UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

For the Quarterly Period Ended November 30, 2017May 31, 2019

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)Code: (972) 775-9801

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $2.50 per share

EBF

New York Stock Exchange

 

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

Indicate by check mark whether the registrant has submitted electronically 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes      No  

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

 

Large accelerated filer

 

 

 

 

Accelerated filer

 

 

 

 

 

 

 

 

Non-accelerated filer

 

(Do not check if a smaller reporting company)

 

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

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

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

As of December 29, 2017,June 28, 2019, there were 25,416,89026,113,699 shares of the Registrant’s common stock outstanding.

 

 

 

 


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2017MAY 31, 2019

TABLE OF CONTENTS

 

PART I: FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1. Financial Statements

 

3

 

 

 

 

 

Unaudited Consolidated Balance Sheets at November 30, 2017May 31, 2019 and February 28, 20172019

 

3

 

 

 

 

 

Unaudited Consolidated Statements of Operations for the three and nine months ended November 30, 2017May 31, 2019 and
November 30, 2016
May 31, 2018

 

5

 

 

 

 

 

Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended
November 30, 2017
May 31, 2019 and November 30, 2016May 31, 2018

 

6

 

 

 

 

 

Unaudited Consolidated StatementStatements of Changes in Shareholders’ Equity for the ninethree months ended November 30, 2017May 31, 2019 and May 31, 2018

 

7

 

 

 

 

 

Unaudited Consolidated Statements of Cash Flows for the ninethree months ended November 30, 2017May 31, 2019 and November 30, 2016May 31, 2018

 

8

 

 

 

 

 

Notes to Unaudited Consolidated Financial Statements

 

9

 

 

 

 

 

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

 

1920

 

 

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

26

 

 

 

 

 

Item 4. Controls and Procedures

 

26

 

 

 

PART II: OTHER INFORMATION

 

 

 

 

 

 

 

Item 1. Legal Proceedings

 

27

 

 

 

 

 

Item 1A. Risk Factors

 

27

 

 

 

 

 

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

 

27

 

 

 

 

 

Item 3. Defaults Upon Senior Securities

 

27

 

 

 

 

 

Item 4. Mine Safety Disclosures

 

27

 

 

 

 

 

Item 5. Other Information

 

27

 

 

 

 

 

Item 6. Exhibits

 

28

 

 

 

SIGNATURES

 

29

 

 

 


2


PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

November 30,

 

 

February 28,

 

 

May 31,

 

 

February 28,

 

 

2017

 

 

2017

 

 

2019

 

 

2019

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

92,930

 

 

$

80,466

 

Accounts receivable, net of allowance for doubtful receivables of $1,306 at

November 30, 2017 and $1,674 at February 28, 2017

 

 

38,409

 

 

 

37,368

 

Cash

 

$

87,365

 

 

$

88,442

 

Accounts receivable, net of allowance for doubtful receivables of $1,041 at

May 31, 2019 and $1,020 at February 28, 2019

 

 

41,876

 

 

 

40,357

 

Prepaid expenses

 

 

1,228

 

 

 

1,351

 

 

 

1,241

 

 

 

1,760

 

Prepaid income taxes

 

 

888

 

 

 

855

 

 

 

 

 

 

195

 

Inventories

 

 

27,799

 

 

 

27,965

 

 

 

36,826

 

 

 

35,411

 

Assets held for sale

 

 

1,320

 

 

 

1,245

 

Total current assets

 

 

162,574

 

 

 

149,250

 

 

 

167,308

 

 

 

166,165

 

Property, plant and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plant, machinery and equipment

 

 

135,367

 

 

 

136,584

 

 

 

149,678

 

 

 

146,001

 

Land and buildings

 

 

53,587

 

 

 

53,821

 

 

 

57,013

 

 

 

56,394

 

Other

 

 

23,556

 

 

 

23,644

 

 

 

23,993

 

 

 

23,838

 

Total property, plant and equipment

 

 

212,510

 

 

 

214,049

 

 

 

230,684

 

 

 

226,233

 

Less accumulated depreciation

 

 

166,274

 

 

 

164,054

 

 

 

175,397

 

 

 

173,099

 

Net property, plant and equipment

 

 

46,236

 

 

 

49,995

 

 

 

55,287

 

 

 

53,134

 

Operating lease right-of-use assets

 

 

18,653

 

 

 

 

Goodwill

 

 

70,603

 

 

 

70,603

 

 

 

82,527

 

 

 

81,634

 

Intangible assets, net

 

 

50,746

 

 

 

53,927

 

 

 

61,185

 

 

 

61,272

 

Net pension asset

 

 

580

 

 

 

580

 

Other assets

 

 

357

 

 

 

510

 

 

 

303

 

 

 

300

 

Total assets

 

$

330,516

 

 

$

324,285

 

 

$

385,843

 

 

$

363,085

 

 

See accompanying notes to consolidated financial statements.

 


3


ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETSSHEETS-Continued

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

 

 

November 30,

 

 

February 28,

 

 

May 31,

 

 

February 28,

 

 

2017

 

 

2017

 

 

2019

 

 

2019

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

9,988

 

 

$

14,202

 

 

$

15,029

 

 

$

13,728

 

Accrued expenses

 

 

 

 

 

 

 

 

 

 

18,125

 

 

 

17,895

 

Employee compensation and benefits

 

 

14,775

 

 

 

13,515

 

Taxes other than income

 

 

357

 

 

 

225

 

Other

 

 

1,880

 

 

 

2,026

 

Current portion of operating lease liabilities

 

 

5,005

 

 

 

 

Total current liabilities

 

 

27,000

 

 

 

29,968

 

 

 

38,159

 

 

 

31,623

 

Long-term debt

 

 

30,000

 

 

 

30,000

 

 

 

30,000

 

 

 

30,000

 

Liability for pension benefits

 

 

4,846

 

 

 

4,846

 

Deferred income taxes

 

 

7,408

 

 

 

6,953

 

 

 

10,959

 

 

 

10,898

 

Operating lease liabilities, net of current portion

 

 

13,362

 

 

 

 

Other liabilities

 

 

1,511

 

 

 

1,163

 

 

 

1,099

 

 

 

1,437

 

Total liabilities

 

 

70,765

 

 

 

72,930

 

 

 

93,579

 

 

 

73,958

 

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

November 30 and February 28, 2017

 

 

75,134

 

 

 

75,134

 

Common stock $2.50 par value, authorized 40,000,000 shares; issued 30,053,443 shares at May 31, 2019 and February 28, 2019

 

 

75,134

 

 

 

75,134

 

Additional paid-in capital

 

 

121,010

 

 

 

121,525

 

 

 

122,111

 

 

 

123,065

 

Retained earnings

 

 

160,648

 

 

 

150,685

 

 

 

182,760

 

 

 

179,003

 

Accumulated other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum pension liability, net of taxes

 

 

(14,517

)

 

 

(15,261

)

 

 

(16,470

)

 

 

(16,704

)

Total accumulated other comprehensive loss

 

 

(14,517

)

 

 

(15,261

)

 

 

(16,470

)

 

 

(16,704

)

Treasury stock

 

 

(82,524

)

 

 

(80,728

)

 

 

(71,271

)

 

 

(71,371

)

Total shareholders’ equity

 

 

259,751

 

 

 

251,355

 

 

 

292,264

 

 

 

289,127

 

Total liabilities and shareholders' equity

 

$

330,516

 

 

$

324,285

 

 

$

385,843

 

 

$

363,085

 

 

See accompanying notes to consolidated financial statements.

 


ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

 

 

Three months ended

 

 

Nine months ended

 

 

Three months ended

 

 

November 30,

 

 

November 30,

 

 

May 31,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

Net sales

 

$

93,606

 

 

$

88,660

 

 

$

283,083

 

 

$

270,316

 

 

$

108,033

 

 

$

93,419

 

Cost of goods sold

 

 

63,722

 

 

 

63,368

 

 

 

192,493

 

 

 

191,292

 

 

 

75,337

 

 

 

63,228

 

Gross profit margin

 

 

29,884

 

 

 

25,292

 

 

 

90,590

 

 

 

79,024

 

 

 

32,696

 

 

 

30,191

 

Selling, general and administrative

 

 

16,699

 

 

 

15,833

 

 

 

51,167

 

 

 

47,961

 

 

 

19,703

 

 

 

17,735

 

(Gain) loss from disposal of assets

 

 

(4

)

 

 

264

 

 

 

59

 

 

 

266

 

Gain from disposal of assets

 

 

 

 

 

(4

)

Income from operations

 

 

13,189

 

 

 

9,195

 

 

 

39,364

 

 

 

30,797

 

 

 

12,993

 

 

 

12,460

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(163

)

 

 

(172

)

 

 

(557

)

 

 

(405

)

 

 

(317

)

 

 

(261

)

Other, net

 

 

108

 

 

 

88

 

 

 

238

 

 

 

92

 

 

 

340

 

 

 

130

 

Total other expense

 

 

(55

)

 

 

(84

)

 

 

(319

)

 

 

(313

)

Earnings from continuing operations before income taxes

 

 

13,134

 

 

 

9,111

 

 

 

39,045

 

 

 

30,484

 

Total other income (expense)

 

 

23

 

 

 

(131

)

Earnings before income taxes

 

 

13,016

 

 

 

12,329

 

Income tax expense

 

 

4,860

 

 

 

3,371

 

 

 

14,447

 

 

 

11,277

 

 

 

3,384

 

 

 

3,082

 

Earnings from continuing operations

 

 

8,274

 

 

 

5,740

 

 

 

24,598

 

 

 

19,207

 

Income from discontinued operations, net of tax

 

 

 

 

 

 

 

 

 

 

 

2,481

 

Loss on sale of discontinued operations, net of tax

 

 

 

 

 

 

 

 

 

 

 

(26,042

)

Loss from discontinued operations, net of tax

 

 

 

 

 

 

 

 

 

 

 

(23,561

)

Net earnings (loss)

 

$

8,274

 

 

$

5,740

 

 

$

24,598

 

 

$

(4,354

)

Net earnings

 

$

9,632

 

 

$

9,247

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

25,360,452

 

 

 

25,673,824

 

 

 

25,387,389

 

 

 

25,802,658

 

 

 

26,028,337

 

 

 

25,333,673

 

Diluted

 

 

25,393,482

 

 

 

25,683,613

 

 

 

25,409,259

 

 

 

25,818,146

 

 

 

26,028,337

 

 

 

25,363,772

 

Earnings (loss) per share - basic and diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.33

 

 

$

0.22

 

 

$

0.97

 

 

$

0.74

 

Discontinued operations

 

$

 

 

$

 

 

$

 

 

$

(0.91

)

Net earnings (loss)

 

$

0.33

 

 

$

0.22

 

 

$

0.97

 

 

$

(0.17

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

Basic

 

$

0.37

 

 

$

0.37

 

Diluted

 

$

0.37

 

 

$

0.36

 

Cash dividends per share

 

$

0.200

 

 

$

0.175

 

 

$

0.575

 

 

$

2.025

 

 

$

0.225

 

 

$

0.200

 

 

 

See accompanying notes to consolidated financial statements.

 


5


ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

November 30,

 

 

November 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net earnings (loss)

 

$

8,274

 

 

$

5,740

 

 

$

24,598

 

 

$

(4,354

)

Foreign currency translation adjustment, net of deferred taxes

 

 

 

 

 

 

 

 

 

 

 

9,940

 

Adjustment to pension, net of deferred taxes

 

 

248

 

 

 

 

 

 

744

 

 

 

 

Comprehensive income

 

$

8,522

 

 

$

5,740

 

 

$

25,342

 

 

$

5,586

 

 

 

Three months ended

 

 

 

May 31,

 

 

 

2019

 

 

2018

 

Net earnings

 

$

9,632

 

 

$

9,247

 

Adjustment to pension, net of taxes

 

 

234

 

 

 

261

 

Comprehensive income

 

$

9,866

 

 

$

9,508

 

 

See accompanying notes to consolidated financial statements.

