UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the Quarterly Period Ended August 31,November 30, 2014

OR

 

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

For the Transition Period from                    to                    

Commission File Number 1-5807

 

 

ENNIS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Texas 75-0256410

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

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

(972) 775-9801

(Registrant’s Telephone Number, Including Area Code)

 

 

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  x    No  ¨

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

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

 

Large accelerated Filer ¨  Accelerated filer x
Non-accelerated filer ¨  (Do not check if a smaller reporting company)  Smaller reporting company ¨

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

As of September 26, 2014,January 5, 2015, there were 26,061,43625,746,836 shares of the Registrant’s common stock outstanding.

 

 

 


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31,NOVEMBER 30, 2014

TABLE OF CONTENTS

 

PART I: FINANCIAL INFORMATION

  

Item 1. Financial Statements

   3  

Unaudited Consolidated Balance Sheets at August 31,November 30, 2014 (unaudited) and February 28, 2014

   3  

Unaudited Consolidated Statements of Earnings for the three and sixnine months ended August  31,November  30, 2014 and August 31,November 30, 2013

   5  

Unaudited Consolidated Statements of Comprehensive Income for the three and sixnine months ended August  31,November  30, 2014 and August 31,November 30, 2013

   6  

Unaudited Consolidated Statements of Cash Flows for the sixnine months ended August 31,November  30, 2014 and August  31,November 30, 2013

   7  

Notes to Unaudited Consolidated Financial Statements

   8  

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

   2122  

Item 3. Quantitative and Qualitative Disclosures About Market Risk

   3336  

Item 4. Controls and Procedures

   3436  

PART II: OTHER INFORMATION

  

Item 1. Legal Proceedings

   3437  

Item 1A. Risk Factors

   3437  

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

   3437  

Item 3. Defaults Upon Senior Securities

   3537  

Item 4. Mine Safety Disclosures

   3537  

Item 5. Other Information

   3537  

Item 6. Exhibits

   3538  

SIGNATURES

   3740  

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

  August 31,
2014
   February 28,
2014
 
  (unaudited)       November 30,
2014
   February 28,
2014
 
Assets        

Current assets

        

Cash

  $13,782    $5,316    $14,668    $5,316  

Accounts receivable, net of allowance for doubtful receivables of $3,584 at August 31, 2014 and $3,672 at February 28, 2014

   67,013     63,695  

Accounts receivable, net of allowance for doubtful receivables of $3,975 at November 30, 2014 and $3,672 at February 28, 2014

   63,178     63,695  

Prepaid expenses

   9,423     8,152     9,396     8,152  

Prepaid income taxes

   996     623     1,356     623  

Inventories

   125,830     130,095     125,181     130,095  

Deferred income taxes

   6,262     6,262     6,262     6,262  

Assets held for sale

   195     —    
  

 

   

 

   

 

   

 

 

Total current assets

   223,306     214,143     220,236     214,143  

Property, plant and equipment, at cost

        

Plant, machinery and equipment

   161,635     160,229     160,839     160,229  

Land and buildings

   84,347     81,555     82,323     81,555  

Other

   23,717     23,403     23,539     23,403  
  

 

   

 

   

 

   

 

 

Total property, plant and equipment

   269,699     265,187     266,701     265,187  

Less accumulated depreciation

   178,667     173,622     179,045     173,622  
  

 

   

 

   

 

   

 

 

Net property, plant and equipment

   91,032     91,565     87,656     91,565  
  

 

   

 

   

 

   

 

 

Goodwill

   116,164     115,207     60,241     115,207  

Trademarks and trade names

   64,301     62,898     26,901     62,898  

Other intangible assets, net

   47,591     48,877     46,278     48,877  

Deferred finance charges, net

   298     373     261     373  

Other assets

   3,329     3,284     3,144     3,284  
  

 

   

 

   

 

   

 

 

Total assets

  $546,021    $536,347    $444,717    $536,347  
  

 

   

 

   

 

   

 

 

See accompanying notes to consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

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

 

  August 31,
2014
 February 28,
2014
 
  (unaudited)     November 30,
2014
 February 28,
2014
 
Liabilities and Shareholders’ Equity      

Current liabilities

      

Accounts payable

  $23,584   $22,062    $21,180   $22,062  

Accrued expenses

      

Employee compensation and benefits

   15,322   16,520     15,171   16,520  

Taxes other than income

   1,204   445     891   445  

Income taxes payable

   1,149   338     1,785   338  

Other

   2,718   2,512     2,519   2,512  
  

 

  

 

   

 

  

 

 

Total current liabilities

   43,977    41,877     41,546    41,877  
  

 

  

 

   

 

  

 

 

Long-term debt

   104,000    105,500     101,500    105,500  

Liability for pension benefits

   2,462    1,915     2,735    1,915  

Deferred income taxes

   23,231    22,904     8,035    22,904  

Other liabilities

   1,286    1,216     1,343    1,216  
  

 

  

 

   

 

  

 

 

Total liabilities

   174,956    173,412     155,159    173,412  
  

 

  

 

   

 

  

 

 

Commitments and contingencies

      

Shareholders’ equity

      

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

   —      —       —      —    

Common stock $2.50 par value, authorized 40,000,000 shares; issued 30,053,443 shares at August 31 and February 28, 2014

   75,134    75,134  

Common stock $2.50 par value, authorized 40,000,000 shares; issued 30,053,443 shares at November 30 and February 28, 2014

   75,134    75,134  

Additional paid-in capital

   121,139    122,517     121,466    122,517  

Retained earnings

   260,044    251,137     184,317    251,137  

Accumulated other comprehensive income (loss):

   

Accumulated other comprehensive loss:

   

Foreign currency translation, net of taxes

   (380  (915   (1,986  (915

Minimum pension liability, net of taxes

   (11,498  (11,498   (11,498  (11,498
  

 

  

 

   

 

  

 

 

Total accumulated other comprehensive income (loss)

   (11,878  (12,413

Total accumulated other comprehensive loss

   (13,484  (12,413
  

 

  

 

   

 

  

 

 

Treasury stock

   (73,374  (73,440   (77,875  (73,440
  

 

  

 

   

 

  

 

 

Total shareholders’ equity

   371,065    362,935     289,558    362,935  
  

 

  

 

   

 

  

 

 

Total liabilities and shareholders’ equity

  $546,021   $536,347    $444,717   $536,347  
  

 

  

 

   

 

  

 

 

See accompanying notes to consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS

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

(Unaudited)

  Three months ended Six months ended   Three months ended Nine months ended 
  August 31, August 31,   November 30, November 30, 
  2014 2013 2014 2013   2014 2013 2014 2013 

Net sales

  $151,841   $135,288   $293,027   $273,754    $146,971   $136,550   $439,998   $410,304  

Cost of goods sold

   113,653   98,629   219,451   201,300     110,455   98,791   329,906   300,091  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Gross profit margin

   38,188    36,659    73,576    72,454     36,516    37,759    110,092    110,213  

Selling, general and administrative

   21,824    21,083    43,619    43,288     23,817    22,340    67,436    65,628  

Impairment of goodwill and trademarks

   93,324    —      93,324    —    

Gain from disposal of assets

   (3  (248  (4  (255   (15  (15  (19  (270
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Income from operations

   16,367    15,824    29,961    29,421  

Income (loss) from operations

   (80,610  15,434    (50,649  44,855  

Other income (expense)

          

Interest expense

   (525  (216  (1,027  (467   (472  (342  (1,499  (809

Other, net

   57    (53  (286  104     347    (253  61    (149
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
   (468  (269  (1,313  (363   (125  (595  (1,438  (958
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Earnings before income taxes

   15,899    15,555    28,648    29,058  

Earnings (loss) before income taxes

   (80,735  14,839    (52,087  43,897  

Provision for income taxes

   5,883    5,754    10,600    10,751     (9,556  5,490    1,044    16,241  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net earnings

  $10,016   $9,801   $18,048   $18,307  

Net earnings (loss)

  $(71,179 $9,349   $(53,131 $27,656  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Weighted average common shares outstanding

          

Basic

   25,990,496    26,102,129    25,991,444    26,078,188     25,753,345    26,126,437    25,926,157    26,107,307  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Diluted

   26,002,701    26,128,655    26,004,549    26,098,420     25,753,345    26,156,861    25,926,157    26,129,849  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Per share amounts

          

Net earnings - basic

  $0.39   $0.38   $0.69   $0.70  

Net earnings (loss) - basic

  $(2.76 $0.36   $(2.05 $1.06  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net earnings - diluted

  $0.39   $0.38   $0.69   $0.70  

Net earnings (loss) - diluted

  $(2.76 $0.36   $(2.05 $1.06  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Cash dividends per share

  $0.175   $0.175   $0.350   $0.175    $0.175   $0.175   $0.525   $0.350  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

See accompanying notes to consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

   Three months ended   Nine months ended 
   November 30,   November 30, 
   2014  2013   2014  2013 

Net earnings (loss)

  $(71,179 $9,349    $(53,131 $27,656  

Foreign currency translation adjustment, net of deferred taxes

   (1,606  244     (1,071  (685
  

 

 

  

 

 

   

 

 

  

 

 

 

Comprehensive income (loss)

  $(72,785 $9,593    $(54,202 $26,971  
  

 

 

  

 

 

   

 

 

  

 

 

 

 

   Three months ended  Six months ended 
   August 31,  August 31, 
   2014  2013  2014   2013 

Net earnings

   10,016   $9,801   $18,048    $18,307  

Foreign currency translation adjustment, net of deferred taxes

   (445  (1,079  535     (929
  

 

 

  

 

 

  

 

 

   

 

 

 

Comprehensive income

  $9,571   $8,722   $18,583    $17,378  
  

 

 

  

 

 

  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

  Six months ended   Nine months ended 
  August 31,   November 30, 
  2014 2013   2014 2013 

Cash flows from operating activities:

      

Net earnings

  $18,048   $18,307  

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

   

Net earnings (loss)

  $(53,131 $27,656  

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

   

Depreciation

   5,221   4,752     7,815   7,266  

Amortization of deferred finance charges

   75   75     112   112  

Amortization of trade names, customer lists, and patent

   2,836   1,590     4,249   2,815  

Impairment of goodwill and trademarks

   93,324    —    

Gain from disposal of assets

   (4 (255   (19 (270

Bad debt expense

   231   2,198     725   2,816  

Stock based compensation

   685   786     1,012   1,159  

Deferred income taxes

   (14,212  —    

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

      

Accounts receivable

   (1,016 (1,318   2,379   124  

Prepaid expenses

   (887 3,327     (1,563 2,706  

Inventories

   5,695   8,978     6,055   (7,836

Other assets

   (45 85     140   110  

Accounts payable and accrued expenses

   882   556     (1,435 391  

Other liabilities

   70   (17   127   (39

Liability for pension benefits

   547   1,040     820   1,561  
  

 

  

 

   

 

  

 

 

Net cash provided by operating activities

   32,338    40,104     46,398    38,571  
  

 

  

 

   

 

  

 

 

Cash flows from investing activities:

      

Capital expenditures

   (927  (2,173   (1,624  (4,043

Purchase of businesses, net of cash acquired

   (10,500  —       (10,844  (61,857

Proceeds from disposal of plant and property

   13    969     82    988  
  

 

  

 

   

 

  

 

 

Net cash used in investing activities

   (11,414  (1,204   (12,386  (64,912
  

 

  

 

   

 

  

 

 

Cash flows from financing activities:

      

Borrowings on debt

   11,000    —       11,000    63,000  

Repayment of debt

   (12,500  (22,500   (15,000  (25,000

Dividends

   (9,141  (4,587   (13,689  (9,175

Purchase of treasury stock

   (2,051  (1   (6,552  (2

Proceeds from exercise of stock options

   54    45     54    89  
  

 

  

 

   

 

  

 

 

Net cash used in financing activities

   (12,638  (27,043

Net cash provided by (used in) financing activities

   (24,187  28,912  
  

 

  

 

   

 

  

 

 

Effect of exchange rate changes on cash

   180    (408   (473  (287

Net change in cash

   8,466    11,449     9,352    2,284  

Cash at beginning of period

   5,316    6,232     5,316    6,232  
  

 

  

 

   

 

  

 

 

Cash at end of period

  $13,782   $17,681    $14,668   $8,516  
  

 

  

 

   

 

  

 

 

See accompanying notes to consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31,NOVEMBER 30, 2014

1.Significant Accounting Policies and General Matters

Basis of Presentation

These unaudited 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,November 30, 2014 have been prepared in accordance with generally accepted accounting principles for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles 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, 2014, from which the accompanying consolidated balance sheet at February 28, 2014 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. In preparing the financial statements, the Company is required to make estimates and assumptions that affect the disclosure and reported amounts of assets and liabilities at the date of the 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.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU No. 2014-09”), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. ASU No. 2014-09 supersedes most existing revenue recognition guidance in U.S. GAAP. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early application is not permitted. The guidance permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU No. 2014-09 will have on its consolidated financial statements and related disclosures.

2.Accounts Receivable and Allowance for Doubtful Receivables

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

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

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31,NOVEMBER 30, 2014

 

2.Accounts Receivable and Allowance for Doubtful Receivables-continued

 

The following table presents the activity in the Company’s allowance for doubtful receivables for the three and sixnine months ended August 31,November 30, 2014 and August 31,November 30, 2013 (in thousands):

 

  Three months ended Six months ended   Three months ended Nine months ended 
  August 31, August 31,   November 30, November 30, 
  2014 2013 2014 2013   2014 2013 2014 2013 

Balance at beginning of period

  $3,718   $2,707   $3,672   $3,952    $3,584   $3,748   $3,672   $3,952  

Bad debt expense

   87   1,099   231   2,198     494   618   725   2,816  

Recoveries

   8   14   19   19     10   9   29   28  

Accounts written off

   (229 (72 (338 (2,421   (113 (484 (451 (2,905
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Balance at end of period

  $3,584   $3,748   $3,584   $3,748    $3,975   $3,891   $3,975   $3,891  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

3.Inventories

The Company uses the lower of last-in, first-out (LIFO) cost or market to value certain of its business forms inventories and the lower of first-in, first-out (FIFO) cost or market to value its remaining forms and apparel inventories. The Company regularly reviews inventories on hand, using specific aging categories, and writes down the carrying value of its inventories for excess and potentially obsolete inventories based on historical usage and estimated future usage. In assessing the ultimate realization of its inventories, the Company is required to make judgments as to future demand requirements. As actual future demand or market conditions may vary from those projected by the Company, adjustments to inventories may be required.

