-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MEJV+4sT/KB3yOI3y1kavo5ckMwT8O4Wk696ybiBRR6acph5dhCw5knNQIq5e90l Qvp1VM/GhW3W/mUBAS7bUQ== 0000033002-05-000013.txt : 20050502 0000033002-05-000013.hdr.sgml : 20050502 20050429173132 ACCESSION NUMBER: 0000033002-05-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050427 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050502 DATE AS OF CHANGE: 20050429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENNIS, INC. CENTRAL INDEX KEY: 0000033002 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 750256410 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05807 FILM NUMBER: 05787707 BUSINESS ADDRESS: STREET 1: 2441 PRESIDENTIAL PARKWAY CITY: MIDLOTHIAN STATE: TX ZIP: 76065 BUSINESS PHONE: 9727759801 MAIL ADDRESS: STREET 1: 2441 PRESIDENTIAL PARKWAY CITY: MIDLOTHIAN STATE: TX ZIP: 76065 FORMER COMPANY: FORMER CONFORMED NAME: ENNIS BUSINESS FORMS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ENNIS TAG & SALESBOOK CO DATE OF NAME CHANGE: 19700805 8-K 1 k8main.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 27, 2005 ---------------- ENNIS, INC. - -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) TEXAS 1-5807 75-0256410 - -------------------------------------------------------------------- (State or other Jurisdiction (Commission (I. R. S. Employer of incorporation) File Number) Identification No.) 2441 Presidential Pkwy, Midlothian, Texas 76065 - -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (972) 775-9801 - -------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition --------------------------------------------- Item 7.01 Regulation FD Disclosure ------------------------ The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition" and Item 7.01, "Regulation FD Disclosure." On April 27 and 28, 2005, Ennis, Inc. issued press releases announcing its year-end operating results and provided additional information on year-end results. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits --------------------------------- Exhibit 99 Press release dated April 27, 2005, announcing year-end operating results. Exhibit 99.1 Press release dated April 28, 2005, announcing additional information on year-end results. 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 hereunto duly authorized. ENNIS, INC. Date: April 29, 2005 /s/ Harve Cathey -------------- ------------------------------------ Harve Cathey Vice President - Finance and CFO, Secretary, Principal Financial and Accounting Officer EX-99 2 exh99.txt EXHIBIT 99 Exhibit 99 (Ennis Logo) Press Release 2441 Presidential Parkway (bullet) Midlothian, Texas 76065 (bullet) Phone 972.775.9801 (bullet) Fax 800.579.4271 (bullet) www.ennis.com FOR IMMEDIATE RELEASE FOR ADDITIONAL INFORMATION CONTACT: Keith S. Walters, Chairman President & CEO (800) 752-5386 Midlothian, Texas, April 27, 2005 ENNIS, INC. YEAR-END RESULTS Midlothian, Texas -- Ennis, Inc. (NYSE: EBF) today reported increased sales and operating results for the year ended February 28, 2005. "The acquisitions of Crabar/GBF, Inc., Alstyle Apparel and Royal Business Forms, Inc. were easily the most significant events in what was the most active acquisition year in the history of the Company", Keith S. Walters, Chairman, President and Chief Executive Officer of Ennis, Inc. stated. "The addition of Alstyle Apparel establishes a new growth platform for the Company plus bringing estimated annual revenue in excess of $200,000,000. Crabar/GBF, Inc. and Royal Business Forms, Inc. strengthen the Forms Solutions Group by adding estimated annual revenues of approximately $70,000,000, along with the addition of product capabilities and geographical coverage. While much of the year was focused on acquisitions, the existing operating units continued to perform solidly. The major negative event impacting the performance of the Company was the over $1,500,000 incurred to prepare for the challenges of compliance with the requirements of the Sarbanes-Oxley Act of 2002." Since the completion of the acquisitions in November 2004, the focus of management has been directed toward the integration of these companies into the Ennis, Inc. operating structure. Because of the company's familiarity with business conducted by Crabar/GBF, Inc., integration of this operation was largely completed by the end of the third quarter, and has progressed satisfactorily. The same can be said for Royal Business Forms, Inc., which is a much smaller operation. Alstyle Apparel is much larger than any organization ever acquired by the Company. At this time, while there is still a significant amount of work to be done to finish the integration, the process is moving forward at a satisfactory rate. This acquisition has added a cyclical nature to the business, which did not previously exist in our business. Sales of activewear are heaviest in the first and second fiscal quarters of Ennis, Inc., with the third quarter being historically less than the previous quarter and the fourth quarter being the low point in the cycle. The Company continues to believe the acquisitions completed during the fiscal year will be accretive to net earnings by the completion of twelve months from the closing of the transactions. 