ENNIS, INC. - Quarter Report: 2007 November (Form 10-Q)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended November 30, 2007
OR
o | 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 | (I.R.S. Employer Identification No.) | |
Organization) | ||
2441 Presidential Pkwy., Midlothian, Texas | 76065 | |
(Address of Principal Executive Offices) | (Zip code) |
(972) 775-9801
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act.
Large accelerated Filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
As of December 21, 2007, there were 25,654,280 shares of the Registrants common stock outstanding.
ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
TABLE OF CONTENTS
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36 | ||||||||
36 | ||||||||
38 | ||||||||
38 | ||||||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
38 | |||||||
Item 3. Defaults Upon Senior Securities |
38 | |||||||
38 | ||||||||
Item 5. Other Information |
38 | |||||||
38 | ||||||||
39 | ||||||||
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of CEO | ||||||||
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of CFO | ||||||||
Section 1350 Certification of CEO | ||||||||
Section 1350 Certification of CFO |
2
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Dollars in thousands)
November 30, | February 28, | |||||||
2007 | 2007 | |||||||
(unaudited) | ||||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 2,156 | $ | 3,582 | ||||
Accounts receivable, net of allowance for doubtful receivables
of $3,653 at November 30, 2007 and $2,698 at February 28, 2007 |
70,791 | 47,285 | ||||||
Prepaid expenses |
4,182 | 5,628 | ||||||
Inventories |
101,760 | 85,696 | ||||||
Deferred income taxes |
7,780 | 7,444 | ||||||
Assets held for sale |
441 | 1,881 | ||||||
Total current assets |
187,110 | 151,516 | ||||||
Property, plant and equipment, at cost |
||||||||
Plant, machinery and equipment |
129,123 | 127,521 | ||||||
Land and buildings |
43,727 | 40,680 | ||||||
Other |
22,465 | 22,506 | ||||||
Total property, plant and equipment |
195,315 | 190,707 | ||||||
Less accumulated depreciation |
134,316 | 127,650 | ||||||
Net property, plant and equipment |
60,999 | 63,057 | ||||||
Goodwill |
178,964 | 178,314 | ||||||
Trademarks and tradenames, net |
64,310 | 63,052 | ||||||
Customer lists, net |
23,392 | 20,287 | ||||||
Deferred finance charges, net |
1,046 | 1,382 | ||||||
Other assets |
614 | 620 | ||||||
Total assets |
$ | 516,435 | $ | 478,228 | ||||
See accompanying notes to consolidated financial statements.
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ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except for share amounts)
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except for share amounts)
November 30, | February 28, | |||||||
2007 | 2007 | |||||||
(unaudited) | ||||||||
Liabilities and Shareholders Equity |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 28,654 | $ | 25,597 | ||||
Accrued expenses |
||||||||
Employee compensation and benefits |
16,319 | 15,799 | ||||||
Taxes other than income |
813 | 611 | ||||||
Federal and state income taxes payable |
970 | 973 | ||||||
Other |
7,213 | 5,615 | ||||||
Current installments of long-term debt |
305 | 652 | ||||||
Total current liabilities |
54,274 | 49,247 | ||||||
Long-term debt, less current installments |
97,265 | 88,971 | ||||||
Liability for pension benefits |
3,914 | 2,702 | ||||||
Deferred income taxes |
20,067 | 19,603 | ||||||
Other liabilities |
868 | 1,302 | ||||||
Total liabilities |
176,388 | 161,825 | ||||||
Commitments and contingencies |
||||||||
Shareholders equity |
||||||||
Series A junior participating preferred stock of $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, 2007 |
75,134 | 75,134 | ||||||
Additional paid in capital |
122,463 | 122,305 | ||||||
Retained earnings |
228,523 | 207,190 | ||||||
Accumulated other comprehensive income (loss): |
||||||||
Foreign currency translation |
814 | 25 | ||||||
Minimum pension liability |
(7,396 | ) | (7,396 | ) | ||||
(6,582 | ) | (7,371 | ) | |||||
419,538 | 397,258 | |||||||
Treasury stock |
||||||||
Cost of 4,400,413 shares at November 30, 2007 and
4,475,962 shares at February 28, 2007 |
(79,491 | ) | (80,855 | ) | ||||
Total shareholders equity |
340,047 | 316,403 | ||||||
Total liabilities and shareholders equity |
$ | 516,435 | $ | 478,228 | ||||
See accompanying notes to consolidated financial statements.
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ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands except share and per share amounts)
(Unaudited)
(Unaudited)
Three months ended | Nine months ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net sales |
$ | 158,215 | $ | 151,743 | $ | 461,075 | $ | 448,574 | ||||||||
Cost of goods sold |
118,971 | 113,770 | 344,644 | 334,545 | ||||||||||||
Gross profit |
39,244 | 37,973 | 116,431 | 114,029 | ||||||||||||
Selling, general and administrative |
19,323 | 18,450 | 57,054 | 54,850 | ||||||||||||
Income from operations |
19,921 | 19,523 | 59,377 | 59,179 | ||||||||||||
Other income (expense) |
||||||||||||||||
Interest expense |
(1,398 | ) | (1,853 | ) | (4,283 | ) | (5,363 | ) | ||||||||
Other income (expense), net |
(163 | ) | (493 | ) | (1,917 | ) | (174 | ) | ||||||||
(1,561 | ) | (2,346 | ) | (6,200 | ) | (5,537 | ) | |||||||||
Earnings before income taxes |
18,360 | 17,177 | 53,177 | 53,642 | ||||||||||||
Provision for income taxes |
6,792 | 6,355 | 19,675 | 19,847 | ||||||||||||
Net earnings |
$ | 11,568 | $ | 10,822 | $ | 33,502 | $ | 33,795 | ||||||||
Weighted average common shares
outstanding |
||||||||||||||||
Basic |
25,653,030 | 25,555,460 | 25,613,143 | 25,517,901 | ||||||||||||
Diluted |
25,887,798 | 25,799,890 | 25,867,564 | 25,744,187 | ||||||||||||
Per share amounts |
||||||||||||||||
Net earnings basic |
$ | 0.45 | $ | 0.42 | $ | 1.31 | $ | 1.32 | ||||||||
Net earnings diluted |
$ | 0.45 | $ | 0.42 | $ | 1.30 | $ | 1.31 | ||||||||
Cash dividends per share |
$ | 0.155 | $ | 0.155 | $ | 0.465 | $ | 0.465 | ||||||||
See accompanying notes to consolidated financial statements.
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ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
(Unaudited)
Nine months ended | ||||||||
November 30, | ||||||||
2007 | 2006 | |||||||
Cash flows from operating activities: |
||||||||
Net earnings |
$ | 33,502 | $ | 33,795 | ||||
Adjustments to reconcile net earnings to net cash provided
by operating activities: |
||||||||
Depreciation |
9,402 | 11,207 | ||||||
Amortization of deferred finance charges |
336 | 339 | ||||||
Amortization of trademarks and customer lists |
1,488 | 1,502 | ||||||
Gain on the sale of equipment |
(332 | ) | (257 | ) | ||||
Bad debt expense |
1,431 | 884 | ||||||
Stock based compensation |
527 | 213 | ||||||
Excess tax benefit of stock option exercises |
(337 | ) | (55 | ) | ||||
Changes in operating assets and liabilities, net of the
effects of acquisition: |
||||||||
Accounts receivable |
(20,842 | ) | (5,351 | ) | ||||
Prepaid expenses |
1,542 | (1,474 | ) | |||||
Inventories |
(13,442 | ) | 1,490 | |||||
Other current assets |
| 53 | ||||||
Other assets |
(5 | ) | (1,864 | ) | ||||
Accounts payable and accrued expenses |
4,729 | (3,261 | ) | |||||
Other liabilities |
(1,596 | ) | (1,473 | ) | ||||
Liability for pension benefits |
1,212 | 1,380 | ||||||
Net cash provided by operating activities |
17,615 | 37,128 | ||||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(2,471 | ) | (3,245 | ) | ||||
Purchase of business, net of cash acquired |
(14,543 | ) | (17,617 | ) | ||||
Proceeds from disposal of plant and property |
771 | 2,802 | ||||||
Net cash used in investing activities |
(16,243 | ) | (18,060 | ) | ||||
Cash flows from financing activities: |
||||||||
Borrowings on debt |
18,000 | 15,000 | ||||||
Repayment of debt |
(10,053 | ) | (28,882 | ) | ||||
Dividends |
(11,929 | ) | (11,870 | ) | ||||
Proceeds from exercise of stock options |
658 | 461 | ||||||
Excess tax benefit of stock option exercises |
337 | 55 | ||||||
Net cash used in financing activities |
(2,987 | ) | (25,236 | ) | ||||
Effect of exchange rate changes on cash |
189 | (106 | ) | |||||
Net change in cash and cash equivalents |
(1,426 | ) | (6,274 | ) | ||||
Cash and cash equivalents at beginning of period |
3,582 | 13,860 | ||||||
Cash and cash equivalents at end of period |
$ | 2,156 | $ | 7,586 | ||||
See accompanying notes to consolidated financial statements.
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
1. Basis of Presentation
These unaudited consolidated financial statements of Ennis, Inc. and its subsidiaries (collectively
the Company or Ennis), for the quarter and the nine months ended November 30, 2007, 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
Companys Annual Report on Form 10-K for the year ended February 28, 2007, from which the
accompanying consolidated balance sheet at February 28, 2007 was derived. All significant
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. In preparing the financial statements, the Company is required to
make estimates and assumptions that affect the disclosure and reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. The Company evaluates these estimates and judgments on an
ongoing basis, including those related to bad debts, inventory valuations, property, plant and
equipment, intangible assets, pension plan, accrued liabilities and income taxes. The Company bases
estimates and judgments on historical experience and on various other factors that are believed to
be reasonable under the circumstances. The results of operations for any interim period are not
necessarily indicative of the results of operations for a full year.
Recent Accounting Pronouncements
FIN 48. The Company adopted the provisions of Financial Accounting Standards Board
Interpretation 48 (FIN 48), Accounting for Uncertainty in Income Taxes an interpretation of
FASB Statement No. 109, on March 1, 2007. As a part of the implementation of FIN 48, the Company
made a comprehensive review of its uncertain tax positions and recorded $240,000 of unrecognized
tax benefits in connection with certain state tax positions, as non-current other liabilities on
the consolidated balance sheet, with no net impact to the consolidated statement of earnings. This
amount was accounted for as a reduction to the March 1, 2007 balance of retained earnings, in
accordance with the adoption provisions of FIN 48. These unrecognized tax benefits related to
uncertain tax positions would impact the effective tax rate if recognized. Approximately $81,000
of unrecognized tax benefits relate to items that are affected by expiring statute of limitations
within the next 12 months.
The unrecognized tax benefits mentioned above includes an aggregate $38,000 of interest expense.
Upon adoption of FIN 48, the Company has elected an accounting policy to classify interest expense
on underpayments of income taxes and accrued penalties related to unrecognized tax benefits in the
income tax provision. Prior to the adoption of FIN 48, the Companys policy was to classify
interest expense on underpayments of income taxes as interest expense and to classify penalties as
an operating expense in arriving at earnings before income taxes.
The Company and its subsidiaries are subject to U.S. federal income tax as well as to income tax of
multiple state jurisdictions and foreign tax jurisdictions. The Company has concluded all U.S.
federal income tax matters for years through 2005. All material state and local income tax matters
have been concluded for years through 2002 and foreign tax jurisdictions through 2000.
FAS 157. In September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157, Fair Value Measurements, (FAS 157). The provisions of
FAS 157 define fair value, establish a framework for measuring fair value in generally accepted
accounting principles, and expand disclosures about fair value measurements. The provisions of FAS
157 are effective for fiscal years beginning after November 15, 2007. The Company is currently
assessing the impact of FAS 157 on its consolidated financial position, results of operations, and
cash flows.
FAS 159. In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities Including an amendment of FAS No. 115, (FAS 159). FAS 159 allows measurement at
fair value of eligible financial assets and liabilities that are not otherwise measured at fair
value. If the fair value option for an eligible item is elected, unrealized gains and losses on
that item shall be reported in current earnings at each subsequent reporting date. FAS 159 also
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
1. Significant Accounting Policies and General Matters-continued
establishes presentation and disclosure requirements designed to draw comparison between the
different measurement attributes the company elects for similar types of assets and liabilities.
FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is
permitted. The Company is currently assessing the impact of FAS 159 on its consolidated financial
statements.
FAS 141R. In December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 (revised 2007), Business combinations (FAS 141R), which
replaces FAS 141. FAS 141R establishes principles and requirements for how an acquirer in a
business combination recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any controlling interest; recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase; and determines
what information to disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. FAS 141R is to be applied prospectively to business
combinations for which the acquisition date is on or after an entitys fiscal year that begins
after December 15, 2008 (our Fiscal year ended February 28, 2010). We have not completed our
evaluation of the potential impact, if any, of the adoption of FAS 141R on our consolidated
financial position, results of operations and cash flows.