 


6


ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTSTATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(in thousands, except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Treasury Stock

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Total

 

Balance March 1, 2017

 

30,053,443

 

 

$

75,134

 

 

$

121,525

 

 

$

150,685

 

 

$

(15,261

)

 

 

(4,686,821

)

 

$

(80,728

)

 

$

251,355

 

Net earnings

 

 

 

 

 

 

 

 

 

 

24,598

 

 

 

 

 

 

 

 

 

 

 

 

24,598

 

Adjustment to pension, net of deferred tax of

   $456

 

 

 

 

 

 

 

 

 

 

 

 

 

744

 

 

 

 

 

 

 

 

 

744

 

Dividends paid ($0.575 per share)

 

 

 

 

 

 

 

 

 

 

(14,635

)

 

 

 

 

 

 

 

 

 

 

 

(14,635

)

Stock based compensation

 

 

 

 

 

 

 

1,002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,002

 

Exercise of stock options and restricted stock

 

 

 

 

 

 

 

(1,517

)

 

 

 

 

 

 

 

 

88,105

 

 

 

1,517

 

 

 

 

Common stock repurchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(191,178

)

 

 

(3,313

)

 

 

(3,313

)

Balance November 30, 2017

 

30,053,443

 

 

$

75,134

 

 

$

121,010

 

 

$

160,648

 

 

$

(14,517

)

 

 

(4,789,894

)

 

$

(82,524

)

 

$

259,751

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Treasury Stock

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Total

 

Balance February 28, 2019

 

30,053,443

 

 

$

75,134

 

 

$

123,065

 

 

$

179,003

 

 

$

(16,704

)

 

 

(4,097,099

)

 

$

(71,371

)

 

$

289,127

 

Net earnings

 

 

 

 

 

 

 

 

 

 

9,632

 

 

 

 

 

 

 

 

 

 

 

 

9,632

 

Adjustment to pension, net of deferred tax of $78

 

 

 

 

 

 

 

 

 

 

 

 

 

234

 

 

 

 

 

 

 

 

 

234

 

Dividends paid ($0.225 per share)

 

 

 

 

 

 

 

 

 

 

(5,875

)

 

 

 

 

 

 

 

 

 

 

 

(5,875

)

Stock based compensation

 

 

 

 

 

 

 

358

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

358

 

Exercise of stock options

   and restricted stock

 

 

 

 

 

 

 

(1,312

)

 

 

 

 

 

 

 

 

83,095

 

 

 

1,312

 

 

 

 

Common stock repurchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(62,038

)

 

 

(1,212

)

 

 

(1,212

)

Balance May 31, 2019

 

30,053,443

 

 

$

75,134

 

 

$

122,111

 

 

$

182,760

 

 

$

(16,470

)

 

 

(4,076,042

)

 

$

(71,271

)

 

$

292,264

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance February 28, 2018

 

30,053,043

 

 

$

75,134

 

 

$

121,333

 

 

$

164,177

 

 

$

(16,428

)

 

 

(4,789,228

)

 

$

(82,512

)

 

$

261,704

 

Net earnings

 

 

 

 

 

 

 

 

 

 

9,247

 

 

 

 

 

 

 

 

 

 

 

 

9,247

 

Adjustment to pension, net of deferred tax of $87

 

 

 

 

 

 

 

 

 

 

 

 

 

261

 

 

 

 

 

 

 

 

 

261

 

Dividends paid ($0.20 per share)

 

 

 

 

 

 

 

 

 

 

(5,083

)

 

 

 

 

 

 

 

 

 

 

 

(5,083

)

Stock based compensation

 

 

 

 

 

 

 

327

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

327

 

Exercise of stock options

   and restricted stock

 

 

 

 

 

 

 

(1,390

)

 

 

 

 

 

 

 

 

80,692

 

 

 

1,390

 

 

 

 

Common stock repurchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(37,943

)

 

 

(680

)

 

 

(680

)

Balance May 31, 2018

 

30,053,043

 

 

$

75,134

 

 

$

120,270

 

 

$

168,341

 

 

$

(16,167

)

 

 

(4,746,479

)

 

$

(81,802

)

 

$

265,776

 

 

See accompanying notes to consolidated financial statements.

 


7


ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

Nine months ended

 

 

Three months ended

 

 

November 30,

 

 

May 31,

 

 

 

2017

 

 

 

2016

 

 

 

2019

 

 

 

2018

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

24,598

 

 

$

(4,354

)

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

 

 

 

 

 

 

 

 

Net earnings

 

$

9,632

 

 

$

9,247

 

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

 

 

 

 

 

 

 

 

Depreciation

 

 

6,016

 

 

 

5,944

 

 

 

2,477

 

 

 

2,035

 

Amortization of deferred finance charges

 

 

85

 

 

 

36

 

 

 

28

 

 

 

28

 

Amortization of intangible assets

 

 

4,566

 

 

 

3,494

 

 

 

1,904

 

 

 

1,415

 

Pre-tax loss from discontinued operations

 

 

 

 

 

36,775

 

Operating cash flows of discontinued operations

 

 

 

 

 

538

 

Loss from disposal of assets

 

 

59

 

 

 

266

 

Gain from disposal of assets

 

 

 

 

 

(4

)

Bad debt expense, net of recoveries

 

 

(231

)

 

 

118

 

 

 

40

 

 

 

135

 

Stock based compensation

 

 

1,002

 

 

 

1,019

 

 

 

358

 

 

 

327

 

Deferred income taxes

 

 

(1

)

 

 

 

Net pension expense

 

 

295

 

 

 

329

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(810

)

 

 

1,426

 

 

 

412

 

 

 

453

 

Prepaid expenses and income taxes

 

 

90

 

 

 

(1,620

)

 

 

755

 

 

 

3,391

 

Inventories

 

 

247

 

 

 

722

 

 

 

(93

)

 

 

(3,505

)

Other assets

 

 

67

 

 

 

(593

)

Accounts payable and accrued expenses

 

 

(3,418

)

 

 

(3,121

)

 

 

487

 

 

 

(1,964

)

Other liabilities

 

 

348

 

 

 

(7

)

 

 

(624

)

 

 

3

 

Liability for pension benefits

 

 

1,200

 

 

 

1,917

 

Net cash provided by operating activities

 

 

33,818

 

 

 

42,560

 

 

 

15,671

 

 

 

11,890

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(2,092

)

 

 

(1,912

)

 

 

(802

)

 

 

(1,205

)

Purchase of businesses, net of cash acquired

 

 

(1,350

)

 

 

(907

)

 

 

(8,859

)

 

 

(4,736

)

Proceeds from sale of discontinued operations

 

 

 

 

 

107,354

 

Investing cash flows of discontinued operations

 

 

 

 

 

(279

)

Proceeds from disposal of plant and property

 

 

36

 

 

 

663

 

 

 

 

 

 

4

 

Net cash provided by (used in) investing activities

 

 

(3,406

)

 

 

104,919

 

Net cash used in investing activities

 

 

(9,661

)

 

 

(5,937

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of debt

 

 

 

 

 

(10,000

)

Dividends paid

 

 

(14,635

)

 

 

(52,724

)

 

 

(5,875

)

 

 

(5,083

)

Common stock repurchases

 

 

(3,313

)

 

 

(7,757

)

 

 

(1,212

)

 

 

(680

)

Proceeds from exercise of stock options

 

 

 

 

 

2,910

 

Net cash used in financing activities

 

 

(17,948

)

 

 

(67,571

)

 

 

(7,087

)

 

 

(5,763

)

Net change in cash and cash equivalents

 

 

12,464

 

 

 

79,908

 

Cash and cash equivalents at beginning of period

 

 

80,466

 

 

 

7,957

 

Cash and cash equivalents at end of period

 

$

92,930

 

 

$

87,865

 

Net change in cash

 

 

(1,077

)

 

 

190

 

Cash at beginning of period

 

 

88,442

 

 

 

96,230

 

Cash at end of period

 

$

87,365

 

 

$

96,420

 

 

 

See accompanying notes to consolidated financial statements.

 


8


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2017MAY 31, 2019

 

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 November 30, 2017May 31, 2019 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, 2017,2019, from which the accompanying consolidated balance sheet at February 28, 20172019 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.

On May 25, 2016, the Company sold Alstyle Apparel, LLC and its subsidiaries, which constituted the Company’s apparel segment (the “Apparel Segment”), to Gildan Activewear Inc.  As a result of this action, the current year and prior year disclosures reflect these operations as discontinued operations.

Recent Accounting Pronouncements

In March 2017,August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-07,2018-14, Compensation-Retirement BenefitsBenefits-Defined Benefit Plans-General (Topic 715)715-20): ImprovingDisclosure Framework—Changes to the Presentation of Net Periodic Pension Cost and Net Periodic PostretirementDisclosure Requirements for Defined Benefit CostPlans (“ASU 2017-072018-14”).  The update requires, which removes certain disclosures that are no longer cost beneficial and also includes additional disclosures to improve the service cost component of net benefit costs to be reported in the same lineoverall usefulness of the incomedisclosure requirements to financial statement as other compensation costsusers.  ASU 2018-14 is effective for fiscal years ending after December 15, 2020, and the other components of net benefit costs (non-service costs) to be presented separately from the service cost component, outside a subtotal of operating income.  Additionally, only the service cost component of net benefit costs will be eligible for capitalization.  The updateearlier adoption is required to be adopted the first quarter of fiscal year 2019 and is required to be retrospectively adopted.  The Company ispermitted.  We are currently evaluating the impact the adoption of ASU 2017-07 will have2018-14 on itsthe consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which simplifies how an entity is required to measure goodwill impairment.  The amendments in ASU 2017-04 require that goodwill impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit and the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.  The amendments in ASU 2017-04 should be applied on a prospective basis and are effective for annual or any interim goodwill impairment tests in annual reporting periods beginning after December 15, 2019.  The Company adopted ASU 2017-04 on June 1, 2017, which had no impact on the Company’s consolidated financial statements at the time of adoption.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) (“ASU 2016-09”), which makes several modifications to the accounting for employee share-based payment transactions, including the requirement to recognize the income tax effects of awards that vest or settle as income tax expense.  The amendments in ASU 2016-09 also clarify the presentation of certain components of share-based awards in the statement of cash flows.  ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016.  The Company adopted ASU 2016-09 in fiscal year 2018 beginning in March of 2017.  The adoption of ASU 2016-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-022016-02”), which modifies the lease recognition requirements and requires lesseesentities to put mostrecognize the assets and liabilities arising from leases on the balance sheet but recognize expenseand to disclose key qualitative and quantitative information about the entity’s leasing arrangements.

Based on the income statementoriginal guidance in a manner similar to current accounting.  For lessors, ASU 2016-02, also modifies the classification criterialessees and the accounting for sales-typelessors would have been required to recognize and direct financing leases.  The standard requires a modified retrospective approach formeasure leases that exist or are entered into afterat the beginning of the earliest period presented using a modified retrospective approach, including a number of practical expedients.  In July 2018, the FASB issued ASU No. 2018-11, Leases (“ASC 842”): Targeted Improvements, which provides entities with an option to apply the guidance prospectively, instead of retrospectively, and allows for other classification provisions.

The Company adopted this guidance as of March 1, 2019, using the optional transition method and elected the option to not apply ASC 842 to comparative periodperiods, which continue to be presented under the accounting standards in effect for those periods.

The Company elected the ‘package of practical expedients’ as lessee, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs.  Additionally, the Company elected to treat lease and non-lease components as a single lease component.

Adoption of the new standard resulted in the financial statementsrecording of operating lease right-of-use (“ROU”) assets of $18 million and is effective inoperating lease liabilities of $18.2 million.  The difference between the first quarterleased assets and lease liabilities represents the existing deferred rent liabilities balance at adoption, resulting from historical straight line recognition of fiscal year 2020.  Earlyoperating leases, which was reclassified upon adoption to reduce the measurement of the leased assets.  The adoption of ASU 2016-02 is permitted.  The Company is currently evaluating the standard did not have an impact on the adoptionCompany’s shareholders’ equity, statement of ASU 2016-02 will have on its consolidated financial statements.operations, or cash flows.

