e10vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended February 28, 2007
Commission File Number 1-5807
ENNIS, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Texas
|
|
75-0256410 |
|
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.) |
|
|
|
2441 Presidential Pkwy., Midlothian, Texas
|
|
76065 |
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip code) |
(Registrants Telephone Number, Including Area Code) (972) 775-9801
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of each class
|
|
Name of each exchange on which registered |
|
|
|
Common Stock, par value $2.50 per share
|
|
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the Registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
The aggregate market value of voting stock held by non-affiliates of the Registrant as of
August 31, 2006 was approximately $518 million. Shares of voting stock held by executive officers,
directors and holders of more than 10% of the outstanding voting stock have been excluded from this
calculation because such persons may be deemed to be affiliates. Exclusion of such shares should
not be construed to indicate that any of such persons possesses the power, direct or indirect, to
control the Registrant, or that any such person is controlled by or under common control with the
Registrant.
The number of shares of the Registrants Common Stock, par value $2.50, outstanding at April
30, 2007 was 25,585,451.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants Proxy Statement for the 2007 Annual Meeting of Shareholders are
incorporated by reference into Part III of this Report.
ENNIS, INC. AND SUBSIDIARIES
FORM 10-K
FOR THE PERIOD ENDED FEBRUARY 28, 2007
TABLE OF CONTENTS
2
PART I
ITEM 1. BUSINESS
Overview
Ennis, Inc. (formerly Ennis Business Forms, Inc.) was organized under the laws of Texas in
1909. Ennis, Inc. and its subsidiaries (collectively known as the Company, Registrant, Ennis,
we, us, or our) print and manufacture a broad line of business forms and other business
products and also manufacture a line of activewear for distribution throughout North America.
Distribution of business products and forms throughout the United States and Canada is primarily
through independent dealers, and with respect to our activewear products, through sales
representatives. This distributor channel encompasses print distributors, stationers, quick
printers, computer software developers, activewear wholesalers, screen printers, and advertising
agencies, among others. The companys apparel business was acquired on November 19, 2004.
On August 8, 2006, we purchased the outstanding stock of Block Graphics, Inc. (Block), a
privately held company headquartered in Portland, Oregon for $14.8 million in cash. Block had
sales of approximately $38.6 million for the year ended December 31, 2005. The acquisition of
Block continues the strategy of growth in our print segment through related manufactured products
to further service our existing customer base. The acquisition added additional short-run print
products (snaps, continuous forms, and cut-sheet forms) as well as the production of envelopes, a
new product for the Company.
On March 31, 2006, we purchased all of the outstanding stock of Specialized Printed Forms,
Inc. (SPF), a privately held company headquartered in Caledonia, New York and the associated land
and buildings for $4.6 million in cash. SPF had sales of $9.2 million for the twelve month period
ended July 31, 2005. The acquisition of SPF continues the strategy of growth through related
manufactured products to further service our existing customer base. The acquisition added
additional short-run print products, long-run (jumbo rolls) products and solutions as well as
integrated labels and form/label combinations sold through the indirect sales (distributorship)
marketplace.
On January 3, 2006, we purchased the outstanding stock of Tennessee Business Forms, Inc.
(TBF), a privately held company located in Tullahoma, Tennessee, as well as the associated land
and buildings from a partnership which leased the facility to TBF. The purchase price of this
transaction was $1.2 million. TBF had sales of $2.2 million for the twelve month period ended
December 31, 2005. The acquisition of TBF continues the Ennis strategy of growth through
acquisition of complimentary manufactured products to further service our existing customer base.
The acquisition added additional short-run print products and solutions as well as integrated
labels and form/label combinations sold through the indirect sales (distributorship) marketplace.
In addition to the foregoing, we purchased: 1) all the outstanding stock of Alstyle Apparel
(Alstyle), an active-wear apparel company, on November 19, 2004, for approximately $246.0 million
(8,803,583 shares of Ennis Common Stock, plus $2.9 million in cash, plus debt assumed of
approximately $98.1 million), 2) Royal Business Forms, Inc. (Royal), a short-run print products
and solutions provider, on November 1, 2004, for approximately $3.7 million (178,000 shares of
Ennis Common Stock), and 3) Crabar/GBF, Inc. (Crabar), a high-quality medium and short-run print
products and solutions provider, on June 30, 2004, for
approximately $18.0 million ($6.5 million
in cash plus debt assumed of approximately $11.5 million).
Business Segment Overview
We operate in two business segments, the Print Segment and the Apparel Segment. For additional
financial information concerning segment reporting, please see note 14 of the notes to our
consolidated financial statements beginning on page F-26 included elsewhere herein, which
information is incorporated herein by reference.
Print Segment
The Print Segment, representing approximately 56%, 57%, and 85% of our consolidated net sales
for the fiscal years ended February 28, 2007, February 28, 2006, and February 28, 2005,
respectively, is in the business of manufacturing, designing and selling business forms and other
printed business products primarily to distributors
3
located in the United States. The Print Segment operates 39 manufacturing locations throughout
the United States in 16 strategically located domestic states. Approximately 96% of the business
products manufactured by the Print Segment are custom and semi-custom products, constructed in a
wide variety of sizes, colors, and quantities on an individual job basis depending upon the
customers specifications.
The products sold include snap sets, continuous forms, laser cut sheets, tags, labels,
envelopes, integrated products, jumbo rolls and pressure sensitive products in short, medium and
long runs under the following labels: Ennis®, Royal, Block, Specialized Printed Forms,
TBF/Avant-Garde, 360º Custom Labels, Enfusion, Witt Printing and Calibrated Forms. The Print
Segment also sells the Adams-McClure brand (which provides Point of Purchase advertising for large
franchise and fast food chains as well as kitting and fulfillment); the Admore® brand (which
provides presentation folders and document folders); Ennis Tag & Label (which provides tags and
labels, promotional products and advertising concept products); GenForms (which provides short-run
and long-run label production) and Northstar® and GFS (which provide financial and security
documents).
The Print Segment sells predominantly through private printers and independent distributors.
Northstar and GFS also sell to a small number of direct customers. Northstar has continued its
focus with large banking organizations on a direct basis (where a distributor is not acceptable or
available to the end-user) and has acquired several of the top 100 banks in the United States as
customers and is actively working on other large banks within the top 100 tier of banks in the
United States. Adams-McClure sales are generally provided through advertising agencies.
The printing industry generally sells its products in two ways. One market direction is to
sell predominately to end users, and is dominated by a few large manufacturers, such as Moore
Wallace (a subsidiary of R.R. Donnelly), Standard Register, and Cenveo. The other market direction,
which the Company primarily serves, sells forms and other business products through a variety of
independent distributors and distributor groups. While it is not possible, because of the lack of
adequate statistical information, to determine Ennis share of the total business products market,
management believes Ennis is one of the largest producers of business forms in the United States
distributing primarily through independent dealers, and that its business forms offering is more
diversified than that of most companies in the business forms industry.
There are a number of competitors that operate in this segment, ranging in size from single
employee-owner operations to multi-plant organizations, such as Cenveo and their resale brand known
as: PrintXcel, Discount Label and Printegra. We believe our strategic locations and buying power
permit us to compete on a favorable basis within the distributor market on competitive factors,
such as service, quality, and price.
Distribution of business forms and other business products throughout the United States is
primarily done through independent dealers, including business forms distributors, stationers,
printers, computer software developers, and advertising agencies.
Raw materials of the Print Segment principally consist of a wide variety of weights, widths,
colors, sizes, and qualities of paper for business products purchased from a number of major
suppliers at prevailing market prices.
Business products usage in the printing industry is generally not seasonal. General economic
conditions and contraction of the traditional business forms industry are the predominant factor in
quarterly volume fluctuations.
Apparel Segment
The Apparel Segment represented approximately 44%, 43%, and 15% of our consolidated net sales
for the fiscal years ended February 28, 2007, February 28, 2006, and February 28, 2005,
respectively. This segment operates under the name of Alstyle Apparel (Alstyle). Alstyle markets
high quality knit basic activewear (t-shirts, tank tops and fleece) across all market segments.
Approximately 95% of Alstyles revenues are derived from t-shirt sales, and 92% of those are
domestic sales. Alstyles branded product lines are AAA Alstyle Apparel & Activewear®, Gaziani®,
Diamond Star®, Murina®, A Classic, Tennessee River®, D Drive, and Hyland® Headware.
Alstyle is headquartered in Anaheim, California, where it knits domestic cotton yarn and some
polyester fibers into tubular material. The material is dyed at that facility and then shipped to
its plants in Ensenada or Hermosillo, Mexico, where it is cut and sewn into finished goods. Alstyle
also ships a small amount of their dyed and cut
4
product to El Salvador and Costa Rica for sewing. After sewing and packaging is completed,
product is shipped to one of Alstyles seven distribution centers located across the United States
and in Canada.
Alstyle utilizes a customer-focused internal sales team comprised of 20 sales representatives
assigned to specific geographic territories in the United States and Canada. Sales representatives
are allocated performance objectives for their respective territories and are provided financial
incentives for achievement of their target objectives. Sales representatives are responsible for
developing business with large accounts and spend approximately half their time in the field.
Alstyle employs a staff of customer service representatives that handle call-in orders from
smaller customers. Sales personnel sell directly to Alstyles customer base, which consists
primarily of screen printers, embellishers, retailers, and mass marketers.
A majority of Alstyles sales are to direct customer branded products, and the remainder
relates to private label and re-label programs. Generally, sales to screen printers and mass
marketers are driven by the availability of competitive products and price considerations, which
drive our requirements for inventory levels of our various products, while sales in the private
label business are characterized by slightly higher customer loyalty.
Alstyles most popular styles are produced based on demand management forecasts to permit
quick shipment and to level production schedules. Alstyle offers same-day shipping and uses third
party carriers to ship products to its customers.
Alstyles sales are seasonal, with sales in the first and second quarters generally being the
highest. The general apparel industry is characterized by rapid shifts in fashion, consumer demand
and competitive pressures, resulting in both price and demand volatility. However, the imprinted
activewear market that Alstyle sells to is generally event driven. Blank t-shirts can be thought
of as walking billboards promoting movies, concerts, sports teams, and image brands. Still, the
demand for any particular product varies from time to time based largely upon changes in consumer
preferences and general economic conditions affecting the apparel industry.
The products of the Apparel Segment are standardized shirts manufactured in a variety of sizes
and colors. The Apparel Segment operates six manufacturing facilities, one in California and five
in Mexico.
The apparel industry is comprised of numerous companies who manufacture and sell a wide range
of products. Alstyle is primarily involved in the activewear market and produces t-shirts, fleece
items, and outsources such products as hats, shorts, pants and other such activewear apparel from
China, Thailand, Pakistan, India, Indonesia, Russia, and other foreign sources to sell to its
customers through its sales representatives. Its primary competitors are Delta Apparel (Delta),
Russell, Hanes and Gildan Activewear (Gildan). While it is not possible to calculate precisely,
based on public information available, management believes that Alstyle is one of the top three
providers of blank t-shirts in North America. Alstyle competes with many branded and private label
manufacturers of knit apparel in the United States and Canada, some of which are larger in size and
have greater financial resources than Alstyle. Alstyle competes on the basis of price, quality,
service and delivery. Alstyles strategy is to provide the best value to its customers by
delivering a consistent, high-quality product at a competitive price. Alstyles competitive
disadvantage is that its brand name, Alstyle Apparel, is not as well known as the brand names of
its largest competitors, such as Gildan, Delta, Hanes and Russell.
