-----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, Kywv0p35b3/3SfNrGUCPNYp8ZKwdSxOrkfaevyYAC5r9flvfi8DKwqpf3eE5gGQj DklxrNjXDCMMgGbaEsSQ1w== 0000033002-05-000025.txt : 20050617 0000033002-05-000025.hdr.sgml : 20050617 20050617172410 ACCESSION NUMBER: 0000033002-05-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050615 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050617 DATE AS OF CHANGE: 20050617 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: 05903915 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): June 15, 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 June 15, 2005, Ennis, Inc. issued a press release announcing its first quarter operating 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. ------------------------------------------------------ On June 17, 2005, Ennis, Inc. issued a press release announcing the retirement of Harve Cathey (age 66), Vice President-Finance, Chief Financial Officer and Secretary. No definitive date has been established for Mr. Cathey's retirement, and he has agreed to stay on through a transitions period while a search is undertaken for his successor. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. Item 8. Other Events Submission of Matters To A Vote of Security Holders ------------------------------------------------------ (a) The Company held its Annual Meeting of Shareholders on June 16, 2005. (b) Proxies for the meeting were solicited pursuant to Regulation 14; there was no solicitation in opposition to management's nominees for directors listed in the Proxy Statement and all such nominees were elected. Directors elected were: Nominees for Director Votes Cast for Votes Withheld -------------- -------------- -------------- Keith S. Walters 22,806,544 187,634 James B. Gardner 19,725,686 3,268,492 Ronald M. Graham 19,834,243 3,159,935 Item 9.01 Financial Statements and Exhibits ---------------------------------- Exhibit 99 Press release dated June 15, 2005, announcing first quarter operating results. Exhibit 99.1 Press release dated June 17, 2005, announcing CFO retirement. 1 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: June 17, 2005 /s/ Harve Cathey ------------- ------------------------------- Harve Cathey Vice President - Finance and CFO, Secretary, Principal Financial and Accounting Officer 2 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 972.775.9820 FOR IMMEDIATE RELEASE FOR ADDITIONAL INFORMATION CONTACT: Keith S. Walters, Chairman, President & CEO (800) 752-5386 Midlothian, Texas, June 15, 2005 ENNIS, INC. REPORTS FIRST QUARTER FISCAL 2006 RESULTS Midlothian, Texas. -- Ennis, Inc. (NYSE: EBF) today reported financial results for the first fiscal quarter ended May 31, 2005. (bullet) Sales Increased $83.4 million over same quarter prior year (bullet) 130% Increase in Profits from $4.6 million to $10.6 million (bullet) Growth in diluted EPS of $0.41 per share, 51% greater than last year & previous quarter Financial Overview - ------------------ For the first quarter of fiscal 2006, net sales were $149.1 million compared to $65.7 million in the comparable quarter last year, or an increase of $83.4 million. Net Sales for quarter ended May 31, 2005 were 10.8% higher than the previous quarter's sales of $134.5 million. Net income of $10.6 million for the quarter ended May 31, 2005 increased by $6.0 million over the prior year's quarterly level of $4.6 million, and by $3.6 million over the previous quarter ended February 28, 2005. Diluted earnings per share for the quarter ended May 31, 2005 were $0.41 compared to $0.27 in the quarters ended May 31, 2004 and February 28, 2005. As mentioned in the 10K for the fiscal year ended February 28, 2005 profits in the apparel segment are strongest in the first and second fiscal quarters for the Company. Profits in the printing segment tend to be consistent from quarter to quarter, absent the gain or loss of large customers. The Company generated $23.9 million in EBITDA (earnings before interest, taxes, depreciation and amortization) for the first quarter of fiscal year 2006 compared to $9.8 million in the comparable quarter of fiscal year 2005 and $18.0 million for the quarter ended February 28, 2005. The increase of 143.9% in the current quarter over the previous year's quarter was due primarily to the acquisitions of Alstyle Apparel, Crabar/GBF and Royal Business Forms. Keith Walters, Chairman, President & CEO, commented by saying, "we are delighted that the pro forma financial impact of the merger with Alstyle, as set forth in the S-4 filed in September of last year, have been exceeded by our first quarter results. We continue to feel that this merger will continue to provide increased value for our shareholders as the Company retires the acquisition debt as quickly as the associated cash flows will permit." 