stringent quality and on-time delivery standards under long-term contracts. However, fluctuations in the quality of our paper, unexpected price increases or other factors that relate to our paper products could have a material adverse effect on our operating results.

Both cotton and paper are commodities that are subject to periodic increases or decreases in price, which are sometimes quite significant. There is no effective market of derivative instruments to cost-effectively insulate us against unexpected changes in price of paper, and corporate negotiated purchase contracts provide only limited protection against price increases. We generally acquire our cotton yarn under short-term purchase contracts with our suppliers. While we generally do not use derivative instruments, including cotton option contracts, to manage our exposure to movements in cotton market prices, we believe we are competitive with other companies in the United States apparel industry in negotiating the price of cotton. Generally, when cotton or paper prices are increased, we attempt to recover the higher costs by raising the prices of our products to our customers. In the price-competitive marketplaces in which we operate, we may not always be able to pass through any or all of the higher costs. As such, any significant increase in the price of paper or cotton or shortages in the availability of either, could have a material adverse effect on our results of operations.

We face intense competition to gain market share, which may lead somecompetitors to sell substantial amounts of goods at prices against which wecannot profitably compete.

Demand for Alstyle’s products is dependent on the general demand for shirts and the availability of alternative sources of supply. While Alstyle will compete on price, itsOur marketing strategy is to differentiate itselfourselves by providing quality service and quality products to itsour customers. Even if this strategy is successful, itsthe results may be offset by reductions in demand or price declines due to competitors’ pricing strategies or other micro or macro-economic factors. Our Print Segment also facesWe face the risk of our competition following a strategy of selling its products at or below cost in order to cover some amount of fixed costs, especially in distressedstressed economic times.

The apparel industry is heavily influenced by general economic cycles.10


The apparel industry is cyclical and dependent upon the overall level of discretionary consumer spending, which changes as regional, domestic and international economic conditions change. These include, but are not limited to, employment levels, energy costs, interest rates, tax rates, personal debt levels, and uncertainty about the future. Any deterioration in general economic conditions that creates uncertainty or alters discretionary consumer spending habits could reduce our sales, increase our costs of goods sold or require us to significantly modify our current business practices, and consequently negatively impact our results of operations.

Our foreign-based apparel manufacturing operations could be subject to unexpected changes in regulatory requirements, tariffs and other market barriers, political and economic instability, social unrest, as well as disruption of services in the countries where it operates, which could negatively impact our operating results.

Alstyle operates manufacturing facilities in Mexico and from time to time sources product manufacturing and purchases from China, Pakistan, Central America and other foreign sources. Alstyle’s foreign operations could be subject to unexpected changes in regulatory requirements, tariffs, and other market barriers, political and economic instability, social unrest in the countries where it operates, as well as utility and other service disruption. The impact of any such events that may occur in the future could subject Alstyle to additional costs or loss of sales, which could adversely affect our operating results. In particular, Alstyle operates its facilities in Mexico pursuant to the “maquiladora” duty-free program established by the Mexican and United States governments. This program enables Alstyle to take advantage of generally lower costs in Mexico, without paying duty on inventory shipped into or out of Mexico. There can be no assurance that the governments of Mexico and the United States will continue the program currently in place or that Alstyle will continue to be able to benefit from this program. The loss of these benefits could have an adverse effect on our business.

In addition, all Alstyle’s knit and dye operations are located in one facility in Agua Prieta, Mexico. Any disruptions in utility or other services required to continue operations that are caused by any of the above factors, as well as others, could have a material adverse effect on the Company’s operational results.

Our apparel products are subject to foreign competition, which had been subject to U.S. government domestic quota restrictions or import duties in the past.

Foreign producers of apparel often have significant labor cost advantages. In the past few years, domestic quota restrictions have been eliminated for basically all foreign countries, which has significantly impacted domestic apparel producers. What remains in place today for these countries is import duties, which tends to offset some of the significant labor cost advantages these countries have over domestic and NAFTA/CAFTA producers. Import protection afforded to domestic apparel producers has been, and is likely to remain, subject to considerable political considerations. Given the number of these foreign producers, any further elimination of import protections that protect domestic apparel producers could materially adversely affect Alstyle’s business.

The North American Free Trade Agreement (“NAFTA”) became effective on January 1, 1994 and has created a free-trade zone among Canada, Mexico, and the United States. NAFTA contains a rule of origin requirement that products be produced in one of the three countries in order to benefit from the agreement. NAFTA has phased out all trade restrictions and tariffs among the three countries on apparel products competitive with those of Alstyle. Alstyle manufactures all of its products in the Agua Prieta manufacturing plant and performs substantially all of its cutting and sewing in three plants located in Mexico in order to take advantage of the NAFTA benefits. Subsequent repeal or alteration of NAFTA could adversely affect our business (see below).

The Central American Free Trade Agreement (“CAFTA”) became effective May 28, 2004 and retroactive to January 1, 2004 for textiles and apparel. It creates a free trade zone similar to NAFTA by and between the United States and Central American countries (El Salvador, Honduras, Costa Rica, Nicaragua, and Dominican Republic). Textiles and apparel are duty-free and quota-free immediately if they meet the agreement’s rule of origin, promoting new opportunities for U.S. and Central American fiber, yarn, fabric and apparel manufacturing. While CAFTA in the past afforded some advantages to Alstyle as they outsourced some of their U.S. produced fiber to Central America to cut/sew, with the transition of this production to Mexico this advantage went away. As such, we do not anticipate that the alteration or subsequent repeal of CAFTA would have a material effect on our operations.

The introduction of CAFTA took away most of the advantages NAFTA afforded to us domestically. However, NAFTA continues to afford us some advantage over CAFTA with respect to our sales in Canada. Currently, NAFTA produced goods can be shipped into Canada duty-free. The same protection is not currently afforded to CAFTA produced goods. However, CAFTA countries are in negotiation with the Canadian government to include Canada in CAFTA. If successful, this could potentially significantly impact our business in Canada. Recently, the governments of Canada and Honduras reached an agreement which basically affords goods produced in Honduras similar advantages to NAFTA produced goods with respect to Canadian importation. In addition to CAFTA, agreements such as Trans-Pacific Partnership (see below) and other similar agreements can further eliminate any advantages NAFTA affords to manufacturers.

The World Trade Organization (“WTO”), a multilateral trade organization, was formed in January 1995 and is the successor to the General Agreement on Tariffs and Trade (“GATT”). This multilateral trade organization has set forth mechanisms by which world trade in clothing is being progressively liberalized by phasing-out quotas and reducing duties over a period of time that began in January of 1995. As it implements the WTO mechanisms, the United States government is negotiating bilateral trade agreements with developing countries, which are generally exporters of textile and apparel products, that are members of the WTO to get them to reduce their tariffs on imports of textiles and apparel in exchange for reductions by the United States in tariffs on imports of textiles and apparel. In 2008 all import quotas for China were removed. A continued reduction of import quotas and tariffs could make Alstyle’s products less competitive against low cost imports from developing countries (see discussion below).

New trade agreements like the recent agreement between Canada and Honduras, the Trans-Pacific Partnership (“TPP”) between the United States, Vietnam, Australia, Brunei, Chile, Canada, Japan, Malaysia, Mexico, New Zealand, Peru and Singapore, the Trans-Atlantic Trade Investment Partnership (“TTIP”) and the Trade in Services Agreement (“TISA”), which are meant to lower trade barriers, such as tariffs, could have significant impacts on domestic manufacturers. Such agreements could give lower labor-cost countries like Vietnam a significant advantage over Alstyle. One aspect of the agreement could potentially allow Asian countries that are part of the agreement to use China cotton, which would allow these countries to cut and sew their products in a low labor-cost country like Vietnam and then import their products into the U.S. and Canada duty-free. In addition, Canada has recently awarded

a duty-free status to Bangladesh and is currently in negotiations with Pakistan. Such developments as these could materially negatively impact Alstyle’s operations domestically and in Canada.

Environmental regulations may impact our future operating results.

We are subject to extensive and changing federal, state and foreign laws and regulations establishing health and environmental quality standards, concerning, among other things, wastewater discharges, air emissions and solid waste disposal, and may be subject to liability or penalties for violations of those standards. We are also subject to laws and regulations governing remediation of contamination at facilities currently or formerly owned or operated by us or to which we have sent hazardous substances or wastes for treatment, recycling or disposal. We may be subject to future liabilities or obligations as a result of new or more stringent interpretations of existing laws and regulations. In addition, we may have liabilities or obligations in the future if we discover any environmental contamination or liability at any of our facilities, or at facilities we may acquire.

Our manufacturing facility in Mexico isWe are subject to certain risks regarding sales growth and cost savingstaxation related risks.

We are subject to U.S. federal income tax as well as disruptionincome tax of multiple state jurisdictions. Applicable tax rates and the jurisdictions within which we operate can vary and therefore our effective tax rate may be adversely affected by changes in manufacturing risks.the mix of our earnings by jurisdiction. We may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Our manufacturing facilityIncome, sales or other tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are applied. Most recently, on August 16, 2022, legislation commonly known as the Inflation Reduction Act (the "IRA") was signed into law. Among other things, the IRA includes a 1% excise tax on corporate stock repurchases, applicable to repurchases after December 31, 2022, and also a new minimum tax based on book income. The Tax Cuts and Jobs Act enacted on December 22, 2017 resulted in Agua Prieta, Mexico was built to capture anticipated future growth and savings in production costs over our cost structure in Anaheim, CA. If such growth or production savings do not materialize, it may negatively impact our ability to achieve our expected returns and our production levels, operational results and financial condition. In addition, our apparel manufacturing process from spinning through cutting occurs predominantly at our manufacturing facility located in Agua Prieta, Mexico, thus, any disruptionchanges in our utility services (i.e., water, electric, gas, etc.) can havefederal corporate tax rate, our deferred income taxes and limitations on the deductibility of interest expense and executive compensation and the transition of U.S. international taxation from a significant impact on our production levels, which depending on lengthworldwide tax system to a modified territorial tax system. There may be changes in tax legislation, including a repeal or modification of the disruption could significantly impactTax Cuts and Jobs Act of 2017, changes in tax rates and tax base such as limiting, phasing-out or eliminating deductions, revising tax law interpretations in jurisdictions, and changes in other tax laws. The U.S. government has proposed changes to increase the tax rates on corporations. All of these factors and uncertainties may adversely affect our salesresults of operations, financial position and operational profitability.cash flows.

We are exposed to the risk of non-payment by our customers on a significant amount of our sales.

Our extension of credit involves considerable judgment and is based on an evaluation of each customer’s financial condition and payment history. We monitor our credit risk exposure by periodically obtaining credit reports and updated financials on our customers. We generally see a heightened amount of bankruptcies by our customers especially retailers, during economic downturns. In particular, the COVID-19 pandemic, and its impact on our customers, could have a negative impact on our collection efforts. While we maintain an allowance for doubtful receivables for potential credit losses based upon our historical trends and other available information, in times of economic turmoil, there is heightened risk that our historical indicators may prove to be inaccurate. The inability to collect on sales to significant customers or a group of customers could have a material adverse effect on our results of operations.

Our business incurs significant freight and transportation costs.

We incur significant freight costs to transport our goods, especially as it relates to our Apparel Segment where we transport yarn from our domestic suppliers to our textile facility in Mexico. The internal freight from the textile to the sewing facilities, as well as the logistic cost of keeping our product in the distribution centers to maintain our product close to the customer and on time to market is also significant. In addition, we incur transportation expenses to ship our products to our customers. Significant increases in the costs of freight and transportation could have a material adverse effect on our results of operations, as there can be no assurance that we could pass on these increased costs to our customers.

The price Government regulations can and have impacted the availability of energy is pronedrivers, which will be a significant challenge to significant fluctuationsthe transportation industry. Costs to employ drivers have increased and volatility.

Our apparel manufacturing operations require high inputstransportation shortages have become more prevalent. Additionally, the challenge of energy,employing new drivers for the increasingly larger web-based economy could create shortages in trucks and therefore changes in energy prices directlydrivers which could impact our gross profit margins. We focus on manufacturing methods that will reducesales. During fiscal year 2023, we experienced significantly higher freight and transportation costs as a result of overall inflationary pressures, and transportation and logistics constraints resulting from the amountCOVID-19 pandemic.

11


A natural disaster, catastrophe, pandemic or other unexpected events could adversely affect our operations.

The occurrence of energy usedone or more unexpected events, including war, acts of terrorism or violence, civil unrest, epidemics or pandemics, fires, tornadoes, hurricanes, earthquakes, floods and other forms of severe weather in the productionUnited States could adversely affect our operations and financial performance. Although we maintain third party insurance against various liability risks and risks of property loss for items we believe are economically reasonable to insure, we could incur uninsured losses and liabilities arising from such events which would adversely affect our apparelresults of operations and financial condition.

The COVID-19 pandemic has had and may continue to have adverse effects on our results of operations, financial condition and stock price.

The COVID-19 pandemic caused a significant downturn in global economic activity and subsequently caused significant market volatility and operational challenges. The COVID-19 pandemic and the measures taken by many countries in response have adversely affected and could in the future have a material adverse effect on our business, results of operations, financial condition and stock price. Our sales were significantly impacted by economic conditions driven by the COVID-19 pandemic and resulted in a decrease in sales volume and earnings in fiscal year 2021. While the demand for our products appears to mitigatehave recovered in 2022 and 2023, economic uncertainties could continue to affect customer demand for our products and services, and the rising costslonger term effects of energy. Significant increases in energy pricesthe pandemic, including supply chain disruptions and inflationary pressures are unknown and could have a material adverse effect on our results of operations.

We depend on the reliability of our IT and network infrastructure as well as those of third parties. If these systems fail, our operations as there canmay be no assuranceadversely affected.

We depend on information technology and data processing systems to operate our business, and a significant malfunction or disruption in the operation of our systems may disrupt our business and adversely affect our ability to operate and compete in the markets we serve. This could take various forms, including through the injection of ransomware on our IT infrastructure rendering it inoperable without the payment of some form of cyber currency. These systems include systems that we own and operate, as well as systems of our vendors or other third parties. Such systems are susceptible to ransomware attacks, malfunctions, interruptions and phishing scams, for example. We also periodically upgrade and install new systems, which if installed or programmed incorrectly, may cause significant disruptions. These disruptions could pass theseinterrupt our operations and adversely affect our results of operations, financial condition and cash flows.

Increasing global cybersecurity attacks and regulatory focus on privacy and security issues could impact our business, expose us to increased costsliability, subject us to lawsuits, investigations and other liabilities and restrictions on our operations that could significantly and adversely affect our business.

Along with our own data and information in the normal course of our business, we and our customers givenand partners collect and retain significant volumes of certain types of data, some of which are subject to specific laws and regulations. Complying with varying jurisdictional requirements is becoming increasingly complex and could increase the competitive environment in whichcosts and difficulty of compliance, and violations of applicable data protection laws. Many of our Apparel Segment operates.

We depend upon the talentsclients provide us with information they consider confidential or sensitive, and contributions of a limited number of individuals, many of whom would be difficultour client’s industries have established standards for safeguarding the confidentiality, integrity and availability of information relating to replace.

The losstheir businesses and customers. Data stored in our systems or interruptionavailable through web portals is susceptible to cybercrime or intentional disruption, which have increased globally across all industries in terms of the servicessophistication and frequency. Disclosure of data maintained on our network, a security breach of our Chief Executive Officer, Executive Vice Presidentsystems or Chief Financial Officer couldother similar events may damage our reputation, subject us to regulatory enforcement action, third party litigation and cause significant reputational or financial harm for our clients and partners. Any of these outcomes may adversely affect our results of operations, financial condition and cash flows.

As previously disclosed, the Company was targeted with an encryption ransomware attack on November 30, 2022. The attack was discovered while it was in process and immediate action was taken to isolate our network to limit the scope of any damage. The attack resulted in a brief disruption to the operation of our systems as we took our servers offline to eradicate the ransomware and restore our data and applications from secure backups. The Company did not

12


communicate with the ransomware threat actor and never considered paying any ransom demand. Instead, the Company eliminated the ransomware and immediately proceeded to restore its critical files and functions. The Company incurred no material expense in connection with the ransomware attack. Based on the information currently known to date, the incident has not had a significant financial impact and the Company does not believe the incident will have a material adverse effectimpact on ourits business, financial condition or results of operations. Althoughoperations or financial condition. Despite us improving our Information Technology General Controls, we maintain employment agreements with these individuals, it cannot be assuredgive any assurances that the servicesCompany will not become the subject of such individuals will continue. On April 1, 2016 the Company entered into the Initial Purchase Agreement pursuant to which it agreed to sell the Apparel Segment to the Initial Buyer subject to certain fiduciary out provisions. In connection therewith, Mr. Ahmad the Company’s Chief Technology Officer and Vice President of the Apparel Segment, has elected to be part of the initial buying group. As a result, Mr. Ahmad’s employment agreement was transferred to A&G, Inc., a subsidiary of the Company, and Mr. Ahmad resigned his position as an executive officer of the Company. On May 4, 2016, the Company received what its Board of Directors determined to be a superior offer, and terminated the Initial Unit Purchase Agreement and entered into a Unit Purchase Agreement with another buyer (see Item 1-“Business-Overview” on page 4 of this Form 10-K (this “Report”) for further explanation regarding the pending sale of Alstyle Apparel, LLC).future more sophisticated, or more harmful attack.

Increases in the cost of employee benefits could impact our financial results and cash flow.

Our expenses relating to employee health benefits are significant. Unfavorable changes in the cost of such benefits could impact our financial results and cash flow. Healthcare costs have risen significantly in recent years, and recent legislative and private sector initiatives regarding healthcare reform could result in significant changes to the U.S. healthcare system. Because ofAdditionally, the many variables involvedCOVID-19 pandemic may result in temporary or permanent healthcare reform measures, would could result in significant cost increases and the staggered implementation timeline, we cannot predict with any assurance the impact that the Healthcare Reform and interpretive legislation law and related regulations could have on the Company-sponsored medical plans.other negative impacts to our business. While the Company has various cost controlscontrol measures in place and employs outsight andan outside cost reviewsoversight review on larger claims, this hasemployee health benefits have been and isare expected to continue to be a significant cost to us and may increase due to factors outside the Company.Company’s control.

Risks related to our securities

Because of the volatility in the stock market in general, the market price of our Common Stock will also likely be volatile.

The stock markets have historically experienced price and volume fluctuations that at times have been extreme and have affected, and continue to affect, the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may negatively impact the market price of our common stock. If the market price of our Class A common stock falls below your investment price, you may lose some or all of your investment. In the past, companies that have experienced volatility in the marker price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial costs and divert our management's attention.

ITEM 1B.UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved SEC staff comments.

ITEM 2.PROPERTIES

ITEM 2. PROPERTIES

Our corporate headquarters are located in Midlothian, Texas. WeTexas, and we operate manufacturing and distribution facilities throughout the United States and in Mexico and Canada.States. See the table below for additional information onregarding our locations.

All of the Print Segmentour properties are used for the production, warehousing and shipping of business products, including the following: business forms, flexographic printing, and advertising specialties and Post-it® Notes (Wolfe City, Texas); presentation products (Macomb, MichiganMichigan; De Pere, Wisconsin and Anaheim, California)Columbus, Kansas); printed and electronic promotional media (Denver, Colorado); envelopes (Portland, Oregon; Columbus, KansasKansas; Tullahoma, Tennessee and Tullahoma, Tennessee)Claysburg, Pennsylvania); financial forms (Minneapolis/St. Paul, Minnesota; Nevada, Iowa and Bridgewater, Virginia); and other business products. The Apparel Segment properties are used for the manufacturing or distribution of T-shirtspressure seal products (Visalia, California; Chino, California; Roanoke, Virginia and other activewear apparel.Clarksville, Tennessee).

Our plants are operated at production levels required to meet our forecasted customer demands. Production levels fluctuate with market demands and depend upon the product mix at any given point in time. Equipment is added as existing machinery becomes obsolete or not repairable, and as new equipment becomes necessary to meet market

13


demands; however, at any given time, these additions and replacements are not considered to be material additions to property, plant and equipment, although such additions or replacements may increase a plant’s efficiency or capacity.

All of the foregoingour facilities are consideredbelieved to be in good condition. We do not anticipate that substantial expansion, refurbishing, or re-equipping of our facilities will be required in the near future.

All of theour rented property is held under leases with original terms of one or more years, expiring at various times through July 2021. No difficultiesAugust 2028. Generally, we are presently foreseen in maintainingable to maintain or renewing suchrenew leases as they expire.

expire without significant difficulty, but leases in certain markets may be subject to significant rent increases that necessitate consolidating operations to maintain profitability.

 

 

 

 

Approximate Square Footage

 

Location

 

General Use

 

Owned

 

 

Leased

 

Fairhope, Alabama

 

Manufacturing

 

 

65,000

 

 

 

 

Chino, California

 

Manufacturing

 

 

 

 

 

63,016

 

Sun City, California

 

Two Manufacturing Facilities

 

 

52,617

 

 

 

 

Denver, Colorado

 

One Manufacturing Facility

 

 

60,000

 

 

 

 

Lithia Springs, Georgia

 

Manufacturing

 

 

 

 

 

40,050

 

Harvard, Illinois

 

Manufacturing and Warehouse

 

 

42,000

 

 

 

 

South Elgin, Illinois

 

Manufacturing

 

 

 

 

 

70,500

 

Indianapolis, Indiana

 

Two Manufacturing Facilities

 

 

 

 

 

38,000

 

DeWitt, Iowa

 

Two Manufacturing Facilities

 

 

95,000

 

 

 

 

Nevada, Iowa

 

Two Manufacturing Facilities

 

 

232,000

 

 

 

 

Columbus, Kansas

 

Two Manufacturing Facilities and Warehouse

 

 

174,089

 

 

 

 

Ft. Scott, Kansas

 

Manufacturing

 

 

86,660

 

 

 

 

Girard, Kansas

 

Manufacturing

 

 

69,474

 

 

 

 

Parsons, Kansas

 

Manufacturing & One Warehouse

 

 

122,740

 

 

 

40,000

 

Macomb, Michigan

 

Manufacturing

 

 

56,350

 

 

 

 

Brooklyn Park, Minnesota

 

Manufacturing

 

 

94,800

 

 

 

 

Coon Rapids, Minnesota

 

Warehouse

 

 

 

 

 

4,800

 

El Dorado Springs, Missouri

 

Manufacturing

 

 

70,894

 

 

 

 

Fenton, Missouri

 

Manufacturing

 

 

 

 

 

26,847

 

Marlboro, New Jersey

 

Manufacturing and Warehouse

 

 

 

 

 

7,450

 

Caledonia, New York

 

Manufacturing and one vacant

 

 

191,730

 

 

 

 

Fairport, New York

 

Two Manufacturing Facilities

 

 

40,800

 

 

 

 

Coshocton, Ohio

 

Manufacturing

 

 

24,750

 

 

 

 

Toledo, Ohio

 

Three Manufacturing Facilities

 

 

120,947

 

 

 

 

Portland, Oregon

 

Two Manufacturing Facilities

 

 

 

 

 

261,765

 

Claysburg, Pennsylvania

 

Manufacturing

 

 

 

 

 

69,000

 

Clarksville, Tennessee

 

Manufacturing

 

 

51,900

 

 

 

 

Powell, Tennessee

 

Manufacturing

 

 

43,968

 

 

 

 

Tullahoma, Tennessee

 

Two Manufacturing Facilities

 

 

142,061

 

 

 

 

Arlington, Texas

 

Two Manufacturing Facilities

 

 

69,935

 

 

 

 

Ennis, Texas

 

Three Manufacturing Facilities *

 

 

325,118

 

 

 

 

Houston, Texas

 

Manufacturing

 

 

 

 

 

29,668

 

Wolfe City, Texas

 

Two Manufacturing Facilities

 

 

119,259

 

 

 

 

Bridgewater, Virginia

 

Manufacturing

 

 

 

 

 

25,730

 

Chatham, Virginia

 

Two Manufacturing Facilities

 

 

127,956

 

 

 

 

Roanoke, Virginia

 

Manufacturing

 

 

 

 

 

110,000

 

DePere, Wisconsin

 

Manufacturing & One Warehouse

 

 

 

 

 

142,347

 

Mosinee, Wisconsin

 

Manufacturing

 

 

 

 

 

5,400

 

Neenah, Wisconsin

 

Two Manufacturing Facilities & One Warehouse

 

 

72,354

 

 

 

97,161

 

 

 

 

 

2,552,402

 

 

 

1,031,734

 

Corporate Offices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ennis, Texas

 

Administrative Offices

 

 

9,300

 

 

 

 

Midlothian, Texas

 

Executive and Administrative Offices

 

 

28,000

 

 

 

 

 

 

 

 

37,300

 

 

 

 

 

Totals

 

 

2,589,702

 

 

 

1,031,734

 

The accompanying list contains each* 22,000 square feet of our owned andEnnis, Texas location leased locations:

14

      Approximate Square Footage 

Location

  

General Use

  Owned   Leased 

Print Segment

      

Ennis, Texas

  

Three Manufacturing Facilities *

   325,118     —    

Chatham, Virginia

  

Two Manufacturing Facilities

   127,956     —    

Paso Robles, California

  

Manufacturing

   94,120     —    

DeWitt, Iowa

  

Two Manufacturing Facilities

   95,000     —    

Knoxville, Tennessee

  

Held for Sale

   48,057     —    

Ft. Scott, Kansas

  

Manufacturing

   86,660     —    

Portland, Oregon

  

Manufacturing

   —       103,402  

Wolfe City, Texas

  

Two Manufacturing Facilities

   119,259     —    

Moultrie, Georgia

  

Manufacturing

   25,000     —    

Coshocton, Ohio

  

Manufacturing

   24,750     —    

Macomb, Michigan

  

Manufacturing

   56,350     —    

Anaheim, California

  

Two Manufacturing Facilities

   —       49,000  

Denver, Colorado

  

Four Manufacturing Facilities

   60,000     117,575  

Brooklyn Park, Minnesota

  

Manufacturing

   94,800     —    

Roseville, Minnesota

  

Manufacturing

   —       41,300  

Roseville, Minnesota

  

Warehouse

   —       20,119  

Nevada, Iowa

  

Two Manufacturing Facilities

   290,752     —    

Bridgewater, Virginia

  

Manufacturing

   —       27,000  

Columbus, Kansas

  

Two Manufacturing Facilities and Warehouse

   174,089     —    

Leipsic, Ohio

  

Manufacturing

   83,216     —    

El Dorado Springs, Missouri

  

Manufacturing

   70,894     —    

Princeton, Illinois

  

Manufacturing

   —       44,190  

Arlington, Texas

  

Two Manufacturing Facilities

   69,935     30,700  

Tullahoma, Tennessee

  

Manufacturing Facility

   142,061     —    

Tullahoma, Tennessee

  

Held for Sale

   24,950     —    

Caledonia, New York

  

Manufacturing

   138,730     —    

Sun City, California

  

Manufacturing

   52,617     —    

Phoenix, Arizona

  

Manufacturing and Warehouse

   —       59,000  

Neenah, Wisconsin

  

Two Manufacturing Facilities & One Warehouse

   72,354     89,286  

West Chester, Pennsylvania

  

Sales Office

   —       1,150  

Claysburg, Pennsylvania

  

Manufacturing

   —       69,000  

Vandalia, Ohio

  

Manufacturing

   47,820     —    

Fairport, New York

  

Manufacturing

   —       40,800  

Indianapolis, Indiana

  

Two Manufacturing Facilities

   —       38,000  

Livermore, California

  

Manufacturing

   —       21,568  

Smyrna, Georgia

  

Manufacturing

   —       65,000  

Clarksville, Tennessee

  

Manufacturing

   51,900     —    

Fairhope, Alabama

  

Manufacturing

   65,000     —    

Toledo, Ohio

  

Three Manufacturing Facilities

   120,947     —    

Visalia, California

  

Manufacturing

   —       56,000  

Holyoke, MA

  

Manufacturing

   —       29,281  

Corsicana, TX

  

Manufacturing

   39,685     —    

Girard, KS

  

Manufacturing

   69,474     —    

Powell, TN

  

Manufacturing

   43,968     —    

Houston, TX

  

Manufacturing

   —       29,668  
    

 

 

   

 

 

 
     2,715,462     932,039  
    

 

 

   

 

 

 

      Approximate Square Footage 

Location

  

General Use

  Owned   Leased 

Apparel Segment

      

Anaheim, California

  

Office and Distribution Center

   —       151,000  

Chicago, Illinois

  

Distribution Center

   —       82,100  

Orlando, Florida

  

Distribution Center

   —       37,804  

Carrollton, Texas

  

Distribution Center

   —       26,136  

Bensalem, Pennsylvania

  

Distribution Center

   —       60,848  

Mississauga, Canada

  

Distribution Center

   —       53,982  

Los Angeles, California

  

Distribution Center

   —       31,600  

Agua Prieta, Mexico

  

Manufacturing

   700,000     —    

Ensenada, Mexico

  

Manufacturing

   87,145     —    

Ensenada, Mexico

  

Car Parking

   —       37,125  

Ensenada, Mexico

  

Warehouse

   —       16,146  

Hermosillo, Mexico

  

Manufacturing

   —       76,145  

Hermosillo, Mexico

  

Yard Space

   —       19,685  

Hermosillo, Mexico

  

Vacant

   —       8,432  
    

 

 

   

 

 

 
     787,145     601,003  
    

 

 

   

 

 

 

Corporate Offices

      

Ennis, Texas

  

Administrative Offices

   9,300     —    

Midlothian, Texas

  

Executive and Administrative Offices

   28,000     —    
    

 

 

   

 

 

 
     37,300     —    
    

 

 

   

 

 

 
  

Totals

   3,539,907     1,533,042  
    

 

 

   

 

 

 

*7,000 square feet of Ennis, Texas location leased


ITEM 3.LEGAL PROCEEDINGS

From time to time we are involved in various litigation matters arising in the ordinary course of our business. We do not believe the disposition of any current matter will have a material adverse effect on our consolidated financial position or results of operations.