Distribution of the Apparel Segments products is through Alstyles own staff of sales
representatives and regional distribution centers selling to local distributors who resell to
retailers, or directly to screen printers, embellishers, retailers and mass marketers.
Raw materials of the Apparel Segment principally consist of cotton and polyester yarn
purchased from a number of major suppliers at prevailing market prices, although we purchase more
than 70% of our cotton and yarn from one supplier. Reference is made to Risk Factors of this
Report.
Patents, Licenses, Franchises and Concessions
The Company does not have any significant patents, licenses, franchises, or concessions.
5
Intellectual Property
We market our products under a number of trademarks and tradenames. We have registered
trademarks in the United States for Ennis, A Alstyle Apparel, AA Alstyle Apparel & Activewear, AAA
Alstyle Apparel & Activewear, American Diamond, Classic by Alstyle Apparel, Diamond Star, Executive
by Alstyle, Gaziani, Gaziani Fashions, Hyland, Hyland Headwear by Alstyle, Murina, Tennessee River,
360º Custom Labels, Admore, CashManagementSupply.com, Securestar, Northstar, MICRLink, MICR
Connection, Ennisstores.com, General Financial Supply, Calibrated, Witt Printing, GenForms, Royal,
Crabar/GBF, Adams McClure, Advertising Concepts, ColorWorx, Star Award Ribbon, and variations of
these brands as well as other trademarks. We have similar trademark registrations internationally.
The protection of our trademarks is important to our business. We believe that our registered and
common law trademarks have significant value and these trademarks are instrumental to our ability
to create and sustain demand for our products.
Customers
No single customer accounts for as much as five percent of consolidated net sales.
Backlog
At February 28, 2007, the Companys backlog of orders believed to be firm was approximately
$18,658,000 as compared to approximately $19,482,000 at February 28, 2006.
Research and Development
While the Company continuously looks for new products to sell through its distribution
channel, there have been no material amounts spent on research and development in the fiscal year
ended February 28, 2007.
Environment
We are subject to various federal, state, and local environment laws and regulations
concerning, among other things, wastewater discharges, air emissions and solid waste disposal. Our
manufacturing processes do not emit substantial foreign substances into the environment. We do not
believe that our compliance with federal, state, or local statutes or regulations relating to the
protection of the environment has any material effect upon capital expenditures, earnings or our
competitive position. There can be no assurance, however, that future changes in federal, state, or
local regulations, interpretations of existing regulations or the discovery of currently unknown
problems or conditions will not require substantial additional expenditures. Similarly, the extent
of our liability, if any, for past failures to comply with laws, regulations, and permits
applicable to our operations cannot be determined.
Employees
At February 28, 2007, the Company had approximately 6,383 employees. Approximately 3,139 of
the employees are in Mexico and approximately 25 employees are in Canada. Of the USA employees,
approximately 449 were represented by three unions, under seven separate contracts expiring at
various times. Of the employees in Mexico, two unions represent substantially all employees with
contracts expiring at various times.
Available Information
The Company makes its annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act of 1934 available free of charge under the Investors
Relations page on its website, www.ennis.com, as soon as reasonably practicable after such reports
are electronically filed with, or furnished to, the Securities and Exchange Commission (SEC).
The Companys SEC filings are also available through the
SECs website, www.sec.gov. In addition,
the public may read and copy any materials we file with the SEC at the SECs Public Reference Room
at 450 Fifth Street, NW., Washington, DC 20549. Information regarding the operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.
6
ITEM 1A. RISK FACTORS
You should carefully consider the risks described below, as well as the other information
included or incorporated by reference in this Annual Report on Form 10-K, before making an
investment in the Companys common stock. The risks described below are not the only ones we face
in our business. Additional risks and uncertainties not presently known to us or that we currently
believe to be immaterial may also impair our business operations. If any of the following risks
occur, our business, financial condition or operating results could be materially harmed. In such
an event, our common stock could decline in price and you may lose all or part of your investment.
We may be required to write down goodwill and other intangible assets in the future, which could
cause our financial condition and results of operations to be negatively affected in the future.
When we
acquire a business, a portion of the purchase price of the acquisition may be
allocated to goodwill and other identifiable intangible assets. The amount of the purchase price
allocated to goodwill and other intangible assets is the excess of the purchase price over the net
identifiable assets acquired. At February 28, 2007, our goodwill and other intangible assets were
approximately $178.3 million and $83.3 million, respectively. Under current accounting standards,
if we determine goodwill or intangible assets are impaired, we would be required to write down the
value of these assets. Annually, we have conducted a review of our goodwill and other identifiable
intangible assets to determine whether there has been impairment. Such a review was completed for
our fiscal year ended February 28, 2007, and we concluded that no impairment charge was necessary.
We cannot provide assurance that we will not be required to take an impairment charge in the
future. Any impairment charge would have a negative effect on our shareholders equity and
financial results and may cause a decline in our stock price.
Printed business forms may be superceded over time by paperless business forms or otherwise
affected by technological obsolescence and changing customer preferences, which could reduce our
sales and profits.
Printed business forms and checks may eventually be superceded by paperless business forms,
which could have a material adverse effect on our business over time. The price and performance
capabilities of personal computers and related printers now provide a cost-competitive means to
print low-quality versions of many of our business forms on plain paper. In addition, electronic
transaction systems and off-the-shelf business software applications have been designed to automate
several of the functions performed by our business form and check products. In response to the
gradual obsolescence of our standardized forms business, we continue to develop our capability to
provide custom and full-color products. If new printing capabilities and new product introductions
do not continue to offset the obsolescence of our standardized business forms products, there is a
risk that the number of new customers we attract and existing customers we retain may diminish,
which could reduce our sales and profits. Decreases in sales of our standardized business forms and
products due to obsolescence could also reduce our gross margins. This reduction could in turn
adversely impact our profits, unless we are able to offset the reduction through the introduction
of new high margin products and services or realize cost savings in other areas.
Our distributors face increased competition from various sources, such as office supply
superstores. Increased competition may require us to reduce prices or to offer other incentives in
order to enable our distributors to attract new customers and retain existing customers.
Low price, high value office supply chain stores offer standardized business forms, checks and
related products. Because of their size, these superstores have the buying power to offer many of
these products at competitive prices. These superstores also offer the convenience of one-stop
shopping for a broad array of office supplies that our distributors do not offer. In addition,
superstores have the financial strength to reduce prices or increase promotional discounts to
expand market share. This could result in us reducing our prices or offering incentives in order to
enable our distributors to attract new customers and retain existing customers.
7
Technological improvements may reduce our competitive advantage over some of our competitors, which
could reduce our profits.
Improvements in the cost and quality of printing technology are enabling some of our
competitors to gain access to products of complex design and functionality at competitive costs.
Increased competition from these competitors could force us to reduce our prices in order to
attract and retain customers, which could reduce our profits.
We could experience labor disputes that could disrupt our business in the future.
As of February 28, 2007, approximately 14% of our domestic employees are represented by labor
unions under collective bargaining agreements, which are subject to periodic renegotiations. Two
unions represent all of our hourly employees in Mexico. There can be no assurance that any future
labor negotiations will prove successful, which may result in a significant increase in the cost of
labor, or may break down and result in the disruption of our business or operations.
We obtain our raw materials from a limited number of suppliers and any disruption in our
relationships with these suppliers, or any substantial increase in the price of raw materials,
material shortages, or an increase in transportation costs, could have a material adverse effect on
us.
Cotton yarn is the primary raw material used in Alstyles manufacturing processes. Cotton
accounts for approximately 40% of the manufactured product cost. Alstyle acquires its yarn from
five major sources that meet stringent quality and on-time delivery requirements. The largest
supplier provides over 70% of Alstyles yarn requirements and has an entire yarn mill dedicated to
Alstyles production. If Alstyles relations with its suppliers are disrupted, Alstyle may not be
able to enter into arrangements with substitute suppliers on terms as favorable as its current
terms and our results of operations could be materially adversely affected.
Alstyle generally acquires its cotton yarn under short-term purchase orders with its
suppliers, and has exposure to swings in cotton market prices. Alstyle does not use derivative
instruments, including cotton option contracts, to manage its exposure to movements in cotton
market prices. Alstyle may use such derivative instruments in the future. We believe we are
competitive with other companies in the United States apparel industry in negotiating the price of
cotton. However, any significant increase in the price of cotton or shortages in the availability
of cotton as the result of farmers switching to alternative crops, such as corn, could have a
material adverse effect on our results of operations.
Freight
costs also represent a significant cost to our apparel company. We incur freight
costs associated with the delivery of yarn to our manufacturing facility in Anaheim, CA. We also
incur freight costs associated with transporting our knit and dyed products to Mexico and our final
sewn products from Mexico to our various distribution centers. Any significant increase in
transportation costs due to increased fuel costs, etc. could have a material impact on our reported
apparel margins.
We also purchase our paper products from a limited number of sources, which meet stringent
quality and on-time delivery standards under long-term contracts. However, fluctuations in the
quality of our paper, unexpected prices increases, or material shortages, etc. could have a
material adverse effect on our operating results.
Alstyle faces intense competition to gain market share, which may lead some competitors to sell
substantial amounts of goods at prices against which we cannot profitably compete.
Demand for Alstyles products is dependent on the general demand for shirts and the
availability of alternative sources of supply. Alstyles strategy in this market environment is to
be a low cost producer and to differentiate itself by providing quality service to its customers.
Even if this strategy is successful, its results may be offset by reductions in demand or price
declines.
8
Apparel business is subject to cyclical trends.
The United States apparel industry is sensitive to the business cycle of the national economy.
Moreover, the popularity, supply and demand for particular apparel products can change
significantly from year to year. Alstyle may be unable to compete successfully in any industry
downturn due to excess capacity.
Our apparel foreign operations could be subject to unexpected changes in regulatory requirements,
tariffs and other market barriers and political and economic instability in the countries where it
operates, which could negatively impact our operating results.
Alstyle operates cutting and sewing facilities in Mexico, and sources certain product
manufacturing and purchases in El Salvador, Pakistan, China and Southeast Asia. Alstyles foreign
operations could be subject to unexpected changes in regulatory requirements, tariffs and other
market barriers and political and economic instability in the countries where it operates. The
impact of any such events that may occur in the future could subject Alstyle to additional costs or
loss of sales, which could adversely affect our operating results. In particular, Alstyle operates
its facilities in Mexico pursuant to the maquiladora duty-free program established by the Mexican
and United States governments. This program enables Alstyle to take advantage of generally lower
costs in Mexico, without paying duty on inventory shipped into or out of Mexico. There can be no
assurance that the governments of Mexico and the United States will continue the program currently
in place or that Alstyle will continue to be able to benefit from this program. The loss of these
benefits could have an adverse effect on our business.
Our apparel products are subject to foreign competition, which in the past has been faced with
significant U.S. government import restrictions.
Foreign producers of apparel often have significant labor cost advantages. Given the number of
these foreign producers, the substantial elimination of import protections that protect domestic
apparel producers could materially adversely affect Alstyles business. The extent of import
protection afforded to domestic apparel producers has been, and is likely to remain, subject to
considerable political considerations.
The North American Free Trade Agreement (NAFTA) became effective on January 1, 1994 and has
created a free-trade zone among Canada, Mexico and the United States. NAFTA contains a rule of
origin requirement that products be produced in one of the three countries in order to benefit from
the agreement. NAFTA has phased out all trade restrictions and tariffs among the three countries on
apparel products competitive with those of Alstyle. Alstyle performs substantially all of its
cutting and sewing in five plants located in Mexico in order to take advantage of the NAFTA
benefits. Subsequent repeal or alteration of NAFTA could adversely affect our business.