FAS 160. In December 2007, Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 160 Noncontrolling Interests in Consolidated Financial
Statements an amendment to ARB No. 51 (FAS 160). FAS 160 establishes accounting and reporting
standards that require the ownership interest in subsidiaries held by parties other than the parent
be clearly identified and presented in the consolidated balance sheets within equity, but separate
from the parents equity; the amount of consolidated net income attributable to the parent and the
noncontrolling interest be clearly identified and presented on the face of the consolidated
statement of earnings; and changes in a parents ownership interest while the parent retains its
controlling financial interest in its subsidiary be accounted for consistently. This statement is
effective for fiscal years beginning on or after December 15, 2008, (our Fiscal year ended February
28, 2010). We have not completed our evaluation of the potential impact, if any, of the adoption of
FAS 160 on our consolidated financial position, results of operations and cash flows.
2. Due From Factors
Pursuant to terms of an agreement between the Company and various factors, the Company sold
approximately 39.3% of its trade accounts receivable of Alstyle Apparel (Alstyle) to the factors
on a non-recourse basis during the nine months ended November 30, 2007 (72.5% for the nine months
ended November 30, 2006). The price at which the accounts are sold is the invoice amount reduced by
the factor commission of between 0.25% and 1.50%. Additionally, some trade accounts receivable are
sold to the factors on a recourse basis.
Trade accounts receivable not sold to the factor remain in the custody and control of the Company
and the Company maintains all credit risk on those accounts as well as accounts which are sold to
the factor with recourse. The Company accounts for receivables sold to factors with recourse as
secured borrowings.
The Company may request payment from the factor in advance of the collection date or maturity. Any
such advance payments are assessed interest charges through the collection date or maturity at the
JP Morgan Chase Prime Rate. The Companys obligations with respect to advances from the factor are
limited to the interest charges thereon. Advance payments are limited to a maximum of 90% (ninety
percent) of eligible accounts receivable.
The following table represents amounts due from factors included in accounts receivable for the
periods ended (in thousands):
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
2. Due From Factors-continued
November 30, | February 28, | |||||||
2007 | 2007 | |||||||
Outstanding factored receivables
without recourse |
$ | 7,054 | $ | 18,766 | ||||
Advances from factors |
(5,560 | ) | (15,683 | ) | ||||
Due from factors |
$ | 1,494 | $ | 3,083 | ||||
3. Accounts Receivable and Allowance for Doubtful Receivables
Accounts receivable are reduced by an allowance for an estimate of amounts that are uncollectible.
Approximately 97.5% of the Companys receivables are due from customers in North America. The
Company extends credit to its customers based upon its evaluation of the following factors: (i) the
customers financial condition, (ii) the amount of credit the customer requests and (iii) the
customers actual payment history (which includes disputed invoice resolution). The Company does
not typically require its customers to post a deposit or supply collateral. The Companys allowance
for doubtful receivables reserve is based on an analysis that estimates the amount of its total
customer receivable balance that is not collectible. This analysis includes assessing a default
probability to customers receivable balances, which is influenced by several factors including (i)
current market conditions, (ii) periodic review of customer credit worthiness, and (iii) review of
customer receivable aging and payment trends.
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 managements
expectations.
The following table represents the activity in the Companys allowance for doubtful receivables for
the three months and nine months ended (in thousands):
Three months ended | Nine months ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Balance at beginning of period |
$ | 3,376 | $ | 3,226 | $ | 2,698 | $ | 3,001 | ||||||||
Bad debt expense |
535 | 429 | 1,431 | 884 | ||||||||||||
Recoveries |
21 | | 24 | 99 | ||||||||||||
Accounts written off |
(279 | ) | (521 | ) | (500 | ) | (850 | ) | ||||||||
Balance at end of period |
$ | 3,653 | $ | 3,134 | $ | 3,653 | $ | 3,134 | ||||||||
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 and apparel inventories. The Company regularly reviews inventories on hand, using
specific aging categories, and writes down the carrying value of its inventories for excess and
potentially obsolete inventories based on historical usage and estimated future usage. In assessing
the ultimate realization of its inventories, the Company is required to make judgments as to future
demand requirements. As actual future demand or market conditions may vary from those projected by
the Company, adjustments to inventories may be required.
The following table summarizes the components of inventories at the different stages of production
as of the dates indicated (in thousands):
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
4. Inventories-continued
November 30, | February 28, | |||||||
2007 | 2007 | |||||||
Raw material |
$ | 16,344 | $ | 11,074 | ||||
Work-in-process |
17,320 | 16,694 | ||||||
Finished goods |
68,096 | 57,928 | ||||||
$ | 101,760 | $ | 85,696 | |||||
5. Acquisitions
On October 5, 2007, the Company acquired certain assets of B & D Litho, Inc. (B & D)
headquartered in Phoenix, Arizona, and certain assets and related real estate of Skyline Business
Forms (Skyline), operating in Denver, Colorado through its wholly owned subsidiaries for $12.5
million in cash. The acquisition of B&D Litho, Inc. did not include the acquisition of B&D Litho
California, Inc., which has commercial printing operations located in Ontario, California. No
significant liabilities were assumed in the transactions. The combined sales of the purchased
operations were $25.0 million during the most recent twelve month period. The acquisition is
expected to be accretive to Ennis earnings in the first full year of operations and will add
additional medium and long run multi-part forms, laser cut sheets, jumbo rolls and mailer products
sold through the indirect sales (distributorship) marketplace.
The following is a summary of the purchase price allocation for B & D and Skyline (in thousands):
Accounts receivable |
$ | 2,713 | ||
Inventories |
1,711 | |||
Other assets |
66 | |||
Property, plant & equipment |
3,467 | |||
Customer lists |
4,425 | |||
Goodwill |
521 | |||
Accounts payable and accrued liabilities |
(443 | ) | ||
$ | 12,460 | |||
On September 17, 2007, the Company acquired certain assets of Trade Envelope, Inc. (Trade) for
$3.0 million. Under the terms of the purchase agreement, the Company has agreed to pay the former
owners of Trade under a contingent earn-out arrangement over three years for intangibles, subject
to certain set-offs. Trade is an envelope manufacturer (converter) and printer, offering high
quality, 1-4 color process with lithograph and flexography capabilities with locations in
Tullahoma, Tennessee and Carol Stream, Illinois. The acquisition expands and strengthens the
envelope line for Ennis.
The following is a summary of the purchase price allocation for Trade (in thousands):
Accounts receivable |
$ | 974 | ||
Inventories |
346 | |||
Property, plant & equipment |
363 | |||
Tradenames |
1,415 | |||
Goodwill |
55 | |||
Accounts payable and accrued liabilities |
(171 | ) | ||
$ | 2,982 | |||
The Company purchased all of the outstanding stock of Block Graphics, Inc. (Block), a privately
held company headquartered in Portland, Oregon for $14.8 million in cash on August 8, 2006. Block
Graphics had sales of approximately $38.6 million for the year ended December 31, 2005. The
acquisition of Block continues the strategy of growth through related manufactured products to
further service the Companys existing customer base. The
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
5. Acquisitions-continued
acquisition added additional short-run print products (snaps, continuous forms, and cut-sheet
forms) as well as the production of envelopes, a new product for the Company.
The following is a summary of the purchase price allocation for Block, net of cash acquired (in
thousands):
Accounts receivable |
$ | 2,492 | ||
Inventories |
1,864 | |||
Property, plant & equipment |
7,398 | |||
Other assets |
152 | |||
Deferred income taxes |
2,166 | |||
Trademarks |
1,260 | |||
Accounts payable and accrued liabilities |
(2,292 | ) | ||
$ | 13,040 | |||
The Company purchased all of the outstanding stock of Specialized Printed Forms, Inc. (SPF), a
privately held company headquartered in Caledonia, New York and the associated land and buildings
for $4.6 million in cash on March 31, 2006. SPF had sales of $9.2 million for the twelve month
period ended July 31, 2005. The acquisition of SPF continues the strategy of growth through related
manufactured products to further service the Companys existing customer base. The acquisition
added additional short-run print products, long-run (jumbo rolls) products and solutions as well as
integrated labels and form/label combinations sold through the indirect sales (distributorship)
marketplace.
The following is a summary of the purchase price allocation for SPF (in thousands):
Accounts receivable |
$ | 826 | ||
Inventories |
579 | |||
Property, plant & equipment |
3,689 | |||
Other assets |
5 | |||
Deferred income taxes |
1,780 | |||
Noncompete |
25 | |||
Accounts payable and accrued liabilities |
(2,316 | ) | ||
$ | 4,588 | |||
The results of operations for B&D, Trade, Block, and SPF are included in the Companys consolidated
financial statements from the dates of acquisition. The following table represents certain
operating information on a pro forma basis as though both companies had been acquired as of March
1, 2006, 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 | Nine months ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Pro forma net sales |
$ | 161,136 | $ | 160,696 | $ | 482,214 | $ | 493,105 | ||||||||
Pro forma net earnings |
11,661 | 11,164 | 34,155 | 34,567 | ||||||||||||
Pro forma earnings per share diluted |
0.45 | 0.43 | 1.32 | 1.34 |
The pro forma results are not necessarily indicative of what would have occurred if the
acquisitions had been in effect for the periods presented.
11
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
6. Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of net assets of acquired
businesses and is not amortized. Goodwill and indefinite-lived intangibles are evaluated for
impairment on an annual basis, or more frequently if impairment indicators arise, using a
fair-value-based test that compares the fair value of the asset to its carrying value. Fair values
of reporting units are typically calculated using a factor of expected earnings before interest,
taxes, depreciation, and amortization. Based on this evaluation, no impairment was recorded. The
Company must make assumptions regarding estimated future cash flows and other factors to determine
the fair value of the respective assets in assessing the recoverability of its goodwill and other
intangibles. If these estimates or the related assumptions change, the Company may be required to
record impairment charges for these assets in the future.
The cost of intangible assets is based on fair values at the date of acquisition. Intangible assets
with determinable lives are amortized on a straight-line basis over their estimated useful life
(between 1 and 10 years). Trademarks with indefinite lives, with a net book value of $62.3 million
at November 30, 2007, are evaluated for impairment on an annual basis. The Company assesses the
recoverability of its definite-lived intangible assets primarily based on its current and
anticipated future undiscounted cash flows
The carrying amount and accumulated amortization of the Companys intangible assets at each balance
sheet date are as follows (in thousands):
Gross | ||||||||||||
Carrying | Accumulated | |||||||||||
Amount | Amortization | Net | ||||||||||
As of November 30, 2007 |
||||||||||||
Amortized intangible assets (in thousands) |
||||||||||||
Tradenames |
$ | 2,634 | $ | 584 | $ | 2,050 | ||||||
Customer lists |
28,482 | 5,090 | 23,392 | |||||||||
Noncompete |
482 | 442 | 40 | |||||||||
$ | 31,598 | $ | 6,116 | $ | 25,482 | |||||||
As of February 28, 2007 |
||||||||||||
Amortized intangible assets (in thousands) |
||||||||||||
Tradenames |
$ | 1,234 | $ | 442 | $ | 792 | ||||||
Customer lists |
24,057 | 3,770 | 20,287 | |||||||||
Noncompete |
467 | 417 | 50 | |||||||||
$ | 25,758 | $ | 4,629 | $ | 21,129 | |||||||
November 30, 2007 | February 28, 2007 | |||||||
Unamortized intangible assets (in thousands) |
||||||||
Trademarks |
$ | 62,260 | $ | 62,260 | ||||
Aggregate amortization expense for the nine months ended November 30, 2007 and November 30, 2006
was $1,488,000 and $1,502,000, respectively.
The Companys estimated amortization expense for the current and next five years is as follows:
2008 |
$ | 2,121,000 | ||
2009 |
2,418,000 | |||
2010 |
2,403,000 | |||
2011 |
2,399,000 | |||
2012 |
2,396,000 | |||
2013 |
2,353,000 |
12
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
6. Goodwill and Other Intangible Assets-continued
During the nine months ended November 30, 2007, $55,000 and $521,000 were added to goodwill related
to acquisitions of B &D and Trade, respectively. Adjustments of $74,000 and $34,000 during the
nine months ended
November 30, 2007 and fiscal year ended February 28, 2007, respectively, were added to goodwill due
to revised estimates in accrued expenses from the previous acquisition of Tennessee Business Forms.
