UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the Quarterly Period Ended
OR
For the Transition Period from to
Commission File Number
(Exact Name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: (
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of June 24, 2024, there were
ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED MAY 31, 2024
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION |
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Item 1. Condensed Consolidated Financial Statements (unaudited) |
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3 |
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Condensed Consolidated Balance Sheets at May 31, 2024 and February 29, 2024 |
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3 |
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5 |
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6 |
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7 |
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8 |
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Notes to Condensed Consolidated Financial Statements (unaudited) |
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9 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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22 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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28 |
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28 |
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PART II: OTHER INFORMATION |
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28 |
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28 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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29 |
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29 |
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29 |
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29 |
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29 |
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30 |
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
ENNIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
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May 31, |
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February 29, |
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2024 |
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2024 |
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Assets |
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Current assets |
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Cash |
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$ |
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$ |
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Short-term investments |
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Accounts receivable, net |
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Inventories, net |
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Prepaid expenses |
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Prepaid income taxes |
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Total current assets |
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Property, plant and equipment |
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Plant, machinery and equipment |
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Land and buildings |
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Computer equipment and software |
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Other |
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Total property, plant and equipment |
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Less accumulated depreciation |
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Property, plant and equipment, net |
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Operating lease right-of-use assets, net |
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Goodwill |
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Intangible assets, net |
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Net pension asset |
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Other assets |
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Total assets |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
3
ENNIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS-Continued
(unaudited, in thousands, except for par value and share amounts)
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May 31, |
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February 29, |
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2024 |
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2024 |
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Liabilities and Shareholders’ Equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Current portion of operating lease liabilities |
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Total current liabilities |
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Deferred income taxes |
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Operating lease liabilities, net of current portion |
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Other liabilities |
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Total liabilities |
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Shareholders’ equity |
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Common stock $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss: |
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Minimum pension liability, net of taxes |
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Treasury stock |
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Total shareholders’ equity |
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Total liabilities and shareholders' equity |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
4
ENNIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share amounts)
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Three months ended |
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May 31, |
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2024 |
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2023 |
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$ |
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$ |
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Gross profit |
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Selling, general and administrative |
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Loss from disposal of assets |
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Income from operations |
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Other income (expense) |
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Interest income |
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Other, net |
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Total other income (expense) |
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Earnings before income taxes |
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Income tax expense |
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Net earnings |
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$ |
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$ |
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Weighted average common shares outstanding |
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Basic |
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Diluted |
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Earnings per share |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
5
ENNIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
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Three months ended |
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May 31, |
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2024 |
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2023 |
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Net earnings |
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$ |
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$ |
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Adjustment to pension, net of taxes |
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Comprehensive income |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
6
ENNIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited, in thousands, except share and per share amounts)
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Accumulated |
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Additional |
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Other |
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Common Stock |
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Paid-in |
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Retained |
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Comprehensive |
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Treasury Stock |
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Shares |
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Amount |
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Capital |
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Earnings |
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Income (Loss) |
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Shares |
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Amount |
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Total |
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Balance February 29, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net earnings |
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— |
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— |
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— |
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— |
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— |
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— |
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Adjustment to pension, net of deferred tax of $ |
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— |
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— |
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— |
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— |
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— |
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— |
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Dividends paid ($ |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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Stock based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Exercise of stock options and restricted stock |
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— |
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— |
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( |
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— |
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— |
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— |
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Common stock repurchases |
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— |
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— |
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— |
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— |
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— |
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Balance May 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Balance February 28, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net earnings |
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— |
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— |
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— |
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— |
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— |
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— |
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Adjustment to pension, net of deferred tax of $ |
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— |
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— |
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— |
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— |
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— |
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— |
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Dividends paid ($ |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Stock based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Exercise of stock options and restricted stock |
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— |
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— |
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( |
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— |
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— |
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— |
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Balance May 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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( |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
7
ENNIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
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Three months ended |
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May 31, |
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2024 |
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2023 |
Cash flows from operating activities: |
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Net earnings |
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$ |
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$ |
Adjustments to reconcile net earnings to net cash provided by operating activities: |
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Depreciation |
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Amortization of intangible assets |
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Loss from disposal of assets |
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Accrued interest on short-term investments |
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( |
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Bad debt expense, net of recoveries |
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Stock based compensation |
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Deferred income taxes |
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Net pension expense |
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Changes in operating assets and liabilities, net of the effects of acquisitions |
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Accounts receivable |
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Prepaid expenses and income taxes |
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Inventories |
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( |
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Other assets |
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Accounts payable and accrued expenses |
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( |
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Other liabilities |
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( |
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( |
Net cash provided by operating activities |
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Cash flows from investing activities: |
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Capital expenditures |
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( |
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Purchase of businesses, net of cash acquired |
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Purchase of short-term investments |
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( |
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Maturity of short-term investments |
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Proceeds from disposal of plant and property |
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Net cash used in investing activities |
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( |
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Cash flows from financing activities: |
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Dividends paid |
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( |
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( |
Common stock repurchases |
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( |
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Net cash used in financing activities |
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( |
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( |
Net change in cash |
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Cash at beginning of period |
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Cash at end of period |
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$ |
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$ |
See accompanying notes to condensed consolidated financial statements.
8
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2024
(unaudited)
1. Significant Accounting Policies and General Matters
Basis of Presentation
These unaudited condensed consolidated financial statements of Ennis, Inc. and its subsidiaries (collectively referred to as the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our”) for the period ended May 31, 2024 have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP') and pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended February 29, 2024, from which the accompanying consolidated balance sheet at February 29, 2024 was derived. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial information have been included and are of a normal recurring nature. The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the disclosure and reported amounts of assets and liabilities at the date of the condensed consolidated 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
Issued accounting standards not yet adopted
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which aims to improve disclosures about a public entity’s reportable segments. This update addresses requests from investors for more detailed information about a reportable segment’s expenses in order to improve understanding of a public entity’s business activities, overall performance, and potential future cash flows. The amendments in this ASU include a requirement for public business entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and are included within each reported measure of segment profit or loss. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years starting after December 15, 2024. This ASU must be applied retrospectively to all prior periods presented. Management expects the adoption of the pronouncement will result in additional segment disclosures in its Consolidated Financial Statements for fiscal year 2025.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in a public entity’s income tax rate reconciliation table and other disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024 (fiscal 2026 for the Company), but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is assessing the effect of this update on its Consolidated Financial Statements and related disclosures.