9


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2017MAY 31, 2019

 

In January 2016,2. Revenue

On March 1, 2018, the FASB issuedCompany adopted ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which institutes a number of modifications to the reporting of financial assets and liabilities. These modifications include: (i) measurement of non-equity method assets and liabilities at fair value, with changes to fair value recognized through net income, (ii) performance of qualitative impairment assessments of equity investments without readily determinable fair values at each reporting period, (iii) elimination of the requirement to disclose methods and significant assumptions used in calculating the fair value of financial instruments measured at amortized cost, (iv) measurement of the fair value of financial instruments measured at amortized cost using the exit price notion consistent with Topic 820, Fair Value Measurement, (v) separate presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk, (vi) separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and (vii) evaluation of the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. This ASU is effective for financial statements issued with fiscal years beginning after December 15, 2017, including interim periods within that reporting period.  The Company is currently evaluating the impact the adoption of ASU 2016-01 will have on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), using the modified retrospective method applied to those contracts which requires an entitywere not completed as of March 1, 2018. Results for reporting periods beginning after March 1, 2018 are presented under ASU 2014-09, while prior period amounts are not adjusted and continue to recognizebe reported in accordance with the Company’s historic accounting under Topic 605, and no adjustment has been recorded to beginning retained earnings due to there being no change in revenue to depictrecognition for prior periods.

The adoption did not have a significant effect on the transferCompany’s consolidated results of promised goodsoperations, financial position or services tocash flows.

Nature of Revenues

Substantially all of the Company’s revenue from contracts with customers consist of the sale of commercial printing products in the continental United States and is primarily recognized at a point in time in an amount that reflects the consideration to which itthe Company expects to be entitled to in exchange for those goodsgoods.  Revenue from the sale of commercial printing products, including shipping and handling fees billed to customers, is recognized upon the transfer of control to the customer, which is generally upon shipment to the customer when the terms of the sale are freight on board (“FOB”) shipping point, or, services.  The standard willto a lesser extent, upon delivery to the customer if the terms of the sale are FOB destination.

In a small number of cases and upon customer request, the Company prints and stores commercial printing product for customer specified future delivery, generally within the same year as the product is manufactured. In this case, revenue is recognized upon the transfer of control when manufacturing is complete and title and risk of ownership is passed to the customer, which for certain customers may be effectiverecognized over time rather than at a point in time.  As the output method for usmeasure of progress is determined to be appropriate, the Company recognizes revenue in the first quarteramount for which it has the right to invoice for revenue that is recognized over time and for which it demonstrates that the invoiced amount corresponds directly with the value to the customer for the performance completed to date.

The Company does not disaggregate revenue and operates in one sales category consisting of fiscalcommercial printed product revenue, which is reported as net sales on the consolidated statements of operations. The Company does not have material contract assets and contract liabilities as of May 31, 2019.  We

Significant Judgments

Generally, the Company’s contracts with customers are comprised of a written quote and customer purchase order or statement of work, and governed by the Company’s trade terms and conditions.  In certain instances, it may be further supplemented by separate pricing agreements and customer incentive arrangements, which typically only affect the contract’s transaction price. Contracts do not contain a significant financing component as payment terms on invoiced amounts are typically between 30 to 90 days, based on the Company’s credit assessment of individual customers, as well as industry expectations.  Product returns are not significant.

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

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

The Company’s contracts with customers generally have a project plan in place forduration of one year or less.  Accordingly, the transition to revenue recognition in accordance with Topic 606, including necessary changes to accounting processes, procedures and internal controls. Our initial evaluation is thatCompany does not disclose the value of unsatisfied performance obligations nor the timing of revenue recognition for our various revenue streams would not be materially impacted by the adoption of this standard.  Thus, we do not expect the adoption of this standard to materially impact our consolidated financial statements, but we are still evaluating the impact on our financial statement disclosures.  As we continue our assessment, we are reviewing selected revenue contracts in detail to validate our initial conclusions. We will adopt using the modified retrospective approach with any cumulative effect recognized in retained earnings on the date of adoption.recognition.

2.10


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MAY 31, 2019

3. Accounts Receivable and Allowance for Doubtful Receivables

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

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

The following table presents the activity in the Company’s allowance for doubtful receivables (in thousands):

 

 

Three months ended

 

 

Nine months ended

 

 

Three months ended

 

 

November 30,

 

 

November 30,

 

 

May 31,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

Balance at beginning of period

 

$

1,318

 

 

$

1,820

 

 

$

1,674

 

 

$

2,041

 

 

$

1,020

 

 

$

1,194

 

Bad debt expense, net of recoveries

 

 

17

 

 

 

15

 

 

 

(231

)

 

 

118

 

 

 

40

 

 

 

135

 

Accounts written off

 

 

(29

)

 

 

(203

)

 

 

(137

)

 

 

(527

)

 

 

(19

)

 

 

(31

)

Balance at end of period

 

$

1,306

 

 

$

1,632

 

 

$

1,306

 

 

$

1,632

 

 

$

1,041

 

 

$

1,298

 

 

10


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2017

3. 4. 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 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):

 

 

November 30,

 

 

February 28,

 

 

May 31,

 

 

February 28,

 

 

2017

 

 

2017

 

 

2019

 

 

2019

 

Raw material

 

$

16,584

 

 

$

16,130

 

 

$

22,826

 

 

$

21,717

 

Work-in-process

 

 

3,336

 

 

 

3,199

 

 

 

4,414

 

 

 

4,172

 

Finished goods

 

 

7,879

 

 

 

8,636

 

 

 

9,586

 

 

 

9,522

 

 

$

27,799

 

 

$

27,965

 

 

$

36,826

 

 

$

35,411

 

 

4. 11


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MAY 31, 2019

5. Acquisitions

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

On July 7, 2017,March 16, 2019, the Company, through one of its subsidiaries, acquired the assets of a tag operation located in Ohio,Integrated Print & Graphics (“Integrated”) for $1.4$8.9 million in cash plus the assumption of trade payables, subject to certain accrued liabilities.adjustments.  Integrated is located in South Elgin, Illinois.  During the three months ended May 31, 2019, the Company incurred approximately $29,000 of costs (including legal and accounting fees) related to the acquisition.  Goodwill of $893,000 recognized as a part of the acquisition is deductible for tax purposes.  The Company also recorded intangible assets with definite lives of approximately $1.8 million in connection with the transaction.  The acquisition of Integrated, which generated approximately $20.0 million in sales for its fiscal year ended December 31, 2018, will create additional capabilities within the Company’s high color commercial print product line, which is consistent with the Company’s business model.  Management considers this acquisition to be immaterial.

On January 27, 2017,July 31, 2018, the Company completedissued an aggregate of 829,126 shares of common stock to the former stockholders of Wright Business Forms, Inc., d/b/a Wright Business Graphics (“Wright”), as partial consideration for the acquisition by the Company of Independent Printing Company, Inc.all of the outstanding equity interests of Wright pursuant to the Agreement and its related entities (collectivelyPlan of Merger, dated July 16, 2018 (theIndependentMerger Agreement”) for $17.7.  The Company shares issued to the former stockholders of Wright represent aggregate consideration under the Merger Agreement equal to approximately $16.2 million.  An additional $19.7 million was paid in cash consideration,to the stockholders of Wright, subject to a final working capital adjustment, and $2.6 million was paid to pay-off Wright’s outstanding debt.  Since the acquisition, the Company has incurred approximately $0.2 million of costs (including legal and accounting fees) related to the acquisition.  These costs were recorded in selling, general and administrative expenses.  The goodwill recognized as a stock purchase transaction.  Independent has 4 locations in Wisconsin, with its main facility located in DePere, Wisconsin. The businesspart of this merger is not deductible for tax purposes.  Wright is a printing company which produces presentation folders,forms, pressure seal, packaging, direct mail, checks, wide formatstatement processing and commercial printing. Independent, which generated approximately $37.0 million in unaudited sales during calendar year 2016, will continue to operate under its respective brand names.  Independentprinting and sells mainly through distributors and resellers.  Wright is headquartered in Portland, Oregon and has additional locations in Washington and California.  Wright, which generated approximately $58.0 million in sales for its fiscal year ended March 31, 2018, continues to operate under its brand names.

The Company will now have 4 folder facilities in Michigan, Kansas, California and Wisconsin,purchase price of Wright was as well as wide format capabilities in Colorado and Wisconsin.follows (in thousands):

Ennis shares of common stock

 

$

16,218

 

Cash

 

 

22,653

 

Purchase price of Wright Business Graphics

 

$

38,871

 

The following is a summary of the finalpreliminary purchase price allocation for IndependentWright (in thousands):

 

Accounts receivable

 

$

4,252

 

 

$

5,220

 

Prepaid expenses

 

 

427

 

Inventories

 

 

1,539

 

 

 

4,365

 

Other assets

 

 

575

 

 

 

88

 

Property, plant & equipment

 

 

5,526

 

 

 

10,331

 

Non-compete

 

 

447

 

Customer lists

 

 

3,390

 

 

 

12,900

 

Trademarks

 

 

2,408

 

Trade names

 

 

3,830

 

Goodwill

 

 

6,066

 

 

 

11,031

 

Accounts payable and accrued liabilities

 

 

(6,079

)

 

 

(4,226

)

Deferred income taxes

 

 

(5,542

)

 

$

17,677

 

 

$

38,871

 

 

12


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MAY 31, 2019

The results of operations for IndependentWright are included in the Company’s consolidated financial statements from the date of acquisition.  The following table represents certain operating information on a pro forma basis as though all IndependentWright operations had been acquired as of March 1, 2016,2018, 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

 

Three months ended

 

 

Nine months ended

 

 

May 31,

 

November 30, 2016

 

 

November 30, 2016

 

 

2019

 

 

2018

 

Pro forma net sales

$

97,803

 

 

$

297,745

 

 

$

108,033

 

 

$

107,321

 

Pro forma net earnings

 

5,990

 

 

 

19,957

 

 

 

9,632

 

 

 

9,810

 

Pro forma earnings per share - diluted

 

0.23

 

 

 

0.77

 

 

 

0.37

 

 

 

0.39

 

 

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

11

On April 30, 2018, the Company acquired the assets of Allen-Bailey Tag & Label, a tag and label operation located in New York for $4.7 million in cash plus the assumption of trade payables, subject to a working capital adjustment.  In addition, contingent consideration of up to $500,000 is payable to the sellers if certain sales levels are maintained over the next three years.  Management considers this acquisition to be immaterial.

6. Leases

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

Operating lease expense is recognized on a straight-line basis over the lease term, and variable lease payments are expensed as incurred.  The Company had no variable lease costs for the three months ended May 31, 2019.

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

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

Components of lease expense for the three months ended May 31, 2019 were as follows (in thousands):

Operating lease cost

 

$

1,577

 

 

 

 

 

 

Supplemental cash flow information related to leases was as follows:

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities

 

 

 

 

Operating cash flows from operating leases

 

$

1,569

 

 

 

 

 

 

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

 

 

 

 

Operating leases

 

$

 

13


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2017MAY 31, 2019

 

5. Discontinued Operations

Weighted Average Remaining Lease Terms

Operating leases

5 Years

Weighted Average Discount Rate

Operating leases

4.50

%

On May 25, 2016 the Company sold its Apparel Segment to Gildan Activewear Inc.Future minimum lease commitments under non-cancelable operating leases for an all-cash purchase price of $110.0 million, subject to a working capital adjustment, customary indemnification arrangements, and the other termseach of the Unit Purchase Agreement dated May 4, 2016.

The operating results of these discontinued operations only reflect revenues and expenses thatfiscal years ending are directly attributable to the Apparel Segment and that have been eliminated from continuing operations.  The following tables show the key components on the sale and discontinued operations related to the Apparel Segment that was completed on May 25, 2016as follows (in thousands):

 

Sales price

 

$

110,000

 

Carrying value of disposed

 

 

(130,174

)

Expenses related to sales (1)

 

 

(4,365

)

Loss on sale before write-off of foreign currency translation

   adjustment

 

 

(24,539

)

Write-off of foreign currency translation adjustments

 

 

 

 

   recorded in other comprehensive income

 

 

(16,109

)

Loss on sale of sale of discontinued operations

 

$

(40,648

)

(1)

Includes the termination fee, in the amount of $3.0 million, paid as a result of the termination of a prior purchase agreement for the sale of the Apparel Segment to Alstyle Operations, LLC.