Changes in the net carrying amount of goodwill are as follows (in thousands):
Apparel | ||||||||||||
Segment | Segment | |||||||||||
Total | Total | Total | ||||||||||
Balance as of March 1, 2006 |
$ | 40,580 | $ | 137,700 | $ | 178,280 | ||||||
Goodwill |
34 | | 34 | |||||||||
Impairment losses |
| | | |||||||||
Balance as of March 1, 2007 |
40,614 | 137,700 | 178,314 | |||||||||
Goodwill |
650 | | 650 | |||||||||
Impairment losses |
| | | |||||||||
Balance as of November 30, 2007 |
$ | 41,264 | $ | 137,700 | $ | 178,964 | ||||||
7. Other Accrued Expenses
The following table summarizes the components of other accrued expenses as of the dates indicated
(in thousands):
November 30, 2007 | February 28, 2007 | |||||||
Accrued interest |
$ | 749 | $ | 975 | ||||
Accrued taxes |
384 | 424 | ||||||
Accrued legal and professional fees |
397 | 267 | ||||||
Accrued utilities |
1,237 | 786 | ||||||
Accrued repairs and maintenance |
239 | 137 | ||||||
Accrued contract labor |
911 | 355 | ||||||
Factored receivables with recourse |
594 | 772 | ||||||
Other accrued expenses |
2,702 | 1,899 | ||||||
$ | 7,213 | $ | 5,615 | |||||
8. Long-Term Debt
Long-term debt consisted of the following as of the dates indicated (in thousands):
November 30, 2007 | February 28, 2007 | |||||||
Revolving credit facility |
$ | 97,000 | $ | 88,500 | ||||
Capital lease obligations |
528 | 784 | ||||||
Note payable to finance companies |
29 | 314 | ||||||
Other |
13 | 25 | ||||||
97,570 | 89,623 | |||||||
Less current installments |
305 | 652 | ||||||
Long-term debt |
$ | 97,265 | $ | 88,971 | ||||
On March 31, 2006, the Company entered into an amended and restated credit agreement with a group
of lenders led by LaSalle Bank N.A. (the Facility). The Facility provides the Company access to
$150 million in revolving credit
13
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
8. Long-Term Debt-continued
and matures on March 31, 2010. The facility bears interest at the London Interbank Offered Rate
(LIBOR) plus a spread ranging from .50% to 1.50% (LIBOR + .50% or 5.65% at 11/30/07), depending
on the Companys total funded debt to EBITDA ratio, as defined. The Facility contains financial
covenants, restrictions on capital expenditures, acquisitions, asset dispositions, and additional
debt, as well as other customary covenants, such as total funded debt to EBITDA ratio, as defined.
The Company is in compliance with these covenants as of November 30, 2007. The Facility is secured
by substantially all of the Companys assets.
Assets under capital leases have a total gross book value of $1,154,000 and $1,092,000 and related
accumulated amortization of $337,000 and $240,000 as of November 30, 2007 and February 28, 2007,
respectively, and are included in property, plant and equipment. Amortization of assets under
capital leases is included in depreciation expense. Capital lease obligations have interest due
monthly at 4.82% to 4.96% and principal paid in equal monthly installments. The notes mature at
dates ranging from July 2008 through January 2010.
Note payable to finance company has interest due monthly at 8.41% and principal paid in equal
monthly installments. The note matures December 2007 and is collateralized by certain equipment.
9. Shareholders Equity
Comprehensive income is defined as all changes in equity during a period, except for those
resulting from investments by owners and distributions to owners. The components of comprehensive
income were as follows (in thousands):
Three months ended | Nine months ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net earnings |
$ | 11,568 | $ | 10,822 | $ | 33,502 | $ | 33,795 | ||||||||
Foreign currency translation adjustment,
net of deferred taxes |
312 | (216 | ) | 789 | (247 | ) | ||||||||||
Comprehensive income |
$ | 11,880 | $ | 10,606 | $ | 34,291 | $ | 33,548 | ||||||||
14
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
9. Shareholders Equity-continued
Changes in our shareholders equity accounts for the nine months ended November 30, 2007 are as
follows (in thousands except share amounts):
Accumulated | ||||||||||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||||||||||
Common Stock | Paid-in | Retained | Comprehensive | Treasury Stock | ||||||||||||||||||||||||||||
Shares | Amount | Capital | Earnings | Income (Loss) | Shares | Amount | Total | |||||||||||||||||||||||||
Balance February 28, 2007 |
30,053,443 | 75,134 | 122,305 | 207,190 | (7,371 | ) | (4,475,962 | ) | (80,855 | ) | 316,403 | |||||||||||||||||||||
Net earnings |
| | | 33,502 | | | | 33,502 | ||||||||||||||||||||||||
Foreign currency
translation, net
of deferred taxes |
| | | | 789 | | | 789 | ||||||||||||||||||||||||
Comprehensive
income |
34,291 | |||||||||||||||||||||||||||||||
Cumulative impact
of a change
in accounting
for income tax
uncertainties
pursuant to
FIN 48 |
| | | (240 | ) | | | | (240 | ) | ||||||||||||||||||||||
Dividend declared
($.465 per share) |
| | | (11,929 | ) | | | | (11,929 | ) | ||||||||||||||||||||||
Excess tax benefit of
stock option
exercises and
restricted
stock grants |
| | 337 | | | | | 337 | ||||||||||||||||||||||||
Stock based
compensation, net
of deferred taxes |
| | 527 | | | | | 527 | ||||||||||||||||||||||||
Exercise of stock
options and
restricted
stock grants |
| | (706 | ) | | | 75,549 | 1,364 | 658 | |||||||||||||||||||||||
Balance November 30,
2007 |
30,053,443 | $ | 75,134 | $ | 122,463 | $ | 228,523 | $ | (6,582 | ) | (4,400,413 | ) | $ | (79,491 | ) | $ | 340,047 | |||||||||||||||
10. Stock Option Plans and Stock Based Compensation
The Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment (SFAS 123R) effective July 1, 2005. SFAS 123R requires the recognition of
the fair value of stock-based compensation in earnings.
The Company has stock options granted to key executives and managerial employees and non-employee
directors. At November 30, 2007, the Company has two stock option plans: the 1998 Option and
Restricted Stock Plan
amended and restated as of June 17, 2004 and the 1991 Incentive Stock Option Plan. The Company has
802,955 shares of unissued common stock reserved under the stock option plans for issuance to
officers and directors, and
15
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
10. Stock Option Plans and Stock Based Compensation-continued
supervisory employees of the Company and its subsidiaries. The exercise price of each option
granted equals the quoted market price of the Companys common stock on the date of grant, and an
options maximum term is ten
years. Options may be granted at different times during the year and vest ratably over various
periods, from upon grant to five years. The Company uses treasury stock to satisfy option exercises
and restricted stock awards.
For the three months ended November 30, 2007 and 2006, the Company included in selling, general and
administrative expenses, compensation expense related to share base compensation of $206,000
($130,000 net of tax), and $88,000 ($55,000 net of tax), respectively. For the nine months ended
November 30, 2007 and 2006, the Company had compensation expense related to share based
compensation of $527,000 ($332,000 net of tax), and $213,000 ($134,000 net of tax), respectively.
The Company had the following stock option activity for the nine months ended November 30, 2007:
Weighted | ||||||||||||||||
Number | Weighted | Average | Aggregate | |||||||||||||
of | Average | Remaining | Intrinsic | |||||||||||||
Shares | Exercise | Contractual | Value (a) | |||||||||||||
(exact quantity) | Price | Life (in years) | (in thousands) | |||||||||||||
Outstanding at February 28, 2007 |
553,513 | $ | 11.08 | |||||||||||||
Granted |
| | ||||||||||||||
Terminated |
(20,500 | ) | 15.15 | |||||||||||||
Exercised |
(62,250 | ) | 10.58 | |||||||||||||
Outstanding at November 30, 2007 |
470,763 | $ | 10.97 | 3.2 | $ | 3,530 | ||||||||||
Exercisable at November 30, 2007 |
425,163 | $ | 10.47 | 2.8 | $ | 3,406 | ||||||||||
The Company did not grant any stock options during the nine months ended November 30, 2007 and
2006. A summary of the stock options exercised is presented below (in thousands):
Three months ended | Nine months ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Total cash received |
$ | | $ | 21 | $ | 658 | $ | 461 | ||||||||
Income tax benefits |
| 1 | 337 | 55 | ||||||||||||
Total grant-date fair value |
| 3 | 81 | 81 | ||||||||||||
Intrinsic value |
| 23 | 605 | 1,050 |
A summary of the status of the Companys unvested stock options at February 28, 2007, and changes
during the nine months ended November 30, 2007 is presented below:
Weighted | ||||||||
Average | ||||||||
Number | Grant Date | |||||||
of Options | Fair Value | |||||||
Unvested at February 28, 2007 |
99,025 | $ | 2.52 | |||||
New grants |
| | ||||||
Vested |
(33,425 | ) | 2.35 | |||||
Forfeited |
(20,000 | ) | 2.53 | |||||
Unvested at November 30, 2007 |
45,600 | 2.64 | ||||||
As of November 30, 2007, there was $94,000 of unrecognized compensation cost related to nonvested
stock options granted under the Plan. The weighted average remaining requisite service period of
the unvested stock options was
16
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
10. Stock Option Plans and Stock Based Compensation-continued
1.7 years. The total fair value of shares underlying the options vested during the nine months
ended November 30, 2007 was $614,000.
The Company had the following restricted stock awards activity for the nine months ended November
30, 2007:
Weighted | ||||||||
Average | ||||||||
Number of | Grant Date | |||||||
Shares | Fair Value | |||||||
Outstanding at February 28, 2007 |
39,919 | $ | 19.67 | |||||
Granted |
56,600 | 26.79 | ||||||
Terminated |
(1,334 | ) | 19.64 | |||||
Exercised |
(13,299 | ) | 19.67 | |||||
Outstanding at November 30, 2007 |
81,886 | $ | 24.59 | |||||
Exercisable at November 30, 2007 |
| $ | | |||||
As of November 30, 2007, the total remaining unrecognized compensation cost related to unvested
restricted stock was approximately $1.5 million. The weighted average remaining requisite service
period of the unvested restricted stock awards was 2.1 years.
11. Employee Benefit Plans
The Company and certain subsidiaries have a noncontributory defined benefit retirement plan
covering approximately 14% of their employees. Benefits are based on years of service and the
employees average compensation for the highest five compensation years preceding retirement or
termination. The Companys funding policy is to contribute annually an amount in accordance with
the requirements of the Employee Retirement Income Security Act of 1974 (ERISA).
Pension expense is composed of the following components included in cost of goods sold and selling,
general and administrative expenses in our consolidated statements of earnings (in thousands):
Three months ended | Nine months ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
Components of net periodic benefit cost | 2007 | 2006 | 2007 | 2006 | ||||||||||||
Service cost |
$ | 358 | $ | 362 | $ | 1,073 | $ | 1,080 | ||||||||
Interest cost |
626 | 609 | 1,879 | 1,829 | ||||||||||||
Expected return on plan assets |
(769 | ) | (712 | ) | (2,309 | ) | (2,136 | ) | ||||||||
Amortization of: |
||||||||||||||||
Prior service cost |
(37 | ) | (37 | ) | (109 | ) | (109 | ) | ||||||||
Unrecognized net loss |
226 | 238 | 678 | 716 | ||||||||||||
Net periodic benefit cost |
$ | 404 | $ | 460 | $ | 1,212 | $ | 1,380 | ||||||||
The Company is required to make contributions to its defined benefit pension plan. These
contributions are required under the minimum funding requirements of the Employee Retirement Income
Security Act (ERISA). For the current fiscal year ending February 28, 2008, there is not a minimum
contribution requirement and no pension payments have been made so far this fiscal year; however,
the Company expects to contribute from $2.0 million to $3.0 million in the fourth quarter of fiscal
year 2008. The Company contributed $3 million to its pension plan during fiscal year 2007.
17
Table of Contents
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
12. Earnings per share
Basic earnings per share have been computed by dividing net earnings by the weighted average number
of common shares outstanding during the applicable period. Diluted earnings per share reflect the
potential dilution that could occur if stock options or other contracts to issue common shares were
exercised or converted into common stock. The following table sets forth the computation for basic
and diluted earnings per share for the periods indicated:
Three months ended | Nine months ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Basic weighted average common shares outstanding |
25,653,030 | 25,555,460 | 25,613,143 | 25,517,901 | ||||||||||||
Effect of dilutive options |
234,768 | 244,430 | 254,421 | 226,286 | ||||||||||||
Diluted weighted average common shares outstanding |
25,887,798 | 25,799,890 | 25,867,564 | 25,744,187 | ||||||||||||
Per share amounts: |
||||||||||||||||
Net earnings basic |
$ | 0.45 | $ | 0.42 | $ | 1.31 | $ | 1.32 | ||||||||
Net earnings diluted |
$ | 0.45 | $ | 0.42 | $ | 1.30 | $ | 1.31 | ||||||||
Cash dividends |
$ | 0.155 | $ | 0.155 | $ | 0.465 | $ | 0.465 | ||||||||
13. Segment Information and Geographic Information
The Company operates in two segments the Print Segment and the Apparel Segment.