Proposed accounting standards
In July 2023, the FASB issued Proposed ASU No. 2023-ED500, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which aims to provide investors with more useful information about an entity’s expenses by improving disclosures on income statement expenses. The amendments in this Proposed ASU would require public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. The Company is evaluating this proposed accounting standard.
2. Revenue
Nature of Revenues
Substantially all of the Company’s revenue is derived from the sale of commercial printing products in the continental United States of America and is primarily recognized at a point in time in an amount that reflects the consideration the Company expects to be provided in exchange for those goods. Revenue from the sale of commercial printing products, including shipping and handling fees
9
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2024
(unaudited)
billed to customers, is recognized upon the transfer of control to the customer, which is generally upon shipment to the customer when the terms of the sale are freight on board ("FOB") shipping point, or, to a lesser extent, upon delivery to the customer if the terms of the sale are FOB destination. Net sales represent gross sales invoiced to customers, less certain related charges, including sales tax, discounts, returns and other allowances. Returns, discounts and other allowances have historically been insignificant.
In a small number of cases and upon customer request, the Company prints and stores commercial printing product for customer specified future delivery, generally within the same year as the product is manufactured. In this case, revenue is recognized upon the transfer of control when manufacturing is complete and title and risk of ownership is passed to the customer. Storage revenue for certain customers may be recognized over time rather than at a point in time. As of the date of this report, the amount of storage revenue is not significant to the Company’s condensed consolidated financial statements. The output method for measure of progress is determined to be appropriate. The Company recognizes storage revenue in the amount for which it has the right to invoice for revenue that is recognized over time and for which it demonstrates that the invoiced amount corresponds directly with the value to the customer for the performance completed to date.
The Company does not disaggregate revenue and operates in one sales category consisting of commercial printed product revenue, which is reported as net sales on the condensed consolidated statements of operations. The Company does not have material contract assets and contract liabilities as of May 31, 2024.
Significant Judgments
Generally, the Company’s contracts with customers are comprised of a written quote and customer purchase order or statement of work, and governed by the Company’s trade terms and conditions. In certain instances, it may be further supplemented by separate pricing agreements and customer incentive arrangements, which typically only affect the contract’s transaction price. Contracts do not contain a significant financing component as payment terms on invoiced amounts are typically between
From time to time, the Company may offer incentives to its customers considered to be variable consideration including volume-based rebates or early payment discounts. Customer incentives considered to be variable consideration are recorded as a reduction to revenue as part of the transaction price at contract inception when there is a basis to reasonably estimate the amount of the incentive and only to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Customer incentives are allocated entirely to the single performance obligation of transferring printed product to the customer and are not considered material.
For customers with terms of FOB shipping point, the Company accounts for shipping and handling activities performed after the control of the printed product has been transferred to the customer as a fulfillment cost. The Company accrues for the costs of shipping and handling activities if revenue is recognized before contractually agreed shipping and handling activities occur.
10
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2024
(unaudited)
3. Short-term Investments and Fair Value Measurements
Short-term investments are securities with original maturities of greater than three months but less than twelve months and are comprised of U.S. Treasury Bills. The Company determines the classification of these securities as trading, available for sale or held to maturity at the time of purchase and re-evaluates these determinations at each balance sheet date. The Company's short-term investments are classified as held-to-maturity for the period presented as it has the positive intent and ability to hold these investments to maturity. The Company's held-to-maturity investments are stated at amortized cost with a zero credit loss allowance because the probability of default is virtually zero due to the high credit rating, long history of no credit losses and the widely recognized risk free nature of these investments.
Amortized cost and estimated fair value of investment securities classified as held-to-maturity were as follows at May 31, 2024 and February 29, 2024 (in thousands):
|
|
|
|
Gross |
|
Gross |
|
|
|
|
Cost or |
|
Unrealized |
|
Unrealized |
|
Estimated |
|
|
Amortized |
|
Holding |
|
Holding |
|
Fair |
|
|
Cost |
|
Gains |
|
Losses |
|
Value |
May 31, 2024 |
|
|
|
|
|
|
|
|
Investment securities due in less than one year |
|
$ |
|
$ |
|
$ |
|
$ |
|
|
|
|
|
|
|
|
|
February 29, 2024 |
|
|
|
|
|
|
|
|
Investment securities due in less than one year |
|
$ |
|
$ |
|
$ |
|
$ |
The Company’s short-term investments in investment securities are Level 1 fair value measure. The Company did not hold any Level 2 or 3 financial assets or liabilities measured at fair value on a recurring basis. There were no transfers between levels during the three months ended May 31, 2024.
4. Accounts Receivable and Allowance for Credit Losses
Accounts receivable are reduced by an allowance for an estimate of amounts that are uncollectible. Substantially all of the Company’s receivables are due from customers in North America. The Company extends credit to its customers based upon its evaluation of the following factors: (i) the customer’s financial condition, (ii) the amount of credit the customer requests, and (iii) the customer’s actual payment history (which includes disputed invoice resolution). The Company does not typically require its customers to post a deposit or supply collateral. The Company’s allowance for credit losses 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 management’s expectations.
The following table presents the activity in the Company’s allowance for credit losses (in thousands):
|
|
Three months ended |
||
|
|
May 31, |
||
|
|
2024 |
|
2023 |
Balance at beginning of period |
|
$ |
|
$ |
Bad debt expense, net of recoveries |
|
|
||
Accounts written off |
|
( |
|
( |
Balance at end of period |
|
$ |
|
$ |
11
The following table summarizes the components of accounts receivables as of the dates indicated (in thousands):
|
|
May 31, |
|
February 29, |
|
|
2024 |
|
2024 |
Trade Receivables, net of allowance for credit losses |
|
$ |
|
$ |
Vendor Rebates |
|
|
||
Notes Receivable |
|
|
||
|
|
$ |
|
$ |
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2024
(unaudited)
5. Inventories
With the exception of approximately
The following table summarizes the components of inventories at the different stages of production as of the dates indicated (in thousands):
|
|
May 31, |
|
|
February 29, |
|
||
|
|
2024 |
|
|
2024 |
|
||
Raw material |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
6. Acquisitions
The Company applies the acquisition method of accounting for business combinations. Under the acquisition method, the acquiring entity in a business combination recognizes
Acquisition of Eagle Graphics and Diamond Graphics
On October 11, 2023, the Company acquired the assets and business of Eagle Graphics, Inc. ("Eagle"), which is based in Annville, Pennsylvania, and Diamond Graphics, Inc. ("Diamond"), which is based in Bensalem, Pennsylvania, for approximately $
12
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2024
(unaudited)
The following table summarizes the Company's purchase price allocation for Eagle and Diamond as of the acquisition date (in thousands):
Accounts receivable |
|
$ |
Inventories |
|
|
Property, plant and equipment |
|
|
Goodwill and intangibles |
|
|
Accounts payable and accrued liabilities |
|
( |
Acquisition price |
|
$ |
Acquisition of UMC Print
On June 2, 2023, the Company acquired the assets and business of UMC Print ("UMC"), which is based in Overland Park, Kansas, for approximately $
The following table summarizes the Company's purchase price allocation for UMC as of the acquisition date (in thousands):
Cash |
|
$ |
Accounts receivable |
|
|
Inventories |
|
|
Property, plant and equipment |
|
|
Goodwill and intangibles |
|
|
Accounts payable and accrued liabilities |
|
( |
Acquisition price |
|
$ |
Acquisition of Stylecraft Printing
On May 23, 2023, the Company acquired the real estate and operations of Stylecraft Printing Company ("Stylecraft"), which is based in Canton, Michigan, for $
13
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2024
(unaudited)
Stylecraft expands the Company's product lines and footprint specializing in business forms, integrated products and commercial printing.