The following table summarizes the components of inventories at the different stages of production as of the dates indicated (in thousands):

 

  August 31,   February 28,   November 30,   February 28, 
  2014   2014   2014   2014 

Raw material

  $17,549    $16,400    $17,775    $16,400  

Work-in-process

   10,102     14,386     8,705     14,386  

Finished goods

   98,179     99,309     98,701     99,309  
  

 

   

 

   

 

   

 

 
  $125,830    $130,095    $125,181    $130,095  
  

 

   

 

   

 

   

 

 

4.Acquisitions

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

On June 16, 2014, the Company acquired the assets of Sovereign Business Forms, and its related entities, TRI-C Business Forms, Inc., Falcon Business Forms, Inc., Forms Manufacturers, Inc., Mutual Graphics, Inc., and Curtis Business Forms, Inc. (the “businesses”) for $10.5$10.6 million in cash plus the assumption of certain trade liabilities. In addition, if certain financial metrics are met, up to an additional $1.0 million is available to earnbe earned over the next 4 years under an earn-out provision. The cash portion of the purchase price was funded by borrowing under the Company’s line of credit facility. The businesses, which generated approximately $27.1 million in sales during the 2013 calendar year, will continue to operate under their respective brand names. For the sixthree and nine months ended August 31,November 30, 2014, the businesses added $6.3$6.7 million and $13.0, respectively, in sales and $1.1added $0.9 million and $2.0, respectively, in earnings (pre-tax). The acquisition expanded the geographic locations of producing business forms for the Company.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31,NOVEMBER 30, 2014

 

4.Acquisitions-continued

 

The preliminary allocation of the purchase price was based upon a preliminary valuation and our estimates and assumptions are subject to change within the purchase price allocation period (generally one year from the acquisition date). The primary areas of the purchase price allocation that are not yet finalized relate to the valuation on intangible assets acquired and an earn-out agreement with a former owner. The following is a summary of the preliminary purchase price allocations for Sovereign Business Forms (in thousands):

 

Accounts receivable

  $2,477    $2,477  

Inventories

   1,305     1,305  

Other assets

   653     653  

Property, plant & equipment

   3,300     3,300  

Customer lists

   1,550     1,550  

Trade names

   1,403     1,403  

Goodwill

   945     945  

Accounts payable and accrued liabilities

   (1,133

Accounts payable

   (1,000
  

 

   

 

 
  $10,500    $10,633  
  

 

   

 

 

On September 27, 2013, the Company acquired the assets of the Custom Envelope Division (“CED”), part of the Custom Resale Group of Cenveo, Inc., for $47.25 million in cash plus the assumption of certain trade liabilities. The cash portion of the purchase price was funded by borrowing under the Company’s line of credit facility. The CED assets are comprised of the Wisco®Wisco® (“Wisco”) brand, which is produced at an owned facility in Tullahoma, TN, and the National Imprint Corporation®Corporation® (“National Imprint®Imprint®”, “NIC”) brand, which is produced in a leased facility in Claysburg, PA. Wisco produces and folds various types of envelopes, and NIC is an imprinter of envelopes. Both of these products are sold through print distributors and will continue to be operated under the Wisco and NIC brand names at their respective locations. Wisco and NIC had sales in excess of $40 million for the twelve month period ended December 31, 2012. For the three and sixnine months ended August 31,November 30, 2014, the businesses added $9.9$10.2 million and $19.6$29.8 million, respectively, in sales. For the threesales and six months ended August 31, 2014, the businesses added $1.4$1.7 million and $3.0$4.7 million, respectively, in earnings (pre-tax). The acquisition expanded and strengthened the envelope product line for the Company.

The following is a summary of the purchase price allocations for Wisco and NIC (in thousands):

 

Accounts receivable

  $3,331  

Inventories

   2,391  

Other assets

   581  

Property, plant & equipment

   4,889  

Customer lists

   26,400  

Trade names

   3,600  

Goodwill

   9,462  

Accounts payable and accrued liabilities

   (3,404
  

 

 

 
  $47,250  
  

 

 

 

On September 30, 2013, the Company acquired the assets of the businesses operating under the trade name of Folder Express®Express® from Wright Printing Company for $14.6 million in cash plus the assumption of certain trade payables. The cash portion of the purchase price was funded by borrowing under the Company’s line of credit facility. The businesses produce folders and specialty folders for music stores and public schools. The businesses had combined sales of approximately $20 million during the twelve month period ended December 31, 2012 and will continue to

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2014

4.Acquisitions-continued

operate under the Folder Express and related brand names. For the three and sixnine months ended August 31,November 30, 2014, the businesses added $5.0$4.1 million and $9.2$13.3 million, respectively, in sales. For the threesales and six months ended August 31, 2014, the businesses added $0.4$0.3 million and $1.0$1.3 million, respectively, in earnings (pre-tax). The acquisition expands the Company’s geographic presence in folder products.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2014

4.Acquisitions-continued

The following is a summary of the purchase price allocations for Folder Express (in thousands):

 

Accounts receivable

  $1,171  

Inventories

   2,102  

Other assets

   196  

Property, plant & equipment

   1,617  

Customer lists

   5,920  

Trade name

   1,520  

Goodwill

   2,574  

Accounts payable and accrued liabilities

   (493
  

 

 

 
  $14,607  
  

 

 

 

The results of operations for Wisco, NIC, Folder Express and Sovereign Business Forms are included in the Company’s consolidated financial statements from the dates of acquisition. The following table represents certain operating information on a pro forma basis as though all operations had been acquired as of March 1, 2012, after the estimated impact of adjustments such as amortization of intangible assets, interest expense, interest income, and related tax effects (in thousands, except per share amounts):

 

   Three months ended   Six months ended 
   August 31,   August 31, 
   2014   2013   2014   2013 

Pro forma net sales

  $152,607    $157,696    $300,370    $318,570  

Pro forma net earnings

   9,828     11,319     18,179     21,343  

Pro forma earnings per share - diluted

   0.38     0.43     0.70     0.82  
   Three months ended   Nine months ended 
   November 30,   November 30, 
   2014  2013   2014  2013 

Pro forma net sales

  $146,971   $148,541    $447,341   $467,111  

Pro forma net earnings (loss)

   (71,179  10,072     (53,000  31,414  

Pro forma earnings (loss) per share - diluted

   (2.76  0.39     (2.04  1.20  

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

5.Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets of acquired businesses and is not amortized. Goodwill and indefinite-lived intangibles are evaluated for impairment on an annual basis as of November 30 of each year, or more frequently if impairment indicators arise, using a fair-value-based test that compares the fair value of the asset to its carrying value. FairGoodwill and other intangible assets are tested for impairment at a reporting unit level, which the Company has determined is at the Print Segment and Apparel Segment level. The impairment test for goodwill uses a two-step approach. Step one compares the fair value of the reporting unit to which goodwill is assigned to its carrying amount. If the carrying amount exceeds its estimated value, a potential impairment is indicated and step two is performed. Step two compares the carrying amount of the reporting unit’s goodwill to its implied fair value. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the assets and liabilities, including unrecognized intangible assets of that reporting unit based on their fair values, similar to the allocation that occurs in a business combination. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. If the implied fair value of goodwill exceeds the carrying amount, goodwill is not impaired. During the initial preparation of the annual first step impairment analysis, there were indicators

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2014

5.Goodwill and Other Intangible Assets-continued

that an impairment may exist with respect to the Company’s Apparel Segment. Therefore, the execution of the formal impairment analysis with respect to the Company’s Apparel Segment was accelerated. During the preparation of the impairment analysis on the Apparel Segment it was determined that an estimated impairment charge of $93.3 million was required to the Apparel Segment’s recorded goodwill and trademarks, or approximately 88% of the carrying value of such recorded goodwill and trademarks prior to such impairment charge, to reduce the carrying values of reporting units are typically calculated using a factor ofthose assets to their estimated fair values. While the impairment analysis process is substantially complete and the impairment expense recorded is based on the best information currently available, the Company will finalize the analysis during the fourth quarter and adjust the estimate if necessary. The impairment charge was primarily driven by the depressed market environment and the resulting impact on the Apparel Segment’s expected earnings before interest, taxes, depreciation, and amortization.future cash flows. The Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets in assessing the recoverability of its goodwill and other intangibles. If these estimates or the related assumptions change, the Company may be required to record additional impairment charges forrelating to these assets in the future. No impairment indicators were noted during the initial preparation of the first step of the impairment analysis relating to the Print Segment, and therefore the formal impairment analysis for that reporting unit will be completed during the fourth quarter as well.

The cost of intangible assets is based on fair values at the date of acquisition. Intangible assets with determinable lives are amortized on a straight-line basis over their estimated useful life (between 1 and 15 years). Trademarks and trade names with indefinite lives are evaluated for impairment on an annual basis, or more frequently if impairment indicators arise. The Company assesses the recoverability of its definite-lived intangible assets primarily based on its current and anticipated future undiscounted cash flows.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2014

5.Goodwill and Other Intangible Assets-continued

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

 

As of August 31, 2014

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

As of November 30, 2014

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

Amortized intangible assets

                

Trade names

   —      $1,234    $1,234    $—       —      $1,234    $1,234    $—    

Customer lists

   6.7     71,757     24,612     47,145     9.7     71,857     25,993     45,864  

Patent

   3.5     773     327     446     3.2     773     359     414  
    

 

   

 

   

 

     

 

   

 

   

 

 

Total

   6.7    $73,764    $26,173    $47,591     9.7    $73,864    $27,586    $46,278  
    

 

   

 

   

 

     

 

   

 

   

 

 

As of February 28, 2014

                                

Amortized intangible assets

                

Trade names

   —      $1,234    $1,234    $—       —      $1,234    $1,234    $—    

Customer lists

   7.1     70,207     21,840     48,367     7.1     70,207     21,840     48,367  

Patent

   4.0     773     263     510     4.0     773     263     510  
    

 

   

 

   

 

     

 

   

 

   

 

 

Total

   7.1    $72,214    $23,337    $48,877     7.1    $72,214    $23,337    $48,877  
    

 

   

 

   

 

     

 

   

 

   

 

 

 

  August 31,
2014
   February 28,
2014
   November 30,
2014
   February 28,
2014
 

Non-amortizing intangible assets

        

Trademarks and trade names

  $64,301    $62,898    $26,901    $62,898  
  

 

   

 

   

 

   

 

 

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2014

5.Goodwill and Other Intangible Assets-continued

Aggregate amortization expense for the sixnine months ended August 31,November 30, 2014 and August 31,November 30, 2013 was $2.8$4.2 million and $1.6$2.8 million, respectively.

The Company’s estimated amortization expense for the next five fiscal years ending in February of the stated calendar year is as follows (in thousands):

 

2016

   5,646  

2017

   5,646  

2018

   5,407  

2019

   4,944  

2020

   4,538  

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2014

5.Goodwill and Other Intangible Assets-continued

2016

   5,656  

2017

   5,656  

2018

   5,417  

2019

   4,954  

2020

   4,548  

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

 

  Print   Apparel   
  Segment   Segment   
  Total   Total Total   Print
Segment
Total
   Apparel
Segment
Total
 Total 

Balance as of March 1, 2013

  $47,260    $74,549   $121,809    $47,260    $74,549   $121,809  

Goodwill acquired

   12,024     —     12,024     12,024     —     12,024  

Goodwill impairment

   —       (18,626 (18,626   —       (18,626 (18,626
  

 

   

 

  

 

   

 

   

 

  

 

 

Balance as of February 28, 2014

   59,284     55,923    115,207     59,284     55,923    115,207  

Goodwill acquired

   957     —      957     957     —      957  

Goodwill impairment

   —       —      —       —       (55,923  (55,923
  

 

   

 

  

 

   

 

   

 

  

 

 

Balance as of August 31, 2014

  $60,241    $55,923   $116,164  

Balance as of November 30, 2014

  $60,241    $—     $60,241  
  

 

   

 

  

 

   

 

   

 

  

 

 

During the fiscal year ended February 28, 2014, $12.0 million was added to goodwill related to the acquisition of the Wisco, NIC and Folder Express assets. The adjustment of ($18.6) million reflects an impairment charge related to goodwill recorded in connection with the acquisition of Alstyle Apparel. During the sixnine months ended August 31,November 30, 2014, $12,000 was added to goodwill related to the adjustment of the fair values of certain Wisco assets, and $945,000 was added to goodwill related to the acquisition of the Sovereign Business Forms assets.assets, and an adjustment of ($55.9) million reflects an impairment charge related to goodwill recorded in connection with the acquisition of Alstyle Apparel.