1 Liquidity During the fiscal quarter, the Company paid down a total of $14 million on the debt leaving a combined balance of $120 million in funded debt at quarter end May 31, 2005. The Company continues to believe that the debt generated from last year's acquisitions will be retired in the three to four-year timeframe. Print Solutions Performance Sales in the Print Solutions Segment were $80.7 million for the first fiscal quarter of 2006, up 22.8% over the prior year's comparable quarter, primarily due to the Crabar/GBF and Royal acquisitions. The Print Solutions Segment is comprised of sales and profits of the Forms Solutions Group, Promotional Solutions Group and Financial Solutions Group. Sales in the Forms Solutions and Promotional Solutions Group increased due to acquisitions of Crabar/GBF and Royal as well as an increase in new business in the Promotional Solutions Group. The Financial Solutions Group sales were flat in the current quarter compared to the comparable quarter last year. The Print Solutions Segment generated $13.3 million in EBITDA for the quarter ended May 31, 2005 compared to $11.5 million in the previous fiscal years quarter, an increase of 15.7%. This increase was due to acquisitions previously mentioned as well as the growth in sales in the Promotional Products arena. Apparel Solutions Performance Sales in the Apparel Solutions Segment were $68.4 million for the first fiscal quarter of 2006, an increase of 32.3% over the previous quarter's sales of $51.7 million, or $16.7 million. EBITDA generated by the Apparel Segment was $12.6 million or 80% higher than the previous quarter amount of $7.0 million. This increase was due to the seasonal increase in sales. Selling, general and administrative (SG&A) expenses were $17.8 million or 12.0% of net sales, compared to $9.4 million or 14.3% of net sales in the prior year quarter ended May 31, 2004. SG&A in the previous quarter ended February 28, 2005 was $18.1 million or 13.4% of net sales. The increase in SG&A of $8.4 million over the prior year was primarily the result of the acquisitions of Crabar/GBF, Royal and Alstyle Apparel. The Company continues to focus on ways to reduce SG&A expenses from its acquisitions to further enhance the profitability to the Company and improve its cash flow to further reduce the acquisition debt. Operational Issues During the quarter, the Company has improved the internal controls and its financial oversight of accounting matters of Alstyle. Issues related to the financial reporting process at fiscal year-end 2005 prompted the auditors to inform the Audit Committee of a material weakness in the financial reporting process of Alstyle. Corporate personnel of the Company closely monitored the accounting processes of Alstyle for the quarter ended May 31, 2005. Consequently, the financial close was completed on a timely basis with no adjustments. The Company feels it has satisfactorily addressed this material weakness and plans to continue to provide close financial oversight in future periods. Additionally, the Company reported a material weakness related to the recording of assets involved in the acquisition of Alstyle. The Company has improved its communication processes and procedures related to acquisitions and feels that this weakness, although isolated to one instance, has been remediated. Additionally, the Company finished the closing of the Dayton, Ohio administrative center for Crabar/GBF and the Edison, New Jersey facility. With regard to the Edison closing, the Company has relocated some people, equipment and sales to other locations on the east coast. The Company 2 also took advantage of the additional space available in its Anaheim facility to relocate its Bell, California facility for Admore into the additional space. The Cerritos facility for GenForms will also relocate into the Anaheim facility during the second quarter of this year. About Ennis - ----------- 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 two business segments: the Printing Segment and Apparel Segment. There are three groups within the Printing Segment: the Forms Solutions Group, Promotional Solutions Group, and Financial Solutions Group. The Apparel Segment consists entirely of the 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. 