☒ Quarterly 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

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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted 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 such files). Yes ☒ No ☐

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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of September ~~23, 2022,~~28, 2023, there were ~~25,836,392~~25,874,699 shares of the Registrant’s common stock outstanding.


	Three months ended						Six months ended						Three months ended					Six months ended
	August 31,						August 31,						August 31,					August 31,
	2022			2021			2022			2021			2023		2022			2023		2022
Net sales	$	111,233		$	100,451		$	218,900		$	197,381		$	106,760	$	111,233		$	218,054	$	218,900
Cost of goods sold		76,014			71,550			149,677			139,294			73,661		76,014			150,914		149,677
Gross profit		35,219			28,901			69,223			58,087			33,099		35,219			67,140		69,223
Selling, general and administrative		17,942			18,095			35,624			37,010			18,341		17,942			36,684		35,624
(Gain) loss from disposal of assets		—			1			—			(276	)
Loss from disposal of assets														52		—			52		—
Income from operations		17,277			10,805			33,599			21,353			14,706		17,277			30,404		33,599
Other expense
Interest expense		—			(2	)		-			(4	)
Other, net		(342	)		(146	)		(514	)		(258	)
Total other expense		(342	)		(148	)		(514	)		(262	)
Other income (expense)														577		(342	)		1,039		(514	)
Earnings before income taxes		16,935			10,657			33,085			21,091			15,283		16,935			31,443		33,085
Income tax expense		4,741			3,197			9,264			6,327			4,373		4,741			8,898		9,264
Net earnings	$	12,194		$	7,460		$	23,821		$	14,764		$	10,910	$	12,194		$	22,545	$	23,821
Weighted average common shares outstanding
Basic		25,797,097			26,080,121			25,805,419			26,055,056			25,886,058		25,797,097			25,858,154		25,805,419
Diluted		25,858,811			26,170,396			25,867,504			26,146,421			26,050,983		25,858,811			26,010,739		25,867,504
Earnings per share
Basic	$	0.47		$	0.29		$	0.92		$	0.57		$	0.42	$	0.47		$	0.87	$	0.92
Diluted	$	0.47		$	0.29		$	0.92		$	0.57		$	0.42	$	0.47		$	0.87	$	0.92
Cash dividends per share	$	0.250		$	0.250		$	0.500		$	0.475


											Accumulated																						Accumulated
					Additional						Other																Additional						Other
	Common Stock				Paid-in			Retained			Comprehensive			Treasury Stock									Common Stock				Paid-in			Retained			Comprehensive			Treasury Stock
																							Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Total
Balance May 31, 2023																								30,053,443	$	75,134	$	126,101		$	224,635		$	(13,717	)		(4,239,929	)	$	(74,472	)	$	337,681
Net earnings																								—		—		—			10,910			—			—			—			10,910
Adjustment to pension, net of deferred tax of $110																								—		—		—			—			333			—			—			333
Dividends paid ($0.25 per share)																								—		—		—			(6,463	)		—			—			—			(6,463	)
Stock based compensation																								—		—		685			—			—			—			—			685
Exercise of stock options and restricted stock																								—		—		(346	)		—			—			19,719			346			—
Balance August 31, 2023																								30,053,443	$	75,134	$	126,440		$	229,082		$	(13,384	)		(4,220,210	)	$	(74,126	)	$	343,146

Balance February 28, 2023																								30,053,443	$	75,134	$	125,887		$	219,459		$	(14,104	)		(4,266,835	)	$	(74,944	)	$	331,432
Net earnings																								—		—		—			22,545			—			—			—			22,545
Adjustment to pension, net of deferred tax of $239																								—		—		—			—			720			—			—			720
Dividends paid ($0.50 per share)																								—		—		—			(12,922	)		—			—			—			(12,922	)
Stock based compensation																								—		—		1,371			—			—			—			—			1,371
Exercise of stock options and restricted stock																								—		—		(818	)		—			—			46,625			818			—
Balance August 31, 2023																								30,053,443	$	75,134	$	126,440		$	229,082		$	(13,384	)		(4,220,210	)	$	(74,126	)	$	343,146
	Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Total
Balance May 31, 2022		30,053,443	$	75,134	$	123,862		$	203,158		$	(18,283	)		(4,283,874	)	$	(75,244	)	$	308,627			30,053,443	$	75,134	$	123,862		$	203,158		$	(18,283	)		(4,283,874	)	$	(75,244	)	$	308,627
Net earnings		—		—		—			12,194			—			—			—			12,194			—		—		—			12,194			—			—			—			12,194
Adjustment to pension, net of deferred tax of $160		—		—		—			—			480			—			—			480			—		—		—			—			480			—			—			480
Dividends paid ($0.25 per share)		—		—		—			(6,454	)		—			—			—			(6,454	)		—		—		—			(6,454	)		—			—			—			(6,454	)
Stock based compensation		—		—		469			—			—			—			—			469			—		—		469			—			—			—			—			469
Exercise of stock options and restricted stock		—		—		(300	)		—			—			17,039			300			—			—		—		(300	)		—			—			17,039			300			—
Balance August 31, 2022		30,053,443	$	75,134	$	124,031		$	208,898		$	(17,803	)		(4,266,835	)	$	(74,944	)	$	315,316			30,053,443	$	75,134	$	124,031		$	208,898		$	(17,803	)		(4,266,835	)	$	(74,944	)	$	315,316

Balance February 28, 2022		30,053,443	$	75,134	$	123,990		$	197,998		$	(18,587	)		(4,253,824	)	$	(74,720	)	$	303,815
Balance February 29, 2022																								30,053,443	$	75,134	$	123,990		$	197,998		$	(18,587	)		(4,253,824	)	$	(74,720	)	$	303,815
Net earnings		—		—		—			23,821			—			—			—			23,821			—		—		—			23,821			—			—			—			23,821
Adjustment to pension, net of deferred tax of $261		—		—		—			—			784			—			—			784			—		—		—			—			784			—			—			784
Dividends paid ($0.50 per share)		—		—		—			(12,921	)		—			—			—			(12,921	)		—		—		—			(12,921	)		—			—			—			(12,921	)
Stock based compensation		—		—		936			—			—			—			—			936			—		—		936			—			—			—			—			936
Exercise of stock options and restricted stock		—		—		(895	)		—			—			51,071			895			—			—		—		(895	)		—			—			51,071			895			—
Common stock repurchases		—		—		—			—			—			(64,082	)		(1,119	)		(1,119	)		—		—		—			—			—			(64,082	)		(1,119	)		(1,119	)
Balance August 31, 2022		30,053,443	$	75,134	$	124,031		$	208,898		$	(17,803	)		(4,266,835	)	$	(74,944	)	$	315,316			30,053,443	$	75,134	$	124,031		$	208,898		$	(17,803	)		(4,266,835	)	$	(74,944	)	$	315,316

Balance May 31, 2021		30,053,443	$	75,134	$	122,746		$	195,874		$	(19,983	)		(4,021,466	)	$	(70,319	)	$	303,452
Net earnings		—		—		—			7,460			—			—			—			7,460
Adjustment to pension, net of deferred tax of $95		—		—		—			—			298			—			—			298
Dividends paid ($0.25 per share)		—		—		—			(6,525	)		—			—			—			(6,525	)
Stock based compensation		—		—		636			—			—			—			—			636
Exercise of stock options and restricted stock		—		—		(266	)		—			—			15,198			266			—
Balance August 31, 2021		30,053,443	$	75,134	$	123,116		$	196,809		$	(19,685	)		(4,006,268	)	$	(70,053	)	$	305,321

Balance February 28, 2021		30,053,443	$	75,134	$	123,017		$	194,436		$	(20,282	)		(4,103,630	)	$	(71,756	)	$	300,549
Net earnings		—		—		—			14,764			—			—			—			14,764
Adjustment to pension, net of deferred tax of $199		—		—		—			—			597			—			—			597
Dividends paid ($0.475 per share)		—		—		—			(12,391	)		—			—			—			(12,391	)
Stock based compensation		—		—		1,802			—			—			—			—			1,802
Exercise of stock options and restricted stock		—		—		(1,703	)		—			—			97,362			1,703			—
Balance August 31, 2021		30,053,443	$	75,134	$	123,116		$	196,809		$	(19,685	)		(4,006,268	)	$	(70,053	)	$	305,321