The Print Segment, which represented 56.1% and 55.8% of the Companys consolidated net sales for
the three and nine months ended November 30, 2007, is in the business of manufacturing, designing,
and selling business forms and other printed business products primarily to distributors located in
the United States.
The Print Segment operates 42 manufacturing locations throughout the United States in 16
strategically located domestic states. Approximately 95% of the business products manufactured by
the Print Segment are custom and semi-custom, 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 Labels, Enfusion, Witt Printing, B&D Litho of ArizonaTM,
GenformsTM and Calibrated Forms. The Print Segment also sells the Adams-McClure brand
(which provides Point of Purchase advertising for large franchise and fast food chains as well as
kitting and fulfillment); the Admore brand (which provides presentation folders and document
folders); Ennis Tag & Label (which provides tags and labels, promotional products and advertising
concept products); Trade EnvelopesTM and Block GraphicsTM (which provide
custom and imprinted envelopes) and Northstar® and GFS (which provide financial and security
documents).
The Print Segment sells predominantly through private printers and independent distributors.
Northstar and Adams- McClure also sell to a small number of direct customers. Northstar has
continued its focus with large banking organizations on a direct basis (where a distributor is not
acceptable or available to the end-user) and has acquired several of the top 25 banks in the United
States as customers and is actively working on other large banks within the top 25 tier of banks in
the United States. Adams-McClure sales are generally provided through advertising agencies.
The second segment, the Apparel Segment, which accounted for 43.9% and 44.2% of the Companys
consolidated net sales for the three and nine months ended November 30, 2007, consists of Alstyle
Apparel, which was acquired in November 2004. This group is primarily engaged in the production and
sale of activewear including t-shirts, fleece goods, and other wearables. Alstyle sales are
seasonal, with sales in the first and second quarters generally being the highest. Substantially
all of the Apparel Segment sales are to customers in the United States.
18
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
13. Segment Information and Geographic Information-continued
Corporate information is included to reconcile segment data to the consolidated financial
statements and includes assets and expenses related to the Companys corporate headquarters and
other administrative costs.
Segment data for the three and nine months ended November 30, 2007 and 2006 were as follows (in
thousands):
Apparel | Consolidated | |||||||||||||||
Segment | Segment | Corporate | Totals | |||||||||||||
Three months ended November 30, 2007: |
||||||||||||||||
Net sales |
$ | 88,734 | $ | 69,481 | $ | | $ | 158,215 | ||||||||
Depreciation |
1,975 | 772 | 225 | 2,972 | ||||||||||||
Amortization of identifiable intangibles |
193 | 366 | | 559 | ||||||||||||
Segment earnings (loss) before
income tax |
14,172 | 8,072 | (3,884 | ) | 18,360 | |||||||||||
Segment assets |
164,080 | 345,649 | 6,706 | 516,435 | ||||||||||||
Capital expenditures |
533 | 156 | 5 | 694 | ||||||||||||
Three months ended November 30, 2006: |
||||||||||||||||
Net sales |
$ | 85,665 | $ | 66,078 | $ | | $ | 151,743 | ||||||||
Depreciation |
2,122 | 1,363 | 162 | 3,647 | ||||||||||||
Amortization of identifiable intangibles |
98 | 404 | | 502 | ||||||||||||
Segment earnings (loss) before
income tax |
12,681 | 8,271 | (3,775 | ) | 17,177 | |||||||||||
Segment assets |
167,546 | 323,517 | 10,465 | 501,528 | ||||||||||||
Capital expenditures |
858 | 377 | 199 | 1,434 | ||||||||||||
Nine months ended November 30, 2007: |
||||||||||||||||
Net sales |
$ | 257,432 | $ | 203,643 | $ | | $ | 461,075 | ||||||||
Depreciation |
6,069 | 2,660 | 673 | 9,402 | ||||||||||||
Amortization of identifiable intangibles |
388 | 1,100 | | 1,488 | ||||||||||||
Segment earnings (loss) before
income tax |
41,168 | 24,046 | (12,037 | ) | 53,177 | |||||||||||
Segment assets |
164,080 | 345,649 | 6,706 | 516,435 | ||||||||||||
Capital expenditures |
1,456 | 982 | 33 | 2,471 | ||||||||||||
Nine months ended November 30, 2006: |
||||||||||||||||
Net sales |
$ | 245,016 | $ | 203,558 | $ | | $ | 448,574 | ||||||||
Depreciation |
6,187 | 4,557 | 463 | 11,207 | ||||||||||||
Amortization of identifiable intangibles |
290 | 1,212 | | 1,502 | ||||||||||||
Segment earnings (loss) before
income tax |
35,336 | 28,601 | (10,295 | ) | 53,642 | |||||||||||
Segment assets |
167,546 | 323,517 | 10,465 | 501,528 | ||||||||||||
Capital expenditures |
1,869 | 1,029 | 347 | 3,245 |
Identifiable long-lived assets by country include property, plant, and equipment, net of
accumulated depreciation. All other identifiable long-lived assets are located in the United
States. The Company attributes revenues from external customers to individual geographic areas
based on the country where the sale originated. Information about the Companys operations in
different geographic areas as of and for the three months and nine months ended is as follows (in
thousands):
19
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
13. Segment Information and Geographic Information-continued
United States | Canada | Mexico | Total | |||||||||||||
Three months ended November 30, 2007: |
||||||||||||||||
Net sales to unaffiliated customers |
||||||||||||||||
Print Segment |
$ | 88,734 | $ | | $ | | $ | 88,734 | ||||||||
Apparel Segment |
65,269 | 4,212 | | 69,481 | ||||||||||||
$ | 154,003 | $ | 4,212 | $ | | $ | 158,215 | |||||||||
Identifiable long-lived assets |
||||||||||||||||
Print Segment |
$ | 44,510 | $ | | $ | | $ | 44,510 | ||||||||
Apparel Segment |
7,916 | 85 | 2,187 | 10,188 | ||||||||||||
Corporate |
6,301 | | | 6,301 | ||||||||||||
$ | 58,727 | $ | 85 | $ | 2,187 | $ | 60,999 | |||||||||
Three months ended November 30, 2006: |
||||||||||||||||
Net sales to unaffiliated customers |
||||||||||||||||
Print Segment |
$ | 85,665 | $ | | $ | | $ | 85,665 | ||||||||
Apparel Segment |
62,204 | 3,874 | | 66,078 | ||||||||||||
$ | 147,869 | $ | 3,874 | $ | | $ | 151,743 | |||||||||
Identifiable long-lived assets |
||||||||||||||||
Print Segment |
$ | 45,635 | $ | | $ | | $ | 45,635 | ||||||||
Apparel Segment |
9,990 | 105 | 2,926 | 13,021 | ||||||||||||
Corporate |
6,154 | | | 6,154 | ||||||||||||
$ | 61,779 | $ | 105 | $ | 2,926 | $ | 64,810 | |||||||||
United States | Canada | Mexico | Total | |||||||||||||
Nine months ended November 30, 2007: |
||||||||||||||||
Net sales to unaffiliated customers |
||||||||||||||||
Print Segment |
$ | 257,432 | $ | | $ | | $ | 257,432 | ||||||||
Apparel Segment |
190,063 | 13,580 | | 203,643 | ||||||||||||
$ | 447,495 | $ | 13,580 | $ | | $ | 461,075 | |||||||||
Identifiable long-lived assets |
||||||||||||||||
Print Segment |
$ | 44,510 | $ | | $ | | $ | 44,510 | ||||||||
Apparel Segment |
7,916 | 85 | 2,187 | 10,188 | ||||||||||||
Corporate |
6,301 | | | 6,301 | ||||||||||||
$ | 58,727 | $ | 85 | $ | 2,187 | $ | 60,999 | |||||||||
Nine months ended November 30, 2006: |
||||||||||||||||
Net sales to unaffiliated customers |
||||||||||||||||
Print Segment |
$ | 245,016 | $ | | $ | | $ | 245,016 | ||||||||
Apparel Segment |
188,796 | 14,762 | | 203,558 | ||||||||||||
$ | 433,812 | $ | 14,762 | $ | | $ | 448,574 | |||||||||
Identifiable long-lived assets |
||||||||||||||||
Print Segment |
$ | 45,635 | $ | | $ | | $ | 45,635 | ||||||||
Apparel Segment |
9,990 | 105 | 2,926 | 13,021 | ||||||||||||
Corporate |
6,154 | | | 6,154 | ||||||||||||
$ | 61,779 | $ | 105 | $ | 2,926 | $ | 64,810 | |||||||||
20
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
14. Supplemental Cash Flow Information
Net cash flows from operating activities reflect cash payments for interest and income taxes as
follows (in thousands):
Three months ended | Nine months ended | |||||||||||||||
November 30, | November 30, | November 30, | November 30, | |||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Interest paid |
$ | 1,523 | $ | 1,863 | $ | 4,509 | $ | 5,030 | ||||||||
Income taxes paid |
$ | 6,125 | $ | 6,482 | $ | 19,854 | $ | 21,081 |
15. Assets Held for Sale
In September 2006, the Board of Directors authorized management of the Company to sell the
Companys print manufacturing facilities located in Dallas, Texas. As of February 2007, total
assets held for sale were $1.9 million and comprised of land and 2 buildings with a net book value
of $0.6 million and equipment with a net book value of $1.3 million. During the quarter, one of
the buildings was sold for a gain of approximately $325,000, the equipment was returned to service
and the remaining building is under a contract for sale. As of November 2007, total assets held
for sale were $0.4 million, the remaining net book value of land and building.
16. Subsequent Events
On December 20, 2007, the Board of Directors of Ennis, Inc. declared a 15 1/2 cents per
share quarterly dividend to be payable on February 1, 2008 to shareholders of record of January 14,
2008.
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Ennis, Inc. (formerly Ennis Business Forms, Inc.) was organized under the laws of Texas in
1909. Ennis, Inc. and its subsidiaries (collectively known as the Company, Registrant, Ennis,
or we, us, or our) print and manufacture a broad line of business forms and other business
products and also manufacture a line of activewear for distribution throughout North America.
Distribution of business products and forms throughout the United States and Canada is primarily
through independent dealers, and with respect to our activewear products, through sales
representatives. This distributor channel encompasses print distributors, stationers, quick
printers, computer software developers, activewear wholesalers, screen printers and advertising
agencies, among others. The Companys apparel business was acquired on November 19, 2004.
On October 5, 2007, we acquired certain assets of B & D Litho, Inc. (B & D) headquartered in
Phoenix, Arizona, and certain assets and related real estate of Skyline Business Forms, operating
in Denver, Colorado through its wholly owned subsidiaries for $12.5 million. The acquisition of B&D
Litho, Inc. did not include the acquisition of B&D Litho California, Inc., which has commercial
printing operations located in Ontario, California. No significant liabilities were assumed in the
transactions. The combined sales of the purchased operations were $25.0 million during the most
recent twelve month period. The acquisition is expected to be accretive to Ennis earnings in the
first full year of operations and will add additional medium and long run multi-part forms, laser
cut sheets, jumbo rolls and mailer products sold through the indirect sales (distributorship)
marketplace.
On September 17, 2007, we acquired certain assets of Trade Envelope, Inc. (Trade) for $3.0
million. Under the terms of the purchase agreement, we have agreed to pay the former
owners of Trade under a contingent earn-out arrangement over three years for intangibles, subject
to certain set-offs. Trade is an envelope manufacturer (converter) and printer, offering high
quality, 1-4 color process with lithograph and flexography capabilities with locations in
Tullahoma, Tennessee and Carol Stream, Illinois. The acquisition expands and strengthens the
envelope line for Ennis.
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
On August 8, 2006, we purchased the outstanding stock of Block Graphics, Inc., (Block) a
privately held company headquartered in Portland, Oregon for $14.8 million in cash. Block had sales
of approximately $38.6 million for the year ended December 31, 2005. The acquisition of Block
continues the strategy of growth in our print segment through related manufactured products to
further service our existing customer base. The acquisition added additional short-run print
products (snaps, continuous forms and cut-sheet forms) as well as the production of envelopes, a
new product for us. During the fiscal year ended February 28, 2007, we had one other small
acquisition with a total purchase price of $4.6 million in cash.
Business Segment Overview
We operate in two business segments, the Print Segment and the Apparel Segment. For
additional financial information concerning segment reporting, please see note 13 of the notes to
our consolidated financial statements beginning on page 18 included elsewhere herein, which
information is incorporated herein by reference.
Print Segment
The Print Segment, which represented 56.1% and 55.8% of our consolidated net sales for the
three and nine months ended November 30, 2007, is in the business of manufacturing, designing and
selling of business forms and other printed business products primarily to distributors located in
the United States. The Print Segment operates 42 manufacturing locations throughout the United
States in 16 strategically located domestic states. Approximately 95% of the business products
manufactured by the Print Segment are custom and semi-custom products, constructed in a wide
variety of sizes, colors, 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 Labels, Enfusion, Witt Printing, B&D Litho of ArizonaTM,
GenformsTM and Calibrated Forms. The Print Segment also sells the Adams-McClure brand
(which provides Point of Purchase advertising for large franchise and fast food chains as well as
kitting and fulfillment); the Admore brand (which provides presentation folders and document
folders); Ennis Tag & Label (which provides tags and labels, promotional products and advertising
concept products); Trade EnvelopesTM and Block GraphicsTM (which provide
custom and imprinted envelopes) and Northstar® and GFS (which provide financial and security
documents).