6.Other Accrued Expenses

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

 

  August 31,
2014
   February 28,
2014
   November 30,
2014
   February 28,
2014
 

Accrued taxes

  $368    $362    $359    $362  

Accrued legal and professional fees

   881     964     675     964  

Accrued interest

   243     193     196     193  

Accrued utilities

   128     130     112     130  

Accrued acquisition related obligations

   137     146     129     146  

Accrued credit card fees

   315     248     314     248  

Other accrued expenses

   646     469     734     469  
  

 

   

 

   

 

   

 

 
  $2,718    $2,512    $2,519    $2,512  
  

 

   

 

   

 

   

 

 

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2014

7.Long-Term Debt

Long-term debt consisted of the following as of the dates indicated (in thousands):

 

   August 31,   February 28, 
   2014   2014 

Revolving credit facility

  $104,000    $105,500  
   November 30,   February 28, 
   2014   2014 

Revolving credit facility

  $101,500    $105,500  

On September 19, 2013, the Company entered into the Third Amendment and Consent to Second Amended and Restated Credit Agreement (the “Agreement”) with a syndicate of lenders led by Bank of America, N.A. (the “Facility”). The Amendment amends and restates the financial covenant relating to Minimum Tangible Net Worth. The amended covenant requires a Minimum Tangible Net Worth of $100 million, with step-ups equal to 25% of consolidated net income. The Facility provides the Company access to $150.0 million in revolving credit, which the Company may increase to $200.0 million in certain circumstances, and matures on August 18, 2016. The Facility bears interest at the London Interbank Offered Rate (“LIBOR”) plus a spread ranging from 1.0% to 2.25% (LIBOR + 1.5% or 1.7% at August 31,November 30, 2014 and 1.43%1.49% at August 31,November 30, 2013), depending on the Company’s ratio of total funded debt to the sum of net earnings plus interest, tax, depreciation, amortization and amortizationimpairment (“Adjusted EBITDA”). As of August 31,

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2014

7.Long-Term Debt-continued

November 30, 2014, the Company had $104.0$101.5 million of borrowings under the revolving credit line and $3.3$2.8 million outstanding under standby letters of credit arrangements, leaving the Company availability of approximately $42.7$45.7 million. The Facility contains financial covenants, including restrictions on capital expenditures, acquisitions, asset dispositions, and additional debt, as well as other customary covenants, such as a minimum tangible equity level and the total funded debt to EBITDA ratio. The Company was in compliance with these covenants as of August 31,November 30, 2014. The Facility is secured by substantially all of the Company’s domestic assets as well as all capital securities of each of the Company’s U.S. subsidiaries and 65% of all capital securities of each of the Company’s direct foreign subsidiaries.

8.Shareholders’ Equity

Changes in shareholders’ equity accounts for the sixnine months ended August 31,November 30, 2014 are as follows (in thousands, except share amounts):

 

              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   Shares   Amount   Capital Earnings Income (Loss) Shares Amount Total 

Balance March 1, 2014

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

Net earnings

   —       —       —     18,048    —      —      —     18,048  

Foreign currency translation, net of deferred tax of $328

   —       —       —      —     535   —      —     535  

Dividends declared ($.35 per share)

   —       —       —     (9,141  —      —      —     (9,141

Net loss

   —       —       —     (53,131  —      —      —     (53,131

Foreign currency translation, net of deferred tax of $656

   —       —       —      —     (1,071  —      —     (1,071

Dividends declared ($.525 per share)

   —       —       —     (13,689  —      —      —     (13,689

Stock based compensation

   —       —       685    —      —      —      —     685     —       —       1,012    —      —      —      —     1,012  

Exercise of stock options and restricted stock grants

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

Stock repurchases

   —       —       —      —      —     (138,551 (2,051 (2,051   —       —       —      —      —     (466,371 (6,552 (6,552
  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Balance August 31, 2014

   30,053,443    $75,134    $121,139   $260,044   $(11,878)  (4,150,766 $(73,374 $371,065  

Balance November 30, 2014

   30,053,443    $75,134    $121,466   $184,317   $(13,484  (4,478,586 $(77,875 $289,558  
  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

On October 20, 2008, the Board of Directors authorized the repurchase of up to $5.0 million of the Company’s common stock through a stock repurchase program. Under the board-approved repurchase program, share purchases may be made from time to time in the open market or through privately negotiated transactions depending on market conditions, share price, trading volume and other factors, and 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. On April 20, 2012, the Board increased the authorized amount available to repurchase the Company’s shares by an additional $5.0 million, bringing the total available to repurchase the Company’s common stock to approximately $9.0 million atas of that time.date. On December 19, 2014, the Board increased the authorized amount available to repurchase the Company’s shares by an additional $10.0 million, bringing the total available to repurchase the Company’s common stock to approximately $10.6 million currently. During the sixthree and nine months ended August 31,November 30, 2014 the Company

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2014

8.Shareholders’ Equity-continued

repurchased 138,551327,739 and 466,290 shares, respectively, of common stock at an average price of $14.80$13.73 and $14.05 per share.share, respectively. There have been a total of 354,453682,192 common shares repurchased under the program since its inception at an average price of $13.80$13.76 per share. Unrelated to the stock repurchase program, the Company purchased 81 shares of common stock from non-officer employees during the nine months ended November 30, 2014 at an average price of $14.15 per share.

9.Stock Option Plan and Stock Based Compensation

The Company grants stock options and restricted stock to key executives and managerial employees and non-employee directors. At August 31,November 30, 2014, the Company had one stock option plan, the 2004 Long-Term Incentive Plan of Ennis, Inc., as amended and restated as of June 30, 2011, formerly the 1998 Option and Restricted Stock Plan amended and restated as of May 14, 2008 (the “Plan”). The Company has 775,767 shares of unissued common stock reserved under the Plan for issuance as of August 31,November 30, 2014. The exercise price of each stock option granted under the Plan equals a referenced price of the Company’s common stock as reported on the New York Stock Exchange on the date of grant, and an option’s maximum term is ten years. Stock options and restricted stock may be granted at different times during the year and vest ratably over various periods, from grant date up to five years. The Company uses treasury stock to satisfy option exercises and restricted stock awards.

The Company recognizes compensation expense for stock options and restricted stock grants on a straight-line basis over the requisite service period. For the three months ended August 31,November 30, 2014 and August 31,November 30, 2013, the Company included in selling, general and administrative expenses, compensation expense related to share based compensation

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2014

9.Stock Option Plan and Stock Based Compensation-continued

of $0.3 million ($0.2 million net of tax), and $0.4 million ($0.2 million net of tax), respectively. For the sixnine months ended August 31,November 30, 2014 and August 31,November 30, 2013, the Company included in selling, general and administrative expenses, compensation expense related to share based compensation of $0.7$1.0 million ($0.40.6 million net of tax), and $0.8$1.2 million ($0.50.7 million net of tax), respectively.

Stock Options

The Company had the following stock option activity for the sixnine months ended August 31,November 30, 2014:

 

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

Outstanding at March 1, 2014

   369,405   $15.86     6.0    $416     369,405   $15.86     6.0    $416  

Granted

   31,418   15.78         31,418   15.78      

Terminated

   (20,000 16.21         (20,000 16.21      

Exercised

   (6,000 8.94         (6,000 8.94      
  

 

        

 

      

Outstanding at August 31, 2014

   374,823   $15.95     6.2    $244  

Outstanding at November 30, 2014

   374,823   $15.95     5.9    $184  
  

 

        

 

      

Exercisable at August 31, 2014

   295,063   $16.16     5.5    $235  

Exercisable at November 30, 2014

   295,063   $16.16     5.3    $184  
  

 

        

 

      

 

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

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2014

9.Stock Option Plan and Stock Based Compensation-continued

The following is a summary of the assumptions used and the weighted average grant-date fair value of the stock options granted during the sixnine months ended August 31,November 30, 2014 and August 31,November 30, 2013:

 

  August 31,   November 30, 
  2014 2013   2014 2013 

Expected volatility

   29.25 30.41   29.25 30.41

Expected term (years)

   3   3     3   3  

Risk free interest rate

   0.91 0.35   0.91 0.35

Dividend yield

   4.11 4.63   4.11 4.63

Weighted average grant-date fair value

  $2.70   $1.96    $2.70   $1.96  

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

 

   Three months ended   Six months ended 
   August 31,   August 31, 
   2014   2013   2014   2013 

Total cash received

  $—      $45    $54    $45  

Income tax benefits

   —       —       —       —    

Total grant-date fair value

   —       8     9     8  

Intrinsic value

   —       46     36     46  

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2014

9.Stock Option Plan and Stock Based Compensation-continued

   Three months ended   Nine months ended 
   November 30,   November 30, 
   2014   2013   2014   2013 

Total cash received

  $—      $44    $54    $89  

Income tax benefits

   —       —       —       —    

Total grant-date fair value

   —       8     9     16  

Intrinsic value

   —       44     36     90  

A summary of the status of the Company’s unvested stock options at February 28, 2014, and changes during the sixnine months ended August 31,November 30, 2014 is presented below:

 

  Number
of Options
 Weighted
Average
Grant Date
Fair Value
   Number
of Options
 Weighted
Average
Grant Date
Fair Value
 

Unvested at March 1, 2014

   112,211   $2.89     112,211   $2.89  

New grants

   31,418   2.70     31,418   2.70  

Vested

   (63,869 3.27     (63,869 3.27  

Forfeited

   —      —       —      —    
  

 

    

 

  

Unvested at August 31, 2014

   79,760   $2.51  

Unvested at November 30, 2014

   79,760   $2.51  
  

 

    

 

  

As of August 31,November 30, 2014, there was $0.2$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 1.71.5 years. The total fair value of shares underlying the options vested during the sixnine months ended August 31,November 30, 2014 was $0.9 million.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2014

9.Stock Option Plan and Stock Based Compensation-continued

Restricted Stock

The Company had the following restricted stock grant activity for the sixnine months ended August 31,November 30, 2014:

 

  Number
of Shares
 Weighted
Average
Grant Date
Fair Value
   Number
of Shares
 Weighted
Average
Grant Date
Fair Value
 

Outstanding at March 1, 2014

   180,902   $15.77     180,902   $15.77  

Granted

   85,807   15.78     85,807   15.78  

Terminated

   —      —       —      —    

Vested

   (113,061 16.42     (113,061 16.42  
  

 

    

 

  

Outstanding at August 31, 2014

   153,648   $15.30  

Outstanding at November 30, 2014

   153,648   $15.30  
  

 

    

 

  

As of August 31,November 30, 2014, the total remaining unrecognized compensation cost related to unvested restricted stock granted under the Plan was approximately $1.9$1.6 million. The weighted average remaining requisite service period of the unvested restricted stock awards was 2.01.7 years. As of August 31,November 30, 2014, the Company’s outstanding restricted stock had an underlying fair value at date of grant of $2.4 million.

10.Pension Plan

The Company and certain subsidiaries have a noncontributory defined benefit retirement plan (the “Pension Plan”), covering approximately 8% of aggregate employees. Benefits are based on years of service and the employee’s average compensation for the highest five compensation years preceding retirement or termination.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2014

10.Pension Plan-continued

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

 

  Three months ended Six months ended   Three months ended Nine months ended 
  August 31, August 31,   November 30, November 30, 
  2014 2013 2014 2013   2014 2013 2014 2013 

Components of net periodic benefit cost

          

Service cost

  $280   $316   $561   $631    $281   $315   $842   $946  

Interest cost

   612   600   1,224   1,201     611   601   1,835   1,802  

Expected return on plan assets

   (964 (873 (1,928 (1,745   (964 (872 (2,892 (2,617

Amortization of:

          

Prior service cost

   (36 (36 (72 (72   (36 (37 (108 (109

Unrecognized net loss

   381   513   762   1,025     381   514   1,143   1,539  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net periodic benefit cost

  $273   $520   $547   $1,040    $273   $521   $820   $1,561  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

The Company is required to make contributions to the Pension Plan. These contributions are required under the minimum funding requirements of ERISA. Due to the recent enactment of the Moving Ahead for Progress in the 21st Century Act (MAP-21) in July 2012, plan sponsors can calculate the discount rate used to measure the Pension Plan liability using a 25-year average of interest rates plus or minus a corridor. Prior to MAP-21, the discount rate used in measuring the pension liability was based on the 24-month average of interest rates. As a result of the enactment, which effectively raises the discount rates mandated for determining the value of a pension plan’s benefit liability and annual cost of accruals, the Company’s minimum required contribution to the Pension Plan is zero for the Pension Plan year ending February 28, 2015. However, the Company expects to make a cash contribution to the Pension Plan of between $2.0 million and $3.0 million during fiscal year 2015. The Company contributed $3.0 million to the Pension Plan during fiscal year 2014.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2014

11.Earnings (loss) per Share

Basic earnings (loss) 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 or other contracts to issue common shares were exercised or converted into common stock.

For the three and sixnine months ended August 31, 2014, 332,823November 30, 2013, 172,543 and 296,668 shares, respectively, related to stock options were not included in the diluted earnings per share computation because their exercise price exceeded the average fair market value of the Company’s stock. For the three and six months ended August 31, 2013, 245,250 and 245,250172,543 shares, respectively, related to stock options were not included in the diluted earnings per share computation because their exercise price exceeded the average fair market value of the Company’s 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 
   August 31,   August 31, 
   2014   2013   2014   2013 

Basic weighted average common shares outstanding

   25,990,496     26,102,129     25,991,444     26,078,188  

Effect of dilutive options

   12,205     26,526     13,105     20,232  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted weighted average common shares outstanding

   26,002,701     26,128,655     26,004,549     26,098,420  
  

 

 

   

 

 

   

 

 

   

 

 

 

Per share amounts:

        

Net earnings – basic

  $0.39    $0.38    $0.69    $0.70  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings – diluted

  $0.39    $0.38    $0.69    $0.70  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash dividends

  $0.175    $0.175    $0.350    $0.175  
  

 

 

   

 

 

   

 

 

   

 

 

 

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2014

   Three months ended   Nine months ended 
   November 30,   November 30, 
   2014  2013   2014  2013 

Basic weighted average common shares outstanding

   25,753,345    26,126,437     25,926,157    26,107,307  

Effect of dilutive options

   —      30,424     —      22,542  
  

 

 

  

 

 

   

 

 

  

 

 

 

Diluted weighted average common shares outstanding

   25,753,345    26,156,861     25,926,157    26,129,849  
  

 

 

  

 

 

   

 

 

  

 

 

 

Per share amounts:

      

Net earnings – basic

  $(2.76 $0.36    $(2.05 $1.06  
  

 

 

  

 

 

   

 

 

  

 

 

 

Net earnings – diluted

  $(2.76 $0.36    $(2.05 $1.06  
  

 

 

  

 

 

   

 

 

  

 

 

 

Cash dividends

  $0.175   $0.175    $0.525   $0.350  
  

 

 

  

 

 

   

 

 

  

 

 

 

12.Segment Information and Geographic Information

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

The Print Segment, which represented 64%66% and 65% of the Company’s consolidated net sales for the three and sixnine months ended August 31,November 30, 2014, is in the business of manufacturing, designing, and selling business forms and other printed business products primarily to distributors located in the United States. The Print Segment operates 5556 manufacturing plants throughout the United States in 22 strategically located states. Approximately 96% of the business products manufactured by the Print Segment are custom and semi-custom products, constructed in a wide variety of sizes, colors, number of parts and quantities on an individual job basis depending upon the customers’ specifications.