	Six months ended						Six months ended
	August 31,						August 31,
		2022			2021			2023			2022
Cash flows from operating activities:
Net earnings	$	23,821		$	14,764		$	22,545		$	23,821
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		5,194			5,132			4,974			5,194
Amortization of intangible assets		3,513			4,164			3,867			3,513
Gain from disposal of assets		—			(276	)
Loss from disposal of assets								52			—
Bad debt expense, net of recoveries		393			159			235			393
Stock based compensation		936			1,802			1,371			936
Net pension expense		810			797			959			810
Changes in operating assets and liabilities:
Accounts receivable		(5,258	)		221			7,449			(5,258	)
Prepaid expenses and income taxes		(215	)		(84	)		(2,414	)		(215	)
Inventories		(9,853	)		(6,013	)		2,583			(9,853	)
Other assets		(426	)		(15	)		62			(426	)
Accounts payable and accrued expenses		2,805			4,296			(6,452	)		2,805
Other liabilities		35			(440	)		(297	)		35
Net cash provided by operating activities		21,755			24,507			34,934			21,755
Cash flows from investing activities:
Capital expenditures		(1,801	)		(2,108	)		(3,720	)		(1,801	)
Purchase of businesses, net of cash acquired		—			(3,922	)		(11,932	)		—
Proceeds from disposal of plant and property		—			825			12			—
Net cash used in investing activities		(1,801	)		(5,205	)		(15,640	)		(1,801	)
Cash flows from financing activities:
Dividends paid		(12,921	)		(12,391	)		(12,922	)		(12,921	)
Common stock repurchases		(1,119	)		—			—			(1,119	)
Net cash used in financing activities		(14,040	)		(12,391	)		(12,922	)		(14,040	)
Net change in cash		5,914			6,911			6,372			5,914
Cash at beginning of period		85,606			75,190			93,968			85,606
Cash at end of period	$	91,520		$	82,101		$	100,340		$	91,520

1. Significant Accounting Policies and General Matters

Basis of Presentation

These unaudited condensed consolidated financial statements of Ennis, Inc. and its subsidiaries (collectively referred to as the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our”) for the period ended August 31, ~~2022~~2023 have been prepared in accordance with generally accepted accounting principles in the United States of America ("~~GAAP~~'GAAP') and pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Accordingly, they do not include all of the information and footnotes required by ~~generally accepted accounting principles~~GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended February 28, ~~2022,~~2023, from which the accompanying consolidated balance sheet at February 28, ~~2022~~2023 was derived. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial information have been included and are of a normal recurring nature. The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the disclosure and reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates these estimates and judgments on an ongoing basis, including those related to bad debts, inventory valuations, property, plant and equipment, intangible assets, pension plan, accrued liabilities, and income taxes. The Company bases estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of operations for any interim period are not necessarily indicative of the results of operations for a full ~~year, especially in light of the uncertainties surrounding the impact of the novel coronavirus ("COVID-19") pandemic.~~year.

Recent Accounting Pronouncements

Recently Issued Accounting Updates

There are no recent accounting pronouncements that are anticipated to have a material impact on the Company's condensed consolidated financial statements.

2. Revenue

Nature of Revenues

~~Revenues~~Substantially all of the Company's revenue from contracts with customers ~~for~~consists of the sale of commercial printing products in the continental United States and is primarily recognized at a point in time in an amount that reflects the consideration 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 recognized upon the transfer of control to the customer, which is generally upon shipment to the customer when the terms of the sale are freight on board ("~~FOB~~"FOB") shipping point, or, to a lesser extent, upon delivery to the customer if the terms of the sale are FOB destination. Net sales represent gross sales invoiced to customer, less certain related charges, including sale tax, discounts, returns and other allowances. Returns, discounts and other allowances have historically been insignificant.

In a small number of cases and upon customer request, the Company prints and stores commercial printing product for customer specified future delivery, generally within the same year as the product is manufactured. In this case, revenue is recognized upon the transfer of control when manufacturing is complete and title and risk of ownership is passed to the customer. Storage revenue for certain customers may be recognized over time rather than at a point in time. As of the date of this report, the amount of storage revenue is not significant to the Company’s condensed consolidated financial statements. The output method for measure of progress is determined to be appropriate. The Company recognizes storage 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 condensed consolidated statements of operations. The Company does not have material contract assets and contract liabilities as of August 31, ~~2022.~~2023.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2023
(unaudited)

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

~~ENNIS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

FOR THE PERIOD ENDED AUGUST 31, 2022
(~~unaudited)~~

pricing agreements and customer incentive arrangements, which typically only affect the transaction price. Contracts do not contain a significant financing component as payment terms on invoiced amounts are typically between 30 to 60 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.

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.

3. 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 the United States. 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 the pooling of receivables based on risk assessment and then assessing a default probability to these pooled balances, which can be influenced by several factors including (i) current market conditions, (ii) historical experience, (iii) reasonable forecast, and (iv) review of customer receivable aging and payment trends.

The following table summarizes the components of accounts receivables as of the dates indicated (in thousands):


	August 31,	February 28,
	2023	2023
Trade Receivables, net of allowance for doubtful receivables	$41,284	$44,645
Vendor Rebates	2,468	4,354
Notes Receivable	4,463	4,508
	$48,215	$53,507

Accounts receivable at August 31, 2023 and February 28, 2023 includes a $4.4 million receivable related to the sale of an unused manufacturing facility. The note has a one-year maturity but the payments are calculated based on a 30-year amortization schedule with monthly payments until maturity, at which point the remaining balance will be due and owing. The note has a fixed interest rate of 5.9% per annum.

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 presents the activity in the Company’s allowance for doubtful receivables (in thousands):~~

Three months ended

Six months ended

August 31,

August 31,

2022

2021

2022

2021

Balance at beginning of period

$
1,335

$
954

$
1,200

$
961

Bad debt expense, net of recoveries

213

121

393

159

Accounts written off

(25
)

(59
)

(70
)

(104
)
Balance at end of period

$
1,523

$
1,016

$
1,523

$
1,016

6. 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 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 financing leases that include options to purchase or provisions that would automatically transfer ownership of the leased property to the Company.

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 six months ended August 31, ~~2022~~2023 and August 31, ~~2021.~~2022.

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~~directs 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 BBB Corporate Bond Rate at lease commencement date, as rates are not implicitly stated in most leases.

~~Components of lease expense for the three and six months ended August 31, 2022 and August 31, 2021 were as follows (in thousands):~~

Three months ended

Six months ended

August 31, 2022

August 31, 2021

August 31, 2022

August 31, 2021

Operating lease cost

$
1,515

$
1,595

$
3,028

$
3,234

Supplemental cash flow information related to leases was as follows:

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

$
1,517

$
1,586

$
3,028

$
3,216

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

Operating leases

$
—

$
838

$
806

$
3,441

1213

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, ~~2022~~2023
(unaudited)

August 31, 2022

August 31, 2021

Weighted Average Remaining Lease Terms

Operating leases

3 Years

4 Years

Weighted Average Discount Rate

Operating leases

3.63
%

3.66
%

Components of lease expense for the three and six months ended August 31, 2023 and August 31, 2022 were as follows (in thousands):


	Three months ended				Six months ended
	August 31, 2023		August 31, 2022		August 31, 2023		August 31, 2022
Operating lease cost	$	1,418	$	1,515	$	2,851	$	3,028

Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,421	$	1,517	$	2,862	$	3,028

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	779	$	—	$	779	$	806


Weighted Average Remaining Lease Terms
Operating leases	3 Years

Weighted Average Discount Rate
Operating leases		4.03	%

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


	Operating		Operating
	Lease		Lease
	Commitments		Commitments
2023 (remaining 6 months)	$	2,286
2024		4,592
2024 (remaining 6 months)			$	2,259
2025		3,827		5,044
2026		2,340		3,308
2027		1,074		1,486
2028		81		471
2029				92
Total future minimum lease payments	$	14,200	$	12,660
Less imputed interest		808		718
Present value of lease liabilities	$	13,392	$	11,942

7. Goodwill and 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 other intangible assets are tested for impairment at a reporting unit level. The annual impairment test of 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 reporting unit exceeds its carrying amount, including goodwill. Some of the qualitative factors used 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 more likely than not exceeds its carrying 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,

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2023
(unaudited)

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 evaluation results in the fair value of the goodwill for the reporting unit being lower than the carrying value, an impairment charge is recorded.

~~ENNIS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

FOR THE PERIOD ENDED AUGUST 31, 2022
(~~unaudited)~~

Definite-lived intangible assets are amortized over their estimated useful lives and tested for impairment if events or changes in circumstances indicate that the asset may be impaired.