The Central American Free Trade Agreement (CAFTA) became effective May 28, 2004 and
retroactive to January 1, 2004 for textiles and apparel. It creates a free trade zone similar to
NAFTA by and between the United States and Central American countries (El Salvador, Honduras, Costa
Rica, Nicaragua and Dominican Republic.) Textiles and apparel will be duty-free and quota-free
immediately if they meet the agreements rule of origin, promoting new opportunities for U.S. and
Central American fiber, yarn, fabric and apparel manufacturing. The agreement will also give
duty-free benefits to some apparel made in Central America that contains certain fabrics from NAFTA
partners Mexico and Canada. Alstyle sources approximately 12% of its sewing to a contract
manufacturer in El Salvador, and we do not anticipate that this will have a material effect on our
operations.
The World Trade Organization (WTO), a multilateral trade organization, was formed in January
1995 and is the successor to the General Agreement on Tariffs and Trade (GATT). This multilateral
trade organization has set forth mechanisms by which world trade in clothing is being progressively
liberalized by phasing-out quotas and reducing duties over a period of time that began in January
of 1995. As it implements the WTO mechanisms, the U.S. government is negotiating bilateral trade
agreements with developing countries, which are generally exporters of textile and apparel
products, that are members of the WTO to get them to reduce their tariffs on imports of textiles
and apparel in exchange for reductions by the United States in tariffs on imports of textiles and
apparel.
In January 2005, United States import quotas have been removed on knitted shirts from China.
The elimination of quotas and the reduction of tariffs under the WTO may result in increased
imports of certain apparel products into North America. In May 2005, quotas on three categories of
clothing imports, including knitted shirts, from China
9
were re-imposed. These factors could make Alstyles products less competitive against low cost
imports from developing countries.
Environmental regulations may impact our future operating results.
We are subject to extensive and changing federal, state and foreign laws and regulations
establishing health and environmental quality standards, and may be subject to liability or
penalties for violations of those standards. We are also subject to laws and regulations governing
remediation of contamination at facilities currently or formerly owned or operated by us or to
which we have sent hazardous substances or wastes for treatment, recycling or disposal. We may be
subject to future liabilities or obligations as a result of new or more stringent interpretations
of existing laws and regulations. In addition, we may have liabilities or obligations in the future
if we discover any environmental contamination or liability at any of our facilities, or at
facilities we may acquire.
We depend upon the talents and contributions of a limited number of individuals, many of whom would
be difficult to replace.
The loss or interruption of the services of our Chief Executive Officer, Executive Vice
President, Chief Financial Officer and Vice President Apparel Division, could have a material
adverse effect on our business, financial condition and results of operations. Although we maintain
employment agreements with these individuals, it cannot be assured that the services of such
individuals will continue.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable
ITEM 2. PROPERTIES
The Companys corporate headquarters are located in Midlothian, Texas. It operates
manufacturing and distribution throughout the United States and in Mexico and Canada. See the table
below for additional information on our locations.
All of the Print Segment properties are used for the production, warehousing and shipping of
the following: business forms, flexographic printing, advertising specialties and
Post-it® Notes (Wolfe City, Texas); presentation products (Macomb, Michigan and Anaheim,
California); and printed and electronic promotional media (Denver, Colorado and Dallas, Texas);
financial forms and other business products. The Apparel Segment properties are used for the
manufacturing or distribution of T-shirts and other activewear apparel.
The plants are being operated at normal productive capacity. Productive capacity fluctuates
with market demands and depends upon the product mix at any given point in time. Equipment is added
as existing machinery becomes obsolete or not repairable, and as new equipment becomes necessary to
meet market demands; however, at any given time, these additions and replacements are not
considered to be material additions to property, plant and equipment, although such additions or
replacements may increase a plants efficiency or capacity.
All of the foregoing facilities are considered to be in good condition. The Company does not
anticipate that substantial expansion, refurbishing or re-equipping will be required in the near
future.
All of the rented property is held under leases with original terms of two or more years,
expiring at various times from March 2007 through April 2012. No difficulties are presently
foreseen in maintaining or renewing such leases as they expire.
10
The accompanying list contains each of our owned and leased locations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Square Footage |
Location |
|
General Use |
|
Owned |
|
Leased |
Print Segment |
|
|
|
|
|
|
|
|
|
|
Ennis, Texas |
|
Three Manufacturing Facilities |
|
|
325,118 |
|
|
|
|
|
Chatham, Virginia |
|
Two Manufacturing Facilities |
|
|
127,956 |
|
|
|
|
|
Paso Robles, California |
|
Manufacturing |
|
|
94,120 |
|
|
|
|
|
DeWitt, Iowa |
|
Two Manufacturing Facilities |
|
|
95,000 |
|
|
|
|
|
Milwaukee, Wisconsin |
|
Sales Office |
|
|
|
|
|
|
300 |
|
Knoxville, Tennessee |
|
Manufacturing |
|
|
48,057 |
|
|
|
|
|
Ft, Scott, Kansas |
|
Manufacturing |
|
|
86,660 |
|
|
|
|
|
Portland, Oregon |
|
Two Manufacturing Facilities |
|
|
|
|
|
|
186,330 |
|
Wolfe City, Texas |
|
Two Manufacturing Facilities |
|
|
119,259 |
|
|
|
|
|
Moultrie, Georgia |
|
Manufacturing |
|
|
25,000 |
|
|
|
|
|
Coshocton, Ohio |
|
Manufacturing |
|
|
24,750 |
|
|
|
|
|
Macomb, Michigan |
|
Manufacturing |
|
|
56,350 |
|
|
|
|
|
Anaheim, California |
|
Three Manufacturing Facilities |
|
|
|
|
|
|
63,750 |
|
Bellville, Texas |
|
Manufacturing |
|
|
70,196 |
|
|
|
|
|
Denver, Colorado |
|
Four Manufacturing Facilities |
|
|
|
|
|
|
126,505 |
|
Dallas, Texas |
|
Held for sale |
|
|
82,400 |
|
|
|
|
|
San Antonio, Texas |
|
Manufacturing |
|
|
47,426 |
|
|
|
|
|
Brooklyn Park, Minnesota |
|
Manufacturing |
|
|
94,800 |
|
|
|
|
|
Roseville, Minnesota |
|
Manufacturing |
|
|
|
|
|
|
42,500 |
|
Arden Hills, Minnesota |
|
Warehouse |
|
|
|
|
|
|
31,684 |
|
Lakewood, New York |
|
Administrative Offices |
|
|
|
|
|
|
650 |
|
Nevada, Iowa |
|
Manufacturing |
|
|
232,000 |
|
|
|
|
|
Bridgewater, Virginia |
|
Manufacturing |
|
|
|
|
|
|
27,000 |
|
Columbus, Kansas |
|
Manufacturing |
|
|
201,000 |
|
|
|
|
|
Dayton, Ohio |
|
Vacant |
|
|
|
|
|
|
5,526 |
|
Leipsic, Ohio |
|
Manufacturing |
|
|
83,216 |
|
|
|
|
|
El Dorado Springs, Missouri |
|
Manufacturing |
|
|
70,894 |
|
|
|
|
|
Princeton, Illinois |
|
Manufacturing |
|
|
|
|
|
|
74,340 |
|
Arlington, Texas |
|
Manufacturing and Warehouse |
|
|
88,235 |
|
|
|
33,120 |
|
Mechanicsburg, Pennsylvania |
|
Warehouse |
|
|
|
|
|
|
7,500 |
|
Sacramento, California |
|
Administrative Offices |
|
|
|
|
|
|
414 |
|
Tullahoma, Tennessee |
|
Manufacturing |
|
|
24,950 |
|
|
|
|
|
Caledonia, New York |
|
Manufacturing |
|
|
138,730 |
|
|
|
|
|
Sun City, California |
|
Manufacturing |
|
|
52,617 |
|
|
|
|
|
Sparks, Nevada |
|
Manufacturing |
|
|
|
|
|
|
18,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,188,734 |
|
|
|
618,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Apparel Segment |
|
|
|
|
|
|
|
|
|
|
Anaheim, California |
|
Office and Distribution Center |
|
|
|
|
|
|
200,000 |
|
Anaheim, California |
|
Manufacturing* |
|
|
|
|
|
|
450,315 |
|
Chicago, Illinois |
|
Distribution Center |
|
|
|
|
|
|
120,000 |
|
Atlanta, Georgia |
|
Distribution Center |
|
|
|
|
|
|
31,958 |
|
Carrollton, Texas |
|
Distribution Center |
|
|
|
|
|
|
26,136 |
|
Bensalem, Pennsylvania |
|
Distribution Center |
|
|
|
|
|
|
60,848 |
|
Mississauga, Canada |
|
Distribution Center |
|
|
|
|
|
|
53,982 |
|
Los Angeles, California |
|
Distribution Center |
|
|
|
|
|
|
31,600 |
|
Ensenada, Mexico |
|
Two Manufacturing Facilities |
|
|
112,622 |
|
|
|
53,820 |
|
Ensenada, Mexico |
|
Car Parking |
|
|
|
|
|
|
22,000 |
|
Ensenada, Mexico |
|
Warehouse |
|
|
|
|
|
|
2,583 |
|
Hermosillo, Mexico |
|
Administrative Offices |
|
|
|
|
|
|
215 |
|
Hermosillo, Mexico |
|
Three Manufacturing Facilities |
|
|
|
|
|
|
126,263 |
|
Hermosillo, Mexico |
|
Yard Space |
|
|
|
|
|
|
19,685 |
|
Hermosillo, Mexico |
|
Vacant |
|
|
|
|
|
|
8,432 |
|
Hermosillo, Mexico |
|
Storage for Machines |
|
|
|
|
|
|
1,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,622 |
|
|
|
1,209,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Offices |
|
|
|
|
|
|
|
|
|
|
Ennis, Texas |
|
Administrative Offices |
|
|
9,300 |
|
|
|
|
|
Midlothian, Texas |
|
Executive and Administrative Offices |
|
|
28,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
|
2,338,656 |
|
|
|
1,827,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Apparel Segment 150,000 square feet of the manufacturing facilities in Anaheim, California
is subleased. |
11
ITEM 3. 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of fiscal
2007.