The Print Segment sells predominantly through private printers and independent distributors.
Northstar and Adams-McClure also sell to a small number of direct customers. Northstar has
continued its focus with large banking organizations on a direct basis (where a distributor is not
acceptable or available to the end-user) and has acquired several of the top 25 banks in the United
States as customers and is actively working on other large banks within the top 25 tier of banks in
the United States. Adams-McClure sales are generally provided through advertising agencies.
The printing industry generally sells its products in two ways. One market direction is to
sell predominately to end users, and is dominated by a few large manufacturers, such as Moore
Wallace (a subsidiary of R.R. Donnelly), Standard Register, and Cenveo. The other market direction,
which the Company primarily serves, sells forms and other business products through a variety of
independent distributors and distributor groups. While it is not possible, because of the lack of
adequate statistical information, to determine Ennis share of the total business products market,
management believes Ennis is one of the largest producers of business forms in the United States
distributing primarily through independent dealers, and that its business forms offering is more
diversified than that of most companies in the business forms industry.
There are a number of competitors that operate in this segment, ranging in size from single
employee-owner operations to multi-plant organizations, such as Cenveo and their resale brands
known as: PrintXcel, Discount Label and Printegra. 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.
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
Distribution of business forms and other business products throughout the United States is
primarily done through independent dealers, including business forms distributors, stationers,
printers, computer software developers, and advertising agencies.
Raw materials of the Print Segment principally consist of a wide variety of weights, widths,
colors, sizes, and qualities of paper for business products purchased from a number of major
suppliers at prevailing market prices.
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 factor in
quarterly volume fluctuations.
Apparel Segment
The Apparel Segment represented 43.9% and 44.2% of our consolidated net sales for the three
and nine months ended November 30, 2007. This segment operates under the name of Alstyle Apparel
(Alstyle). Alstyle markets high quality knit basic activewear (t-shirts, tank tops and fleece)
across all market segments. Approximately 95% of Alstyles revenues are derived from t-shirt sales,
and 93% of those are domestic sales. Alstyles branded product lines are AAA Alstyle Apparel &
Activewear®, Gaziani®, Diamond Star®, Murina®, A Classic, Tennessee River®, D Drive, and Hyland®
Headware.
Alstyle is headquartered in Anaheim, California, where it knits domestic cotton yarn and some
polyester fibers into tubular material. The material is dyed at that facility and then shipped to
its plants in Ensenada or Hermosillo, Mexico, where it is cut and sewn into finished goods. Alstyle
also ships a small amount of their dyed and cut product to El Salvador for sewing. After sewing and
packaging is completed, product is shipped to one of Alstyles seven distribution centers located
across the United States and in Canada. The products of the Apparel Segment are standardized
shirts manufactured in a variety of sizes and colors. The Apparel Segment operates six
manufacturing facilities, one in California and five in Mexico.
Alstyle utilizes a customer-focused internal sales team comprised of 20 sales representatives
assigned to specific geographic territories in the United States and Canada. Sales representatives
are allocated performance objectives for their respective territories and are provided financial
incentives for achievement of their target objectives. Sales representatives are responsible for
developing business with large accounts and spend approximately half their time in the field.
Alstyle employs a staff of customer service representatives that handle call-in orders from
smaller customers. Sales personnel sell directly to Alstyles customer base, which consists
primarily of screen printers, embellishers, retailers, and mass marketers.
A majority of Alstyles sales are to direct customer branded products, and the remainder
relates to private label and re-label programs. Generally, sales to screen printers and mass
marketers are driven by the availability of competitive products and price considerations, which
drive our requirements for inventory levels of our various products, while sales in the private
label business are characterized by slightly higher customer loyalty.
Alstyles most popular styles are produced based on demand management forecasts to permit
quick shipment and to level production schedules. Alstyle offers same-day shipping and uses third
party carriers to ship products to its customers.
Alstyles sales are seasonal, with sales in the first and second quarters of our fiscal year
generally being the highest. The general apparel industry is characterized by rapid shifts in
fashion, consumer demand and competitive pressures, resulting in both price and demand volatility.
However, the imprinted activewear market that Alstyle sells to is generally event driven. Blank
t-shirts can be thought of as walking billboards promoting movies, concerts, sports teams, and
image brands. Still, the demand for any particular product varies from time to time based largely
upon changes in consumer preferences and general economic conditions affecting the apparel
industry.
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
The apparel industry is comprised of numerous companies who manufacture and sell a wide range
of products. Alstyle is primarily involved in the activewear market and produces t-shirts,
outsources such products as fleece, hats, shorts, pants and other such activewear apparel from
China, Thailand, Pakistan and other foreign sources to sell to its customers through its sales
representatives. Its primary competitors are Delta Apparel (Delta), Russell, Hanes and Gildan
Activewear (Gildan). While it is not possible to calculate precisely, based on public information
available, management believes that Alstyle is one of the top three providers of blank t-shirts in
North America. Alstyle competes with many branded and private label manufacturers of knit apparel
in the United States and Canada, some of which are larger in size and have greater financial
resources than Alstyle. Alstyle competes on the basis of price, quality, service and delivery.
Alstyles strategy is to provide the best value to its customers by delivering a consistent,
high-quality product at a competitive price. Alstyles competitive disadvantage is that its brand
name, Alstyle Apparel, is not as well known as the brand names of its largest competitors, such as
Gildan, Delta, Hanes and Russell.
Distribution of the Apparel Segments products is through Alstyles own staff of sales
representatives and regional distribution centers selling to local distributors who resell to
retailers, or directly to screen printers, embellishers, retailers and mass marketers.
Raw materials of the Apparel Segment principally consist of cotton and polyester yarn
purchased from a number of major suppliers at prevailing market prices, although we purchase
approximately 67% of our cotton and yarn from one supplier. Reference is made to Risk Factors
of this Report.
Risk Factors
You should carefully consider the risks described below, as well as the other information
included or incorporated by reference in the Annual Report on Form 10-K, before making an
investment in our common stock. The risks described below are not the only ones we face in our
business. Additional risks and uncertainties not presently known to us or that we currently believe
to be immaterial may also impair our business operations. If any of the following risks occur, our
business, financial condition or operating results could be materially harmed. In such an event,
our common stock could decline in price and you may lose all or part of your investment.
We may be required to write down goodwill and other intangible assets in the future, which could
cause our financial condition and results of operations to be negatively affected
When we acquire a business, a portion of the purchase price of the acquisition may be
allocated to goodwill and other identifiable intangible assets. The amount of the purchase price
which is allocated to goodwill and other intangible assets is the excess of the purchase price over
the net identifiable tangible assets acquired. At November 30, 2007, our goodwill and other
intangible assets were approximately $179.0 million and $87.7 million, respectively. Under current
accounting standards, if we determine goodwill or intangible assets are impaired, we would be
required to write down the value of these assets. Annually, we have conducted a review of our
goodwill and other identifiable intangible assets to determine whether there has been impairment.
Such a review was completed for our fiscal year ended February 28, 2007, and we concluded that no
impairment charge was necessary. We cannot provide assurance that we will not be required to take
an impairment charge in the future. Any impairment charge would have a negative effect on our
shareholders equity and financial results and may cause a decline in our stock price.
Printed business forms may be superceded over time by paperless business forms or otherwise
affected by technological obsolescence and changing customer preferences, which could reduce our
sales and profits.
Printed business forms and checks may eventually be superceded by paperless business forms,
which could have a material adverse effect on our business over time. The price and performance
capabilities of personal computers and related printers now provide a cost-competitive means to
print low-quality versions of many of our business forms on plain paper. In addition, electronic
transaction systems and off-the-shelf business software applications have been designed to automate
several of the functions performed by our business form and check products. In response to the
gradual obsolescence of our standardized forms business, we continue to develop our capability to
provide custom and full-color products. If new printing capabilities and new product introductions
do
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
not continue to offset the obsolescence of our standardized business forms products, there is
a risk that the number of new customers we attract and existing customers we retain may diminish,
which could reduce our sales and profits. Decreases in sales of our standardized business forms and
products due to obsolescence could also reduce our gross margins. This reduction could in turn
adversely impact our profits, unless we are able to offset the reduction through the introduction
of new high margin products and services or realize cost savings in other areas.
Our distributors face increased competition from various sources, such as office supply
superstores. Increased competition may require us to reduce prices or to offer other incentives in
order to enable our distributors to attract new customers and retain existing customers.
Low price, high value office supply chain stores offer standardized business forms, checks and
related products. Because of their size, these superstores have the buying power to offer many of
these products at competitive prices. These superstores also offer the convenience of one-stop
shopping for a broad array of office supplies that our distributors do not offer. In addition,
superstores have the financial strength to reduce prices or increase promotional discounts to
expand market share. This could result in us reducing our prices or offering incentives in order to
enable our distributors to attract new customers and retain existing customers.
Technological improvements may reduce our competitive advantage over some of our competitors, which
could reduce our profits.
Improvements in the cost and quality of printing technology are enabling some of our
competitors to gain access to products of complex design and functionality at competitive costs.
Increased competition from these competitors could force us to reduce our prices in order to
attract and retain customers, which could reduce our profits.
We could experience labor disputes that could disrupt our business in the future.
As of November 30, 2007, approximately 13% of our domestic employees are represented by labor
unions under collective bargaining agreements, which are subject to periodic renegotiations. Two
unions represent all of our hourly employees in Mexico. There can be no assurance that any future
labor negotiations will prove successful, which may result in a significant increase in the cost of
labor, or may break down and result in the disruption of our business or operations.
We obtain our raw materials from a limited number of suppliers and any disruption in our
relationships with these suppliers, or any substantial increase in the price of raw materials,
material shortages, or an increase in transportation costs, could have a material adverse effect on
us.
Cotton yarn is the primary raw material used in Alstyles manufacturing processes. Cotton
accounts for approximately 40% of the manufactured product cost. Alstyle acquires its yarn from
five major sources that meet stringent quality and on-time delivery requirements. The largest
supplier provides approximately 67% of Alstyles yarn requirements and has an entire yarn mill
dedicated to Alstyles production. If Alstyles relations with its suppliers are disrupted, Alstyle
may not be able to enter into arrangements with substitute suppliers on terms as favorable as its
current terms and our results of operations could be materially adversely affected.
Alstyle generally acquires its cotton yarn under short-term purchase orders with its
suppliers, and has exposure to swings in cotton market prices. Alstyle does not use derivative
instruments, including cotton option contracts, to manage its exposure to movements in cotton
market prices. Alstyle may use such derivative instruments in the future. We believe we are
competitive with other companies in the United States apparel industry in negotiating the price of
cotton. However, any significant increase in the price of cotton or shortages in the availability
of cotton as the result of farmers switching to alternative crops, such as corn, could have a
material adverse effect on our results of operations.
Freight costs also represent a significant cost to our apparel company. We incur freight
costs associated with the delivery of yarn to our manufacturing facility in Anaheim, California.
We also incur freight costs associated with transporting our knit and dyed products to Mexico and
our final sewn products from Mexico to our various distribution centers. Any significant increase
in transportation costs due to increased fuel costs, etc. could have a material impact on our
reported apparel margins.
25
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
We also purchase our paper products from a limited number of sources, which meet stringent
quality and on-time delivery standards under long-term contracts. However, fluctuations in the
quality of our paper, unexpected prices increases, etc. could have a material adverse effect on our
operating results.
Alstyle faces intense competition to gain market share, which may lead some competitors to sell
substantial amounts of goods at prices against which we cannot profitably compete.
Demand for Alstyles products is dependent on the general demand for shirts and the
availability of alternative sources of supply. Alstyles strategy in this market environment is to
be a low cost producer and to differentiate itself by providing quality service to its customers.
Even if this strategy is successful, its results may be offset by reductions in demand or price
declines.
Apparel business is subject to cyclical trends.
The United States apparel industry is sensitive to the business cycle of the national economy.
Moreover, the popularity, supply and demand for particular apparel products can change
significantly from year to year. Alstyle may be unable to compete successfully in any industry
downturn due to excess capacity.
Our apparel foreign operations could be subject to unexpected changes in regulatory requirements,
tariffs and other market barriers and political and economic instability in the countries where it
operates, which could negatively impact our operating results.