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


	Weighted								Weighted
	Average								Average
	Remaining		Gross						Remaining		Gross
	Life		Carrying		Accumulated				Life		Carrying		Accumulated
As of August 31, 2022	(in years)		Amount		Amortization		Net
Amortized intangible assets
As of August 31, 2023									(in years)		Amount		Amortization		Net
Definite-lived intangible assets
Trademarks and trade names		10.6	$	28,207	$	11,291	$	16,916		7.8	$	30,204	$	13,342	$	16,862
Customer lists		5.5		77,033		51,404		25,629		5.6		82,544		56,777		25,767
Non-compete		2.9		235		149		86		2.3		220		160		60
Technology										6.3		650		70		580
Total		7.5	$	105,475	$	62,844	$	42,631		6.5	$	113,618	$	70,349	$	43,269

As of February 28, 2022
Amortized intangible assets
As of February 28, 2023
Definite-lived intangible assets
Trademarks and trade names		11.0	$	28,207	$	10,301	$	17,906		10.1	$	28,977	$	12,294	$	16,683
Customer lists		6.1		76,458		48,903		27,555		5.4		80,733		54,020		26,713
Non-compete		3.3		877		769		108		2.7		210		145		65
Technology										6.7		650		23		627
Total		8.0	$	105,542	$	59,973	$	45,569		7.2	$	110,570	$	66,482	$	44,088

Aggregate amortization expense was $2.0 million and $3.9 million for the three and six months ended August 31, 2023, respectively and $1.7 million and $3.5 million for the three and six months ended August 31, 2022, ~~respectively, and $2.1~~ ~~million and $4.2~~ ~~million for the three and six months ended August 31, 2021,~~ respectively.

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


2023	$	7,050
2024		7,032	$	7,781
2025		6,859		7,684
2026		6,243		7,063
2027		5,160		5,980
2028				4,484

Changes in the net carrying amount of goodwill as of the dates indicated are as follows (in thousands):

Balance as of March 1, 2021

$
88,647

Goodwill acquired

30

Balance as of February 28, 2022

88,677

Balance as of August 31, 2022

$
88,677


Balance as of March 1, 2022		88,677
Goodwill acquired		3,142
Balance as of February 28, 2023		91,819
Goodwill acquired		398
Balance as of August 31, 2023	$	92,217

During fiscal year ~~2022, an adjustment of~~2024, $~~0.5~~ ~~million to reduce goodwill related to the Infoseal acquisition, and $0.5~~ ~~million and less than $0.1~~0.2 million was added to goodwill related to the acquisition of ~~AmeriPrint~~Stylecraft and ~~Superior Copies, respectively.~~$0.2 million was added to goodwill related to the acquisition of UMC. During fiscal year 2023, $3.1 million was added to goodwill related to the acquisition of SPM.

1415

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, ~~2022~~2023
(unaudited)

8. Accrued Expenses

The following table summarizes the components of accrued expenses as of the dates indicated (in thousands):


	August 31, 2022		February 28, 2022		August 31, 2023		February 28, 2023
Employee compensation and benefits	$	13,218	$	11,587	$	13,292	$	14,823
Taxes other than income		1,952		947		2,092		1,154
Accrued legal and professional fees		392		251		358		376
Accrued interest		18		31
Accrued utilities		108		108		108		129
Accrued acquisition related obligations		12		34		200		-
Income taxes payable		2,570		1,606		512		552
Other accrued expenses		858		858		1,093		1,033
	$	19,128	$	15,422	$	17,655	$	18,067

9. Long-Term Debt

~~The Company did not renew its Credit Agreement which expired~~ ~~November 11, 2021. The Company has had~~ no ~~outstanding long-term debt under the revolving credit line since paid in full in August 2019.~~ As of August 31, ~~2022,~~2023, the Company had $~~0.6~~0.5 million outstanding under a standby letters of credit arrangement secured by a cash collateral bank account.

10. Shareholders’ Equity

The Company’s board of directors (the "Board") has authorized the repurchase of the Company’s outstanding common stock through a stock repurchase program, which authorized amount is currently up to $60.0 million in the aggregate. Under the repurchase program, 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.

~~During~~There were no repurchases of common stock during the ~~six months~~six-month period ended August 31, ~~2022, the Company repurchased~~ ~~64,082~~ ~~shares of common stock under the program at an average price of $17.46~~.2023. Since the program’s inception in October 2008, there have been 2,213,111 common shares repurchased at an average price of $16.29 per share. As of August 31, ~~2022,~~2023, $23.9 million remained available to repurchase shares of the Company’s common stock under the program.

11. Stock Based Compensation

The Company grants stock options, restricted stock and restricted stock units ("~~RSU’s~~RSUs") to key executives and managerial employees and non-employee directors. Prior to June 30, 2021, the Company had one stock 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 (the "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 and~~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 August 31, ~~2022,~~2023, the Company has ~~977,277~~815,872 shares of unissued common stock reserved under the New Plan for issuance and uses treasury stock to satisfy option exercises and restricted stock awards.

The Company recognizes compensation expense for stock options and restricted stock grants based on the grant date fair value of the award for stock options, restricted stock grants and RSUs on a straight-line basis over the requisite service period. The estimated number of shares to be achieved for performance based RSUs is updated each reporting period. For the three months ended August 31, ~~2022~~2023 and August 31, ~~2021,~~2022, the Company included in selling, general and administrative expenses, compensation expense related to ~~share-based~~stock-based compensation of $~~0.5~~0.7 million and $~~0.9~~0.5 million, respectively. For the six months ended August 31, ~~2022~~2023 and August 31, ~~2021 the Company included in~~

1516

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, ~~2022~~2023
(unaudited)

2022, the Company included in selling, general and administrative expenses, compensation expense related to ~~share-based~~stock-based compensation of $1.4 million and $0.9 million, ~~and $~~respectively.~~1.8~~ ~~million, respectively~~

Stock Options

The Company had the following stock option activity for the six months ended August 31, 2023. noNo ~~outstanding vested or unvested~~ stock options ~~at any time~~were outstanding during the six months ended August 31, ~~2022~~2022.


					Weighted
			Weighted		Average		Aggregate
	Number		Average		Remaining		Intrinsic
	of Shares		Exercise		Contractual		Value(a)
	(exact quantity)		Price		Life (in years)		(in thousands)
Outstanding at March 1, 2023		—	$	—		—		—
Granted		52,500		19.88
Terminated		—		—
Exercised		—		—
Outstanding at August 31, 2023		52,500	$	19.88		10		75
Exercisable at August 31, 2023		—		—		—		—

The following is a summary of the assumptions used and ~~August 31, 2021.~~ Nothe weighted average grant-date fair value of the stock options ~~were~~ granted during the six months ended August 31, ~~2022 and~~2023.


		August 31,
		2023
Expected volatility		19.55%
Expected term (years)		3
Risk free interest rate		3.87%
Dividend Yield		4.94%

Weighted average grant-date fair value		$2.47

A summary of the status of the Company’s unvested stock options at August 31, ~~2021.~~2023 and the changes during the six months ended August 31, 2023 are presented below:


		Weighted
		Average
	Number	Grant Date
	of Options	Fair Value
Unvested at March 1, 2023	—	—
New grants	52,500	2.47
Vested	—	—
Forfeited	—	—
Unvested at August 31, 2023	52,500	2.47

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2023
(unaudited)

As of August 31, 2023, there was $0.1 million 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 2.7 years.

Restricted Stock

The following activity occurred with respect to the Company’s restricted stock awards for the six months ended August 31, ~~2022 of which~~ ~~22,000~~ ~~shares were granted under the New Plan:~~2023:


				Weighted					Weighted
				Average					Average
	Number of			Grant Date		Number of			Grant Date
	Shares			Fair Value		Shares			Fair Value
Outstanding at March 1, 2022		67,164		$	18.73
Outstanding at March 1, 2023							49,783		$	18.99
Granted		22,000			19.78		21,672			20.31
Terminated		—			—		—			—
Vested		(39,381	)		19.00		(29,324	)		18.36
Outstanding at August 31, 2022		49,783		$	18.99
Outstanding at August 31, 2023							42,131		$	20.11

The total fair value of shares vested during the six months ended August 31, 2023 and August 31, 2022 was $0.6 million and $0.7 million, respectively.

As of August 31, ~~2022,~~2023, the total remaining unrecognized compensation cost related to unvested restricted stock was approximately $~~1.3~~0.8 million. The weighted average remaining requisite service period of the unvested restricted stock awards was ~~1.9~~2.2 years.