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

The Print Segment sells predominantly through private printers and independent distributors. Northstar also sells direct to a small number of customers. Northstar has continued its focus with large banking organizations on a direct basis (where a distributor is not acceptable or available to the end-user) and has acquired several of the top 25 banks in the United States as customers and is actively working on other large banks within the top 25 tier of banks in the United States. Adams-McClure sales are generally provided through advertising agencies. Assets in this segment increased in 2014 primarily as a result of the Company’s acquisition of Wisco, NIC and Folder Express.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2014

12.Segment Information and Geographic Information-continued

The Apparel Segment, which accounted for 36%34% and 35% of the Company’s consolidated net sales for the three and sixnine months ended August 31,November 30, 2014, consists of Alstyle Apparel. This group is primarily engaged in the production and sale of activewear including t-shirts, fleece goods, and other wearables. Alstyle sales are seasonal, with sales in the first and second quarters generally being the highest. Substantially all of the Apparel Segment sales are to customers in the United States.

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

Segment data for the three and sixnine months ended August 31,November 30, 2014 and August 31,November 30, 2013 were as follows (in thousands):

 

  Print   Apparel     Consolidated   Print   Apparel   Consolidated 
  Segment   Segment   Corporate Totals   Segment   Segment Corporate Totals 

Three months ended August 31, 2014:

       

Three months ended November 30, 2014:

      

Net sales

  $97,652    $49,319   $—     $146,971  

Depreciation

   1,599     928   67   2,594  

Amortization of identifiable intangibles

   1,046     367    —     1,413  

Impairment of goodwill and trademarks

   —       93,324    —     93,324  

Segment earnings (loss) before income tax

   17,100     (93,218 (4,617 (80,735

Segment assets

   229,111     196,467   19,139   444,717  

Capital expenditures

   615     63   19   697  

Three months ended November 30, 2013:

      

Net sales

  $97,881    $53,960    $—     $151,841    $89,671    $46,879   $—     $136,550  

Depreciation

   1,627     945     67   2,639     1,502     956   56   2,514  

Amortization of identifiable intangibles

   1,053     366     —     1,419     858     367    —     1,225  

Segment earnings (loss) before income tax

   18,295     911     (3,307 15,899     16,040     3,014   (4,215 14,839  

Segment assets

   232,178     296,202     17,641   546,021     224,233     317,314   16,050   557,597  

Capital expenditures

   498     119     5   622     1,002     850   18   1,870  

Nine months ended November 30, 2014:

      

Net sales

  $283,917    $156,081   $—     $439,998  

Depreciation

   4,790     2,824   201   7,815  

Amortization of identifiable intangibles

   3,149     1,100    —     4,249  

Impairment of goodwill and trademarks

   —       93,324    —     93,324  

Segment earnings (loss) before income tax

   50,877     (91,131 (11,833 (52,087

Segment assets

   229,111     196,467   19,139   444,717  

Capital expenditures

   1,365     229   30   1,624  

Nine months ended November 30, 2013:

      

Net sales

  $250,063    $160,241   $—     $410,304  

Depreciation

   4,240     2,888   138   7,266  

Amortization of identifiable intangibles

   1,715     1,100    —     2,815  

Segment earnings (loss) before income tax

   43,094     13,283   (12,480 43,897  

Segment assets

   224,233     317,314   16,050   557,597  

Capital expenditures

   2,355     1,033   655   4,043  

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31,NOVEMBER 30, 2014

 

12.Segment Information and Geographic Information-continued

 

   Print   Apparel      Consolidated 
   Segment   Segment   Corporate  Totals 

Three months ended August 31, 2013:

       

Net sales

  $78,953    $56,335    $—     $135,288  

Depreciation

   1,361     962     42    2,365  

Amortization of identifiable intangibles

   429     366     —      795  

Segment earnings (loss) before income tax

   13,607     5,901     (3,953  15,555  

Segment assets

   159,637     303,450     24,192    487,279  

Capital expenditures

   874     33     597    1,504  

Six months ended August 31, 2014:

       

Net sales

  $186,265    $106,762    $—     $293,027  

Depreciation

   3,191     1,896     134    5,221  

Amortization of identifiable intangibles

   2,103     733     —      2,836  

Segment earnings (loss) before income tax

   33,777     2,087     (7,216  28,648  

Segment assets

   232,178     296,202     17,641    546,021  

Capital expenditures

   750     166     11    927  

Six months ended August 31, 2013:

       

Net sales

  $160,392    $113,362    $—     $273,754  

Depreciation

   2,738     1,932     82    4,752  

Amortization of identifiable intangibles

   857     733     —      1,590  

Segment earnings (loss) before income tax

   27,054     10,269     (8,265  29,058  

Segment assets

   159,637     303,450     24,192    487,279  

Capital expenditures

   1,353     183     637    2,173  

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

 

   United States   Canada   Mexico   Total 

Three months ended August 31, 2014:

        

Net sales to unaffiliated customers

        

Print Segment

  $97,881    $—      $—      $97,881  

Apparel Segment

   47,962     5,364     634     53,960  
  

 

 

   

 

 

   

 

 

   

 

 

 
  $    145,843    $  5,364    $634    $151,841  
  

 

 

   

 

 

   

 

 

   

 

 

 

Identifiable long-lived assets

        

Print Segment

  $44,699    $—      $—      $44,699  

Apparel Segment

   114     64     42,505     42,683  

Corporate

   3,650     —       —       3,650  
  

 

 

   

 

 

   

 

 

   

 

 

 
  $48,463    $64    $42,505    $91,032  
  

 

 

   

 

 

   

 

 

   

 

 

 

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2014

12.Segment Information and Geographic Information-continued

  United States   Canada   Mexico   Total   United States   Canada   Mexico   Total 

Three months ended August 31, 2013:

        

Three months ended November 30, 2014:

        

Net sales to unaffiliated customers

                

Print Segment

  $78,953    $—      $—      $78,953    $97,652    $—      $—      $97,652  

Apparel Segment

   50,717     5,510     108     56,335     44,873     4,104     342     49,319  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  $    129,670    $5,510    $108    $135,288    $    142,525    $  4,104    $342    $146,971  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

As of November 30, 2014

        

Identifiable long-lived assets

                

Print Segment

  $39,007    $—      $—      $39,007    $43,541    $—      $—      $43,541  

Apparel Segment

   191     46     44,681     44,918     104     60     40,348     40,512  

Corporate

   3,859     —       —       3,859     3,603     —       —       3,603  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  $43,057    $46    $44,681    $87,784    $47,248    $60    $40,348    $87,656  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Six months ended August 31, 2014:

        

Three months ended November 30, 2013:

        

Net sales to unaffiliated customers

                

Print Segment

  $186,265    $—      $—      $186,265    $89,671    $—      $—      $89,671  

Apparel Segment

   95,964     9,991     807     106,762     42,157     4,567     155     46,879  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  $282,229    $9,991    $807    $293,027    $131,828    $4,567    $155    $136,550  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Six months ended August 31, 2013:

        

As of November 30, 2013

        

Identifiable long-lived assets

        

Print Segment

  $45,022    $—      $—      $45,022  

Apparel Segment

   168     44     44,941     45,153  

Corporate

   3,821     —       —       3,821  
  

 

   

 

   

 

   

 

 
  $49,011    $44    $44,941    $93,996  
  

 

   

 

   

 

   

 

 

Nine months ended November 30, 2014:

        

Net sales to unaffiliated customers

                

Print Segment

  $160,392    $—      $—      $160,392    $283,917    $—      $—      $283,917  

Apparel Segment

   102,419     10,772     171     113,362     140,837     14,095     1,149     156,081  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  $262,811    $10,772    $171    $273,754    $424,754    $14,095    $1,149    $439,998  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Nine months ended November 30, 2013:

        

Net sales to unaffiliated customers

        

Print Segment

  $250,063    $—      $—      $250,063  

Apparel Segment

   144,576     15,339     326     160,241  
  

 

   

 

   

 

   

 

 
  $394,639    $15,339    $326    $410,304  
  

 

   

 

   

 

   

 

 

13.Supplemental Cash Flow Information

Net cash flows from operating activities reflect cash payments for interest and income taxes as follows (in thousands):

 

  Six months ended   Nine months ended 
  August 31,   November 30, 
  2014   2013   2014   2013 

Interest paid

  $976    $465    $1,495    $774  

Income taxes paid

  $9,969    $7,229    $14,484    $12,535  

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2014

14.Income Taxes

For the nine months ended November 30, 2014 and 2013, we recognized a provision for income taxes of $1.0 million and $16.0 million, respectively. The following is a reconciliation of the statutory federal and state tax rates to our projected annual effective rate at November 30, 2014 and 2013.

   November 30, 
   2014  2013 

Federal statutory rate

   35.0  35.0

State statutory rate, net of Federal tax effect

   (1.5  3.5  

Differences in taxable (loss) income from GAAP income

   2.1    (1.5

Impairment of goodwill

   (37.6  —    
  

 

 

  

 

 

 

Effective Tax Rate

   (2.0)%   37.0
  

 

 

  

 

 

 

15.Concentrations of Risk

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

The Company, for quality and pricing reasons, purchases its paper, cotton and yarn products from a limited number of suppliers. To maintain its high standard of color control associated with its apparel products, the Company purchases its dyeing chemicals from limited sources. While other sources may be available to the Company to purchase these products, they may not be available at the cost or at the quality the Company has come to expect.

For the purposes of the Consolidated Statements of Cash Flows, the Company considers cash to include cash on hand and in bank accounts. The Federal Deposit Insurance Corporation (“FDIC”) insures accounts up to $250,000. At August 31,November 30, 2014, cash balances included $11.5$12.2 million that was not federally insured because it represented amounts in individual accounts above the federally insured limit for each such account. This at-risk amount is

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14.Concentrations of Risk-continued

subject to fluctuation on a daily basis. While management does not believe there is significant risk with respect to such deposits, we cannot be assured that we will not experience losses on our deposits. At August 31,November 30, 2014, the Company had $0.8$0.9 million in Canadian and $0.8$0.7 million in Mexican bank accounts.

15.16.Subsequent Events

On SeptemberDecember 19, 2014, the Board of Directors of Ennis, Inc. declared a 17 12 cents aper share quarterly dividend to be payable on November 3, 2014February 2, 2015 to shareholders of record on October 8,January 7, 2015. The Board also authorized an additional $10.0 million to be available to the Company’s Share Repurchase Program.

On January 5, 2015, the Company announced the completion of the acquisition of Kay Toledo Tag and Special Service (collectively “Kay Toledo”) for $16.0 million in a stock purchase transaction that closed December 31, 2014. An additional $1.0 million is available to earn over the next 3 years under an earn-out provision if certain financial metrics are met. Kay Toledo has locations in Toledo, Ohio and Neenah, Wisconsin through Special Service Partners. Experts in the digital printing and customer shore-run printing, Kay Toledo Tag produces tags, labels, tickets and commercial printing. Kay Toledo has $25.0 million in sales and sells through distributors and resellers. The Company will have 5 tag facilities in Texas, Iowa, Ohio and Wisconsin. The Company used its line of credit facility to fund the cash portion of the purchase price.

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

Overview

Ennis, Inc. (formerly Ennis Business Forms, Inc.) was organized under the laws of Texas in 1909. Ennis, Inc. and its subsidiaries print and manufacture a broad line of business forms and other business products (the “Print Segment”) and also manufacture a line of activewear (the “Apparel Segment”) for distribution throughout North America. The Print Segment distributes business products and forms throughout the United States primarily through independent dealers. This distributor channel encompasses independent print distributors, commercial printers, direct mail, fulfillment companies, payroll and accounts payable software companies, and advertising agencies, among others. The Apparel Segment produces and sells activewear, including t-shirts, fleece goods, and other wearables. Distribution of our activewear throughout the United States, Canada and Mexico is primarily through sales representatives. The distributor channel encompasses activewear wholesalers and screen printers. We offer a great selection of high-quality activewear apparel with a wide variety of styles and colors in sizes ranging from toddler to 6XL. The apparel line features a wide variety of tees and fleece.

On June 16, 2014, we acquired the assets of Sovereign Business Forms, and its related entities, TRI-C Business Forms, Inc., Falcon Business Forms, Inc., Forms Manufacturers, Inc., Mutual Graphics, Inc., and Curtis Business Forms, Inc. (the “businesses”) for $10.5$10.6 million in cash plus the assumption of certain trade liabilities. In addition, if certain financial metrics are met, up to an additional $1.0 million is available to earn over the next 4 years under an earn-out provision. The cash portion of the purchase price was funded by borrowing under our line of credit facility. The businesses produce snap sets, continuous forms and checks, laser forms, cut sheet forms and checks, and imprinted envelopes. Sovereign Business Forms generated approximately $27.1 million in sales for the twelve month period ended December 31, 2013 and will continue to operate under their respective brand names.

On September 27, 2013, we acquired the assets of the Custom Envelope Division (“CED”), part of the Custom Resale Group of Cenveo, Inc., for $47.25 million in cash plus the assumption of certain trade liabilities. The cash portion of the purchase price was funded by borrowing under our line of credit facility. The CED assets are comprised of the Wisco®Wisco® brand (“Wisco”), which is produced at an owned facility in Tullahoma, TN, and the National Imprint Corporation (“NIC”) and National Imprint Corporation®Corporation® brand, which is produced in a leased facility in Claysburg, PA. Wisco produces and folds various types of envelopes, and NIC is an imprinter of envelopes. Both of these products are sold through print distributors and will continue to be operated under the Wisco and NIC brand names at their respective locations. Wisco and NIC had sales in excess of $40 million for the twelve month period ended December 31, 2012.