The following table summarizes the Company's purchase price allocation for Stylecraft as of the acquisition date (in thousands):
Accounts receivable |
|
$ |
Inventories |
|
|
Right-of-use asset |
|
|
Property, plant and equipment |
|
|
Goodwill and intangibles |
|
|
Operating lease liability |
|
( |
Accounts payable and accrued liabilities |
|
( |
Acquisition price |
|
$ |
The results of operations for Stylecraft, UMC and Eagle are included in the Company’s consolidated financial statements from the respective dates of acquisition. The following table sets forth certain operating information on a pro forma basis as though each acquisition had occurred as of the beginning of the comparable prior period (that is, March 1, 2023).
|
|
Three months ended |
|
|
|||||
|
|
May 31, 2024 |
|
|
May 31, 2023 |
|
|
||
Pro forma net sales |
|
$ |
|
|
$ |
|
|
||
Pro forma net earnings |
|
|
|
|
|
|
|
||
Pro forma earnings per share - diluted |
|
$ |
|
|
$ |
|
|
||
The pro forma results are not necessarily indicative of what would have occurred if the acquisitions had been in effect for the full duration of the comparative periods presented.
7. Leases
Operating lease expense is recognized on a straight-line basis over the lease term, and variable lease payments are expensed as incurred. The Company had
The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and directs the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment.
Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. To determine the present value of lease payments not yet paid, the Company estimates incremental borrowing rates based on the information available at lease commencement date, as rates are not implicitly stated in most leases.
14
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2024
(unaudited)
Components of lease expense for the three months ended May 31, 2024 and May 31, 2023 were as follows (in thousands):
|
|
Three months ended |
|
|||||
|
|
May 31, 2024 |
|
|
May 31, 2023 |
|
||
Operating lease cost |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental cash flow information related to leases was as follows: |
|
|
|
|
|
|
||
Cash paid for amounts included in the measurement of lease liabilities |
|
|
|
|
|
|
||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease obligations |
|
|
|
|
|
|
||
Operating leases |
|
$ |
|
|
$ |
|
||
Weighted Average Remaining Lease Terms |
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
||||
|
|
|
|
|
|
|
||
Weighted Average Discount Rate |
|
|
|
|
|
|
||
Operating leases |
|
|
% |
|
|
% |
||
Future minimum lease commitments under non-cancelable operating leases for each of the fiscal years ending are as follows (in thousands):
|
|
Operating |
|
|
|
|
Lease |
|
|
|
|
Commitments |
|
|
2025 (remaining 9 months) |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Total future minimum lease payments |
|
$ |
|
|
Less imputed interest |
|
|
|
|
Present value of lease liabilities |
|
$ |
|
|
8. Goodwill and 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 other intangible assets are tested for impairment at a reporting unit level. The annual impairment test of goodwill and intangible assets is performed as of December 1 of each fiscal year.
The Company uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit exceeds its carrying amount, including goodwill. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, overall financial performance of the business, and performance of the share price of the Company.
If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a one-step approach is applied in making an evaluation. The evaluation utilizes multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates. If the evaluation results in the fair value of the goodwill for the reporting unit being lower than the carrying value, an impairment charge is recorded.
15
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2024
(unaudited)
Definite-lived intangible assets are amortized over their estimated useful lives and tested for impairment if events or changes in circumstances indicate that the asset may be impaired.
The carrying amount and accumulated amortization of the Company’s intangible assets at each balance sheet date are as follows (in thousands):
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
||||
|
|
Average |
|
|
|
|
|
|
|
|
|
|
||||
|
|
Remaining |
|
|
Gross |
|
|
|
|
|
|
|
||||
|
|
Life |
|
|
Carrying |
|
|
Accumulated |
|
|
|
|
||||
As of May 31, 2024 |
|
(in years) |
|
|
Amount |
|
|
Amortization |
|
|
Net |
|
||||
Definite-lived intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trademarks and trade names |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Customer lists |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-compete |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Technology |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of February 29, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Definite-lived intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trademarks and trade names |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Customer lists |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-compete |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Technology |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Aggregate amortization expense was $
The Company’s estimated amortization expense for the current and next five fiscal years is as follows (in thousands):
2025 (remaining) |
|
$ |
|
|
2026 |
|
$ |
|
|
2027 |
|
$ |
|
|
2028 |
|
$ |
|
|
2029 |
|
$ |
|
|
2030 |
|
$ |
|
Changes in the net carrying amount of goodwill as of the dates indicated are as follows (in thousands):
Balance as of March 1, 2023 |
|
|
|
|
Goodwill acquired |
|
|
|
|
Balance as of February 29, 2024 |
|
|
|
|
Goodwill acquired |
|
|
|
|
Balance as of May 31, 2024 |
|
$ |
|
During fiscal year 2024, $
16
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2024
(unaudited)
9. Accrued Expenses
The following table summarizes the components of accrued expenses as of the dates indicated (in thousands):
|
|
May 31, |
|
|
February 29, |
|
||
|
|
2024 |
|
|
2024 |
|
||
Employee compensation and benefits |
|
$ |
|
|
$ |
|
||
Taxes other than income |
|
|
|
|
|
|
||
Accrued legal and professional fees |
|
|
|
|
|
|
||
Accrued utilities |
|
|
|
|
|
|
||
Accrued acquisition related obligations |
|
|
|
|
|
|
||
Income taxes payable |
|
|
|
|
|
|
||
Other accrued expenses |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
10. Credit Facility
As of May 31, 2024, the Company had $
11. Shareholders’ Equity
The Company’s board of directors (the "Board") has authorized the repurchase of the Company’s outstanding common stock through a stock repurchase program, which authorized amount is currently up to $
During the three-month period ended May 31, 2024, the Company repurchased
12. Stock Based Compensation
The Company grants stock options, restricted stock and restricted stock units ("RSUs") to key executives and managerial employees and non-employee directors. Prior to June 30, 2021, the Company had one stock incentive plan, the 2004 Long-Term Incentive Plan of Ennis, Inc., as amended and restated as of May 18, 2008 and was further amended on June 30, 2011 (the "Old Plan"). The Old Plan expired June 30, 2021 and all remaining unused shares expired. Subject to the affirmative vote of the shareholders, the Board adopted the 2021 Long-Term Incentive Plan of Ennis, Inc. (the "New Plan") on April 16, 2021 authorizing
The Company recognizes compensation expense for stock options and restricted stock grants based on the grant date fair value of the award for stock options, restricted stock grants and RSUs on a straight-line basis over the requisite service period. The estimated number of shares to be achieved for performance based RSUs is updated each reporting period. For the three months ended May 31,
17
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2024
(unaudited)
2024 and May 31, 2023, the Company included in selling, general and administrative expenses, compensation expense related to stock-based compensation of $
Stock Options
The Company had the following stock option activity for the three months ended May 31, 2024.