 

 

Nine months ended

 

 

 

November 30, 2016

 

Net sales

 

$

41,038

 

Income from discontinued operations before income taxes

 

 

3,873

 

Loss on sale of discontinued operations before income taxes

 

 

(40,648

)

Loss on discontinued operations before income taxes

 

 

(36,775

)

Income tax benefit

 

 

(13,214

)

Net loss from discontinued operations

 

$

(23,561

)

 

 

Operating

 

 

 

Lease

 

 

 

Commitments

 

2020 (remaining 9 months)

 

$

4,424

 

2021

 

 

4,689

 

2022

 

 

3,851

 

2023

 

 

3,196

 

2024

 

 

2,341

 

2025

 

 

1,646

 

Thereafter

 

 

1,196

 

Total lease payments

 

$

21,343

 

Less imputed interest

 

 

2,976

 

Total lease payments

 

$

18,367

 

 

6.7. Goodwill and Intangible Assets

Beginning March 1, 2017, givenGoodwill represents the general declining trend lineexcess of print sales, and its expected continuance into the foreseeable future,purchase price over the Company elected to treat the recordedfair value of trademarks/trade names as no longer being an indefinite-lived asset. As such,net assets of acquired businesses and is not amortized.  Goodwill and other intangible assets are tested for impairment at a reporting unit level.  The annual impairment test of goodwill and intangible assets is performed as of March 1, 2017,November 30 of each fiscal year.

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

If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a one-step approach is applied in making an evaluation. The evaluation utilizes multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates. If the evaluation results in the fair value of the goodwill for the reporting unit being lower than the carrying value, of these assets over their estimated remaining useful life, approximately 17 - 19 years.  The amortization expense associated with this electionan impairment charge is expected to increase the Company’s selling, general and administrative expense line by approximately $830,000 during fiscal year 2018.recorded.

1214


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2017MAY 31, 2019

 

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

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remaining

 

 

Gross

 

 

 

 

 

 

 

 

 

 

 

Life

 

 

Carrying

 

 

Accumulated

 

 

 

 

 

As of November 30, 2017

 

(in years)

 

 

Amount

 

 

Amortization

 

 

Net

 

Amortized intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks and trade names

 

 

16.2

 

 

$

19,625

 

 

$

2,109

 

 

$

17,516

 

Customer lists

 

 

8.3

 

 

 

58,040

 

 

 

24,884

 

 

 

33,156

 

Noncompete

 

 

0.1

 

 

 

175

 

 

 

130

 

 

 

45

 

Patent

 

 

0.3

 

 

 

783

 

 

 

754

 

 

 

29

 

Total

 

 

11.0

 

 

$

78,623

 

 

$

27,877

 

 

$

50,746

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of February 28, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks and trade names

 

 

8.0

 

 

$

3,642

 

 

$

1,234

 

 

$

2,408

 

Customer lists

 

 

8.9

 

 

 

57,347

 

 

 

21,336

 

 

 

36,011

 

Noncompete

 

 

0.8

 

 

 

175

 

 

 

86

 

 

 

89

 

Patent

 

 

1.0

 

 

 

783

 

 

 

655

 

 

 

128

 

Total

 

 

8.8

 

 

$

61,947

 

 

$

23,311

 

 

$

38,636

 

 

November 30,

 

 

February 28,

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

2017

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-amortizing intangible assets

 

 

 

 

 

 

 

 

 

Remaining

 

 

Gross

 

 

 

 

 

 

 

 

 

 

Life

 

 

Carrying

 

 

Accumulated

 

 

 

 

 

As of May 31, 2019

 

(in years)

 

 

Amount

 

 

Amortization

 

 

Net

 

Amortized intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks and trade names

 

$

 

 

$

15,291

 

 

 

13.3

 

 

$

25,281

 

 

$

4,346

 

 

$

20,935

 

Customer lists

 

 

8.0

 

 

 

72,765

 

 

 

32,907

 

 

 

39,858

 

Non-compete

 

 

2.4

 

 

 

747

 

 

 

355

 

 

 

392

 

Patent

 

 

 

 

 

783

 

 

 

783

 

 

 

 

Total

 

 

9.8

 

 

$

99,576

 

 

$

38,391

 

 

$

61,185

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of February 28, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks and trade names

 

 

13.8

 

 

$

24,385

 

 

$

3,906

 

 

$

20,479

 

Customer lists

 

 

8.2

 

 

 

71,869

 

 

 

31,498

 

 

 

40,371

 

Non-compete

 

 

2.5

 

 

 

722

 

 

 

300

 

 

 

422

 

Patent

 

 

 

 

 

783

 

 

 

783

 

 

 

 

Total

 

 

10.0

 

 

$

97,759

 

 

$

36,487

 

 

$

61,272

 

 

Aggregate amortization expense for the ninethree months ended November 30, 2017May 31, 2019 and November 30, 2016May 31, 2018 was $4.6$1.9 million and $3.5$1.4 million, respectively.

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

 

2018

 

$

5,992

 

2019

 

 

5,558

 

2020

 

 

5,476

 

 

$

7,589

 

2021

 

 

5,406

 

 

 

7,472

 

2022

 

 

5,363

 

 

 

7,305

 

2023

 

 

6,459

 

2024

 

 

6,421

 

 

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

 

Balance as of March 1, 2016

 

$

64,537

 

Balance as of March 1, 2018

 

$

70,603

 

Goodwill acquired

 

 

6,066

 

 

 

11,031

 

Goodwill impairment

 

 

 

 

 

 

Balance as of February 28, 2017

 

 

70,603

 

Balance as of February 28, 2019

 

 

81,634

 

Goodwill acquired

 

 

 

 

 

893

 

Goodwill impairment

 

 

 

 

 

 

Balance as of November 30, 2017

 

$

70,603

 

Balance as of May 31, 2019

 

$

82,527

 

 

During the fiscal yearthree months ended February 28, 2017, $6.1May 31, 2019, $0.9 million was added to goodwill related to the acquisition of Independent.Integrated.

1315


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2017MAY 31, 2019

 

7.8. Other Accrued Expenses

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

 

 

November 30,

 

 

February 28,

 

 

May 31,

 

 

February 28,

 

 

 

2017

 

 

 

2017

 

 

 

2019

 

 

 

2019

 

Accrued taxes

 

$

140

 

 

$

329

 

Employee compensation and benefits

 

$

11,964

 

 

$

15,950

 

Taxes other than income

 

 

966

 

 

 

583

 

Income taxes payable

 

 

3,432

 

 

 

 

Accrued legal and professional fees

 

 

438

 

 

 

414

 

 

 

124

 

 

 

203

 

Accrued interest

 

 

134

 

 

 

98

 

 

 

187

 

 

 

188

 

Accrued utilities

 

 

111

 

 

 

90

 

 

 

90

 

 

 

90

 

Accrued acquisition related obligations

 

 

759

 

 

 

789

 

 

 

360

 

 

 

214

 

Accrued credit card fees

 

 

127

 

 

 

119

 

 

 

147

 

 

 

146

 

Other accrued expenses

 

 

171

 

 

 

187

 

 

 

855

 

 

 

521

 

 

$

1,880

 

 

$

2,026

 

 

$

18,125

 

 

$

17,895

 

 

8.9. Long-Term Debt

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

 

 

 

November 30,

 

 

February 28,

 

 

 

2017

 

 

2017

 

Revolving credit facility

 

$

30,000

 

 

$

30,000

 

 

 

May 31,

 

 

February 28,

 

 

 

2019

 

 

2019

 

Revolving credit facility

 

$

30,000

 

 

$

30,000

 

 

The Company has entered intois party to a Second Amended and Restated Credit Agreement, which has beenas amended, restated, supplemented or modified from time to time, pursuant to which a credit facility has been extended to the Company until August 11, 2020 (the “Credit Facility”) until August 11, 2020 that.  The Credit Facility provides the Company and its subsidiaries with up to $100.0 million in revolving credit, as well as a $20.0 million sublimit for the issuance of letters of credit and a $15.0 million sublimit for swing-line loans.  Under the Credit Facility, theThe Company or any of its subsidiaries also can request up to three increases in the aggregate commitments in an aggregate amount not to exceed $50.0 million.  Under the Credit Facility: (i) the Company’s consolidated net leverage ratio may not exceed 3.00:1.00, (ii) the Company’s consolidated fixed charge coverage ratio may not be less than 1.25:1.00, and (iii) the Company may make dividends or distributions to shareholders so long as (a) no event of default has occurred and is continuing and (b) the Company’s net leverage ratio both before and after giving effect to any such dividend or distribution is equal to or less than 2.50:1.00.  All calculations are made based on GAAP existing at the time the Credit Facility was entered into.  As of November 30, 2017,May 31, 2019, the Company was in compliance with all terms and conditions of the Credit Facility.

The Credit Facility bears interest at the LIBOR rate plus a spread ranging from 1.0% to 2.0%, which rate was 2.5%3.5% (3 month LIBOR + 1.0%) at November 30, 2017May 31, 2019 and 1.86% (23.6% (3 month LIBOR + 1.0%) at February 28, 2017.2019.  The rate is determined by ourthe Company’s fixed charge coverage ratio of total funded debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”).  As of November 30, 2017, weMay 31, 2019, the Company had $30.0 million of borrowings under the revolving credit line and $1.2$0.7 million outstanding under standby letters of credit arrangements, leaving approximately $68.8$69.3 million available in borrowing capacity.  The Credit Facility is secured by substantially all of ourthe Company’s assets (other than real property), as well as all capital securities of each of ourthe Company’s subsidiaries.

9.10. Shareholders’ Equity

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

During the nine months ended November 30, 2017 the Company, under the program, repurchased 191,033 shares of common stock at an average price of $17.33 per share.  Since the program’s inception in October 2008, there have been 1,442,236 common shares repurchased at an average price of $14.99 per share. As of November 30, 2017 there was $18.4 million available to repurchase shares of the Company’s common stock under the program.  Unrelated to the stock repurchase program, the Company purchased 145 shares of its common stock during the nine months ended November 30, 2017.

1416


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2017MAY 31, 2019

 

10. During the three months ended May 31, 2019 the Company, under the program, repurchased 62,038 shares of common stock at an average price of $19.54 per share.  Since the program’s inception in October 2008, there have been 1,752,062 common shares repurchased at an average price of $15.78 per share. As of May 31, 2019 there was $12.4 million available to repurchase shares of the Company’s common stock under the program.

11. 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 November 30, 2017,May 31, 2019, 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 529,408582,853 shares of unissued common stock reserved under the Plan for issuance as of November 30, 2017.May 31, 2019.  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 November 30, 2017May 31, 2019 and November 30, 2016,May 31, 2018, the Company included compensation expense related to share-based compensation of $0.3$0.4 million ($0.2 million net of tax), and $0.3 million, ($0.2 million net of tax), respectively, in selling, general, and administrative expenses.  For the nine months ended November 30, 2017 and November 30, 2016, the Company included compensation expense related to share-based compensation of $1.0 million ($0.6 million net of tax), and $1.0 million ($0.6 million net of tax), respectively, in selling, general, and administrative expenses.

Stock Options

As of May 31, 2019, the Company had no outstanding vested or unvested stock options.  The Company had the following stock option activity for the ninethree months ended November 30, 2017:May 31, 2019:

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

Aggregate

 

 

 

 

 

 

Weighted

 

 

Average

 

 

Aggregate

 

 

Number

 

 

Average

 

 

Remaining

 

 

Intrinsic

 

 

Number

 

 

Average

 

 

Remaining

 

 

Intrinsic

 

 

of Shares

 

 

Exercise

 

 

Contractual

 

 

Value(a)

 

 

of Shares

 

 

Exercise

 

 

Contractual

 

 

Value(a)

 

 

(exact quantity)

 

 

Price

 

 

Life (in years)

 

 

(in thousands)

 

 

(exact quantity)

 

 

Price

 

 

Life (in years)

 

 

(in thousands)

 

Outstanding at March 1, 2017

 

 

172,496

 

 

$

15.95

 

 

 

4.2

 

 

$

223

 

Outstanding at March 1, 2019

 

 

61,590

 

 

$

15.88

 

 

 

1.8

 

 

$

327

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Terminated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(61,590

)

 

$

15.88

 

 

 

 

 

 

 

 

 

Outstanding at November 30, 2017

 

 

172,496

 

 

$

15.95

 

 

 

3.5

 

 

$

896

 

Exercisable at November 30, 2017

 

 

170,880

 

 

$

15.97

 

 

 

3.4

 

 

$

884

 

Outstanding at May 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at May 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

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

No stock options were granted during the ninethree months ended November 30, 2017May 31, 2019 and November 30, 2016.May 31, 2018.