On September 30, 2013, we acquired the assets of the businesses operating under the trade name of Folder Express®Express® from Wright Printing Company for $14.6 million in cash plus the assumption of certain trade payables. The cash portion of the purchase price was funded by borrowing under our line of credit facility. The businesses produce folders and specialty folders for music stores and public schools. The businesses had combined sales of approximately $20 million during the twelve month period ended December 31, 2012 and will continue to be operated under the Folder Express and other brand names.

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Business Segment Overview

Our management believes we are the largest provider of business forms, labels, tags, envelopes, and presentation folders to independent distributors in the United States and are also one of the largest providers of blank t-shirts in North America to the activewear market. We operate in two reportable segments: Print and Apparel. For additional financial information concerning segment reporting, please see Note 12 of the Notes to the Consolidated Financial Statements beginning on page 18.

Print Segment

The Print Segment, which represented 64%66% and 65% of our consolidated net sales for the three and sixnine months ended August 31,November 30, 2014, is in the business of manufacturing, designing and selling business forms and other printed business products

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primarily to distributors located in the United States. The Print Segment operates 5556 manufacturing plants throughout the United States in 22 strategically located states. Approximately 96% of the business products manufactured by the Print Segment are custom and semi-custom products, constructed in a wide variety of sizes, colors, number of parts and quantities on an individual job basis depending upon the customers’ specifications.

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

The Print Segment sells predominantly through printers and independent distributors. Northstar 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), as does Adams-McClure, where sales are generally through advertising agencies.

The printing industry generally sells its products either through sales made predominantly to end users, a market dominated by a few large manufacturers, such as R.R. Donnelley, Standard Register, and Cenveo, 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, labels, tags, envelopes, and presentation folders in the United States distributing primarily through independent dealers.

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

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

Raw materials of the Print Segment principally consist of a wide variety of weights, widths, colors, sizes, and qualities of paper for business products purchased from a number of major suppliers at prevailing market prices.

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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.

Our Print Business Challenges - In our Print Segment, we are engaged in an industry undergoing significant changes. 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. We face highly competitive conditions in an already over-supplied, price-competitive industry. Our challenges in the Print Segment of our business include the following:

Transformation of our portfolio of products– While traditional business documents are essential in order to conduct business, many are being replaced or devalued with advances in digital technologies, causing steady declines in demand for a portion of our current product line. Transforming our product offerings in order to continue to provide innovative, valuable solutions 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

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business environments. In addition, we will continue to look for new market opportunities and niches, such as the addition of our envelope offerings, healthcare wristbands, secure document solutions, innovative in-mold label offerings and long-run integrated products with high color web printing that provide us with an opportunity for growth and differentiate us from our competition.

Excess production capacity and price competition within our industry – Paper mills continue to adjust production capacity through downtime and closures to attempt to keep supply in line with demand. Due to the limited number of paper mills, paper prices have been and are expected to remain fairly volatile. We have generally been able to pass through increased paper costs, although this can often take several quarters due to the custom nature of our products and/or contractual relationships with some of our customers. We will continue to focus our efforts on effectively managing and controlling our product costs to minimize these effects on our operational results, primarily through the use of forecasting models and production and costing models.

Continued economic uncertainties and weather related issues – Decreased demand due to economic uncertainties and intensified price competition resulted in a decline in our revenue during the past several fiscal years above historical averages. Unusual weather related issues during the fourth quarter of fiscal year 2014 caused our sales to be less than forecasted. We continue to focus on customer retention, expanding our growth targeted products and continuing to develop new market niches.

Apparel Segment

The Apparel Segment represented 36%34% and 35% of our consolidated net sales for the three and sixnine months ended August 31,November 30, 2014, and operates under the name of Alstyle Apparel (“Alstyle”). Alstyle markets high quality knitted activewear (including t-shirts, tank tops, and fleece) across all market segments. The main products of Alstyle are standardized shirts manufactured in a variety of sizes and colors. Approximately 98% of Alstyle’s revenues are derived from t-shirt sales and approximately 91%90% of their sales are sold domestically. Alstyle’s branded product lines are sold mainly under the AAA®AAA® and Murina®Murina® brands.

Effective July 2011, Alstyle began operations in an owned manufacturing facility located in Agua Prieta, Mexico. Previously Alstyle operated in a leased manufacturing facility located in Anaheim, CA. Alstyle has three cut and sew facilities in Mexico (Agua Prieta, Ensenada and Hermosillo). In addition to its own cut and sew facilities, Alstyle may also use outsourced manufacturers from time to time to supplement a portion of its cut and sew needs. After sewing and packaging is completed, the product is shipped to one of Alstyle’s nine distribution centers located across the United States, Canada, and Mexico.

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

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

A majority of Alstyle’s sales are branded products, with the remainder being customers’ private label products. Generally, sales to screen printers and mass marketers are driven by price and the availability of products, which directly impacts our inventory level requirements. Sales in the private label business are characterized by slightly higher customer loyalty.

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

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

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

Raw materials of the Apparel Segment principally consist of cotton and polyester yarn purchased from a number of major suppliers at prevailing market prices, although we purchased 42%40% of our cotton and yarn during the current period from one supplier.

Our Apparel Business Challenges -In our apparel segment industry, our market niche is highly competitive and commodity driven. In the past, the domestic apparel industry was generally dominated by a limited number of companies. However, due to changes in regulations and trade agreements in the last few years, this industry has become more globalized and our core competition has now extended to other parts of the world, particularly Asia and Central America. While the domestic economic environment has improved somewhat in the last few years which has led to increased demand, thisdemand remains overall rather lethargic and globalization has led to increased pricing pressures and has led to the direct importation by many screen-printers and big-box suppliers products that were once sourced domestically.

In addition, many retailers have started to pre-approve many manufacturers. This has allowed screen-printers and big-box suppliers to use any supplier on a retailer’s pre-approved list without having to take full responsibility for the quality of products being shipped to the stores. As such, the overall quality of the product has become of lesser concern to screen-printers and big-box suppliers. Alstyle believes their products to be some of the highest in the industry with respect to quality and color consistency. However, such quality comes at a cost which has become more difficult to recoup in today’s market. However, it appears lately that some retailers are starting to become more concerned with the quality of garments in their stores. If these concerns are continuingcontinue and lead to improvements in the pre-approval process and in-store inspections, such changes could benefit Alstyle in the future.

In order to find their niche to survive in a highly competitive and globalized environment, some of our customers and their customers have moved to alternative fabrics to differentiate themselves from others. While some smaller

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garments producers are well set to change quickly as market demand changes on fabrics and colors, such changes are not best for large manufactures like Alstyle. However, Alstyle is currently working very diligently on dealing with such changes in fabrics and fashions, which come with inherent risks.

The unusual domestic winter weather conditions at the end of last fiscal year negatively impacted the already weak retail landscape, and definitely contributed to the softness in our Apparel sales during the current fiscal year. While we did see some improvement during the second and third quarter as our volume was up, 1%, the overall domestic retail environment continues to be weak and extremely challenging from both a volume and pricing perspective.

Cotton prices – Our business can be affected by dramatic movements in cotton prices. The cost incurred for materials, i.e., yarn, thread, etc. is capitalized into inventory and impacts the Company’s operating results as inventory is sold, which could take six months or longer after the materials are purchased, depending on inventory turns. Consequently, increases or decreases in cotton costs

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can have a significant impact on the Company’s operational results for many quarters. A reduction in the spot price of cotton added additional complexities to an already competitive marketplace during fiscal year 2013. The divergence between the current cost of cotton and the cost residing in most manufacturers’ finished goods inventories was at historical levels, creating market valuation issues for some and sale side pressure for others. We lock in the cost of yarn from our primary suppliers in an attempt to protect our business from the volatility of the market price of cotton. The divergence between the cost of cotton in our finished goods inventory and the current price of cotton is now in line with historical measurements. However, the positive impact of lower cotton costs on our operational results in fiscal year 2013, which help offset the negative impact of lower selling prices, has all but abated. Therefore, continued downward pressure on selling prices due to competitive pricing pressures may negatively impact our reported operating margins, unless offset by operational improvements. In addition, other input costs (i.e., dye and other chemicals cost, etc.), have started to increase over comparable periods, which will also negatively impact our reported margins without an increase in selling price. Cotton prices, while initially increasing during the start of our fiscal year, have been declining over the past several months. However, until these lower costs can make their way through our inventory, which based upon our current inventory cycle would be around 5 months, these lower costs will not have a potentially positive impact on our operational performance. In fact, if these lower commodity prices put even more of a strain on selling prices, they could have quite the opposite impact on our operational performance.

Agua Prieta manufacturing facility– The manufacturing facility in Agua Prieta, Mexico (“AP”) became operational in July 2011, and all production has now been transitioned from our Anaheim, CA (“Anaheim”) facility to the AP facility. Production levels at the plant are running at required levels to satisfy demand, but well below originally estimated levels due to lower revenues, resulting from market softness, economic conditions and the previous non-competitive cost position of our finished goods inventory during fiscal year 2013. In addition, from time-to-time we have had disruptions in our labor/utility services which impacted our manufacturing through-put. While we do not foresee any obstacles to increasing production levels to coincide with increases in demand, current market conditions have limited our ability to do so. Without increases in production levels we will not be able to realize the expected production efficiencies nor costscost savings originally associated with this plant, which could impact our ability to reach margins once envisioned.

Continued economic uncertainties – The economic climate in which we operate continues to be volatile and challenging both domestically and internationally. While the domestic economy has recovered somewhat, the recovery has not been as broad-based as recoveries in the past. Unemployment still remains relatively high, and the disposable income of the majority of the population remains restrained. We saw a significant drop in our sales during the latter half of fiscal year 2012 due to competitive pricing pressures, which we attribute to softness in the market. During fiscal years 2013 and 2014 the marketplace continued to be extremely competitive, with prices continuing to be driven lower as manufacturers tried to maintain certain volume levels. These challenging times resulted in us taking an impairment charge to the value of our apparel assets on several occasions. We continue to see the same challenging environment during this fiscal year, which has resulted in our apparel operating results to date being below expectations. We have recently introduced some new sales programs and entered into some new sales channels which we think should allow us to grow our revenue and getimprove our operating results more in-line with our original expectations for the fiscal year. Whether or not these programs will be successful and whether or not the market willresults. However, we continue to be extremelysee the same challenging forenvironment during the remainder of this fiscal year and well into our next is unknown.fiscal year, as competitors continue to announce potential discounting programs to maintain marketshare. As a result we determined that an additional impairment charge of $93.3 million to the carrying value of our Apparel Segment’s recorded goodwill and intangible assets was required to be taken. While we feel we are in a better position today than in years past to deal with these challenges, if our operating results continue to be below expectations and the current challenging retail environment is expected to be with us for some time,continues, we may be required to take anotherfurther impairment chargecharges in future fiscal year 2015.

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years.

Cautionary Statements Regarding Forward-Looking Statements

You should read this discussion and analysis in conjunction with our Consolidated Financial Statements and the related notes appearing elsewhere in this Report. All of the statements in this Report, other than historical facts, are forward-looking statements, including, without limitation, the statements made in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” particularly under the caption “Overview.” As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. The words “could,” “should,” “feel,

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“feel,” “anticipate,” “aim,” “preliminary,” “expect,” “believe,” “estimate,” “intend,” “intent,” “plan,” “will,” “foresee,” “project,” “ forecast,” or the negative thereof or variations thereon, and similar expressions identify forward-looking statements.

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

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

We believe these forward-looking statements are based upon reasonable assumptions. All such statements involve risks and uncertainties, and as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including but not limited to, general economic, business and labor conditions and the potential impact on our operations; our ability to implement our strategic initiatives and control our operational costs; dependence on a limited number of key suppliers; our ability to recover the rising cost of raw materials and other costs (i.e., energy, freight, labor, benefit costs, etc.) in markets that are highly price competitive and volatile; our ability to get our utilities to meet our projected demand; our ability to timely or adequately respond to technological changes in the industry; 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; changes in economic, political and social instability relating to our foreign operations; customer credit risk; competitors’ pricing strategies; a decline in business volume and profitability could result in an impairment in our reported goodwill negatively impacting our operational results (see above)below); our ability to retain key management personnel; our ability to identify, manage or integrate acquisitions; and changes in government regulations. 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, 2014 before making an investment in our common stock.

Critical Accounting Policies and Estimates

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

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We maintain a defined benefit retirement plan (the “Pension Plan”) for employees. Included in our financial results are Pension Plan costs that are measured using actuarial valuations. The actuarial assumptions used may differ from actual results. As our Pension Plan assets are invested in marketable securities, fluctuations in market values could potentially impact our funding status and associated liability recorded.

Amounts allocated to intangibles (amortizable and non-amortizable) and goodwill are determined based on valuation analysis for our acquisitions. Amortizable intangibles are amortized over their expected useful lives. We evaluate these amounts periodically (at

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(at least once a year) to determine whether a triggering event has occurred during the year that would indicate potential impairment.

We exercise judgment in evaluating our indefinite and long-lived assets for impairment. We assess the impairment of long-livedindefinite-lived assets that include other intangible assets, goodwill, trademarks and property, plant, and equipmenttrade names at least annually or earlier if events or changes in circumstances indicate that the carrying value may not be recoverable (see discussion underrecoverable. Such circumstances include: (1) a significant adverse change in legal factors or the business environment, or (2) other adverse changes in the assessment of future operations of the reporting unit. We test impairment at the reporting unit level, which we have determined is at the Print Segment and Apparel Segment – Continued economic uncertainties” on page 25).level. In performing tests oftesting whether there is an impairment to goodwill we must make assumptions regarding the estimated future cash flows and other factors to determineuse a two-step approach. In step one, we compare the fair value of the respectivereporting unit to which goodwill is assigned to its carrying value. If the estimated fair value of a reporting unit exceeds its carrying amount, then we conclude that no goodwill impairment has occurred and step two is not required. If the carrying amount of a reporting unit exceeds its estimated fair value, a potential impairment is indicated, and step two is performed. In step two, we compare the carrying amount of the reporting unit’s goodwill to its implied fair value. In calculating the implied fair value of reporting unit’s goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities, including unrecognized intangible assets, of that reporting unit based on their fair values, similar to the allocation that occurs in assessinga business combination. The excess of the recoverabilityfair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. If the implied fair value of goodwill exceeds the carrying amount, goodwill is not impaired.