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
||||
|
|
|
|
|
Weighted |
|
|
Average |
|
|
Aggregate |
|
||||
|
|
Number |
|
|
Average |
|
|
Remaining |
|
|
Intrinsic |
|
||||
|
|
of Shares |
|
|
Exercise |
|
|
Contractual |
|
|
Value(a) |
|
||||
|
|
(exact quantity) |
|
|
Price |
|
|
Life (in years) |
|
|
(in thousands) |
|
||||
Outstanding at March 1, 2024 |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Terminated |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Exercised |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Outstanding at May 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at May 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
A summary of the status of the Company’s unvested stock options at May 31, 2024 and the changes during the three months ended May 31, 2024 are presented below:
|
|
|
|
Weighted |
|
|
|
|
Average |
|
|
Number |
|
Grant Date |
|
|
of Options |
|
Fair Value |
Unvested at March 1, 2024 |
|
|
||
New grants |
|
|
||
Vested |
|
( |
|
|
Forfeited |
|
— |
|
— |
Unvested at May 31, 2024 |
|
|
As of May 31, 2024, there was $
Restricted Stock
The following activity occurred with respect to the Company’s restricted stock awards for the three months ended May 31, 2024:
|
|
|
|
Weighted |
|
||
|
|
|
|
Average |
|
||
|
Number of |
|
|
Grant Date |
|
||
|
Shares |
|
|
Fair Value |
|
||
Outstanding at March 1, 2024 |
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
||
Terminated |
|
|
|
|
|
||
Vested |
|
( |
) |
|
|
|
|
Outstanding at May 31, 2024 |
|
|
|
$ |
|
||
As of May 31, 2024, the total remaining unrecognized compensation cost related to unvested restricted stock was approximately $
Restricted Stock Units
During the three months ended May 31, 2024,
18
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2024
(unaudited)
receive more or less shares than targeted depending on actual financial performance of the Company. The award will be based on the Company’s return on equity, EBITDA and adjusted for the Company’s Relative Shareholder Return as measured against a defined peer group.
The following activity occurred with respect to the Company’s restricted stock units for the three months ended May 31, 2024:
|
Time-based |
|
|
Performance-based |
|
||||||||||
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
||||
|
|
|
|
Average |
|
|
|
|
|
Average |
|
||||
|
Number of |
|
|
Grant Date |
|
|
Number of |
|
|
Grant Date |
|
||||
|
Shares |
|
|
Fair Value |
|
|
Shares |
|
|
Fair Value |
|
||||
Outstanding at March 1, 2024 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted (1) |
|
|
|
|
|
|
|
|
|
|
|
||||
Change due to performance achievement |
|
|
|
|
|
|
|
|
|
|
|
||||
Terminated |
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Outstanding at May 31, 2024 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
(1)
As of May 31, 2024, the total remaining unrecognized compensation cost of time-based RSUs was approximately $
13. Pension Plan
The Company and certain subsidiaries have a noncontributory defined benefit retirement plan (the "Pension Plan"), covering approximately
Pension expense is composed of the following components included in cost of goods sold and selling, general, and administrative expenses in the Company’s consolidated statements of earnings (in thousands):
|
|
Three months ended |
|
|||||
|
|
May 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Components of net periodic benefit cost |
|
|
|
|
|
|
||
Service cost |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|||
return on plan assets |
|
|
( |
) |
|
|
( |
) |
Amortization of: |
|
|
|
|
|
|
||
net loss |
|
|
|
|
|
|
||
Net periodic benefit cost |
|
$ |
|
|
$ |
|
||
The Company is required to make contributions to the Pension Plan. These contributions are required under the minimum funding requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). The assumptions used to calculate the pension funding deficit are different from the assumptions used to determine the net pension obligation for purposes of our condensed consolidated financial statements. Due to the enactment of the American Rescue Plan ("ARP") Act of 2021, plan sponsors can calculate the discount rate used to measure the Pension Plan liability using a
19
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2024
(unaudited)
Assuming a stable funding status, the Company would expect to make a cash contribution to the Pension Plan of between $
14. 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, performance-based RSUs or other contracts to issue common shares were exercised or converted into common stock. This is calculated using the treasury stock method.
The following table sets forth the computation for basic and diluted earnings per share for the periods indicated:
|
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Three months ended |
|
|||||
|
|
May 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Basic weighted average common shares outstanding |
|
|
|
|
|
|
||
Effect of dilutive stock options, restricted stock, time-based RSUs and performance-based RSUs |
|
|
|
|
|
|
||
Diluted weighted average common shares outstanding |
|
|
|
|
|
|
||
Earnings per share |
|
|
|
|
|
|
||
Net earnings - basic |
|
$ |
|
|
$ |
|
||
Net earnings - diluted |
|
$ |
|
|
$ |
|
||
Cash dividends per share |
|
$ |
|
|
$ |
|
||
The Company treats unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings per share. Our unvested restricted shares participate on an equal basis with common shares; therefore, there is
15. Concentrations of Risk
Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash and trade receivables. Cash is placed with high-credit quality financial institutions. For the purposes of the condensed consolidated statements of cash flows, the Company considers cash to include cash on hand and in bank accounts. The Federal Deposit Insurance Corporation insures accounts up to $
The Company believes its credit risk with respect to trade receivables is limited due to industry and geographic diversification. As disclosed on the condensed consolidated balance sheets, the Company maintains an allowance for credit losses to cover the Company’s estimate of credit losses associated with accounts receivable.