1 For the fourth quarter ended February 28, 2005, net sales amounted to $134,493,000 compared to $63,085,000 for the same period last year, an increase of 113%. Net earnings for the quarter amounted to $6,903,000, compared to $4,875,000 for the corresponding period last year, an increase of 41.6%. Fully diluted earnings per share were $.27 for the current quarter, compared to $.29 in the prior year. Per share earnings computations were based on 25,743,051 fully diluted shares for the quarter compared to 16,675,256 shares fully diluted for the prior period. The difference in weighted average shares outstanding results from the impact of the shares issued in Alstyle and Royal transactions being outstanding for the entire quarter. For the twelve months ended February 28, 2005, net sales amounted to $365,353,000 compared to $259,360,000 for the same period last year, an increase of 41%. Net earnings for the twelve months amounted to $22,959,000, compared to $17,951,000, an increase of 27.9%. Fully diluted earnings per share were $1.19 for the current year, compared to $1.08 in the prior year. Per share earnings computations were based upon 19,259,550 fully diluted shares for the current fiscal year compared to 16,601,838 fully diluted shares for the prior year. The difference in weighted average shares outstanding for the year is also the result of the shares issued in the Alstyle and Royal transactions. Ennis, Inc. (www.ennis.com) (formerly Ennis Business Forms, Inc.) is primarily engaged in the production of and sale of business forms, apparel and other business products. The Company is one of the largest private-label printed business product suppliers in the United States. Headquartered in Midlothian, Texas, the Company has 41 production and distribution facilities located throughout 16 states, Mexico and Canada, strategically located to serve the Company's national network of distributors. The Company, together with its subsidiaries, operates in four business segments: the Forms Solutions Group, Promotional Solutions Group, Financial Solutions Group and Apparel Solutions Group. The Forms Solutions Group is primarily engaged in the business of manufacturing and selling business forms and other printed business products. The Promotional Solutions Group is primarily engaged in the business of design, production and distribution of printed and electronic media, presentation products, flexographic printing, advertising specialties and Post- it (registered trademark) Notes. The Financial Solutions Group designs, manufactures and markets printed forms and specializes in internal bank forms, secure and negotiable documents and custom products. The Apparel Solutions Group manufactures T-Shirts and distributes T-Shirts and other activewear apparel through six distribution centers located throughout North America. Management's report to shareholders contains forward-looking statements that reflect the Company's current view with respect to future revenues and earnings including the expectation that net earnings will be accretive in the future and the future impact of the cyclical nature of the business. These statements are subject to numerous uncertainties, including (but not limited to) the rate at which the traditional business forms market is contracting, the application of technology to the production of business forms, demand for the Company's products in the context of a contracting market, variability in the prices of paper and other raw materials, and competitive conditions associated with the Company's products. Because of such uncertainties readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of April 27, 2005. 