In April 2023, Crabar/GBF, Inc., a subsidiary of Ennis, was awarded $5.0 million in actual and punitive damages in a case against Wright Printing Company, its owner Mark Wright, and CEO Mardra Sikora. The impact of the Judgment has not been reflected in the accompanying consolidated financial statements as of February 28, 2023.

ITEM 4.MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the trading symbol “EBF”. The following table sets forth the high and low sales prices, the common stock trading volume as reported by the New York Stock ExchangeNYSE and dividends per share paid by the Company for the periods indicated:

   

 

Common Stock Price Range

   Common Stock
Trading Volume
(number of shares
in thousands)
   Dividends
per share of
Common
Stock
 
   High   Low     

Fiscal Year Ended February 29, 2016

        

First Quarter

  $17.20    $13.18     2,174    $0.175  

Second Quarter

   19.17     14.77     3,844    $0.175  

Third Quarter

   20.74     15.66     2,647    $0.175  

Fourth Quarter

   20.93     18.07     3,356    $0.175  

Fiscal Year Ended February 28, 2015

        

First Quarter

  $17.02    $14.45     2,277    $0.175  

Second Quarter

   15.97     14.05     1,920    $0.175  

Third Quarter

   15.13     12.53     2,106    $0.175  

Fourth Quarter

   14.23     12.51     2,195    $0.175  

 

 

 

 

 

 

 

 

Common Stock

 

 

Dividends

 

 

 

 

 

 

 

 

 

Trading Volume

 

 

per share of

 

 

 

Common Stock Price Range

 

 

(number of shares

 

 

Common

 

 

 

High

 

 

Low

 

 

in thousands)

 

 

Stock

 

Fiscal Year Ended February 28, 2023

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

 

$

19.24

 

 

$

16.94

 

 

 

6,424

 

 

$

0.250

 

Second Quarter

 

 

22.67

 

 

 

16.55

 

 

 

7,768

 

 

$

0.250

 

Third Quarter

 

 

23.44

 

 

 

19.81

 

 

 

6,238

 

 

$

0.250

 

Fourth Quarter

 

 

23.48

 

 

 

20.55

 

 

 

6,131

 

 

$

0.250

 

Fiscal Year Ended February 28, 2022

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

 

$

22.24

 

 

$

19.99

 

 

 

2,703

 

 

$

0.225

 

Second Quarter

 

 

21.85

 

 

 

19.26

 

 

 

2,842

 

 

$

0.250

 

Third Quarter

 

 

20.08

 

 

 

17.65

 

 

 

5,703

 

 

$

0.250

 

Fourth Quarter

 

 

20.26

 

 

 

18.07

 

 

 

5,685

 

 

$

0.250

 

The

On May 9, 2023, the last reported sale price of our common stock on the NYSE on April 29, 2016 was $19.54. As of that date,$19.44, and there were approximately 790655 shareholders of record of our common stock.record. Cash dividends may be paid, or repurchases of our common stock may be made, from time to time as our Board of Directors (“Board”) deems appropriate, after considering our growth rate, operating results, financial condition, cash requirements, restrictive lending covenants, and such other factors as the Board of Directors may deem appropriate.

On October 20, 2008,

A dividend of $0.225 per share of our common stock was paid in each quarter of fiscal year 2021 and in the first quarter of fiscal year 2022. A dividend of $0.25 per share of our common stock was paid in each subsequent quarter of fiscal year 2022 and in each quarter of fiscal year 2023.

Dividends are declared at the discretion of the Board and future dividends will depend on our future earnings, cash flow, financial requirements and other factors. The Board does view the dividend as an important aspect of Directorsowning Ennis stock and continues to rank it high in priority in allocating the Company's earnings.

Our Board has authorized the repurchase of up to $5.0 million of ourthe Company’s outstanding common stock through a stock repurchase program.program, which authorized amount is currently up to $40.0 million in the aggregate. Under the Board-approved repurchase program, share purchases may be made from time to time in the open market or through privately negotiatedprivately-negotiated transactions, depending on market conditions, share price, trading volume and other factors. Such purchases, if any, will be made in accordance with applicable insider trading and other securities laws and regulations. These repurchasesRepurchases may be commenced or suspended at any time or from time to time without prior notice. The Board increasednotice, provided that any purchases must be made in accordance with applicable insider trading rules and securities laws and regulations. Since the authorized amount available to repurchase our shares by an additional $5.0 million on April 20, 2012 and by another $10.0 million on December 19, 2014. There were no repurchases of common stock during fiscal year 2016 and thereprogram’s inception in October 2008,

15


we have been 718,511repurchased 2,213,111 common shares repurchased under the program since its inception at an average price of $13.74$16.25 per share. There is currently $10.1During our fiscal year 2023, we repurchased 64,082 shares of common stock at an average price of $17.46 per share. As of February 28, 2023, $23.9 million remained available to repurchase the Company’sshares of common stock under the program.

Period

  Total
Number
of Shares
Purchased
   Average
Price Paid
per Share
   Total Number
of Shares
Purchased as
Part of Publicly
Announced Programs
   Maximum Amount
that May Yet Be Used
to Purchase Shares
Under the Program
 

February 1, 2016 – February 29, 2016

   —      $—       —      $10,128,466  

January 1, 2016 – January 31, 2016

   —      $—       —      $10,128,466  

December 1, 2015 – December 31, 2015

   —      $—       —      $10,128,466  

September 1, 2015 – November 30, 2015

   —      $—       —      $10,128,466  

June 1, 2015 – August 31, 2015

   —      $—       —      $10,128,466  

March 1, 2015 – May 31, 2015

   —      $—       —      $10,128,466  

March 1, 2014 – February 28, 2015

   502,690    $13.99     502,609    $10,128,466  

March 1, 2013 – February 28, 2014

   120,014    $15.31     119,902    $7,160,849  

Stock Performance Graph

The graph below matches ourEnnis, Inc.'s cumulative 5-year5-Year total shareholder return on common stock with the cumulative total returns of the S & P&P 500 index and the Russell 2000 index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexesindex (with the reinvestment of all dividends) from February 28, 20112/28/2018 to February 29, 2016.2/28/2023.

img189444907_0.jpg 

  2011   2012   2013   2014   2015   2016 

 

 

2018

 

 

 

2019

 

 

 

2020

 

 

 

2021

 

 

 

2022

 

 

 

2023

 

Ennis, Inc.

  $100.00    $107.36    $106.11    $110.26    $102.19    $150.70  

 

$

100.00

 

 

$

104.14

 

 

$

114.43

 

 

$

104.91

 

 

$

114.56

 

 

$

135.05

 

S&P 500

   100.00     105.12     119.27     149.53     172.72     162.03  

 

 

100.00

 

 

 

97.69

 

 

 

118.87

 

 

 

139.37

 

 

 

171.83

 

 

 

157.71

 

Russell 2000

   100.00     99.85     113.84     149.77     158.21     134.52  

 

 

100.00

 

 

 

96.48

 

 

 

105.36

 

 

 

137.15

 

 

 

135.50

 

 

 

130.92

 

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

ITEM 6.SELECTED FINANCIAL DATA

The following selected financial data has been derived from our audited consolidated financial statements. Our consolidated financial statements and notes thereto as of February 29, 2016, February 28, 2015, and for the three years in the period ended February 29, 2016, and the reports of Grant Thornton LLP are included in Item 15 of this Report. The selected financial data should be read in conjunction with Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included in Item 15 of this Report.

16

   Fiscal Years Ended 
   2016   2015  2014   2013   2012 
   (Dollars and shares in thousands, except per share amounts) 

Operating results:

         

Net sales

  $568,973    $580,240   $542,442    $533,506    $517,014  

Gross profit margin

   152,739     145,476    143,793     124,152     130,513  

SG&A expenses

   92,792     89,926    86,677     83,757     78,962  

Impairment of goodwill and trademarks

   4,130     93,324    24,226     —       —    

Net earnings (loss)

   35,736     (44,533  13,189     24,715     31,358  

Net earnings – proforma*

   38,364     34,563    35,349     24,715     31,358  

Earnings (loss) and dividends per share:

         

Basic

  $1.39    $(1.72 $0.50    $0.95    $1.21  

Diluted

   1.39     (1.72  0.50     0.95     1.21  

Diluted – proforma*

   1.49     1.34    1.35     0.95     1.21  

Dividends

   0.70     0.70    0.53     0.88     0.62  

Weighted average shares outstanding:

         

Basic

   25,688     25,864    26,125     26,036     25,946  

Diluted

   25,722     25,864    26,146     26,053     25,968  

Financial Position:

         

Working capital

  $138,575    $176,295   $172,266    $150,377    $168,969  

Current assets

   178,975     216,542    214,143     193,416     219,210  

Total assets

   392,188     453,262    536,347     495,292     531,962  

Current liabilities

   40,400     40,247    41,877     43,039     50,241  

Long-term debt

   40,000     106,500    105,500     57,500     90,000  

Total liabilities

   93,642     168,582    173,412     134,076     172,087  

Shareholders’ equity

   298,546     284,680    362,935     361,216     359,875  

Current ratio

   4.43 to 1.0     5.38 to 1.0    5.11 to 1.0     4.49 to 1.0     4.36 to 1.0  

Long-term debt to equity ratio

   0.13 to 1.0     0.37 to 1.0    0.29 to 1.0     0.16 to 1.0     0.25 to 1.0  

*Reconciliation of proforma net earnings (loss) and proforma diluted earnings (loss) per share, non-GAAP financial measures, to the most comparable GAAP measures (“As Reported”) (dollars in thousands, except per share):

   Fiscal year ended 2016   Fiscal year ended 2015 
   As Reported   Impairment  Proforma   As Reported  Impairment  Proforma 

Earnings (loss) before income taxes

  $56,572    $(4,130 $60,702    $(39,133 $(93,324 $54,191  

Income tax expense (benefit)

   20,836     (1,502  22,338     5,400    (14,228  19,628  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Net earnings (loss)

   35,736     (2,628  38,364     (44,533  (79,096  34,563  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Diluted earnings (loss) per share

  $1.39    $(0.10 $1.49    $(1.72 $(3.06 $1.34  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 6. [Reserved]

TheNot applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS

This Management’s Discussion and Analysis provides material historical and prospective disclosures intended to enable investors and other users to assess our financial condition and results of operations. Statements that are not historical are forward-looking and involve risk and uncertainties, including those discussed under the caption “Risk Factors” in Item 1A starting on page 9 of this Annual Report on Form 10-K and elsewhere in this Report. You should read this discussion and analysis in conjunction with our Consolidated Financial Statements and the related notes appearing elsewhere in this Report. The words “anticipate,” “preliminary,” “expect,” “believe,” “intend” and similar expressions identify forward-looking statements. We believe these forward-looking statements are based upon reasonable assumptions. All such statements involve risks and uncertainties, and as a result, actual results could differ materially from those projected, anticipated, or implied by these statements.

In view of such uncertainties, investors should not place undue reliance on our forward-looking statements since such statements may prove to be inaccurate and speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This Management’s Discussion and Analysis covers the continuing operations of the Company, which are comprised of the production and sale of business forms and other business products. This Management’s Discussion and Analysis includes the following sections:

Overview – An overall discussion regarding our Company, the business challenges and opportunities we believe are key to our success, and our plans for facing these challenges relating to our continuing operations.
Critical Accounting Estimates – A discussion of the accounting policies that require our most critical judgments and estimates relating to our continuing operations. This discussion provides insight into the level of subjectivity, quality, and variability involved in these judgments and estimates. This section also provides a summary of recently adopted and recently issued accounting pronouncements that have or may materially affect our business.
Results of Operations – An analysis of our consolidated results of operations and segment results for the three years presented in our consolidated financial statements. This analysis discusses material trends within our continuing business and provides important information necessary for an understanding of our continuing operating results.
Liquidity and Capital Resources – An analysis of our cash flows and a discussion of our financial condition and contractual obligations. This section provides information necessary to evaluate our ability to generate cash and to meet existing and known future cash requirements over both the short and long term.

Overview – An overall discussion on our Company, the business challenges and opportunities we believe are key to our success, and our plans for facing these challenges.

Critical Accounting Policies and Estimates – A discussion of the accounting policies that require our most critical judgments and estimates. This discussion provides insight into the level of subjectivity, quality, and variability involved in these judgments and estimates. This section also provides a summary of recently adopted and recently issued accounting pronouncements that have or may materially affect our business.

Results of Operations – An analysis of our consolidated results of operations and segment results for the three years presented in our consolidated financial statements. This analysis discusses material trends within our business and provides important information necessary for an understanding of our operating results.

Liquidity and Capital Resources – An analysis of our cash flows and a discussion of our financial condition and contractual obligations. This section provides information necessary to evaluate our ability to generate cash and to meet existing and known future cash requirements over both the short and long term.

References to 2016, 20152023, 2022 and 20142021 refer to the fiscal years ended February 29, 2016,28, 2023, February 28, 20152022 and February 28, 2014,2021, respectively.

Overview

The Company –Our management believes we are the largest provider of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders to independent distributors in the United States and are also a significant provider of blank T-shirts in North America to the activewear market. We operate in two reportable segments: Print and Apparel. For additional financial information concerning segment reporting, please see Note 13 of the Notes to the Consolidated Financial Statements beginning on page F-29.States.

Our Print Business Challenges –In our Print Segment, we are engaged in anOur industry undergoing significant changes.is currently experiencing consolidation of traditional supply channels, product obsolescence, paper supplier capacity adjustments, and increased pricing and potential supply allocations due to demand/supply curve imbalance. Technology advances have made electronic distribution of documents, internet hosting, digital printing and print-on-demand valid, cost-effective alternatives to traditional custom printedcustom-printed documents and customer communications. Improved equipment has become more accessible to our competitors. We face highly competitive conditions throughout our supply chain in an already over-supplied, price-competitive print industry. OurIn

17


addition to the risk factors discussed under the caption “Risk Factors” in Item 1A of this Annual Report, some of the key challenges in the Print Segment of our business include the following:

COVID-19 Pandemic – Our sales were significantly impacted by economic conditions driven by the COVID-19 pandemic and resulted in a decrease in sales volume and earnings in fiscal year 2021. The demand for our products strengthened in fiscal year 2022 and fiscal year 2023, and our sales increased. We were also confronted with rising raw material and logistics costs, delayed delivery times and labor shortages. Despite these challenges, our disciplined cost management and pricing strategies contributed to our improved performance in fiscal year 2022 and 2023. While the markets appear to have recovered from the more direct negative impacts of the pandemic, the longer term effects of the pandemic, including supply chain disruptions and inflationary pressures, are unknown and could have a material adverse effect on our business, results of operations and financial results.

Transformation of our portfolio of productsWhile traditional business documents are essential in order to conduct business, many are being replaced through the use of cheaper paper grades or imported paper, or devalued with advances in digital technologies, causing steady declines in demand for a portion of our current product line. In addition, the impact of COVID-19 on the speed of this transformation is unknown, but it is expected to accelerate the decline for some of our products. Transforming our product offerings in order to continue to provide

innovative, valuable solutions through lower labor and fixed charges to our customers on a proactive basis will require us to make investments in new and existing technology and to develop key strategic business relationships, such as print-on-demand services and product offerings that assist customers in their transition to digital business environments. In addition, we will continue to look for new market opportunities and niches through acquisitions, such as the addition of our envelope offerings, tag offerings, folder offerings, healthcare wristbands, specialty packaging, direct mail, pressure seal products, secure document solutions, innovative in-mold label offerings and long-run integrated products with high color web printing, which provide us with an opportunity for growth and differentiate us from our competition. The ability to make investments in new and existing technology and/or to acquire new market opportunities through acquisitions is dependent on the Company’s liquidity and operational results.

Excess productionProduction capacity and price competition within our industryPaperChanges in the value of the U.S. dollar can have a significant impact on the pricing and supply of paper. The weakening of the U.S. dollar will usually result in the dissipation of any pricing advantage that foreign imports have over domestic suppliers, which typically results in lower levels of imported papers and an increase in domestic exports. With increased pricing power, domestic paper producers can better control the supply of paper by eliminating capacity or changing the products produced on their large paper machines. The strengthening of the U.S. dollar usually has the opposite effect: more cheap imported paper; less domestic exports; and lower pricing power in the hands of domestic paper producers. Domestic paper suppliers typically seek to balance supply and demand, including by (if possible) taking capacity out of the market, whether by taking production off-line or switching production to alternative paper products. Generally, if mills are running at high capacity, suppliers are able to raise prices. Increased foreign imports and demand declines have currently stabilized price increases of North American printing & writing paper. The extent to which import pressures remain in place will likely play a major role in price stability or decreases. We intend to continue to adjust production capacity through downtime and closures to attempt to keep supply in line with demand. Due to the limited number of paper mills, paper prices have been and are expected to remain fairly volatile. We have generally been able to pass through increased paper costs, although this can often take several quarters due to the custom nature of our products and/or contractual relationships with some of our customers. We will continue to focus our efforts on effectively managing and controlling our product costs to minimize these effects on our operational results, primarily through the use of forecasting, production and costing models.models, as well as working closely with our domestic suppliers to reduce our procurement costs, in order to minimize effects on our operational results. In addition, we will continue to look for ways to reduce and leverage our fixed costs.

Continued consolidation of our customers – Our customers who are distributors, many of which are consolidating or are being acquired by competitors. As such, they demand better pricing and services, or they are required to move their business to their new parent company’s manufacturing facilities. While weWe continue to maintain a majority of thisthe business we have had with our customers historically, but it is possible that these consolidations and acquisitions, which we expect to continue in the future, ultimately will impact our margins and our sales in the near future.sales.

Our Apparel Business Challenges –In our Apparel Segment industry, our market niche is highly competitive and commodity driven. In the past, the domestic apparel industry was generally dominated by a limited number of companies. However, due to changes in regulations and trade agreements in the last few years, this industry has become more globalized and our core competition has now extended to other parts of the world, particularly Asia and Central America. While the domestic economic environment has improved somewhat in the last few years, which has led to increased demand at times, overall lower-end commodity apparel demand remains rather lethargic. Globalization has led to increased pricing pressures and direct importation by many screen-printers and big-box suppliers products that were once sourced domestically. New trade agreements like the recent agreement between Canada and Honduras, and current TPP, TTIP and TISA, which are meant to lower trade barriers, such as tariffs, could have significant impacts on domestic manufacturers. Foreign producers often have significant labor and other cost advantages. In the past few years, domestic quota restrictions were eliminated for basically all foreign countries, which significantly impacted domestic apparel producers. While import duties remain in place for these foreign countries, import protection afforded to domestic apparel producers has been and is likely to remain subject to considerable political considerations. Given the number of these foreign producers, any further elimination of import protections that protect domestic apparel producers, such as TPP, could materially adversely affect Alstyle’s business.

Our apparel products are subject to foreign competition, which had been subject to U.S. government domestic quota restrictions or import duties in the past –Foreign producers of apparel often have significant labor cost advantages. In the past few years, domestic quota restrictions were eliminated for basically all foreign countries, which significantly impacted domestic apparel producers. Today, import duties remain in place for these foreign countries, which tend to offset the significant labor cost advantages these countries have over domestic and NAFTA/CAFTA producers. Import protection afforded to domestic apparel producers has been, and is likely to remain, subject to considerable political considerations. Given the number of these foreign producers, any further elimination of import protections that protect domestic apparel producers could materially adversely affect Alstyle’s business. For further discussion on various trade agreements and their potential impact on our operations, see Item A. Risk Factors –“Our apparel products are subject to foreign competition, which had been subject to U.S. government domestic quota restrictions or import duties in the past” on page 13 of this Report.

In addition, many retailers have started to pre-approve many manufacturers. This has allowed screen-printers and big-box suppliers to use any supplier on a retailer’s pre-approved list without having to take full responsibility for the quality of products being shipped to the stores. As such, the overall quality of the product is a lesser concern to screen-printers and big-box suppliers. Alstyle believes its products to be some of the highest in the industry with respect to quality and color consistency. However, such quality comes at a cost which has become more difficult to recoup in today’s market. If retailers once again become concerned with the quality of the garments in their stores, as a means to differentiate themselves from the competition, it could benefit Alstyle.

In order to find their niche in a highly competitive and globalized environment, some of our customers and their customers have moved to alternative fabrics to differentiate themselves. What was once a basic commodity market with the focus on the printed media has now morphed into a fabric-fashion market, in which the fabric is as much of a selling point as the printed media. While some smaller garments producers are able to change quickly as market demand changes on fabrics and colors, longer-run manufacturers like Alstyle are not able to adjust as easily. Alstyle has been and will continue to work diligently on adapting/modifying their manufacturing processes to efficiently and cost effectively handle such changes in fabrics and fashions. However, such changes do not come without inherent risks and potentially increased costs during the modification and learning process.

The unusual harsh domestic winter weather conditions at the end of fiscal years 2014 and 2015 negatively impacted the already weak retail landscape and contributed to the softness in our Apparel sales during these time periods. The overall domestic retail environment continues to be extremely competitive and challenging from both a volume and pricing perspective. The retail market of late has not met our expectations given the overall domestic economic climate. In addition, globalization has become and is expected to continue to be an issue for American/NAFTA manufacturers.

Cotton prices and other input costs – Cotton is the single largest input cost in the cost of a T-shirt. As a result, our business may be affected significantly by dramatic movements in cotton prices. During the last three years plus, cotton pricing has been extremely volatile, increasing to historical highs and falling back to levels closer to historical averages. The cost incurred for materials (i.e., yarn, thread, etc.) is capitalized into inventory and impacts the Company’s operating results as inventory is sold. This could take six months or longer after the materials are purchased, depending on inventory turns. Consequently, fluctuations in cotton costs can significantly impact the Company’s operational results for many quarters, especially given the current market’s inelasticity to increases in selling prices. In addition, other input costs (i.e., dye and other chemicals cost, etc.) have shown increased volatility over comparable periods. As a result, any such fluctuation in input costs can be expected to impact our reported margins. Cotton pricing has been, for some time now, more in-line with historical levels, and we have seen the benefit of lower cotton pricing in our operational results during the current fiscal year. We expect to continue to see these benefits in the coming year, unless competitive market pricing pressures negate the benefit of these lower costs.

Continued global economic uncertainties – The T-shirt marketplace is now much more globalized, and such globalization will continue as tariff restrictions are lifted and new trade agreements are entered into with other countries. Therefore, we are impacted by not only the volatility on our domestic economic climate, but the volatility in the international economic climate as well. While the domestic climate and economic recovery have strengthened, the recovery has not been as broad-based as recoveries in the past. Also, international markets of late have started to show increased volatility, which led to considerable strengthening of the dollar against other currencies. This tends to increase pressure on domestic manufacturers, due to lower demand, higher price of their products internationally and increased competition of foreign manufacturers. During the past several years, the marketplace was extremely competitive. During this time, manufacturers continued to lower prices as they tried to maintain certain volume levels/market share. Due to these challenging times, we have had to take several impairment charges to the value of our apparel assets. Because we continue to see a challenging landscape for years to come, over the past year we have entered into new sales programs and entered into new sales channels. Some of these have been successful and some have not. However, we believe to justify participation in the apparel industry, we need to continue to develop a product mix or industry position capable of sustaining adequate pricing mechanisms to generate an appropriate return to our shareholders. Although challenging given current industry dynamics, we do feel our Apparel Segment is in a better position today than in years past, given current input levels, to deal with these challenges. However, if our new directives are not successful or if discounting in the marketplace is deeper than expected, our operating results may be negatively impacted, requiring that we take further impairment charges in the future.

Critical Accounting Policies and Estimates

In preparing our consolidated financial statements, we are required to make estimates and assumptions that affect the disclosures and reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates and judgments on an ongoing basis, including those related to allowance for doubtful receivables, inventory valuations, property, plant and equipment, intangible assets, pension plan obligations, accrued liabilities and income taxes. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions.

18


We believe the following accounting policies are the most critical due to their effect on our more significant estimates and judgments used in preparation of our consolidated financial statements.

Pension PlanWe maintain the Pension Plan for employees. Included in our financial results are Pension Plan costs that are measured using actuarial valuations. The actuarialvaluations and requires the use of a number of assumptions. Changes in these assumptions usedcan result in different expense and liability amounts and future actual experience may differ significantly from actual results. current expectations.

As our Pension Plan assets are invested in marketable securities, fluctuations in market values could potentially impact our funding status and associated liability recorded. The expected rate of return on assets was unchanged from the 6.50% at February 28, 2022.

Similar to fluctuations in market values, a drop in the discount rate could potentially negatively impact our funded status, recorded pension liability and future contribution levels with the opposite impact occurring for an increase in the discount rate. During fiscal year 2023, the discount rate used to determine the net pension obligations for purposes of our Consolidated Financial Statements increased to 5.00% from 3.10% in fiscal year 2022. The discount rate is reviewed by management annually and is adjusted to reflect movements in the average Mercer and FTSE (formerly Citigroup) pension yield curves for mature pension plans with duration of about 12-15 years. The Company estimated the duration of its pension benefit obligation (PBO) to be approximately 12-15 years. Each 10 basis point change in the discount rate impacts our computed pension liability by about $0.53 million.

Also, continued changes in the mortality assumptions could potentially impact our funded status. For the February 28, 2023 measurement, no change was made to the mortality assumption. While U.S. mortality has been higher in the last couple of years due to the pandemic and other related factors, the mortality assumption is used to estimate the future lifetime of plan participants. Any actual impact on the Pension Plan from the higher than expected mortality has already been recognized in the underlying participant data used to measure the pension liability. The impact on future longevity is still being studied, and there is a general expectation that the current population is a healthier cohort such that mortality rates may return to pre-pandemic levels. This assumption will continue to be monitored.

Goodwill and Other Intangible AssetsAmounts allocated to intangibles (amortizable and non-amortizable) and goodwill are determined based on valuation analysisanalyses for our acquisitions. Amortizable intangibles are amortized over their expected useful lives. We evaluate these amounts periodically (at least once a year) to determine whether a triggering event has occurred during the year that would indicate potential impairment.

We exercise judgment in evaluating our indefinite and long-lived assets for impairment. We assess thegoodwill for impairment annually as of indefinite-lived assets that include goodwill, trademarks and trade names at least annuallyDecember 1, or earliermore frequently if events or changes in circumstances indicateimpairment indicators are present. The Company uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the carrying value may not be recoverable. Such circumstances include: (1) a significant adverse change in legal factors or the business environment, or (2) other adverse changes in the assessment of future operations of the reporting unit. We test impairment at the reporting unit level, which we have determined is at the Print Segment and Apparel Segment level. In testing whether there is an impairment to goodwill we use a two-step approach. In step one, we compare the fair value of the reporting unit to which goodwill is assigned to its carrying value. If the estimated fair value of a reporting unit exceeds its carrying amount, then weincluding goodwill. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting business, overall financial performance of the business, and performance of the share price of the Company. If qualitative factors are not deemed sufficient to conclude that no goodwill impairment has occurred and step twoit is more likely than not required. If the carrying amount of a reporting unit exceeds its estimated fair value, a potential impairment is indicated, and step two is performed. In step two, we compare the carrying amount of the reporting unit’s goodwill to its implied fair value. In calculating the implied fair value of reporting unit’s goodwill,that the fair value of the reporting unit exceeds its carrying value, then a one-step approach is allocatedapplied in making an evaluation. The evaluation utilizes multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis). The computations require management to allmake significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the other assetsdiscount rate applied to future earnings reflecting a weighted average cost of capital, and liabilities, including unrecognized intangible assets, of that reporting unit based on their fair values, similarearnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital and growth rates. If the allocation that occursevaluation results in a business combination. The excess of the fair value of athe reporting unit overbeing lower than the amount assigned to its other assets and liabilities is the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. If the implied fair value of goodwill exceeds the carrying amount, goodwill is not impaired.

In estimating the fair value of reporting units, we make estimates and judgments about future cash flows and market valuations using a combination of income and market approaches, as appropriate. We primarily rely upon a discounted cash flow analysis, an income-based approach, which includes assumptions for, among others, discount rates, cash flow projections, growth rates and terminal value rates, all of which require various significant estimates and judgments. This type of analysis contains uncertainties because it requires management to make assumptions and apply judgment to estimate industry economic factors and the profitability of future business strategies. It is our policy to conduct impairment testing based on our current business strategy in light of present industry and economic conditions, as well as our future expectations. We have not made material changes in the accounting methodology we use to assess goodwill impairment during the past three years. Changes in the estimates, assumptions and other qualitative factors used to conduct goodwill impairment tests, including future cash flow projections, could indicate that our goodwill is impaired in future periods and result in a potentially material impairment of goodwill. Norecorded. A goodwill impairment charge was not required for the yearfiscal years ended February 29, 2016.28, 2023 or February 28, 2022.

To test impairment of acquired indefinite-lived intangible assets (i.e. trademarks and trade names), the fair values are estimated and compared to their carrying values. We recognize an impairment charge when the estimated fair value

of the intangible asset is less than the carrying value. We estimate the fair value of trademarks and trade names based on an income-based approachRevenue Recognition the relief from royalty method. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty to exploit the related benefits of these types of assets. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates in the category of intellectual property, discount rates, and other variables. After conducting our initial test for fiscal year 2016 as of November 30, 2015, we determined there was no impairment in either the Print or Apparel Segments. Subsequent to year end, with the proposed sale of the Apparel Segment, we determined there was a triggering event for possible impairment of the Apparel Segment’s recorded trademarks as of February 29, 2016. As a result, we reevaluated for possible impairment based on current events and determined that an impairment charge of $4.1 million was required for the Apparel Segment’s recorded trademarks, or approximately 31% of their carrying value prior to such impairment charge, to reduce the carrying value of those assets to their estimated fair values.