The Company, for quality and pricing reasons, purchases its paper products from a limited number of suppliers. While other sources may be available to the Company to purchase these products, they may not be available at the cost or at the quality the Company has come to expect.
20
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2024
(unaudited)
16. Related Party Transactions
The Company leases a facility and sells product to an entity controlled by a member of the Board. The total right-of-use asset and related lease liability as of May 31, 2024 was $
17. Income Taxes
The Company is subject to U.S. federal income tax as well as income taxes of multiple state jurisdictions. The quarterly income tax provision was computed based on our estimated annualized effective tax rate and the full-year forecasted income or loss plus the tax impact of unusual, infrequent, or nonrecurring significant items during the period.
Our effective tax rate for the three months ended May 31, 2024 and 2023 was
18. Other Contingencies
We are subject to a variety of claims and suits that arise from time to time in the ordinary course of our business. Although management currently believes that resolving claims against us, individually or in the aggregate, will not have a material adverse impact in our consolidated financial statements, these matters are subject to inherent uncertainties and management's view of these matters may change in the future.
19. Subsequent Events
On
On June 25, 2024, the Company acquired the assets of Printing Technologies, Inc. and Paper Solutions, Inc. in Indianapolis, Indiana for approximately $
21
ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED MAY 31, 2024
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read together with the unaudited consolidated financial statements and related notes of Ennis, Inc. (collectively with its subsidiaries, the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our”), included in Part 1, Item 1 of this report, and with the audited consolidated financial statements and the related notes of the Company included in our Annual Report on Form 10-K for the fiscal year ended February 29, 2024.
All of the statements in this report, other than historical facts, are forward-looking statements, including, without limitation, the statements made in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. The words “could,” “should,” “feel,” “anticipate,” “aim,” “preliminary,” “expect,” “believe,” “estimate,” “intend,” “intent,” “plan,” “will,” “foresee,” “project,” “forecast,” or the negative thereof or variations thereon, and similar expressions identify forward-looking statements.
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for these forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that forward-looking statements are subject to known and unknown risks, uncertainties and other factors relating to its operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. These known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements.
These statements reflect the current views and assumptions of management with respect to future events. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, even though its situation and circumstances may change in the future. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. The inclusion of any statement in this report does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
We believe these forward-looking statements are based upon reasonable assumptions. All such statements involve risks and uncertainties, and as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including but not limited to: general economic, business and labor conditions and the potential adverse effects of potential recessionary concerns, inflationary issues and supply chain disruptions and the potential impact on our operations; our ability to implement our strategic initiatives and control our operational costs; dependence on a limited number of key suppliers; our ability to recover the rising cost of raw materials and other costs (including energy, freight, labor and benefit costs) in markets that are highly price competitive and volatile; uninsured losses, including those from natural disasters, catastrophes, pandemics, theft, sabotage; the impact of the novel coronavirus COVID-19 pandemic or future pandemics on the U.S. and local economies, our business operations, our workforce, our supply chain and our customer base; our ability to timely or adequately respond to technological changes in the industry; cybersecurity risks, the impact of the internet and other electronic media on the demand for forms and printed materials; the impact of foreign competition, tariffs, trade regulations and import restrictions; customer credit risk; competitors’ pricing strategies; a decline in business volume and profitability could result in an impairment in our reported goodwill negatively impacting our operational results; our ability to retain key management personnel; our ability to identify, manage or integrate acquisitions.; In addition to the factors indicated above, you should carefully consider the risks described in and incorporated by reference herein and in the risk factors in our Annual Report on Form 10-K for the fiscal year ended February 29, 2024 before making an investment in our common stock.
Overview
Ennis, Inc. (formerly Ennis Business Forms, Inc.) (collectively with its subsidiaries, “the “Company,” “Registrant,” Ennis,” or “we,” “us,” or “our”) was organized under the laws of Texas in 1909. We and our subsidiaries print and manufacture a broad line of business forms and other business products. We distribute business products and forms throughout the United States primarily through independent distributors. This distributor channel encompasses independent print distributors, commercial printers, direct mail, fulfillment companies, payroll and accounts payable software companies, and advertising agencies, among others. We also sell products to many of our competitors to satisfy their customers’ needs.
22
ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED MAY 31, 2024
Business Overview
Our management believes we are the largest provider of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders to independent distributors in the United States.
We are in the business of manufacturing, designing, and selling business forms and other printed business products primarily to distributors located in the United States. As of May 31, 2024, we operate 57 manufacturing plants throughout the United States in 19 strategically located states as one reportable segment. Approximately 96% of the business products we manufacture are custom and semi-custom products, constructed in a wide variety of sizes, colors, number of parts, and quantities on an individual job basis, depending upon the customers’ specifications.
The products we sell 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®, 360º Custom LabelsSM, ColorWorx®, Enfusion®, Uncompromised Check Solutions®, VersaSeal®, Ad ConceptsSM, FormSource LimitedSM, Star Award Ribbon Company®, Witt Printing®, B&D Litho®, Genforms®, PrintGraphics®, Calibrated Forms®, PrintXcel®, Printegra®, Forms ManufacturersSM, Mutual Graphics®, TRI-C Business FormsSM, Major Business SystemsSM, Independent PrintingSM, Hoosier Data Forms®, Hayes Graphics®, Wright Business GraphicsSM, Wright 360SM, Integrated Print & GraphicsSM, the Flesh CompanySM, Impressions DirectSM, AmeriPrintSM; StylecraftSM, UMC PrintSM; Eagle GraphicsSM and Diamond GraphicsSM. We also sell the Adams McClure® brand (which provides Point of Purchase advertising); the Admore®, Folder Express®, and Independent Folders® brands (which provide presentation folders and document folders); Ennis Tag & LabelSM (which provides custom printed, high performance labels and custom and stock tags); Allen-Bailey Tag & LabelSM, Atlas Tag & Label®, Kay Toledo Tag®, and Special Service Partners® (SSP) (which provides custom and stock tags and labels); Trade Envelopes®, Block Graphics®, Wisco®, and National Imprint Corporation® (which provide custom and imprinted envelopes) and Northstar® and General Financial Supply® (which provide financial and security documents); InfosealSM and PrintXcel® (which provide custom and stock pressure seal documents). School Photo Marketing is a one-stop shop for over 1,400 school portrait photographers and professional photo labs nationwide, providing them with a complete array of products and services that reach over 15 million families and 30,000 schools, primarily in the K-8 market. We sell predominantly through independent distributors, as well as to many of our competitors. Northstar Computer Forms, Inc., one of our wholly-owned subsidiaries, also sells direct to a small number of customers, generally large banking organizations (where a distributor is not acceptable or available to the end-user). Adams McClure, LP, a wholly-owned subsidiary, also sells direct to a small number of customers, where sales are generally through advertising agencies.