2 EX-99 3 exh991.txt EXHIBIT 99.1 Exhibit 99.1 (Ennis Logo) Press Release 2441 Presidential Parkway (bullet) Midlothian, Texas 76065 (bullet) Phone 972.775.9801 (bullet) Fax 800.579.4271 (bullet) www.ennis.com FOR IMMEDIATE RELEASE FOR ADDITIONAL INFORMATION CONTACT: Keith S. Walters, Chairman President & CEO (800) 752-5386 Midlothian, Texas, April 28, 2005 ENNIS, INC. REPORTS ADDITIONAL INFORMATION ON YEAR-END RESULTS Midlothian, Texas -- Ennis, Inc. (NYSE: EBF) today is supplementing the information contained in yesterday's report on year-end results with the following information and inclusion of the year-end summary financial statements. To clarify the information regarding the costs incurred for compliance with the Sarbanes-Oxley Act of 2002, the $1,500,000 (pre-tax) occurred over the last three quarters of the fiscal year in relatively equal amounts, and was not entirely absorbed into the fourth quarter. To assist investors in their understanding of the results of the Alstyle Apparel operation, it is important to know that not only was the fourth quarter the low point in their annual operating cycle, but also that Alstyle Apparel's operating margins were lower than normal as a result of higher costs of goods sold than otherwise would have been expected. Alstyle Apparel was required to account for its finished goods inventory at acquisition date at the expected selling price less costs to dispose and a reasonable selling profit as required by Financial Accounting Standard No. 141. The adjustment totaled $1,225,000 and proportionally effected cost of sales as finished goods inventories were sold during the fourth quarter. The increase in cost of sales for the quarter on a pre-tax basis was $1,063,000 or $.03 per fully diluted share after income taxes. Further, to the statement in the April 27 press release related to the Company's position that the Alstyle Apparel transaction would be accretive to earnings in the first full years' financials, the Company continues to believe that the information provided to shareholders in the June 25, 2004 announcement of the Alstyle Apparel merger are accurate. Additionally, the Company believes the process of integration of Alstyle Apparel is not only moving forward at a satisfactory rate, but is ahead of schedule, and that the financial benefits of integration are significant. 1 Ennis, Inc. (www.ennis.com) (formerly Ennis Business Forms, Inc.) is primarily engaged in the production of and sale of business forms, apparel and other business products. The Company is one of the largest private-label printed business product suppliers in the United States. Headquartered in Midlothian, Texas, the Company has 41 production and distribution facilities located throughout 16 states, Mexico and Canada, strategically located to serve the Company's national network of distributors. The Company, together with its subsidiaries, operates in four business segments: the Forms Solutions Group, Promotional Solutions Group, Financial Solutions Group and Apparel Solutions Group. The Forms Solutions Group is primarily engaged in the business of manufacturing and selling business forms and other printed business products. The Promotional Solutions Group is primarily engaged in the business of design, production and distribution of printed and electronic media, presentation products, flexographic printing, advertising specialties and Post- it (registered trademark) Notes. The Financial Solutions Group designs, manufactures and markets printed forms and specializes in internal bank forms, secure and negotiable documents and custom products. The Apparel Solutions Group manufactures T-Shirts and distributes T-Shirts and other activewear apparel through six distribution centers located throughout North America. 2 ENNIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in Thousands Except Per Share Amounts) (Unaudited) ------------------------------------------------------------- Three Months Ended February 2005 2004 ---------- ---------- NET SALES $ 134,493 $ 63,085 ---------- ---------- COSTS AND EXPENSES: Cost of sales 103,022 46,168 Selling, general and administrative 18,053 9,051 expenses ---------- ---------- 121,075 55,219 ---------- ---------- EARNINGS FROM OPERATIONS 13,418 7,866 OTHER INCOME (EXPENSE): Investment income 22 (4) Interest expense (2,166) (168) Other expense, net 270 (10) ---------- ---------- (1,874) (182) ---------- ---------- EARNINGS BEFORE INCOME TAXES 11,544 7,684 PROVISIONS FOR INCOME TAXES 4,641 2,809 ---------- ---------- NET EARNINGS $ 6,903 $ 4,875 ========== ========== PER SHARE AMOUNTS: Basic net earnings $ 0.27 $ 0.30 ========== ========== Diluted net earnings $ 0.27 $ 0.29 ========== ========== Dividends $ 0.155 $ 0.155 ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC 25,413,682 16,385,335 ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED 25,743,051 16,675,256 ========== ========== Twelve Months Ended February 2005 2004 ---------- ---------- NET SALES $ 365,353 $ 259,360 ---------- ---------- COSTS AND EXPENSES: Cost of sales 274,596 190,812 Selling, general and administrative expenses 51,159 38,521 ---------- ---------- 325,755 229,333 ---------- ---------- EARNINGS FROM