In estimating the fair value of reporting units, we make estimates and judgments about future cash flows and market valuations using a combination of income and market approaches, as appropriate. We primarily rely upon a discounted cash flow analysis, an income-based approach, which includes assumptions for, among others, discount rates, cash flow projections, growth rates and terminal value rates, all of which require various significant estimates and judgments. This type of analysis contains uncertainties because it requires management to make assumptions and apply judgment to estimate industry economic factors and the profitability of future business strategies. It is our policy to conduct impairment testing based on our current business strategy in light of present industry and economic conditions, as well as our future expectations. We have not made material changes in the accounting methodology we use to assess goodwill impairment during the past three years. Changes in the estimates, assumptions and other qualitative factors used to conduct goodwill impairment tests, including future cash flow projections, could indicate that our goodwill is impaired in future periods and result in a potentially material impairment of goodwill. During the preparation of the annual impairment analysis there were indicators that an impairment may exist with respect to the Company’s Apparel Segment. Therefore, the execution of the formal impairment analysis with respect to the Company’s Apparel Segment was accelerated. During the preparation of the impairment testing analysis on the Apparel Segment, it was determined that an estimated impairment charge of $55.9 million was required to the Apparel Segment’s recorded goodwill, or 100% of the recorded value of such goodwill prior to such impairment charge, to reduce the carrying value to its estimated fair value.

To test impairment of acquired indefinite-lived intangible assets (i.e. trademarks and trade names), the fair values are estimated and compared to their carrying values. We recognize an impairment charge when the estimated fair value of the intangible asset is less than the carrying value. We estimate the fair value of trademarks and trade names based on an income-based approach – the relief from royalty method. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates in the category of intellectual property, discount rates and other variables. For the indefinite-lived trademark/trade name impairment analysis conducted with respect to our Apparel Segment for fiscal year 2015, we concluded that we needed to take an estimated non-cash impairment charge of $37.4 million to trademarks related to our Apparel Segment, or approximately 74% of the recorded value of such trademarks prior to such impairment charge.

While our impairment analysis process is substantially complete with respect to our Apparel Segment and the impairment expense recorded is based on the best information currently available, we will finalize the analysis during the fourth quarter and adjust the estimate if necessary. During the same time period, we will also complete the impairment analysis of our long-lived assets. If these estimates orPrint Segment as no impairment indicators were noted during our initial review.

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FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2014

We believe our businesses will generate sufficient undiscounted cash flow to more than recover the related assumptions change,investments we may be required to record impairment charges for these assetshave made in property, plant and equipment, as well as the future. Actual results could differ from assumptions made by management. At August 31, 2014, our goodwill and other intangible assets were approximately $116.2 million and $111.9 million, respectively. Management will complete its annual impairment analysis during the 4th quarterintangibles recorded as a result of this fiscal year. We cannot predict the occurrence of future impairmentsour acquisitions, as adjusted, absent some unforeseen occurrences or specific triggering-events, nor the impact such events might have on our reported asset values.triggering events.

Revenue is generally recognized upon shipment of products. Net sales consist of gross sales invoiced to customers, less certain related charges, including discounts, returns and other allowances. Returns, discounts and other allowances have historically been insignificant. In some cases and upon customer request, we print and store custom print product for customer specified future delivery, generally within twelve months. In this case, risk of loss from obsolescence passes to the customer, the customer is invoiced under normal credit terms and revenue is recognized when manufacturing is complete. Approximately $3.0$3.8 million and $6.5$10.3 million of revenue were recognized under these agreements during the three and sixnine months ended August 31,November 30, 2014, respectively, as compared to $3.7$3.6 million and $6.8$10.4 million during the three and sixnine months ended August 31,November 30, 2013, respectively.

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

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

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

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2014

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

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

Results of Operations

The discussion that follows provides information which we believe is relevant to an understanding of our results of operations and financial condition. The discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and notes thereto, which are incorporated herein by reference. This analysis is presented in the following sections:

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2014

 

  Consolidated Summary– this section provides an overview of our consolidated results of operations for the three and sixnine months ended August 31,November 30, 2014 and August 31,November 30, 2013.

 

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

Consolidated Summary

 

Consolidated Statements of Earnings - Data(Dollars in
thousands)

  Three Months Ended August 31, Six Months Ended August 31, 
2014 2013 2014 2013 

Consolidated Statements of Earnings - Data (Dollars in
thousands
)

  Three Months Ended November 30, 2014 Nine Months Ended November 30, 2014 
2014 2013 2014 2013 

Net sales

  $151,841   100.0 $135,288   100.0 $293,027   100.0 $273,754   100.0  $146,971   100.0 $136,550   100.0 $439,998   100.0 $410,304   100.0

Cost of goods sold

   113,653   74.9  98,629   72.9  219,451   74.9  201,300   73.5    110,455   75.2   98,791   72.3   329,906   75.0   300,091   73.1  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Gross profit margin

   38,188    25.1    36,659    27.1    73,576    25.1    72,454    26.5     36,516    24.8    37,759    27.7    110,092    25.0    110,213    26.9  

Selling, general and administrative

   21,824    14.4    21,083    15.6    43,619    14.9    43,288    15.8     23,817    16.2    22,340    16.4    67,436    15.3    65,628    16.0  

Impairment of goodwill and trademarks

   93,324    63.5    —      —      93,324    21.2    —      —    

Gain from disposal of assets

   (3  —      (248  (0.2)  (4  —      (255  (0.1)   (15  —      (15  —      (19  —      (270  (0.1
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Income from operations

   16,367    10.7    15,824    11.7    29,961    10.2    29,421    10.8  

Income (loss) from operations

   (80,610  (54.9  15,434    11.3    (50,649  (11.5  44,855    11.0  

Other expense, net

   (125  (0.1  (595  (0.4  (1,438  (0.3  (958  (0.2
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Earnings (loss) before income taxes

   (80,735  (55.0  14,839    10.9    (52,087  (11.8  43,897    10.8  

Provision for income taxes

   (9,556  (6.6  5,490    4.1    1,044    0.2    16,241    4.1  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net earnings (loss)

  $(71,179  (48.4)%  $9,349    6.8 $(53,131  (12.0)%  $27,656    6.7
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Proforma Earnings (Dollars in thousands)

                  

Income (loss) from operations - GAAP

  $(80,610 (54.9)%  $15,434   11.3 $(50,649 (11.5)%  $44,855   11.0

Impairment charge

   (93,324 (63.5  —      —     (93,324 (21.2  —      —    
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Income from operations, pre-impairment

   12,714    8.6    15,434    11.3    42,675    9.7    44,855    11.0  

Other expense, net

   (468  (0.3)  (269  (0.2)  (1,313  (0.4)  (363  (0.1)   (125  (0.1  (595  (0.4  (1,438  (0.3  (958  (0.2
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Earnings before income taxes

   15,899    10.4    15,555    11.5    28,648    9.8    29,058    10.7     12,589    8.5    14,839    10.9    41,237    9.4    43,897    10.8  

Provision for income taxes

   5,883    3.8   5,754    4.3   10,600    3.6   10,751    4.0    4,657    3.1    5,490    4.1    15,257    3.5    16,241    4.1  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net earnings

  $10,016    6.6 $9,801    7.2 $18,048    6.2 $18,307    6.7

Net earnings, pre-impairment

  $7,932    5.4 $9,349    6.8 $25,980    5.9 $27,656    6.7
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Three months ended August 31,November 30, 2014 compared to three months ended August 31,November 30, 2013

Net Sales.Our consolidated net sales were $151.8$147.0 million for the quarter ended August 31,November 30, 2014, compared to $135.3$136.6 million for the same quarter last year, or an increase of 12.2%7.6%. Print sales increased by 23.9%8.9% on a comparable quarter basis, from $79.0$89.7 million to $97.9$97.7 million. Our apparel sales, on a comparable quarter basis, declinedincreased from $56.3$46.9 million to $54.0$49.3 million, or 4.1%5.1%. Our apparel volume, which is continuing to be impacted by the weak domestic retail environment,marketplace pricing pressures was up 1.0%2.2% for the period. This increase in volume was offsetimproved by a 5.1% drop2.9% increase in our average selling price per unit.

Cost of Goods Sold.Our manufacturing costs increased by $15.1$11.7 million, from $98.6$98.8 million for the three months ended August 31,November 30, 2013 to $113.7$110.5 million for the three months ended August 31,November 30, 2014, or 15.3%11.8%. Our consolidated gross profit margin (“margin”) decreased from 27.1%27.7% to 25.1%24.8% for the quarter ended August 31,November 30, 2013 and August 31,November 30, 2014, respectively. While ourOur print margin increaseddecreased from 30.0%30.8% to 31.1%30.2%, due to improved operational efficiencies associated with our recent acquisitions,and our Apparel margin decreased from 23.1%21.7% to 14.3%14.2% due to higher input and higher manufacturing costs due to lower production volumes.

Selling, general and loweradministrative expense. For the three months ended November 30, 2014, our selling, prices.general and administrative expenses were $23.8 million, or 16.2% of sales, compared to $22.3 million, or 16.4% of sales for the three months ended November 30, 2013. Although our selling, general and administrative expenses increased on a dollar basis, due to recent print acquisitions, they decreased on a percentage of sales basis. We would expect these costs will continue to improve as we are to further integrate our print acquisitions into our operating systems/environment.

Impairment of goodwill and trademarks. The goodwill impairment charge was primarily driven by marketplace pricing pressures and a challenging retail environment which has negatively impacted the forecasted cash flows of our Apparel Segment. During the preparation of the annual impairment analysis there were indicators that an impairment may exist with respect to the Company’s Apparel Segment. Therefore, the execution of the formal impairment analysis with respect to the Company’s Apparel Segment was accelerated into the third

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31,NOVEMBER 30, 2014

 

Selling, general and administrative expense.For the three months ended August 31, 2014,quarter. As a result, after conducting our selling, general and administrative expenses were $21.8annual impairment testing relating to our Apparel Segment, we determined that an estimated impairment charge of $93.3 million, or 14.4%approximately 88% (comprised of sales, compared to $21.1a $55.9 million, or 15.6%100% charge to goodwill and a $37.4 million, or approximately 74% charge to trademarks) was required to reduce the carrying values of sales fortheir reporting unit assets to their fair values. While our impairment analysis process is substantially complete with respect to our Apparel Segment and the three months ended August 31, 2013. Our selling, generalimpairment expense recorded is based on the best information currently available, we will finalize the analysis during the fourth quarter and administrative expenses continue to improve as we further integrate our print acquisitions into our operating systems/environment. In addition, we had lower bad debt expense this period compared toadjust the estimate if necessary. During the same time period, last year.we will also complete the impairment analysis of our Print Segment as no impairment indicators were noted during our initial review.

Gain from disposal of assets.The gain of $3,000$15,000 during the current quarter related primarily to the sale of manufacturing equipment. The gain of $248,000$15,000 for the three months ended August 31,November 30, 2013 related primarily to the sale of our print facility located in San Antonio, Texas, which we shut down during the first quarter of last fiscal year.miscellaneous manufacturing equipment.

Income from operations.Our income (loss) from operations for the three months ended August 31,November 30, 2014 was $16.4$(80.6) million or 10.7%(54.9)% of sales, as compared to $15.8$15.4 million, or 11.7%11.3% of sales for the three months ended August 31,November 30, 2013. The increasedecrease in our operational earnings related primarily to the impact of our recent print acquisitions, offset by the decline in the operational earnings of our Apparel segmentincome (loss) from operations during the period.three months ended November 30, 2014 resulted primarily from the non-cash impairment charge of $93.3 million to goodwill and trademarks. Excluding the impairment charge, our Non-GAAP income from operations would have been $12.7 million, or 8.7% of sales.

Other income and expense.Interest expense increased from $0.2$0.3 million for the three months ended August 31,November 30, 2013 to $0.5 million for the three months ended August 31,November 30, 2014. The increase in our interest expense during the quarter related to the increased level of debt outstanding which related to the funding of our various print acquisitions.

Provision for income taxes.Our effective tax rate remained level atfor the three months ended November 30, 2014 was 11.8% as compared to 37.0% for the three months ended August 31, 2013November 30, 2013. The decrease in our effective tax rate for the quarter ending November 30, 2014 was due to a non-deductible goodwill impairment charge of $55.9 million and 2014.a trademarks impairment charge of $37.4 million.

Net earnings.Due to the above factors, our net earnings (loss) for the three months ended August 31,November 30, 2014 were $10.0$(71.2) million, or 6.6%(48.4)% of sales, as compared to $9.8$9.3 million, or 7.2%6.8% of sales for the three months ended August 31,November 30, 2013. Our basic and diluted earnings (loss) per share were $0.39$(2.76) per share for the three months ended August 31,November 30, 2014, as compared to $0.38$0.36 per share for the three months ended August 31,November 30, 2013. Excluding the impairment charge, our Non-GAAP earnings for the quarter would have been approximately $7.9 million, or $0.31 per diluted share.

SixNine months ended August 31,November 30, 2014 compared to sixnine months ended August 31,November 30, 2013

Net Sales.For the sixnine month period, our net consolidated sales increased from $273.8$410.3 million to $293.0$440.0 million, or 7.0%7.2%. Our print sales, bolstered by the impact of recent acquisitions, increased $25.9$33.8 million, or 16.1%13.5%, from $160.4$250.1 million to $186.3$283.9 million for the sixnine month period. Our apparel sales, which continue to be negatively impacted by the weak domestic retail environment,marketplace pricing pressures, decreased by $6.6$4.1 million, or 5.8%2.6%, from $113.4$160.2 million to $106.8$156.1 million.