The printing industry generally sells its products either predominantly to end users, a market dominated by a few large manufacturers, such as R.R. Donnelley and Taylor Corporation, or, like the Company, through a variety of independent distributors and distributor groups. While it is not possible, because of the lack of adequate public statistical information, to determine the Company’s share of the total business products market, management believes the Company is the largest producer of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders in the United States distributing primarily through independent distributors.
There are a number of competitors that operate in this segment. We believe our strategic locations and buying power permit us to compete on a favorable basis within the distributor market on factors such as service, quality and price.
Our products are sold throughout the United States primarily by independent distributors, including business forms distributors, resellers, direct mail, commercial printers, software companies, and advertising agencies.
Raw materials principally consist of a wide variety of weights, widths, colors, sizes, and qualities of paper for business products purchased primarily from one major supplier at favorable prices based on the volume of business.
Business products usage in the printing industry is generally not seasonal. General economic conditions and contraction of the traditional business forms industry are the predominant factors in quarterly volume fluctuations.
Our Business Challenges
Our industry is currently experiencing consolidation of traditional supply channels, product obsolescence, paper supplier capacity adjustments, and increased pricing and potential supply allocations due to demand/supply curve imbalance. Technology advances have made electronic distribution of documents, internet hosting, digital printing and print-on-demand valid, cost-effective alternatives to traditional custom-printed documents and customer communications. Improved equipment has become more accessible to our
23
ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED MAY 31, 2024
competitors. We face highly competitive conditions throughout our supply chain in an already over-supplied, price-competitive print industry. The challenges of our business include the following:
Transformation of our portfolio of products – While traditional business documents are essential in order to conduct business, many are being replaced through the use of cheaper paper grades or imported paper, or devalued with advances in digital technologies, causing steady declines in demand for a portion of our current product line. Transforming our product offerings in order to continue to provide innovative, valuable solutions through lower labor and fixed charges to our customers on a proactive basis will require us to make investments in new and existing technology and to develop key strategic business relationships, such as print-on-demand services and product offerings that assist customers in their transition to digital business environments. In addition, we will continue to look for new market opportunities and niches through acquisitions, such as the addition of our envelope offerings, tag offerings, folder offerings, healthcare wristbands, specialty packaging, direct mail, pressure seal products, secure document solutions, innovative in-mold label offerings and long-run integrated products with high color web printing, which provide us with an opportunity for growth and differentiate us from our competition. The ability to make investments in new and existing technology and/or to acquire new market opportunities through acquisitions is dependent on the Company’s liquidity and operational results.
Production capacity and price competition within our industry – Industry supply of paper products is subject to fluctuation as changing industry conditions influence producers to idle or permanently close individual machines or mills, and/or convert them to different product lines, such as packaging to offset a decline in demand. Paper mill shipments were down across the board through the first half of 2023 as buyers worked through elevated inventories of their products. Producers responded to the sluggish demand conditions with heavy downtime rather than permanent closures keeping prices mostly stable. While our supply of paper in the first quarter of 2024 has remained stable, margins remain under pressure due to the resulting weak volumes and competitive pricing, we intend to continue to focus on effectively managing and controlling our product costs through the use of forecasting, production and costing models, as well as working closely with our domestic suppliers to reduce our procurement costs, in order to minimize effects on our operational results. In addition, we will continue to look for ways to reduce and leverage our fixed costs and focus on maintaining our margins.
Continued consolidation of our customers – Our customers are distributors, many of which are consolidating or are being acquired by competitors. We continue to maintain a majority of the business we have had with our customers historically, but it is possible that these consolidations and acquisitions, which we expect to continue in the future, ultimately will impact our margins and sales.
For further information, please see “Cautionary Statement Regarding Forward-Looking Statements,” above and “Risk Factors” contained within our Annual Report on Form 10-K for the fiscal year ended February 29, 2024.
Critical Accounting Estimates
Our Annual Report on Form 10-K for the year ended February 29, 2024, includes a description of certain critical accounting estimates, including those with respect to the pension plan, impairment assessments on goodwill and other intangible assets, allowance for credit losses and accounts receivable, and allowance for excess and obsolete inventories, which we believe are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates. During the quarter ended May 31, 2024, there have been no material changes to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended February 29, 2024.
Recent Accounting Pronouncements
See Note 1 of the accompanying unaudited condensed consolidated financial statements for a discussion of recent accounting guidance.
Results of Operations
The following discussion provides information which we believe is relevant to understanding our results of operations and financial condition. The discussion and analysis should be read in conjunction with the accompanying interim unaudited consolidated financial statements and notes included in this filing. The operating results of the Company for the three months ended May 31, 2024 and the comparative period for 2023 are set forth in the tables below.
24
ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED MAY 31, 2024
Consolidated Summary
Unaudited Consolidated Statements of |
|
Three Months Ended May 31, |
|
|||||||||||||
Operations - Data (in thousands) |
|
2024 |
|
|
2023 |
|
||||||||||
Net sales |
|
$ |
103,108 |
|
|
|
100.0 |
% |
|
$ |
111,294 |
|
|
|
100.0 |
% |
Cost of goods sold |
|
|
72,204 |
|
|
|
70.0 |
|
|
|
77,253 |
|
|
|
69.4 |
|
Gross profit margin |
|
|
30,904 |
|
|
|
30.0 |
|
|
|
34,041 |
|
|
|
30.6 |
|
Selling, general and administrative |
|
|
17,170 |
|
|
|
16.7 |
|
|
|
18,343 |
|
|
|
16.5 |
|
Loss from disposal of assets |
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Income from operations |
|
|
13,730 |
|
|
|
13.3 |
|
|
|
15,698 |
|
|
|
14.1 |
|
Other income |
|
|
1,011 |
|
|
|
1.0 |
|
|
|
462 |
|
|
|
0.4 |
|
Earnings before income taxes |
|
|
14,741 |
|
|
|
14.3 |
|
|
|
16,160 |
|
|
|
14.5 |
|
Provision for income taxes |
|
|
4,054 |
|
|
|
3.9 |
|
|
|
4,525 |
|
|
|
4.1 |
|
Net earnings |
|
$ |
10,687 |
|
|
|
10.4 |
% |
|
$ |
11,635 |
|
|
|
10.5 |
% |
Three months ended May 31, 2024 compared to three months ended May 31, 2023
Net Sales. Our net sales were $103.1 million for the quarter ended May 31, 2024, compared to $111.3 million for the same quarter in the prior year, a decrease of $8.2 million, or -7.4%. During the latter part of fiscal 2024, we experienced a weakened demand environment with increased competition on price, resulting in lower sales volume and revenues. Sales decreased $10.6 million due to weaker volume demand and was partially offset by an approximately $2.4 million increase in revenues generated from our recent acquisitions. While revenues were down versus the prior year, first quarter sales increased $5.7 million, or 5.8% from the sequential quarter ending February 29, 2024.