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

 

 

Three months ended

 

 

Nine months ended

 

 

Three months ended

 

 

November 30,

 

 

November 30,

 

 

May 31,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

Total cash received

 

$

 

 

$

 

 

$

 

 

$

2,910

 

 

$

 

 

$

 

Income tax benefits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total grant-date fair value

 

 

 

 

 

 

 

 

 

 

 

532

 

 

 

201

 

 

 

 

Intrinsic value

 

 

 

 

 

 

 

 

 

 

 

969

 

 

 

267

 

 

 

 

15

17


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2017MAY 31, 2019

 

A summary of the Company’sThe Company had no unvested stock options outstanding at November 30, 2017 and the changesany time during the ninethree months ended November 30, 2017 are presented below:May 31, 2019.

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Number

 

 

Grant Date

 

 

 

of Options

 

 

Fair Value

 

Unvested at March 1, 2017

 

 

5,073

 

 

$

2.41

 

New grants

 

 

 

 

 

 

Vested

 

 

(3,457

)

 

 

2.48

 

Forfeited

 

 

 

 

 

 

Unvested at November 30, 2017

 

 

1,616

 

 

$

2.24

 

As of November 30, 2017, there was approximately $0.8 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 0.4 years.

Restricted Stock

The Company had the following restricted stock grant activity for the ninethree months ended November 30, 2017:May 31, 2019:

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

 

 

Average

 

 

 

 

 

Average

 

Number of

 

 

Grant Date

 

Number of

 

 

Grant Date

 

Shares

 

 

Fair Value

 

Shares

 

 

Fair Value

 

Outstanding at March 1, 2017

 

166,546

 

 

$

16.35

 

Outstanding at March 1, 2019

 

155,105

 

 

$

19.03

 

Granted

 

74,900

 

 

 

16.30

 

 

51,073

 

 

 

20.50

 

Terminated

 

 

 

 

 

 

 

 

 

 

Vested

 

(88,105

)

 

 

15.91

 

 

(69,880

)

 

 

18.69

 

Outstanding at November 30, 2017

 

153,341

 

 

$

16.58

 

Outstanding at May 31, 2019

 

136,298

 

 

$

19.76

 

 

As of November 30, 2017,May 31, 2019, the total remaining unrecognized compensation cost related to unvested restricted stock granted under the Plan was approximately $1.8$2.4 million.  The weighted average remaining requisite service period of the unvested restricted stock awards was 1.72.1 years.

11.12. Pension Plan

The Company and certain subsidiaries have a noncontributory defined benefit retirement plan (the “Pension Plan”), covering approximately 20%17% of the Company’s 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.

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

 

 

Nine months ended

 

 

Three months ended

 

 

November 30,

 

 

November 30,

 

 

May 31,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

Components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

271

 

 

$

292

 

 

$

812

 

 

$

875

 

 

$

272

 

 

$

277

 

Interest cost

 

 

567

 

 

 

593

 

 

 

1,702

 

 

 

1,779

 

 

 

564

 

 

 

568

 

Expected return on plan assets

 

 

(948

)

 

 

(917

)

 

 

(2,845

)

 

 

(2,749

)

 

 

(1,050

)

 

 

(1,027

)

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrecognized net loss

 

 

510

 

 

 

671

 

 

 

1,531

 

 

 

2,012

 

 

 

509

 

 

 

511

 

Net periodic benefit cost

 

$

400

 

 

$

639

 

 

$

1,200

 

 

$

1,917

 

 

$

295

 

 

$

329

 

 

16


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2017

The Company is required to make contributions to the Pension Plan.  These contributions are required under the minimum funding requirements of ERISA.the Employee Retirement Income Security Act of 1974 (“ERISA”).  Due to the enactment of the Highway and Transportation Funding Act (HATFA) in August 2014, 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.  The Company’s minimum required contribution to the Pension Plan is zero for the Pension Plan year ending February 28, 2018.  However,29, 2020.  Given current funding status, the Company madeexpects to make a cash contribution to the Pension Plan of $3.0between $1.0 million on December 28, 2017 forand $1.5 million during fiscal year 2018.2020.  The Company contributed $3.0 million to the Pension Plan during fiscal year 2017.2019.

12.18


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MAY 31, 2019

13. Earnings (loss) perPer 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 (loss) per share reflect the potential dilution that could occur if stock options or other contracts to issue common shares were exercised or converted into common stock.

As of May 31, 2019, no options were outstanding.  For the three months ended November 30, 2017,May 31, 2018, all options were included in the diluted earnings per share computation because the average fair market value of the Company’s stock exceeded the exercise price of the options.  For the nine months ended November 30, 2017, 42,500 shares related to stock options were not included in the diluted earnings per share computation because the exercise price exceeded the average fair market value of the Company’s stock.  For the three and nine months ended November 30, 2016, 95,692 and 42,500 shares related to stock options were not included in the diluted earnings per share computation because the 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 (loss) per share for the periods indicated:

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

November 30,

 

 

November 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Basic weighted average common shares outstanding

 

 

25,360,452

 

 

 

25,673,824

 

 

 

25,387,389

 

 

 

25,802,658

 

Effect of dilutive options

 

 

33,030

 

 

 

9,789

 

 

 

21,870

 

 

 

15,488

 

Diluted weighted average common shares outstanding

 

 

25,393,482

 

 

 

25,683,613

 

 

 

25,409,259

 

 

 

25,818,146

 

Earnings (loss) per share - basic and diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share on continuing operations

 

$

0.33

 

 

$

0.22

 

 

$

0.97

 

 

$

0.74

 

Earnings per share on discontinued operations

 

 

 

 

 

 

 

 

 

 

 

0.10

 

Loss per share on sale of discontinued operations

 

 

 

 

 

 

 

 

 

 

 

(1.01

)

Loss on discontinued operations

 

 

 

 

 

 

 

 

 

 

 

(0.91

)

Net earnings (loss)

 

$

0.33

 

 

$

0.22

 

 

$

0.97

 

 

$

(0.17

)

Cash dividends

 

$

0.200

 

 

$

0.175

 

 

$

0.575

 

 

$

2.025

 

 

 

Three months ended

 

 

 

May 31,

 

 

 

2019

 

 

2018

 

Basic weighted average common shares outstanding

 

 

26,028,337

 

 

 

25,333,673

 

Effect of dilutive options

 

 

 

 

 

30,099

 

Diluted weighted average common shares outstanding

 

 

26,028,337

 

 

 

25,363,772

 

Earnings per share

 

 

 

 

 

 

 

 

Net earnings - basic

 

$

0.37

 

 

$

0.37

 

Net earnings - diluted

 

$

0.37

 

 

$

0.36

 

Cash dividends

 

$

0.225

 

 

$

0.200

 

 

17


ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2017

13. 14. 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,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 products from a limited number of suppliers.  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 Statementsconsolidated statements of Cash Flows,cash flows, the Company considers cash to include cash on hand and in bank accounts.  The Federal Deposit Insurance Corporation insures accounts up to $250,000.  At November 30, 2017,May 31, 2019, cash balances included $92.0$85.3 million that was not federally insured because it represented amounts in individual accounts above the federally insured limit for each such account.  This at-risk amount is subject to fluctuation on a daily basis.  While management does not believe there is significant risk with respect to such deposits, we cannotno assurance can be assuredmade that wethe Company will not experience losses on ourthe Company’s deposits.

14.15. Subsequent Events

On DecemberJune 21, 2017,2019, the BoardCompany’s board of directors declared a quarterly cash dividend on the Company’s common stock of 2022.5 cents per share, which will be paid on February 9, 2018August 12, 2019 to the shareholders of record on Januaryas of July 12, 2018.

The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017 and is effective for tax years beginning after December 31, 2017.  The Company is currently evaluating the impact of the Act on the consolidated financial statements.  Management expects the Company’s effective tax rate and net deferred tax liabilities to decrease as a result of the reduction of the corporate tax rate from 35% to 21%, which will be partially offset by the elimination or reduction of certain tax deductions.

In conjunction with the signing of the Act, the Ennis Board of Directors approved a special one-time bonus to more than 2,200 non-management employees in the amount of $500 each.  This payment will take place with the first payroll period in January 2018.

In addition, in response to the Act, the Board of Directors declared a special one-time cash dividend of 10 cents per share of our common stock.  The dividend will be paid on February 9, 2018 to the shareholders of record on January 12, 2018.2019.

 

 

1819


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2017MAY 31, 2019

 

Item 2.

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

Overview

Ennis, Inc. (formerly Ennis Business Forms, Inc.) (“we” or(collectively with its subsidiaries, the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our”) was organized under the laws of Texas in 1909. The Company and its subsidiaries print and manufacture a broad line of business forms and other business products.  We distribute business products and forms throughout the United States primarily through independent 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.  We also sell products to many of our competitors to satisfy their customers’ needs.

On January 27, 2017, we completedMarch 16, 2019, the acquisitionCompany, through one of Independent Printing Company, Inc. and its related entities (collectively “subsidiaries, acquired the assets of Integrated Print & Graphics (“IndependentIntegrated”) for $17.7$8.9 million in cash plus the assumption of trade payables, subject to certain adjustments.  Goodwill of $893,000 recognized as a part of the acquisition is deductible for tax purposes.  The Company also recorded intangible assets with definite lives of approximately $1.8 million in connection with the transaction.  Integrated is located in South Elgin, Illinois and generated approximately $20.0 million in sales for its fiscal year ended December 31, 2018.  The acquisition will create additional capabilities within the Company’s high color commercial print product line, which is consistent with the Company’s business model.  Management considers this acquisition to be immaterial.

On July 31, 2018, the Company issued an aggregate of 829,126 shares of common stock of the Company, par value $2.50 per share, to the former stockholders of Wright Business Forms, Inc., d/b/a Wright Business Graphics (“Wright”), as partial consideration for the acquisition by the Company of all of the outstanding equity interests of Wright pursuant to the Agreement and Plan of Merger, dated July 16, 2018 (the “Merger Agreement”).  The Company shares issued to the former stockholders of Wright represent aggregate consideration under the Merger Agreement equal to approximately $16.2 million.  An additional $19.7 million was paid in cash to the stockholders of Wright, subject to a stock purchase transaction.  Independentfinal working capital adjustment, and $2.6 million was paid to pay-off outstanding debt.  The goodwill recognized as a part of this merger is not deductible for tax purposes.  Wright is a printing company that produces forms, pressure seal, packaging, direct mail, checks, statement processing and commercial printing and sells mainly through distributors and resellers. Wright is headquartered in Portland, Oregon and has 4additional locations in Wisconsin, with its main facility located in DePere, Wisconsin. The business produces presentation folders, checks, wide formatWashington and commercial printing. Independent,California.  Wright, which generated approximately $37.0$58.0 million in unaudited sales during calendarfor its fiscal year 2016, will continueended March 31, 2018, continues to operate under its brand names.  Independent sells mainly through distributors

On April 30, 2018, we acquired the assets of Allen-Bailey Tag & Label (“ABTL”), a tag and resellers. With this acquisition, we now have 4 folder facilitieslabel operation located in Michigan, Kansas, California and Wisconsin, as well as wide format capabilitiesNew York, for $4.7 million in Colorado and Wisconsin.

On May 25, 2016cash plus the Company sold its apparel operations conducted by Alstyle Apparel, LLC and its subsidiaries (the “Apparel Segment”) to Gildan Activewear Inc. for an all-cash purchase priceassumption of $110.0 million,trade payables, subject to a working capital adjustment, customary indemnification arrangements, and the other termsadjustment.  In addition, contingent consideration of the Unit Purchase Agreement dated May 4, 2016.

During the fourth quarter of fiscal year 2016, we moved our folder operations from Omaha, Nebraskaup to Columbus, Kansas, due$500,000 is payable to the landlord’s desire to sell the facility.  The move and inefficiencies associated with starting-up and training new employees had a negative impact on revenues and operational marginssellers if certain sales levels are maintained over the first half of fiscal year 2017.  However, during the second half of fiscal year 2017 we saw a turnaround and the operations were marginally profitable.  We have continued to see this momentum carry over into this fiscal year.  In addition, our medical claims during fiscal year 2017 exceeded historical levels, which resulted in us incurring an additional $4.3next three years.  ABTL generated approximately $12.0 million in increased medical charges that had a negative impact on our earnings.  To mitigate further medical charges, we implemented a new cost reimbursement program, as well as other changessales for the twelve months ended December 31, 2017.  Management considers this acquisition to our health plan, as of the start of the calendar year 2017.  Initial indications through the current fiscal year have been positive.  While we are still in the early stages of this program and actual cost savings may vary from anticipated levels, we continue to believe that our future medical claims expenses will trend more in line with historical levels.be immaterial.