Restricted Stock Units

During the six months ended August 31, ~~2022,~~2023, ~~12,954~~no ~~performance-based RSUs and~~ ~~3,238~~ ~~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 $17.90~~ ~~per unit.~~grant. 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 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 activity occurred with respect to the Company’s restricted stock units for the six months ended August 31, ~~2022:~~2023:


	Time-based					Performance-based				Time-based					Performance-based
				Weighted				Weighted					Weighted				Weighted
				Average				Average					Average				Average
	Number of			Grant Date		Number of		Grant Date		Number of			Grant Date		Number of		Grant Date
	Shares			Fair Value		Shares		Fair Value		Shares			Fair Value		Shares		Fair Value
Outstanding at March 1, 2022		35,071		$	20.38		140,287	$	23.17
Outstanding at March 1, 2023											33,274		$	20.11		233,819	$	23.17
Granted		3,238			17.90		12,954		23.17		—			—		—		—
Terminated		—			—		—		—		—			—		—		—
Vested		(11,690	)		20.38		—		—		(16,635	)		20.11		—		—
Outstanding at August 31, 2022		26,619		$	20.08		153,241	$	23.17
Outstanding at August 31, 2023											16,639		$	20.11		233,819	$	23.17

The total fair value of shares vested during the six months ended August 31, 2023 and August 31, 2022 was $0.3 million and $0.2 million, respectively.

As of August 31, ~~2022,~~2023, the total remaining unrecognized compensation cost of time-based RSUs was approximately $~~0.4~~0.2 million over a weighted average remaining requisite service period of ~~1.8~~1.0 years. As of August 31, ~~2022,~~2023, the total remaining unrecognized compensation of performance-based RSUs was approximately $~~2.0~~1.2 million over a weighted average remaining requisite service period of ~~1.7~~1.3 years.

13. Earnings Per Share

Basic earnings per share have been computed by dividing net earnings by the weighted average number of common shares outstanding during the applicable period. Diluted earnings per share reflect the potential dilution that could occur if stock options, performance-based ~~RSU's~~RSUs 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 per share for the periods indicated:


	Three months ended		Six months ended		Three months ended				Six months ended
	August 31,		August 31,		August 31,				August 31,
	2022	2021	2022	2021	2023		2022		2023		2022
Basic weighted average common shares outstanding	25,797,097	26,080,121	25,805,419	26,055,056		25,886,058		25,797,097		25,858,154		25,805,419
Effect of dilutive RSUs	61,714	90,275	62,085	91,365
Effect of dilutive stock options, restricted stock and RSUs						164,925		61,714		152,585		62,085
Diluted weighted average common shares outstanding	25,858,811	26,170,396	25,867,504	26,146,421		26,050,983		25,858,811		26,010,739		25,867,504
Earnings per share
Net earnings - basic	$0.47	$0.29	$0.92	$0.57	$	0.42	$	0.47	$	0.87	$	0.92
Net earnings - diluted	$0.47	$0.29	$0.92	$0.57	$	0.42	$	0.47	$	0.87	$	0.92
Cash dividends	$0.250	$0.250	$0.500	$0.475
Cash dividends per share					$	0.25	$	0.25	$	0.50	$	0.50

~~ENNIS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

FOR THE PERIOD ENDED AUGUST 31, 2022
(~~unaudited)~~

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 per share. Our unvested restricted shares participate on an equal basis with common shares; therefore, there is no difference in undistributed earnings allocated to each participating security. Accordingly, the presentation above is prepared on a combined basis. At August 31, 2023, 52,500

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2023
(unaudited)

shares related to outstanding stock options were not included in the computation of earnings per diluted share as they were considered anti-dilutive. No options were outstanding for the six months ended August 31, ~~2022 and August 31, 2021.~~2022.

On September ~~16, 2022~~15, 2023, the Board declared a quarterly dividend on the Company's common stock of 25.0 cents per share, which will be paid on November ~~4, 2022~~3, 2023 to shareholders of record as of October ~~7, 2022~~6, 2023. The expected payout for this dividend is approximately $6.5 million.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read together with the unaudited consolidated financial statements and related notes of Ennis, Inc. (collectively with its subsidiaries, the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our”), included in Part 1, Item 1 of this report, and with the audited consolidated financial statements and the related notes of the Company included in our Annual Report on Form 10-K for the fiscal year ended February 28, ~~2022.~~2023.

All of the statements in this report, other than historical facts, are forward-looking statements, including, without limitation, the statements made in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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, the Company 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 the Company. 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. The Company 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 the Company 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 and 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 (including energy, freight, labor and benefit 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 business operations, our workforce, our 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 internet and other electronic media on the demand for forms and printed materials; the impact of foreign competition, tariffs, trade regulations and import restrictions; 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; our ability to identify, manage or integrate ~~acquisitions; and changes in government regulations including measures intended to minimize the impact of COVID-19.~~acquisitions.; In addition to the factors indicated above, you should carefully consider the risks described in and incorporated by reference herein and in the risk factors in our Annual Report on Form 10-K for the fiscal year ended February 28, ~~2022~~2023 before making an investment in our common stock.

Ennis, Inc. (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. We and our subsidiaries print and manufacture a broad line of business forms and other business products. We distribute business products and forms throughout the United States primarily through independent 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.

~~For a discussion regarding the impact of the ongoing COVID-19 pandemic on our business, please see~~ ~~Business Challenges—COVID-19 Pandemic and~~ ~~Results of Operations,~~ ~~below.~~

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.

We are in the business of manufacturing, designing, and selling business forms and other printed business products primarily to distributors located in the United States. We operate 5557 manufacturing plants throughout the United States in 20 strategically located states as one reportable segment. Approximately 96% of the business products we 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 we 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®, Royal Business Forms®, Block Graphics®, 360º Custom LabelsSM, ColorWorx®, Enfusion®, Uncompromised Check Solutions®, VersaSeal®, Ad ConceptsSM, FormSource LimitedSM, Star Award Ribbon Company®, Witt Printing®, B&D Litho®, Genforms®, PrintGraphics®, Calibrated Forms®, PrintXcel®, Printegra®, Forms ManufacturersSM, Mutual Graphics®, TRI-C Business FormsSM, Major Business SystemsSM, Independent PrintingSM, Hoosier Data Forms®, Hayes Graphics®, Wright Business GraphicsSM, Wright 360SM, Integrated Print & GraphicsSM, the Flesh CompanySM, Impressions DirectSM ~~and Ameriprint~~, AmeriPrintSM., StylecraftSM and UMC PrintSM; We also sell the Adams McClure® brand (which provides Point of Purchase ~~advertising for large franchise and fast food chains as well as kitting and fulfillment)~~advertising); the Admore®, Folder Express®, and 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®, Kay Toledo Tag®, and Special Service Partners® (SSP) (which provides custom and stock tags and labels); Trade Envelopes®, 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); InfosealSM and PrintXcel® (which provide custom and stock pressure seal documents). 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 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). 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 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 distributors.

There are a number of competitors that operate in this segment, ranging in size from single employee-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 distributors, including business forms distributors, resellers, direct mail, commercial printers, payroll and accounts payable software companies, and advertising agencies.

Raw materials principally consist of a wide variety of weights, widths, colors, sizes, and qualities of paper for business products purchased primarily from 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 factors in quarterly volume fluctuations.

On June ~~1, 2021,~~2, 2023, we acquired the assets and business of ~~AmeriPrint~~UMC Print in ~~Harvard, Illinois.~~Overland Park, Kansas. The acquisition of ~~AmeriPrint,~~UMC Print, which prior to the acquisition generated approximately ~~$6.5~~$16 million in sales for its fiscal year ended December 31, ~~2020, brings added~~2022, adds strategic locations and capabilities ~~and expertise~~ to drive growth with our ~~expanding product offering including barcoding and variable imaging.~~distributor partners.

On May 23, 2023 we acquired the real estate and operations of Stylecraft Printing Company in Canton, Michigan which prior to the acquisition generated approximately $7.0 million in sales for its fiscal year ended December 31, 2022. Stylecraft is a trade only printer since 1967 specializing in business forms, integrated products and commercial printing.

On November 30, 2022, we acquired the net assets and business from School Photo Marketing ("SPM") in Morganville, New Jersey, which prior to the acquisition generated approximately $5.9 million in sales for its fiscal year ended December 31, 2021. SPM provides printing, yearbook publishing and marketing related services to over 1,400 school and sports photographers servicing schools around the country.