PART II
ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES
Our common stock, par value $2.50, is traded on the New York Stock Exchange (NYSE) under the
trading symbol EBF. The following table sets forth for the periods indicated: the high and low
sales prices, the common stock trading volume as reported by the New York Stock Exchange and
dividends per share paid by the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
|
|
|
|
|
|
|
Stock Trading |
|
|
|
|
|
|
|
|
|
|
|
|
Volume |
|
Dividends |
|
|
|
|
|
|
|
|
|
|
(number |
|
per share of |
|
|
Common Stock Price Range |
|
of shares |
|
Common |
|
|
High |
|
Low |
|
in thousands) |
|
Stock |
Fiscal Year Ended February 28, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
20.16 |
|
|
$ |
18.57 |
|
|
|
6,684 |
|
|
$ |
0.155 |
|
Second Quarter |
|
|
20.87 |
|
|
|
18.52 |
|
|
|
6,185 |
|
|
$ |
0.155 |
|
Third Quarter |
|
|
23.37 |
|
|
|
19.99 |
|
|
|
6,850 |
|
|
$ |
0.155 |
|
Fourth Quarter |
|
|
27.11 |
|
|
|
22.19 |
|
|
|
4,801 |
|
|
$ |
0.155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended February 28, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
17.70 |
|
|
$ |
14.11 |
|
|
|
5,472 |
|
|
$ |
0.155 |
|
Second Quarter |
|
|
19.27 |
|
|
|
15.83 |
|
|
|
6,248 |
|
|
$ |
0.155 |
|
Third Quarter |
|
|
18.17 |
|
|
|
16.13 |
|
|
|
5,857 |
|
|
$ |
0.155 |
|
Fourth Quarter |
|
|
20.33 |
|
|
|
17.34 |
|
|
|
5,575 |
|
|
$ |
0.155 |
|
The last reported sale price of our common stock on NYSE on April 30, 2007 was $24.45. As of
that date, there were approximately 1,239 shareholders of record of our common stock. Cash
dividends may be paid or repurchases of our common stock may be made from time-to-time, as our
Board of Directors deems appropriate, after considering our growth rate, operating results,
financial condition, cash requirements, restrictive lending covenants,
and such other factors as the Board of Directors may deem appropriate. The Company does not
currently have an approved stock repurchase program.
See Item 12 Security Ownership of Beneficial Owners and Management and Related Stockholder
Matters section of this Report for information relating to our equity compensation plans.
Stock Performance Graph
The graph below matches the cumulative 5-year total return of holders of Ennis, Inc.s common
stock with the cumulative total returns of the S & P 500 index and the Russell 2000 index. The
graph assumes that the value of the investment in the Companys common stock and in each of the
indexes (including reinvestment of dividends) was $100 on February 28, 2002 and tracks it through
February 28, 2007.
12
COMPARISON OF 5 YEAR CUMULATIVE TOTAL
Among Ennis, Inc., The S & P 500 Index
And The Russell 2000 Index
* $100 invested on 2/28/02 in stock or index-including reinvestment of dividends. Fiscal year
ending February 28.
Copyright © 2007, Standard & Poors, a division of The McGraw-Hill Companies, Inc. All rights
reserved. www.researchdatagroup.com/S&P.htm
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/02 |
|
|
2/03 |
|
|
2/04 |
|
|
2/05 |
|
|
2/06 |
|
|
2/07 |
|
|
Ennis, Inc. |
|
|
|
100.00 |
|
|
|
|
112.09 |
|
|
|
|
174.24 |
|
|
|
|
182.78 |
|
|
|
|
218.62 |
|
|
|
|
292.43 |
|
|
|
S & P 500 |
|
|
|
100.00 |
|
|
|
|
77.32 |
|
|
|
|
107.10 |
|
|
|
|
114.57 |
|
|
|
|
124.20 |
|
|
|
|
139.07 |
|
|
|
Russell 2000 |
|
|
|
100.00 |
|
|
|
|
77.90 |
|
|
|
|
128.08 |
|
|
|
|
140.28 |
|
|
|
|
163.55 |
|
|
|
|
179.70 |
|
|
|
The stock price performance included in this graph is not necessarily indicative of
future stock price performance.
13
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data has been derived from our audited consolidated financial
statements. Our consolidated financial statements and notes thereto as of February 28, 2007 and
2006, and for the three years in the period ended February 28, 2007, and the reports of Grant
Thornton LLP are included in Item 15 of this Report. The selected financial data should be read in
conjunction with Item 7 Managements Discussion and Analysis of Financial Condition and Results
of Operations and the consolidated financial statements and notes thereto included in Item 15 of
this Report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ended |
|
|
2007 |
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
|
|
|
|
|
(Dollars and shares in thousands, except per share amounts) |
|
|
|
|
Operating results: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
584,713 |
|
|
$ |
559,397 |
|
|
$ |
365,353 |
|
|
$ |
259,360 |
|
|
$ |
240,757 |
|
Gross profit |
|
|
145,937 |
|
|
|
142,090 |
|
|
|
90,757 |
|
|
|
68,548 |
|
|
|
63,272 |
|
SG&A expenses |
|
|
72,579 |
|
|
|
70,060 |
|
|
|
51,159 |
|
|
|
38,521 |
|
|
|
37,559 |
|
Net earnings |
|
|
41,601 |
|
|
|
40,537 |
|
|
|
22,959 |
|
|
|
17,951 |
|
|
|
15,247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings and dividends per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.63 |
|
|
$ |
1.59 |
|
|
$ |
1.21 |
|
|
$ |
1.10 |
|
|
$ |
0.94 |
|
Diluted |
|
|
1.62 |
|
|
|
1.58 |
|
|
|
1.19 |
|
|
|
1.08 |
|
|
|
0.93 |
|
Dividends |
|
|
0.62 |
|
|
|
0.62 |
|
|
|
0.62 |
|
|
|
0.62 |
|
|
|
0.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
25,531 |
|
|
|
25,453 |
|
|
|
18,936 |
|
|
|
16,358 |
|
|
|
16,285 |
|
Diluted |
|
|
25,759 |
|
|
|
25,728 |
|
|
|
19,260 |
|
|
|
16,602 |
|
|
|
16,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital |
|
$ |
102,269 |
|
|
$ |
94,494 |
|
|
$ |
70,247 |
|
|
$ |
38,205 |
|
|
$ |
39,718 |
|
Current assets |
|
|
151,516 |
|
|
|
158,455 |
|
|
|
151,630 |
|
|
|
63,605 |
|
|
|
65,012 |
|
Total assets |
|
|
478,228 |
|
|
|
494,401 |
|
|
|
497,246 |
|
|
|
154,043 |
|
|
|
152,537 |
|
Current liabilities |
|
|
49,247 |
|
|
|
63,961 |
|
|
|
81,383 |
|
|
|
25,400 |
|
|
|
25,294 |
|
Long-term debt |
|
|
88,971 |
|
|
|
102,916 |
|
|
|
112,342 |
|
|
|
7,800 |
|
|
|
18,135 |
|
Total liabilities |
|
|
161,825 |
|
|
|
197,066 |
|
|
|
225,515 |
|
|
|
43,461 |
|
|
|
55,634 |
|
Equity |
|
|
316,403 |
|
|
|
297,335 |
|
|
|
271,731 |
|
|
|
110,582 |
|
|
|
96,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current ratio |
|
|
3.08 to 1.0 |
|
|
|
2.48 to 1.0 |
|
|
|
1.86 to 1.0 |
|
|
|
2.50 to 1.0 |
|
|
|
2.57 to 1.0 |
|
Long-term debt to equity |
|
|
.28 to 1.0 |
|
|
|
.35 to 1.0 |
|
|
|
.41 to 1.0 |
|
|
|
.07 to 1.0 |
|
|
|
.19 to 1.0 |
|
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statements
You should read this discussion and analysis in conjunction with our Consolidated Financial
Statements and the related notes appearing elsewhere in this Report. In addition, certain
statements in this Report, and in particular, statements found in Managements Discussion and
Analysis of Financial Condition and Results of Operations, constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. We believe these
forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge
of Ennis. All such statements involve risks and uncertainties, and as a result, actual results
could differ materially from those projected, anticipated or implied by these statements. Such
forward-looking statements involve known and unknown risks, including but not limited to, general
economic, business and labor conditions;
14
the ability to implement our strategic initiatives; the
ability to be profitable on a consistent basis; dependence on sales that are not subject to
long-term contracts; dependence on suppliers; the ability to recover the rising cost of key raw
materials in markets that are highly price competitive; the ability to meet customer demand for
additional value-
added products and services; the ability to timely or adequately respond to technological
changes in the industry; the impact of the Internet and other electronic media on the demand for
forms and printed materials; postage rates; the ability to manage operating expenses; the ability
to manage financing costs and interest rate risk; a decline in business volume and profitability
could result in an impairment of goodwill; the ability to retain key management personnel; the
ability to identify, manage or integrate future acquisitions; the costs associated with and the
outcome of outstanding and future litigation; and changes in government regulations.
In view of such uncertainties, investors should not place undue reliance on our
forward-looking statements since such statements may prove to be inaccurate and speak only as of
the date when made. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
Fiscal Years Ended |
|
Statements of Earnings - Data |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Net sales |
|
$ |
584,713 |
|
|
|
100.0 |
% |
|
$ |
559,397 |
|
|
|
100.0 |
% |
|
$ |
365,353 |
|
|
|
100.0 |
% |
Cost of goods sold |
|
|
438,776 |
|
|
|
75.0 |
|
|
|
417,307 |
|
|
|
74.6 |
|
|
|
274,596 |
|
|
|
75.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
145,937 |
|
|
|
25.0 |
|
|
|
142,090 |
|
|
|
25.4 |
|
|
|
90,757 |
|
|
|
24.8 |
|
Selling, general and
administrative |
|
|
72,579 |
|
|
|
12.4 |
|
|
|
70,060 |
|
|
|
12.5 |
|
|
|
51,159 |
|
|
|
14.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
73,358 |
|
|
|
12.6 |
|
|
|
72,030 |
|
|
|
12.9 |
|
|
|
39,598 |
|
|
|
10.8 |
|
Other expense |
|
|
(6,993 |
) |
|
|
(1.2 |
) |
|
|
(8,059 |
) |
|
|
(1.4 |
) |
|
|
(2,133 |
) |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes |
|
|
66,365 |
|
|
|
11.4 |
|
|
|
63,971 |
|
|
|
11.4 |
|
|
|
37,465 |
|
|
|
10.3 |
|
Provision for income taxes |
|
|
24,764 |
|
|
|
4.2 |
|
|
|
23,434 |
|
|
|
4.2 |
|
|
|
14,506 |
|
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
41,601 |
|
|
|
7.2 |
% |
|
$ |
40,537 |
|
|
|
7.2 |
% |
|
$ |
22,959 |
|
|
|
6.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Critical Accounting Policies and Judgments
In preparing our consolidated financial statements, we are required to make estimates and
assumptions that affect the disclosures and reported amounts of assets and liabilities at the date
of the consolidated financial statements and the reported amounts of revenues and expenses during
the reporting period. We evaluate our estimates and judgments on an ongoing basis, including those
related to allowance for doubtful receivables, inventory valuations, property, plant and equipment,
intangible assets, pension plan, accrued liabilities and income taxes. We base our estimates and
judgments on historical experience and on various other factors that we believe to be reasonable
under the circumstances. Actual results may differ materially from these estimates under different
assumptions or conditions. We believe the following accounting policies are the most critical due
to their affect on our more significant estimates and judgments used in preparation of our
consolidated financial statements.
We maintain a defined-benefit pension plan for employees. Included in our financial results
are pension costs that are measured using actuarial valuations. The actuarial assumptions used may
differ from actual results.
Amounts allocated to intangibles are determined based on independent valuations for our
acquisitions and are amortized over their expected useful lives. We evaluate these amounts
periodically (at least once a year) to determine whether the value has been impaired by events
occurring during the fiscal year.
We exercise judgment in evaluating our long-lived assets for impairment. We assess the
impairment of long-lived assets that include other intangible assets, goodwill, and property,
plant, and equipment annually or whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. In performing tests of impairment, we must make assumptions
regarding the estimated future cash flows and other factors to determine the
15
fair value of the
respective assets in assessing the recoverability of our goodwill and other intangibles. If these
estimates or the related assumptions change, we may be required to record impairment charges for
these assets in the future. Actual results could differ from assumptions made by management. We
believe our businesses will generate
sufficient undiscounted cash flow to more than recover the investments we have made in
property, plant and equipment, as well as the goodwill and other intangibles recorded as a result
of our acquisitions. We cannot predict the occurrence of future impairment triggering events nor
the impact such events might have on our reported asset values.