At February 29, 2016, our goodwill and other intangible assets were approximately $64.5 million and $66.9 million, respectively. The carrying value of invested capital for each reporting unit as compared to their fair value at November 30, 2015, the date of our annual impairment tests, was as follows:

Goodwill

Reporting Unit

Carrying Value of
Invested Capital
Fair Value of Invested
Capital

Print

$226.9 million$430.0 million

Trademarks/Trade names

Reporting Unit

Carrying Value of
Intangible Asset (before
impairment charge)
Fair Value of Intangible
Asset

Apparel

$13.3 million$9.2 million

Print

$15.3 million$20.5 million

In connection with the pending sale of the Apparel Segment and the expected loss resulting therefrom, management determined that there was more likely than not a triggering event that occurred as of February 29, 2016 for the intangible assets related to the Apparel Segment, which consists solely of trademarks. As a result, we performed additional testing with respect to our Apparel Segment in connection with Accounting Standards Codification (“ASC”) 350 and ASC 360. The trademark/trade name impairment analysis was updated as of February 29, 2016, and it was determined that an impairment charge of $4.1 million was required as of that date. For our analysis of long-lived assets, undiscounted cash flow analysis was prepared with a probability weighing to the different cash flow streams based on the facts and circumstances that existed as of the balance sheet date. Based on the results of this analysis, management determined that there was no impairment for long-lived assets in the Apparel Segment as of February 29, 2016.

Revenue is generally recognized upon shipment of products. Net sales consist of gross sales invoiced to customers, less certain related charges, including discounts, returns and other allowances. Our allowance for credit losses is based on an analysis that estimates the amount of our total customers receivable balance that is not collectible. This analysis includes assessing a default probability to customers’ receivable balances, which is influenced by several factors including (i) current market conditions, (ii) periodic review of customer credit worthiness, and (iii) review of customer receivable aging and payment trends. While we believe we have exercised prudent judgment and applied reasonable assumptions, there

19


can be no assurance that in the future, changes in economic conditions or other factors would not cause changes in the financial health of our customers. If the financial health of our customers deteriorates, the timing and level of payments received could be impacted and therefore, could result in a change to our estimated losses. Returns, discounts and other allowances have historically been insignificant. In some cases and upon customer request, we print and store custom print product for customer specified future delivery, generally within twelve months. In this case, risk of loss from obsolescence passes to the customer, the customer is invoiced under normal credit terms and revenue is recognized when manufacturing is complete. Approximately $12.9$17.1 million, $13.7$14.6 million, and $13.7$12.5 million of revenue were recognized under these agreements during fiscal years ended February 29, 2016, February 28, 2015,2023, 2022 and February 28, 2014,2021, respectively.

We maintain an allowance for doubtful receivables to reflect estimated losses resulting from the inability of customers to make required payments. On an on-going basis, we evaluate the collectability of accounts receivable based upon historical collection trends, current economic factors, and the assessment of the collectability of specific accounts. We evaluate the collectability of specific accounts using a combination of factors, including the age of the outstanding balances, evaluation of customers’ current and past financial condition and credit scores, recent payment

history, current economic environment, discussions with our sales managers, and discussions with the customers directly.

InventoriesOur inventories are valued at the lower of cost or market.net realizable value. We regularly review inventory values on hand, using specific aging categories, and write down inventory deemed obsolete and/or slow-moving based on historical usage and estimated future usage to its estimated marketnet realizable value. As actual future demand or market conditions may vary from those projected by management, adjustments to inventory valuations may be required.

As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each jurisdiction in which we operate. This process involves estimating our actual current tax exposure together with assessing temporary differences resulting from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. We must then assess the likelihood that our deferred tax assets will be recovered based on our history of earnings expectations for future taxable income including taxable income in prior carry-back years, as well as future taxable income. To the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance, we must include an expense within the tax provision in the consolidated statements of earnings. In the event that actual results differ from these estimates, our provision for income taxes could be materially impacted.

In addition to the above, we also have to make assessments as to the adequacy of our accrued liabilities, more specifically our liabilities recorded in connection with our workers compensation and health insurance, as these plans are self-funded. To help us in this evaluation process, we routinely get outside third-party assessments of our potential liabilities under each plan.

In view of such uncertainties, investors should not place undue reliance on our forward-looking statements since such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Results of Operations

The following discussion that follows provides information which we believe is relevant to an understanding of our results of operations and financial condition. The discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and notes thereto,thereto. Unless otherwise indicated, this financial overview is for the continuing operations of the Company, which are incorporated herein by reference. This analysis is presentedcomprised of the production and sales of business forms and other business products. The operating results of the Company for fiscal year 2023 and the comparative fiscal years 2022 and 2021 are included in the following sections:tables below.

Consolidated Summary– This section provides an overview of our consolidated results of operations for fiscal years 2016, 2015 and 2014.

Segment Operating Results – This section provides an analysis of our net sales, gross profit margin and operating income by segment.

Consolidated Summary

Consolidated Statements of

Operations – Data

(Dollars in thousands, except share and per share  amounts)

  Fiscal Years Ended 
  2016  2015  2014 

Net sales

  $568,973    100.0 $580,240    100.0 $542,442    100.0

Cost of goods sold

   416,234    73.2    434,764    74.9    398,649    73.5  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit margin

   152,739    26.8    145,476    25.1    143,793    26.5  

Selling, general and administrative

   92,792    16.3    89,926    15.5    86,677    16.0  

Impairment of goodwill and trademarks

   4,130    0.7    93,324    16.1    24,226    4.5  

Gain from disposal of assets

   (479  (0.1  (58  —      (274  (0.1
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) from operations

   56,296    9.9    (37,716  (6.5  33,164    6.1  

Other income (expense), net

   276    —      (1,417  (0.2  (1,372  (0.3
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Earnings (loss) before income taxes

   56,572    9.9    (39,133  (6.7  31,792    5.8  

Provision for income taxes

   20,836    3.7    5,400    1.0    18,603    3.4  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net earnings (loss)

  $35,736    6.2 $(44,533  -7.7 $13,189    2.4
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Proforma Earnings

(Dollars in thousands,except share and per share amounts)

       

Income (loss) from operations – GAAP

  $56,296    9.9 $(37,716  -6.5 $33,164    6.1

Impairment charge

   (4,130  (0.7  (93,324  (16.1  (24,226  (4.5
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income from operations, pre-impairment

   60,426    10.6    55,608    9.6    57,390    10.6  

Other income (expense), net

   276    —      (1,417  (0.2  (1,372  (0.3
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Earnings before income taxes

   60,702    10.6    54,191    9.4    56,018    10.3  

Provision for income taxes

   22,338    3.9    19,628    3.4    20,669    3.8  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net earnings, pre-impairment

  $38,364    6.7 $34,563    6.0 $35,349    6.5
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Weighted average common share outstanding

       

Basic

   25,688,273     25,864,352     26,125,348   
  

 

 

   

 

 

   

 

 

  

Diluted

   25,722,367     25,864,352     26,146,325   
  

 

 

   

 

 

   

 

 

  

Earnings (loss) per share

       

Basic

  $1.39    $(1.72  $0.50   
  

 

 

   

 

 

   

 

 

  

Diluted

  $1.39    $(1.72  $0.50   
  

 

 

   

 

 

   

 

 

  

Proforma earnings per share

       

Basic

  $1.49    $1.34    $1.35   
  

 

 

   

 

 

   

 

 

  

Diluted

  $1.49    $1.34    $1.35   
  

 

 

   

 

 

   

 

 

  

Consolidated Statements of

 

Fiscal years ended

 

Operations - Data (in thousands)

 

2023

 

 

2022

 

 

2021

 

Net sales

 

$

431,837

 

 

 

100.0

%

 

$

400,014

 

 

 

100.0

%

 

$

357,973

 

 

 

100.0

%

Cost of goods sold

 

 

300,787

 

 

 

69.7

 

 

 

285,291

 

 

 

71.3

 

 

 

254,207

 

 

 

71.0

 

Gross profit margin

 

 

131,050

 

 

 

30.3

 

 

 

114,723

 

 

 

28.7

 

 

 

103,766

 

 

 

29.0

 

Selling, general and administrative

 

 

70,793

 

 

 

16.4

 

 

 

71,410

 

 

 

17.9

 

 

 

68,270

 

 

 

19.1

 

Gain from disposal of assets

 

 

(5,896

)

 

 

(1.4

)

 

 

(271

)

 

 

(0.1

)

 

 

(405

)

 

 

(0.1

)

Income from operations

 

 

66,153

 

 

 

15.3

 

 

 

43,584

 

 

 

10.9

 

 

 

35,901

 

 

 

10.0

 

Other expense

 

 

(1,223

)

 

 

(0.3

)

 

 

(1,640

)

 

 

(0.4

)

 

 

(2,614

)

 

 

(0.7

)

Earnings before income taxes

 

 

64,930

 

 

 

15.0

 

 

 

41,944

 

 

 

10.5

 

 

 

33,287

 

 

 

9.3

 

Provision for income taxes

 

 

17,630

 

 

 

4.1

 

 

 

12,962

 

 

 

3.2

 

 

 

9,193

 

 

 

2.6

 

Net earnings

 

$

47,300

 

 

 

11.0

%

 

$

28,982

 

 

 

7.2

%

 

$

24,094

 

 

 

6.7

%

Net Sales. Our consolidated net sales decreased from $580.2 million for the fiscal year ended February 28, 2015 to $568.9 million for the fiscal year ended February 29, 2016, a decrease of 1.9%. Over the last year, our Print Segment sales increased $5.5 million, or 1.4%, while our Apparel Segment sales decreased by $16.9 million or 8.5%. The increase in our Print Segment sales related to the impact of our acquisitions, which added $28.7 million to our reported sales during the current year, but was offset by a decline in sales in our other print plants of $23.2 million. The sales of our Apparel Segment continued to be negatively impacted by the weak lower-end domestic retail environment and stricter adherence to selling price preservation. Increased international competition and international economic uncertainties put further strains on an already stressed domestic retail environment.

Our consolidated net sales increased from $542.4 million for the fiscal year ended February 28, 2014 to $580.2 million for the fiscal year ended February 28, 2015, or an increase of 7.0%. The increase in our sales for the year related primarily to the additional sales associated with our Print Segment acquisition of Sovereign Business Forms, SSP, and Kay Toledo Tag, which added $58.3 million in Print sales for the period.

Cost of Goods Sold. Our manufacturing costs decreased by $18.6 million from $434.8$400.0 million for fiscal year 20152022 to $416.2$431.8 million for fiscal year 2016,2023, an increase of 8%. The increase was attributable to $3.3 million in revenues from our recent acquisitions as well as price and volume increases that were partially offset by reduced volumes in the fourth quarter. The acquisition of AmeriPrint, and School Photo Marketing, is an integral part of our strategy to offset normal industry revenue declines due to print attrition and other changes.

Our net sales increased from $358.0 million for fiscal year 2021 to $400.0 million for fiscal year 2022, an increase of 11.7%. Our sales for the period partially rebounded from the impact on economic conditions driven by the COVID-19 pandemic and resulted in an increase in sales volume. The acquisition of AmeriPrint, which was completed in June 2021, is an integral part of our strategy to offset normal industry revenue declines due to print attrition and other changes. Our acquisitions during fiscal years 2021 and 2022 positively impacted our net sales by approximately $23.9 million during fiscal year 2022 compared to 2021.

Cost of Goods Sold. Our manufacturing costs increased from $285.3 million for fiscal year 2022 to $300.8 million for fiscal year 2023, or 4.3%5.4%. Our gross profit margin (net sales less cost of goods sold)(“margin”) increased from 25.1%28.7% for fiscal year 20152022 to 26.8% for fiscal year 2016. Our Print Segment’s gross profit margin decreased slightly during the period from 30.3% for fiscal year 20152023. Improved operational efficiencies and pricing adjustments to 30.1% for fiscal year 2016, whilecover inflationary costs, primarily of paper, supplies and labor, contributed to improve our Apparel Segment’s gross profit margin increased 470 basis points from 15.2% for fiscal year 2015 to 19.9% for fiscal year 2016 due to improving manufacturing efficiencies, relatively stable selling prices, and lower input costs during the period.

as a percentage of sales.

20


Our manufacturing costs increased by $36.2 million from $398.6$254.2 million for fiscal year 20142021 to $434.8$285.3 million for fiscal year 2015,2022, or 9.1%12.2%. Our gross profit margin (net sales less cost of goods sold) decreased slightly from 26.5%29.0% for fiscal year 20142021 to 25.1%28.7% for fiscal year 2015. Our print2022. Paper supply has grown more limited and due to tight demand and supply, there has been a significant amount of upward pressure on prices. We have been adjusting our pricing to cover paper inflation during the year, but the increased backlog of unproduced orders created timing issues which had an impact on our gross profit margin increased during the period due to lower input costs and improved operational efficiencies, but this was offset by higher input and higher manufacturing costs due to lower production volumes and lower selling prices in the Apparel Segment.margins.

Selling, general, and administrative expenses.For fiscal year 2016, ourOur selling, general, and administrative (“SG&A”) expenses increaseddecreased approximately $2.9 million, or 3.2%0.9%, from $89.9$71.4 million or 15.5% of sales for fiscal year 20152022 to $92.8$70.8 million or 16.3% of sales for fiscal year 2016. The increase in these expenses is primarily attributable to the impact2023. As a percentage of our acquisitions, Sovereign Business Forms, SSP, and Kay Toledo Tag. Once integrated, we expect to eliminate redundant legacy costs and expect that SG&A costs at these locations will be more in line with our historical norms. In addition, oursales, SG&A expenses during the currentdeclined from 17.9% in fiscal year were impacted2022 to 16.4% for fiscal year 2023. Our SG&A expense decreased as a result of operational efficiencies and intangible assets fully amortized in fiscal year 2022 partially offset by additional medical costs associated with our self-insured medical programs due to utilization rates higher than above historical averages and increased bonus expense due to improved operational results.expense.

For fiscal year 2015, ourOur SG&A expenses increased approximately $3.24.5%, from $68.3 million or 3.7% from $86.7 million, or 16.0% of sales for fiscal year 20142021 to $89.9$71.4 million or 15.5% of sales for fiscal year 2015. While on2022. As a percentage of sales, basisSG&A expenses declined from 19.1% in fiscal year 2021 to 17.9% for fiscal year 2022. Our acquisitions negatively impacted our SG&A costs declined from 16.0% forexpenses by approximately $2.3 million SG&A during fiscal year 2014 to 15.5% for fiscal year 2015, on a dollar basis, as noted above, these expenses increased $3.2 million year over year. The increase in these expenses was primarily attributable to the print acquisitions completed during last fiscal year which added approximately $3.0 million in expenses. This was offset by a reduction in our bad debt provision last fiscal year due to improving trends of approximately $1.7 million.2022.

Impairment of goodwill and trademarks.After conducting our fiscal year 2016 test, we determined there was no impairment in the Print Segment. However, due to the proposed sale of the Apparel Segment (reference is made to Item 1-“Business-Overview” on page 4 of this Report for further explanation), management considered whether a triggering event occurred for the intangible assets related to the Apparel Segment, which consists solely of trademarks. Management determined that a triggering event did occur as of February 29, 2016 as management deemed the sale of the business as more likely than not. The trademark/trade name impairment analysis was updated as of February 29, 2016 and it was determined that an impairment charge of $4.1 million was required as of that date (approximately 31% of the carrying value prior to such impairment charge). Management also determined that a triggering event occurred for long-lived assets in the Apparel Segment. An undiscounted cash flow analysis was prepared with a probability weighing to the different cash flow streams based on the facts and circumstances that existed as of the balance sheet date. Based on the results of this analysis, management determined that there was no impairment for long-lived assets in the Apparel Segment as of February 29, 2016.

The goodwill impairment charge for fiscal year 2015 was primarily driven by continued marketplace pricing pressures and the challenging retail environment, which further negatively impacted our forecasted cash flows for our Apparel Segment. During the preparation of the annual impairment analysis there were indicators that an impairment may exist with respect to our Apparel Segment. As a result, after conducting our annual impairment testing and step two analysis relating to our Apparel Segment, we determined that an estimated impairment charge of $93.3 million, or approximately 88% (comprised of a $55.9 million, or 100% charge to goodwill and a $37.4 million, or approximately 74% charge to trademarks) was required to reduce the carrying values of the reporting unit assets to their fair values.

Gain(Gain) loss from disposal of assets.The $5.9 million gain from disposal of assets for fiscal 2023 is primarily from the sale of $0.5an unused manufacturing facility, $5.8 million, and $0.1 million of manufacturing equipment. The $0.3 million gain from disposal of assets for fiscal year 20162022 is primarily related primarily to the sale of an unused manufacturing facility as well as unusedand manufacturing equipment. The $0.4 million gain from disposal of assets of $58,000 for fiscal year 2015 related2021 is primarily attributed to the $.5 million gain on the sale of unusedland and manufacturing facilities offset by approximately a $0.1 million loss in the sale of manufacturing equipment.

Income (loss) from operations.OurPrimarily due to factors described above, our income (loss) from operations for fiscal year 2016 was $56.32023 increased 51.8% to $66.2 million, or 9.9%15.3% of net sales, asfrom $43.6 million, or 10.9% of net sales in 2022, and increased 21.4% to $43.6 million, or 10.9% of net sales, compared to $(37.7)$35.9 million, or (6.5)%10.0% of net sales, for fiscal year 2015. The increase in our income from operations during fiscal year 2016 resulted primarily from the impact of our recent acquisitions in our Print Segment and improving operational performance of our Apparel Segment. Excluding the impairment charges in fiscal years 2016 and 2015, our Non-GAAP income from operations would have been $60.4 million, or 10.6% of sales, and $55.6 million, or 9.6% of sales, respectively.

2021.

Our income (loss) from operations for fiscal year 2015 was $(37.7) million or (6.5)% of sales, as compared to $33.2 million, or 6.1% of sales for fiscal year 2014. The decrease in our income (loss) from operations during fiscal year 2015 resulted primarily from the non-cash impairment charge of $93.3 million to goodwill and trademarks. Excluding the impairment charges in both fiscal years 2015 and 2014, our Non-GAAP income from operations would have been $55.6 million, or 9.6% of sales for fiscal year 2015 and $57.4 million, or 10.6% of sales for fiscal year 2014.

Other income and expense.(expense). Other income and expense increased from expense of $1.4was $1.2 million for fiscal year 20152023 compared to $0.3$1.6 million income for fiscal year 2016. Foreign currency gain/loss2022. The decrease in expense increasedwas primarily related to higher non-service cost components of net periodic benefit costs relating to pension expense offset by $1.0an increase in interest income from higher interest rates in fiscal year 2023. Other expense was $1.6 million from $0.7 million currency gain for fiscal year 20152022 compared to $1.7expense of $2.6 million gain for fiscal year 2016. In addition, interest expense decreased $0.7 million from $2.0 million to $1.3 million for fiscal years 2015 and 2016, respectively.2021. The decrease in our interest expense in fiscal year 2016 over fiscal year 2015 was attributable to less debt outstanding during the period. Interest expense was $1.3 million, $2.0 million, and $1.3 million for fiscal years 2016, 2015 and 2014, respectively.primarily related to decrease in pension expense.

Provision for income taxes.Our effective tax rates for fiscal years 2016, 2015,2023, 2022 and 20142021 were 36.8%27.2%, (13.8)%30.9%, and 58.5%27.6%, respectively. The fluctuations in ourhigher effective tax rate for fiscal year 2022 was primarily the indicated fiscal yearsresult of distributions during the year from our deferred compensation plan which was due to the impact of non-deductible goodwill impairment charges of $55.9 million and $18.6 million in fiscal years 2015, and 2014 and a trademarks impairment charge of $37.4 millionterminated in fiscal year 2015.2021.

Net earnings. Due to the above factors, our net Net earnings (loss) increased from $(44.5)were $47.3 million, or (7.7)% of sales,$1.82 per diluted share for fiscal year 20152023, as compared to $35.7$29.0 million, or 6.3% of sales,$1.11 per diluted share for fiscal year 2016. Basic2022. Net earnings were impacted by increased revenues and a $5.8 million gain from disposal of assets that added $0.17 per share. Net earnings were $29.0 million, or $1.11 per diluted earnings (loss) per share increased from a loss of $(1.72)for fiscal year 2022, as compared to $24.1 million, or $0.93 per share for fiscal year 2015 to earnings2021. Our acquisitions of $1.39 per share for fiscal year 2016. Excluding the impairment chargeInfoseal and AmeriPrint added $23.9 million in fiscal year 2016 relating to our Apparel Segment, our earnings would have been approximately $38.4 million, or $1.49 per diluted share, compared to a pre-impairmentrevenues and $0.08 in diluted earnings per share of $1.34 for fiscal 2015.

Our net earnings (loss) decreased from $13.2 million, or 2.4% of sales for fiscal year 2014, to a loss of $(44.5) million, or (7.7)% of sales for fiscal year 2015. Basic and diluted earnings (loss) per share decreased from earnings of $0.50 per share for fiscal year 2014 to a loss of $(1.72) per share for fiscal year 2015. Excluding the impairment charges in both fiscal year 2015 and 2014 relating to our Apparel Segment, our earnings would have been approximately $34.6 million, or $1.34 per diluted share for fiscal 2015 as compared to $35.3 million or $1.35 per diluted share for fiscal 2014.

Segment Operating Results

   Fiscal Years Ended 

Net Sales by Segment (in thousands)

  2016   2015   2014 

Print

  $385,946    $380,379    $339,947  

Apparel

   183,027     199,861     202,495  
  

 

 

   

 

 

   

 

 

 

Total

  $568,973    $580,240    $542,442  
  

 

 

   

 

 

   

 

 

 

Print Segment. The Print Segment net sales represented 68%, 66%, and 63% of our consolidated net sales for fiscal years 2016, 2015, and 2014, respectively.

Our Net sales in our Print Segment increased by $5.5 million, or 1.4%, in fiscal year 2016 from $380.4 million in fiscal year 2015 to $385.9 million in fiscal year 2016. The increase in our Print Segment’s sales for the year was a result of our recent acquisitions, which added approximately $28.7 million in sales. This increase was offset by a net decline of $23.2 million in sales at our other locations due to the continued decline of industry revenues and the general economic environment.

Our Net sales in our Print Segment increased by $40.5 million, or 11.9%, in fiscal year 2015 from $339.9 million in fiscal year 2014 to $380.4 million in fiscal year 2015. The increase in our Print Segment sales for the year was as a result of our acquisitions of Sovereign Business Forms, SSP, and Kay Toledo Tag, which added approximately $58.3

million in sales. This increase was offset by a net decline of $17.8 million in sales at our other locations due to normal print attrition, winter weather dynamics, and overall an anemic broad-based economic environment.

Apparel Segment. The Apparel Segment net sales represented 32%, 34%, and 37% of our consolidated net sales for fiscal years 2016, 2015, and 2014, respectively.

Our Net sales in our Apparel Segment decreased by $16.9 million, or 8.5%, from $199.9 million for fiscal year 2015 to $183.0 million for fiscal year 2016. Overall our Apparel Segment sales continues to be impacted by the rather anemic lower-end domestic retail environment, competitor’s pricing pressures, international competition due to relaxed import restrictions, and maintenance of our selling prices during the year. This strict adherence to maintaining our selling prices, while impacting our top-line revenue, enabled us to realize our improving operational efficiencies and lower input costs in our gross profit and operating margins during the year.

Our fiscal year 2015 Net sales in our Apparel Segment decreased by $2.6 million, or 1.3%, over fiscal year 2014. Our Apparel Segment unit volume was up 0.5% for fiscal 2015, which was offset by a decline in our average selling price of 1.3% for the year. Apparel Segment sales were impacted by a rather anemic non-broad based domestic economic recovery, which impacted the lower domestic retail environment. In addition, increased international competition due to relaxed import restrictions and favorable trade agreements increased the competitive landscape of an already competitive domestic retail marketplace. This environment made it extremely difficult for us to grow sales at reasonable costs and to raise selling prices to offset any increases in our input costs.

   Fiscal Years Ended 

Gross Profit by Segment (in thousands)

  2016   2015   2014 

Print

  $116,310    $115,071    $101,040  

Apparel

   36,429     30,405     42,753  
  

 

 

   

 

 

   

 

 

 

Total

  $152,739    $145,476    $143,793  
  

 

 

   

 

 

   

 

 

 

Print Segment. Our Print Segment’s gross profit margin (“Print Margin”), as a percent of sales, was 30.1%, 30.3%, and 29.7% for fiscal years 2016, 2015, and 2014, respectively.

Our Print Margin increased $1.2 million from $115.1 million in fiscal year 2015, or 30.3% of net sales, to $116.3 million in fiscal year 2016, or 30.1% of net sales. Our Print Margin increased $14.1 million from $101.0 million in fiscal year 2014, or 29.7% of net sales, to $115.1 million in fiscal year 2015, or 30.3% of net sales. Our Print Margin increased on a dollar basis in fiscal year 2016 compared to fiscal year 2015, however, decreased slightly on a percentage basis. We have continued to see improvement in our Print Margin, which relates primarily to our continued ability to drive out operational costs at our acquisition plants after we have converted them to our enterprise resource systems and into our planning processes. While many times we have brought significant costs savings initially, additional costs savings are generally realized for years to come as our systems are integrated and personnel at the acquired plants become more adept at using the operational information provided. For current fiscal year, during the most recent quarter, our Print Margins were negatively impacted by the costs associated with moving one of our folder operations from Omaha, Nebraska to Columbus, Kansas. This move was precipitated by the owner’s desire to sell the facility. During the quarter, we incurred approximately $750,000 of costs associated with the move and set-up and incurred an additional amount of approximately $1.0 million in inefficiencies associated with starting up a new location and training new employees. We feel we are well along in the process, but the negative overhang associated with the aforementioned will continue to be with us for at least a couple quarters to come. This transition also impacted our folder sales during this period by approximately $1.0 million, and lower sales out of this unit can probably be expected to continue for the next several quarters until their efficiency rates reach the levels previously being achieved by the Omaha, Nebraska facility.

Apparel Segment. Our Apparel Segment’s gross profit margin (“Apparel Margin”), as a percent of sales, was 19.9%, 15.2%, and 21.1%, for fiscal years 2016, 2015, and 2014, respectively.

Our Apparel Margin increased $6.0 million from $30.4 million in fiscal year 2015, or 15.2% of net sales, to $36.4 million in fiscal year 2016, or 19.9% of net sales. Our Apparel Margin has been positively impacted by lower input costs, mainly of cotton, improving manufacturing efficiencies, and maintaining of our selling prices, which resulted

in the Apparel Segment showing Apparel Margin improvements of 470 basis points over the previous year’s results. We experienced fewer raw material quality and fabric production issues during the current period than in years past resulting in a much higher first quality percentage. These factors were the main drivers for our operational improvements during the period.

Our Apparel Margin decreased $12.5 million from $42.8 million in fiscal year 2014, or 21.1% of net sales, to $30.4 million in fiscal year 2015, or 15.2% of net sales. Our Apparel Margin was negatively impacted by higher input costs associated with dyes and chemicals throughout most of the year, lower selling prices due to continued marketplace selling pressures, lower manufacturing efficiencies due to lower production volumes, and the introduction of new manufactured products relating to new sales initiatives with lower production efficiencies than those of mature products.

   Fiscal Years Ended 

Profit (loss) by Segment (in thousands)

  2016   2015   2014 

Print

  $65,379    $66,374    $57,390  

Apparel

   9,430     (89,632   (9,467
  

 

 

   

 

 

   

 

 

 

Total

   74,809     (23,258   47,923  

Less corporate expenses

   18,237     15,875     16,131  
  

 

 

   

 

 

   

 

 

 

Earnings (loss) before income taxes

  $56,572    $(39,133  $31,792  
  

 

 

   

 

 

   

 

 

 

Print Segment. As a percent of sales, our Print Segment’s profits (“Print Profit”) were 16.9%, 17.4%, and 16.9% for fiscal years 2016, 2015, and 2014, respectively.

Our Print Profit decreased slightly for fiscal year 2016 from $66.4 million in fiscal year 2015 to $65.4 million in fiscal year 2016. Our Print Profit increased for fiscal year 2015 from $57.4 million in fiscal year 2014 to $66.4 million in fiscal year 2015. This related primarily to the addition of our fiscal year 2015 acquisitions. Our Print Profit for the current year were negatively impacted by the move of Omaha, Nebraska folder operations to Columbus, Kanas during the fourth quarter. We estimated that this move impacted our Print Profits by approximately $1.7 million to $2.0 million for the year. In addition, we incurred a one-time earn-out expense of $750,000 associated with the SSP/Kay Toledo acquisition in the fourth quarter. Without these impacts, our Print Profit would have been approximately $67.8 million to $68.1 million, or 17.6% to 17.7% of sales for the fiscal year ended February 29, 2016 as compared to $66.4 million and 17.4% for fiscal year 2015. See discussion under “Gross Profit by Segment-Print Segment” above for further discussion on the Omaha, Nebraska folder operations move.corresponding prior year.

Apparel Segment. As a percent of sales, our Apparel Segment’s profits (loss) (“Apparel Profit”) were 5.2%, (44.8)%, and (4.7)% for fiscal years 2016, 2015, and 2014, respectively.

Our Apparel Profit increased for fiscal year 2016 from $(89.6) million in fiscal year 2015 to $9.4 million in fiscal year 2016. In fiscal year 2016, we recorded a non-cash impairment charge of $4.1 million, or approximately 31%, to the Apparel Segment’s trademarks. In fiscal year 2015, we recorded a non-cash impairment charge of $93.3 million (comprised of a $55.9 million, or 100% of the remaining value of our recorded Apparel Segment’s goodwill and a $37.4 million, or approximately 74% charge to our Apparel Segment’s trademarks value). In fiscal year 2014, we recorded a non-cash impairment charge of $24.2 million ($18.6 million to the value of our Apparel Segment’s goodwill and $5.6 million to the value of our Apparel Segment’s trademarks). Our Apparel Profits, absent these charges in fiscal years 2016, 2015, and 2014 would have been as follows: $13.6 million for fiscal 2016, $3.7 million for fiscal 2015, and $14.7 million for fiscal 2014. As a percent of sales, our Apparel Segment’s pre-impairment profits were 7.4%, 1.8%, and 7.3% for fiscal years 2016, 2015, and 2014, respectively. Our Apparel Segment continues to be impacted by the rather weak lower-end domestic retail environment, marketplace pricing pressures, and increased international competition due to relaxed import restrictions. However, the stability in our selling prices over the period, due to our strict adherence to the maintenance of selling prices, has allowed us to recognize the full benefit of our lower input costs and improved manufacturing efficiencies in our operational results this year.