Our industry 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-printed documents and customer communications. Improved equipment has become more accessible to our competitors. We face highly competitive conditions throughout our supply chain in a price-competitive print industry. The challenges of our business include the following:

COVID-19 Pandemic and Inflation – ~~The global spread of the novel strain of COVID-19 has~~Our sales were significantly impacted ~~health and~~by economic conditions ~~throughout the United States and the world, including the markets in which we operate. Beginning in March 2020 in response to the sales impact of~~driven by the COVID-19 pandemic ~~we made modifications~~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 ~~cost structure by reducing employee cost, ceasing operations at an under-utilized facility, as well as exiting two facilities with expiring leases~~improved performance in fiscal year 2022 and ~~moving production to our other facilities. The Company saw economic improvement~~2023. To date in fiscal 2024, we have seen improvements in delivery times and lower inflation than what we experienced during fiscal year ~~ending February 28, 2022 and we continue~~2023. While the markets appear to ~~see strong demand for our product. Although~~have recovered from the ~~U.S. economy has gained in recovery, it continues to be significantly impacted by~~more direct negative impacts of the pandemic, the longer term effects of the pandemic, including supply chain disruptions ~~labor shortages,~~ and ~~shifting demand.~~

~~There continue to be significant uncertainties associated with the COVID-19 pandemic. And the full extent~~inflationary pressures, are unknown and could have a material adverse effect on our business, results of ~~the impact of the COVID-19 pandemic on the Company’s operational~~operations and financial performance is currently uncertain and will depend on many factors outside the Company’s control discussed under the caption, “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended February 28, 2022. For further information, please see “Cautionary Note Regarding Forward-Looking Statements,” above and “Risk Factors” contained within our Annual Report on Form 10-K for the fiscal year ended February 28, 2022.

results. We will continue to monitor incoming order volume as well as rising raw material and other input costs so that we can proactively adjust our pricing and costs accordingly.

Transformation of our portfolio of products – While 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. While currently the pandemic has not materially impacted our liquidity and it is not currently expected to, a protracted delay or reversal in the economy recovering could have a negative impact on our continued ability to make the aforementioned investments or to consummate acquisitions.

Production capacity and price competition within our industry – ~~Changes~~In 2022 there was a build-up of paper mill’s customer inventory and 2023 data shows an inventory correction in reduced spending. Paper mill shipments were down across the ~~value~~board through the first half of 2023 as buyers worked through elevated inventories of their products. Uncoated Free Sheet and Coated Free Sheet shipments through the ~~U.S. dollar can~~first half of 2023 sustained levels near 2020 COVID lows when the government implemented mandatory lockdowns. Producers have ~~a significant impact on~~responded to 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~~sluggish demand conditions with heavy downtime rather than permanent closures keeping prices mostly stable. Foreign imports have ~~over domestic suppliers, which typically results in lower~~fallen from previous years as demand 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.~~

As the economy has improved, demand has increased for coated and uncoated freesheet papers which has reduced the excess inventory in the market. It is unclear whether this is a temporary situation or if conditions could stretch for a more extended amount of time. Regardless of these factors, many of which are cyclical, we continue to believe paper pricing willlow. While margins remain ~~in a range which will not unfavorably impact our margins. Additionally, the possibility of paper shortages in the market is not a major concern~~under pressure due to ~~our primary material supplier’s commitment to~~ the ~~Company. Consistent with our historical practice,~~resulting weak volumes, we intend to continue to focus on effectively managing and controlling our product costs through the use of forecasting, production and costing 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 are distributors, many of which are consolidating or are being acquired by competitors. We continue to maintain a majority of the 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 sales.

For further information, please see “Cautionary Statement Regarding Forward-Looking Statements,” above and “Risk Factors” contained within our Annual Report on Form 10-K for the fiscal year ended February 28, 2023.

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. Our Annual Report on Form 10-K for the year ended February 28, ~~2022,~~2023, includes a description of certain critical accounting ~~policies,~~estimates, including those with respect to the pension plan, goodwill and other intangible assets, revenue recognition ~~inventories~~ and ~~income taxes,~~inventories, which we believe are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates. ~~There~~During the quarter ended August 31, 2023, there have been no material changes to the critical accounting ~~policies, significant judgements and~~ estimates described in our Annual Report on Form 10-K for the year ended February 28, ~~2022.~~2023.

There are no recent accounting pronouncements that are anticipated to have a material impact on our consolidated financial statements.

The following discussion provides information which we believe is relevant to understanding our results of operations and financial condition. The discussion and analysis should be read in conjunction with the accompanying interim unaudited consolidated financial statements and notes ~~thereto, which are incorporated herein by reference.~~included in this filing. The operating results of the Company for the three and six months ended August 31, ~~2022~~2023 and the comparative period for ~~2021~~2022 are set forth in the unaudited consolidated financial information included in the tables below.


Unaudited Consolidated Statements of	Three Months Ended August 31,										Six Months Ended August 31,										Three Months Ended August 31,									Six Months Ended August 31,
Operations - Data (in thousands)	2022					2021					2022					2021					2023				2022					2023				2022
Net sales	$	111,233		100.0	%	$	100,451		100.0	%	$	218,900		100.0	%	$	197,381		100.0	%	$	106,760	100.0	%	$	111,233		100.0	%	$	218,054	100.0	%	$	218,900		100.0	%
Cost of goods sold		76,014		68.3			71,550		71.2			149,677		68.4			139,294		70.6			73,661	69.0			76,014		68.3			150,914	69.2			149,677		68.4
Gross profit margin		35,219		31.7			28,901		28.8			69,223		31.6			58,087		29.4			33,099	31.0			35,219		31.7			67,140	30.8			69,223		31.6
Selling, general and administrative		17,942		16.1			18,095		18.0			35,624		16.3			37,010		18.8			18,341	17.2			17,942		16.1			36,684	16.8			35,624		16.3
(Gain) loss from disposal of assets		—		—			1		—			—		—			(276	)	(0.1	)
Loss from disposal of assets																						52	—			—		—			52	—			—		—
Income from operations		17,277		15.5			10,805		10.8			33,599		15.3			21,353		10.8			14,706	13.8			17,277		15.5			30,404	13.9			33,599		15.3
Other expense		(342	)	(0.3	)		(148	)	(0.1	)		(514	)	(0.2	)		(262	)	(0.1	)
Other income (expense)																						577	0.5			(342	)	(0.3	)		1,039	0.5			(514	)	(0.2	)
Earnings before income taxes		16,935		15.2			10,657		10.6			33,085		15.1			21,091		10.7			15,283	14.3			16,935		15.2			31,443	14.4			33,085		15.1
Provision for income taxes		4,741		4.3			3,197		3.2			9,264		4.2			6,327		3.2			4,373	4.1			4,741		4.3			8,898	4.1			9,264		4.2
Net earnings	$	12,194		11.0	%	$	7,460		7.4	%	$	23,821		10.9	%	$	14,764		7.5	%	$	10,910	10.2	%	$	12,194		11.0	%	$	22,545	10.3	%	$	23,821		10.9	%

Three months ended August 31, ~~2022~~2023 compared to three months ended August 31, ~~2021~~2022

Net Sales. Our net sales were ~~$111.2~~$106.8 million for the quarter ended August 31, ~~2022,~~2023, compared to ~~$100.5~~$111.2 million for the same quarter in the prior year, ~~an increase~~a decrease of ~~$10.7~~$4.4 million, or ~~10.6%~~-4.0%. Our ~~net sales increased $3.5~~recent acquisitions added approximately $6.5 million ~~or 3.2% on~~in revenues to the quarter ended August 31, 2023 compared to the quarter ended August 31, 2022. The increase in revenue from acquisitions were offset by a ~~sequential quarter basis as well, from $107.7~~$10.9 million decline in revenue for the quarter ended ~~May~~August 31, 2023 compared to the quarter ended August 31, 2022, ~~to $111.2 million for the current quarter. Our net sales increased~~ due to ~~continued strong customer demand for~~volume decline as some of our ~~products~~print partners have experienced slowness in their sales and ~~increased pricing~~reduced their outsourced work to ~~cover inflationary costs.~~us.