Alstyle operates cutting and sewing facilities in Mexico, and sources certain product
manufacturing and purchases in El Salvador, Pakistan, China and Southeast Asia. Alstyles foreign
operations could be subject to unexpected changes in regulatory requirements, tariffs and other
market barriers and political and economic instability in the countries where it operates. The
impact of any such events that may occur in the future could subject Alstyle to additional costs or
loss of sales, which could adversely affect our operating results. In particular, Alstyle operates
its facilities in Mexico pursuant to the maquiladora duty-free program established by the Mexican
and United States governments. This program enables Alstyle to take advantage of generally lower
costs in Mexico, without paying duty on inventory shipped into or out of Mexico. There can be no
assurance that the governments of Mexico and the United States will continue the program currently
in place or that Alstyle will continue to be able to benefit from this program. The loss of these
benefits could have an adverse effect on our business.
Our apparel products are subject to foreign competition, which in the past have been faced with
significant U.S. government import restrictions.
Foreign producers of apparel often have significant labor cost advantages. Given the number of
these foreign producers, the substantial elimination of import protections that protect domestic
apparel producers could materially adversely affect Alstyles business. The extent of import
protection afforded to domestic apparel producers has been, and is likely to remain, subject to
considerable political considerations.
The North American Free Trade Agreement (NAFTA) became effective on January 1, 1994 and has
created a free-trade zone among Canada, Mexico and the United States. NAFTA contains a rule of
origin requirement that products be produced in one of the three countries in order to benefit from
the agreement. NAFTA has phased out all trade restrictions and tariffs among the three countries on
apparel products competitive with those of Alstyle. Alstyle performs substantially all of its
cutting and sewing in five plants located in Mexico in order to take advantage of the NAFTA
benefits. Subsequent repeal or alteration of NAFTA could adversely affect our business.
The Central American Free Trade Agreement (CAFTA) became effective May 28, 2004 and
retroactive to January 1, 2004 for textiles and apparel. It creates a free trade zone similar to
NAFTA by and between the United States and Central American countries (El Salvador, Honduras, Costa
Rica, Nicaragua and Dominican Republic). Textiles and apparel will be duty-free and quota-free
immediately if they meet the agreements rule of origin, promoting new opportunities for U.S. and
Central American fiber, yarn, fabric and apparel manufacturing. The agreement will also give
duty-free benefits to some apparel made in Central America that contains certain fabrics
26
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
from NAFTA partners Mexico and Canada. Alstyle sources approximately 20% of its sewing to a
contract manufacturer in El Salvador, Nicaragua, and Honduras and we do not anticipate that
challenges to CAFTA would have a material effect on our operations.
The World Trade Organization (WTO), a multilateral trade organization, was formed in January
1995 and is the successor to the General Agreement on Tariffs and Trade (GATT). This multilateral
trade organization has set forth mechanisms by which world trade in clothing is being progressively
liberalized by phasing-out quotas and reducing duties over a period of time that began in January
of 1995. As it implements the WTO mechanisms, the United States government is negotiating bilateral
trade agreements with developing countries, which are generally exporters of textile and apparel
products, that are members of the WTO to get them to reduce their tariffs on imports of textiles
and apparel in exchange for reductions by the United States in tariffs on imports of textiles and
apparel.
In January 2005, United States import quotas have been removed on knitted shirts from China.
The elimination of quotas and the reduction of tariffs under the WTO may result in increased
imports of certain apparel products into North America. In May 2005, quotas on three categories of
clothing imports, including knitted shirts, from China were re-imposed. A reduction of import
quotas and tariffs could make Alstyles products less competitive against low cost imports from
developing countries.
Environmental regulations may impact our future operating results.
We are subject to extensive and changing federal, state and foreign laws and regulations
establishing health and environmental quality standards, and may be subject to liability or
penalties for violations of those standards. We are also subject to laws and regulations governing
remediation of contamination at facilities currently or formerly owned or operated by us or to
which we have sent hazardous substances or wastes for treatment, recycling or disposal. We may be
subject to future liabilities or obligations as a result of new or more stringent interpretations
of existing laws and regulations. In addition, we may have liabilities or obligations in the future
if we discover any environmental contamination or liability at any of our facilities, or at
facilities we may acquire.
We depend upon the talents and contributions of a limited number of individuals, many of whom would
be difficult to replace.
The loss or interruption of the services of our Chief Executive Officer, Executive Vice
President, Chief Financial Officer and Vice President Apparel Division, could have a material
adverse effect on our business, financial condition and results of operations. Although we maintain
employment agreements with these individuals, it cannot be assured that the services of such
individuals will continue.
Cautionary Statements
You should read this discussion and analysis in conjunction with our Consolidated Financial
Statements and the related notes appearing elsewhere in this Report. In addition, certain
statements in this report, and in particular, statements found in Managements Discussion and
Analysis of Financial Condition and Results of Operations, constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. We believe these
forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge
of Ennis. 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; the ability to implement our strategic initiatives; the
ability to be profitable on a consistent basis; dependence on sales that are not subject to
long-term contracts; dependence on suppliers; the ability to recover the rising cost of key raw
materials in markets that are highly price competitive; the ability to meet customer demand for
additional value-added products and services; the 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; postage rates; the ability to manage operating expenses;
the ability to manage financing costs and interest rate risk; a decline in business volume and
profitability could result in an impairment of goodwill; the ability to retain key management
personnel; the ability to identify, manage or integrate future acquisitions; the costs associated
with and the outcome of outstanding and future litigation; and changes in government regulations.
27
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
In view of such uncertainties, investors should not place undue reliance on our
forward-looking statements since such statements may prove to be inaccurate and speak only as of
the date when made. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Results of Operations
Consolidated Statements of Earnings Data
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||||||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||||||||||||||||||
Net sales |
$ | 158,215 | 100.0 | % | $ | 151,743 | 100.0 | % | $ | 461,075 | 100.0 | % | $ | 448,574 | 100.0 | % | ||||||||||||||||
Cost of goods sold |
118,971 | 75.2 | 113,770 | 75.0 | 344,644 | 74.7 | 334,545 | 74.6 | ||||||||||||||||||||||||
Gross profit |
39,244 | 24.8 | 37,973 | 25.0 | 116,431 | 25.3 | 114,029 | 25.4 | ||||||||||||||||||||||||
Selling,
general and administrative |
19,323 | 12.2 | 18,450 | 12.1 | 57,054 | 12.4 | 54,850 | 12.2 | ||||||||||||||||||||||||
Income from operations |
19,921 | 12.6 | 19,523 | 12.9 | 59,377 | 12.9 | 59,179 | 13.2 | ||||||||||||||||||||||||
Other income (expense) |
(1,561 | ) | (1.0 | ) | (2,346 | ) | (1.5 | ) | (6,200 | ) | (1.3 | ) | (5,537 | ) | (1.2 | ) | ||||||||||||||||
Earnings before income taxes |
18,360 | 11.6 | 17,177 | 11.4 | 53,177 | 11.6 | 53,642 | 12.0 | ||||||||||||||||||||||||
Provision for income taxes |
6,792 | 4.3 | 6,355 | 4.3 | 19,675 | 4.3 | 19,847 | 4.5 | ||||||||||||||||||||||||
Net earnings |
$ | 11,568 | 7.3 | % | $ | 10,822 | 7.1 | % | $ | 33,502 | 7.3 | % | $ | 33,795 | 7.5 | % | ||||||||||||||||
Critical Accounting Policies and Judgments
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, accrued liabilities and income taxes. We base our estimates and
judgments on historical experience and on various other factors that we believe to be reasonable
under the circumstances. Actual results may differ materially from these estimates under different
assumptions or conditions. We believe the following accounting policies are the most critical due
to their affect on our more significant estimates and judgments used in preparation of our
consolidated financial statements.
We maintain a defined-benefit pension plan for employees. Included in our financial results
are pension costs that are measured using actuarial valuations. The actuarial assumptions used may
differ from actual results.
Amounts allocated to intangibles are determined based on independent valuations for our
acquisitions and are amortized over their expected useful lives. We evaluate these amounts
periodically (at least once a year) to determine whether the value has been impaired by events
occurring during the fiscal year.
We exercise judgment in evaluating our long-lived assets for impairment. We assess the
impairment of long-lived assets that include other intangible assets, goodwill, and property,
plant, and equipment annually or whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. In performing tests of impairment, we must make assumptions
regarding the estimated future cash flows and other factors to determine the fair value of the
respective assets in assessing the recoverability of our goodwill and other intangibles. If these
estimates or the related assumptions change, we may be required to record impairment charges for
these assets in the future. Actual results could differ from assumptions made by management. We
believe our businesses will generate sufficient undiscounted cash flow to more than recover the
investments we have made in property, plant and equipment, as well as the goodwill and other
intangibles recorded as a result of our acquisitions. We cannot predict
28
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
the occurrence of future
impairment triggering events nor the impact such events might have on our reported asset values.
Revenue is generally recognized upon shipment of products. Net sales consist of gross sales
invoiced to customers, less certain related charges, including discounts, returns and other
allowances. Returns, discounts and other allowances have historically been insignificant. In some
cases and upon customer request, Ennis prints and stores custom print product for customer
specified future delivery, generally within twelve months. In this case, risk of loss from
obsolescence passes to the customer, the customer is invoiced under normal credit terms and revenue
is recognized when manufacturing is complete. Approximately $5.4 million and $15.1 million of
revenue were recognized under these agreements during the three and nine months ended November 30,
2007 as compared to $5.2 million and $15.4 million during the three and nine months ended November
30, 2006. Sales in foreign countries were not significant for either the three and nine months
ended November 30, 2007 or November 30, 2006.
We maintain an allowance for doubtful receivables to reflect estimated losses resulting from
the inability of customers to make required payments. On an on-going basis, we evaluate the
collectability of accounts receivable based upon historical collection trends, current economic
factors, and the assessment of the collectability of specific accounts. We evaluate the
collectability of specific accounts using a combination of factors, including the age of the
outstanding balances, evaluation of customers current and past financial condition and credit
scores, recent payment history, current economic environment, discussions with our project
managers, and discussions with the customers directly.
Our inventories are valued at the lower of cost or market. We regularly review inventory
values on hand, using specific aging categories, and write down inventory deemed obsolete and/or
slow-moving based on historical usage and estimated future usage to its estimated market value. As
actual future demand or market conditions may vary from those projected by management, adjustments
to inventory valuations may be required.
As part of the process of preparing our consolidated financial statements, we are required to
estimate our income taxes in each jurisdiction in which we operate. This process involves
estimating our actual current tax exposure together with assessing temporary differences resulting
from different treatment of items for tax and accounting purposes. These differences result in
deferred tax assets and liabilities, which are included in our consolidated balance sheets. We must
then assess the likelihood that our deferred tax assets will be recovered from future taxable
income. To the extent we believe that recovery is not likely, we must establish a valuation
allowance. To the extent we establish a valuation allowance we must include an expense within the
tax provision in the consolidated statements of earnings. In the event that actual results differ
from these estimates, our provision for income taxes could be materially impacted.
In addition to the above, we also have to make assessments as to the adequacy of our accrued
liabilities, more specifically our liabilities recorded in connection with our workers compensation
and health insurance, as these plans are self funded. To help us in this evaluation process, we
routinely get outside third party assessments of our potential liabilities under each plan.
In view of such uncertainties, investors should not place undue reliance on our forward-looking
statements since such statements speak only as of the date when made. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Results of Operations Consolidated
Three Months ended November 30, 2007 compared to Three Months ended November 30, 2006
Net Sales. Net sales for the three months ended November 30, 2007 were $158.2 million compared
to $151.7 million for the three months ended November 30, 2006, an increase of $6.5 million, or
4.3%. The increase in our sales for the quarter related primarily to an increase in our Apparel
Segment sales which increased $3.4 million during the quarter, or 5.1%. Our Print Segment sales for
the quarter increased $3.0 million or 3.5%. See Results of Operation Segments of this Report
for further discussion on our Segment sales.
29
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
Gross profit. Our gross profit for the three months ended November 30, 2007 was $39.2 million,
or 24.8% of sales, compared to $38.0 million, or 25.0% of sales for the three months ended November
30, 2006. Our gross margins increased in our Print Segment from 25.6% to 26.8% for the three months
ended November 30, 2006 and 2007, respectively. Our Apparel Segment margins decreased from 24.2% to
22.2% for the three months ended November 30, 2006 and 2007, respectively. See Results of
Operations Segments of this Report for further discussion on the fluctuations in our Segment
margins.
Selling, general and administrative expenses. For the three months ended November 30, 2007,
our selling, general and administrative expenses were $19.3 million, or 12.2% of sales, compared to
$18.5 million, or 12.1% of sales, for the three months ended November 30, 2006. The dollar increase
in our selling, general and administrative expenses during the period related primarily to our
acquisitions of B&D and Trade which were acquired October 5, 2007, and September 17, 2007,
respectively and accounted for approximately $.8 million of the increase.
Income from operations. Our income from operations was $19.9 million, or 12.6% of sales for
the three months ended November 30, 2007 and $19.5 million, or 12.9% of sales for the three months
ended November 30, 2006.