Business Overview

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

We are in the business of manufacturing, designing, and selling business forms and other printed business products primarily to distributors located in the United States. We operate 5961 manufacturing plants throughout the United States in 21 strategically located states.  Approximately 95% of the business products manufacturedwe manufacture are custom and semi-custom products, constructed in a wide variety of sizes, colors, number of parts, and quantities on an individual job basis, depending upon the customers’ specifications.

The products sold include snap sets, continuous forms, laser cut sheets, tags, labels, envelopes, integrated products, jumbo rolls and pressure sensitive products in short, medium and long runs under the following labels: Ennis®, Royal Business Forms®, Block Graphics®, Specialized Printed Forms®, 360º Custom LabelsSM, ColorWorx®, Enfusion®, Uncompromised Check Solutions®, VersaSeal®, Ad ConceptsSM, FormSource LimitedSM, Star Award Ribbon Company®, Witt Printing®, B&D Litho®, Genforms®, PrintGraphicsSMPrintGraphics®, Calibrated Forms®, PrintXcelSMPrintXcel®, Printegra®, Curtis Business FormsSM, Falcon Business FormsSM, Forms ManufacturersSM, Mutual GraphicsSM, TRI-C Business FormsSM, Major Business SystemsSM, Independent PrintingSM, and Hoosier Data Forms®, Hayes Graphics®, Wright Business GraphicsSM, Wright 360SM, and Integrated Print & GraphicsSM. We also sell the Adams McClure® brand (which provides Point of Purchase advertising for large franchise and fast food chains, as well as kitting and fulfillment); the Admore®, Folder Express®, and Independent Folders® brands (which provide presentation folders and document folders); Ennis Tag & LabelSM (which provides custom printed, high performance labels and custom and stock tags); Allen-Bailey Tag & LabelSM, Atlas Tag & Label®, Kay

20


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED MAY 31, 2019

Toledo Tag®, and Special Service Partners® (SSP) (which provides custom and stock tags and labels); Trade Envelopes®, Block Graphics®, Wisco®, and National Imprint Corporation® (which provide custom and imprinted envelopes) and Northstar® and General Financial Supply® (which provide financial and security documents).

19


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2017

We sell predominantly through private printers and independent distributors, as well as to many of our competitors. Northstar Computer Forms, Inc., a wholly-owned subsidiary, also sells direct to a small number of customers, generally large banking organizations (where a distributor is not acceptable or available to the end-user).  Adams McClure, LP, a wholly-owned subsidiary, also sells direct to a small number of customers, where sales are generally through advertising agencies.

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

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

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

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

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

Business Challenges

We are engaged in an industry undergoing significant changes, includingexperiencing consolidation of some of our traditional channels, product obsolescence, paper supplier capacity adjustments, and expansion of commodity materials to our competition, as well as cheaper material importsincreased pricing and potential supply allocations due to the strong dollar.demand/supply curve imbalance.  Technology advances have made electronic distribution of documents, internet hosting, digital printing and print-on-demand valid, cost-effective alternatives to traditional custom-printed documents and customer communications.  Improved equipment has become more accessible to our competitors due to the continued low interest rate environment.  We face highly competitive conditions throughout the supply chain in an already over-supplied, price-competitive print industry.  The challenges 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 through the use of cheaper paper grades or imported paper, or devalued with advances in digital technologies, causing steady declines in demand for a portion of our current product line.  Transforming our product offerings in order to continue to provide innovative, valuable solutions through lower labor and fixed charges to our customers on a proactive basis will require us to make investments in new and existing technology and to develop key strategic business relationships, such as print-on-demand services and product offerings that assist customers in their transition to digital business environments.  In addition, we will continue to look for new market opportunities and niches through acquisitions, such as the addition of our envelope offerings, tag offerings, folder offerings, healthcare wristbands, specialty packaging, direct mail, pressure seal products, secure document solutions, innovative in-mold label offerings and long-run integrated products with high color web printing, which provide us with an opportunity for growth and differentiate us from our competition.

Production capacity and price competition within our industryDue to the number of paper mills worldwide, some paper pricing has been and is expected to remain fairly weak. The strong U.S. dollar during the first half of the yearfiscal 2018 attracted cheaper material into the United States, notwithstanding the imposition of trade tariffs, imposed, which has impaired the price advantage larger suppliers have heldhad over smaller competitors and helped to maintain pricing.  However, with the subsequent weakening of the U.S. dollar during the latter portion of fiscal 2018 and first half of fiscal 2019, the price advantage of foreign imports largely dissipated during most of fiscal 2019, which has for the most part dissipated and resulted inled to lower volumes of imported paper.  This,paper and an increase in domestic exports.  Meanwhile,

21


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED MAY 31, 2019

significant capacity left the market during this period, whether planned or unplanned (as in the case of the bankruptcy of several mills).  In addition, some mills moved capacity formerly used for coated production to uncoated production due to their ability to obtain higher margins on these products.  Even with the shrinking demand, this led to a supply/demand imbalance with most mills running in excess of some domestic mill90% of capacity has allowed domestic producers to announce price increases across all paper grades. Even with the shrinking of domestic capacity and lower imports, most reports still indicate there to be an imbalancegrades during fiscal 2019.  At this level, suppliers have historically raised prices in the domestic marketplace, for most grades dueand fiscal year 2019 was no exception, with suppliers raising prices multiple times across all facets of the manufacturing process, from raw materials to lower demand.  Therefore, it is too early to tell whether or not these announced price increases will truly stick and have to be passed on to the marketplace.supplies.  In the past, price increases have been less frequent, which allowed manufacturers to make pricing adjustments in a timely manner.  The size and number of increases during 2019 impacted the Company has been fairly successful in passing increases throughability of manufacturers to timely pass along the required price adjustments to the marketplace over time.  We willend users. Additionally, some paper grades during 2019 were placed on allocations given the tight supply environment.

Given our long-term relationship with our major paper supplier, our financial strength and our size, we were able to avoid disruptions in our supply chain this past fiscal year.  Some of these challenges have evolved recently.  With the strengthening U.S. dollar and current pricing levels, imports have again begun to flow into the domestic marketplace.  This development, along with continued slowing domestic demand, has resulted in renewed marketing of certain paper grades that previously had been placed on allocation.  Historically, this would result in the normalization of pricing and costs in the marketplace.  However, with the change in ownership of several of the larger domestic paper mills, this historical swing in pricing may not occur and manufacturer’s margins may continue to be negatively impacted.  Regardless of these factors, many of which are cyclical, we intend to continue to focus our efforts on effectively managing and controlling our product costs, to minimize these effects on our operational results, primarily through the use of forecasting, production and costing models, as well as working

20


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2017

closely with our domestic suppliers to reduce our procurement costs.  Wecosts, in order to minimize effects on our operational results.  In addition, we will continue to look for ways to reduce as well asand leverage our fixed costs.  As always, some of these negative factors are cyclical and we will continue to focus on maintaining our margins when these negative factors swing the other way.

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

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

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

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

We believe these forward-looking statements are based upon reasonable assumptions.  All such statements involve risks and uncertainties, and as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including but not limited to, general economic, business and labor conditions and the potential 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 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; changes in economic conditions; customer credit risk; competitors’ pricing strategies; a decline in business volume and profitability could result in an impairment in our reported goodwill negatively

22


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED MAY 31, 2019

impacting our operational results; 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, 20172019 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 our accounting policies related to the aforementioned items are the most critical due to their effect on our more significant estimates and judgments used in preparation of our consolidated financial statements.  For additional information, reference is made to the Critical Accounting Policies and Estimates section of our Annual Report on Form 10-K for the fiscal year ended February 28, 2017.2019.

21


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2017

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.  Unless otherwise indicated, this financial overview is for the continuing operations of the Company, which are comprised of the production and sales of business forms and other business products, and exclude the discontinued operations of the Apparel Segment.  The operating results of the Company for the three and nine months ended November 30, 2017May 31, 2019 and the comparative periodsperiod for 20162018 are set forth in the unaudited consolidated financial information included in the tables below.

Consolidated Summary

 

Unaudited Consolidated Statements of

 

Three Months Ended November 30,

 

 

Nine Months Ended November 30,

 

Operations - Data (Dollars in thousands, except per share amounts)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net sales

 

$

93,606

 

 

 

100.0

%

 

$

88,660

 

 

 

100.0

%

 

$

283,083

 

 

 

100.0

%

 

$

270,316

 

 

 

100.0

%

Cost of goods sold

 

 

63,722

 

 

 

68.1

 

 

 

63,368

 

 

 

71.5

 

 

 

192,493

 

 

 

68.0

 

 

 

191,292

 

 

 

70.8

 

Gross profit margin

 

 

29,884

 

 

 

31.9

 

 

 

25,292

 

 

 

28.5

 

 

 

90,590

 

 

 

32.0

 

 

 

79,024

 

 

 

29.2

 

Selling, general and administrative

 

 

16,699

 

 

 

17.8

 

 

 

15,833

 

 

 

17.8

 

 

 

51,167

 

 

 

18.1

 

 

 

47,961

 

 

 

17.7

 

(Gain) loss from disposal of assets

 

 

(4

)

 

 

 

 

264

 

 

 

0.3

 

 

 

59

 

 

 

 

 

 

266

 

 

 

0.1

 

Income from operations

 

 

13,189

 

 

 

14.1

 

 

 

9,195

 

 

 

10.4

 

 

 

39,364

 

 

 

13.9

 

 

 

30,797

 

 

 

11.4

 

Other expense, net

 

 

(55

)

 

 

(0.1

)

 

 

(84

)

 

 

(0.1

)

 

 

(319

)

 

 

(0.1

)

 

 

(313

)

 

 

(0.1

)

Earnings from continuing operations

   before income taxes

 

 

13,134

 

 

 

14.0

 

 

 

9,111

 

 

 

10.3

 

 

 

39,045

 

 

 

13.8

 

 

 

30,484

 

 

 

11.3

 

Provision for income taxes

 

 

4,860

 

 

 

5.2

 

 

 

3,371

 

 

 

3.8

 

 

 

14,447

 

 

 

5.1

 

 

 

11,277

 

 

 

4.2

 

Earnings from continuing operations

 

 

8,274

 

 

 

8.8

%

 

 

5,740

 

 

 

6.5

%

 

 

24,598

 

 

 

8.7

%

 

 

19,207

 

 

 

7.1

%

Income from discontinued operations, net

   of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,481

 

 

 

0.9

 

Loss on sale of discontinued operations,

   net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(26,042

)

 

 

(9.6

)

Earnings (loss) from discontinued

   operations, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(23,561

)

 

 

(8.7

)

Net earnings (loss)

 

$

8,274

 

 

 

8.8

%

 

$

5,740

 

 

 

6.5

%

 

$

24,598

 

 

 

8.7

%

 

$

(4,354

)

 

 

-1.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share - diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.33

 

 

 

 

 

 

$

0.22

 

 

 

 

 

 

$

0.97

 

 

 

 

 

 

$

0.74

 

 

 

 

 

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.10

 

 

 

 

 

 

 

 

0.33

 

 

 

 

 

 

 

0.22

 

 

 

 

 

 

 

0.97

 

 

 

 

 

 

 

0.84

 

 

 

 

 

Sale of discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.01

)

 

 

 

 

Net earnings (loss)

 

$

0.33

 

 

 

 

 

 

$

0.22

 

 

 

 

 

 

$

0.97

 

 

 

 

 

 

$

(0.17

)

 

 

 

 

Unaudited Consolidated Statements of

 

Three Months Ended May 31,

 

Operations - Data (in thousands)

 

2019

 

 

2018

 

Net sales

 

$

108,033

 

 

 

100.0

%

 

$

93,419

 

 

 

100.0

%

Cost of goods sold

 

 

75,337

 

 

 

69.7

 

 

 

63,228

 

 

 

67.7

 

Gross profit margin

 

 

32,696

 

 

 

30.3

 

 

 

30,191

 

 

 

32.3

 