Liquidity and Capital Resources

   Fiscal Years Ended 

(Dollars in thousands)

  2016   2015 

Working Capital

  $138,575    $176,295  

Cash

  $10,425    $15,346  

We rely on our cash flows generated from operations to meet cash requirements of our business. The primary cash requirements of our business are payments to vendors in the normal course of business, capital expenditures, contributions to our noncontributory defined benefit plan and the payment of dividends to our shareholders. We expect

21


to generate sufficient cash flows from operations to cover our operating and capital requirements for the foreseeable future.

 

 

Fiscal Years Ended

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

2021

 

Working Capital

 

$

155,379

 

 

$

127,839

 

 

$

113,022

 

Cash

 

$

93,968

 

 

$

85,606

 

 

$

75,190

 

Working Capital.Our working capital decreasedincreased by approximately $37.7$27.5 million, or 21.4%21.5%, from $176.3$127.8 million at February 28, 20152022 to $138.6$155.4 million at February 29, 2016.2023. Our current ratio, calculated by dividing our current assets by our current liabilities, decreasedincreased from 5.4-to-1.04.4 to 1.0 for fiscal year 20152022 to 4.8 to 1.0 for fiscal year 2023. Our increase in working capital primarily reflects the increase in cash, $8.4 million, accounts receivable $14.5 million, and inventory $8.3 million, offset by the increase in our accounts payable and accrued expense.

Our working capital increased by approximately $14.8 million, or 13.1%, from $113.0 million at February 28, 2021 to $127.8 million at February 28, 2022. Our current ratio, calculated by dividing our current assets by our current liabilities, increased from 4.2-to-1.0 for fiscal year 2021 to 4.4-to-1.0 for fiscal year 2016. The decrease2022. Our increase in working capital primarily reflects the increase in cash, $10.4 million, accounts receivable $1.1 million and inventory $5.6 million offset by the increase in our working capital related primarily to a decrease in our cash of $4.9 million, a decrease in our trade receivables of $8.0 million, a decrease in our prepaid expenses of $5.4 million and a decrease in our inventory of $19.5 million (decrease of $18.3 million in our apparel inventory). We used the additional working capital during the year to pay down our long term debt by $66.5 million during the year, which reduced our total debt to equity ratio (total liabilities / total shareholders’ equity) from 0.59 to 1.0 at February 28, 2015 to 0.31 to 1.0 at February 29, 2016.accounts payable, $1.9 million.

Cash Flow Components

   Fiscal Years Ended 

(Dollars in thousands)

  2016   2015   2014 

Net Cash provided by operating activities

  $87,163    $65,269    $35,755  

Net Cash used in investing activities

  $(4,116  $(29,410  $(65,511

Net Cash provided by (used in) financing activities

  $(84,590  $(24,277  $32,508  

 

 

Fiscal years ended

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

2021

 

Net cash provided by operating activities

 

$

46,776

 

 

$

50,678

 

 

$

52,817

 

Net cash used in investing activities

 

$

(11,457

)

 

$

(10,052

)

 

$

(21,183

)

Net cash used in financing activities

 

$

(26,957

)

 

$

(30,210

)

 

$

(24,702

)

Cash flows from operating activities.Net cashCash provided by operating activities was $87.2 million for fiscal 2016 compared to $65.3$46.8 million for fiscal year 2015 and $32.82023 (a decrease of $3.9 million compared to fiscal year 2022), $50.7 million for fiscal year 2014, or an increase2022 (a decrease of $21.9$2.1 million compared to fiscal year 2021) and $52.8 million for fiscal year 2021.

Our decreased operational cash flows in fiscal year 2023 compared to fiscal year 2022 was primarily the result of a $3.4 million decrease from inventories, $8.2 million decrease from our accounts receivable, $5.9 million gain from disposal of assets and a $5.0 million decrease from deferred tax liability offset by $18.3 million in 2016 and an increase of $32.5 millionincreased earnings.

Our decreased operational cash flows in 2015 over the previous period. The increase in cash provided during fiscal year 2016 related2022 compared to fiscal year 2021 was primarily from: (i) $2.9the result of a $7.6 million more in cash provided through the collection ofdecrease from inventories and a $7.2 million decrease from our accounts receivable (ii) $6.1offset by a $4.9 million more in cash provided through the reduction of our inventories, (iii) $7.9 million more cash provided through the reduction of our prepaid expenses, and (iv) $3.8 million more in cash provided through the increase offrom our accounts payable and other accrued expenses. Theexpenses, and a $4.9 million increase in cash provided during fiscal year 2015 related primarily from: (i) $5.7 million more in cash provided through the collection of accounts receivable and (ii) $29.3 million in less cash used through the reduction of our inventories. Cash provided in fiscal year 2015 was offset by an increase of our prepaid expenses during the year of $6.4 million.net earnings.

Cash flows from investing activities.Net cashCash used in investing activities was $4.1$11.5 million in fiscal year 2016, primarily resulting from: (i) capital expenditures of $4.8 million and (ii) $0.3 million of cash consideration paid for the acquisition of CMC Group, Inc. These uses were offset in part by the proceeds received from the sale of property, plant, and equipment during the period. Net cash used in investing activities was $29.42023 compared to $10.1 million in fiscal year 2015,2022, and $21.2 million in fiscal year 2021. The $1.4 million decrease in cash used in fiscal year 2023 compared to fiscal year 2022 was primarily resulting from: (i) $27.1due to a $2.2 million of cash consideration paid for the acquisitions of Sovereign and Kay Toledo; and (ii)decrease in capital expenditures of $2.5 million. These uses were offsetand $0.8 million increase in part by the proceeds received from the saledisposal of property, plant and equipment during the period.property, offset by a $4.4 million increase in costs to acquire businesses The $11.1 million increase in cash used in fiscal year 2022 compared to fiscal year 2021 was primarily due to a $14.9 million decrease in costs to acquire businesses offset by $2.9 million increase in capital expenditures.

Cash flows from financing activities.NetCash used in financing activities was $27.0 million in fiscal year 2023 compared to $30.2 million in fiscal year 2022 and $24.7 million used in fiscal year 2021.

The decrease in our cash used in financing activities was $84.6 million in fiscal year 2016 compared2023 was primarily due to $24.3a $3.7 million decrease of common stock repurchases. The increase in our cash used in financing activities in fiscal year 2015, or2022 compared to fiscal year 2021 resulted from two factors: (i) an increase of $60.3 million. In fiscal year 2016, we paid down our debt by $66.5$3.6 million compared to $25.0of common stock repurchases; and (ii) the payment of $2.0 million paid downmore in dividends in fiscal year 2015. We also used $18.0 million in cash for dividends. Net cash used by financing activities was $24.3 million in2022 compared to fiscal year 2015 compared to cash provided of $32.5 million in fiscal year 2014, or a net change of $56.8 million. During fiscal year 2015, we borrowed net cash of $1.0 from our revolving credit facility (borrowed an additional $26.0 million and paid down $25.0 million). We used $18.2 million in cash for dividends. In addition, we repurchased $7.0 million of our common stock under the board-approved repurchase program as compared to $1.8 million repurchased in fiscal year 2014.2021.

22


Stock Repurchase – On October 20, 2008, theThe Board of Directorshas authorized the repurchase of up to $5.0 million of ourthe Company’s outstanding common stock through a stock repurchase program.program, which authorized amount is currently up to $40.0 million in the aggregate. Under the Board-approved repurchase program, share purchases may be made from time to time in the open market or through privately negotiatedprivately-negotiated transactions, depending

on market conditions, share price, trading volume and other factors. Such purchases, if any, will be made in accordance with applicable insider trading and other securities laws and regulations. These repurchasesRepurchases may be commenced or suspended at any time or from time to time without prior notice. The Board increasednotice, provided that any purchases must be made in accordance with applicable insider trading rules and securities laws and regulations. Since the authorized amount available to repurchase our shares by an additional $5.0 million on April 20, 2012 and by another $10.0 million on December 19, 2014. There were no repurchases of common stock during fiscal year 2016 and thereprogram’s inception in October 2008, we have been 718,511repurchased 2,213,111 common shares repurchased under the program since its inception at an average price of $13.74$16.25 per share. There is currently $10.1During our fiscal year 2023, we repurchased 64,082 shares of common stock at an average price of $17.46 per share. As of February 28, 2023, $23.9 million remained available to repurchase shares of the Company’s common stock under the program. The Company expects to continue to repurchase its shares under the repurchase program during fiscal year 2024 provided that the Board determines such repurchases to be in the best interests of the Company and its shareholders.

Credit Facility On September 19, 2013, we entered into the Third Amendment and Consent to Second Amended and Restated We did not renew our Credit Agreement, (the “Agreement”) with a syndicate of lenders led by Bank of America, N.A. (the “Facility”). The Amendment amends and restates the financial covenant relating to Minimum Tangible Net Worth. The amended covenant requires a Minimum Tangible Net Worth of $100 million, with step-ups equal to 25% of consolidated net income. The Facility provides us access to $150.0 million in revolving credit, which we may increase to $200.0 million in certain circumstances, and matures on August 18, 2016. During the period, we received a binding commitment from our primary lender to extend the maturity date on the above Facility to August 19, 2017 for an amount in excess of the amountexpired November 11, 2021. We have had no outstanding under the same terms and conditions. The Facility bears interest at the London Interbank Offered Rate (“LIBOR”) plus a spread ranging from 1.0% to 2.25%, or 1.76% (LIBOR + 1.25%) at February 29, 2016 and 1.75% (LIBOR + 1.5%) at February 28, 2015, depending on our ratio of total fundedlong-term debt to the sum of net earnings plus interest, tax, depreciation, and amortization (“EBITDA”). As of February 29, 2016, we had $40.0 million of borrowings under the revolving credit line, and $2.1since paid in August 2019. As of February 28, 2023, we had $0.6 million outstanding under a standby lettersletter of credit arrangements, leaving us availability of approximately $107.9 million. The Facility contains financial covenants, including restrictions on capital expenditures, acquisitions, asset dispositions, and additional debt, as well as other customary covenants, such as our minimum tangible equity level and total funded debt to EBITDA ratio. We were in compliance with all these covenants as of February 29, 2016. The Facility isarrangement secured by substantially all of our domestic assets as well as all capital securities of each of the Company’s U.S. subsidiaries and 65% of all capital securities of each of the Company’s direct foreign subsidiaries.

During fiscal year 2016, we paid down an additional $66.5 million on the revolving credit line.a cash collateral bank account. It is anticipated that the available line of credit isour cash and funds from operating cash flows will be sufficient to cover, should it be required, our working capital needs for the foreseeable future.fund anticipated future expenditures.

Pension Plan – We are required to make contributions toThe funded status of our Pension Plan. These contributionsPlan is dependent on many factors, including returns on invested assets, the level of market interest rates and the level of funding. The assumptions used to calculate the pension funding deficit are required underdifferent from the minimumassumption used to determine the net pension obligations for purposes of our Consolidated Financial Statements. The funding requirements of our Pension Plan is governed by the Employee Retirement Income Security Act of 1974 (“ERISA”). Due, as amended, and the Internal Revenue Code and is also subject to the recent enactment of the Moving Ahead for Progress in the 21st Century (“MAP-21”) in July 2012, plan sponsors can calculateAct, the discount rate used to measureHighway and Transportation Funding Act of 2014, the PensionBipartisan Budget Act of 2015, and the American Rescue Plan liabilityAct of 2021. Under these regulations, the liabilities are discounted using a 25-year average of interestcorporate bond rates plus or minuswithin a specified corridor. Prior to MAP-21,For the discount rate used in measuringperiod ended February 28, 2023, the pension liabilityspecified corridor around the 25-year average was based on the 24-month average of interest rates. We anticipate that we will contribute from $2.0 million to $3.0 million during fiscal year 2017.5%. We made contributionsa contribution of $3.0$2.0 million to our Pension Plan during eachin fiscal year 2023 and $1.0 million in fiscal year 2022. There was no contribution required or made in fiscal year 2021. Given our funding status as of February 28, 2023 and absent any significant negative event, we anticipate that our last three fiscal years. Asfuture contributions will be between $1.0 million and $3.0 million per year, depending on our Pension Plan assets are invested in marketable securities, fluctuations in market values could potentially impact our funded status, associated liabilities recorded, and future required minimum contributions. At February 29, 2016, we had an unfunded pension liability recorded on our balance sheet of $8.7 million. During the current fiscal year we increased the discount rate we used to calculate our pension liability from 4.0% last year to 4.3% this year, which decreased our recorded pension liability by approximately $2.9 million (each 10 basis point change in the discount rate potentially impacts our computed pension liability by approximately $900,000). In addition, we adopted the new MP-2015 mortality improvement scale associated with the RP-2014 mortality tables (which were adopted last year), which further reduced our recorded pension liability by approximately $1.6 million. The updated mortality improvement scale MP-2015 reflects slightly lower projected mortality experience improvement in the future compared to the previous scale MP-2014 utilized in last year’s valuation of liabilities.Plan’s funding.

InventoriesWe believe our current inventory levels are sufficient to satisfy our customer demands and we anticipate having adequate sources of raw materials to meet future business requirements. We have long-term contracts in effect with paper and yarn suppliers that govern prices, but do not require minimum purchase commitments. Certain of our rebate programs do, however, require minimum purchase volumes. Management anticipates meeting the required volumes.

Capital ExpendituresWe expect our capital expenditure requirements for fiscal year 2017,2024, exclusive of capital required for possible acquisitions, will be in line with our historical levels of between $4.0$3.0 million and $5.0 million. We expect to fund these expenditures through existing cash flows. We expect to generate sufficient cash flows from our operating activities to cover our operating and other normal capital requirements for the foreseeable future.

Contractual Obligations & Off-Balance Sheet ArrangementsThere have been no significant changes in our contractual obligations since February 28, 20152023 that have, or that are reasonably likely to have, a material impact on our results of operations or financial condition. We had no off-balance sheet arrangements in place as of February 29, 2016. The following table represents our contractual commitments as of February 29, 201628, 2023 (in thousands).

   Total   2017   2018   2019   2020   2021 to
2026
 

Debt:

            

Revolving credit facility

  $40,000    $—      $40,000    $—      $—      $—    

Other contractual commitments:

            

Estimated pension benefit payments

   34,200     3,200     3,800     2,700     3,400     21,100  

Letters of credit

   2,054     2,054     —       —       —       —    

Operating leases

   16,294     5,976     3,892     2,460     2,244     1,722  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other contractual commitments

   52,548     11,230     7,692     5,160     5,644     22,822  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $92,548    $11,230    $47,692    $5,160    $5,644    $22,822  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

 

 

 

Due in less

 

 

Due in

 

 

Due in

 

 

Due in more

 

 

 

Total

 

 

than 1 year

 

 

1-3 years

 

 

4-5 years

 

 

than 5 years

 

Estimated pension benefit payments to Pension Plan participants

 

$

36,100

 

 

$

3,000

 

 

$

6,700

 

 

$

6,500

 

 

$

19,900

 

Letters of credit

 

 

583

 

 

 

583

 

 

 

 

 

 

 

 

 

 

Operating leases

 

 

14,174

 

 

 

5,349

 

 

 

7,504

 

 

 

1,321

 

 

 

 

Total

 

$

50,857

 

 

$

8,932

 

 

$

14,204

 

 

$

7,821

 

 

$

19,900

 

Subsequent to February 29, 2016 and through May 11, 2016, we paid down an additional $5.0 million on our revolving credit facility. We expect future interest payments of $0.4 million for next fiscal year through February 28, 2017, and $0.2 million for fiscal year ending February 28, 2018, assuming interest rates and debt levels remain the same throughout the remaining term of the facility.

23


ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Interest Rates

WeFrom time to time, we are exposed to interest rate risk on short-term and long-term financial instruments carrying variable interest rates. We may from time to time utilize interest rate swaps to manage overall borrowing costs and reduce exposure to adverse fluctuations in interest rates. We do not use derivative instruments for trading purposes. Our variable rate financial instruments totaled $40.0 millionWhile we had no outstanding debt at February 29, 2016 and is subject28, 2023, we will be exposed to fluctuationsinterest rate risk if we borrow under a credit facility in the LIBOR rate. The impact on our results of operations of a one-point interest rate change on the outstanding balance of the variable rate financial instruments as of February 29, 2016 would be approximately $0.4 million.future.

Foreign Exchange

We have global operations and thus make investments and enter into transactions in various foreign currencies. The value of our consolidated assets and liabilities located outside the United States (translated at period end exchange rates) and income and expenses (translated using average rates prevailing during the period), generally denominated in Pesos and Canadian Dollars, are affected by the translation into our reporting currency (the U.S. Dollar). Such translation adjustments are reported as a separate component of consolidated statements of comprehensive income. In future periods, foreign exchange rate fluctuations could have an increased impact on our reported results of operations. A sensitivity analysis to changes in the value of U.S. dollar on foreign currency denominated investments and monetary assets and liabilities indicated that if the U.S. dollar uniformly strengthened by 10% against all currency exposures of the Company at February 29, 2016, the decrease in fair value and results of operations would be approximately $0.3 million.

This market risk discussion contains forward-looking statements. Actual results may differ materially from this discussion based upon general market conditions and changes in domestic and global financial markets.

ITEM 8.CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our Consolidated Financial Statements and Supplementary Data required by this Item 8 are set forth following the signature page of this report and are incorporated herein by reference.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

No matter requires disclosure.ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE

None.

ITEM 9A.CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

A review and evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of February 29, 2016.28, 2023. Based upon that review and evaluation, we have concluded that our disclosure controls and procedures were effective as of February 29, 2016.28, 2023.

Management’s Report on Internal Control over Financial Reporting

The financial statements, financial analysis and all other information in this Annual Report on Form 10-K were prepared by management, who is responsible for their integrity and objectivity and for establishing and maintaining adequate internal controls over financial reporting.

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that:

i. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company;

i.Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company;

ii. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

ii.Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

iii. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

iii.Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or dispositions of the Company’s assets that could have a material effect on the financial statements.

There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal controls may vary over time.

24


Management assessed the design and effectiveness of the Company’s internal control over financial reporting as of February 29, 2016.28, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013Internal Control—Integrated Framework (“2013 COSO framework”framework). Based on management’s assessment using those criteria, we believe that, as of February 29, 2016,28, 2023, the Company’s internal control over financial reporting is effective.

In conducting our evaluation, we excluded the assets and liabilities and results of operations of SPM, which we acquired on November 30, 2022, in accordance with the SEC’s guidance concerning the reporting of internal controls over financial reporting in connection with a material acquisition. The assets and revenues resulting from this acquisition constituted less than 1 and 1 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended February 28, 2023.

Changes in Internal Controls

ThereAs previously disclosed in Item 4 of our Quarterly Report on Form 10-Q for the quarter ended November 30, 2022, management identified there were deficiencies in certain aspects of our information technology controls that permitted a threat actor to gain access to the Company's network on November 30, 2022 and subsequently launch a ransomware attack that resulted in the encryption of some of the Company's servers and desktop computers. While the encryption attack did not result in any impairment of the Company's financial data in its ERP system, the deficiencies in our network access IT controls that made our network vulnerable to the ransomware attack constituted a material weakness. Subsequently, the Company has taken corrective action to remediate and address the network access IT control deficiencies that permitted the cyber-attack. The Company added in its systems various new controls to strengthen our cybersecurity. Based on testing performed by management, implemented controls are designed and operating effectively and the material weakness has been remediated as of February 28, 2023.

Except for the changes noted above in connection with the initiatives to remediate the material weakness, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Grant Thornton LLP,CohnReznick, an independent registered public accounting firm, has audited the consolidated financial statements of the Company for the fiscal year ended February 29, 201628, 2023 and has attested to the effectiveness of the Company’s internal control over financial reporting as of February 29, 2016.28, 2023. Their report on the effectiveness of internal control over financial reporting is presented on page F-3 of this Annual Report on Form 10-K.

ITEM 9B.OTHER INFORMATION

No matter requires disclosure.ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS

Not Applicable.

25


PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Except as set forth below, the information required by Item 10 is incorporated herein by reference to the definitive Proxy Statement for our 20162023 Annual Meeting of Shareholders.Shareholders, including “Election of Directors”, “Corporate Governance”, “Executive Officers” and “Delinquent Section 16(a) Reports.”

The Securities and Exchange CommissionSEC and the New York Stock ExchangeNYSE have issued multiple regulations requiring policies and procedures in the corporate governance area. In complying with these regulations, it has been the goal of the Company’s Board of Directors and senior leadership to do so in a way which does not inhibit or constrain Ennis’the Company’s unique culture, and which does not unduly impose a bureaucracy of forms and checklists. Accordingly, formal, written policies and procedures have been adopted in the simplest possible way, consistent with legal requirements, including a Code of Ethics applicable to the Company’s principal executive officer, principal financial officer, and principal accounting officer or controller. The Company’s Corporate Governance Guidelines, its charters for each of its Audit, Compensation, Nominating and Corporate Governance Committees and its Code of Ethics covering all Employeesemployees are available on the Company’s website, www.ennis.com, and a copy will be mailed upon request to Investor Relations at 2441 Presidential Parkway, Midlothian, TX 76065. If we make any substantive amendments to the Code of Ethics, or grant any waivers to the Code of Ethics for any of our senior officers or directors, we will disclose such amendment or waiver on our website and in a report onForm 8-K.

ITEM 11.EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 is hereby incorporated herein by reference to the definitive Proxy Statement for our 20162023 Annual Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12, as to certain beneficial owners and management, is hereby incorporated by reference to the definitive Proxy Statement for our 20162023 Annual Meeting of Shareholders.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is hereby incorporated herein by reference to the definitive Proxy Statement for our 20162023 Annual Meeting of Shareholders.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is hereby incorporated herein by reference to the definitive Proxy Statement for our 20162023 Annual Meeting of Shareholders.

26


PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Documents filed as a part of the report:

The following documents are filed as part of this report.

(1)Index to Consolidated Financial Statements of the Company
1.
Index to Consolidated Financial Statements of the Company

An “Index to Consolidated Financial Statements” has been filed as a part of this Report beginning on page F-1 hereof.

2.
All schedules for which provision is made in the applicable accounting regulation of the SEC have been omitted because of the absence of the conditions under which they would be required or because the information required is included in the consolidated financial statements of the Registrant or the notes thereto.
3.
Exhibits

(2)All schedules

Exhibit Number

Description

Exhibit 3.1(a)

Restated Articles of Incorporation, as amended through June 23, 1983 with attached amendments dated June 20, 1985, July 31, 1985, June 16, 1988 and November 4, 1998, incorporated herein by reference to Exhibit 3.1(a) to the Registrant’s Form 10-Q filed on October 6, 2017 (File No. 001-05807).

Exhibit 3.1(b)

Amendment to Articles of Incorporation, dated June 17, 2004, incorporated herein by reference to Exhibit 3.1(b) to the Registrant’s Annual Report on Form 10-K for which provision is made in the applicable accounting regulationfiscal year ended February 28, 2007 filed on May 9, 2007(File No. 001-05807).

Exhibit 3.2

Fourth Amended and Restated Bylaws of Ennis, Inc., dated July 10, 2017, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 10, 2017 (File No. 001-05807).

Exhibit 4.1

Description of Ennis, Inc. Securities Registered under Section 12 of the SEC have been omitted becauseExchange Act of 1934.*

Exhibit 10.1

Amended and Restated Chief Executive Officer Employment Agreement between Ennis, Inc. and Keith S. Walters, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on January 20, 2009 (File No. 001-05807).+

Exhibit 10.2

Amended and Restated Executive Employment Agreement between Ennis, Inc. and Ronald M. Graham, effective as of May 15, 2019, herein incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on May 16, 2019 (File No. 001-05807).+

Exhibit 10.3

2021 Long-Term Incentive Plan effective on July 15, 2021, incorporated herein by reference to Appendix A of the absenceRegistrant's Form DEF 14A filed on June 3, 2021.

Exhibit 21

Subsidiaries of Registrant*

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm*

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm*

Exhibit 31.1

Certification Pursuant to Rule 13a-14(a) of Chief Executive Officer.*

Exhibit 31.2

Certification Pursuant to Rule 13a-14(a) of Chief Financial Officer.*

Exhibit 32.1

Section 1350 Certification of Chief Executive Officer.**

Exhibit 32.2

Section 1350 Certification of Chief Financial Officer.**

Exhibit 101

The following information from Ennis, Inc.’s Annual Report on Form 10-K for the conditions under which they would be required or becauseyear ended February 28, 2023, filed on May 12, 2023, formatted as Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the information required is includedNotes to Consolidated Financial Statements, tagged as blocks of text and in the consolidated financial statements of the Registrant or the notes thereto.detail.

Exhibit 104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(3)Exhibits

An “Index to Exhibits” has been filed as* Filed herewith.

** Furnished herewith.

+ Represents a part of this Report beginning on page E-1 and is herein incorporated by reference.

management contract or a compensatory plan or arrangement.

27


SIGNATURES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENNIS, INC.

ENNIS, INC.

Date: May 11, 201612, 2023

/s/ KEITH S. WALTERS

Keith S. Walters, Chairman of the Board,

Chief Executive Officer and President

Date: May 11, 201612, 2023

/s/ RICHARD L. TRAVIS, JR.VERA BURNETT

Richard L. Travis, Jr.

Vera Burnett

Senior Vice President – Finance and

Chief Financial Officer, Treasurer and Principal Financial and Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date: May 11, 2016

12, 2023

/s/ KEITH S. WALTERS

Keith S. Walters, Chairman of the Board,

Chief Executive Officer and President

Date: May 11, 2016

/s/ MICHAEL D. MAGILL

Michael D. Magill, Executive Vice President,

Secretary and Director

Date: May 11, 2016

12, 2023

/s/ FRANK D. BRACKEN

Frank D. Bracken, DirectorJOHN R. BLIND

Date: May 11, 2016

/s/ GODFREY M. LONG, JR.

Godfrey M. Long, Jr.,John R. Blind, Director

Date: May 11, 2016

/s/ THOMAS R. PRICE

Thomas R. Price, Director

Date: May 11, 2016

12, 2023

/s/ KENNETH G. PRITCHETT

Kenneth G. Pritchett, DirectorAARON CARTER

Aaron Carter, Director

Date: May 11, 2016

12, 2023

/s/ BARBARA T. CLEMENS

Barbara T. Clemens, Director

Date: May 12, 2023

/s/ MARGARET A. WALTERS

Margaret A. Walters, Director

Date: May 12, 2023

/s/ GARY S. MOZINA

Gary S. Mozina, Director

Date: May 12, 2023

/s/ TROY L. PRIDDY

Troy L. Priddy, Director

Date: May 12, 2023

/s/ ALEJANDRO QUIROZ

Alejandro Quiroz, Director

Date: May 11, 2016

12, 2023

/s/ MICHAEL J. SCHAEFER

Michael J. Schaefer, Director

Date: May 11, 2016

/s/ JAMES C. TAYLOR

James C. Taylor, Director

Date: May 12, 2023

/s/ VERA BURNETT

Date: May 11, 2016

/s/ RICHARD L. TRAVIS, JR.

Richard L. Travis, Jr.,Vera Burnett, Principal Financial and

Accounting Officer

28


ENNIS, INC. AND SUBSIDIARIES

Index to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 596)

F-2

Report of Independent Registered Public Accounting Firm

F-2

F-3

ReportReports of Independent Registered Public Accounting Firm (PCAOB ID: 248)

F-3

F-5

Consolidated Balance Sheets — February 29, 201628, 2023 and February 28, 20152022

F-4

F-6

Consolidated Statements of Operations — Fiscal years ended 2016, 20152023, 2022 and 20142021

F-6

F-8

Consolidated Statements of Comprehensive Income (Loss) — Fiscal years ended 2016, 20152023, 2022 and 20142021

F-7

F-9

Consolidated Statements of Changes in Shareholders’ Equity — Fiscal years ended 2014, 20152023, 2022 and 20162021

F-8

F-10

Consolidated Statements of Cash Flows — Fiscal years ended 2016, 20152023, 2022 and 20142021

F-9

F-11

Notes to Consolidated Financial Statements

F-10

F-12

Report of Independent Registered Public Accounting Firm

F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Ennis, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheetssheet of Ennis, Inc. (a Texas corporation) and subsidiaries (the “Company”) as of February 29, 2016 and February 28, 2015,2023, and the related consolidated statements of operations, comprehensive income, (loss), changes in shareholders’ equity, and cash flows for eachthe year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the three yearsCompany as of February 28, 2023, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the period endedUnited States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of February 29, 2016. 28, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated May 12, 2023 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits.audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Anmisstatement, whether due to error or fraud. Our audit includesincluded performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. AnOur audit also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.

In our opinion,

Critical audit matter

Critical audit matters are matters arising from the consolidatedcurrent period audit of the financial statements referredthat were communicated or required to above present fairly, in allbe communicated to the audit committee and that: (1) relate to accounts or disclosures that are material respects,to the financial positionstatements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ CohnReznick LLP

We have served as the Company’s auditor since November 2022.

Dallas, Texas

May 12, 2023

F-2


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Ennis, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited the internal control over financial reporting of Ennis, Inc. and subsidiaries (the “Company”) as of February 29, 2016 and28, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 28, 2015,2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the resultseffectiveness of their operations and their cash flows for eachinternal control over financial reporting did not include the internal controls of School Photo Marketing (“SPM”), which is consolidated starting the acquisition date November 30, 2022 in the consolidated financial statements of the three years inCompany and constituted less than 1% of net sales for the periodyear then ended February 29, 2016 in conformity with accounting principles generally accepted in28, 2023. Our audit of internal control over financial reporting of the United StatesCompany also did not include an evaluation of America.the internal control over financial reporting of SPM.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting asconsolidated balance sheet and the related consolidated statements of February 29, 2016, based on criteria establishedoperations, comprehensive income, changes in the 2013Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizationsshareholders’ equity, and cash flows of the Treadway Commission (COSO),Company and our report dated May 11, 201612, 2023 expressed anand unqualified opinion thereon.opinion.