Cost of Goods Sold and Gross Profit Margin. ~~Our~~As a result of decreased sales volume, our cost of goods sold ~~increased $4.4~~decreased $2.3 million, or ~~6.1%~~3.0%, from ~~$71.6 million for the three months ended August 31, 2021 to~~ $76.0 million for the three months ended August 31, ~~2022.~~2022 to $73.7 million for the three months ended August 31, 2023. Our gross profit was ~~$35.2~~$33.1 million or 31.0% of revenue for the quarter ended August 31, ~~2022~~2023 compared to ~~$28.9~~$35.2 million or 31.7% of revenue for the same quarter in the prior year. ~~We made pricing adjustments to cover inflationary costs and improved operational efficiencies all of which contributed to improve our~~Our gross profit margin for the quarter of 31.0% is within our target range and showed improvement of 40 basis points from 30.6% in the immediately preceding quarter ending May 31, 2023 and declined 70 basis points to 31.0% compared to 31.7% in the ~~second quarter~~same prior year quarter. Our gross profit margin as a percentage of ~~2022 compared to 31.6% from our sequential quarter and improved from~~sales was higher in the prior ~~year’s second~~year quarter ending August 31, 2022 due to a higher absorption of ~~28.8%.~~fixed costs driven from greater volumes shipped.

Selling, general, and administrative expense. For the three months ended August 31, ~~2022,~~2023, our selling, general, and administrative ("SG&A") expenses were ~~$17.9~~$18.3 million compared to ~~$18.1~~$17.9 million for the three months ended August 31, ~~2021, a decrease~~2022, an increase of ~~$0.2~~$0.4 million, or ~~1.1%~~2.2%. As a percentage of net sales, SG&A expenses for the current quarter were ~~16.1%~~17.2% and ~~18.0%~~16.1% for the three months ended August 31, ~~2022~~2023 and August 31, ~~2021,~~2022, respectively. ~~The decrease~~Our recent acquisitions added $0.9 million in SG&A ~~costs were a result of savings from operational efficiencies and~~expenses during the ~~consolidation of our underperforming manufacturing facilities in the prior year.~~quarter.

Gain from disposal of assets. The ~~$1,000~~$0.5 million net loss from disposal of assets during the ~~prior year quarter is~~three-month period ended August 31, 2023 was primarily attributed to the sale of equipment.

Income from operations. Primarily due to factors described above, our income from operations for the three months ended August 31, ~~2022~~2023 was ~~$17.3~~$14.7 million, or ~~15.5%~~13.8% of net sales, as compared to ~~$10.8~~$17.3 million, or ~~10.8%~~15.5 % of net sales, for the three months ended August 31, ~~2021.~~2022. Income from operations ~~increased~~declined on a sequential quarter basis by $1.0 million ~~from $16.3~~and was $15.7 million for the quarter ended May 31, ~~2022.~~2023.

Other ~~expense.~~income (expense). Other income was $0.6 million for the three months ended August 31, 2023 compared to other expense ~~was~~of $0.3 million for the three months ended August 31, ~~2022 compared to other expense of $0.1~~2022. Our increase in income was primarily from an increase in interest income from higher interest rates in the current quarter, $0.9 million for the three months ended August 31, ~~2021.~~2023 compared to $0.07 million for the three months ended August 31, 2022. .

Provision for income taxes. Our effective tax rate was ~~28.0%~~28.6% and 28.3% for the three months ended August 31, ~~2022 as compared to 30.0% for the three months ended~~2023 and August 31, 2021. The primary reason for the decrease in the effective tax rate is permanent non-deductible expense resulting from final distributions in the prior year from our deferred compensation plan which was terminated in November 2020.2022, respectively.

Net earnings. Net earnings, due to the factors above, were ~~$12.2~~$10.9 million for the three months ended August 31, ~~2022~~2023 as compared to ~~$7.5~~$12.2 million for the comparable quarter in the prior ~~year, an increase of $4.7 million.~~year. Net earnings per diluted share for the three months ended August 31, ~~2022 was $0.47,~~2023 were $0.42, compared to ~~$0.29~~$0.47 for the same quarter in the prior year. Our recent acquisitions added approximately $0.02 in diluted earnings per share for the quarter offset by sales volume decline.

Six months ended August 31, ~~2022~~2023 compared to six months ended August 31, ~~2021~~2022

Net Sales. Our net sales were ~~$218.9~~$218.1 million for the six-month period ended August 31, ~~2022,~~2023, compared to ~~$197.4~~$218.9 million for the same period last year, ~~an increase~~a decrease of ~~$21.5~~$0.8 million, or ~~10.9%~~0.4%. ~~We attribute~~Our recent acquisitions added approximately ~~40% of~~$10.6 million in revenues for the increased revenues to additional volume and 60% to price increases to cover inflation. AmeriPrint, our acquisition completed on June 1, 2021, positively impacted our net sales by approximately $1.9 million during the currentsix-month period ended August 31, 2023 compared to the ~~same~~six month period ~~last year. Our net sales increased~~ended August 31, 2022. These increases were offset by a $11.4 million reduction in revenue from our legacy business due to ~~continued strong customer demand for~~volume decline as some of our ~~products~~print partners have experienced slowness in their sales and ~~increase in pricing~~reduced their outsourced work to ~~cover inflationary costs.~~us.

Cost of Goods Sold and Gross Profit Margin. Our cost of goods sold increased ~~$10.4~~$1.2 million, or ~~7.5%~~0.8%, from ~~$139.3 million for the six months ended August 31, 2021 to~~ $149.7 million for the six months ended August 31, ~~2022.~~2022 to $150.9 million for the six months ended August 31, 2023. Our gross profit was ~~$69.2~~$67.1 million for the six-month period ended August 31, ~~2022~~2023 compared to ~~$58.1~~$69.2 million for the same period in the prior year. ~~We made pricing adjustments to cover inflationary costs and improved operational efficiencies all of which contributed to improve our~~Our gross profit margin ~~to 31.6%~~of 30.8% for the current six-month period, decreasing from the prior year six-month period of ~~29.4%.~~31.6%, is within our target range. Our gross profit margin as a percentage of sales was higher in the prior year six month period ending August 31, 2022 due to a higher absorption of fixed costs driven from greater volumes shipped.

Selling, general, and administrative expense. For the six months ended August 31, ~~2022,~~2023, our SG&A expenses were ~~$35.6~~$36.7 million compared to ~~$37.0~~$35.6 million for the six months ended August 31, ~~2021, a decrease~~2022, an increase of ~~$1.4~~$1.1 million, or ~~3.8%~~3.1%. As a percentage of net sales, SG&A expenses for the period were ~~16.3%~~16.8% and ~~18.8%~~16.3% for the six months ended August 31, ~~2022~~2023 and August 31, ~~2021,~~2022, respectively. ~~The decrease~~Our recent acquisitions added $1.4 million in SG&A ~~costs was a result of savings from operational efficiencies~~expenses during the current six-month period. We continue to look for ways to more fully leverage our SG&A expenses, and to reduce SG&A expenses following acquisitions through the ~~consolidation~~implementation of our ~~underperforming manufacturing facilities in~~systems and processes, which allows us to integrate many of the ~~prior year.~~acquired companies’ back-office processes.

Gain from disposal of assets. The ~~$0.3~~$0.05 million net ~~gain~~loss from disposal of assets during the six-month period ended August 31, ~~2021~~2023 was primarily attributed to the sale of ~~a previously held-for-sale facility that had transferred its operations to another facility.~~equipment.

Income from operations. Primarily due to factors described above, our income from operations for the six months ended August 31, ~~2022~~2023 was ~~$33.6~~$30.4 million, or ~~15.3%~~13.9% of net sales, as compared to ~~$21.4~~$33.6 million, or ~~10.8%~~15.3% of net sales, for the six months ended August 31, ~~2021.~~2022.

Other ~~expense.~~income (expense). Other income was $1.0 million for the six months ended August 31, 2023 compared to expense ~~was~~of $0.5 million for the six months ended August 31, ~~2022 compared to expense of $0.3~~2022. Our increase in income was primarily from an increase in interest income from higher interest rates in the current period, $1.7 million for the six months ended August 31, ~~2021.~~2023 compared to $0.09 million for the six months ended August 31, 2022..

Provision for income taxes. Our effective tax rate was 28.3% and 28.0% for the six months ended August 31, ~~2022 as compared to 30.0% for the six months ended~~2023 and August 31, 2021. The primary reason for the decrease in the effective tax rate is permanent non-deductible expense resulting from final distributions in the prior year from our deferred compensation plan which was terminated in November 2020.2022, respectively.