Selling, general and administrative

 

 

19,703

 

 

 

18.3

 

 

 

17,735

 

 

 

19.0

 

Gain from disposal of assets

 

 

 

 

 

 

 

 

(4

)

 

 

 

Income from operations

 

 

12,993

 

 

 

12.0

 

 

 

12,460

 

 

 

13.3

 

Other income (expense)

 

 

23

 

 

 

 

 

 

(131

)

 

 

(0.1

)

Earnings before income taxes

 

 

13,016

 

 

 

12.0

 

 

 

12,329

 

 

 

13.2

 

Provision for income taxes

 

 

3,384

 

 

 

3.1

 

 

 

3,082

 

 

 

3.3

 

Net earnings

 

$

9,632

 

 

 

8.9

%

 

$

9,247

 

 

 

9.9

%

 

Three months ended November 30, 2017May 31, 2019 compared to three months ended November 30, 2016May 31, 2018

Net Sales.  Our net sales were $93.6$108.0 million for the quarter ended November 30, 2017,May 31, 2019, compared to $88.7$93.4 million for the same quarter lastin the prior year, or an increase of $4.9$14.6 million, or 5.5%15.6%.  The marketOn a sequential quarter basis, our revenues increased from $100.7 million to $108.0 million, a $7.3 million increase, or 7.2%.  Recent increases in foreign imports due to the strengthening of the U.S. dollar and current domestic pricings levels continues to be fairly soft with competitive pricing pressures.  However,provide the current reversal of some of the dollar’s strength has made domestic paper production more attractive.  This factor, along with the shrinking of some domestic mill capacity, has resulted in the announcement of some recent paper price increases.  It is still too early to tell whether or not these will stick and be passed through to the marketplace.  If so, this may offset some of the normal industry sales attrition expected in theelements for a challenging marketplace.  The acquisitionacquisitions of Independent, which was completedABTL (completed in January 2017April 2018), Wright (completed in July 2018), and which is anIntegrated (completed in March 2019) are integral partparts of our strategy to offset normal industry revenue declines due to print attritionon going technological disruption and other changes,changes.  These three acquisitions contributed $9.8approximately $19.3 million in net sales during the three months ended November 30, 2017.May 31, 2019.

2223


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2017MAY 31, 2019

 

Cost of Goods Sold.  Our cost of goods sold increased slightly by $0.3$12.1 million from $63.4$63.2 million for the three months ended November 30, 2016May 31, 2018 to $63.7$75.3 million for the three months ended November 30, 2017,May 31, 2019, or 0.5%19.1%. Our gross profit margin (“margin”) was $29.9$32.7 million for the quarter, or 31.9%30.3% of net sales, compared to $25.3$30.2 million, or 28.5%32.3% of net sales, for the same quarter in the prior year.  For the sequential quarter our margin increased from $29.1 million, or 28.9% of net sales, to $32.7 million, or 30.3% of net sales, an increase of $3.6 million.  While our margins as indicated improved 140 basis points over the sequential quarter, they continue to be impacted by the magnitude of raw material price increases and the dilutive impact of the acquisitions completed in the last year.    During the third quarterlast year, tight supply conditions allowed for multiple price increases on raw materials, as well as other items in the manufacturing process.  Historical price increases were less frequent, which allowed manufacturers the ability to pass the required pricing adjustments through to the marketplace in a timely manner.  However, the size and number of fiscal 2017increases have impacted manufacturers’ abilities to timely pass these price adjustments to the end-users.  These price increases will continue to have a negative impact on margins until they are able to be passed through to the marketplace, or costs decline.  Recently, due to current pricing levels and the strengthening of the U.S. dollar, the environment has once again been attractive for imports and they have more than filled any vacuum in the supply chain.  This historically has led to some normalization/stability in the marketplace.  However, with the recent ownership change in several larger domestic mills, this historical pendulum swing in pricing may not occur.  As mentioned earlier, the acquisitions completed during the past year have had a dilutive impact on our margin was negatively impacted by increased medical expenses of approximately $1.4 million.margins. We continue to believe once we have the opportunity to fully analyze the business cost structure and implement our costs systems, its margins will improve to more normalized levels.

Selling, general, and administrative expense.  For the three months ended November 30, 2017,May 31, 2019, our selling, general, and administrative (“SG&A”) expenses were $16.7$19.7 million compared to $15.8$17.7 million for the three months ended November 30, 2016, orMay 31, 2018, an increase of 5.7%$2.0 million, or 11.3%.  As a percentage of net sales, the SG&A expenses were 17.8%18.3% and 17.8%19.0% for the three months ended November 30, 2017May 31, 2019 and November 30, 2016,May 31, 2018, respectively.  The acquisition of Independent added $2.0 million inincrease on our SG&A expenses related to the acquisitions completed during the quarter, or 20.2% of its respective net sales.  As we continue to integrate this acquisition into our culture and systems, we will continue to look for ways to reduce these expenses to be more in line with our historical SG&A percentage.  In addition to the foregoing, the Company changed its accounting practice for handling its trademarks/trade names from an indefinite life to a finite life method.  This change in accounting methodprior twelve months, which added approximately $0.2$3.2 million to SG&A expense during the current quarter.our expenses.

(Gain) lossGain from disposal of assets.  The $4,000 net gain from disposal of assets during the prior year’s quarter related primarily to the sale of manufacturing equipment.  The $0.3 million net loss during the same quarter last year related primarily to the $0.5 million loss on the sale of an unused manufacturing facility and its associated property offset by a $0.2 million gain on the sale a second unused manufacturing facility and equipment.

Income from operations.  As a result of the above factors, our income from operations for the three months ended November 30, 2017May 31, 2019 was $13.2$13.0 million, or 14.1%12.0% of net sales, as compared to $9.2$12.5 million, or 10.4%13.3% of net sales, for the three months ended November 30, 2016.May 31, 2018.  The acquisitionacquisitions of IndependentABTL, Wright and Integrated contributed approximately $1.3$0.3 million, $1.1 million and $0.1 million, respectively, of operating income during the third quarter of this fiscal year.quarter.

Other expense.income (expense).  Other expenseincome was $0.1 million$23,000 for the three months ended November 30, 2017 and November 30, 2016.May 31, 2019 compared to $131,000 expense for the three months ended May 31, 2018.  During the current quarter, due to our cash balance, our interest income was higher than our interest expense.

Provision for income taxes. Our effective tax rate for operations was 37.0%26.0% for the three months ended November 30, 2017 and November 30, 2016.May 31, 2019 as compared to 25.0% for the three months ended May 31, 2018.  The slight increase in our overall tax rate this year as compared to last is due to an increase in our overall expected state tax rate due to changes in state apportionment.

Net earnings.  Earnings from operationsNet earnings, due to the factors above, were $8.3$9.6 million for the three months ended November 30, 2017May 31, 2019 as compared to $5.7$9.2 million for the comparable quarter lastin the prior year, an increase of 45.6%4.3%.  Earnings from operationsNet earnings per diluted share for the three months ended November 30, 2017May 31, 2019 was $0.33,$0.37, compared to $0.22$0.36 for the same quarter last year.  There were no discontinued operations during the three months ended November 30, 2017 and November 30, 2016.

Nine months ended November 30, 2017 compared to nine months ended November 30, 2016

Net Sales.  Our net sales were $283.1 million for the nine month period ended November 30, 2017, compared to $270.3 million for same period last year, or an increase of 4.7%.  The market continues to be fairly soft with competitive pricing pressures which intensified with the influx of cheaper off-shore paper coming into the United States during the first half of the year. However, the current reversal of some of the dollar’s strength has made domestic paper production more attractive.  This, with the shrinking of some domestic mill capacity, has resulted in the announcement of some recent paper price increases.  It is still too early to tell whether or not these announced increases will stick and be passed through to the marketplace.  If so, this may offset some of the normal industry sales attrition expected in the marketplace.  The acquisition of Independent in January of 2017, which is an integral part of our strategy to offset normal industry revenue declines, contributed $29.9 million in net sales during the nine months ended November 30, 2017.prior year.

Cost of Goods Sold.  Our cost of goods sold was $192.5 million for the nine months ended November 30, 2017, compared to $191.3 million for the same period last year, a slight increase of $1.2 million, or 0.6%. Our margin was $90.6 million for the nine month period ended November 30, 2017, or 32.0% of net sales, compared to $79.0 million, or 29.2% of net sales, for the same nine month period last year.  For the same nine month period last year, our margin was negatively impacted by the costs associated with the move of our folder operations in Nebraska to Kansas.  The start-up training process for the labor force decreased efficiencies, thereby decreasing our sales and negatively impacting our margins for the nine months ended November 30, 2016 by an estimated $3.0 million for the period.  In addition, we incurred additional medical expenses due to our medical claims exceeding our historical levels during our second and third quarters; this impacted our margin for the nine months ended November 30, 2016 by approximately $2.9 million.

2324


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2017MAY 31, 2019

 

Selling, general, and administrative expense.  Our SG&A expenses were $51.2 million for the nine months ended November 30, 2017, compared to $48.0 million for the same period last year, or an increase of 6.7%.  As a percentage of net sales, the SG&A expenses were 18.1% and 17.7% for the nine months ended November 30, 2017 and November 30, 2016, respectively.  The acquisition of Independent added $6.3 million in SG&A expenses during the nine month period ended November 30, 2017, or 21.2% of its respective net sales.  As we continue to integrate this acquisition into our culture and systems, we will continue to look for ways to reduce these expenses to be more in line with our historical SG&A percentage.  In addition to the foregoing, the Company changed its accounting practice for handling its trademarks/trade names from an indefinite life to a finite life method.  This change in accounting method added approximately $0.6 million to SG&A expense during the nine month period ended November 30, 2017.

Loss from disposal of assets.  The $59,000 net loss from disposal of assets during the nine months ended November 30, 2017 related primarily to the sale of manufacturing equipment.  The $0.3 million net loss from disposal of assets during the nine months ended November 30, 2016 resulted primarily from the $0.5 million loss on the sale of an unused manufacturing facility and its associated property offset by a $0.2 million gain from the sale of a second unused manufacturing facility and equipment.

Income from operations.  Our income from continuing operations for the nine months ended November 30, 2017 was $39.4 million, or 13.9% of net sales, as compared to $30.8 million, or 11.4% of net sales, for the nine months ended November 30, 2016.  The acquisition of Independent contributed approximately $4.2 million of income during the current nine month period.

Other expense.  Other expense was $0.3 million for the nine months ended November 30, 2017 and November 30, 2016.

Provision for income taxes. Our effective tax rate for continuing operations was 37.0% for both the nine months ended November 30, 2017 and the nine months ended November 30, 2016.

Net earnings (loss).  Earnings from continuing operations were $24.6 million for the nine months ended November 30, 2017 as compared to $19.2 million for the comparable period last year, an increase of $5.4 million.  Earnings from continuing operations per diluted share for the nine months ended November 30, 2017 was $0.97, compared to $0.74 for the same nine month period last year.  There were no discontinued operations during the nine months ended November 30, 2017, compared to a net loss from discontinued operations of ($0.91) per diluted share in the same nine month period last year.  Overall, the Company realized a net profit of $0.97 per diluted share for the nine months ended November 30, 2017 compared to a net loss of ($0.17) per diluted share for the nine months ended November 30, 2016.

Liquidity and Capital Resources

We rely on our cash flows generated from operations and the borrowing capacity under our credit facility extended pursuant to our Second Amended and Restated Credit Agreement, as amended from time to time (the “Credit 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 pensionnoncontributory defined benefit retirement plan, which covers approximately 17% of our aggregate employees (the “Pension Plan”), and the payment of dividends to our shareholders.  We expect to generate sufficient cash flows from operations supplemented by our Credit Facility as required to cover our operating and capital requirements for the foreseeable future.