Revenue is generally recognized upon shipment of products. Net sales consist of gross sales
invoiced to customers, less certain related charges, including discounts, returns and other
allowances. Returns, discounts and other allowances have historically been insignificant. In some
cases and upon customer request, Ennis prints and stores custom print product for customer
specified future delivery, generally within twelve months. In this case, risk of loss from
obsolescence passes to the customer, the customer is invoiced under normal credit terms and revenue
is recognized when manufacturing is complete. Approximately $20.1 million, $16.4 million and $13.9
million of revenue was recognized under these agreements during fiscal years ended February 28,
2007, 2006, and 2005 respectively.
Derivative instruments are recognized on the balance sheet at fair value. Changes in fair
values of derivatives are accounted for based upon their intended use and designation. When
utilized, interest rate swaps are held for purposes other than trading. In the past, the Company
utilized swap agreements related to its term and revolving loans to effectively fix the interest
rate for a specified principal amount. The swaps have been designated as cash flow hedges, and the
after-tax effect of the mark-to-market valuation that relates to the effective amount of derivative
financial instrument is recorded as an adjustment to accumulated other comprehensive income with
the offset included in accrued expenses. There were no derivatives, swaps or deferred gains or
losses at the end of fiscal year 2007 or 2006.
We maintain an allowance for doubtful receivables to reflect estimated losses resulting from
the inability of customers to make required payments. On an on-going basis, we evaluate the
collectability of accounts receivable based upon historical collection trends, current economic
factors, and the assessment of the collectability of specific accounts. We evaluate the
collectability of specific accounts using a combination of factors, including the age of the
outstanding balances, evaluation of customers current and past financial condition and credit
scores, recent payment history, current economic environment, discussions with our project
managers, and discussions with the customers directly.
Our inventories are valued at the lower of cost or market. We regularly review inventory
values on hand, using specific aging categories, and write down inventory deemed obsolete and/or
slow-moving based on historical usage and estimated future usage to its estimated market value. As
actual future demand or market conditions may vary from those projected by management, adjustments
to inventory valuations may be required.
As part of the process of preparing our consolidated financial statements, we are required to
estimate our income taxes in each jurisdiction in which we operate. This process involves
estimating our actual current tax exposure together with assessing temporary differences resulting
from different treatment of items for tax and accounting purposes. These differences result in
deferred tax assets and liabilities, which are included in our consolidated balance sheets. We must
then assess the likelihood that our deferred tax assets will be recovered from future taxable
income. To the extent we believe that recovery is not likely, we must establish a valuation
allowance. To the extent we establish a valuation allowance we must include an expense within the
tax provision in the consolidated statements of earnings. In the event that actual results differ
from these estimates, our provision for income taxes could be materially impacted.
In addition to the above, we also have to make assessments as to the adequacy of our accrued
liabilities, more specifically our liabilities recorded in connection with our workers compensation
and health insurance, as these plans are self funded. To help us in this evaluation process, we
routinely get outside third party assessments of our potential liabilities under each plan.
16
In view of such uncertainties, investors should not place undue reliance on our
forward-looking statements since such statements speak only as of the date when made. We undertake
no obligation to publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Results of Operations Consolidated
Net Sales. Net sales for fiscal year 2007 were $584.7 million, compared to $559.4 million for
fiscal year 2006, an increase of $25.3 million, or 4.5%. The increase in our sales for the period
related primarily to an increase in our Apparel Segment sales which increased $21.0 million during
the period, or 8.8%. Our Print Segment sales increased by approximately $4.3 million, or 1.3%
during the period. See Results of Operations Segments of this Report for further discussion.
For fiscal year 2006, our net sales increased by approximately $194.0 million, or 53.1%, from
$365.4 million for fiscal year 2005 to $559.4 million for fiscal year 2006. Our increase in sales
related primarily to the additional sales associated with the acquisition of Alstyle Apparel
completed during the later half of fiscal year 2005, as this acquisition provided $181.9 million of
our fiscal year 2006 increase, or 94%. The remaining increase related principally to our Print
Segments acquisitions of Royal and Crabar/GBF, which accounted for an additional $8.0 million and
$4.0 million of our fiscal year 2006 increase in sales, respectively.
Cost of Goods Sold. Our cost of goods sold for fiscal year 2007 was approximately $438.8
million, or 75.0% of sales, compared to $417.3 million, or 74.6% of sales for fiscal year 2006. The
increase in our cost of sales, on a dollar-basis relates primarily to our increased sales volume as
previously discussed. Our cost of sales, as a percentage of sales, increased primarily as a result
of raw material cost increases experienced by both our Print and Apparel Segments during the year
and market penetration pricing strategies employed by our Apparel Segment during the later half of
fiscal year 2007. As a result, our gross profit margins decreased slightly from 25.4 % in fiscal
year 2006 to 25.0% in fiscal year 2007.
Our cost of goods sold for fiscal year 2006 was $417.3 million compared to $274.6 million for
fiscal year 2005. As a percentage of sales, our cost of goods sold was 74.6% and 75.2% for fiscal
years 2006 and 2005, respectively. The increase in our cost of goods sold, on a dollar-basis,
related primarily to our increased sales volume. The decrease in our cost of goods sold, on a
percentage of sales basis, related primarily to a reduction in our cost of sales associated with
our Apparel Segment, which is the direct result of various cost saving programs implemented by the
Company during fiscal year 2006. As a result, our gross profit margin as a percentage-of-sales
increased from 24.8% for fiscal year 2005 to 25.4% for fiscal year 2006.
Selling, general, and administrative expenses. For fiscal year 2007, our selling, general, and
administrative expenses were $72.6 million, or 12.4% of sales, compared to $70.1 million, or 12.5%
of sales, for fiscal year 2006. On a dollar basis these expenses increased by $2.5 million or 3.6%
and related primarily to our Print Segment acquisitions of Block , SPF, and full year expenses
associated with the acquisition of TBF. The decrease in these expenses on a percentage of sales
basis is directly related to the fact that our sales increased by 4.5% during the year while these
expenses only increased by 3.6%, which is attributable to our continued emphasis on reducing
redundant expenses associated with our acquisitions and general economies of sales associated with
higher revenues.
For fiscal year 2006, our selling, general, and administrative expenses increased
approximately $18.9 million, or 36.9%, from $51.2 million for fiscal year 2005 to $70.1 million for
fiscal 2006. While up on a dollar-basis, due to our acquisitions in fiscal year 2005, these
expenses as a percentage of sales basis decreased from 14.0% in fiscal year 2005 to 12.5% in fiscal
year 2006. This decrease results primarily from our continued emphasis on reducing redundant
expenses associated with our acquisitions and general economies of scale associated with our
increased revenues.
Income from operations. Our income from operations for the year increased from $72.0 million,
or 12.9% of sales for fiscal year 2006, to $73.4 million, or 12.5% for fiscal year 2007. The
slight decrease as a percentage of sales basis related primarily to the reduction in the gross
profit margin during the year as discussed above.
Our earnings from operations for fiscal year 2006 increased by approximately $32.4 million, or
81.8%, from operational earnings of $39.6 million in fiscal year 2005 to operational earnings of
$72.0 million in fiscal year 2006.
17
As a percentage of sales, our operational earnings increased
from 10.8% in fiscal 2005 to 12.9% in fiscal year 2006. The increase in our operational earnings
during fiscal year 2006 related primarily to the increase in our sales during the year due to our
acquisition of Alstyle Apparel in fiscal year 2005.
Other income and expense. For fiscal year 2007, our other expense decreased by approximately
$1.1 million, from $8.1 million for fiscal year 2006 to $7.0 million for the current period. The
decrease during the current period related primarily to a reduction in our interest expense which
resulted from decreased levels of outstanding debt. Our interest expense decreased from $8.3
million to $6.9 million for fiscal years 2006 and 2007, respectively.
For fiscal year 2005 and 2006, our other income and expense changed approximately $6.0
million, from $2.1 million to $8.1 million, respectively. The increase during fiscal year 2006
related primarily to increased interest expense which increased from $2.8 million in fiscal year
2005 to approximately $8.3 million in fiscal year 2006. The increased interest expense during
fiscal 2006 related primarily our increased levels of outstanding debt during fiscal 2006 which was
directly related to our acquisition of Crabar/GBF and Alstyle Apparel in June 2004 and November
2004, respectively.
Provision for income taxes. Our effective tax rates were 37.3% and 36.6% for fiscal years 2007
and 2006, respectively. The increase in our overall effective tax rate during the current period
related primarily to an increase in our effective foreign and state income tax rates.
Our effective tax rates for fiscal years 2006 and 2005 were 36.6% and 38.7%, respectively. The
decrease in our effective tax rate during 2006 over the comparable prior year related primarily to
an increase in our foreign income tax credit and the American Jobs Creation Act credit.
Net earnings. As a result of the above factors, our net earnings increased from approximately
$40.5 million, or 7.2% of sales for fiscal year 2006 to $41.6 million, or 7.1% of sales for fiscal
year 2007. Basic earnings per share increased from earnings of $1.59 per share for fiscal year
2006 to $1.63 for fiscal year 2007. Diluted earnings per share increased from earnings of $1.58
per share for fiscal year 2006 to $1.62 for fiscal year 2007, or an increase of 2.5%.
Our net earnings increased by approximately $17.5 million, or 76.1%, from earnings of $23.0
million, or 6.3% of sales in fiscal 2005, to $40.5 million, or 7.2% of sales in fiscal year 2006.
Basic earnings per share increased from earnings of $1.21 per share to $1.59 per share in fiscal
years 2005 and 2006, respectively. Diluted earnings per share increased from earnings of $1.19 per
share to $1.58 per share in fiscal years 2005 and 2006, respectively. The increase in our earnings
and earnings per share during fiscal year 2006 related primarily to the additional earnings derived
from Alstyle Apparel which was acquired in November 2004.
Results of Operations Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ending |
|
Net Sales by Segment (in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Print |
|
$ |
325,679 |
|
|
$ |
321,410 |
|
|
$ |
309,308 |
|
Apparel |
|
|
259,034 |
|
|
|
237,987 |
|
|
|
56,045 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
584,713 |
|
|
$ |
559,397 |
|
|
$ |
365,353 |
|
|
|
|
|
|
|
|
|
|
|
Print Segment. The print segment net sales represented 55.7%, 57.5%, and 84.7% of our
consolidated net sales for fiscal years 2007, 2006, and 2005, respectively.
Our net sales for the Print Segment were approximately $325.7 million for fiscal year 2007
compared to approximately $321.4 million for fiscal year 2006, or an increase of $4.3 million, or
1.3%. The increase in the Print Segments net sales for the fiscal year 2007 is primarily due to
our acquisitions of SPF, TBF and Block which added approximately $32.0 million to our print sales
during the current year. This increase was offset by the loss of two large customers, which we
ceased doing business with during the fourth quarter of fiscal year 2006 and second quarter of
fiscal year 2007, respectively. This loss amounted to approximately $19.6 million in lost revenues
this fiscal year. We realized our decision to cease doing business with these large customers
would most likely impact
18
our top-line revenue in the short-term; however, given the gross profit
margins afforded by these customers, this was a business decision that needed to be made and one
that on a bottom-line basis would prove beneficial to our shareholders. In addition, due to the
contracting nature of the print industry, our traditional print plants saw their sales decline by
$8.1 million or 2.8% during the year.