Cost of Goods Sold.Our manufacturing costs increased by $18.2$29.8 million from $201.3$300.1 million, or 73.5%73.1% of sales for the sixnine months ended August 31,November 30, 2013 to $219.5$329.9 million, or 74.9%75.0% of sales for the comparable period this year. Overall our margin decreased from 26.5%26.9% to 25.1%25.0% for the sixnine months ended August 31,November 30, 2013 and 2014, respectively. Our print margin increased during the period from 29.9%30.2% to 30.8%30.6%, while our apparel margin decreased from 21.7% to 15.1%14.8% due to higher input and manufacturing costs due to lower production volumes and lower selling prices.

Selling, general and administrative expense.For the sixnine months ended August 31,November 30, 2014, our selling, general and administrative expenses were $43.6$67.4 million compared to $43.3$65.6 million for the sixnine months ended August 31,November 30, 2013. The increase

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2014

in these expenses ason a dollar basis related primarily to our recent print acquisitions. However, while these expenses increased in a dollar basis, on a percentage of sales basis, they decreased from 15.8%16.0% to 14.9%15.3% due to our continued effort to eliminate redundant costs at ourthese recent print acquisitions. In addition, due to the continuing improvement in the overall aging of our receivables, we have been able to reduce our bad debt expense for the period by $1.9$2.1 million.

Impairment of goodwill and trademarks. The goodwill impairment charge was primarily driven by marketplace pricing pressures and a challenging retail environment which has negatively impacted the forecasted cash flows of our Apparel Segment. During the preparation of the annual impairment analysis there were indicators that an impairment may exist with respect to the Company’s Apparel Segment. Therefore, the execution of the formal impairment analysis with respect to the Company’s Apparel Segment was accelerated. As a result, after conducting our annual impairment testing relating to our Apparel Segment, we determined that an estimated impairment charge of $93.3 million, or approximately 88% (comprised of a $55.9 million, or 100% charge to goodwill and a $37.4 million, or approximately 74% charge to trademarks) was required to reduce the carrying values of those reporting unit assets to their fair values. While our impairment analysis process is substantially complete with respect to our Apparel Segment and the impairment expense recorded is based on the best information currently available, we will finalize the analysis during the fourth quarter and adjust the estimate if necessary. During the same time period, we will also complete the impairment analysis of our Print Segment as mentioned earlier.

Gain from disposal of assets.The gain from disposal of assets of $4,000$19,000 for the sixnine months ended August 31,November 30, 2014 related primarily to the sale of manufacturing equipment. The gain from disposal of assets of $255,000$270,000 for the sixnine months ended August 31,November 30, 2013 related primarily to the sale of our print facility located in San Antonio, Texas.Texas as well as the sale of miscellaneous manufacturing equipment.

Income from operations.Our income (loss) from operations for the sixnine months ended August 31,November 30, 2014 was $30.0$(50.6) million, or 10.2%(11.5)% of sales compared to $29.4$44.9 million, or 10.8%10.9% of sales for the same period last year, or an increasea decrease of $0.6$95.5 million, or 2.0%212.7%. The increasedecrease in our operational earnings related primarily to the impact of our recent print acquisitions, offset by the lower earnings of our Apparel segmentincome (loss) from operations during the period.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31,nine months ended November 30, 2014

resulted primarily from the non-cash impairment charge of $93.3 million to goodwill and trademarks. Excluding the impairment charge, our Non-GAAP income from operations would have been $42.7 million, or 9.7% of sales.

Other income and expense.Our interest expense increased from $0.5$0.8 million for the sixnine months ended August 31,November 30, 2013 to $1.0$1.5 million for the sixnine months ended August 31,November 30, 2014. The increase in our interest expense during the quarterperiod related to the increased level of debt outstanding which related to the funding of our print acquisitions.

Provision for income taxes.Our effective tax rate remained level atfor the nine months ended November 30, 2014 was (2.0)% as compared to 37.0% for the sixthree months ended August 31, 2013November 30, 2013. The decrease in our effective tax rate for the quarter ending November 30, 2014 was due to a non-deductible goodwill impairment charge of $55.9 million and 2014.a trademarks impairment charge of $37.4 million.

Net earnings.Due to the above factors, our net earnings (loss) for the sixnine months ended August 31,November 30, 2014 were $18.0$(53.1) million, or 6.2%(12.0) % of sales, compared to $18.3$27.7 million, or 6.7% of sales for the sixnine months ended August 31,November 30, 2013. Our basic earnings (loss) per share for the sixnine months ended August 31,November 30, 2014 was $0.69$(2.05) per share compared to $0.70$1.06 per share for the sixnine months ended August 31,November 30, 2013. Our diluted earnings (loss) per share for the sixnine months ended August 31,November 30, 2014 was $0.69$(2.05) per share compared to $0.70$1.06 per share for the sixnine months ended August 31,November 30, 2013. Excluding the impairment charge, our Non-GAAP earnings for the period would have been approximately $26.0 million, or $1.00 per diluted share.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2014

Segment Operating Results

 

  Three months ended
August 31,
   Six months ended
August 31,
   Three months ended
November 30,
   Nine months ended
November 30,
 

Net Sales by Segment (in thousands)

  2014   2013   2014   2013   2014   2013   2014   2013 

Print

  $97,881    $78,953    $186,265    $160,392    $97,652    $89,671    $283,917    $250,063  

Apparel

   53,960     56,335     106,762     113,362     49,319     46,879     156,081     160,241  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $151,841    $135,288    $293,027    $273,754    $146,971    $136,550    $439,998    $410,304  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Print Segment. Our net print sales, which represented 64%66% and 65% of our consolidated sales for the three and sixnine months ended August 31,November 30, 2014, were approximately $97.9$97.7 million and $186.3$283.9 million, respectively, compared to $79.0$89.7 million and $160.4$250.1 million for the three and sixnine months ended August 31,November 30, 2013, respectively, an increase of $18.9$8.0 million or 23.9%8.9% for the quarter and an increase of $25.9$33.8 million or 16.1%13.5% for the period. Our recent print acquisitions impacted our print sales during the quarter by $21.1$12.3 million and $35.0$47.3 million for the period. These increases were offset by sales declines at our other print locations of 2.8%4.8% for the quarter and 5.7%5.4% for the period due to normal print attrition and overall weak general economic environment.

Apparel Segment. Our net apparel sales, which represented 36%34% and 35% of our consolidated sales for the three and sixnine months ended August 31,November 30, 2014, were approximately $54.0$49.3 million and $106.8$156.1 million, respectively, compared to $56.3$46.9 million and $113.4$160.2 million for the three and sixnine months August 31,November 30, 2013, respectively, a decreasean increase of $2.3$2.4 million, or 4.1%5.1% for the quarter and $6.5a decrease of $4.1 million, or 5.8%2.6% for the period. For the quarter apparelour volume was up 1.0%, while the average2.2% and our selling price per unitwas up 2.9% in comparison to prior year. For the year, our volume was basically flat, but our selling price was down 5.1%. For the period, apparel volume was down 0.8%2.6% in comparison to prior year. Apparel Segment sales continue to be impacted by a rather anemic domestic retail environment, competitor’s pricing pressures, and the average selling price per unit was down 5.0%. While our finished good pricing has allowedcontinued international competition due to relaxed import restrictions. We have recently introduced new sales programs and entered into new sales channels which we think should allow us to grow our revenue and improve our operating results. However, whether or not we will be more competitive, and while we continue to make cost-side improvements, the apparel market continues to be extremely challenging, both from a volume and pricing perspective. The domestic retail market continues to be soft. While we attributed the weaknesssuccessful in our first quarter to the extreme winter weather conditions experienced across the country during that time period, our second quarter sales, while improving some from a volume perspective, continued to be softer than expected. This market softness and the continued rather anemic and non-broad based economic recovery have led to continued market softness and the prevalence of pricing pressures in the marketplace. Whether this will continue throughout the remainder of the year and into the nextthese endeavors is unknown at this point. However, what is known is that this rather anemic retail environment has already lasted longer than historical norms.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2014

 

  Three months ended
August 31,
   Six months ended
August 31,
   Three months ended
November 30,
   Nine months ended
November 30,
 

Gross Profit by Segment (in thousands)

  2014   2013   2014   2013   2014   2013   2014   2013 

Print

  $30,489    $23,669    $57,440    $47,896    $29,504    $27,585    $86,944    $75,481  

Apparel

   7,699     12,990     16,136     24,558     7,012     10,174     23,148     34,732  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $38,188    $36,659    $73,576    $72,454    $36,516    $37,759    $110,092    $110,213  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Print Segment. Our print gross profit margin for the three and sixnine months ended August 31,November 30, 2014 was $30.5$29.5 million and $57.4$86.9 million respectively, as compared to $23.7$27.6 million and $47.9$75.5 million for the three and sixnine months ended August 31,November 30, 2013, respectively. For the quarter, print margin increaseddecreased from 30.0%30.8% to 31.1%30.2% compared to the same quarter last year, and increased from 29.9%30.2% to 30.8% compared to the same period last year. This is due primarily to our continued elimination of redundant costs associated with prior year acquisitions as we convert them onto our computer systems and into our production processes.

Apparel Segment. Our apparel gross profit margin for the three and sixnine months ended August 31,November 30, 2014 was $7.7$7.0 million and $16.1$23.1 million, respectively, as compared to $13.0$10.2 million and $24.6$34.7 million for the three and sixnine months ended August 31,November 30, 2013, respectively. As a percent of sales, our apparel margin was 14.3%14.2% and 15.1%14.8% for the three and sixnine months ended August 31,November 30, 2014, respectively, as compared to 23.1%21.7% and 21.7% for the three and sixnine months ended August 31,November 30, 2013, respectively. Our margins are highly dependent on the selling prices of our products and upon our production volumes. We attempt to align our production volumes with general market conditions, which continueapparel margin continues to be challenging and soft from historical norms. This continuing market softness has only intensified an already competitive landscape from a pricing perspective, as retailers and manufacturers fight to maintain their market share. Retailers in an attempt to maintain market share discount prices. Manufacturers, feeling the pressure to maintain production volumes,negatively impacted by higher input costs, lower selling prices due to retailers. Whether this challenging landscape will continue,marketplace selling pressures, and if so for how much longer, is unknownlower manufacturing efficiencies due to lower production volumes and the introduction of new manufactured products, where the production efficiencies are not at this point.the same level as mature products, relating to the new sales initiatives.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2014

 

  Three months ended
August 31,
   Six months ended
August 31,
   Three months ended
November 30,
   Nine months ended
November 30,
 

Profit by Segment (in thousands)

  2014   2013   2014   2013   2014 2013   2014 2013 

Print

  $18,295    $13,607    $33,777    $27,054    $17,100   $16,040    $50,877   $43,094  

Apparel

   911     5,901     2,087     10,269     (93,218 3,014     (91,131 13,283  
  

 

   

 

   

 

   

 

   

 

  

 

   

 

  

 

 

Total

   19,206     19,508     35,864     37,323     (76,118  19,054     (40,254  56,377  

Less corporate expenses

   3,307     3,953     7,216     8,265     4,617    4,215     11,833    12,480  
  

 

   

 

   

 

   

 

   

 

  

 

   

 

  

 

 

Earnings before income taxes

  $15,899    $15,555    $28,648    $29,058  

Earnings (loss) before income taxes

  $(80,735 $14,839    $(52,087 $43,897  
  

 

   

 

   

 

   

 

   

 

  

 

   

 

  

 

 

Print Segment. Our print profit for the three and sixnine months ended August 31,November 30, 2014 was $18.3$17.1 million and $33.8$50.9 million, respectively, as compared to $13.6$16.0 million and $27.1$43.1 million for the three and sixnine months ended August 31,November 30, 2013, respectively. As a percent of sales, our print profits increaseddecreased slightly from 17.2%17.9% to 18.7%17.5% for the comparable quarters and increased from 16.9%17.2 % to 18.1%17.9% compared to the same period last year due to improving operational performance of our prior year acquisitions.

Apparel Segment. During the third quarter ending November 30, 2014, we recorded an estimated non-cash impairment charge of $93.3 million, or approximately 88% (comprised of a $55.9 million, or 100% charge to goodwill and a $37.4 million, or approximately 74% charge to trademarks). Our Apparel Segment profits, absent this charge for the three and nine months, would have been $0.1 million and $2.2 million, respectively. As a resultpercent of the factors mentioned above,sales, our apparel profit decreased from $5.9 million, or 10.5%Apparel Segment pre-impairment profits were 0.2% and 1.4% of sales for the three and nine months ended August 31, 2013ending November 30, 2014, respectively. Our Apparel Segment continues to $0.9 million, or 1.7% of sales forbe impacted by the three months ended August 31, 2014. Our apparel profit decreased from $10.3 million, or 9.1% of sales for the six months ended August 31, 2013rather weak domestic retail environment, marketplace pricing pressures, and increased international competition due to $2.1 million, or 2.0% of sales for the six months ended August 31, 2014.relaxed import restrictions.

Liquidity and Capital Resources

 

(Dollars in thousands)

  August 31,
2014
   February 28,
2014
 

Working Capital

  $179,329    $172,266  

Cash

  $13,782    $5,316  

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2014

(Dollars in thousands)

  November 30,
2014
   February 28,
2014
 

Working Capital

  $178,690    $172,266  

Cash

  $14,668    $5,316  

Working Capital.Our working capital increased approximately $7.0$6.4 million or 4.1%3.7%, from $172.3 million at February 28, 2014 to $179.3$178.7 million at August 31,November 30, 2014. Our current ratio, calculated by dividing our current assets by our current liabilities, remained level atincreased from 5.1 to 1.0 at both February 28, 2014 and August 31,to 5.3 to 1.0 at November 30, 2014. The increase in our working capital related primarily to the increase in our cash of approximately $8.5 million, an increase in our receivables of $3.3$9.4 million and an increase in our prepaid items of approximately $1.6$2.0 million. These increases were offset by a decrease in our inventory of $4.3 million and a decrease in accounts payable and other accrued expenses of approximately $2.1$4.9 million.