 

 

 

November 30,

 

 

February  28,

 

(Dollars in thousands)

 

2017

 

 

2017

 

Working Capital

 

$

135,574

 

 

$

119,282

 

Cash and cash equivalents

 

$

92,930

 

 

$

80,466

 

 

 

May 31,

 

 

February 28,

 

(Dollars in thousands)

 

2019

 

 

2019

 

Working capital

 

$

129,149

 

 

$

134,542

 

Cash

 

$

87,365

 

 

$

88,442

 

 

Working Capital.  Our working capital increased $16.3decreased $5.4 million or 13.7%4.0%, from $119.3$134.5 million at February 28, 20172019 to $135.6$129.1 million at November 30, 2017.  Our working capital was impacted primarily by an increase in our cash of $12.5 million, an increase in our receivables of $1.0 million and a reduction of our current liabilities of approximately $3.0 million.May 31, 2019.  Our current ratio, calculated by dividing our current assets by our current liabilities, increaseddecreased from 5.05.3 to 1.0 at February 28, 20172019 to 6.04.4 to 1.0 at November 30, 2017.May 31, 2019.  Our working capital and current ratio were negatively impacted by an increase in our income taxes payable of $3.4 million and the adoption of accounting pronouncement ASC 842 which increased our current liabilities by $5.0 million.

 

 

Nine months ended November 30,

 

 

Three months ended May 31,

 

(Dollars in thousands)

 

2017

 

 

2016

 

 

2019

 

 

2018

 

Net cash provided by operating activities

 

$

33,818

 

 

$

42,560

 

 

$

15,671

 

 

$

11,890

 

Net cash provided by (used in) investing activities

 

$

(3,406

)

 

$

104,919

 

Net cash used in investing activities

 

$

(9,661

)

 

$

(5,937

)

Net cash used in financing activities

 

$

(17,948

)

 

$

(67,571

)

 

$

(7,087

)

 

$

(5,763

)

 

24


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2017

Cash flows from operating activities.  Cash provided by operating activities decreasedincreased by $8.7$3.8 million from $42.6$11.9 million for the ninethree months ended November 30, 2016May 31, 2018 to $33.8$15.7 million for the ninethree months ended November 30, 2017.May 31, 2019.  Our decreasedincreased operational cash flows in comparison to the comparable period lastin the prior year was primarily the result of fourtwo factors: (i)i) a $3.4 million decrease in operatingour inventories, and ii) a $2.5 million increase in our accounts payable and accrued expenses.  This increase in our cash flows from the recognition ofwas offset by a pre-tax loss of $36.8$2.6 million of our former Apparel Segment that was sold in the first quarter of last fiscal year, (ii) increased earnings of $29.0 million, (iii) an increase of $1.7 million in our prepaid expenses and income taxes, and (iv) a decrease in our receivables by $2.2 million.taxes.

Cash flows from investing activities. Cash provided by (used in)used in investing activities decreased $108.3increased $3.7 million from $104.9$5.9 million provided to $3.4$9.7 million used for the ninethree months ended November 30, 2016May 31, 2018 and November 30, 2017,May 31, 2019, respectively.  This was primarily due to our acquisition of Integrated in the net proceedscurrent quarter of $107.4$8.9 million from the sale of the Apparel Segment which took place on May 25, 2016, offset by $0.4as compared to $4.7 million more in cash used for the acquisition of businesses.  In addition, duringABTL in the nine months ended November 30, 2017 we used $2.1same quarter last fiscal year offset by $0.4 million less in cash onused for capital expenditures, compared to $1.9 million during the same period last year.expenditures.

Cash flows from financing activities.  We used $49.6$1.3 million lessmore in cash from financing activities this period than during the three months ended May 31, 2019 compared to the same period lastin the prior year.  We used $10.0 million in cash during the comparable period last year to pay down our debt, compared to no repayment of debt in this period.  We used $52.7 million last year to pay dividends which included a special one-time dividend of $1.50 per share that was paid as a result of the sale of the Apparel Segment, whereas we used $14.6 million to pay dividends this year.  We used $3.3$1.2 million to repurchase our common stock under our stock repurchase program during the ninethree months ended November 30, 2017,May 31, 2019, whereas we used $7.8$0.7 million to repurchase shares of our common stock during the ninethree months ended November 30, 2016.May 31, 2018.  In addition, we received $2.9$0.8 million frommore was used to pay dividends during the exercise of stock options inthree months ended May 31, 2019 as compared to the comparable period last year, whereas in this period no stock options were exercised.three months ended May 31, 2018.

Credit Facility.  The Company’s Credit Facility, extended to the Company until August 11, 2020, provides the Company and its subsidiaries with up to $100.0 million in revolving credit, as well as a $20.0 million sublimit for the issuance of letters of credit and a $15.0 million sublimit for swing-line loans.  Under the Credit Facility, the Company or any of its subsidiaries also can request up to three increases in the aggregate commitments in an aggregate amount not to exceed $50.0 million.  The terms and conditions of the Credit Facility impose certain restrictions on our ability to incur additional debt, make capital expenditures, acquisitions and asset dispositions, as well as impose other customary covenants, such as requiring that our fixed charge coverage ratio not be less than 1.25:1.00 and our total leverage ratio not exceed 3.00:1.00.  The Company may make dividends or distributions to shareholders so long as (a) no event of default has occurred and is continuing and (b) the Company’s net leverage ratio both before and after giving effect to any such dividend or distribution is equal to or less than 2.50:1.00.  All calculations are made based on GAAP existing at the time the Credit Facility was entered into.  As of May 31, 2019, the Company was in compliance with all terms and conditions of the Credit Facility.

The Credit Facility bears interest at the LIBOR rate plus a spread ranging from 1.0% to 2.0%, which rate was 2.5%3.5% (3 month LIBOR + 1.0%) at November 30, 2017May 31, 2019 and 1.86% (23.6% (3 month LIBOR + 1.0%) at February 28, 2017.2019.  The rate is determined by our fixed

25


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED MAY 31, 2019

charge coverage ratio of total funded debt to EBITDA.  As of November 30, 2017,May 31, 2019, we had $30.0 million of borrowings under the revolving credit line and $1.2$0.7 million outstanding under standby letters of credit arrangements, leaving approximately $68.8$69.3 million available in borrowing capacity.  The Credit Facility is secured by substantially all of our assets (other than real property), as well as all capital securities of each of our subsidiaries.

It is anticipated that the available line of credit is sufficient to cover the Company’s 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”).  Due to the enactment of the Highway and Transportation Funding Act (HATFA) in August 2014, which effectively raises the discount rates mandated for determining the value of a plan’s benefit liability and annual cost of accruals, our minimum required contribution to the Pension Plan is zero for the Pension Plan year ending February 29, 2020. Given our current funding status as of February 28, 2018. However,2019 and absent any significant negative event, we made a cash contributionanticipate that our future contributions will be in line with our service costs, which are expected to the Pension Plan of $3.0be between $1.0 million on December 28, 2017 for fiscal year 2018.and $1.5 million per year.  We made contributions totaling $3.0 million to our Pension Plan during fiscal 2017.2019. 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 November 30, 2017,May 31, 2019, we had an unfundeda net pension liabilityasset recorded on our balance sheet of $4.8$0.6 million.

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

25


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2017

Capital Expenditures We expect our capital requirements for our current fiscal year, exclusive of capital required for possible acquisitions, will be within our historical levels of between $3.0 million and $5.0 million.  To date we have spent approximately $2.1$0.8 million on capital expenditures.  We expect to fund these expenditures through existing cash flows.

Contractual Obligations & Off-Balance Sheet Arrangements There have been no significant changes in our contractual obligations since February 28, 20172019 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 November 30, 2017.May 31, 2019.

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 loans under the Credit Facility, totaled $30.0 million at November 30, 2017.May 31, 2019.  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 November 30, 2017May 31, 2019 would be approximately $0.3 million.

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

Item 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 Rules 13a-15 and 15d-15. Based upon that review and evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures as of November 30, 2017May 31, 2019 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

26


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED MAY 31, 2019

regarding required 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.

In connection with the Company’s adoption of ASC 842 effective March 1, 2019, we have made appropriate design and implementation updates to our business processes, systems and internal controls to support recognition and disclosure under the new standard. The Company’s adoption and implementation of ASC 842 is discussed in Note 1 and Note 6 to the consolidated financial statements included in “Item 1. Financial Statements.”

There werehave been no changes, other than those discussed above, in our internal control over financial reporting identified(as defined in connection withRule 13a–15(f) or Rule 15d–15(f) of the evaluation required by paragraph (d) of Exchange Act Rule 13a-15Act) that occurred during our fiscal quarterthe three months ended November 30, 2017May 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

26


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2017

 

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, 2017.2019.

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

In the 2016 calendar year, the BoardCompany’s board of directors authorized the repurchase of up to an aggregate of $40.0 million of the Company’s stock through the Company’s stock repurchase program.  Under the repurchase program, share purchases may be made from time to time in the open market or through privately negotiated transactions depending on market conditions, share price, trading volume and other factors.  Such purchases, if any, will be made in accordance with applicable insider trading and other securities laws and regulations.  These repurchases may be commenced or suspended at any time or from time to time without prior notice.

During the ninethree months ended November 30, 2017,May 31, 2019, the Company, under the program, repurchased 191,03362,038 shares of common stock at an average price of $17.33 per share.  Since the program’s inception in October 2008, there have been 1,442,236 common shares repurchased at an average price of $14.99$19.54 per share.  As of November 30, 2017May 31, 2019 there was $18.4$12.4 million available to repurchase shares of the Company’s common stock under the program. Unrelated to the stock repurchase program, the Company purchased 145 shares of its common stock during the nine months ended November 30, 2017.

 

 

 

 

 

 

 

 

 

 

 

Total Number

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

of Shares

 

 

Maximum Amount

 

 

 

Number

 

 

Average

 

 

Purchased as

 

 

that May Yet Be Used

 

 

 

of Shares

 

 

Price Paid

 

 

Part of Publicly

 

 

to Purchase Shares

 

Period

 

Purchased

 

 

per Share

 

 

Announced Programs

 

 

Under the Program

 

September 1, 2017 - September 30, 2017

 

 

 

 

$

 

 

 

 

 

$

18,377,146

 

October 1, 2017 - October 31, 2017

 

 

145

 

 

$

20.30

 

 

 

 

 

$

18,377,146

 

November 1, 2017 - November 30, 2017

 

 

 

 

$

 

 

 

 

 

$

18,377,146

 

Total

 

 

145

 

 

$

20.30

 

 

 

 

 

$

18,377,146

 

 

 

 

 

 

 

 

 

 

 

Total Number

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

of Shares

 

 

Maximum Amount

 

 

 

Number

 

 

Average

 

 

Purchased as

 

 

that May Yet Be Used

 

 

 

of Shares

 

 

Price Paid

 

 

Part of Publicly

 

 

to Purchase Shares

 

Period

 

Purchased

 

 

per Share

 

 

Announced Programs

 

 

Under the Program

 

March 1, 2019 - March 31, 2019

 

 

 

 

$

 

 

 

 

 

$

13,566,172

 

April 1, 2019 - April 30, 2019

 

 

 

 

$

 

 

 

 

 

$

13,566,172

 

May 1, 2019 - May 31, 2019

 

 

62,038

 

 

$

19.54

 

 

 

62,038

 

 

$

12,353,929

 

Total

 

 

62,038

 

 

$

19.54

 

 

 

62,038

 

 

$

12,353,929

 

 

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

27


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2017MAY 31, 2019

 

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, June 16, 1988 and November 4, 1998, incorporated herein by reference to Exhibit 3.1(a) to the Registrant’s Form 10-Q filed on October 6, 2017 (File No. 001-05807).

 

 

 

Exhibit 3.1(b)

 

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

 

 

 

Exhibit 3.2

 

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

 

 

 

Exhibit 31.1

 

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

 

 

 

Exhibit 31.2

 

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

 

 

 

Exhibit 32.1

 

Section 1350 Certification of Chief Executive Officer.**

 

 

 

Exhibit 32.2

 

Section 1350 Certification of Chief Financial Officer.**

 

 

 

Exhibit 101

 

The following information from Ennis, Inc.’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2017,May 31, 2019, filed on January 5, 2018,July 3, 2019, formatted in XBRL:  (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.*

 

*

Filed herewith

**

Furnished herewith

28


ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2017MAY 31, 2019

 

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: January 5, 2018July 3, 2019

 

/s/ Keith S. Walters

 

 

Keith S. Walters

 

 

Chairman, Chief Executive Officer and President

 

 

 

Date: January 5, 2018July 3, 2019

 

/s/ Richard L. Travis, Jr.

 

 

Richard L. Travis, Jr.

 

 

Vice President — Finance and CFO, Treasurer and

 

 

Principal Financial and Accounting Officer

 

 

29