/s/ Grant Thornton LLP

Dallas, TexasBasis for opinion

May 11, 2016

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Ennis, Inc.

We have audited the internal control over financial reporting of Ennis, Inc. (a Texas corporation) and subsidiaries (the “Company”) as of February 29, 2016, based on criteria established in the 2013Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’sentity’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, andrisk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s

Definition and limitations of internal control over financial reporting

An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted accounting principles. A company’sin the United States of America. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted accounting principles,in the United States of America, and that receipts and expenditures of the companyentity are being made only in accordance with authorizations of management and directors of the company;entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’sentity’s assets that could have a material effect on the financial statements.

F-3


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ CohnReznick LLP

Dallas, Texas

May 12, 2023

F-4


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Ennis, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Ennis, Inc. (a Texas corporation) and subsidiaries (the “Company”) as of February 28, 2022, the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for the years ended February 28, 2022 and 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the Company maintained,financial statements present fairly, in all material respects, effective internal control overthe financial reportingposition of the Company as of February 29, 2016,28, 2022, and the results of its operations and its cash flows for the years ended February 28, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on criteria establishedour audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the 2013Internal Control—Integrated Framework issued by COSO.U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We also have audited,conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States),PCAOB. Those standards require that we plan and perform the consolidatedaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the Companyfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of and for the year ended February 29, 2016, and our report dated May 11, 2016 expressed an unqualified opinion on those financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Grant ThorntonGRANT THORNTON LLP

We served as the Company’s auditor from 2005 to 2022.

Dallas, Texas

May 11, 2016

9, 2022

F-5


ENNIS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

  February 29,   February 28, 

 

 

 

February 28,

 

 

  2016   2015 

 

2023

 

 

2022

 

Assets

    

 

 

 

 

 

Current assets

    

 

 

 

 

 

Cash

  $10,425    $15,346  

 

$

93,968

 

 

$

85,606

 

Accounts receivable, net of allowance for doubtful receivables of $3,628 at February 29, 2016 and $3,559 at February 28, 2015

   54,871     62,865  

Accounts receivable, net

 

 

53,507

 

 

 

39,022

 

Inventories, net

 

 

46,834

 

 

 

38,538

 

Prepaid expenses

   5,117     8,853  

 

 

2,317

 

 

 

1,863

 

Prepaid income taxes

   1,503     3,198  

Inventories

   100,310     119,814  

Deferred income taxes

   6,285     6,272  

Assets held for sale

   464     194  
  

 

   

 

 

Total current assets

   178,975     216,542  

 

 

196,626

 

 

 

165,029

 

Property, plant and equipment, at cost

    

Property, plant and equipment

 

 

 

 

 

 

Plant, machinery and equipment

   168,918     166,890  

 

 

153,074

 

 

 

151,126

 

Land and buildings

   78,912     83,283  

 

 

59,163

 

 

 

59,642

 

Computer equipment and software

 

 

18,832

 

 

 

18,368

 

Other

   23,810     23,574  

 

 

4,292

 

 

 

4,275

 

  

 

   

 

 

Total property, plant and equipment

   271,640     273,747  

 

 

235,361

 

 

 

233,411

 

Less accumulated depreciation

   190,306     180,872  

 

 

187,572

 

 

 

179,778

 

  

 

   

 

 

Net property, plant and equipment

   81,334     92,875  

 

 

47,789

 

 

 

53,633

 

  

 

   

 

 

Operating lease right-of-use assets, net

 

 

13,133

 

 

 

15,544

 

Goodwill

   64,537     64,489  

 

 

91,819

 

 

 

88,677

 

Trademarks and trade names

   24,461     28,591  

Other intangible assets, net

   42,472     47,636  

Intangible assets, net

 

 

44,088

 

 

 

45,569

 

Other assets

   409     3,129  

 

 

380

 

 

 

392

 

  

 

   

 

 

Total assets

  $392,188    $453,262  

 

$

393,835

 

 

$

368,844

 

  

 

   

 

 

See accompanying notes to consolidated financial statements.

F-6


ENNIS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS-continued

(Dollars in thousands, except for par value and share amounts)

  February 29, February 28, 

 

 

 

February 28,

 

 

  2016 2015 

 

2023

 

 

2022

 

Liabilities and Shareholders’ Equity

   

 

 

 

 

 

 

Current liabilities

   

 

 

 

 

 

Accounts payable

  $21,788   $21,275  

 

$

18,333

 

 

$

16,678

 

Accrued expenses

   

 

 

18,067

 

 

 

15,422

 

Employee compensation and benefits

   15,863   15,964  

Taxes other than income

   232   656  

Other

   2,517   2,352  
  

 

  

 

 

Current portion of operating lease liabilities

 

 

4,847

 

 

 

5,090

 

Total current liabilities

   40,400   40,247  

 

 

41,247

 

 

 

37,190

 

  

 

  

 

 

Long-term debt

   40,000   106,500  

Liability for pension benefits

   8,696   9,852  

 

 

646

 

 

 

5,729

 

Deferred income taxes

   3,569   10,248  

 

 

11,098

 

 

 

11,405

 

Operating lease liabilities, net of current portion

 

 

8,162

 

 

 

10,241

 

Other liabilities

   977   1,735  

 

 

1,250

 

 

 

464

 

  

 

  

 

 

Total liabilities

   93,642   168,582  

 

 

62,403

 

 

 

65,029

 

  

 

  

 

 

Commitments and contingencies

   

Shareholders’ equity

   

 

 

 

 

 

 

Preferred stock $10 par value, authorized 1,000,000 shares; none issued

   —      —    

Common stock $2.50 par value, authorized 40,000,000 shares; issued 30,053,443 shares in February 29, 2016 and February 28, 2015

   75,134   75,134  

Common stock $2.50 par value, authorized 40,000,000 shares; issued 30,053,443 shares at February 28, 2023 and 2022

 

 

75,134

 

 

 

75,134

 

Additional paid-in capital

   121,597   121,687  

 

 

125,887

 

 

 

123,990

 

Retained earnings

   206,105   188,413  

 

 

219,459

 

 

 

197,998

 

Accumulated other comprehensive loss:

   

 

 

 

 

 

 

Foreign currency translation, net of taxes

   (9,940 (4,627

Minimum pension liability, net of taxes

   (17,345 (17,570

 

 

(14,104

)

 

 

(18,587

)

  

 

  

 

 

Total accumulated other comprehensive loss

   (27,285 (22,197
  

 

  

 

 

Treasury stock

   (77,005 (78,357

 

 

(74,944

)

 

 

(74,720

)

  

 

  

 

 

Total shareholders’ equity

   298,546   284,680  

 

 

331,432

 

 

 

303,815

 

  

 

  

 

 

Total liabilities and shareholders’ equity

  $392,188   $453,262  
  

 

  

 

 

Total liabilities and shareholders' equity

 

$

393,835

 

 

$

368,844

 

See accompanying notes to consolidated financial statements.

F-7


ENNIS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share and per share amounts)

  Fiscal Years Ended 

 

Fiscal Years Ended

 

  2016 2015 2014 

 

2023

 

 

2022

 

 

2021

 

Net sales

  $568,973   $580,240   $542,442  

 

$

431,837

 

 

$

400,014

 

 

$

357,973

 

Cost of goods sold

   416,234   434,764   398,649  

 

 

300,787

 

 

 

285,291

 

 

 

254,207

 

  

 

  

 

  

 

 

Gross profit margin

   152,739   145,476   143,793  

Gross profit

 

 

131,050

 

 

 

114,723

 

 

 

103,766

 

Selling, general and administrative

   92,792   89,926   86,677  

 

 

70,793

 

 

 

71,410

 

 

 

68,270

 

Impairment of goodwill and trademarks

   4,130   93,324   24,226  

Gain from disposal of assets

   (479 (58 (274

 

 

(5,896

)

 

 

(271

)

 

 

(405

)

  

 

  

 

  

 

 

Income (loss) from operations

   56,296   (37,716 33,164  

Income from operations

 

 

66,153

 

 

 

43,584

 

 

 

35,901

 

Other income (expense)

    

 

 

 

 

 

 

Interest expense

   (1,358 (2,025 (1,268

 

 

-

 

 

 

(9

)

 

 

(11

)

Other, net

   1,634   608   (104

 

 

(1,223

)

 

 

(1,631

)

 

 

(2,603

)

  

 

  

 

  

 

 
   276   (1,417 (1,372
  

 

  

 

  

 

 

Earnings (loss) before income taxes

   56,572   (39,133 31,792  

Provision for income taxes

   20,836   5,400   18,603  
  

 

  

 

  

 

 

Net earnings (loss)

  $35,736   $(44,533 $13,189  
  

 

  

 

  

 

 

Total other income (expense)

 

 

(1,223

)

 

 

(1,640

)

 

 

(2,614

)

Earnings from operations before income taxes

 

 

64,930

 

 

 

41,944

 

 

 

33,287

 

Income tax expense

 

 

17,630

 

 

 

12,962

 

 

 

9,193

 

Net earnings

 

$

47,300

 

 

$

28,982

 

 

$

24,094

 

Weighted average common shares outstanding

    

 

 

 

 

 

 

 

 

 

Basic

   25,688,273   25,864,352   26,125,348  

 

 

25,818,737

 

 

 

26,026,477

 

 

 

25,995,127

 

  

 

  

 

  

 

 

Diluted

   25,722,367   25,864,352   26,146,325  

 

 

25,951,141

 

 

 

26,109,341

 

 

 

25,995,127

 

  

 

  

 

  

 

 

Per share amounts

    

Net earnings (loss) – basic

  $1.39   $(1.72 $0.50  
  

 

  

 

  

 

 

Net earnings (loss) – diluted

  $1.39   $(1.72 $0.50  
  

 

  

 

  

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

Basic

 

$

1.83

 

 

$

1.11

 

 

$

0.93

 

Diluted

 

$

1.82

 

 

$

1.11

 

 

$

0.93

 

Cash dividends per share

  $0.70   $0.70   $0.53  

 

$

1.00

 

 

$

0.975

 

 

$

0.90

 

  

 

  

 

  

 

 

See accompanying notes to consolidated financial statements.

F-8


ENNIS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands)

   Fiscal Years Ended 
   2016  2015  2014 

Net earnings (loss)

  $35,736   $(44,533 $13,189  

Foreign currency translation adjustment, net of deferred taxes

   (5,313  (3,712  (1,486

Adjustment to pension, net of deferred taxes

   225    (6,072  3,976  
  

 

 

  

 

 

  

 

 

 

Comprehensive income (loss)

  $30,648   $(54,317 $15,679  
  

 

 

  

 

 

  

 

 

 

 

 

Fiscal Years Ended

 

 

 

2023

 

 

2022

 

 

2021

 

Net earnings

 

$

47,300

 

 

$

28,982

 

 

$

24,094

 

Adjustment to pension, net of taxes

 

 

4,483

 

 

 

1,695

 

 

 

4,924

 

Comprehensive income

 

$

51,783

 

 

$

30,677

 

 

$

29,018

 

See accompanying notes to consolidated financial statements.

F-9


ENNIS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE FISCAL YEARS ENDED 2014, 2015,2021, 2022, AND 20162023

(Dollars in thousands, except share and per share amounts)

  

 

Common Stock

  Additional
Paid-in
Capital
  Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
  

 

Treasury Stock

    
  Shares  Amount     Shares  Amount  Total 

Balance March 1, 2013

  30,053,443   $75,134   $122,186   $251,713   $(14,903  (4,084,765 $(72,914 $361,216  

Net earnings

  —      —      —      13,189    —      —      —      13,189  

Foreign currency translation, net of deferred tax of $910

  —      —      —      —      (1,486  —      —      (1,486

Adjustment to pension, net of deferred tax of $2,435

  —      —      —      —      3,976    —      —      3,976  

Dividends paid ($0.525 per share)

  —      —      —      (13,765  —      —      —      (13,765

Excess tax benefit of stock option exercises and restricted stock grants

  —      —      17    —      —      —      —      17  

Stock based compensation

  —      —      1,532    —      —      —      —      1,532  

Exercise of stock options and restricted stock

  —      —      (1,218  —      —      73,503    1,312    94  

Stock repurchases

  —      —      —      —      —      (120,014  (1,838  (1,838
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance February 28, 2014

  30,053,443   $75,134   $122,517   $251,137   $(12,413  (4,131,276 $(73,440 $362,935  

Net loss

  —      —      —      (44,533  —      —      —      (44,533

Foreign currency translation, net of deferred tax of 2,273

  —      —      —      —      (3,712  —      —      (3,712

Adjustment to pension, net of deferred tax of $3,718

  —      —      —      —      (6,072  —      —      (6,072

Dividends paid ($0.70 per share)

  —      —      —      (18,191  —      —      —      (18,191

Excess tax benefit of stock option exercises and restricted stock grants

  —      —      (106  —      —      —      —      (106

Stock based compensation

  —      —      1,339    —      —      —      —      1,339  

Exercise of stock options and restricted stock

  —      —      (2,063  —      —      119,061    2,117    54  

Stock repurchases

  —      —      —      —      —      (502,690  (7,034  (7,034
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance February 28, 2015

  30,053,443   $75,134   $121,687   $188,413   $(22,197  (4,514,905 $(78,357 $284,680  

Net earnings

  —      —      —      35,736    —      —      —      35,736  

Foreign currency translation, net of deferred tax of $3,254

  —      —      —      —      (5,313  —      —      (5,313

Adjustment to pension, net of deferred tax of $138

  —      —      —      —      225    —      —      225  

Dividends paid ($0.70 per share)

  —      —      —      (18,044  —      —      —      (18,044

Excess tax benefit of stock option exercises and restricted stock grants

  —      —      (46  —      —      —      —      (46

Stock based compensation

  —      —      1,308    —      —      —      —      1,308  

Exercise of stock options and restricted stock

  —      —      (1,352  —      —      77,900    1,352    —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance February 29, 2016

  30,053,443   $75,134   $121,597   $206,105   $(27,285  (4,437,005 $(77,005 $298,546  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Treasury Stock

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Total

 

Balance March 1, 2020

 

30,053,443

 

 

$

75,134

 

 

$

123,052

 

 

$

193,809

 

 

$

(25,206

)

 

 

(4,136,286

)

 

$

(72,460

)

 

$

294,329

 

Net earnings

 

 

 

 

 

 

 

 

 

 

24,094

 

 

 

 

 

 

 

 

 

 

 

 

24,094

 

Adjustment to pension, net of deferred tax of $1,641

 

 

 

 

 

 

 

 

 

 

 

 

 

4,924

 

 

 

 

 

 

 

 

 

4,924

 

Dividends paid ($0.90 per share)

 

 

 

 

 

 

 

 

 

 

(23,467

)

 

 

 

 

 

 

 

 

 

 

 

(23,467

)

Stock based compensation

 

 

 

 

 

 

 

1,243

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,243

 

Exercise of stock options and restricted stock

 

 

 

 

 

 

 

(1,278

)

 

 

 

 

 

 

 

 

110,652

 

 

 

1,939

 

 

 

661

 

Common stock repurchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(77,996

)

 

 

(1,235

)

 

 

(1,235

)

Balance February 28, 2021

 

30,053,443

 

 

$

75,134

 

 

$

123,017

 

 

$

194,436

 

 

$

(20,282

)

 

 

(4,103,630

)

 

$

(71,756

)

 

$

300,549

 

Net earnings

 

 

 

 

 

 

 

 

 

 

28,982

 

 

 

 

 

 

 

 

 

 

 

 

28,982

 

Adjustment to pension, net of deferred tax of $565

 

 

 

 

 

 

 

 

 

 

 

 

 

1,695

 

 

 

 

 

 

 

 

 

1,695

 

Dividends paid ($0.975 per share)

 

 

 

 

 

 

 

 

 

 

(25,420

)

 

 

 

 

 

 

 

 

 

 

 

(25,420

)

Stock based compensation

 

 

 

 

 

 

 

2,799

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,799

 

Exercise of stock options and restricted stock

 

 

 

 

 

 

 

(1,826

)

 

 

 

 

 

 

 

 

104,485

 

 

 

1,826

 

 

 

 

Common stock repurchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(254,679

)

 

 

(4,790

)

 

 

(4,790

)

Balance February 28, 2022

 

30,053,443

 

 

$

75,134

 

 

$

123,990

 

 

$

197,998

 

 

$

(18,587

)

 

 

(4,253,824

)

 

$

(74,720

)

 

$

303,815

 

Net earnings

 

 

 

 

 

 

 

 

 

 

47,300

 

 

 

 

 

 

 

 

 

 

 

 

47,300

 

Adjustment to pension, net of deferred tax of $1,494

 

 

 

 

 

 

 

 

 

 

 

 

 

4,483

 

 

 

 

 

 

 

 

 

4,483

 

Dividends paid ($1.00 per share)

 

 

 

 

 

 

 

 

 

 

(25,839

)

 

 

 

 

 

 

 

 

 

 

 

(25,839

)

Stock based compensation

 

 

 

 

 

 

 

2,791

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,791

 

Exercise of stock options and restricted stock

 

 

 

 

 

 

 

(894

)

 

 

 

 

 

 

 

 

51,071

 

 

 

894

 

 

 

 

Common stock repurchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(64,082

)

 

 

(1,118

)

 

 

(1,118

)

Balance February 28, 2023

 

30,053,443

 

 

$

75,134

 

 

$

125,887

 

 

$

219,459

 

 

$

(14,104

)

 

 

(4,266,835

)

 

$

(74,944

)

 

$

331,432

 

See accompanying notes to consolidated financial statements.

F-10


ENNIS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

   Fiscal Years Ended 
   2016  2015  2014 

Cash flows from operating activities:

    

Net earnings (loss)

  $35,736   $(44,533 $13,189  

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

    

Depreciation

   11,327    10,505    9,854  

Amortization of deferred finance charges

   149    149    149  

Amortization of trade names, customer lists, and patent

   6,022    5,779    4,216  

Impairment of goodwill and trademarks

   4,130    93,324    24,226  

Gain from disposal of assets

   (479  (58  (274

Bad debt expense

   1,132    1,326    3,024  

Stock based compensation

   1,308    1,339    1,532  

Excess tax benefit of stock based compensation

   46    106    (17

Deferred income taxes

   (3,584  (11,379  (1,900

Changes in operating assets and liabilities, net of the effects of acquisitions:

    

Accounts receivable

   6,655    3,750    (1,909

Prepaid expenses

   4,445    (3,435  2,953  

Inventories

   18,973    12,928    (16,415

Other current assets

   (13  (10  (442

Other assets

   2,572    304    197  

Accounts payable and accrued expenses

   295    (3,492  (4,913

Other liabilities

   (758  519    204  

Liability for pension benefits

   (793  (1,853  (919
  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

   87,163    65,269    32,755  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities:

    

Capital expenditures

   (4,823  (2,479  (4,646

Purchase price of businesses, net of cash acquired

   (331  (27,082  (61,857

Proceeds from disposal of plant and property

   1,038    151    992  
  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

   (4,116  (29,410  (65,511
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities:

    

Borrowings on debt

   —      26,000    73,000  

Repayment of debt

   (66,500  (25,000  (25,000

Dividends

   (18,044  (18,191  (13,765

Purchase of treasury stock

   —      (7,034  (1,838

Proceeds from exercise of stock options

   —      54    94  

Excess tax benefit of stock based compensation

   (46  (106  17  
  

 

 

  

 

 

  

 

 

 

Net cash provided by (used in) financing activities

   (84,590  (24,277  32,508  
  

 

 

  

 

 

  

 

 

 

Effect of exchange rate changes on cash

   (3,378  (1,552  (668

Net change in cash

   (4,921  10,030    (916

Cash at beginning of period

   15,346    5,316    6,232  
  

 

 

  

 

 

  

 

 

 

Cash at end of period

  $10,425   $15,346   $5,316  
  

 

 

  

 

 

  

 

 

 

 

 

Fiscal Years Ended

 

 

2023

 

2022

 

2021

Cash flows from operating activities:

 

 

 

 

 

 

Net earnings

 

$47,300

 

$28,982

 

$24,094

Adjustments to reconcile net earnings to net
   cash provided by operating activities:

 

 

 

 

 

 

Depreciation

 

10,180

 

10,396

 

9,922

Amortization of intangible assets

 

7,176

 

8,381

 

8,115

Gain from disposal of assets

 

(5,896)

 

(271)

 

(405)

Bad debt expense, net of recoveries

 

663

 

429

 

1,044

Stock based compensation

 

2,791

 

2,799

 

1,243

Deferred income taxes

 

(1,801)

 

3,162

 

(2,713)

Net pension expense

 

894

 

1,690

 

3,928

Changes in operating assets and liabilities, net of the effects
   of acquisitions:

 

 

 

 

 

 

Accounts receivable, net of non-cash item discussed in Note 15 in 2023

 

(9,245)

 

(1,036)

 

6,117

Prepaid expenses and income taxes

 

(370)

 

(257)

 

2,100

Inventories

 

(7,780)

 

(4,400)

 

3,187

Other assets

 

(563)

 

(19)

 

(124)

Accounts payable and accrued expenses

 

3,334

 

1,533

 

(3,340)

Other liabilities

 

93

 

(711)

 

(351)

Net cash provided by operating activities

 

46,776

 

50,678

 

52,817

Cash flows from investing activities:

 

 

 

 

 

 

Capital expenditures

 

(4,332)

 

(6,537)

 

(3,679)

Purchase of businesses, net of cash acquired

 

(8,767)

 

(4,340)

 

(19,202)

Proceeds from disposal of plant and property

 

1,642

 

825

 

1,698

Net cash used in investing activities

 

(11,457)

 

(10,052)

 

(21,183)

Cash flows from financing activities:

 

 

 

 

 

 

Dividends paid

 

(25,839)

 

(25,420)

 

(23,467)

Common stock repurchases

 

(1,118)

 

(4,790)

 

(1,235)

Net cash used in financing activities

 

(26,957)

 

(30,210)

 

(24,702)

Net change in cash

 

8,362

 

10,416

 

6,932

Cash at beginning of period

 

85,606

 

75,190

 

68,258

Cash at end of period

 

$93,968

 

$85,606

 

$75,190

See accompanying notes to consolidated financial statements.

F-11


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)Significant Accounting Policies and General Matters

Nature of Operations. Ennis, Inc. and its wholly owned subsidiaries (collectively, the “Company”) are principally engaged in the production of and sale of business forms and other businessprinted products and apparel to customers primarily located in the United States.

Basis of Consolidation.The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company’s last three fiscal years ended on the following days: February 29, 2016,28, 2023, February 28, 20152022 and February 28, 20142021 (fiscal years ended 2016, 20152023, 2022 and 2014,2021, respectively).

Segment Reporting. The Company operates as one segment, in which management uses one measure of profitability, and all of the Company’s assets are located in the United States of America. The Company does not operate separate lines of business or separate business entities. Accordingly, the Company does not have separately reportable segments.

Accounts Receivable.Trade receivables are uncollateralized customer obligations due under normal trade terms requiring payment generally within 30 days from the invoice date. The Company’s allowance for doubtful receivables reserve is based on an analysis that estimates the amount of its total customer receivable balance that is not collectible. This analysis includes assessing a default probability to customers’ receivable balances, which is influenced by several factors including (i) current market conditions, (ii) periodic review of customer credit worthiness, and (iii) review of customer receivable aging and payment trends.

Inventories.With the exception of approximately 10%6.1% and 7.9% of its Print Segment inventories which are valued at the lower of last-in, first-out (LIFO) cost or market,("LIFO") for fiscal years 2023 and 2022, respectively, the Company values its inventories at the lower of first-in, first-out (FIFO)("FIFO") cost or market. At fiscal years ended 2016 and 2015, approximately 2.6% and 2.0% of inventories, respectively, are valued at LIFO with the remainder of inventories valued at FIFO.net realizable value. The Company regularly reviews inventories on hand, using specific aging categories, and writes down the carrying value of its inventories for excess and potentially obsolete inventories based on historical usage and estimated future usage. In assessing the ultimate realization of its inventories, the Company is required to make judgments as to future demand requirements. As actual future demand or market conditions may vary from those projected by the Company, adjustments to inventories may be required. The Company provides reserves for excess and obsolete inventory when necessary based upon analysis of quantities on hand, recent sales volumes and reference to market prices. Reserves for excess and obsolete inventory at fiscal years ended 2016 and 2015 were $4.1 million and $3.1 million, respectively.

Property, Plant and Equipment. Depreciation of property, plant and equipment is calculated using the straight-line method over a period considered adequate to amortize the total cost over the useful lives of the assets, which range from 3 to 11 years for machinery and equipment and 10 to 33 years for buildings and improvements. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Repairs and maintenance are expensed as incurred. Renewals and betterments are capitalized and depreciated over the remaining life of the specific property unit. The Company capitalizes all leases that are in substance acquisitions of property. As of February 29, 2016, the Company had a building and improvements of approximately $0.5 million classified as assets held for sale on the consolidated balance sheet.

Goodwill and Other Intangible Assets.Goodwill is the excess of the purchase price paid over the value of net assets of businesses acquired and is not amortized. Intangible assets with determinable lives are amortized on a straight-line basis over their estimated useful lives. Intangible assets with indefinite lives are not amortized. Goodwill and indefinite-lived intangible assets are evaluated for impairment on an annual basis, or more frequently if impairment indicators arise, using a fair-value-based test that compares the fair value of the related business unit to its carrying value.

Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is based upon the fair value of assets.

Property, Plant and Equipment. Depreciation and amortization of property, plant and equipment is calculated using the straight-line method over a period considered adequate to amortize the total cost over the useful lives of the assets, which range from 3 to 11 years for machinery and equipment and 10 to 33 years for buildings and improvements. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Repairs and maintenance are expensed as incurred. Renewals and betterments are capitalized and depreciated over the remaining life of the specific property unit. The Company capitalizes all leases that are in substance acquisitions of property.

Goodwill and Other Intangible Assets.Goodwill is the excess of the purchase price paid over the value of net assets of businesses acquired and is not amortized. Intangible assets are amortized on a straight-line basis over their estimated useful lives. Goodwill is evaluated for impairment on an annual basis, or more frequently if impairment indicators arise, using a quantitative or qualitative fair-value-based test that compares the fair value of the related business unit to its carrying value.

F-12


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)Significant Accounting Policies and General Matters-continued

Fair Value of Financial Instruments. Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Fair value is determined based on the exchange price that would be received for an asset or transferred for a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying amounts of cash, accounts receivables, and accounts payable approximate fair value because of the short maturity and/or variable rates associated with these instruments. Long-term debt asThe Company categorizes each of fiscal years ended 2016 and 2015 approximates its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1 - Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 - Inputs utilize data points that are observable such as quoted prices, interest rates and yield curves.

Level 3 - Inputs are unobservable data points for the interest rateasset or liability, and include situations where there is tied tolittle, if any, market rates.activity for the asset or liability.

Treasury Stock. The Company accounts for repurchases of common stock using the cost method with common stock in treasury classified in the Consolidated Balance Sheetsconsolidated balance sheets as a reduction of shareholders’ equity.

Revenue Recognition.

Deferred Finance Charges. Deferred finance charges in connection withNature of Revenues

Substantially all of the Company’s revolving credit facility are amortized to interest expense over the termrevenue from contracts with customers consist of the facility usingsale of commercial printing products in the straight-line method. Ifcontinental United States and is primarily recognized at a point in time in an amount that reflects the facilityconsideration the Company expects to be entitled to in exchange for those goods. Revenue from the sale of commercial printing products, including shipping and handling fees billed to customers, is extinguished beforerecognized upon the endtransfer of control to the customer, which is generally upon shipment to the customer when the terms of the term,sale are FOB shipping point, or, to a lesser extent, upon delivery to the remaining balancecustomer if the terms of the deferred finance charges will be amortized fully in such year.

Revenue Recognition. Revenue is generally recognized upon shipment of products.sale are FOB destination. Net sales represent gross sales invoiced to customers, less certain related charges, including sales tax, discounts, returns and other allowances. Returns, discounts and other allowances have historically been insignificant.

In somea small number of cases and upon customer request, the Company prints and stores custom printcommercial printing product for customer specified future delivery, generally within twelve months.the same year as the product is manufactured. In this case, risk of loss passes to the customer, the customer is invoiced under normal credit terms, and revenue is recognized upon the transfer of control when manufacturing is complete.complete and title and risk of ownership is passed to the customer. Approximately $12.9$17.1 million, $13.7$14.6 million and $13.7$12.5 million of revenue was recognized under these arrangements during fiscal years 2016, 20152023, 2022 and 2014,2021, respectively.

Storage revenue for certain customers may be recognized over time rather than at a point in time. The amount of storage revenue is immaterial to the consolidated financial statements. As the output method for measure of progress is determined to be appropriate, the Company recognizes revenue in the amount for which it has the right to invoice for revenue that is recognized over time and for which it demonstrates that the invoiced amount corresponds directly with the value to the customer for the performance completed to date.

The Company does not disaggregate revenue and operates in one sales category consisting of commercial printed product revenue, which is reported as net sales on the consolidated statements of operations. The Company does not have material contract assets and contract liabilities as of February 28, 2023.

Significant Judgments

Generally, the Company’s contracts with customers are comprised of a written quote and customer purchase order or statement of work, and governed by the Company’s trade terms and conditions. In certain instances, it may be further supplemented by separate pricing agreements and customer incentive arrangements, which typically only affect the contract’s transaction price. Contracts do not contain a significant financing component as payment terms on invoiced

F-13


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

amounts are typically between 30 to 90 days, based on the Company’s credit assessment of individual customers, as well as industry expectations. Product returns are not significant.

From time to time, the Company may offer incentives to its customers considered to be variable consideration including volume-based rebates or early payment discounts. Customer incentives considered to be variable consideration are recorded as a reduction to revenue as part of the transaction price at contract inception when there is a basis to reasonably estimate the amount of the incentive and only to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Customer incentives are allocated entirely to the single performance obligation of transferring printed product to the customer and are not considered material.