Our net sales for the Print Segment were approximately $321.4 million for fiscal year 2006
compared to approximately $309.3 million for fiscal year 2005, or an increase of $12.1 million, or
3.9%. The increase in our fiscal year 2006 Print Segment sales related principally to our
acquisition of Crabar/GBF and Royal in June 2004 and November 2004, respectively, which accounted
for $11.9 million of this Segments fiscal year 2006 sales increases. The sales in the Print
Solutions Group during fiscal year 2006 were negatively impacted by the closing of our Edison and
Medfield plants by approximately $3.6 million. While the closing of these plants negatively
impacted our sales during the current period, it had a positive impact of our operational results
for the period.
Apparel Segment. The Apparel Segment net sales represented 44.3%, 42.5% and 15.3% of our
consolidated net sales for fiscal years 2007, 2006 and 2005 respectively.
Our fiscal year 2007 net sales for the Apparel Segment was approximately $259.0 million
compared to approximately $238.0 million for fiscal year 2006, or an increase of $21.0 million, or
8.8%. The increase in the Apparel Segments net sales was primarily due to increased volume
associated with new customers, which is attributable to our market penetration pricing strategies,
which contributed to growth in the third and fourth quarter.
For fiscal year 2005, our Apparel Segment net sales were approximately $56.0 million.
Annualizing this Segments fiscal year 2005 revenues would arrive at a comparable full-year sales
figure of approximately $202.5 million, which would correlate in a full year 2006 over year 2005
sales increase of approximately $35.5 million, or 17.5%. Alstyle Apparel was acquired November 19,
2004 and formed our Apparel Segment. As such, Apparel net sales were included for approximately a
quarter in our fiscal year 2005 results. Historically, our third and fourth quarters have been
this groups lowest quarters, and conversely, our first and second quarters have been the Segments
highest revenue quarters.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ending |
|
Gross Profit by Segment (in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Print |
|
$ |
81,986 |
|
|
$ |
79,859 |
|
|
$ |
78,521 |
|
Apparel |
|
|
63,951 |
|
|
|
62,231 |
|
|
|
12,236 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
145,937 |
|
|
$ |
142,090 |
|
|
$ |
90,757 |
|
|
|
|
|
|
|
|
|
|
|
Print Segment. Our Print Segments gross profit increased approximately $2.1 million, or 2.7% and
$1.3 million, or 1.7% for fiscal years 2007 and 2006, respectively. As a percentage of sales, our
gross profit was 25.2%, 24.8% and 25.4% for fiscal years 2007, 2006 and 2005, respectively. Our
gross profit during fiscal year 2006 was impacted by the decrease in margins at our Adams McClure
facility, which related primarily to operational performance issues encountered in executing
several large promotional contracts. This conversely had a positive impact on our margins during
fiscal year 2007 when we exited these contracts in the later half of fiscal year 2006 and the first
half of fiscal year 2007.
Apparel Segment. Our Apparel Segments gross profit increased approximately $1.7 million, or
2.7% for fiscal year 2007 as a result of increased sales. Our Apparel Segments gross profit
increased $50.0 million for fiscal year 2006. As previously discussed, this segments results for
fiscal year 2005 were only for a portion of the year (since November 19, 2004). As a percentage of
sales, our gross profit was 24.7%, 26.1% and 21.8% for fiscal years 2007, 2006 and 2005,
respectively. Our Apparel Segments gross profit as a percentage of sales decreased during fiscal
year 2007 due to raw material cost increases and the inability to pass these through to the
marketplace, lower absorption of fixed costs and manufacturing costs due to lower manufacturing
levels, and market penetration pricing strategies employed during the third and fourth quarters of
this fiscal year which drove higher sales. In addition, our margins during the current period were
impacted by a lower manufacturing absorption factor as we reduced our apparel inventory levels
during the year by over $10 million. While the aforementioned factors had a negative impact on our
apparel margins this year, they in turn had a positive impact on our apparel margins last year.
Our Apparel Segments gross profit as a percentage of sales increased during fiscal year 2006
primarily as a result of the
19
following factors: 1) favorable product mix, 2) reduced material
costs, 3) improved manufacturing processes which resulted in manufacturing efficiencies and 4)
inventory reserves.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ending |
|
Profit by Segment (in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Print |
|
$ |
46,077 |
|
|
$ |
45,121 |
|
|
$ |
45,678 |
|
Apparel |
|
|
33,321 |
|
|
|
30,085 |
|
|
|
3,575 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
79,398 |
|
|
|
75,206 |
|
|
|
49,253 |
|
Less corporate expenses |
|
|
13,033 |
|
|
|
11,235 |
|
|
|
11,788 |
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes |
|
$ |
66,365 |
|
|
$ |
63,971 |
|
|
$ |
37,465 |
|
|
|
|
|
|
|
|
|
|
|
Print Segment. Our Print Segments profit increased approximately $1.0 million, or 2.1% for
fiscal year 2007 primarily as a result of our acquisitions of Specialized Printed Forms and Block
Graphics, Inc. Our Print Segments profit for fiscal year 2006 decreased by approximately $0.6
million, or 1.2% from fiscal year 2005. As a percent of sales, this Segments profits were 14.1%,
14.0%, and 14.8% for fiscal years 2007, 2006 and 2005, respectively. This Segments profits during
fiscal year 2006, as discussed previously, was impacted by operational performance issues
encountered by our Adams McClure plant in executing several large contracts. We exited these
contracts during the later part of fiscal year 2006 and the first part of fiscal year 2007, which
as indicated above had a positive impact of this segments operational profits during the current
fiscal year.
Apparel Segment. Our Apparel Segments profit increased approximately $3.2 million, or 10.6%
for fiscal year 2007 primarily due to increased sales. Our Apparel Segments profit increased
$26.5 million for fiscal year 2006. As previously discussed, this Segments fiscal year 2005
results were only for a portion of the year (since November 19, 2004). As a percent of sales,
this Segments profits were 12.9%, 12.6%, and 6.4% for fiscal years 2007, 2006 and 2005,
respectively. During the current year, while this segments gross margins were down slightly due
to the factors previously mentioned, we were able to successfully leverage increased sales volume
to bring increased profits to our bottom-line, as evidenced by the fact that sales increased by
8.8% for the year but profits increased 10.6% for the year. The majority of the improvement in
profit as a percent of sales for fiscal year 2006 as compared to fiscal year 2005 came through
improvements in this segments manufacturing performance as discussed previously; the remainder
came through operational improvements which reduced expense.
Liquidity and Capital Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 28, |
|
February 28, |
|
|
(Dollars in thousands) |
|
2007 |
|
2006 |
|
Change |
Working Capital |
|
$ |
102,269 |
|
|
$ |
94,494 |
|
|
|
8.2 |
% |
Cash and cash equivalents |
|
$ |
3,582 |
|
|
$ |
13,860 |
|
|
|
-74.2 |
% |
Working Capital. Our working capital increased by approximately $7.8 million, or 8.2% from
$94.5 million at February 28, 2006 to $102.3 million at February 28, 2007. The increase in our
working capital during the period related primarily to an increase in our accounts receivable and
prepaid expenses of $6.8 million, and a decrease in the current portion of our long-term debt of
$11.0 million, which related primarily to a $10.0 million payment on the former Alstyle shareholder
notes. This was offset by a reduction in our cash of $10.3 million. As a result, our current
ratio, calculated by dividing our current assets by our current liabilities increased from
2.5-to-1.0 at February 28, 2006 to 3.1-to-1.0 at February 28, 2007.
Cash and cash equivalents. Cash and cash equivalents consists of highly liquid investments,
such as time deposits held at major banks, commercial paper, United States government agency
discounts notes, money market mutual funds and other money market securities with original
maturities of 90 days or less. We used cash during the period to pay down our debt and to acquire
certain businesses.
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ending |
(Dollars in thousands) |
|
2007 |
|
2006 |
|
Change |
Net Cash provided by operating activities |
|
$ |
49,517 |
|
|
$ |
47,427 |
|
|
|
4.4 |
% |
Net Cash used in investing activities |
|
$ |
(19,825 |
) |
|
$ |
(9,942 |
) |
|
|
99.4 |
% |
Net Cash used in financing activities |
|
$ |
(39,978 |
) |
|
$ |
(34,895 |
) |
|
|
14.6 |
% |
Cash flows from operating activities. Cash provided by our operating activities increased by
$2.1 million, or 4.4% to $49.5 million for fiscal year 2007 as compared to $47.4 million for fiscal
year 2006. This increase is primarily attributable to better management of inventory levels at our
Apparel Segment through improved forecasting techniques. This resulted in a $10 million reduction
in our finished goods inventory levels at this operation, as well as the improved overall
management of receivables and payables during the current year when compared to 2006 offset by the
reduction of accounts receivable sold to factoring companies.
Cash flows from investing activities. Cash used for our investing activities increased by
$9.9 million, or 99.4% to $19.8 million for fiscal year 2007 as compared to $9.9 million for fiscal
year 2006. The increase in cash used during the current period related primarily to acquisitions
of businesses of $17.6 million, offset by reduced expenditures for capital equipment of $5.0
million and from the disposal of certain property and equipment (primarily the Medfield property)
which provided an additional $2.8 million in cash during the year.
Cash flows from financing activities. We used $5.1 million more in cash associated with our
financing activities in 2007 when compared to the same period last year. We borrowed $6.6 million
more and paid down $12.1 million more on our outstanding debt during 2007 when compared to the same
period last year. This difference related primarily to the acquisition of Block on August 8, 2006,
which was $14.8 million and was financed through these borrowings.
Credit Facility On March 31, 2006, we entered into an amended and restated credit agreement
with a group of lenders led by LaSalle Bank N.A. (the Facility). The Facility provides us access
to $150 million in revolving credit and matures on March 31, 2010. The facility bears interest at
the London Interbank Offered Rate (LIBOR) plus a spread ranging from .50% to 1.50% (currently
LIBOR + .75% 6.12%), depending on our total funded debt to EBITDA ratio, as defined. The
Facility contains financial covenants, restrictions on capital expenditures, acquisitions, asset
dispositions, and additional debt, as well as other customary covenants. As of February 28, 2007,
we had $88.5 million of borrowings under the revolving credit line and $3.9 million outstanding
under standby letters of credit arrangements, leaving us availability of approximately $57.6
million. The Facility is secured by substantially all of our assets.
During fiscal year 2007, we repaid $29.0 million on the revolver and $11.6 million on other
debt. It is anticipated that the available line of credit is sufficient to cover, should it be
required, working capital requirements for the foreseeable future.
Alstyle continues to sell a substantial portion of its accounts receivable to factors (fiscal
year 2007 53%) based upon agreements in place with these factors. We will continue with our plans
to reduce the amount of receivables we factor each year through the utilization of our existing
bank line or from working capital generated by Alstyle over the next couple years.
Pension We are required to make contributions to our defined benefit pension plan. These
contributions are required under the minimum funding requirements of the Employee Retirement
Pension Plan Income Security Act (ERISA). We anticipate that we will contribute from $2.0 million
to $3.0 million during our next fiscal year. We made contributions of $3 million to our pension
plan during fiscal year 2007.
In addition, during fiscal year 2007, we adopted Statement of Financial Accounting Standards
No. 158 (FAS 158), Employers Accounting for Defined Benefit Pension and Other Postretirement
Plans. See Note 11 in the Notes to our Consolidated Financial Statements with respect to the
impact related to the adoption of FAS 158.
