FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended MAY 31, 1996 Commission File Number 1-5807 ENNIS BUSINESS FORMS, INC. (Exact name of registrant as specified in its charter) TEXAS 75-0256410 (State or other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 107 N. Sherman Street, Ennis, TX 75119 (Address of principal executive offices) (Zip Code) (214) 872-3100 (Registrant's telephone number, including area code) No Change (Former name, former address and former fiscal year, if changed since last report.) 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 prior that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. Yes X No. Indicate the number of shares outstanding of each of the issuer's classes of common sock, as the latest practicable date. Class Outstanding at May 31, 1996 Common stock, par value $2.50 per share 16,439,223 ENNIS BUSINESS FORMS, INC. INDEX Part I. Financial Information Consolidated Condensed Balance Sheet -- May 31, 1996 and February 29, 1996 2 Consolidated Condensed Statements of Earnings -- Three Months Ended May 31, 1996 and 1995 3 Consolidated Condensed Statements of Cash Flows --Three Months Ended May 31, 1996 and 1995 4 Notes to Consolidated Condensed Financial Statements 5 Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Part II. Other Information 6 PART I. FINANCIAL INFORMATION ENNIS BUSINESS FORMS, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) (Unaudited) May 31, February 29, 1996 1996 Assets Current assets Cash and equivalents $30,058 38,606 Accounts receivable, net 18,900 16,975 Inventories 9,109 8,298 Other current assets 4,059 3,665 Total current assets 62,126 67,544 Property, plant and equipment, net 26,447 21,857 Cost of purchased businesses in excess of amounts allocated to tangible net assets 6,093 3,861 Other assets and deferred charges 2,526 400 Total assets $97,192 93,662 Liabilities and Stockholders' Equity Current liabilities Current installments of long-term debt $ 80 80 Accounts payable 5,763 5,144 Accrued expenses 6,092 6,843 Federal and state income taxes payable 3,030 987 Total current liabilities 14,965 13,054 Long-term debt, less current installments 280 280 Deferred credits, principally Federal income taxes 2,006 2,133 Stockholders' equity Common stock, at par value 53,125 53,125 Additional capital 1,040 1,040 Retained earnings 117,691 115,935 Cumulative foreign currency translation adjustments (103) (97) 171,753 170,003 Less: Treasury stock 91,812 91,808 Total stockholders' equity 79,941 78,195 Total liabilities and stockholders' equity $97,192 93,662 See accompanying notes to consolidated condensed financial statements. ENNIS BUSINESS FORMS, INC. CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (Dollars in Thousands Except Per Share Amounts) (Unaudited) Three Months Ended May 31, 1996 1995 Net sales $36,924 35,109 Costs and expenses: Cost of sales 24,151 22,275 Selling, general and administrative expenses 6,462 6,056 Interest expense 23 24 30,636 28,355 Earnings from operations 6,288 6,754 Investment and other income 483 445 Earnings before income taxes 6,771 7,199 Provision for income taxes 2,549 2,709 Net earnings $4,222 4,490 Weighted average number of common shares outstanding 16,439,283 16,439,820 Per share amounts: Net earnings $ .26 .27 Cash dividends $ .15 .145 See accompanying notes to consolidated condensed financial statements. ENNIS BUSINESS FORMS, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Three Months Ended May 31, 1996 1995 Cash flows from operating activities: Net earnings $4,222 4,490 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,125 921 Changes in assets and liabilities (1,383) (919) Other (146) (7) Net cash provided by operating activities 3,818 4,485 Cash flows from investing activities: Capital expenditures (2,946) (1,569) Purchases of operating assets (6,959) -- Purchases of investments -- (6,064) Maturities of investments -- 5,843 Other 9 -- Net cash used in investing activities (9,896) (1,790) Cash flows from financing activities: Dividends declared (2,466) (2,384) Other (4) (4) Net cash used in financing activities (2,470) (2,388) Net changes in cash and equivalents (8,548) 307 Cash and equivalents at beginning of period 38,606 10,541 Cash and equivalents at end of period $30,058 10,848 See accompanying notes to consolidated condensed financial statements. ENNIS BUSINESS FORMS, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. The information included herein reflects all adjustments which, in the opinion of the Company, are necessary to a fair statement of the financial position as of May 31, 1996 and February 29, 1996, and the results of operations and cash flows for the three months ended May 31, 1996 and 1995. 2. Earnings per common share amounts are based on the weighted average number of shares outstanding during the period. Common stock equivalents (options see Note 3) have not been included in determining earnings per common share amounts because their inclusion, either for purposes of computing primary or fully diluted earnings per share, would not produce sufficient incremental shares (using the treasury stock method) to reduce the per share amounts shown. 3. As of May 31, 1996, the Company has reserved 378,958 shares of common stock under incentive stock options plans. 4. The Company uses the Last-In, First-Out (LIFO) method of pricing the raw material content of its inventories, and the First-In, First-Out (FIFO) method is used to value the remainder. The following table summarizes the components of inventory at the different stages of production (in thousands of dollars): May 31, February 29, 1996 1996 Raw material $5,756 5,073 Work-in-process 356 679 Finished goods 2,997 2,546 $9,109 8,298 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, RESULTS OF OPERATIONS AND OUTLOOK FOR THE FUTURE Liquidity and Capital Resources At May 31, 1996, the Company's financial position continues to be strong. Working capital decreased from $54,490,000 at February 29, 1996 to $47,161,000 at May 31, 1996. The decrease is primarily due to the April 1, 1996 purchase of the operating assets of two businesses including non-compete agreements with principals of the selling companies. The Company's cash flow from operations continues to be adequate to sustain operations, meet debt repayment requirements and fund capital additions. No liquidity problems are anticipated. Results of Operations Net sales for the quarter ended May 31, 1996 increased 5.2% from the same quarter in the prior year due to the two acquisitions on April 1, 1996. Gross margins decreased .5% in the current year period over the same period in the prior year. Gross margins decreased while sales increased because of lower selling prices which prevailed during the fiscal quarter ending in May 1996 compared to the prior year because of competitive conditions in the business forms industry. Selling, general, and administrative expenses increased 6.7% in the current year quarter, from the prior year quarter due to the operating expenses of the two new businesses and costs associated with implementing a new management information system. The overall effective income tax rate remained substantially unchanged from the prior period. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (a) The Company held its Annual Meeting on June 20, 1996. (b) Proxies for the meeting were solicited pursuant to Regulation 14; there was no solicitation in opposition to management's nominees for directors as listed in the Proxy Statement and all such nominees were elected. Directors elected were: Harry M. Cornell, Jr., James B. Gardner, and Charles F. Ray. (c) Briefly described below is the only other matter voted upon at the Annual Meeting and the number of affirmative votes and negatives votes respectively. (1) Selection of KPMG Peat Marwick LLP as independent auditors of the Company for the fiscal year ending February 28, 1997. For 14,837,170 Against 138,977 Abstain 37,314 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 BUSINESS FORMS, INC. Date: July 10, 1996 /s/Harve Cathey Harve Cathey Vice President - Finance Principal Financial Officer Date: July 10, 1996 /s/Victor V. DiTommaso Victor V. DiTommaso Treasurer Principal Accounting Officer