For customers with terms of FOB shipping point, the Company accounts for shipping and handling activities performed after the control of the printed product has been transferred to the customer as a fulfillment cost. The Company accrues for the costs of shipping and handling activities if revenue is recognized before contractually agreed shipping and handling activities occur.

The Company’s contracts with customers are generally short-term in nature. Accordingly, the Company does not disclose the value of unsatisfied performance obligations nor the timing of revenue recognition.

Advertising Expenses. The Company expenses advertising costs as incurred. Catalog and brochure preparation and printing costs, which are considered direct response advertising, are amortized to expense over the life of the catalog, which typically ranges from three to twelve months.months. Advertising expense was approximately $1.1$0.6 million, $0.8$0.9 million and $1.0$0.8 million during the fiscal years ended 2016, 20152023, 2022 and 2014,2021, respectively, and is included in selling, general and administrative expenses in the Consolidated Statements of Operations. Included in this advertising expense is amortization related to direct response advertising of approximately $473,000, $215,000, and $464,000 for the fiscal years ended 2016, 2015 and 2014, respectively. Unamortized direct advertising costs included in prepaid expenses at fiscal years ended 2016, 2015 and 2014 were approximately $300,000, $368,000, and $145,000, respectively.

Income Taxes.Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In the event the Company determines that its deferred tax assets, more likely than not, will not be realized in the future, the valuation adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination.

Earnings Per Share. Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding, and then adding the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. This is calculated using the treasury stock method. At year-end 2016No options were outstanding at the end of fiscal years 2023, 2022 and 2014, there were 145,243 and 172,543 options, respectively, not2021. The dilutive shares for restricted stock grants are included in the computation for basic and diluted earnings per share computation because their effect was anti-dilutive. No options were included for fiscal year 2015 due to the operating loss.share.

Accumulated Other Comprehensive Income (Loss)Loss. Accumulated other comprehensive income (loss)loss is defined as the change in equity resulting from transactions from non-owner sources. Other comprehensive income (loss) consisted of the following: adjustments resulting from the foreign currency translation of the Company’s Mexican and Canadian operations and changes in the funded status of the Company’s pension plan.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)Significant Accounting Policies and General Matters-continued

Foreign Currency Translation.The functional currency for the Company’s foreign subsidiaries is the applicable local currency. Assets and liabilities of the foreign subsidiaries are translated to U.S. dollars at year-end exchange rates. Income and expense items are translated at the rates of exchange prevailing during the year. The adjustments resulting from translating the financial statements of the foreign subsidiary are reflected in shareholders’ equity as accumulated other comprehensive income or loss.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations in other expense, net as incurred. Transaction (gains) and losses totaled approximately $(1.7) million, $(667,000), and $35,000 for fiscal years ended 2016, 2015 and 2014, respectively.

Estimates.The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

Shipping and Handling Costs.The Company records amounts billed to customers for shipping and handling costs in net sales and related costs are included in cost of goods sold.

Stock Based Compensation.The Company recognizes stock-basedstock based compensation expense net of estimated forfeitures (estimated at 1%) over the requisite service period of the individual grants, which generally equals the vesting period. Actual forfeitures are recorded when they occur. The fair value of all share based awards is estimated on the date of grant.

Pending Sale of Alstyle Apparel and Impairment Evaluation.On April 1, 2016, the Company entered into a Unit Purchase Agreement (the “Initial Purchase Agreement”) with Alstyle Operations, LLC (the “Initial Buyer”) and, for the limited purpose set forth in such agreement, Steve S. Hong. Under the Initial Purchase Agreement, the Initial Buyer agreed to acquire the Apparel Segment from the Company for an aggregate purchase price of $88.0 million, consisting of $76.0 million in cash to be paid at closing, subject to a working capital adjustment, and an additional $12.0 million to be paid pursuant to a capital lease covering certain equipment utilized by the Apparel Segment that was to have been retained by the Company. On May 4, 2016 the Company received what was determined to be a superior offer from Gildan Activewear Inc. (“Gildan”). In connection therewith, the Company terminated the Initial Purchase Agreement and paid the required $3.0 million termination fee to the Initial Buyer in connection therewith. In connection with the superior offer, the Company and Gildan entered into a Unit Purchase Agreement, dated May 4, 2016 (the “Gildan Purchase Agreement”), pursuant to which Gildan will acquire the Apparel Segment from the Company for an all-cash purchase price of $110.0 million, subject to a working capital adjustment, customary indemnification arrangements and the other terms of such agreement (the “Gildan Transaction”). The closing of the Gildan Transaction, which is anticipated to occur during the Company’s second fiscal quarter, is conditioned upon customary closing conditions, including applicable regulatory approvals. Following the closing, the Company will provide transition assistance to Gildan for certain administrative, financial, human resource and information technology matters and will sublease from Gildan a portion of a certain property located in Anaheim, California that is leased by the Apparel Segment. As part of the purchase price, Gildan has funded the Company’s payment of the $3.0 million termination fee payable to the Initial Buyer of the Apparel Segment in connection with the termination of the Initial Purchase Agreement with such buyer.F-14


Management evaluated whether all of the held for sale criteria were met as of February 29, 2016 in accordance with ASC 205-20,DiscontinuedOperations.Based on an analysis of the held for sale criteria, management concluded that it did not meet all of the required criteria that would result in the Apparel Segment being classified as held for sale and thus did not meet the criteria to present the Apparel Segment as discontinued operations as of February 29, 2016.

Due to the proposed sale of the Apparel Segment, management considered whether a triggering event occurred for the intangible assets related to the Apparel Segment, which consists solely of trademarks. Management determined that a triggering event did occur as of February 29, 2016 as management deemed the sale of the business as more likely than not. The trademark/trade name impairment analysis was updated as of February 29, 2016 and it was determined that an impairment charge of $4.1 million was required as of that date. Management also determined that a triggering event occurred for long-lived assets in the Apparel Segment. An undiscounted cash flow analysis was prepared with a probability weighting to the different cash flow streams based on the facts and circumstances that

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)Significant

Recent Accounting Policies and General Matters-continuedPronouncements

existed as of the balance sheet date. BasedThere are no recent accounting pronouncements that are anticipated to have a material impact on the results of this analysis, management determined that there was no impairment for long-lived assets in the Apparel Segment as of February 29, 2016.

Recent Accounting Pronouncements

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01,Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which institutes a number of modifications to the reporting of financial assets and liabilities. These modifications include (a) measurement of non-equity method assets and liabilities at fair value, with changes to fair value recognized through net income, (b) performance of qualitative impairment assessments of equity investments without readily determinable fair values at each reporting period, (c) elimination of the requirement to disclose methods and significant assumptions used in calculating the fair value of financial instruments measured at amortized cost, (d) measurement of the fair value of financial instruments measured at amortized cost using the exit price notion consistent with Topic 820, Fair Value Measurement, (e) separate presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk, (f) separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and (g) evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. This ASU is effective for financial statements issued with fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the impact the adoption of ASU 2016-01 will have on itsCompany's consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17,Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires all deferred tax assets and liabilities to be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for annual periods beginning after December 15, 2016, which includes The Company’s fiscal year 2017 beginning in March of 2017. The Company is currently evaluating the impact the adoption of ASU 2015-17 will have on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02,Leases(Topic842),which requires lessees to put most leases on the balance sheet but recognize expense on the income statement in a manner similar to current accounting. For lessors, ASU 2016-02 also modifies the classification criteria and the accounting for sales-type and direct financing leases. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements and is effective in the first quarter of 2019. Early adoption of ASU 2016-02 is permitted. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03,Interest – Imputation of Interest (Subtopic 835-30), which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt. In August 2015, the FASB issued ASU 2015-15,Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements, which allows for the presentation of debt issuance costs as an asset regardless of whether or not there is an outstanding balance on the line of credit arrangement. The Company adopted the standards in the fourth quarter of fiscal year 2016 and will continue to classify loan origination costs related to the line of credit as an asset and amortize ratably. The adoption of ASU 2015-15 did not have an effect on the Company’s consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)Significant Accounting Policies and General Matters-continued

In April 2015, the FASB issued ASU No. 2015-05,Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2015-05 will have on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09,Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. ASU No. 2014-09 supersedes most existing revenue recognition guidance in U.S. GAAP. In August 2015, the FASB issued ASU No. 2015-14,Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 to January 1, 2018. Early adoption of ASU 2014-09 is permitted in the first quarter of 2017. The guidance permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures.

(2)Accounts Receivable and Allowance for Doubtful Receivables

Accounts receivable are reduced by an allowance for an estimate of amounts that are uncollectible. Substantially all of the Company’s receivables are due from customers in North America. The Company extends credit to its customers based upon its evaluation of the following factors: (i) the customer’s financial condition, (ii) the amount of credit the customer requests, and (iii) the customer’s actual payment history (which includes disputed invoice resolution). The Company does not typically require its customers to post a deposit or supply collateral. The Company’s allowance for doubtful receivables is based on an analysis that estimates the amount of its total customer receivable balance that is not collectible. This analysis includes assessing a default probability to customers’ receivable balances, which is influenced by several factors including (i) current market conditions, (ii) periodic review of customer credit worthiness, and (iii) review of customer receivable aging and payment trends.

The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance in the period the payment is received. Credit losses from continuing operations have consistently been within management’s expectations.

The following table represents the activity in the Company’s allowance for doubtful receivables for the fiscal years ended (in thousands):

 

 

2023

 

 

2022

 

 

2021

 

Balance at beginning of period

 

$

1,200

 

 

$

961

 

 

$

715

 

Bad debt expense, net of recoveries

 

 

663

 

 

 

429

 

 

 

1,044

 

Accounts written off

 

 

(153

)

 

 

(190

)

 

 

(798

)

Balance at end of period

 

$

1,710

 

 

$

1,200

 

 

$

961

 

Accounts receivable at February 28, 2023 includes a $4.5 million receivable related to the sale of an unused manufacturing facility. The note is structured to be paid in 12 consecutive monthly installments, with a fixed interest rate of 5.95% per annum. The payments are amortized over a period of 360 months, with a balloon payment due upon completion of the final payment.

 

   2016   2015   2014 

Balance at beginning of period

  $3,559    $3,672    $3,952  

Bad debt expense

   1,132     1,326     3,024  

Recoveries

   169     60     42  

Accounts written off

   (1,232   (1,499   (3,346
  

 

 

   

 

 

   

 

 

 

Balance at end of period

  $3,628    $3,559    $3,672  
  

 

 

   

 

 

   

 

 

 

 

 

February 28,

 

 

February 28,

 

 

 

2023

 

 

2022

 

Trade Receivables, net of allowance for doubtful receivables

 

$

44,645

 

 

$

37,295

 

Vendor Rebates

 

 

4,354

 

 

 

1,727

 

Notes Receivable

 

 

4,508

 

 

 

-

 

 

 

$

53,507

 

 

$

39,022

 

ENNIS, INC. AND SUBSIDIARIES(3) Inventories

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3)Inventories

The following table summarizes the components of inventories at the different stages of production as of February 29, 201628, 2023 and February 28, 20152022 (in thousands):

  2016   2015 

 

2023

 

 

2022

 

Raw material

  $21,030    $18,153  

 

$

30,308

 

 

$

25,276

 

Work-in-process

   9,245     7,195  

 

 

6,174

 

 

 

5,547

 

Finished goods

   70,035     94,466  

 

 

10,352

 

 

 

7,715

 

  

 

   

 

 

 

$

46,834

 

 

$

38,538

 

  $100,310    $119,814  
  

 

   

 

 

F-15


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reserves for excess and obsolete inventory at fiscal years ended 2023 and 2022 were $1.6 million and $1.5 million, respectively.

The excess of current costs at FIFO over LIFO stated values was approximately $4.7$6.7 million and $4.9$5.9 million as of fiscal years ended 20162023 and 2015,2022, respectively. During both fiscal year 20162023 and 2015,2022, as inventory quantities were reduced, this resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of fiscal year 2015years 2022 and 2014.2021, as applicable. The effect decreased cost of sales by approximately $205,000, $87,000$0.3 million, $0.9 million and $25,000 and increased net earnings by approximately $129,000, $55,000 and $16,000$0.1 million for fiscal years 2016, 20152023, 2022 and 2014,2021, respectively. Cost includes materials, labor and overhead related to the purchase and production of inventories.

(4) Acquisitions

(4)AcquisitionsThe Company applies the acquisition method of accounting for business combinations. Under the acquisition method, the acquiring entity in a business combination recognizes 100% of the assets acquired and liabilities assumed at their acquisition date fair values. Management utilizes valuation techniques appropriate for the asset or liability being measured in determining these fair values. Any excess of the purchase price over amounts allocated to assets acquired, including identifiable intangible assets, and liabilities assumed is recorded as goodwill. Where amounts allocated to assets acquired and liabilities assumed is greater than the purchase price, a bargain purchase gain is recognized. Acquisition-related costs are expensed as incurred.

Acquisition of School Photo Marketing

On July 31, 2015,November 30, 2022, the Company acquired the assets and business from School Photo Marketing ("SPM"), which is based in Morganville, New Jersey, for $8.8 million (with additional potential earn-out consideration of CMC Group, Inc. for $0.3 million in cashup to $1,000,000 over a four-year period upon the attainment of specified financial benchmarks) plus the assumption of trade payables, subject to certain accrued liabilities. Management considers this acquisition immaterialadjustments. At February 28, 2023 and has omitted further discussion.

On December 31, 2014,2022, the contingent earn-out liability amounted to $0.8 million and zero, respectively. The seller shall receive fifty percent (50%) of Purchaser's annual earnings from the business, before interest and taxes in excess of $1.4 million. The Company completedperformed an allocation of the total estimated consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on their estimated fair values using our best estimates and assumptions as of the acquisition date. All goodwill of Kay Toledo Tag and Special Service Partners and their related entities (collectively “Kay Toledo”) for $16.2$3.1 million in a stock purchase transaction. An additional $1.0 million was paid to the sellers under an earn-out provision. The goodwill recognized as a part of this acquisition is notdeductible for tax deductible. Kay Toledo has locationspurposes. The Company also recorded intangible assets with definite lives of approximately $5.1 million in Toledo, Ohioconnection with the transaction, which are also deductible for tax purposes. The acquisition of SPM brings printing, yearbook publishing and Neenah, Wisconsin through Special Service Partners. Expertsmarketing related services to over 1,400 school and sports photographers servicing schools around the country.



The following table summarizes the Company's aggregate purchase price allocation for SPM as of the acquisition date (in thousands):

Accounts receivable

 

$

1,403

 

Inventories

 

 

516

 

Other assets

 

 

84

 

Right-of-use asset

 

 

487

 

Property, plant & equipment

 

 

250

 

Goodwill and intangibles

 

 

8,262

 

Accounts payable and accrued liabilities

 

 

(1,748

)

Operating lease liability

 

 

(487

)

 

$

8,767

 

Acquisition of AmeriPrint Corporation

On June 1, 2021, the Company acquired the assets and business from AmeriPrint Corporation ("AmeriPrint"), which is based in digital printing and customer short-run printing, Kay Toledo Tag produces tags, labels, tickets and commercial printing. Kay Toledo,Harvard, Illinois, for $3.9 million in cash plus the assumption of trade payables, subject to certain adjustments. Goodwill of $0.5 million recognized as a part of the acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of approximately $1.1 million in connection with the

F-16


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

transaction. The acquisition of AmeriPrint, which prior to the acquisition generated approximately $25.0 million in unaudited sales during calendar year 2014, will continue to operate under its respective brand names. For the fiscal years ended February 29, 2016 and February 28, 2015, the businesses added $26.5 million $3.9$6.5 million in sales respectively,for its fiscal year ended December 31, 2020, brings added capabilities and $2.8 millionexpertise to our expanding product offering including barcoding and $0.4 million in earnings (pre-tax), respectively. The acquisition expands and strengthens the tag and label operations of the Company.variable imaging.

The following is a summary of the purchase price allocationsallocation for Kay ToledoAmeriPrint (in thousands):

Accounts receivable

  $1,872  

 

$

417

 

Inventories

   2,168  

 

 

732

 

Property, plant & equipment

   9,218  

 

 

2,000

 

Customer lists

   2,813  

Trade names

   1,690  

Goodwill

   4,249  

Goodwill and intangibles

 

 

1,607

 

Accounts payable and accrued liabilities

   (1,120

 

 

(834

)

Deferred taxes

   (4,652
  

 

 

 

$

3,922

 

  $16,238  
  

 

 

Acquisition of Infoseal LLC

On October 3, 2014,December 31, 2020, the Company acquired the assets of Hoosier Data FormsInfoseal LLC (“Infoseal”), which is based in Roanoke, Virginia, for $0.2$19.2 million in cash plus the assumption of trade payables, subject to certain trade payables. Management considers thisadjustments. Since the acquisition, immaterial and has therefore omitted further discussion.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4)Acquisitions-continued

On June 16, 2014, the Company acquiredhas incurred approximately $0.3 million of costs (including legal and accounting fees) related to the acquisition. Goodwill of $6.1 million recognized as a part of the acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of Sovereign Business Forms, and its related entities, TRI-C Business Forms, Inc., Falcon Business Forms, Inc., Forms Manufacturers, Inc., Mutual Graphics, Inc., and Curtis Business Forms, Inc. (collectively “Sovereign”) for $10.6approximately $4.3 million in cash plusconnection with the assumptiontransaction. The acquisition of certain trade liabilities. In addition, if certain financial metrics are met, up to an additional $1.0 million is available to be paidInfoseal, which prior to the sellers over the next 4 years under an earn-out provision. The goodwill generated in this acquisition is tax deductible. The cash portion of the purchase price was funded by borrowing under the Company’s line of credit facility. Sovereign, which generated approximately $27.1 million in unaudited sales during the 2014 calendar year, will continue to operate under its respective brand names. For the fiscal years ended February 29, 2016 and February 28, 2015, Sovereign added $24.3 million and $19.8$19.2 million in sales respectively,for its fiscal year ended December 31, 2020, creates additional capabilities within in our pressure seal and $4.0 million and $2.9 million in earnings (pre-tax), respectively. The acquisition expanded the geographic locations of producing business forms for the Company.tax form products.

The following is a summary of the purchase price allocationsallocation for SovereignInfoseal (in thousands):

Accounts receivable

  $2,477  

Inventories

   1,305  

Other assets

   653  

Property, plant & equipment

   3,300  

Customer lists

   1,550  

Trade names

   1,403  

Goodwill

   993  

Accounts payable

   (1,048
  

 

 

 
  $10,633  
  

 

 

 

Accounts receivable

 

$

1,966

 

Inventories

 

 

1,757

 

Right-of-use asset

 

 

3,865

 

Property, plant & equipment

 

 

7,000

 

Goodwill and intangibles

 

 

9,890

 

Accounts payable and accrued liabilities

 

 

(1,411

)

Operating lease liability

 

 

(3,865

)

 

$

19,202

 

The results of operations for SovereignInfoseal, AmeriPrint and Kay ToledoSPM are included in the Company’s consolidated financial statements from the respective dates of acquisition. The following table representssets forth certain operating information on a pro forma basis as though all operationsthe respective acquisition had been acquiredoccurred as of March 1, 2014, afterthe beginning of the comparable prior period. The following pro forma information for fiscal years 2023 and 2022 includes AmeriPrint and SPM, and fiscal year 2021 includes AmeriPrint and Infoseal. The pro forma information includes the estimated impact of adjustments such as amortization of intangible assets, depreciation expense and interest expense interest income, and related tax effects (in thousands, except per share amounts):.

 

Unaudited
2015

Pro forma net sales

$608,195

Pro forma net earnings

(43,791)

Pro forma earnings per share – diluted

(1.69)

 

 

Unaudited

 

 

Unaudited

 

 

Unaudited

 

 

 

2023

 

 

2022

 

 

2021

 

Pro forma net sales

 

$

440,416

 

 

$

408,323

 

 

$

380,513

 

Pro forma net earnings

 

 

48,459

 

 

 

29,509

 

 

 

24,502

 

Pro forma earnings per share - diluted

 

 

1.87

 

 

 

1.13

 

 

 

0.94

 

The pro forma results are not necessarily indicative of what would have occurred if the acquisitionsacquisition had been in effect for the period presented.

F-17


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5) Leases

The Company leases certain of its facilities and equipment under operating leases, which are recorded as right-of-use assets and lease liabilities. The Company’s leases generally have terms of 1 - 5 years, with certain leases including renewal options to extend the leases for additional periods presented.at the Company’s discretion. At lease inception, all renewal options reasonably certain to be exercised are considered when determining the lease term. The Company currently does not have leases that include options to purchase or provisions that would automatically transfer ownership of the leased property to the Company.

(5)Operating lease expense is recognized on a straight-line basis over the lease term, and variable lease payments are expensed as incurred. The Company had no variable lease costs for the fiscal years ended 2022 and 2023.

The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and direct the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment.

Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. To determine the present value of lease payments not yet paid, the Company estimates incremental borrowing rates based on the information available at lease commencement date as rates are not implicitly stated in most leases.

Lease expense is recognized in cost of sales and selling, general and administrative expense within the Consolidated Statements of Operations, based on the underlying nature of the leased asset.

Components of lease expense for the three fiscal years ended (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

 

2021

 

Operating lease cost

 

$

5,974

 

 

$

6,217

 

 

$

6,461

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information related to leases was as follows:

 

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of operating lease liabilities

 

$

5,987

 

 

$

6,196

 

 

$

6,432

 

Right-of-use assets obtained in exchange for operating lease obligations

 

$

3,065

 

 

$

3,441

 

 

$

5,367

 

 

 

 

 

 

 

 

 

 

Weighted Average Remaining Lease Terms

 

 

 

 

 

 

 

 

 

Operating leases

 

3 Years

 

 

3 Years

 

 

4 Years

 

 

 

 

 

 

 

 

 

 

Weighted Average Discount Rate

 

 

 

 

 

 

 

 

 

Operating leases

 

 

3.86

%

 

 

3.63

%

 

 

3.74

%

F-18


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Future minimum lease commitments under non-cancelable operating leases for each of the fiscal years ending are as follows (in thousands):

 

 

Operating

 

 

 

Lease

 

 

 

Commitments

 

2024

 

$

4,938

 

2025

 

 

4,611

 

2026

 

 

2,893

 

2027

 

 

1,168

 

2028

 

 

153

 

Thereafter

 

 

-

 

Total future minimum lease payments

 

$

13,763

 

Less imputed interest

 

 

754

 

Present values of lease liabilities

 

$

13,009

 

(6) Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets of acquired businesses and is not amortized. Goodwill and indefinite-lived intangibles are evaluated for impairment on an annual basis as of November 30 of each year, or more frequently if impairment indicators arise, using a fair-value-based test that compares the fair value of the asset to its carrying value. Goodwill and other intangible assets are tested for impairment at a reporting unit level, which the Company has determined is at the Print Segment and Apparel Segment level. The annual impairment test forof goodwill and intangible assets is performed as of December 1 of each fiscal year.

The Company uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a two-step approach. Step one comparesreporting unit exceeds its carrying amount, including goodwill. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, overall financial performance of the business, and performance of the share price of the Company.

If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit to which goodwill is assigned tomore likely than not exceeds its carrying amount.value, then a one-step approach is applied in making an evaluation. The evaluation utilizes multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates. If the carrying amount exceeds its estimated value, a potential impairment is indicated and step two is performed. Step two compares the carrying amount of the reporting unit’s goodwill to its implied fair value. In calculating the implied fair value of reporting unit goodwill,evaluation results in the fair value of the reporting unit

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5)Goodwill and Other Intangible Assets-continued

is allocated to all ofgoodwill for the assets and liabilities, including unrecognized intangible assets of that reporting unit based on their fair values, similar tobeing lower than the allocation that occurs in a business combination. The excess of the fair value of a reporting unit over the amount assigned to its assets and liabilities is the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. If the implied fair value ofrecorded. A goodwill exceeds the carrying amount, goodwill is not impaired.impairment charge was not required for fiscal years 2023 or 2022.

The cost ofDefinite-lived intangible assets is based on fair values at the date of acquisition. Intangible assets with determinable lives are amortized on a straight-line basis over their estimated useful life (between 1lives and 15 years). Trademarks and trade names with indefinite lives are evaluatedtested for impairment on an annual basis,if events or more frequently if impairment indicators arise. The Company assesseschanges in circumstances indicate that the recoverability of its definite-lived intangible assets primarily based on its current and anticipated future undiscounted cash flows. After conducting its fiscal year 2016 test as of our annual testing date of November 30, 2015, the Company determined there was no impairment in either the Print or Apparel Segments. Subsequent to year end, with the proposed sale of the Apparel Segment, management considered whether a triggering event occurred for the intangible assets related to the Apparel Segment, which consists solely of trademarks. Management determined that a triggering event did occur as of February 29, 2016 as management deemed the sale of the business as more likely than not. As a result, the Company reevaluated for possible impairment based on current events and determined that an impairment charge of $4.1 million was required for the Apparel Segment’s recorded trademarks, or approximately 31% of its carrying value prior to such impairment charge, to reduce the carrying value of those assets to its estimated fair values. Management also determined that a triggering event occurred for long-lived assets in the Apparel Segment. An undiscounted cash flow analysis was prepared with a probability weighing to the different cash flow streams based on the facts and circumstances that existed as of the balance sheet date. Based on the results of this analysis, management determined that there was no impairment for long-lived assets in the Apparel Segment as of February 29, 2016.

During the preparation of the impairment analysis on the Apparel Segment for fiscal years 2015 and 2014, it was determined that an estimated impairment charge of $93.3 million ($55.9 million goodwill and $37.4 million trademarks) and $24.2 million ($18.6 million goodwill and $5.6 million trademarks) was required to the Apparel Segment’s recorded goodwill and trademarks. The Company determined that no impairment charge was required in such years for the Print Segment.

The Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets in assessing the recoverability of its goodwill and other intangibles. If these estimates or the related assumptions change, the Companyasset may be required to record additional impairment charges relating to these assets in the future.impaired.

F-19


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The carrying amount and accumulated amortization of the Company’s intangible assets at each balance sheet date are as follows (in thousands):

As of February 29, 2016

  Weighted
Average
Remaining
Life
(in years)
   Gross
Carrying
Amount
   Accumulated
Amortization
   Net 

Amortized intangible assets

        

Trade names

   —      $1,234    $1,234    $—    

Customer lists

   8.7     75,518     33,353     42,165  

Noncompete

   1.8     75     29     46  

Patent

   2.0     783     522     261  
    

 

 

   

 

 

   

 

 

 

Total

   8.7    $77,610    $35,138    $42,472  
    

 

 

   

 

 

   

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

Remaining

 

 

Gross

 

 

 

 

 

 

 

 

 

Life

 

 

Carrying

 

 

Accumulated

 

 

 

 

As of February 28, 2023

 

(in years)

 

 

Amount

 

 

Amortization

 

 

Net

 

Amortized intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks and trade names

 

 

10.1

 

 

$

28,977

 

 

$

12,294

 

 

$

16,683

 

Customer lists

 

 

5.4

 

 

 

80,733

 

 

 

54,020

 

 

 

26,713

 

Non-compete

 

 

2.7

 

 

 

210

 

 

 

145

 

 

 

65

 

Technology

 

 

6.7

 

 

 

650

 

 

 

23

 

 

 

627

 

Total

 

 

7.2

 

 

$

110,570

 

 

$

66,482

 

 

$

44,088

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of February 28, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Amortized intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks and trade names

 

 

11.0

 

 

$

28,207

 

 

$

10,301

 

 

$

17,906

 

Customer lists

 

 

6.1

 

 

 

76,458

 

 

 

48,903

 

 

 

27,555

 

Non-compete

 

 

3.3

 

 

 

877

 

 

 

769

 

 

 

108

 

Total

 

 

8.0

 

 

$

105,542

 

 

$

59,973

 

 

$

45,569

 

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5)Goodwill and Other Intangible Assets-continued

As of February 28, 2015

  Average
Remaining
Life
(in years)
   Gross
Carrying
Amount
   Accumulated
Amortization
   Net 

Amortized intangible assets

        

Trade names

   —      $1,234    $1,234    $—    

Customer lists

   9.6     74,670     27,486     47,184  

Noncompete

   2.8     75     4     71  

Patent

   3.0     773     392     381  
    

 

 

   

 

 

   

 

 

 

Total

   9.5    $76,752    $29,116    $47,636  
    

 

 

   

 

 

   

 

 

 

   Fiscal years ended 
   2016   2015 

Non-amortizing intangible assets

    

Trademarks and trade names

  $24,461    $28,591  
  

 

 

   

 

 

 

Amortizing and non-amortizing intangible assets by segment as of the date indicated are as follow (in thousands):

   February 29, 2016 
   Print   Apparel     

Category

  Segment   Segment   Total 

Amortizing intangibles, net

  $36,973    $5,499    $42,472  

Non-amortizing intangibles

   15,291     9,170     24,461  
  

 

 

   

 

 

   

 

 

 

Total

  $52,264    $14,669    $66,933  
  

 

 

   

 

 

   

 

 

 

   February 28, 2015 
   Print   Apparel     

Category

  Segment   Segment   Total 

Amortizing intangibles, net

  $40,670    $6,966    $47,636  

Non-amortizing intangibles

   15,291     13,300     28,591  
  

 

 

   

 

 

   

 

 

 

Total

  $55,961    $20,266    $76,227  
  

 

 

   

 

 

   

 

 

 

Aggregate amortization expense for each of the fiscal years 2016, 20152023, 2022 and 20142021 was approximately $6.0$7.2 million, ($4.5$8.4 million – Print and $1.5$8.1 million, – Apparel), $5.8 million ($4.3 million – Print and $1.5 million – Apparel) and $4.2 million ($2.7 million – Print and $1.5 million – Apparel), respectively.