Other income and expense. For the three months ended November 30, 2007, our interest expense
decreased from $1.9 million for the three months ended November 30, 2006 to $1.4 million, due to
less debt on average being outstanding. Our other income (expense) items decreased from expense of
$493,000 to expense of $163,000 for the three months ended November 30, 2006 and 2007,
respectively. During the current period a gain of approximately $325,000 was recognized on sale of
a building.
Earnings before income taxes. As a result of the above, our earnings before income taxes for
the three months ended November 30, 2007 was $18.4 million, or 11.6% of sales, compared to $17.2
million, or 11.4% of sales for the three months ended November 30, 2006. See Results of Operation
Segments of this Report for further discussion.
Provision for income taxes. Our effective tax rate was 37.0% for both the three months ended
November 30, 2007 and 2006.
Net earnings. Our net earnings for the three months ended November 30, 2007 was $11.6 million,
or 7.3% of sales, compared to $10.8 million, or 7.1% of sales for the three months ended November
30, 2006. Our basic earnings per share for the three months ended November 30, 2007 was $0.45 per
share compared to $0.42 per share for the three months ended November 30, 2006. Our diluted
earnings per share was $0.45 per share for the three months ended November 30, 2007 compared to
$0.42 per share for the three months ended November 30, 2006.
Nine months ended November 30, 2007 compared to Nine months ended November 30, 2006.
Net Sales. Net sales for the nine months ended November 30, 2007 were $461.1 million compared
to $448.6 million for the nine months ended November 30, 2006, an increase of $12.5 million, or
2.8%. The increase in our sales for the period related to an increase in our Print Segment sales of
$12.4 million, or 5.1%, as our Apparel Segment sales were approximately $203.6 million for both
periods. See Results of Operations Segments of this Report for further discussion.
Gross profit. Our gross profit for the nine months ended November 30, 2007 was $116.4 million,
or 25.3% of sales, compared to $114.0 million, or 25.4% of sales for the nine months ended November
30, 2006. Our gross margins increased in our Print Segment from 25.2% to 27.0% for the nine months
ended November 30, 2006 and 2007, respectively. Our Apparel Segment margins decreased from 25.7% to
23.0% for the nine months ended November 30, 2006 and 2007, respectively. See Results of
Operations Segments of this Report for further discussion.
Selling, general and administrative expenses. For the nine months ended November 30, 2007, our
selling, general and administrative expenses were $57.1 million, or 12.4% of sales, compared to
$54.9 million, or 12.2% of
30
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
sales, for the nine months ended November 30, 2006. The dollar increase
in our selling, general and administrative
expenses during the period related primarily to our acquisition of B&D, Trade and Block, which
were acquired October 5, 2007, September 17, 2007 and August 8, 2006, respectively and accounted
for approximately $1.8 of the increase.
Income from operations. Our income from operations was $59.4 million, or 12.9% for the nine
months ended November 30, 2007, compared to $59.2 million, or 13.2% of sales for the nine months
ended November 30, 2006.
Other income and expense. For the nine months ended November 30, 2007, our interest expense
decreased from $5.4 million for the nine months ended November 30, 2006 to $4.3 million for the
nine months ended November 30, 2007 due to less debt on average being outstanding. Our other income
(expense) items increased from expense of $174,000 to expense of $1.9 million for the nine months
ended November 30, 2006 and 2007, respectively. During the current period we had less interest
income and incurred more foreign currency exchange losses and more miscellaneous other expenses
when compared to the same period last year.
Earnings before income taxes. As a result of the above, our earnings before income taxes for
the nine months ended November 30, 2007 was $53.2 million, or 11.6% of sales, compared to $53.6
million, or 12.0% of sales for the nine months ended November 30, 2006. See Results of Operation
Segments of this Report for further discussion.
Provision for income taxes. Our effective tax rate was 37.0% for both the nine months ended
November 30, 2007 and 2006.
Net earnings. Our net earnings for the nine months ended November 30, 2007 was $33.5 millions
or 7.3% of sales compared to $33.8 million, or 7.5% of sales for the nine months ended November 30,
2006. Our basic earnings per share for the nine months ended November 30, 2007 was $1.31 per share
compared to $1.32 per share for the nine months ended November 30, 2006. Our diluted earnings per
share $1.30 for the nine months ended November 30, 2007 compared to $1.31 per share for the nine
months ended November 30, 2006.
Results of Operations Segments
Three months ended | Nine months ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
Net Sales by Segment (in thousands) | 2007 | 2006 | 2007 | 2006 | ||||||||||||
Print |
$ | 88,734 | $ | 85,665 | $ | 257,432 | $ | 245,016 | ||||||||
Apparel |
69,481 | 66,078 | 203,643 | 203,558 | ||||||||||||
Total |
$ | 158,215 | $ | 151,743 | $ | 461,075 | $ | 448,574 | ||||||||
Print Segment. Our net sales for our Print Segment, which represented 56.1% and
55.8% of our consolidated net sales during the three and nine months ended November
30, 2007, were approximately $88.7 million and $257.4 million compared to approximately
$85.7 million and $245.0 million for the three and nine months ended November 30,
2006, an increase of $3.0 million and $12.4 million, or 3.5% and 5.1%, respectively.
The increase in the Print Segments net sales for the three and nine months ended
November 30, 2007 related primarily to our acquisition of B&D, Trade and Block, which
were acquired October 5, 2007, September 17, 2007 and August 8, 2006, respectively.
Net sales for the acquired entities were $15.6 million and $35.4 million for the
three and nine months ended November 30, 2007 as compared to $10.5 million and $14.9
million for the three and nine months ended November 30, 2006 (as the Ennis Portland
facility was consolidated with the Block facility during fiscal year 2008, the results
for the Ennis Portland facility for fiscal year 2007 have been included with the
Block results for comparability purposes). The impact of the increase in sales from
our acquired entities was offset by the planned attrition of low margin print sales
and the decline in our commercial print operations over comparable periods last year
due to the impact of the loss of two large promotional customers. While this has
impacted our sales to date, we feel the impact associated with these accounts matured
during the third quarter as the sales in our commercial print operations were above
same quarter sales levels last year.
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
Apparel Segment. Our net sales for the Apparel Segment, which represented 43.9%
and 44.2% of our consolidated net sales for both the three and nine months ended
November 30, 2007, were approximately $69.5 million and $203.6 million for the current
period, as compared to approximately $66.1 million and $203.6 million for the three
and nine months ended November 30, 2006, or an increase of $3.4 million or 5.1% for
the comparable three month periods. Sales remained flat for the comparable nine month
periods. The Apparel Segments net sales increased for the three months ended November
30, 2007 by adding new customers and increasing sales to existing customers. Management
continues to believe that Apparels year to date sales were negatively impacted during
the first six months by inventory levels at the beginning of the fiscal year, which
hindered the Apparel Segments ability to capture certain opportunity sales during this
period. Traditionally, the Apparel Segment rebuilds its inventory levels in the last
half of the fiscal year for the upcoming summer buying season due to the normal
falloff of demand during the winter season. However, during the second half of last
fiscal year demand was at or above forecasted sales levels. As a result, production
levels were only able to stay abreast of then current sales levels, which resulted in
inventory levels not being as robust in the fourth quarter of fiscal year 2007 as
it was during the same period last fiscal year. Consequently, several initiatives were
implemented during the first and second quarters of this fiscal year to improve the
Apparel Segments inventory levels and to meet their forecasted demand. Significant
progress was made on these initiatives during the second and third quarters of this
fiscal year and the Apparel Segments inventory levels during this quarter were
significantly improved ($65.7 million at February 28, 2007 and $78.9 million at November 30, 2007), which
management believes allowed the apparel sales to return to more expected levels during
the current quarter.
Three months ended | Nine months ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
Gross Profit by Segment (in thousands) | 2007 | 2006 | 2007 | 2006 | ||||||||||||
Print |
$ | 23,797 | $ | 21,973 | $ | 69,590 | $ | 61,785 | ||||||||
Apparel |
15,447 | 16,000 | 46,841 | 52,244 | ||||||||||||
Total |
$ | 39,244 | $ | 37,973 | $ | 116,431 | $ | 114,029 | ||||||||
Print Segment. Our Print gross profit increased approximately $1.8 million and $7.8
million, or 8.3% and 12.6%, from $22.0 million and $61.8 million for the three and
nine months ended November 30, 2006 to $23.8 million and $69.6 million for the three
and nine months ended November 30, 2007, respectively. As a percentage of sales, our
Print margin was 26.8% and 27.0% for the three and nine months ended November 30,
2007, as compared to 25.6% and 25.2% for the three and nine months ended November
30, 2006, respectively. Our Print margin, as a percentage of sales, increased primarily
as a result of improved operational efficiencies and planned attrition of low margin
sales.
Apparel Segment. Our Apparel gross profit decreased approximately $0.6 million and
$5.4 million, or 3.5% and 10.3% from $16.0 million and $52.2 million for the three
and nine months ended November 30, 2006 to $15.4 million and $46.8 million for the
three and nine months ended November 30, 2007. As a percent of sales, our Apparel
margin was 22.2% and 23.0% for the three and nine months ended November 30, 2007, as
compared to 24.2% and 25.7% for the three and nine months ended November 30, 2006,
respectively. Our Apparel margins this quarter were impacted mainly by the increased
costs associated with our apparel inventory build, and to a lesser extent by slightly
higher cotton prices and lower selling prices on certain products due to competitive
pressures. Our fiscal year apparel margins have been impacted by increased yarn and cut/sew
costs and reduced selling margins on certain products due to competitive pressures (for
further discussion on the increased cut/sew costs and changes made, please see our
Form 10-Q filed for the first and second quarters of this fiscal year with the
Securities and Exchange Commission).
32
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
Three months ended | Nine months ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
Profit by Segment (in thousands) | 2007 | 2006 | 2007 | 2006 | ||||||||||||
Print |
$ | 14,172 | $ | 12,681 | $ | 41,168 | $ | 35,336 | ||||||||
Apparel |
8,072 | 8,271 | 24,046 | 28,601 | ||||||||||||
Total |
22,244 | 20,952 | 65,214 | 63,937 | ||||||||||||
Less corporate expenses |
3,884 | 3,775 | 12,037 | 10,295 | ||||||||||||
Earnings before income taxes |
$ | 18,360 | $ | 17,177 | $ | 53,177 | $ | 53,642 | ||||||||
Print Segment. Our Print profit increased approximately $1.5 million and
$5.9 million, or 11.8% and 16.5%, from $12.7 million and $35.3 million for
the three and nine months ended November 30, 2006, to $14.2 million and
$41.2 million for the three and nine months ended November 30, 2007,
respectively. As a percent of sales, our Print profits were 16.0% for the
three and nine months ended November 30, 2007, as compared to 14.8% and
14.4% for the three and nine months ended November 30, 2006, respectively.
The increase in our Print profit, as a percent of sales is related to
the increase in sales and gross profit margin as previously discussed.
Apparel Segment. Our Apparel profit decreased approximately $0.2 million and
$4.6 million, or 2.4% and 15.9%, from $8.3 million and $28.6 for the
three and nine months ended November 30, 2006, to $8.1 million and $24.0
million for the three and nine months ended November 30, 2007. As a
percent of sales, our Apparel profit decreased from 12.5% and 14.1% for the
three and nine months ended November 30, 2006 to 11.6% and 11.8% for
the three and nine months ended November 30, 2007. The decrease in our
Apparel profit during the current period is primarily due to the decrease
in gross profit margin as previously discussed.
Liquidity and Capital Resources
November 30, | February 28, | |||||||||||
(Dollars in thousands) | 2007 | 2007 | Change | |||||||||
Working Capital |
$ | 132,836 | $ | 102,269 | 29.9 | % | ||||||
Cash and cash equivalents |
$ | 2,156 | $ | 3,582 | -39.8 | % |
Working Capital. Our working capital increased by approximately $30.6
million, or 29.9% from $102.3 million at February 28, 2007 to $132.8
million at November 30, 2007. The increase in our working capital during
the period related primarily to an increase in our receivables and
inventories. Our current ratio, calculated by dividing our current assets by
our current liabilities was 3.4-to-1.0 at November 30, 2007 and 3.1-to-1.0 at
February 28, 2007.
Cash and cash equivalents. Cash and cash equivalents consists of highly
liquid investments, such as time deposits held at major banks, commercial
paper, United States government agency discounts notes, money market mutual
funds and other money market securities with original maturities of 90 days
or less.