Net earnings. Net earnings, due to the factors above, were ~~$23.8~~$22.5 million for the six months ended August 31, ~~2022~~2023 as compared to ~~$14.8~~$23.8 million for the comparable period in the prior year, ~~an increase~~a decrease of ~~$9.0~~$1.3 million. Net earnings per diluted share for the six months ended August 31, ~~2022~~2023 was ~~$0.92,~~$0.87, compared to ~~$0.57~~$0.92 for the same period in the prior year. Our recent acquisitions added approximately $0.06 in diluted earnings per share for the six-month period offset by sales volume decline.

We rely on our cash flows generated from operations to meet all cash requirements of our business. The primary cash requirements of our business are payments to vendors in the normal course of business, capital expenditures, compensation obligations and the payment of dividends to our shareholders. We ~~expect~~have no debt and anticipate timely access to ~~generate sufficient~~credit should larger acquisition opportunities materialize. We believe that our current cash balance of $100.3 million and cash flows from operations ~~necessary~~should be adequate to cover the next twelve months and beyond of our operating and capital ~~requirements for the foreseeable future. We believe our strong liquidity position will help us mitigate the ongoing adverse impacts of COVID-19.~~requirements.

Working Capital. On August 31, ~~2022,~~2023, we had ~~$91.5~~$100.3 million in cash. During the period, our cash position increased by ~~$5.9~~$6.4 million and our working capital increased ~~$18.6~~$7.9 million or ~~14.5%~~5.1%, from ~~$127.8~~$155.4 million at February 28, ~~2022~~2023 to ~~$146.4~~$163.3 million at August 31, ~~2022.~~2023. Our current ratio, calculated by dividing our current assets by our current liabilities, increased from ~~4.4~~4.8 to 1.0 at February 28, ~~2022~~2023 to ~~4.7~~5.6 to 1.0 at August 31, ~~2022.~~2023. Our working capital and current ratio were positively impacted primarily by an increase in our cash and inventories offset by ~~an increase~~a decrease in our ~~income taxes payable.~~accounts payable and accrued expenses.

Cash flows from operating activities. Cash provided by operating activities was ~~$21.8~~$34.9 million in the six months ended August 31, ~~2022~~2023 compared to ~~$24.5~~$21.8 million in the comparative period ended August 31, ~~2021. Our operational earnings increased $9.0~~2022. A decrease in accounts receivable since the prior fiscal year end provided cash of $7.4 million ~~for~~in the ~~six months ended August 31, 2022 compared to the six months ended August 31, 2021. An~~current year six-month period, while an increase in accounts receivable used cash of $5.3 million in the ~~current~~comparable six-month period ~~compared to a~~of the prior year. A decrease in ~~accounts receivable providing~~inventories provided cash of ~~$0.2~~$2.6 million in the ~~prior year. An increase in inventories~~six-month period ended August 31, 2023 and used cash of $9.9 million in the ~~six months ended August 31, 2022 compared to $6.0~~same period of 2022. A decrease in accounts payable and accrued expenses used cash of $6.5 million in the ~~six months ended August 31, 2021. An~~current year six-month period and an increase in accounts payable and accrued expenses provided cash of $2.8 million in the ~~six months ended August 31, 2022 compared to an increase~~prior year comparable six-month period. The decrease in accounts ~~payable providing cash of $4.3 million~~receivable in the ~~six months ended August 31, 2021.~~current period was primarily due to decreased sales. The decrease in inventory, accounts payable and accrued expenses during the current period was primarily due to a decrease in purchasing activities and improved predictability in the supply chain conditions. We continue ~~to closely monitor and manage our outstanding trade receivables and inventories. The Company continues~~ to monitor incoming orders and ~~is adjusting its~~adjust raw material purchases accordingly.

Cash flows from investing activities. Cash used in investing activities was $15.6 million in the six months ended August 31, 2023 compared to $1.8 million in the six months ended August 31, ~~2022 compared to $5.2 million in the six months ended August 31, 2021.~~2022. Capital expenditures primarily of equipment was ~~$1.8~~$3.7 million and ~~$2.1~~$1.8 million for the six months ended August 31, ~~2022~~2023 and August 31, ~~2021,~~2022, respectively. In the six months ended August 31, ~~2021, $3.9~~2023, $11.9 million was used to acquire businesses, ~~and $0.8 million was provided from~~while there were no such investing outflows for the ~~sale~~first six months of ~~a building that had transferred its operations to another facility.~~the prior year.

Cash flows from financing activities. We used ~~$1.6~~$1.1 million ~~more~~less cash in financing activities during the six months ended August 31, ~~2022~~2023 compared to the same period in the prior year. The ~~increase~~decrease in cash used during the six months ended August 31, ~~2022 compared to the six months ended August 31, 2021~~2023 resulted from $1.1 million of common stock repurchased under our stock repurchase program in the ~~prior quarter compared to no repurchases of our common stock during the~~ six months ended August 31, ~~2021 and the payment of $0.5 million more in dividends in the current period.~~2022.

Credit ~~Facility.~~Facility – We did not renew our Credit Agreement, which expired November 11, 2021. We have had no outstanding long-term debt under the revolving credit line since paid in full in August 2019. As of August 31, ~~2022,~~2023, we had ~~$0.6~~$0.5 million outstanding under a standby letters of credit arrangement secured by a cash collateral bank account. It is anticipated that our cash and funds from operating cash flows will be sufficient to fund anticipated future expenses.

Pension Plan – ~~We are required to make contributions to~~The funded status of our Pension ~~Plan. These contributions are required under the minimum~~Plan and funding requirements is dependent on many factors, including returns on invested assets, the level of ~~ERISA. Due to~~market interest rates and the ~~enactment~~level of HATFA in August 2014, which effectively raises the discount rates mandated for determining the value of a plan’s benefit liability and annual cost of accruals, our minimum required contribution to the Pension Plan is zero for the Pension Plan year ending February 28, 2023.funding. Assuming a stable funding status, we would expect that our future contributions to be between $1.0 million and $3.0 million per year. However, changes in actual investment returns or in discount rates could change this amount significantly. There was a $2.0 million contribution made in September 2022 to avoid a Pension Benefit Guaranty Corporation variable premium. As our Pension Plan assets are invested in marketable securities, fluctuations in market values could potentially impact our funding status, associated liabilities recorded and future required minimum contributions. At August 31, ~~2022,~~2023, we had an unfunded pension liability recorded on our balance sheet of ~~$5.7~~$0.7 million.

Inventories – We believe our 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 suppliers that govern prices, but do not require minimum purchase commitments. Certain of our rebate programs do, however, require minimum purchase volumes.

Capital Expenditures – We continue to make capital expenditures for operational maintenance purposes, as may be required. Additionally, we will carefully review and make new capital expenditures for equipment to the extent such expenditures make economic sense by improving our operations and not jeopardizing our strong liquidity position. We expect our capital requirements for our current fiscal year, exclusive of capital required for possible acquisitions, will be within our historical levels of between $3.0 million and ~~$5.0~~$6.0 million. For the six months ended August 31, ~~2022,~~2023, we have spent approximately ~~$1.8~~$3.7 million on capital expenditures. We expect to fund these expenditures through existing cash ~~flows.~~on the August 31, 2023 balance sheet.

Contractual Obligations – There have been no significant changes in our contractual obligations since February 28, ~~2022~~2023 that have, or are reasonably likely to have, a material impact on our results of operations or financial condition.

From 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. While we had no outstanding debt at August 31, ~~2022,~~2023, we will be exposed to interest rate risk if we borrow in the future.

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.

Evaluation of Disclosure Controls and Procedures. A review and evaluation were 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 ourWe maintain “disclosure controls and procedures” ~~(as such~~as that term is defined in ~~Rule~~Rules 13a-15(e) ofand 15d-15(e) under the ~~Securities~~ Exchange Act of 1934, as amended (the "“Exchange Act")”) ~~as of the end of the period covered by this Quarterly Report on Form 10-Q, pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon~~ that ~~review and evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures as of August 31, 2022~~ are ~~effective~~designed to ensure that information required to be disclosed by usthe Company in ~~the~~ reports ~~filed~~that it files or ~~submitted by us~~submits under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required ~~disclosure.~~disclosures. Our controls and procedures are tested and evaluated at regular intervals to confirm that they are adequate and followed by our personnel to prevent misstatement of the Company’s financial statements. Due to the inherent limitations of control systems, not all misstatements may be detected. Those inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls could be circumvented by the individual acts of some persons or by collusion of two or more people. Our controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met. Our management, with the participation of our Chairman of the Board, President and Chief Executive Officer (“CEO”) and Chief Financial Officer and Treasurer (“CFO”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our CEO and CFO have concluded that, as of August 31, 2023, our disclosure controls and procedures are effective to provide reasonable assurance that information relating to us (including our consolidated subsidiaries), which is required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a–15(f) or Rule 15d–15(f) of the Exchange Act) that occurred during the six months ended August 31, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~There~~From time to time, we are noinvolved 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 ~~pending proceedings, other than ordinary routine litigation incidental to~~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. On September 19, 2023, the ~~business, to which~~Court vacated the ~~Company or any~~jury’s $1.0 million breach of ~~its subsidiaries~~contract award against Mark Wright because Crabar had not asserted a contract claim against him. The Court also awarded Crabar $1.85 million in attorney’s fees for a total amended judgment of $5.85 million. The impact of the judgment has not been reflected in the accompanying consolidated financial statements as of August 31, 2023 and will be reflected when the judgement is ~~a party or of which any of their property is subject.~~collected.