The Company’s estimated amortization expense for the next five fiscal years is as follows (in thousands):

   Print
Segment
   Apparel
Segment
   Total 

2017

  $4,666    $1,467    $6,133  

2018

   4,452     1,467     5,919  

2019

   3,935     1,467     5,402  

2020

   3,847     1,099     4,946  

2021

   3,778     —       3,778  

2024

 

$

7,546

 

2025

 

 

7,373

 

2026

 

 

6,757

 

2027

 

 

5,674

 

2028

 

 

4,178

 

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5)Goodwill and Other Intangible Assets-continued

Changes in the net carrying amount of goodwill for fiscal years 20152023 and 20162022 are as follows (in thousands):

   Print
Segment
   Apparel
Segment
   Total 

Balance as of March 1, 2014

  $59,284    $55,923    $115,207  

Goodwill acquired

   5,205     —       5,205  

Goodwill impairment

   —       (55,923   (55,923
  

 

 

   

 

 

   

 

 

 

Balance as of February 28, 2015

   64,489     —       64,489  

Goodwill acquired

   48     —       48  

Goodwill impairment

   —       —       —    
  

 

 

   

 

 

   

 

 

 

Balance as of February 29, 2016

  $64,537    $—      $64,537  
  

 

 

   

 

 

   

 

 

 

Balance as of March 1, 2021

 

$

88,647

 

Goodwill acquired

 

 

30

 

Balance as of February 28, 2022

 

 

88,677

 

Goodwill acquired

 

 

3,142

 

Balance as of February 28, 2023

 

$

91,819

 

During the fiscal year ended February 28, 2015, $12,000 was added to goodwill related to the adjustment of the fair values of certain Wisco assets, $945,000 was added to goodwill related to the acquisition of Sovereign, $4.22023, $3.1 million was added to goodwill related to the acquisition of Kay Toledo, andSPM. During fiscal year 2022, an adjustment of $(55.9)$0.5 million reflects an impairment chargeto reduce goodwill related to goodwill recorded in the Apparel Segment. During the fiscal year ended February 29, 2016, $48,000Infoseal acquisition, and $0.5 million and less than $0.1 million was added to goodwill related to the adjustmentacquisition of the fair value of certain Sovereign assets.AmeriPrint and Superior Copies, respectively.

F-20


ENNIS, INC. AND SUBSIDIARIES

(6)Other NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7) Accrued Expenses

The following table summarizes the components of other accrued expenses for the fiscal years ended (in thousands):

   February 29,   February 28, 
   2016   2015 

Accrued taxes

  $156    $380  

Accrued legal and professional fees

   479     558  

Accrued interest

   147     425  

Accrued utilities

   112     131  

Accrued acquisition related obligations

   666     127  

Accrued credit card fees

   266     277  

Other accrued expenses

   691     454  
  

 

 

   

 

 

 
  $2,517    $2,352  
  

 

 

   

 

 

 

 

 

February 28,

 

February 28,

 

 

2023

 

2022

Employee compensation and benefits

 

$14,823

 

$11,587

Taxes other than income

 

1,154

 

947

Accrued legal and professional fees

 

376

 

251

Accrued utilities

 

129

 

108

Income taxes payable

 

552

 

1,606

Other accrued expenses

 

1,033

 

923

 

$18,067

 

$15,422

(7)

(8) Long-Term Debt

Long-term debt consisted of the following at fiscal years ended (in thousands):

   February 29,
2016
   February 28,
2015
 

Revolving credit facility

  $40,000    $106,500  

On September 19, 2013, theThe Company entered into the Third Amendment and Consent to Second Amended and Restateddid not renew its Credit Agreement (the “Agreement”) with a syndicate of lenders led by Bank of America, N.A. (the “Facility”)which expired November 11, 2021. The Amendment amends and restates the financial covenant relating to Minimum Tangible Net Worth. The amended covenant requires a Minimum Tangible Net Worth of $100 million, with step-ups equal to 25% of consolidated net income. The Facility provides the Company access to $150.0 million in revolving credit, which the Company may increase to $200.0 million in certain circumstances, and matures on August 18, 2016. During the period the Company received a binding commitment from its primary lender to extend the maturity date on the above Facility to August 19, 2017 for an amount in excess of the amounthas had no outstanding under the same terms and conditions.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7)Long-Term Debt-continued

As a result of this agreement, the Company’slong term debt is classified as long-term. The Facility bears interest at the London Interbank Offered Rate (“LIBOR”) plus a spread ranging from 1.0% to 2.25%, or 1.76% (LIBOR + 1.25%) at February 29, 2016 and 1.75% (LIBOR + 1.5%) at February 28, 2015, depending on the Company’s ratio of total funded debt to the sum of net earnings plus interest, tax, depreciation and amortization (“EBITDA”). As of February 29, 2016, the Company had $40.0 million of borrowings under the revolving credit line and $2.1since paid in August 2019. As of November 30, 2021, the Company had $0.6 million outstanding under a standby letters of credit arrangements, leaving the Company availability of approximately $107.9 million. The Facility contains financial covenants, including restrictions on capital expenditures, acquisitions, asset dispositions, and additional debt, as well as other customary covenants, such as a minimum tangible equity level and the total funded debt to EBITDA ratio. The Company was in compliance with these covenants as of February 29, 2016. The Facility isarrangement secured by substantially all of the Company’s domestic assets as well as all capital securities of each of the Company’s U.S. subsidiaries and 65% of all capital securities of each of the Company’s direct foreign subsidiaries.a cash collateral bank account.

(8)(9) Shareholders’ Equity

On October 20, 2008, theThe Board of Directorshas authorized the repurchase of up to $5.0 million of ourthe Company’s outstanding common stock through a stock repurchase program.program, which authorized amount is currently up to $40.0 million in the aggregate. Under the Board-approved repurchase program, share purchases may be made from time to time in the open market or through privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such purchases, if any, will be made in accordance with applicable insider trading and other securities laws and regulations. These repurchases may be commenced or suspended at any time or from time to time without prior notice. The Board increased

During the authorized amount available to repurchasefiscal years ended February 28, 2023 and 2022, the Company’sCompany repurchased 64,082 and 254,679 shares by an additional $5.0 million on April 20, 2012 and by another $10.0 million on December 19, 2014. There were no repurchases of common stock during fiscal year 2016 and there have been 718,511 common shares repurchased under the program since its inception at an average price of $13.74$17.46 and $18.81 per share, respectively. Since the program’s inception in October 2008, there have been 2,213,111 common shares repurchased at an average price of $16.25 per share. There is currently $10.1As of February 28, 2023, there was $23.9 million available to repurchase shares of the Company’s common stock under the program.

The Company’s revolving credit facility maintains certain restrictions on the amount of treasury shares that may be purchased and distributions to its shareholders.

(9)(10) Stock Option Plan and Stock Based Compensation

The Company grants stock options and restricted stock to key executives and managerial employees and non-employee directors. At fiscal year ended 2016,Prior to June 30, 2021, the Company hashad one stock option plan:incentive plan, the 2004 Long-Term Incentive Plan of Ennis, Inc., as amended and restated as of May 18, 2008 and was further amended on June 30, 2011 formerly the 1998 Option and Restricted Stock Plan amended and restated as of May 14, 2008 (the Plan"Old Plan"). The Old Plan expired June 30, 2021 and all remaining unused shares expired. Subject to the affirmative vote of the shareholders, the Board adopted the 2021 Long-Term Incentive Plan of Ennis, Inc. (the "New Plan") on April 16, 2021 authorizing 1,033,648 shares of common stock for awards. The New Plan was approved by the shareholders at the Annual Meeting on July 15, 2021 by a majority vote. The New Plan expires June 30, 2031 and all unissued stock will expire on that date. At fiscal year ended February 28, 2023, the Company has 665,993890,044 shares of unissued common stock reserved under the planNew Plan for issuance. The exercise price of each stock option granted under the Plan equals a referenced price of the Company’s common stock as reported on the New York Stock Exchange on the date of grant,issuance and an option’s maximum term is ten years. Stock options and restricted stock may be granted at different times during the year and vest ratably over various periods, from grant date up to five years. The Company uses treasury stock to satisfy option exercises and restricted stock awards.

The Company recognizes compensation expense for stock options and restricted stock grants on a straight-line basis over the requisite service period. For the fiscal years ended 2016, 20152023, 2022 and 2014,2021, the Company included in selling, general and administrative expenses, compensation expense related to share based compensation of $1.3$2.8 million, ($0.8$2.8 million net of tax), $1.3and $1.4 million, ($0.8 million net of tax) and $1.5 million ($1.0 million net of tax), respectively.

F-21


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9)Stock Option Plan and Stock Based Compensation-continued

Stock Options

The Company had the following stock option activity for the three years ended February 29, 2016:

   Number
of
Shares
(exact quantity)
   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Life (in years)
   Aggregate
Intrinsic
Value(a)
(in thousands)
 

Outstanding at March 1, 2013

   363,000    $15.79     6.4    $421  

Granted

   36,155     14.05      

Terminated

   (7,750   13.30      

Exercised

   (22,000   12.59      
  

 

 

       

Outstanding at February 28, 2014

   369,405    $15.86     6.0    $416  

Granted

   31,418     15.78      

Terminated

   (20,000   16.21      

Exercised

   (6,000   8.94      
  

 

 

       

Outstanding at February 28, 2015

   374,823    $15.95     5.7    $210  

Granted

   43,426     13.69      

Terminated

   (47,300   18.31      

Exercised

   —       —        
  

 

 

       

Outstanding at February 29, 2016

   370,949    $15.38     5.9    $1,616  
  

 

 

       

Exercisable at February 29, 2016

   294,524    $15.66     5.2    $1,201  
  

 

 

       

(a)Intrinsic value is measured as the excess fair market value of the Company’s Common Stock as reported on the New York Stock Exchange over the applicable exercise price.

The following is a summary of the assumptions used and the weighted average grant-date fair value of theNo stock options were granted during fiscal years ended 2016, 2015 and 2014:2023, 2022 or 2021.

   2016  2015  2014 

Expected volatility

   24.06  29.25  30.41

Expected term (years)

   3    3    3  

Risk free interest rate

   0.89  0.91  0.35

Dividend yield

   4.92  4.11  4.63

Weighted average grant-date fair value

  $2.24   $2.70   $1.96  

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9)Stock Option Plan and Stock Based Compensation-continued

A summary of the stock options exercised and tax benefits realized from stock based compensation is presented below for the three fiscal years ended (in thousands):

   Fiscal years ended 
   2016   2015   2014 

Total cash received

  $—      $54    $94  

Income tax (expense) benefit

   (46   (106   17  

Total grant-date fair value

   —       9     50  

Intrinsic value

   —       36     117  

A summary of the status of the Company’sThe Company had no unvested stock options outstanding at February 29, 2016, and changesany time during the fiscal year ended February 29, 2016 is presented below:28, 2023.

   Number
of Options
   Weighted
Average
Grant Date
Fair Value
 

Unvested at February 28, 2015

   79,760    $2.51  

New grants

   43,426     2.24  

Vested

   (46,761   2.58  

Forfeited

   —       —    
  

 

 

   

Unvested at February 29, 2016

   76,425    $2.32  
  

 

 

   

As of February 29, 2016, there was $78,000 of unrecognized compensation cost related to unvested stock options granted under the Plan. The weighted average remaining requisite service period of the unvested stock options was 1.5 years. The total fair value of shares underlying the options vested during the fiscal year ended February 29, 2016 was $0.9 million.

Restricted Stock

The following table summarizes information about stock options outstanding atoccurred with respect to the end of fiscal year 2016:

   Options Outstanding   Options Exercisable 

            Exercise Prices            

  Number
Outstanding
   Weighted Average
Remaining Contractual
Life (in Years)
   Weighted
Average
Exercise Price
   Number
Exercisable
   Weighted
Average
Exercise Price
 

$8.94        to         $13.69

   85,426     6.2    $11.35     42,000    $8.94  

14.05         to          15.78

   140,280     6.8     15.18     107,281     15.19  

17.57         to          18.46

   145,243     4.7     17.95     145,243     17.95  
  

 

 

       

 

 

   
   370,949     5.9     15.38     294,524     15.66  
  

 

 

       

 

 

   

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9)Stock Option Plan and Stock Based Compensation-continued

Restricted Stock

The Company had the followingCompany’s restricted stock grants activityawards for each of the three fiscal years ended February 29, 2016:28, 2023:

  Number of
Shares
   Weighted
Average
Grant Date
Fair Value
 

 

 

 

Weighted

 

Outstanding at March 1, 2013

   187,048    $16.49  

 

 

 

Average

 

Number of

 

 

Grant Date

 

Shares

 

 

Fair Value

 

Outstanding at March 1, 2020

 

143,926

 

 

$

19.79

 

Granted

   55,607     14.05  

 

59,315

 

 

 

17.09

 

Terminated

   —       —    

 

(10,098

)

 

 

19.00

 

Vested

   (61,753   16.40  

 

(73,414

)

 

 

19.16

 

  

 

   

Outstanding at February 28, 2014

   180,902    $15.77  

Outstanding at February 28, 2021

 

119,729

 

 

$

18.90

 

Granted

   85,807     15.78  

 

51,920

 

 

 

20.30

 

Terminated

   —       —    

 

 

 

 

19.00

 

Vested

   (113,061   16.42  

 

(104,485

)

 

 

19.70

 

  

 

   

Outstanding at February 28, 2015

   153,648    $15.30  

Outstanding at March 1, 2022

 

67,164

 

 

$

18.73

 

Granted

   113,648     13.69  

 

22,000

 

 

 

19.78

 

Terminated

   —       —    

 

 

 

 

 

Vested

   (77,900   15.24  

 

(39,381

)

 

 

19.00

 

  

 

   

Outstanding at February 29, 2016

   189,396    $14.36  
  

 

   

Outstanding at February 28, 2023

 

49,783

 

 

$

18.99

 

As of February 29, 2016,28, 2023, the total remaining unrecognized compensation cost related to unvested restricted stock was approximately $1.6$0.6 million. The weighted average remaining requisite service period of the unvested restricted stock awards was 1.61.4 years. As of February 29, 2016,28, 2023, the Company’s outstanding restricted stock had an underlying fair value of $2.7$0.9 million at date of grant.

(10)

Restricted Stock Units

During the fiscal year ended February 28, 2023, 93,532 performance-based RSUs and 9,893 time-based RSUs were granted under the New Plan. The fair value of the time-based RSUs was estimated based on the fair market value of the Company’s stock on the date of grant of $19.47 per unit. The fair value of the performance-based RSUs, using a Monte Carlo valuation model, was $23.17 per unit. The performance measures include a threshold, target and maximum performance level providing the grantees an opportunity to receive more or less shares than targeted depending on actual financial performance. The award will be based on the Company’s return on equity, EBITDA and adjusted for the Company’s Relative Shareholder Return as measured against a defined peer group.

The performance-based RSUs will vest no later than March 15, 2024, which is the deadline for the Compensation Committee to determine the extent of the Company’s attainment of the Performance Goals during the Performance

F-22


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Period that ends on February 29, 2024. The time-based RSUs vest ratably over two to three years from the date of grant.

The following occurred with respect to the Company’s restricted stock units ("RSUs") for each of the three fiscal years ended February 28:

 

Time-based

 

 

Performance-based

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

Number of

 

 

Grant Date

 

 

Number of

 

 

Grant Date

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

Outstanding at February 28, 2021

 

 

 

$

 

 

 

 

 

$

 

Granted

 

44,494

 

 

 

20.38

 

 

 

177,977

 

 

 

23.17

 

Terminated

 

(9,423

)

 

 

20.38

 

 

 

(37,690

)

 

 

23.17

 

Vested

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 1, 2022

 

35,071

 

 

$

20.38

 

 

 

140,287

 

 

$

23.17

 

Granted

 

9,893

 

 

 

19.47

 

 

 

93,532

 

 

 

23.17

 

Terminated

 

 

 

 

 

 

 

 

 

 

 

Vested

 

(11,690

)

 

 

20.38

 

 

 

 

 

 

 

Outstanding at February 28, 2023

 

33,274

 

 

$

20.11

 

 

 

233,819

 

 

$

23.17

 

As of February 28, 2023, the total remaining unrecognized compensation cost of time-based RSUs was approximately $0.4 million over a weighted average remaining requisite service period of 1.5 years. The total remaining unrecognized compensation of performance-based RSUs was approximately $2.2 million over a weighted average remaining requisite service period of 1.8 years. As of February 28, 2023, the Company’s outstanding RSUs had an underlying fair value of $6.1 million at date of grant.

(11) Benefit Plans

Pension Plan

The Company and certain subsidiaries have a noncontributory defined benefit retirement plan (the Pension Plan“Pension Plan”), covering approximately 8%13% of aggregate employees. Benefits are based on years of service and the employee’s average compensation for the highest five compensation years preceding retirement or termination. Effective January 1, 2009, the Company amended the Pension Plan to exclude any new employees from participation in the Pension Plan. Eligible employees who were hired before January 1, 2009 are still eligible to participate and participating employees continue to accrue benefit service. The Company’s funding policy is to contribute annually an amount in accordance with the requirements of the Employee Retirement Income Security Act of 1974 (“ERISAERISA”).

The Company’s pension planPension Plan asset allocation, by asset category, is as follows for the fiscal years ended:

  2016 2015 

 

2023

 

 

2022

 

Equity securities

   55 55

 

 

52

%

 

 

57

%

Debt securities

   38 37

 

 

44

%

 

 

40

%

Cash and cash equivalents

   7 8

 

 

4

%

 

 

3

%

  

 

  

 

 

Total

   100 100

 

 

100

%

 

 

100

%

  

 

  

 

 

F-23


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The currentCompany adopted a dynamic asset allocation is being managed to meetplan ("Glide Path") which assists in optimizing the Company’s stated objective of asset growth and capital preservation. The factor is based upon the combined judgmentsvolatility of the Company’s Administrative Committee and its investment advisorsPension Plan's funded status over the long term. Glide Path is a schedule of planned asset allocation shifts, dependent upon changes in the Pension Plan's funded status. It is expected that the allocation to meetLiability Hedge Assets (Fixed Income) will increase as the Company’s investment needs, objectives, and risk tolerance. funded status of the Pension Plan improves. The Company’s target asset allocation percentage, by asset class, for the year ended February 29, 201628, 2023 is as follows:

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(10)Pension Plan-continued

Asset Class

Target
Allocation

Percentage

Cash

1 - 5% – 5%

Fixed Income

35 - 55%

44 – 64%

Equity

45 - 60%

34 – 54%

The Company estimates the long-term rate of return on planPension Plan assets will be 8.0%6.5% based upon target asset allocation. Expected returns are developed based upon the information obtained from the Company’s investment advisors. The advisors provide ten-year historical and five-year expected returns on the fund in the target asset allocation. The return information is weighted based upon the asset allocation at the end of the fiscal year. The expected rate of return at the beginning of the fiscal year ended 20162023 was 8.0%, the6.5%. The rate used in the calculation of the currentfiscal year ended 2022 pension expense.expense was 6.5%.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. The Company categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1 – Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2 – Inputs utilize data points that are observable such as quoted prices, interest rates and yield curves.
Level 3 – Inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

The following tables present the Pension Plan’s fair value hierarchy for those assets measured at fair value as of February 29, 201628, 2023 and February 28, 20152022 (in thousands):

  Assets
Measured at
Fair Value
at 2/29/16
   Fair Value Measurements 

 

February 28, 2023

 

Description

  (Level 1)   (Level 2)   (Level 3) 

 

Total

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Cash and cash equivalents

  $3,576    $3,576    $—      $—    

 

$

2,093

 

 

$

2,093

 

 

$

 

 

$

 

Government bonds

   10,887     —       10,887     —    

 

 

9,793

 

 

 

 

 

 

9,793

 

 

 

 

Corporate bonds

   7,134     —       7,134     —    

 

 

15,797

 

 

 

 

 

 

15,797

 

 

 

 

Domestic equities

   20,226     20,226     —       —    

 

 

16,833

 

 

 

16,833

 

 

 

 

 

 

 

Foreign equities

   5,724     5,724     —       —    

 

 

4,726

 

 

 

4,726

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

 

 

$

49,242

 

 

$

23,652

 

 

$

25,590

 

 

$

 

  $47,547    $29,526    $18,021    $—    

 

 

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

 

 

February 28, 2022

 

Description

 

Total

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Cash and cash equivalents

 

$

2,172

 

 

$

2,172

 

 

$

 

 

$

 

Government bonds

 

 

8,623

 

 

 

 

 

 

8,623

 

 

 

 

Corporate bonds

 

 

14,941

 

 

 

 

 

 

14,941

 

 

 

 

Domestic equities

 

 

26,582

 

 

 

26,582

 

 

 

 

 

 

 

Foreign equities

 

 

6,705

 

 

 

6,705

 

 

 

 

 

 

 

 

$

59,023

 

 

$

35,459

 

 

$

23,564

 

 

$

 

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(10)Pension Plan-continued

   Assets
Measured at
Fair Value
at 2/28/15
   Fair Value Measurements 

Description

    (Level 1)   (Level 2)   (Level 3) 

Cash and cash equivalents

  $4,262    $4,262    $—      $—    

Government bonds

   10,642     —       10,642     —    

Corporate bonds

   8,154     —       8,154     —    

Domestic equities

   21,974     21,974     —       —    

Foreign equities

   5,961     5,961     —       —    
  

 

 

   

 

 

   

 

 

   

 

 

 
  $50,993    $32,197    $18,796    $—    
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair value estimates are made at a specific point in time, based on available market information and judgments about the financial asset, including estimates of timing, amount of expected future cash flows, and the credit standing of the issuer. In some cases, the fair value estimates cannot be substantiated by comparison to independent markets. The disclosed fair value may not be realized in the immediate settlement of the financial asset. In addition, the disclosed fair values do not reflect any premium or discount that could result from offering for sale at one time an entire holding of a particular financial asset. Potential taxes and other expenses that would be incurred in an actual sale or settlement are not reflected in amounts disclosed.

F-24


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pension expense is composed of the following components included in cost of goods sold and selling, general and administrative expenses in the Company’s consolidated statements of earningsoperations for fiscal years ended (in thousands):

  2016   2015   2014 

 

2023

 

 

2022

 

 

2021

 

Components of net periodic benefit cost

      

 

 

 

 

 

 

 

Service cost

  $1,301    $1,122    $1,262  

 

$

944

 

 

$

1,075

 

 

$

1,271

 

Interest cost

   2,369     2,447     2,402  

 

 

1,967

 

 

 

1,682

 

 

 

1,754

 

Expected return on plan assets

   (3,928   (3,856   (3,490

 

 

(3,699

)

 

 

(3,723

)

 

 

(4,074

)

Amortization of:

      

 

 

 

 

 

 

 

Prior service cost

   (86   (145   (145

Unrecognized net loss

   2,551     1,524     2,052  

 

 

2,409

 

 

 

2,558

 

 

 

3,358

 

  

 

   

 

   

 

 

Settlement charge

 

 

1,273

 

 

 

1,097

 

 

 

1,619

 

Net periodic benefit cost

   2,207     1,092     2,081  

 

 

2,894

 

 

 

2,689

 

 

 

3,928

 

  

 

   

 

   

 

 

 

 

 

 

 

 

 

Other changes in Plan Assets and Projected Benefit Obligation

      

 

 

 

 

 

 

 

Recognized in Other comprehensive Income

      

 

 

 

 

 

 

 

Net actuarial loss (gain)

   2,102     11,224     (4,600

 

 

(2,295

)

 

 

1,396

 

 

 

(1,588

)

Amortization of net actuarial loss

   (2,551   (1,524   (2,052

 

 

(3,682

)

 

 

(3,655

)

 

 

(4,977

)

Amortization of prior service credit

   86     145     145  
  

 

   

 

   

 

 
   (363   9,845     (6,507
  

 

   

 

   

 

 

 

 

(5,977

)

 

 

(2,259

)

 

 

(6,565

)

Total recognized in net periodic pension cost and other comprehensive income

  $1,844    $10,937    $(4,426

 

$

(3,083

)

 

$

430

 

 

$

(2,637

)

  

 

   

 

   

 

 

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(10)Pension Plan-continued

The following table represents the assumptions used to determine benefit obligations and net periodic pension cost for fiscal years ended:

   2016  2015  2014 

Weighted average discount rate (net periodic pension cost)

   4.00  4.90  4.60

Earnings progression (net periodic pension cost)

   3.00  3.00  3.00

Expected long-term rate of return on plan assets

   8.00  8.00  8.00

Weighted average discount rate (benefit obligations)

   4.30  4.00  4.90

Earnings progression (benefit obligations)

   3.00  3.00  3.00

 

 

2023

 

 

2022

 

 

2021

 

Weighted average discount rate (net periodic
   pension cost)

 

 

3.10

%

 

 

2.65

%

 

 

2.65

%

Earnings progression (net periodic pension cost)

 

 

3.00

%

 

 

3.00

%

 

 

3.00

%

Expected long-term rate of return on plan assets
   (net periodic pension cost)

 

 

6.50

%

 

 

6.50

%

 

 

6.50

%

Weighted average discount rate (benefit
   obligations)

 

 

5.00

%

 

 

3.10

%

 

 

2.65

%

Earnings progression (benefit obligations)

 

 

3.00

%

 

 

3.00

%

 

 

3.00

%

During the current fiscal year ended 2023, the Company adopted the new MP-2015MP-2021 improvement scale (mortality rate assumption) to determine their benefit obligations under the plan. Pension Plan. The accumulated benefit obligation (“ABOABO”), change

F-25


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

in projected benefit obligation (“PBOPBO”), change in planPension Plan assets, funded status, and reconciliation to amounts recognized in the consolidated balance sheets are as follows (in thousands):

 

  2016   2015 

 

2023

 

 

2022

 

Change in benefit obligation

    

 

 

 

 

 

Projected benefit obligation at beginning of year

  $60,845    $51,339  

 

$

64,752

 

 

$

66,018

 

Service cost

   1,301     1,122  

 

 

944

 

 

 

1,075

 

Interest cost

   2,369     2,447  

 

 

1,967

 

 

 

1,682

 

Actuarial (gain)/loss

   (2,661   6,637  

Actuarial (gain) loss

 

 

(12,824

)

 

 

(151

)

Other assumption change

   (1,603   3,695  

 

 

69

 

 

 

155

 

Benefits paid

   (4,008   (4,395

 

 

(4,885

)

 

 

(4,148

)

  

 

   

 

 

Settlement

 

 

(135

)

 

 

121

 

Projected benefit obligation at end of year

  $56,243    $60,845  

 

$

49,888

 

 

$

64,752

 

  

 

   

 

 

Change in plan assets:

    

 

 

 

 

 

Fair value of plan assets at beginning of year

  $50,993    $49,423  

 

$

59,023

 

 

$

59,719

 

Company contributions

   3,000     3,000  

 

 

2,000

 

 

 

1,000

 

Gain (loss) on plan assets

   (2,438   2,965  

Gain on plan assets

 

 

(6,896

)

 

 

2,452

 

Benefits paid

   (4,008   (4,395

 

 

(4,885

)

 

 

(4,148

)

  

 

   

 

 

Fair value of plan assets at end of year

  $47,547    $50,993  

 

$

49,242

 

 

$

59,023

 

  

 

   

 

 

Funded status (benefit obligation less plan assets)

  $(8,696  $(9,852
  

 

   

 

 

Funded (unfunded) status

 

$

(646

)

 

$

(5,729

)

Accumulated benefit obligation at end of year

  $51,948    $56,170  

 

$

46,904

 

 

$

60,216

 

  

 

   

 

 

The measurement dates of actuarial valuations used to determine pension and other postretirement benefits is the Company’s fiscal year end. In the third quarter of fiscal years 2023 and 2022, lump sum distributions of $2.1 million and $1.9 million were made to plan participants and resulted in a non-cash settlement charge of $0.8 million and $0.8 million, respectively. The Company contributed $3.0made a $2.0 million contribution to the Pension Plan during fiscal year 2016 and would expect2023. Depending on the Pension Plan’s projected funding status, the Company expects to contribute a similar amountbetween $1.0 million and $3.0 million to the Pension Plan during fiscal year 2017.2024.

Estimated future benefit payments which reflect expected future service, as appropriate, are expected to be paid to the Pension Plan participants in the fiscal years ended (in thousands):

   Projected 

Year

  Payments 

2017

  $3,200  

2018

   3,800  

2019

   2,700  

2020

   3,400  

2021

   4,200  

2022 –  2026

   16,900  

Year

 

Projected Payments

 

2024

 

$

3,000

 

2025

 

 

3,000

 

2026

 

 

3,700

 

2027

 

 

3,500

 

2028

 

 

3,000

 

2029 – 2033

 

 

19,900

 

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

401(k) Plan

(10)Pension Plan-continued

Effective February 1, 1994, the Company adopted a Defined Contribution 401(k) Plan (the 401(k) Plan“401(k) Plan”) for its United States employees. The 401(k) Plan covers substantially all full-time employees who have completed sixty days of service and attained the age of eighteen. United States employees can contribute up to 100 percent of their annual compensation, but are limited to the maximum annual dollar amount allowable under the Internal Revenue Code. The 401(k) Plan provides for employer matching contributions or discretionary employer contributions for certain employees not enrolled in the Pension Plan for employees of the Company. Eligibility for employer contributions, matching percentage, and limitations depends on the participant’s employment location and whether the employees are covered by the Company’s pension plan, etc.Pension Plan, among other factors. The Company’s matching contributions are immediately vested. The Company made matching 401(k) contributions in the amount of $1.3$1.9 million, $1.2$2.0 million and $0.9$1.9 million in fiscal years ended 2016, 20152023, 2022 and 2014,2021, respectively.