Nine months ended November 30, | ||||||||||||
(Dollars in thousands) | 2007 | 2006 | Change | |||||||||
Net cash provided by operating activities |
$ | 17,615 | $ | 37,128 | -52.5 | % | ||||||
Net cash used in investing activities |
$ | (16,243 | ) | $ | (18,060 | ) | -10.1 | % | ||||
Net cash used in financing activities |
$ | (2,987 | ) | $ | (25,236 | ) | -88.2 | % |
Cash flows from operating activities. Cash provided by our operating
activities decreased by $19.5 million, or 52.5% to $17.6 million for the
nine months ending November 30, 2007 as compared to $37.1 million for the
nine months ended November 30, 2006. During the nine months ended November
30, 2007, approximately 39.3% of our Apparel credit sales were factored
compared to 72.5% for the same period last year. As a result, approximately
$22.0 million of operational cash during the period was used to fund the
transition of these previously factored sales to in-house credit (see Credit
Facility following for further discussion). In addition, we used operational
cash during the period to increase our apparel inventory levels by
approximately $13.0 million, see Results of
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
Operations Segments for further discussion. We were able to offset these uses of our
operational cash during the period by increased management of our print inventory levels, accounts
receivable and payables.
Cash flows from investing activities. Cash used for our investing activities decreased by
$1.8 million, or 10.1% to $16.2 million for the nine months ended November 30, 2007, as compared to
$18.1 million for the nine months ended November 30, 2006. During the nine months ended November
30, 2007 we acquired two businesses, B&D and Trade for $14.5 million. During the nine months ended
November 30, 2006, we acquired two businesses, Specialized Printed Forms and Block Graphics for
$17.6 million.
Cash flows from financing activities. We used $22.2 million less in cash associated with our
financing activities this period when compared to the same period last year. We repaid debt in the
amount of $10.1 million during the nine months ended November 30, 2007 as compared to $28.9 million
during the same period of 2006 which was offset by the addition of $15.0 million in debt to finance
the acquisition of Block on August 8, 2006. We borrowed $11.8 million to finance the acquisition
of B&D on October 5, 2007 and $6.2 million to finance the increase in accounts receivable.
Credit Facility - On March 31, 2006, we entered into an amended and restated credit agreement
with a group of lenders led by LaSalle Bank N.A. (the Facility). The Facility provides us access
to $150 million in revolving credit and matures on March 31, 2010. The facility bears interest at
the London Interbank Offered Rate (LIBOR) plus a spread ranging from .50% to 1.50% (LIBOR + .50%
or 5.65% at 11/30/07), depending on our total funded debt to EBITDA ratio, as defined. The
Facility contains financial covenants, restrictions on capital expenditures, acquisitions, asset
dispositions, and additional debt, as well as other customary covenants. As of November 30, 2007,
we had $97.0 million of borrowings under the revolver and $4.2 million outstanding under standby
letters of credit arrangements, leaving us availability of approximately $48.8 million. The
Facility is secured by substantially all of our personal and investment property.
During the nine months ended in November 30, 2007, we repaid $9.5 million on the revolver and
$0.6 million on other debt and borrowed $18.0 million, mainly for acquisitions. It is anticipated
that the available line of credit is sufficient to cover, should it be required, working capital
requirements for the foreseeable future.
Our Apparel segment continues to sell a portion of their accounts receivable to factors (for
the nine months ended November 30, 2006 and 2007 72.5% and 39.3%, respectively) based upon
agreements in place with these factors. As previous discussed, due to potential cost savings, we
are continuing with our plans to reduce the amount of receivables we factor each year through the
utilization of our existing bank line or from working capital generated by our Apparel Segment over
the next couple of years.
Pension We are required to make contributions to our defined benefit pension plan. These
contributions are required under the minimum funding requirements of the Employee Retirement Income
Security Act (ERISA). We anticipate that we will contribute from $2.0 million to $3.0 million
during our current fiscal year. We made contributions of $3 million to our pension plan during
fiscal year 2007.
Inventories - We believe our current inventory levels are sufficient to satisfy our customer
demands and we anticipate having adequate sources of raw materials to meet future business
requirements. The previously reported long-term contracts (that govern prices, but do not require
minimum volume) with paper and yarn suppliers continue to be in effect.
Capital Expenditures - We expect our capital requirements for the fiscal year, exclusive of
capital required for possible acquisitions, will be in-line with our historical levels of between
$5.0 million and $7.0 million. We would expect to fund these expenditures through existing cash
flows. We would expect to generate sufficient cash flows from our operating activities in order to
cover our operating and other capital requirements for our foreseeable future.
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
Contractual Obligations & Off-Balance Sheet Arrangements - There have been no significant
changes in our contractual obligations since February 28, 2007 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, 2007.
Recent Accounting Pronouncements
FIN 48. We adopted the provisions of Financial Accounting Standards Board Interpretation
48 (FIN 48), Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement
No. 109, on March 1, 2007. As a part of the implementation of FIN 48, we made a comprehensive
review of our uncertain tax positions and recorded $240,000 of unrecognized tax benefits in
connection with certain state tax positions, as non-current other liabilities on the consolidated
balance sheet, with no net impact to the consolidated statement of earnings. This amount was
accounted for as a reduction to the March 1, 2007 balance of retained earnings, in accordance
with the adoption provisions of FIN 48. These unrecognized tax benefits related to uncertain tax
positions would impact the effective tax rate if recognized. Approximately $81,000 of
unrecognized tax benefits relate to items that are affected by expiring statute of limitations
within the next 12 months.
The unrecognized tax benefits mentioned above includes an aggregate $38,000 of interest expense.
Upon adoption of FIN 48, we elected an accounting policy to classify interest expense on
underpayments of income taxes and accrued penalties related to unrecognized tax benefits in the
income tax provision. Prior to the adoption of FIN 48, our policy was to classify interest
expense on underpayments of income taxes as interest expense and to classify penalties as an
operating expense in arriving at earnings before income taxes.
We are subject to U.S. federal income tax as well as to income tax of multiple state
jurisdictions and foreign tax jurisdictions. We have concluded all U.S. federal income tax
matters for years through 2005. All material state and local income tax matters have been
concluded for years through 2002 and foreign tax jurisdictions through 2000.
FAS 157. In September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157). The provisions of
FAS 157 define fair value, establish a framework for measuring fair value in generally accepted
accounting principles, and expand disclosures about fair value measurements. The provisions of
FAS 157 are effective for fiscal years beginning after November 15, 2007. We are currently
assessing the impact of FAS 157 on our consolidated financial position, results of operations,
and cash flows.
FAS 159. In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities Including an amendment of FAS No. 115, (FAS 159). FAS 159 allows measurement at
fair value of eligible financial assets and liabilities that are not otherwise measured at fair
value. If the fair value option for an eligible item is elected, unrealized gains and losses on
that item shall be reported in current earnings at each subsequent reporting date. FAS 159 also
establishes presentation and disclosure requirements designed to draw comparison between the
different measurements attributes the company elects for similar types of assets and liabilities.
FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is
permitted. We are currently assessing the impact of FAS 159 on our consolidated financial
statements.
FAS 141R. In December 2007, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 141 (revised 2007), Business combinations (FAS
141R), which replaces FAS 141. FAS 141R establishes principles and requirements for how an
acquirer in a business combination recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes
and measures the goodwill acquired in the business combination or a gain from a bargain purchase;
and determines what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. FAS 141R is to be applied
prospectively to business combinations for which the acquisition date is on or after an entitys
fiscal year that begins after December 15, 2008 (our Fiscal year ended February 28, 2010). We
have not completed our evaluation of the
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
potential impact, if any, of the adoption of FAS 141R on our consolidated financial
position, results of operations and cash flows.
FAS 160. In December 2007, Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 160 Noncontrolling Interests in Consolidated Financial
Statements an amendment to ARB No. 51 (FAS 160). FAS 160 establishes accounting and reporting
standards that require the ownership interest in subsidiaries held by parties other than the
parent be clearly identified and presented in the consolidated balance sheets within equity, but
separate from the parents equity; the amount of consolidated net income attributable to the
parent and the noncontrolling interest be clearly identified and presented on the face of the
consolidated statement of earnings; and changes in a parents ownership interest while the parent
retains its controlling financial interest in its subsidiary be accounted for consistently. This
statement is effective for fiscal years beginning on or after December 15, 2008, (our Fiscal year
ended February 28, 2010). We have not completed our evaluation of the potential impact, if any,
of the adoption of FAS 160 on our consolidated financial position, results of operations and cash
flows.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
Interest Rates
We are exposed to market risk from changes in interest rates on debt. 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. We are
exposed to interest rate risk on short-term and long-term financial instruments carrying variable
interest rates. Our variable rate financial instruments, including the outstanding credit
facilities, totaled $97.0 million at November 30, 2007. The impact on our results of operations of
a one-point interest rate change on the outstanding balance of the variable rate financial
instruments as of November 30, 2007 would be approximately $1.0 million.
Foreign Exchange
We have global operations and thus make investments and enter into transactions in various
foreign currencies. The value of our consolidated assets and liabilities located outside the
United States (translated at period end exchange rates) and income and expenses (translated using
average rates prevailing during the period), generally denominated in Mexican Pesos and Canadian
Dollars, are affected by the translation into our reporting currency (the U.S. Dollar). Such
translation adjustments are reported as a separate component of shareholders equity. In future
periods, foreign exchange rate fluctuations could have an increased impact on our reported results
of operations. However, due to the self-sustaining nature of our foreign operations, we believe we
can effectively manage the effect of these currency fluctuations.
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. An evaluation was carried out under the
supervision and with the participation of our management, including our Chief Executive Officer and
our Chief Financial Officer, of the effectiveness of the design of our disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
the end of the period covered by this quarterly report, pursuant to Exchange Act Rule 13a-15. Based
upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded
that our disclosure controls and procedures as of November 30, 2007 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 SECs 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
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
appropriate to allow timely decisions 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.
During the current quarter ending November 30, 2007 there were changes in our internal control
over our financial reporting related to implementing our new ERP System. Our management, with the
participation of our President and Chief Executive Officer and Chief Financial Officer, have
evaluated such changes in our internal control over financial reporting and determined that such
changes did not materially affect, or are not reasonably likely to materially affect, our internal
control over financial reporting. We continually modify and enhance our ERP System and believe the
future enhancements or modifications will not have a material affect on our internal control over
financial reporting.
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time we are involved in various litigation matters arising in the ordinary course
of our business. We do not believe the disposition of any current matter will have a material
adverse effect on our consolidated financial position or our results of operations.
Item 1A. Risk Factors
Reference is made to page 24 of this Report on Form 10-Q. 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, 2007.
Items 2, 3 and 5 are not applicable and have been omitted
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to security holders for a vote during the quarter.
Item 6. Exhibits
The following exhibits are filed as part of this report.
Exhibit 3.1
|
Restated Articles of Incorporation as amended through June 23, 1983 with attached amendments dated June 20, 1985, July 31, 1985 and June 16, 1988 incorporated herein by reference to Exhibit 5 to the Registrants Form 10-K Annual Report for the fiscal year ended February 28, 1993. | |
Exhibit 3.2
|
Bylaws of the Registrant as amended through October 15, 1997 incorporated herein by reference to Exhibit 3(ii) to the registrants Form 10-Q Quarterly Report for the quarter ended November 30, 1997. | |
Exhibit 3.3
|
Articles of Amendment to the Articles of Incorporation of Ennis Business Forms, Inc. filed on June 17, 2004 incorporated herein by reference to Exhibit 3.3 to the registrants Form 10-Q Quarterly Report for the quarter ended November 30, 2004. | |
Exhibit 31.1
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of Chief Executive Officer.* | |
Exhibit 31.2
|
Certification Pursuant to Rule 13a-14(a)/15d-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.** |
* | Filed herewith | |
** | Furnished herewith |
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
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: December 28, 2007 | /s/ Keith S. Walters | |||
Keith S. Walters | ||||
Chairman, Chief Executive Officer and President |
||||
Date: December 28, 2007 | /s/ Richard L. Travis, Jr. | |||
Richard L. Travis, Jr. | ||||
V.P. Finance and CFO, Secretary and Principal Financial and Accounting Officer |
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ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2007
INDEX TO EXHIBITS
Exhibit Number | Description | |
Exhibit 3.1
|
Restated Articles of Incorporation as amended through June 23, 1983 with attached amendments dated June 20, 1985, July 31, 1985 and June 16, 1988 incorporated herein by reference to Exhibit 5 to the Registrants Form 10-K Annual Report for the fiscal year ended February 28, 1993. | |
Exhibit 3.2
|
Bylaws of the Registrant as amended through October 15, 1997 incorporated herein by reference to Exhibit 3(ii) to the registrants Form 10-Q Quarterly Report for the quarter ended November 30, 1997. | |
Exhibit 3.3
|
Articles of Amendment to the Articles of Incorporation of Ennis Business Forms, Inc. filed on June 17, 2004 incorporated herein by reference to Exhibit 3.3 to the registrants Form 10-Q Quarterly Report for the quarter ended November 30, 2004. | |
Exhibit 31.1
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of Chief Executive Officer.* | |
Exhibit 31.2
|
Certification Pursuant to Rule 13a-14(a)/15d-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.** |
* | Filed herewith | |
** | Furnished herewith |
40