Cost of Goods Sold and Gross Profit Margin. As a result of decreased sales volume, our cost of goods sold decreased $5.1 million, or 6.6%, from $77.3 million for the three months ended May 31, 2023 to $72.2 million for the three months ended May 31, 2024. Our gross profit was $30.9 million or 30.0% of revenue for the quarter ended May 31, 2024 compared to $34.0 million or 30.6% of revenue for the same quarter in the prior year. Our gross profit margin for the quarter of 30.0% showed a 60 basis point increase from 29.4% in the immediately preceding quarter ending February 29, 2024. In the first quarter we completed the integration of our ERP system at two of our recent acquisitions and are beginning to see improved efficiencies and performance. This along with our disciplined cost management and pricing strategies contributed to our improved margins over the sequential quarter, despite continued pressure from soft market conditions and increased competition on price.
Selling, general, and administrative expense. For the three months ended May 31, 2024, our selling, general, and administrative ("SG&A") expenses were $17.2 million compared to $18.3 million for the three months ended May 31, 2023, a decrease of $1.1 million, or 6.0%. As a percentage of net sales, SG&A expenses for the current quarter remained relatively flat and were 16.7% and 16.5% for the three months ended May 31, 2024 and May 31, 2023, respectively.
Loss from disposal of assets. The $4,000 net loss from disposal of assets during the three-month period ended May 31, 2024 was primarily attributed to the sale of equipment.
Income from operations. Primarily due to factors described above, our income from operations for the three months ended May 31, 2024 was $13.7 million, or 13.3% of net sales, as compared to $15.7 million, or 14.1% of net sales, for the three months ended May 31, 2023. Income from operations increased on a sequential quarter basis by $0.8 million over the $12.9 million for the preceding quarter.
Other income (expense). Other income was $1.0 million for the three months ended May 31, 2024 compared to $0.5 million for the three months ended May 31, 2023. Our increase in income was primarily from an increase in interest income from higher interest rates in the current quarter, $1.4 million for the three months ended May 31, 2024 compared to $0.8 million for the three months ended May 31, 2023.
Provision for income taxes. Our effective tax rate was 27.5% and 28.0% for the three months ended May 31, 2024 and May 31, 2023, respectively. The slight decrease in our overall tax rate this period as compared to last period is due to a decrease in our overall expected state tax rate due to changes in state apportionment.
Net earnings. Net earnings, due to the factors above, were $10.7 million for the three months ended May 31, 2024 as compared to $11.6 million for the comparable quarter in the prior year. Net earnings were impacted by decreased revenues for the three months
25
ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED MAY 31, 2024
ended May 31, 2024 compared to the three months ended May 31, 2023. After-tax earnings per diluted share for the three months ended May 31, 2024 were $0.41, compared to $0.45 for the same quarter last year.
Liquidity and Capital Resources
We rely on our cash flows generated from operations to meet all cash requirements of our business. The primary cash requirements of our business are payments to vendors in the normal course of business, capital expenditures, compensation and benefits for employees and the payment of dividends to our shareholders. We believe that our current cash balance of $91.4 million at May 31, 2024, short-term investments of $32.3 million and anticipated cash flows from operations are expected to be similar to prior periods which should be adequate to cover the next twelve months and beyond of our operating and capital requirements. Our capital requirements are expected to be within our historical levels of between $3.0 million and $6.0 million.
|
|
May 31, |
|
|
February 29, |
|
||
(Dollars in thousands) |
|
2024 |
|
|
2024 |
|
||
Working capital |
|
$ |
174,345 |
|
|
$ |
167,581 |
|
Cash |
|
$ |
91,363 |
|
|
$ |
81,597 |
|
Short-term investments |
|
$ |
32,326 |
|
|
$ |
29,325 |
|
Working Capital. Our working capital increased $6.8 million or 4.0%, from $167.6 million at February 29, 2024 to $174.3 million at May 31, 2024. Our current ratio, calculated by dividing our current assets by our current liabilities, decreased from 6.0 to 1.0 at February 29, 2024 to 5.7 to 1.0 at May 31, 2024. Our increase in working capital primarily reflects the increase in cash and short-term investments, $12.8 million, offset by the decrease in accounts receivable, $3.3 million and the increase in our accounts payable and accrued expense, $3.7 million.
|
|
Three months ended May 31, |
|
|||||
(Dollars in thousands) |
|
2024 |
|
|
2023 |
|
||
Net cash provided by operating activities |
|
$ |
23,105 |
|
|
$ |
21,726 |
|
Net cash used in investing activities |
|
$ |
(5,052 |
) |
|
$ |
(7,129 |
) |
Net cash used in financing activities |
|
$ |
(8,287 |
) |
|
$ |
(6,459 |
) |
Cash flows from operating activities. Cash provided by operating activities was $23.1 million in the three months ended May 31, 2024 compared to $21.7 million in the comparative period ended May 31, 2023. A decrease in accounts receivable, net of accounts receivable from acquired business since the prior fiscal year end provided cash of $3.2 million in the current year three-month period, and $7.3 million in the comparable three-month period of the prior year. An increase in inventories used cash of $1.0 million in the three-month period ended May 31, 2024 and $0.4 million in the same period of 2023. An increase in accounts payable and accrued expenses provided cash of $3.3 million in the current year three-month period and a decrease in accounts payable and accrued expenses used cash of $2.8 million in the prior year comparable three-month period. The decrease in accounts receivable in the current period was primarily due to decreased sales. The increase in accounts payable and accrued expenses during the current period was primarily due to an increase in purchasing activities and inflationary pressures. We continue to monitor incoming orders and adjust raw material purchases accordingly.