F-26


ENNIS, INC. AND SUBSIDIARIES

In addition, the Northstar Computer Forms, Inc. 401(k) Profit Sharing Plan was merged into the 401(k) Plan on February 1, 2001. The Company declared profit sharing contributions on behalf of the former employees of Northstar Computer Forms, Inc. in accordance with its original plan in the amounts of $229,000, $227,000, and $254,000, in fiscal years ended 2016, 2015 and 2014, respectively.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(11)

(12) Income Taxes

The following table represents components of the provision for income taxes for fiscal years ended (in thousands):

  2016   2015   2014 

 

2023

 

 

2022

 

 

2021

 

Current:

      

 

 

 

 

 

 

 

Federal

  $18,421    $14,006    $17,755  

 

$

15,784

 

 

$

7,284

 

 

$

9,627

 

State and local

   2,724     2,451     2,946  

 

 

3,647

 

 

 

2,516

 

 

 

2,279

 

Foreign

   1,161     322     183  
  

 

   

 

   

 

 

Total current

   22,306     16,779     20,884  

 

 

19,431

 

 

 

9,800

 

 

 

11,906

 

Deferred:

      

 

 

 

 

 

 

 

Federal

   (1,269   (9,920   (1,550

 

 

(1,341

)

 

 

3,004

 

 

 

(2,217

)

State and local

   (201   (1,459   (731

 

 

(460

)

 

 

158

 

 

 

(496

)

  

 

   

 

   

 

 

Total deferred

   (1,470   (11,379   (2,281

 

 

(1,801

)

 

 

3,162

 

 

 

(2,713

)

  

 

   

 

   

 

 

Total provision for income taxes

  $20,836    $5,400    $18,603  

 

$

17,630

 

 

$

12,962

 

 

$

9,193

 

  

 

   

 

   

 

 

The Company’s effective tax rate on earnings from operations for the year ended February 29, 2016,28, 2023, was 36.8%27.2%, as compared with a (13.8)to 30.9% and 58.5%27.6% in 20152022 and 2014,2021, respectively. The following summary reconciles the statutory U.S. Federalfederal income tax rate to the Company’s effective tax rate for the fiscal years ended:

 

 

2023

 

 

2022

 

 

2021

 

 

Statutory rate

 

 

21.0

 

%

 

21.0

 

%

 

21.0

 

%

Provision for state income taxes, net of federal
   income tax benefit

 

 

3.9

 

 

 

5.8

 

 

 

4.4

 

 

Federal true-up

 

 

1.5

 

 

 

0.3

 

 

 

0.8

 

 

Stock compensation and Section 162(m) limitation

 

 

0.8

 

 

 

3.8

 

 

 

1.5

 

 

 

 

27.2

 

%

 

30.9

 

%

 

27.6

 

%

   2016  2015  2014 

Statutory rate

   35.0  35.0  35.0

Provision for state income taxes, net of Federal income tax benefit

   2.9    (1.9  3.9  

Domestic production activities deduction

   (2.2  3.5    (4.8

Impairment of goodwill

   —      (50.0  20.5  

Other

   1.1    (0.4  3.9  
  

 

 

  

 

 

  

 

 

 
   36.8  (13.8)%   58.5
  

 

 

  

 

 

  

 

 

 

Deferred taxes are recorded to give recognition to temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. The tax effects of these temporary differences are recorded as deferred tax assets and deferred tax liabilities. Deferred tax assets generally represent items that can be used as a tax

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(11)Income Taxes-continued

deduction or credit in future years. Deferred tax liabilities generally represent items that have been deducted for tax purposes, but have not yet been recorded in the consolidated statements of earnings.operations. To the extent there are deferred tax assets that are more likely than not to be realized, a valuation allowance would not be recorded. Management does not expect to be able to utilize the foreign tax credit before it expires in 2026. Therefore, a full valuation allowance was established in fiscal year 2020. IRS code Section 162(m) limits the amount of deductible compensation for tax purposes paid to certain covered employees. The components of deferred income tax assets and liabilities are summarized as follows (in thousands) for fiscal years ended:

F-27


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

  2016   2015 

Current deferred tax assets (liabilities) related to:

    

Deferred tax assets

 

2023

 

 

2022

 

Allowance for doubtful receivables

  $1,378    $1,356  

 

$

345

 

 

$

280

 

Inventories

   3,093     2,745  

 

 

1,170

 

 

 

1,032

 

Employee compensation and benefits

   1,925     2,305  

 

 

833

 

 

 

659

 

Pension and noncurrent employee compensation
benefits

 

 

1,009

 

 

 

1,827

 

Property tax

 

 

161

 

 

 

-

 

Operating lease liabilities

 

 

3,274

 

 

 

3,870

 

Net operating loss and foreign tax credits

 

 

996

 

 

 

1,033

 

Other

   (111   (134

 

 

277

 

 

 

274

 

  

 

   

 

 
  $6,285    $6,272  
  

 

   

 

 

Non-current deferred tax (liabilities) assets related to:

    

Total deferred tax assets

 

 

8,065

 

 

 

8,975

 

Less: valuation allowance

 

 

(1,242

)

 

 

(408

)

Total deferred tax assets, net

 

$

6,823

 

 

$

8,567

 

Deferred tax liabilities

 

 

 

 

 

Property, plant and equipment

  $(8,885  $(9,087

 

$

4,902

 

 

$

6,167

 

Goodwill and other intangible assets

   (10,044   (10,556

 

 

9,683

 

 

 

9,889

 

Pension and noncurrent employee compensation benefits

   6,948     6,064  

Net operating loss and foreign tax credits

   3,480     113  

Right-of-use assets

 

 

3,204

 

 

 

3,797

 

Property tax

   (560   (367

 

 

-

 

 

 

40

 

Currency exchange

   6,090     2,842  

Stock options

   785     747  

Valuation allowance

   (1,380   —    

Other

   (3   (4

 

 

132

 

 

 

79

 

  

 

   

 

 
  $(3,569  $(10,248
  

 

   

 

 

Total deferred tax liabilities

 

$

17,921

 

 

$

19,972

 

Net deferred income tax liabilities

 

$

11,098

 

 

$

11,405

 

Included in other assets on the consolidated balance sheets for the years ended February 28, 2015 and 2014 is approximately $2.3 million of refund receivable related to amended Canadian tax returns for fiscal years 2006-2008. In fiscal year 2016, the refund related to amended Canadian tax returns was reclassified as a foreign tax credit.

The Company established a valuation allowance related to its foreign tax credit of $1.4 million. As of the

At fiscal year ended 2016,2023, the Company hashad federal net operating loss (“NOL”) carry forwards of approximately $203,655$2.9 million. This NOL is related to the acquisitions of Flesh and Impressions Direct. The NOL is subject to a Section 382 limitation of $0.2 million per year and expiring in fiscal years 2024 through 2025.2040. Based on historical earnings and expected sufficient future taxable income, management believes it will be able to fully utilize the net operating loss carry forwards.NOL.

Accounting standards require a two-step approach to determine how to recognize tax benefits in the financial statements where recognition and measurement of a tax benefit must be evaluated separately. A tax benefit will be recognized only if it meets a “more-likely-than-not” recognition threshold. For tax positions that meet this threshold, the tax benefit recognized is based on the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority.

At fiscal year-end 2016years ended 2023 and 2015,2022, unrecognized tax benefits related to uncertain tax positions, including accrued interest and penalties of $261,000$0.1 million and $330,000,$0.1 million, respectively, are included in other liabilities on the consolidated balance sheets and would impact the effective rate if recognized. For fiscal year 2016,The interest expense associated with the unrecognized tax benefit includes an aggregate of $18,000 of interest expense. Approximately $18,000 of unrecognized tax benefits relate to items that are affected by expiring statutes of limitations within the next 12 months. is not material. A reconciliation of the change in the unrecognized tax benefits for fiscal years ended 20162023 and 20152022 is as follows (in thousands):

 

 

2023

 

 

2022

 

Balance at March 1, 2022

 

$

166

 

 

$

130

 

Additions based on tax positions

 

 

66

 

 

 

66

 

Reductions due to lapses of statues of limitations

 

 

(30

)

 

 

(30

)

Balance at February 28, 2023

 

$

202

 

 

$

166

 

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(11)Income Taxes-continued

   2016   2015 

Balance at beginning of year

  $330    $246  

Additions based on tax positions related to the current year

   41     166  

Reductions due to lapses of statutes of limitations

   (110   (82
  

 

 

   

 

 

 

Balance at end of year

  $261    $330  
  

 

 

   

 

 

 

The Company is subject to U.S. federal income tax as well as income tax of multiple state jurisdictions and foreign tax jurisdictions. The Company has concluded all U.S. Federalfederal income tax matters for years through 2010. 2019.All material state and local income tax matters have been concluded for years through 2010 and foreign tax jurisdictions through 2010.2016.

The Company recognizes interest expense on underpayments of income taxes and accrued penalties related to unrecognized non-current tax benefits as part of the income tax provision. Other than amounts included in the unrecognized tax benefits, the Company did notnot recognize any interest or penalties for the fiscal years ended 2016, 20152023, 2022 and 2014.2021.

F-28


ENNIS, INC. AND SUBSIDIARIES

(12)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(13) Earnings (loss) per Share

Basic earnings (loss) per share have been computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the applicable period. Diluted earnings (loss) per share reflect the potential dilution that could occur if stock options or other contracts to issue common shares were exercised or converted into common stock.

The following table sets forth the computation for basic and diluted earnings (loss) per share for the fiscal years ended:

   2016   2015   2014 

Basic weighted average common shares outstanding

   25,688,273     25,864,352     26,125,348  

Effect of dilutive options

   34,094     —       20,977  
  

 

 

   

 

 

   

 

 

 

Diluted weighted average common shares outstanding

   25,722,367     25,864,352     26,146,325  
  

 

 

   

 

 

   

 

 

 

Per share amounts:

      

Net earnings (loss) – basic

  $1.39    $(1.72  $0.50  
  

 

 

   

 

 

   

 

 

 

Net earnings (loss) – diluted

  $1.39    $(1.72  $0.50  
  

 

 

   

 

 

   

 

 

 

Cash dividends

  $0.70    $0.70    $0.53  
  

 

 

   

 

 

   

 

 

 

 

2023

 

 

2022

 

 

2021

 

Basic weighted average common shares outstanding

 

 

25,818,737

 

 

 

26,026,477

 

 

 

25,995,127

 

Effect of dilutive RSUs

 

 

132,404

 

 

 

82,864

 

 

 

-

 

Diluted weighted average common shares outstanding

 

 

25,951,141

 

 

 

26,109,341

 

 

 

25,995,127

 

Earnings per share

 

 

 

 

 

 

 

 

 

   Basic

 

$

1.83

 

 

$

1.11

 

 

$

0.93

 

   Diluted

 

$

1.82

 

 

$

1.11

 

 

$

0.93

 

Cash dividends

 

$

1.00

 

 

$

0.975

 

 

$

0.90

 

The Company treats unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings (loss) per share pursuant to the two-class method. The Company’s participating securities are comprised ofshare. Our unvested restricted stock. At fiscal year-end 2016 and 2014, 145,243 and 172,543 stock options, respectively, were excluded fromshares participate on an equal basis with common shares; therefore, there is no difference in undistributed earnings allocated to each participating security. Accordingly, the calculationpresentation above as their effect would beanti-dilutive.is prepared on a combined basis. No dilutive options were included for fiscal year 2015 due tooutstanding at the operating loss.

(13)Segment Information and Geographic Information

The Company operates in two segments – the Print Segment and the Apparel Segment.

The Print Segment, which represented 68%end of the Company’s consolidated net sales for fiscal year 2016, is in the business of manufacturing, designing, and selling business forms and other printed business products primarily to distributors located in the United States. The Print Segment operates 57 manufacturing plants throughout the United States in 21 strategically located states. Approximately 96% of the business products manufactured by the Print Segment are custom and semi-custom products, constructed in a wide variety of sizes, colors, number of parts and quantities on an individual job basis depending upon the customers’ specifications.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(13)Segment Information and Geographic Information-continued

The products sold include snap sets, continuous forms, laser cut sheets, tags, labels, envelopes, integrated products, jumbo rolls and pressure sensitive products in short, medium and long runs under the following labels: Ennis®, Royal Business Forms®, Block Graphics®, Specialized Printed Forms®, 360º Custom LabelsSM, ColorWorx®, Enfusion®, Uncompromised Check Solutions®, VersaSeal®, Witt Printing®, B&D Litho®, Genforms®, PrintGraphicsSM, Calibrated Forms®, PrintXcelSM, Printegra®, Curtis Business FormsSM, Falcon Business FormsSM, Forms ManufacturersSM, Mutual GraphicsSM, TRI-C Business FormsSM and Hoosier Data Forms®. The Print Segment also sells the Adams McClure® brand (which provides Point of Purchase advertising for large franchise and fast food chains as well as kitting and fulfillment); the Admore® and Folder Express® brands (which provide presentation folders and document folders); Ennis Tag & LabelSM (which provides custom printed high performance labels and custom and stock tags); Atlas Tag & Label®, Kay Toledo TagSM, Special Service PartnersSM (SSP) (which provides custom and stock tags and labels); Trade Envelopes® and Block Graphics®, Wisco® and National Imprint Corporation® (which provide custom and imprinted envelopes) and Northstar® and General Financial Supply® (which provide financial and security documents).

The Print Segment sells predominantly through private printers and independent distributors. Northstar also sells direct to a small number of customers. Northstar has continued its focus with large banking organizations on a direct basis (where a distributor is not acceptable or available to the end-user) and has acquired several of the top 25 banks in the United States as customers and is actively working on other large banks within the top 25 tier of banks in the United States. Adams McClure sales are generally provided through advertising agencies. Assets in this segment increased in 2015 primarily as a result of the Company’s acquisition of Sovereign Business Forms and Kay Toledo.

The Apparel Segment, which accounted for 32% of the Company’s fiscal year 2016 consolidated net sales, consists of Alstyle Apparel. This group is primarily engaged in the production and sale of activewear including T-shirts, fleece goods, and other wearables. Alstyle sales are seasonal, with sales in the first and second quarters generally being the highest. Substantially all of the Apparel Segment sales are to customers in the United States.

Corporate information is included to reconcile segment data to the consolidated financial statements and includes assets and expenses related to the Company’s corporate headquarters and other administrative costs.

Segment data for the fiscal years ended 2016, 20152023, 2022 and 2014 were as follows (in thousands):2021.

   Print
Segment
   Apparel
Segment
   Corporate   Consolidated
Totals
 

Fiscal year ended February 29, 2016:

        

Net sales

  $385,946    $183,027    $—      $568,973  

Depreciation

   7,530     3,529     268     11,327  

Amortization of identifiable intangibles

   4,555     1,467     —       6,022  

Impairment of trademarks

   —       4,130     —       4,130  

Segment earnings (loss) before income tax

   65,379     9,430     (18,237   56,572  

Segment assets

   234,257     142,506     15,425     392,188  

Capital expenditures

   4,187     596     40     4,823  

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(13)Segment Information and Geographic Information-continued

   Print   Apparel       Consolidated 
   Segment   Segment   Corporate   Totals 

Fiscal year ended February 28, 2015:

        

Net sales

  $380,379    $199,861    $—      $580,240  

Depreciation

   6,510     3,727     268     10,505  

Amortization of identifiable intangibles

   4,312     1,467     —       5,779  

Impairment of goodwill and trademarks

   —       93,324     —       93,324  

Segment earnings (loss) before income tax

   66,374     (89,632   (15,875   (39,133

Segment assets

   248,916     183,778     20,568     453,262  

Capital expenditures

   1,977     460     42     2,479  

Fiscal year ended February 28, 2014:

        

Net sales

  $339,947    $202,495    $—      $542,442  

Depreciation

   5,804     3,845     205     9,854  

Amortization of identifiable intangibles

   2,749     1,467     —       4,216  

Impairment of goodwill and trademarks

   —       24,226     —       24,226  

Segment earnings (loss) before income tax

   57,390     (9,467   (16,131   31,792  

Segment assets

   221,937     302,020     12,390     536,347  

Capital expenditures

   2,746     1,228     672     4,646  

Identifiable long-lived assets by country include property, plant, and equipment, net of accumulated depreciation. The Company attributes revenues from external customers to individual geographic areas based on the country where the sale originated. Information about the Company’s operations in different geographic areas as of and for the fiscal years ended is as follows (in thousands):

   United
States
   Canada   Mexico   Total 

2016

        

Net sales to unaffiliated customers

        

Print Segment

  $385,946    $—      $—      $385,946  

Apparel Segment

   164,549     17,233     1,245     183,027  
  

 

 

   

 

 

   

 

 

   

 

 

 
  $550,495    $17,233    $1,245    $568,973  
  

 

 

   

 

 

   

 

 

   

 

 

 

Identifiable long-lived assets

        

Print Segment

  $164,272    $—      $—      $164,272  

Apparel Segment

   14,730     53     30,430     45,213  

Corporate

   3,319     —       —       3,319  
  

 

 

   

 

 

   

 

 

   

 

 

 
  $182,321    $53    $30,430    $212,804  
  

 

 

   

 

 

   

 

 

   

 

 

 

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(13)Segment Information and Geographic Information-continued

   United States   Canada   Mexico   Total 

2015

        

Net sales to unaffiliated customers

        

Print Segment

  $380,379    $—      $—      $380,379  

Apparel Segment

   180,988     17,503     1,370     199,861  
  

 

 

   

 

 

   

 

 

   

 

 

 
  $561,367    $17,503    $1,370    $580,240  
  

 

 

   

 

 

   

 

 

   

 

 

 

Identifiable long-lived assets

        

Print Segment

  $172,074    $—      $—      $172,074  

Apparel Segment

   20,359     54     37,556     57,969  

Corporate

   3,548     —       —       3,548  
  

 

 

   

 

 

   

 

 

   

 

 

 
  $195,981    $54    $37,556    $233,591  
  

 

 

   

 

 

   

 

 

   

 

 

 

2014

        

Net sales to unaffiliated customers

        

Print Segment

  $339,947    $—      $—      $339,947  

Apparel Segment

   183,335     18,694     466     202,495  
  

 

 

   

 

 

   

 

 

   

 

 

 
  $523,282    $18,694    $466    $542,442  
  

 

 

   

 

 

   

 

 

   

 

 

 

Identifiable long-lived assets

        

Print Segment

  $155,773    $—      $—      $155,773  

Apparel Segment

   115,204     40     43,757     159,001  

Corporate

   3,773     —       —       3,773  
  

 

 

   

 

 

   

 

 

   

 

 

 
  $274,750    $40    $43,757    $318,547  
  

 

 

   

 

 

   

 

 

   

 

 

 

(14)Commitments and Contingencies

The Company leases certain of its facilities under operating leases that expire on various dates through fiscal year ended 2022. Future minimum lease commitments under non-cancelable operating leases for each of the fiscal years ending are as follows (in thousands):

   Operating
Lease
Commitments
 

2017

  $5,976  

2018

   3,892  

2019

   2,460  

2020

   2,244  

2021

   1,595  

Thereafter

   127  
  

 

 

 
  $16,294  
  

 

 

 

Rent expense attributable to such leases totaled $7.9 million, $7.7 million, and $7.0 million for the fiscal years ended 2016, 2015 and 2014, respectively.

In the ordinary course of business, the Company also enters into real property leases, which require the Company as lessee to indemnify the lessor from liabilities arising out of the Company’s occupancy of the properties. The Company’s indemnification obligations are generally covered under the Company’s general insurance policies.

From time to time, the Company is involved in various litigation matters arising in the ordinary course of business. The Company does not believe the disposition of any current matter will have a material adverse effect on its consolidated financial position or results of operations.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(15)Supplemental Cash and Non-Cash Flow Information

Net cash flows from operating activities that reflect cash payments for interest and income taxes, are as follows for the three fiscal years ended (in thousands):

   2016   2015   2014 

Interest paid

  $1,636    $1,793    $1,195  

Income taxes paid

  $20,835    $19,523    $17,799  

 

 

 

2023

 

 

 

2022

 

 

 

2021

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

 

   Interest paid, net

 

$

-

 

 

$

57

 

 

$

10

 

   Income taxes paid, net of refunds

 

$

17,966

 

 

$

11,626

 

 

$

9,498

 

 

 

 

 

 

 

 

 

 

(16)Quarterly Consolidated Financial Information (Unaudited)

The following table represents the unaudited quarterly financial data of the Company for fiscal years ended 2016 and 2015 (in thousands, except per share amounts and quarter over quarter comparison):

For the Three Months Ended

  May 31   August 31   November 30   February 29 

Fiscal year ended 2016:

        

Net sales

  $150,576    $150,761    $139,451    $128,185  

Gross profit margin

   37,544     40,630     40,574     33,991  

Net earnings

   9,171     11,046     10,674     4,845  

Dividends paid

   4,496     4,516     4,516     4,516  

Per share of common stock:

        

Basic net earnings

  $0.36    $0.43    $0.42    $0.19  

Diluted net earnings

  $0.36    $0.43    $0.41    $0.19  

Dividends

  $0.175    $0.175    $0.175    $0.175  

Fiscal year ended 2015:

        

Net sales

  $141,186    $151,841    $146,971    $140,242  

Gross profit margin

   35,388     38,188     36,516     35,384  

Net earnings (loss)

   8,032     10,016     (71,179   8,598  

Dividends paid

   4,567     4,574     4,548     4,502  

Per share of common stock:

        

Basic net earnings (loss)

  $0.31    $0.39    $(2.76  $0.34  

Diluted net earnings (loss)

  $0.31    $0.39    $(2.76  $0.34  

Dividends

  $0.175    $0.175    $0.175    $0.175  

Current Quarter Compared to Same Quarter Last Year

ForIn fiscal year ended February 29, 2016, except for the fourth quarter, both gross profit margin and net earnings for each quarter increased in comparison to each of the quarters of the previous fiscal year. For the third quarter of fiscal year 2015 and in the fourth quarter of fiscal year 2016,2023, the Company recorded a non-cash impairment chargetransaction of $93.3a $4.5 million ($55.9 million to goodwill and $37.4 million to trademarks) and $4.1 million (trademarks), respectively, related to the Apparel Segment. The primary reason for the increase in gross profit margin and net earnings in fiscal year 2016 was due to the continued realization of operational synergies with acquired businesses by the elimination of duplicate costs in the Print Segment and improving manufacturing efficiencies, relatively stable selling prices, and lower input costs in the Apparel Segment. The decline in gross profit and operating margins during the fourth quarter of fiscal year 2016, absent the impairment charge, related primarily to a one-time earn-out payment required to be paidnote receivable in connection with onethe sale of an unused manufacturing facility.

(16) Related Party Transactions

The Company leases a facility and sells product to an entity controlled by a board member who was the Company’s acquisitionsformer owner of a business that the Company acquired. The total right-of-use asset and related lease liability as of February 28, 2023 was $0.8 million and $0.8 million, respectively. During fiscal year 2023, total lease payments made to, and sales made to, the extraordinary costs associated with moving one of the Company’s folder operations from Omaha, Nebraska to Columbus, Kansas.related party were approximately $0.4 million and $3.5 million, respectively.

F-29


ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(17)Concentrations of Risk

Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash and trade receivables. Cash is placed with high-credit quality financial institutions. The Company believes its credit risk with respect to trade receivables is limited due to industry and geographic diversification. As disclosed on the Consolidated Balance Sheets, the Company maintains an allowance for doubtful receivables to cover the Company’s estimate of credit losses associated with accounts receivable.

No single customer accounts for as much as five percent of the Company’s consolidated net sales or accounts receivable.

The Company, for quality and pricing reasons, purchases its paper cotton and yarn products from a limited number of suppliers. To maintain its high standard of color control associated with its apparel products,For fiscal years 2023, 2022 and 2021, the Company purchasespurchased 50%, 51%, and 43%, respectively, of its dyeing chemicalsmaterials from limited sources.one third party vendor. As of February 28, 2023 and February 28, 2022, the net amount due to the vendor was $3.3 million and $4.9 million, respectively. While other sources may be available to the Company to purchase these products, they may not be available at the cost or at the quality the Company has come to expect.

For the purposes of the Consolidated Statements of Cash Flows, the Company considers cash to include cash on hand and in bank accounts. The Federal Deposit Insurance Corporation (“FDIC”) insures accounts up to $250,000.$250,000. At February 29, 2016,28, 2023, cash balances included $7.3$93.0 million that was not federally insured because it represented amounts in individual accounts above the federally insured limit for each such account. This at-risk amount is subject to fluctuation on a daily basis. While management does not believe there is significant risk with respect to such deposits as we have not experienced any losses in such accounts and we believe that we have placed our cash on deposit with financial institutions which are financially stable, we cannot be assured that we will not experience losses on our deposits. At February 29, 2016, the Company had $0.4 million in Canadian and $2.0 million in Mexican bank accounts.

(18)Subsequent EventsF-30

On March 19, 2016, the Company acquired the assets of Major Business Systems, Inc. (“Major”) for $0.6 million in cash. Major products will be sold through the Company’s normal sales channel of independent distributors and allows the Company to enhance its current product mix and to pursue more expansive product lines in the integrated document market.

On April 1, 2016, the Company entered into a Unit Purchase Agreement (the “Initial Purchase Agreement”) with Alstyle Operations, LLC (the “Initial Buyer”) and, for the limited purpose set forth in such Initial Purchase Agreement, Steve S. Hong. Under the Initial Purchase Agreement, the Initial Buyer agreed to acquire Alstyle Apparel, LLC and its subsidiaries from the Company for an aggregate purchase price of $88.0 million, consisting of $76.0 million in cash to be paid at closing, subject to a working capital adjustment, and an additional $12.0 million to be paid pursuant to a capital lease covering certain equipment utilized by the Apparel Segment that was to have been retained by the Company. The Initial Purchase Agreement contemplated post-closing transition services for up to 18 months.

Under the Initial Purchase Agreement, the Company retained the right to terminate such agreement in the event that the Company were to receive an unsolicited purchase offer for the Apparel Segment that was not matched by the Initial Buyer, which, in the judgment of the Board of Directors of the Company in the exercise of its fiduciary duties on behalf of the Company’s stockholders, constituted a superior offer to the transactions contemplated by the Initial Purchase Agreement.

On May 4, 2016, the Company received what was determined to be a superior offer from Gildan Activewear Inc. (“Gildan”). In connection therewith, the Company terminated the Initial Purchase Agreement and paid the required $3.0 million termination fee to the Initial Buyer in connection therewith. In connection with the superior offer, the Company has entered into a Unit Purchase Agreement with Gildan, dated May 4, 2016 (the “Gildan Purchase Agreement”), pursuant to which Gildan will acquire the Apparel Segment from the Company for an all-cash purchase price of $110.0 million, subject to a working capital adjustment, customary indemnification arrangements, and the other terms of such agreement (the “Gildan Transaction”). The closing of the Gildan Transaction, which is anticipated to occur during the Company’s second fiscal quarter, is conditioned upon customary closing conditions, including applicable regulatory approvals. Following the closing, the Company will provide transition assistance to Gildan for certain administrative, financial, human resource, and information technology matters and will sublease

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(18)Subsequent Events-continued

from Gildan a portion of a certain located in Anaheim, California that is leased by the Apparel Segment. As part of the purchase price, Gildan funded the Company’s payment of the $3.0 million termination fee payable to the Initial Buyer of the Apparel Segment in connection with the termination of the Initial Purchase Agreement with such Initial Buyer, as more fully described above. The Company filed a current Report on Form 8-K with the Securities and Exchange Commission on May 4, 2016 regarding the Gildan Transaction and reference is made herein to that report for further explanation.

Based on presently available information, on a preliminary and unaudited basis, and assuming a closing date by the end of June 2016, the Company anticipates that it will incur a pre-tax loss on the sale of Alstyle Apparel to Gildan pursuant to the Gildan Purchase Agreement of between $25.0 million and $35.0 million. Based on certain tax elections expected to be made, the Company is expecting to be able to treat the loss as an operating loss for tax purposes.

INDEX TO EXHIBITS

Exhibit Number

Description of Document

Exhibit 3.1(a)Restated Articles of Incorporation, as amended through June 23, 1983 with attached amendments dated June 20, 1985, July 31, 1985 and June 16, 1988, incorporated herein by reference to Exhibit 5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 1993 (File No. 001-05807).
Exhibit 3.1(b)Amendment to Articles of Incorporation, dated June 17, 2004, incorporated herein by reference to Exhibit 3.1(b) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2007 (File No. 001-05807).
Exhibit 3.2Third Amended and Restated Bylaws of Ennis, Inc., dated April 17, 2014, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 21, 2014 (File No. 001-05807).
Exhibit 10.1Third Amendment and Consent to Second Amended and Restated Credit Agreement between Ennis, Inc., each of the other co-borrowers who are parties, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, Regions Bank, as Syndication Agent, Comerica Bank, as Documentation Agent and the other lenders who are parties, dated as of September 20, 2013 herein incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on September 20, 2013 (File No. 001-05807).
Exhibit 10.22004 Long-Term Incentive Plan, as amended and restated effective June 30, 2011, incorporated herein by reference to Appendix A of the Registrant’s Form DEF 14A filed on May 26, 2011.
Exhibit 10.3Amended and Restated Chief Executive Officer Employment Agreement between Ennis, Inc. and Keith S. Walters, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K file on January 20, 2009 (File No. 001-05807).
Exhibit 10.4Amended and Restated Executive Employment Agreement between Ennis, Inc. and Michael D. Magill, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on January 20, 2009 (File No. 001-05807).
Exhibit 10.5Amended and Restated Executive Employment Agreement between Ennis, Inc. and Ronald M. Graham, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on January 20, 2009 (File No. 001-05807).
Exhibit 10.6Amended and Restated Executive Employment Agreement between Ennis, Inc. and Richard L. Travis, Jr., effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on January 20, 2009 (File No. 001-05807).
Exhibit 10.7Amended and Restated Executive Employment Agreement between Ennis, Inc. and Irshad Ahmad, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K filed on January 20, 2009 (File No. 001-05807).
Exhibit 21Subsidiaries of Registrant
Exhibit 23Consent of Independent Registered Public Accounting Firm
Exhibit 31.1Certification Pursuant to Rule 13a-14(a)/15d-14(a) (Chief Executive Officer)
Exhibit 31.2Certification Pursuant to Rule 13a-14(a)/15d-14(a) (Chief Financial Officer)
Exhibit 32.1Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101The following information from Ennis, Inc.’s Annual Report on Form 10-K for the year ended February 29, 2016, filed on May 11, 2016, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.

E-1