21
Inventories We believe our current inventory levels are sufficient to satisfy our customer
demands and we anticipate having adequate sources of raw materials to meet future business
requirements. The previously reported long-term contracts (that govern prices, but do not require
minimum volume) with paper and yarn suppliers continue to be in effect.
Capital Expenditures We expect our capital requirements for 2008, exclusive of capital
required for possible acquisitions, will be in-line with our historical levels of between $5.0
million and $7.0 million. We would expect to fund these expenditures through existing cash flows.
We would expect to generate sufficient cash flows from our operating activities in order to cover
our operating and other capital requirements for our foreseeable future.
Contractual Obligations & Off-Balance Sheet Arrangements There have been no significant
changes in our contractual obligations since February 28, 2006 that have, or are reasonably likely
to have, a material impact on our results of operations or financial condition. We had no
off-balance sheet arrangements in place as of February 28, 2007 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 to |
|
|
|
Total |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2017 |
|
Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facility |
|
$ |
88,500 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
88,500 |
|
|
$ |
|
|
Notes to finance companies |
|
|
314 |
|
|
|
314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital leases |
|
|
784 |
|
|
|
326 |
|
|
|
248 |
|
|
|
210 |
|
|
|
|
|
|
|
|
|
Other |
|
|
25 |
|
|
|
12 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt subtotal |
|
|
89,623 |
|
|
|
652 |
|
|
|
261 |
|
|
|
210 |
|
|
|
88,500 |
|
|
|
|
|
Interest on capital leases |
|
|
54 |
|
|
|
32 |
|
|
|
17 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt and interest total |
|
|
89,677 |
|
|
|
684 |
|
|
|
278 |
|
|
|
215 |
|
|
|
88,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other contractual commitments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated pension benefit payments |
|
|
34,899 |
|
|
|
3,080 |
|
|
|
2,612 |
|
|
|
2,555 |
|
|
|
3,499 |
|
|
|
23,153 |
|
Letters of credit |
|
|
3,938 |
|
|
|
3,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases |
|
|
18,286 |
|
|
|
7,252 |
|
|
|
6,062 |
|
|
|
2,755 |
|
|
|
1,765 |
|
|
|
452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other contractual
commitments |
|
|
57,123 |
|
|
|
14,270 |
|
|
|
8,674 |
|
|
|
5,310 |
|
|
|
5,264 |
|
|
|
23,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
146,800 |
|
|
$ |
14,954 |
|
|
$ |
8,952 |
|
|
$ |
5,525 |
|
|
$ |
93,764 |
|
|
$ |
23,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Accounting Pronouncements
FIN 48. In June 2006, the Financial Accounting Standards Board issued Interpretation No.
48, Accounting for Uncertainty in Income Taxes (FIN 48), effective for fiscal years beginning
after December 15, 2006. FIN 48 requires a two-step approach to determine how to recognize tax
benefits in the financial statements where recognition and measurement of a tax benefit must be
evaluated separately. A tax benefit will be recognized only if it meets a more-likely-than-not
recognition threshold. For tax positions that meet this threshold, the tax benefit recognized is
based on the largest amount of tax benefit that is greater than 50 percent likely of being
realized upon ultimate settlement with the taxing authority. We have completed a substantial
analysis of FIN 48, except for the effects of transfer pricing of transactions between United
States and foreign subsidiaries, and therefore, we have not completed our analysis and determined whether an
adjustment will be required.
SAB 108. In September 2006, the United States Securities and Exchange Commission issued
Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements When
Quantifying Misstatements in Current Year Financial Statements, (SAB 108). SAB 108 provides
interpretive guidance on how the effects of the carryover or reversal of prior year misstatements
should be considered in quantifying a current year misstatement. SAB 108 is effective for fiscal
years ending after November 15, 2006. We do not have any misstatements in our prior year
financial statements that would be deemed material under the provisions of SAB 108 and therefore,
have made no adjustment.
22
FAS 157. In September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157). The provisions of
FAS 157 define fair value, establish a framework for measuring fair value in generally accepted
accounting principles, and expand disclosures about fair value measurements. The provisions of
FAS 157 are effective for fiscal years beginning after November 15, 2006. We are currently
assessing the impact of FAS 157 on our consolidated financial position, results of operations, or
cash flows.
FAS 158. In September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans, an amendment of FAS Statements No. 87, 106, and 132(R), (FAS 158).
FAS 158 requires companies to recognize a net liability or asset and an offsetting adjustment to
accumulated other comprehensive income (loss) to report the funded status of defined benefit
pension and other postretirement benefit plans. Additionally, FAS 158 requires companies to
measure plan assets and obligations at their year-end balance sheet date. We adopted this
statement at the end of fiscal year 2007. See Note 11 in the Notes to our Consolidated Financial
Statements for additional information with respect to the impact associated with our adoption of
FAS 158.
FAS 159. In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities Including an amendment of FAS No. 115, (FAS 159). FAS 159 allows measurement at
fair value of eligible financial assets and liabilities that are not otherwise measured at fair
value. If the fair value option for an eligible item is elected, unrealized gains and losses on
that item shall be reported in current earnings at each subsequent reporting date. FAS 159 also
establishes presentation and disclosure requirements designed to draw comparison between the
different measurement attributes the company elects for similar types of assets and liabilities.
FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is
permitted. We are currently assessing the impact of FAS 159 on our consolidated financial
statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
Interest Rates
We are exposed to market risk from changes in interest rates on debt. We may from time to
time utilize interest rate swaps to manage overall borrowing costs and reduce exposure to adverse
fluctuations in interest rates. We do not use derivative instruments for trading purposes. We are
exposed to interest rate risk on short-term and long-term financial instruments carrying variable
interest rates. Our variable rate financial instruments, including the outstanding credit
facilities, totaled $88.5 million at February 28, 2007. The impact on our results of operations of
a one-point interest rate change on the outstanding balance of the variable rate financial
instruments as of February 28, 2007 would be approximately $0.9 million.
Foreign Exchange
We have global operations and thus make investments and enter into transactions in various
foreign currencies. The value of our consolidated assets and liabilities located outside the
United States (translated at period end exchange rates) and income and expenses (translated using
average rates prevailing during the period), generally denominated in Pesos and Canadian Dollars,
are affected by the translation into our reporting currency (the U.S. Dollar). Such translation
adjustments are reported as a separate component of shareholders equity. In future periods,
foreign exchange rate fluctuations could have an increased impact on our reported results of
operations. However, due to the self-sustaining nature of our foreign operations, we believe we
can effectively manage the effect of these currency fluctuations.
This market risk discussion contains forward-looking statements. Actual results may differ
materially from this discussion based upon general market conditions and changes in domestic and
global financial markets.
23
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our Consolidated Financial Statements and Supplementary Data required by this Item 8 are set
forth following the signature page of this report and are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
No matter requires disclosure.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. An evaluation was carried out under the
supervision and with the participation of our management, including our Chief Executive Officer and
our Chief Financial Officer, of the effectiveness of the design of our disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
February 28, 2007, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief
Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and
procedures as of February 28, 2007 are effective to ensure that information required to be
disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in the SECs rules and forms
and include controls and procedures designed to ensure that information required to be disclosed by
us in such reports is accumulated and communicated to our management, including our principal
executive and financial officers as appropriate to allow timely decisions regarding required
disclosure. Due to the inherent limitations of control systems, not all misstatements may be
detected. Those inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally,
controls could be circumvented by the individual acts of some persons or by collusion of two or
more people. Our controls and procedures can only provide reasonable, not absolute, assurance that
the above objectives have been met.
There were no changes in our internal control over financial reporting identified in
connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15
that occurred during our last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The financial statements, financial analysis and all other information in this Annual Report
on Form 10-K were prepared by management, who is responsible for their integrity and objectivity
and for establishing and maintaining adequate internal controls over financial reporting.
The Companys internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the
United States of America. The Companys internal control over financial reporting includes those
policies and procedures that:
|
i. |
|
pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the
transactions and dispositions of assets of the
Company; |
|
|
ii. |
|
provide reasonable assurance that transactions are
recorded as necessary to permit preparation of
financial statements in accordance with generally
accepted accounting principles, and that receipts and
expenditures of the Company are being made only in
accordance with authorizations of management and
directors of the Company; and |
|
|
iii. |
|
provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or
dispositions of the Companys assets that could have
a material effect on the financial statements. |
There are inherent limitations in the effectiveness of any internal control, including the
possibility of human error and the circumvention or overriding of controls. Accordingly, even
effective internal controls can provide only
24
reasonable assurances with respect to financial statement preparation. Further, because of
changes in conditions, the effectiveness of internal controls may vary over time.
Management assessed the design and effectiveness of the Companys internal control over
financial reporting as of February 28, 2007. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal ControlIntegrated Framework. Based on managements assessment using those criteria, we
believe that, as of February 28, 2007, the Companys internal control over financial reporting is
effective.
Grant Thornton, LLP, an independent registered public accounting firm, has audited the
financial statements of the Company for the fiscal year ended February 28, 2007 and has attested to
managements assertion regarding the effectiveness of the Companys internal control over financial
reporting as of February 28, 2007. Their report is presented on page F-3 of this Report.
ITEM 9B. OTHER INFORMATION
No matter requires disclosure.
25
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Except as set forth below, the information required by Item 10 is incorporated herein by
reference to the definitive Proxy Statement for our 2007 Annual Meeting of Shareholders.
In the wake of well-publicized corporate scandals, the Securities and Exchange Commission and
the New York Stock Exchange have issued multiple new regulations, requiring the implementation of
policies and procedures in the corporate governance area. In complying with new regulations
requiring the institution of policies and procedures, it has been the goal of the Ennis Board of
Directors and senior leadership to do so in a way which does not inhibit or constrain Ennis unique
culture, and which does not unduly impose a bureaucracy of forms and checklists. Accordingly,
formal, written policies and procedures have been adopted in the simplest possible way, consistent
with legal requirements, including a Code of Ethics applicable to the companys principal executive
officer, principal financial officer, and principal accounting officer or controller. The
Companys Corporate Governance Guidelines, its charters for each of its Audit, Compensation,
Nominating and Corporate Governance Committees and its Code of Ethics covering all Employees are
available on the Companys website, www.ennis.com, and a copy will be mailed upon request to Ms.
Sharlene Andrews at 2441 Presidential Parkway, Midlothian, TX 76065. If we make any substantive
amendments to the Code, or grant any waivers to the Code for any of our senior officers or
directors, we will disclose such amendment or waiver on our website and in a report on Form 8-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is hereby incorporated herein by reference to the
definitive Proxy Statement for our 2007 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by Item 12, as to certain beneficial owners and management, is hereby
incorporated by reference to the definitive Proxy Statement for our 2007 Annual Meeting of
Shareholders.