 

  Six months ended August 31,   Nine months ended November 30, 

(Dollars in thousands)

  2014 2013   2014 2013 

Net Cash provided by operating activities

  $32,338   $40,104    $46,398   $38,571  

Net Cash used in investing activities

  $(11,414 $(1,204  $(12,386 $(64,912

Net Cash used in financing activities

  $(12,638 $(27,043

Net Cash provided by (used in) financing activities

  $(24,187 $28,912  

Cash flows from operating activities.Cash provided by operating activities decreasedincreased by $7.8 million from $40.1$38.6 million for the sixnine months ended August 31,November 30, 2013 to $32.3$46.4 million for the sixnine months ended August 31,November 30, 2014. Our lowerincreased operational cash flows in comparison to the comparable period last year was primarily due to the impact of apparel inventory on our operating cash. Last year our apparel inventory providedused approximately $9.0$7.8 million in cash, while this year it provided $5.7$6.1 million. In addition, our prepaid expensesaccounts receivable during the current period provided approximately $4.2$2.3 million less in operational cashmore than during the samecomparable period last year. These increases were offset by decreases of $4.3 million in our prepaid expenses, $1.8 million in accounts payable and accrued expenses, and $0.7 million in our liability for pension benefits.

Cash flows from investing activities.Cash used in investing activities increased $10.2decreased $52.5 million from $1.2$64.9 million to $11.4$12.4 million for the sixnine months ended August 31,November 30, 2013 and 2014, respectively. This was primarily due to $51.0 million less cash used in our print acquisitionacquisitions in the current quarter and $1.0 million less in cash provided from the disposal of property. This was offset by approximately $1.2period as well as $2.4 million less cash used for capital expenditures.

Cash flows from financing activities.We used $14.4$53.1 million lessmore in cash this period, than during the same period last year. We used $22.5$25.0 million in cash last year to pay down our debt as opposed to only $12.5$15.0 million this year. In addition, we borrowed $11.0$63.0 million on our line of credit last year as opposed to only borrowing $11.0 million this year. This was offset byWe also used $4.5 million more in cash this year to pay dividends and $2.5$6.6 million more to repurchase our common stock under our stock repurchase program. The reduction in the payment of dividends in the comparable period last year was due to the action taken by the Board, whereby, due to tax law uncertainties, the Board of Directors felt it appropriate to advance the payment of the normal January 2013 and May 2013 dividend payments into December 2012.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2014

Credit Facility.On September 19, 2013, we entered into the Third Amendment and Consent to Second Amended and Restated Credit Agreement (the “Agreement”) with a syndicate of lenders led by Bank of America, N.A. (the “Facility”). The Amendment amends and restates the financial covenant relating to Minimum Tangible Net Worth. The amended covenant requires a Minimum Tangible Net Worth of $100 million, with step-ups equal to 25% of consolidated net income. The Facility provides us access to $150.0 million in revolving credit, which we may increase to $200.0 million in certain circumstances, and matures on August 18, 2016. The Facility bears interest at the London Interbank Offered Rate (“LIBOR”) plus a spread ranging from 1.0% to 2.25% (LIBOR + 1.5% or 1.7% at August 31,November 30, 2014 and 1.43%1.49% at August 31,November 30, 2013), depending on our ratio of total funded debt to the sum of net earnings plus interest, tax, depreciation, amortization and amortizationimpairment (“Adjusted EBITDA”). As of August 31,November 30, 2014, we had $104.0$101.5 million of borrowings under the revolving credit line and $3.3$2.8 million outstanding under standby letters of credit arrangements, leaving us availability of approximately $42.7$45.7 million. The Facility contains financial covenants, restrictions on capital expenditures, acquisitions, asset dispositions, and additional debt, as well as other customary covenants, such as our minimum tangible equity level and total funded debt to Adjusted EBITDA ratio. We were in compliance with all these covenants as of August 31,November 30, 2014. The Facility is secured by substantially all of our domestic assets as well as all capital securities of each of the Company’s U.S. subsidiaries and 65% of all capital securities of each of the Company’s direct foreign subsidiaries.

It is anticipated that the available line of credit is sufficient to cover working capital requirements for the foreseeable future, should it be required.

Pension Plan –We are required to make contributions to our Pension Plan. These contributions are required under the minimum funding requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”).

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2014

Due to the recent enactment of the Moving Ahead for Progress in the 21st Century Act (MAP-21) in July 2012, 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, 2015. However, we expect to make a cash contribution to the Pension Plan of between $2.0 million and $3.0 million during fiscal year 2015. We made contributions of $3.0 million to our Pension Plan during fiscal 2014. 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,November 30, 2014, we had an unfunded pension liability recorded on our balance sheet of $2.5$2.7 million.

InventoriesWe 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 and yarn suppliers that govern prices, but do not require minimum purchase commitments. Certain of our rebate programs do, however, require minimum purchase volumes. Management anticipates meeting the required volumes.

Capital ExpendituresWe expect our capital requirements for our current fiscal year, exclusive of capital required for possible acquisitions, will be within our historical levels of between $4.0 million and $5.0 million. To date we have spent approximately $0.9$1.6 million on capital expenditures. We expect to fund these expenditures through existing cash flows.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2014

We rely on our cash flows generated from operations and the borrowing capacity under our Facility to meet cash requirements of our business. The primary cash requirements of our business are payments to vendors in the normal course of business, capital expenditures, debt repayments and related interest payments, contributions to our pension plan, and the payment of dividends to our shareholders. We expect to generate sufficient cash flows from operations supplemented by our Facility as required to cover our operating and capital requirements for the foreseeable future.

Contractual Obligations & Off-Balance Sheet Arrangements There have been no significant changes in our contractual obligations since February 28, 2014 that have, or are reasonably likely to have, a material impact on our results of operations or financial condition. We had no off-balance sheet arrangements in place as of August 31,November 30, 2014.

 

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Interest Rates

We are exposed to interest rate risk on short-term and long-term financial instruments carrying variable interest rates. We may from time to time utilize interest rate swaps to manage overall borrowing costs and reduce exposure to adverse fluctuations in interest rates. We do not use derivative instruments for trading purposes. Our variable rate financial instruments, consisting of the outstanding credit facility, totaled $104.0$101.5 million at August 31,November 30, 2014. The annual impact on our results of operations of a one-point interest rate change on the outstanding balance of the variable rate financial instruments as of August 31,November 30, 2014 would be approximately $1.0 million.

Foreign Exchange

We have global operations and thus make investments and enter into transactions in various foreign currencies. The value of our consolidated assets and liabilities located outside the United States (translated at period end exchange rates) and income and expenses (translated using average rates prevailing during the period), generally denominated in Pesos and Canadian Dollars, are affected by the translation into our reporting currency (the U.S. Dollar). Such translation adjustments are reported as a separate component of consolidated statements of comprehensive income. In future periods, foreign exchange rate fluctuations could have an increased impact on our reported results of operations. A sensitivity analysis to changes in the value of the U.S. dollar on foreign currency denominated investments and monetary assets and liabilities indicated that if the U.S. dollar uniformly strengthened by 10% against all currency exposures of the Company at August 31,November 30, 2014, the decrease in fair value and results of operations would be approximately $0.3$0.2 million.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2014

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

Item 4. CONTROLS AND PROCEDURES

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 our “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) of 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 Rule 13a-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,November 30, 2014 are effective to ensure that information required to be disclosed by us in the reports filed or submitted by us 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

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2014

disclosure. 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.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 that occurred during our fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting ended August 31,November 30, 2014.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject.

Item 1A. Risk Factors

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, 2014.

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

Under the Company’s stock repurchase plan which was approved by our Board of Directors on October 20, 2008, the Company was authorized to repurchase up to $5.0 million of the Company’s common stock. On April 20, 2012, the Board increased the authorized amount available to repurchase our shares by an additional $5.0 million, bringing the total to $10.0 million. As of SeptemberNovember 30, 2014, the Company has repurchased 407,953682,192 shares under the repurchase program since its inception at an average price per share of $13.80. There is a maximum amount of$13.76, leaving approximately $5.1$0.6 million available to purchase shares under the program. Unrelated to the stock repurchase program, the Company purchased 81 shares of common stock from non-officer employees during the nine months ended November 30, 2014 at an average price of $14.15 per share.

Period

  Total
Number
of Shares
Purchased
   Average
Price Paid
per Share
   Total Number
of Shares
Purchased as
Part of Publicly
Announced Programs
   Maximum Amount
that May Yet Be Used
to Purchase Shares
Under the Program(1)
 

September 1, 2014 - September 30, 2014

   68,781    $13.09     68,700    $4,210,596  

October 1, 2014 - October 31, 2014

   259,039    $13.90     259,039    $610,497  

November 1, 2014 - November 30, 2014

   —      $—       —      $610,497  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   327,820    $13.73     327,739    $610,497  

(1)On December 19, 2014, the Board increased the authorized amount available to repurchase the Company’s shares by an additional $10.0 million, leaving approximately $10.6 million now available under the repurchase program.

Items 3, 4 and 5 are not applicable and have been omitted

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31,NOVEMBER 30, 2014

Period

  Total
Number
of Shares
Purchased
   Average
Price Paid

per Share
   Total Number
of Shares
Purchased as
Part of Publicly
Announced Programs
   Maximum Amount
that May Yet Be Used
to Purchase Shares

Under the Program
 

June 1, 2014 - June 30, 2014

   —      $—       —      $6,292,433  

July 1, 2014 - July 31, 2014

   —      $—       —      $6,292,433  

August 1, 2014 - August 31, 2014

   80,500    $14.69     80,500    $5,109,643  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   80,500    $14.69     80,500    $5,109,643  

Items3,4 and5 are not applicable and have been omitted

Item 6. Exhibits

The following exhibits are filed as part of this report.

 

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 and June 16, 1988, incorporated herein by reference to Exhibit 5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 1993 (File No. 001-05807).
Exhibit 3.1(b) Amendment to Articles of Incorporation, dated June 17, 2004, incorporated herein by reference to Exhibit 3.1(b) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2007 (File No. 001-05807).
Exhibit 3.2 Third Amended and Restated Bylaws of Ennis, inc., dated April 17, 2014, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K files on April 21, 2014 (File No. 001-05807).
Exhibit 10.1 Third Amendment and Consent to Second Amended and Restated Credit Agreement between Ennis, inc., each of the other co-borrowers who are parties, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, Regions Bank, as Syndication Agent, Comerica Bank, as Documentation Agent and the other lenders who are parties, dated as of September 20, 2013 herein incorporated by reference to Exhibit 10.1 to the Registrant’sForm 8-K file on September 20, 2013 (File No. 001-05807).
Exhibit 10.2 2004 Long-Term Incentive Plan, as amended and restated effective June 30, 2011, incorporated herein by reference to Appendix A of the Registrant’s Form DEF 14A files on May 26, 2011.
Exhibit 10.3 Amended and Restated Chief Executive Officer Employment Agreement between Ennis, inc. and Keith S. Walters, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K file on January 20, 2009 (File No. 001-05807).
Exhibit 10.4 Amended and Restated Executive Employment Agreement between Ennis, inc. and Michael D. Magill, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K file on January 20, 2009 (File No. 001-05807).
Exhibit 10.5 Amended and Restated Executive Employment Agreement between Ennis, inc. and Ronald M. Graham, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K file on January 20, 2009 (File No. 001-05807).

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2014

Exhibit
Number

Description

Exhibit 10.6 Amended and Restated Executive Employment Agreement between Ennis, inc. and Richard L. Travis, Jr., effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K file on January 20, 2009 (File No. 001-05807).
Exhibit 10.7 Amended and Restated Executive Employment Agreement between Ennis, inc. and Irshad Ahmad, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K file on January 20, 2009 (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.**

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2014

Exhibit
Number

Description

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,November 30, 2014, filed on September 30, 2014,January 9, 2015, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.

 

*Filed herewith
**Furnished herewith

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31,NOVEMBER 30, 2014

 

SIGNATURES

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.

 

  ENNIS, INC.
Date: September 30, 2014January 9, 2015  

/s/ Keith S. Walters

  Keith S. Walters
  Chairman, Chief Executive Officer and President
Date: September 30, 2014January 9, 2015  

/s/ Richard L. Travis, Jr.

  Richard L. Travis, Jr.
  V.P. — Finance and CFO, Treasurer and Principal Financial and Accounting Officer

INDEX TO EXHIBITS

 

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 and June 16, 1988, incorporated herein by reference to Exhibit 5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 1993 (File No. 001-05807).
Exhibit 3.1(b) Amendment to Articles of Incorporation, dated June 17, 2004, incorporated herein by reference to Exhibit 3.1(b) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2007 (File No. 001-05807).
Exhibit 3.2 Third Amended and Restated Bylaws of Ennis, inc., dated April 17, 2014, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K files on April 21, 2014 (File No. 001-05807).
Exhibit 10.1 Third Amendment and Consent to Second Amended and Restated Credit Agreement between Ennis, inc., each of the other co-borrowers who are parties, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, Regions Bank, as Syndication Agent, Comerica Bank, as Documentation Agent and the other lenders who are parties, dated as of September 20, 2013 herein incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K file on September 20, 2013 (File No. 001-05807).
Exhibit 10.2 2004 Long-Term Incentive Plan, as amended and restated effective June 30, 2011, incorporated herein by reference to Appendix A of the Registrant’s Form DEF 14A files on May 26, 2011.
Exhibit 10.3 Amended and Restated Chief Executive Officer Employment Agreement between Ennis, inc. and Keith S. Walters, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K file on January 20, 2009 (File No. 001-05807).
Exhibit 10.4 Amended and Restated Executive Employment Agreement between Ennis, inc. and Michael D. Magill, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K file on January 20, 2009 (File No. 001-05807).
Exhibit 10.5 Amended and Restated Executive Employment Agreement between Ennis, inc. and Ronald M. Graham, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K file on January 20, 2009 (File No. 001-05807).
Exhibit 10.6 Amended and Restated Executive Employment Agreement between Ennis, inc. and Richard L. Travis, Jr., effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K file on January 20, 2009 (File No. 001-05807).
Exhibit 10.7 Amended and Restated Executive Employment Agreement between Ennis, inc. and Irshad Ahmad, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K file on January 20, 2009 (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
Number

  

Description

Exhibit 101  The following information from Ennis, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31,November 30, 2014, filed on September 30, 2014,January 9, 2015, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.

 

*Filed herewith
**Furnished herewith