There have been no material changes in our Risk Factors as previously discussed in our Annual Report on Form 10-K for the year ended February 28, ~~2022.~~2023.

At its July 14, 2022 meeting, the Ennis, Inc. Board of Directors authorized an additional $20 million in funding for the Company’s share repurchase program that was first implemented in 2008. With this latest funding authorization, the cumulative funds authorized for share repurchases totals $60 million. Under the repurchase program, 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 rules and other securities laws and regulations. These repurchases may be commenced or suspended at any time or from time to time without prior notice.

During the six months ended August 31, ~~2022,~~2023, the Company ~~repurchased 64,082~~did not purchase any shares of common stock under the ~~program at an average price of $17.46.~~program. As of August 31, ~~2022,~~2023, $23.9 million remained available to repurchase shares of the Company’s common stock under the program.

Pursuant to the requirements 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.


Texas		75-0256410
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2441 Presidential Pkwy., Midlothian, Texas		76065
(Address of Principal Executive Offices)		(Zip code)


PART I: FINANCIAL INFORMATION

	Item 1. Condensed Consolidated Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets at August 31, ~~2022~~2023 and February 28, ~~2022~~2023	3

	Condensed Consolidated Statements of Operations for the three and six months ended August 31, ~~2022~~2023 and August 31, ~~2021~~2022	5

	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended August 31, ~~2022~~2023 and August 31, ~~2021~~2022	6

	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and six ended August 31, ~~2022~~2023 and August 31, ~~2021~~2022	7

	Condensed Consolidated Statements of Cash Flows for the six months ended August 31, ~~2022~~2023 and August 31, ~~2021~~2022	8

	~~Condensed~~ Notes to ~~Unaudited~~Condensed Consolidated Financial Statements (unaudited)	9

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1921

	Item 3. Quantitative and Qualitative Disclosures About Market Risk	2629

	Item 4. Controls and Procedures	2629

PART II: OTHER INFORMATION

	Item 1. Legal Proceedings	2629

	Item 1A. Risk Factors	2629

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2630

	Item 3. Defaults Upon Senior Securities	2730

	Item 4. Mine Safety Disclosures	2730

	Item 5. Other Information	2730

	Item 6. Exhibits	2730

SIGNATURES		2831


	August 31,		February 28,		August 31,		February 28,
	2022		2022		2023		2023
Assets
Current assets
Cash	$	91,520	$	85,606	$	100,340	$	93,968
Accounts receivable, net of allowance for doubtful receivables of $1,523 at August 31, 2022 and $1,200 at February 28, 2022		43,887		39,022
Accounts receivable, net						48,215		53,507
Inventories, net		48,391		38,538		45,653		46,834
Prepaid expenses		2,078		1,863		2,162		2,317
Prepaid income taxes						2,569		-
Total current assets		185,876		165,029		198,939		196,626
Property, plant and equipment
Plant, machinery and equipment		152,318		151,126		157,565		153,074
Land and buildings		59,819		59,642		62,716		59,163
Computer equipment and software		18,439		18,368		18,824		18,832
Other		4,321		4,275		4,277		4,292
Total property, plant and equipment		234,897		233,411		243,382		235,361
Less accumulated depreciation		184,657		179,778		191,394		187,572
Net property, plant and equipment		50,240		53,633
Property, plant and equipment, net						51,988		47,789
Operating lease right-of-use assets, net		13,571		15,544		12,164		13,133
Goodwill		88,677		88,677		92,217		91,819
Intangible assets, net		42,631		45,569		43,269		44,088
Other assets		477		392		293		380
Total assets	$	381,472	$	368,844	$	398,870	$	393,835


	August 31,			February 28,			August 31,			February 28,
	2022			2022			2023			2023
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	15,777		$	16,678		$	13,092		$	18,333
Accrued expenses		19,128			15,422			17,655			18,067
Current portion of operating lease liabilities		4,602			5,090			4,866			4,847
Total current liabilities		39,507			37,190			35,613			41,247
Liability for pension benefits		5,729			5,729			646			646
Deferred income taxes		11,666			11,405			11,338			11,098
Operating lease liabilities, net of current portion		8,790			10,241			7,076			8,162
Other liabilities		464			464			1,051			1,250
Total liabilities		66,156			65,029			55,724			62,403
Shareholders’ equity
Common stock $2.50 par value, authorized 40,000,000 shares; issued 30,053,443 shares at August 31, 2022 and February 28, 2022		75,134			75,134
Common stock $2.50 par value, authorized 40,000,000 shares; issued 30,053,443 shares at August 31, 2023 and February 28, 2023								75,134			75,134
Additional paid-in capital		124,031			123,990			126,440			125,887
Retained earnings		208,898			197,998			229,082			219,459
Accumulated other comprehensive loss:
Minimum pension liability, net of taxes		(17,803	)		(18,587	)		(13,384	)		(14,104	)
Treasury stock		(74,944	)		(74,720	)		(74,126	)		(74,944	)
Total shareholders’ equity		315,316			303,815			343,146			331,432
Total liabilities and shareholders' equity	$	381,472		$	368,844		$	398,870		$	393,835


	August 31,		February 28,		August 31,		February 28,
	2022		2022		2023		2023
Raw material	$	31,023	$	25,276	$	27,297	$	30,308
Work-in-process		7,463		5,547		5,543		6,174
Finished goods		9,905		7,715		12,813		10,352
	$	48,391	$	38,538	$	45,653	$	46,834


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐


Accounts receivable	$	417
Inventories		732
Property, plant & equipment		2,000
Goodwill and intangibles		1,607
Accounts payable and accrued liabilities		(834	)
	$	3,922


Cash		$758
Accounts receivable		1,839
Inventories		553
Property, plant and equipment		2,356
Goodwill and intangibles		2,970
Accounts payable and accrued liabilities		(789)
Acquisition price		$7,687


Accounts receivable		$554
Inventories		849
Right-of-use asset		28
Property, plant and equipment		3,161
Goodwill and intangibles		476
Operating lease liability		(12)
Accounts payable and accrued liabilities		(28)
Acquisition price		$5,028


Accounts receivable		$1,403
Inventories		516
Other assets		84
Right-of-use asset		487
Property, plant and equipment		250
Goodwill and intangibles		8,262
Operating lease liability		(487)
Accounts payable and accrued liabilities		(1,748)
Acquisition price		$8,767


	August 31, 2022			August 31, 2021
Weighted Average Remaining Lease Terms
Operating leases	3 Years			4 Years

Weighted Average Discount Rate
Operating leases		3.63	%		3.66	%


Balance as of March 1, 2021	$	88,647
Goodwill acquired		30
Balance as of February 28, 2022		88,677
Balance as of August 31, 2022	$	88,677


	Six months ended August 31,
(Dollars in thousands)	2023			2022
Net cash provided by operating activities	$	34,934		$	21,755
Net cash used in investing activities	$	(15,640	)	$	(1,801	)
Net cash used in financing activities	$	(12,922	)	$	(14,040	)


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 the fiscal 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 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 Quarterly Report on Form 10-Q for the quarter ended August 31, ~~2022,~~2023, filed on ~~September 30, 2022,~~October 3, 2023, formatted in 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 Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.*

Exhibit 104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


		ENNIS, INC.

Date: ~~September 30, 2022~~October 3, 2023		/s/ Keith S. Walters
		Keith S. Walters
		Chairman, Chief Executive Officer and President

Date: ~~September 30, 2022~~October 3, 2023		/s/ Vera Burnett
		Vera Burnett
		Chief Financial Officer, Treasurer and
		Principal Financial and Accounting Officer