Cash flows from investing activities. Cash used in investing activities was $5.0 million in the three months ended May 31, 2024 compared to $7.1 million in the three months ended May 31, 2023. Capital expenditures primarily of equipment was $2.5 million and $2.1 million for the three months ended May 31, 2024 and May 31, 2023, respectively. In the three months ended May 31, 2023, $5.0 million was used to acquire businesses. During the current period, we purchased approximately $10.1 million of U.S. government treasury bills, which was partially offset by $7.5 million in matured treasury bills.
Cash flows from financing activities. We used $1.8 million more cash in financing activities during the three months ended May 31, 2024 compared to the same period in the prior year. The increase in cash used during the three months ended May 31, 2024 resulted from $1.8 million common stock repurchased under our stock repurchase program in the three months ended May 31, 2024.
Credit Facility – As of May 31, 2024, we had $0.3 million outstanding under a standby letter of credit arrangement secured by a cash collateral bank account. It is anticipated that our cash, short-term investments and funds from operating cash flows will be sufficient to fund anticipated future expenditures, including acquisitions.
26
ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED MAY 31, 2024
Pension Plan – The funded status of our Pension Plan is dependent on many factors, including returns on invested assets, the level of market interest rates and the level of funding. Assuming a stable funding status, we would expect that future required contributions would be between $1.0 million and $3.0 million per year. As our pension assets are invested in marketable securities, changes in actual investment returns or in discount rates could change funding status and requirements significantly. We made a contribution of $1.2 million to our Pension Plan in fiscal year 2024 and anticipate making a required contribution of approximately $1.2 million prior to the end of the current fiscal year. At May 31, 2024, we had a funded pension asset of $0.1 million.
Inventories – We believe our inventory levels are sufficient to satisfy our customer demands and we anticipate having adequate sources of raw materials to meet future business requirements. We have long-term contracts in effect with paper suppliers that govern prices, but do not require minimum purchase commitments. Certain of our rebate programs do, however, require minimum purchase volumes. Management anticipates meeting the required volumes.
Capital Expenditures – We continue to make capital expenditures for operational maintenance purposes, as may be required. Additionally, we will carefully review and make capital expenditures for additional equipment to the extent such additions make economic sense by improving our operations and not jeopardizing our strong liquidity position. We expect our capital requirements for our current fiscal year, exclusive of capital required for possible acquisitions, will be within our historical levels of between $3.0 million and $6.0 million. For the three months ended May 31, 2024, we spent approximately $2.5 million on capital expenditures that was funded out of our cash balance. We expect to generate sufficient cash flows from our operating activities to cover our operating and other normal capital requirements for the foreseeable future.
Contractual Obligations – There have been no significant changes in our contractual obligations since February 29, 2024 that have, or are reasonably likely to have, a material impact on our results of operations or financial condition. We do not have off-balance sheet arrangements or special-purpose entities.
27
ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED MAY 31, 2024
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
Interest Rates
From time to time, we are exposed to interest rate risk on short-term and long-term financial instruments carrying variable interest rates. We may from time to time utilize interest rate swaps to manage overall borrowing costs and reduce exposure to adverse fluctuations in interest rates. We do not use derivative instruments for trading purposes. While we had no outstanding debt at May 31, 2024, we will be exposed to interest rate risk if we borrow in the future.
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. We maintain “disclosure controls and procedures” as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosures. Our controls and procedures are tested and evaluated at regular intervals to confirm that they are adequate and followed by our personnel to prevent misstatement of the Company’s financial statements. 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. Our management, with the participation of our Chairman of the Board, President and Chief Executive Officer (“CEO”) and Chief Financial Officer and Treasurer (“CFO”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as 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 on Form 10-Q. Based on that evaluation, our CEO and CFO have concluded that, as of May 31, 2024, our disclosure controls and procedures are effective to provide reasonable assurance that information relating to us (including our consolidated subsidiaries), which is required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
There have been no changes in our internal control over financial reporting (as defined in Rule 13a–15(f) or Rule 15d–15(f) of the Exchange Act) that occurred during the three months ended May 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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 results of operations.
In October 2023, Crabar/GBF, Inc., a subsidiary of Ennis, was awarded $5.8 million in actual damages, exemplary damages and attorney’s fees in a case against Wright Printing Company, its owner Mark Wright, and CEO Mardra Sikora. Given the defendants’ pending appeal, we have not yet recognized the proceeds from the judgment in the accompanying condensed consolidated financial statements as of May 31, 2024. In addition, the defendants have posted cash bonds that total approximately $5.1 million, which should be recoverable by the Company if defendants’ appeal is unsuccessful.
Item 1A. Risk Factors
There have been no material changes in our Risk Factors as previously discussed in our Annual Report on Form 10-K for the year ended February 29, 2024.
28
ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED MAY 31, 2024
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
At its July 14, 2022 meeting, the Ennis, Inc. Board of Directors authorized an additional $20 million in funding for the Company’s share repurchase program that was first implemented in 2008. With this latest funding authorization, the cumulative funds authorized for share repurchases totals $60 million. Under the repurchase program, purchases may be made from time to time in the open market or through privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such purchases, if any, will be made in accordance with applicable insider trading rules and other securities laws and regulations. These repurchases may be commenced or suspended at any time or from time to time without prior notice.
During the three months ended May 31, 2024, the Company repurchased 91,883 shares of common stock under the program at an average price of $19.79. Since the program’s inception in October 2008, there have been 2,334,344 common shares repurchased at an average price of $16.47 per share. As of May 31, 2024, $21.5 million remained available to repurchase shares of the Company’s common stock under the program.
Items 3, 4 and 5 are not applicable and have been omitted
Item 6. Exhibits
The following exhibits are filed as part of this report.
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Description |
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Exhibit 3.1(a) |
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Exhibit 3.1(b) |
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Exhibit 3.2 |
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Exhibit 31.1 |
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Certification Pursuant to Rule 13a-14(a) of Chief Executive Officer.* |
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Exhibit 31.2 |
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Certification Pursuant to Rule 13a-14(a) of Chief Financial Officer.* |
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Exhibit 32.1 |
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Exhibit 32.2 |
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Exhibit 101 |
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The following information from Ennis, Inc.’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2024, filed on June 26, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.* |
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Exhibit 104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith
** Furnished herewith
29
ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED MAY 31, 2024
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.
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ENNIS, INC. |
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Date: June 26, 2024 |
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/s/ Keith S. Walters |
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Keith S. Walters |
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Chairman, Chief Executive Officer and President |
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Date: June 26, 2024 |
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/s/ Vera Burnett |
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Vera Burnett |
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Chief Financial Officer, Treasurer and |
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Principal Financial and Accounting Officer |
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