OPERATIONS 39,598 30,027 OTHER INCOME (EXPENSE): Investment income 246 29 Interest expense (2,755) (830) Other expense, net 376 (336) ---------- ---------- (2,133) (1,137) ---------- ---------- EARNINGS BEFORE INCOME TAXES 37,465 28,890 PROVISIONS FOR INCOME TAXES 14,506 10,939 ---------- ---------- NET EARNINGS $ 22,959 $ 17,951 ========== ========== PER SHARE AMOUNTS: Basic net earnings $ 1.21 $ 1.10 ========== ========== Diluted net earnings $ 1.19 $ 1.08 ========== ========== Dividends $ 0.620 $ 0.620 ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC 18,935,533 16,358,107 ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED 19,259,550 16,601,838 ========== ========== 3 ENNIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited) ----------------------------------------------------------- February February Assets 2005 2004 -------- -------- CURRENT ASSETS: Cash and cash equivalents $ 10,694 $ 15,067 Accounts receivable, net 46,685 29,800 Inventories 79,900 13,721 Other current assets 11,894 5,017 -------- -------- Total current assets 149,173 63,605 -------- -------- PROPERTY, PLANT AND EQUIPMENT, NET 72,019 46,480 GOODWILL, NET 178,472 34,420 OTHER ASSETS 97,582 9,538 -------- -------- $497,246 $154,043 ======== ======== Liabilities and Shareholders' Equity CURRENT LIABILITIES: Current installments of long-term debt $ 21,702 $ 6,335 Accounts payable 33,887 5,804 Accrued expenses 25,794 13,261 -------- -------- Total current liabilities 81,383 25,400 -------- -------- LONG-TERM DEBT, LESS CURRENT INSTALLMENTS 112,342 7,800 DEFERRED CREDITS, PRINCIPALLY FEDERAL INCOME TAXES 31,790 10,261 SHAREHOLDERS' EQUITY: Preferred stock, at par value -- -- Common stock, at par value 75,134 53,125 Additional capital 123,640 126 Retained earnings 156,666 145,653 Accumulated other comprehensive income 6 (114) -------- -------- 355,446 198,790 Treasury stock 83,715 88,208 -------- -------- Total shareholders' equity 271,731 110,582 -------- -------- $497,246 $154,043 ======== ======== 4 ENNIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) ----------------------------------------------------------- Twelve Months Ended February 2005 2004 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 22,959 $ 17,951 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 11,076 9,348 Gain on sale of property, plant and equipment (316) (65) Bad debt expense 814 890 Changes in operating assets and liabilities (14,487) (1,875) ----------- ---------- Net cash provided by operating activities 20,046 26,249 ----------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (6,143) (4,543) Purchase of operating assets, net of cash acquired (115,429) -- Proceeds from disposal of property 481 176 Other -- (179) ----------- ---------- Net cash used in investing activities (121,091) (4,546) ----------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Debt issued to finance acquisitions 114,200 -- Repayment of debt issued to finance acquisition (6,375) (11,038) Issue (purchase) of treasury shares, net 420 688 Dividends (11,573) (10,146) Net cash provided by (used in) financing activities (96,672) (20,496) ----------- ---------- NET CHANGE IN CASH AND EQUIVALENTS (4,373) 1,207 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 15,067 13,860 ----------- ---------- CASH AND EQUIVALENTS AT END OF PERIOD $ 10,694 $ 15,067 =========== ========== Forward-looking Statements Statements made in this release concerning the Company's or management's intentions, expectations, or predictions about future results or events are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management's current expectations or beliefs, and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which variations could be material and adverse. Factors that could produce such a variation include, but are not limited to, the following: the inherent unreliability of earnings, revenue and cash flow predictions due to numerous factors, many of which are beyond the Company's control; developments in the demand for the Company's products and services; relationships with the Company's major customers and suppliers; unanticipated delays, costs and expenses inherent in the development and marketing of new products and services; risks and uncertainties associated with the successful integration of the acquisitions of Alstyle Apparel, Crabar/GBF, Inc. and Royal Business Forms, Inc.; the impact of governmental laws and regulations; and competitive factors. The Company's cash dividends are declared by the board of directors on a current basis, and therefore may be subject to change. Because of such uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of April 28, 2005. 5 -----END PRIVACY-ENHANCED MESSAGE-----