3 ENNIS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited) May February 2005 2005 ---- ---- Assets CURRENT ASSETS: Cash and cash equivalents $ 6,894 $ 10,694 Accounts receivable, net 45,340 46,685 Inventories 75,639 79,900 Other current assets 12,361 11,894 ------- ------- Total current assets 140,234 149,173 ------- ------- PROPERTY, PLANT AND EQUIPMENT, NET 72,627 72,019 GOODWILL, NET 178,838 178,472 OTHER ASSETS 95,329 97,582 ------- ------- $487,028 $497,246 ======= ======= Liabilities and Shareholders' Equity CURRENT LIABILITIES: Current installments of long-term debt $ 17,860 $ 21,702 Accounts payable 29,378 33,887 Accrued expenses 20,770 24,405 Federal and state income tax payable 7,103 1,389 ------- ------- Total current liabilities 75,111 81,383 ------- ------- LONG-TERM DEBT, LESS CURRENT INSTALLMENTS 102,149 112,342 DEFERRED CREDITS, PRINCIPALLY FEDERAL INCOME TAXES 31,140 31,790 SHAREHOLDERS' EQUITY: Preferred stock, at par value -- -- Common stock, at par value 75,134 75,134 Additional paid in capital 123,640 123,640 Retained earnings 162,975 156,666 Accumulated other comprehensive income (loss) (16) 6 ------- ------- 361,733 355,446 Treasury stock 83,105 83,715 ------- ------- Total shareholders' equity 278,628 271,731 ------- ------- $487,028 $497,246 ======= ======= 4 ENNIS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in Thousands Except Share and Per Share Amounts) (Unaudited) Three Months Ended May, 2005 2004 ---- ---- NET SALES $149,113 $ 65,736 ------- ------- COSTS AND EXPENSES: Cost of sales 111,635 48,676 Selling, general and administrative expenses 17,837 9,386 ------- ------- 129,472 58,062 ------- ------- EARNINGS FROM OPERATIONS 19,641 7,674 OTHER (EXPENSE): Interest expense (2,243) (134) Other expense, net (90) (76) ------- ------- (2,333) (210) ------- ------- EARNINGS BEFORE INCOME TAXES 17,308 7,464 PROVISIONS FOR INCOME TAXES 6,750 2,882 ------- ------- NET EARNINGS $ 10,558 $ 4,582 ======= ======= PER SHARE AMOUNTS: Net earnings - basic $ 0.42 $ 0.28 ======= ======= Net earnings - duluted $ 0.41 $ 0.27 ======= ======= Cash dividends per share $ 0.155 $ 0.155 ======= ======= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC 25,426,595 16,406,631 ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED 25,692,557 16,694,550 ========== ========== 5 ENNIS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Three Months Ended May, 2005 2004 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 10,558 $ 4,582 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 4,387 2,242 Gain on sale of property, plant and equipment (2) (3) Changes in operating assets and liabilities 3,811 4,857 ------- ------- Net cash provided by operating activities 18,754 11,678 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (4,521) (2,139) Additional costs related to acquisition (366) - Proceeds from disposal of property 7 7 ------- ------- Net cash used in investing activities (4,880) (2,132) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Debt issued 5,000 - Repayment of debt issued (19,035) (1,500) Issue (purchase) of treasury shares, net 301 282 Dividends (3,940) (2,542) ------- ------- Net cash used in financing activities (17,674) (3,760) ------- ------- NET CHANGE IN CASH AND EQUIVALENTS (3,800) 5,786 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 10,694 15,067 ------- ------- CASH AND EQUIVALENTS AT END OF PERIOD $ 6,894 $ 20,853 ======= ======= This news release contains statements relating to future results of the company including statements (i) that the Company expects to retire the acquisition debt in the three to four-year time frame, (ii) that this merger will continue to provide increased value for our shareholders as the Company retires the acquisition debt as quickly as the associated cash flows will permit, (iii) that the Company feels that it has addressed previously reported material weaknesses, (iv) that the Company continues to focus on ways to reduce SG&A expenses from its acquisitions to further enhance the profitability to the Company and improve its cash flow to further reduce the acquisition debt, as well as other anticipated, believed, planned, forecasted, expected, targeted and estimated results and the company's outlook concerning future results, that are "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. 6 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, June 17, 2005 ENNIS ANNOUNCES PLANNED RETIREMENT OF CHIEF FINANCIAL OFFICER Midlothian, Texas -- Ennis, Inc. ("Ennis") (NYSE: EBF) today announced that its Vice President-Finance and Secretary, Harve Cathey, has made known his plans to retire in the coming months. Cathey, who has served as the Company's Chief Financial Officer for over 15 years, did not set a definitive date for his departure, and has agreed to stay on through a transition period while a search is undertaken to identify his successor. 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 two business segments: the Printing Segment and Apparel Segment. There are three groups within the Printing Segment: the Forms Solutions Group, Promotional Solutions Group, and Financial Solutions Group. The Apparel Segment consists entirely of the 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. -----END PRIVACY-ENHANCED MESSAGE-----