The following table provides information about securities authorized for issuance under the
Companys equity compensation plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
securities |
|
|
|
|
|
|
|
|
|
|
|
available for |
|
|
|
|
|
|
|
|
|
|
|
future issuances |
|
|
|
Number of |
|
|
|
|
|
|
under equity |
|
|
|
securities to be |
|
|
Weighted |
|
|
compensation |
|
|
|
issued upon |
|
|
average |
|
|
plans (excluding |
|
|
|
exercise of |
|
|
exercise price |
|
|
securities |
|
|
|
outstanding |
|
|
of outstanding |
|
|
reflected in |
|
|
|
options |
|
|
options |
|
|
column (a)) |
|
Plan Category |
|
(a) |
|
|
(b) |
|
|
(c) |
|
Equity compensation plans approved by the security
holders (1) |
|
|
593,432 |
|
|
$ |
11.08 |
|
|
|
381,958 |
|
Equity compensation plans not approved by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
593,432 |
|
|
$ |
11.08 |
|
|
|
381,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes the 1998 Option and Restricted Stock Plan, amended and restated as of June 17, 2004
and the 1991 Incentive Stock Option Plan. Includes 39,919 shares of restricted stock. |
26
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by Item 13 is hereby incorporated herein by reference to the
definitive Proxy Statement for our 2007 Annual Meeting of Shareholders.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Item 14 is hereby incorporated herein by reference to the
definitive Proxy Statement for our 2007 Annual Meeting of Shareholders.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as a part of the report:
|
(1) |
|
Index to Consolidated Financial Statements of the Company |
|
|
|
|
An Index to Consolidated Financial Statements has been filed as a part of this Report
beginning on page F-1 hereof. |
|
|
(2) |
|
All schedules for which provision is made in the applicable accounting regulation
of the SEC have been omitted because of the absence of the conditions under which they
would be required or because the information required is included in the consolidated
financial statements of the Registrant or the notes thereto. |
|
|
(3) |
|
Exhibits |
|
|
|
|
An Index to Exhibits has been filed as a part of this Report beginning on page E-1 and
is herein incorporated by reference. |
27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
ENNIS, INC.
|
|
Date: May 9, 2007 |
BY: |
/s/ KEITH S. WALTERS
|
|
|
|
Keith S. Walters, Chairman of the Board, |
|
|
|
Chief Executive Officer and President |
|
|
|
|
|
Date: May 9, 2007 |
BY: |
/s/ RICHARD L. TRAVIS, JR.
|
|
|
|
Richard L. Travis, Jr. |
|
|
|
Vice President Finance and CFO, Secretary and
Principal Financial and Accounting Officer |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
|
Date: May 9, 2007 |
BY: |
/s/ KEITH S. WALTERS
|
|
|
|
Keith S. Walters, Chairman |
|
|
|
|
|
|
|
|
|
Date: May 9, 2007 |
BY: |
/s/ RONALD M. GRAHAM
|
|
|
|
Ronald M. Graham, Director |
|
|
|
|
|
|
|
|
|
Date: May 9, 2007 |
BY: |
/s/ JAMES B. GARDNER
|
|
|
|
James B. Gardner, Director |
|
|
|
|
|
|
|
|
|
Date: May 9, 2007 |
BY: |
/s/ HAROLD W. HARTLEY
|
|
|
|
Harold W. Hartley, Director |
|
|
|
|
|
|
|
|
|
Date: May 9, 2007 |
BY: |
/s/ GODFREY M. LONG, JR.
|
|
|
|
Godfrey M. Long, Jr., Director |
|
|
|
|
|
|
|
|
|
Date: May 9, 2007 |
BY: |
/s/ THOMAS R. PRICE
|
|
|
|
Thomas R. Price, Director |
|
|
|
|
|
|
|
|
|
Date: May 9, 2007 |
BY: |
/s/ KENNETH G. PRITCHETT
|
|
|
|
Kenneth G. Pritchett, Director |
|
|
|
|
|
|
|
|
|
Date: May 9, 2007 |
BY: |
/s/ ALEJANDRO QUIROZ
|
|
|
|
Alejandro Quiroz, Director |
|
|
|
|
|
|
|
|
|
Date: May 9, 2007 |
BY: |
/s/ JAMES C. TAYLOR
|
|
|
|
James C. Taylor, Director |
|
|
|
|
|
|
28
ENNIS, INC. AND SUBSIDIARIES
Index to Consolidated Financial Statements
|
|
|
|
|
|
|
|
F-2 |
|
|
|
|
F-3 |
|
|
|
|
F-4 |
|
|
|
|
F-6 |
|
|
|
|
F-7 |
|
|
|
|
F-8 |
|
|
|
|
F-9 |
|
F-1
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Ennis, Inc.
We have audited the accompanying consolidated balance sheets of Ennis, Inc. (a Texas corporation)
and subsidiaries as of February 28, 2007 and 2006 and the related consolidated statements of
earnings, changes in shareholders equity and comprehensive income, and cash flows for each of the
three years in the period ended February 28, 2007. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Ennis, Inc. and subsidiaries as of February 28, 2007
and 2006, and the results of their operations and their cash flows for each of the three years in
the period ended February 28, 2007 in conformity with accounting principles generally accepted in
the United States of America.
As discussed in Note 8 to the consolidated financial statements, the Company has adopted Financial
Accounting Standard Board (FASB) Statement of Financial Accounting Standards No. 123(R),
Share-Based Payment, effective March 1, 2006. As discussed in Note 11 to the consolidated
financial statements, the Company also adopted FASB Statement of Financial Accounting Standards No.
158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans: An Amendment
of FASB Statements No. 87, 88, 106, and 132R, effective February 28, 2007.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Ennis, Inc. and subsidiaries internal control over
financial reporting as of February 28, 2007, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) and our report dated May 9, 2007 expressed an unqualified opinion on both
managements assessment of Ennis, Inc.s internal control over financial reporting and on the
effectiveness of Ennis, Inc.s internal control over financial reporting.
|
|
|
/s/
Grant Thornton LLP |
|
|
|
|
|
Dallas, Texas
May 9, 2007 |
|
|
F-2
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Ennis, Inc.
We have audited managements assessment, included in the accompanying Managements Report on
Internal Control over Financial Reporting, that Ennis, Inc. (a Texas corporation) and subsidiaries
maintained effective internal control over financial reporting as of February 28, 2007, based on
criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Ennis, Inc.s management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is to express an
opinion on managements assessment and an opinion on the effectiveness of the companys internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinions.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that Ennis, Inc. and subsidiaries maintained effective
internal control over financial reporting as of February 28, 2007, is fairly stated, in all
material respects, based on criteria established in Internal Control-Integrated Framework issued by
COSO. Also in our opinion, Ennis, Inc. and subsidiaries maintained, in all material respects,
effective internal control over financial reporting as of February 28, 2007, based on criteria
established in Internal Control-Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Ennis, Inc. and subsidiaries as of
February 28, 2007 and 2006 and the related consolidated statements of earnings, changes in
shareholders equity and comprehensive income, and cash flows for each of the three years in the
period ended February 28, 2007 and our report dated May 9, 2007 expressed an unqualified opinion on
those financial statements.
|
|
|
/s/
Grant Thornton LLP |
|
|
|
|
|
Dallas, Texas
May 9, 2007 |
|
|
F-3
ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
February 28, |
|
|
|
2007 |
|
|
2006 |
|
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
3,582 |
|
|
$ |
13,860 |
|
Accounts receivable, net of allowance for doubtful receivables
of $2,698 at February 28, 2007 and $3,001 at February 28, 2006 |
|
|
47,285 |
|
|
|
41,686 |
|
Prepaid expenses |
|
|
5,628 |
|
|
|
4,425 |
|
Inventories |
|
|
85,696 |
|
|
|
89,155 |
|
Deferred income taxes |
|
|
7,444 |
|
|
|
6,935 |
|
Assets held for sale |
|
|
1,881 |
|
|
|
2,394 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
151,516 |
|
|
|
158,455 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, at cost |
|
|
|
|
|
|
|
|
Plant, machinery and equipment |
|
|
127,521 |
|
|
|
120,456 |
|
Land and buildings |
|
|
40,680 |
|
|
|
38,038 |
|
Other |
|
|
22,506 |
|
|
|
20,292 |
|
|
|
|
|
|
|
|
Total property, plant and equipment |
|
|
190,707 |
|
|
|
178,786 |
|
Less accumulated depreciation |
|
|
127,650 |
|
|
|
114,983 |
|
|
|
|
|
|
|
|
Net property, plant and equipment |
|
|
63,057 |
|
|
|
63,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
178,314 |
|
|
|
178,280 |
|
Trademarks and tradenames, net |
|
|
63,052 |
|
|
|
61,941 |
|
Customer lists, net |
|
|
20,287 |
|
|
|
21,632 |
|
Deferred finance charges, net |
|
|
1,382 |
|
|
|
1,390 |
|
Prepaid pension asset |
|
|
|
|
|
|
8,277 |
|
Other assets |
|
|
620 |
|
|
|
623 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
478,228 |
|
|
$ |
494,401 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-4
ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except for share amounts)
|
|
|
|
|
|
|
|
|
|
|
February 28, |
|
|
|
2007 |
|
|
2006 |
|
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
25,597 |
|
|
$ |
26,589 |
|
Accrued expenses |
|
|
|
|
|
|
|
|
Employee compensation and benefits |
|
|
15,799 |
|
|
|
17,250 |
|
Taxes other than income |
|
|
611 |
|
|
|
1,488 |
|
Federal and state income taxes payable |
|
|
973 |
|
|
|
2,490 |
|
Other |
|
|
5,615 |
|
|
|
4,524 |
|
Current installments of long-term debt |
|
|
652 |
|
|
|
11,620 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
49,247 |
|
|
|
63,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, less current installments |
|
|
88,971 |
|
|
|
102,916 |
|
Liability for pension benefits |
|
|
2,702 |
|
|
|
|
|
Deferred income taxes |
|
|
19,603 |
|
|
|
28,172 |
|
Other liabilities |
|
|
1,302 |
|
|
|
2,017 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
161,825 |
|
|
|
197,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
|
|
|
Series A junior participating preferred stock of $10 par value.
authorized 1,000,000 shares; none issued |
|
|
|
|
|
|
|
|
Common stock $2.50 par value, authorized 40,000,000 shares;
issued 30,053,443 shares in 2007 and 2006 |
|
|
75,134 |
|
|
|
75,134 |
|
Additional paid in capital |
|
|
122,305 |
|
|
|
122,922 |
|
Retained earnings |
|
|
207,190 |
|
|
|
181,423 |
|
Accumulated other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Foreign currency translation |
|
|
25 |
|
|
|
460 |
|
Minimum pension liability |
|
|
(7,396 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,371 |
) |
|
|
460 |
|
|
|
|
|
|
|
|
|
|
|
397,258 |
|
|
|
379,939 |
|
|
|
|
|
|
|
|
|
|
Treasury stock |
|
|
|
|
|
|
|
|
Cost of 4,475,962 shares in 2007 and 4,574,329 shares in 2006 |
|
|
(80,855 |
) |
|
|
(82,604 |
) |
|
|
|
|
|
|
|
Total shareholders equity |
|
|
316,403 |
|
|
|
297,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
478,228 |
|
|
$ |
494,401 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-5
ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ended |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Net sales |
|
$ |
584,713 |
|
|
$ |
559,397 |
|
|
$ |
365,353 |
|
Cost of goods sold |
|
|
438,776 |
|
|
|
417,307 |
|
|
|
274,596 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
145,937 |
|
|
|
142,090 |
|
|
|
90,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
72,579 |
|
|
|
70,060 |
|
|
|
51,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
73,358 |
|
|
|
72,030 |
|
|
|
39,598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(6,936 |
) |
|
|
(8,331 |
) |
|
|
(2,755 |
) |
Other income (expense), net |
|
|
(57 |
) |
|
|
272 |
|
|
|
622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,993 |
) |
|
|
(8,059 |
) |
|
|
(2,133 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes |
|
|
66,365 |
|
|
|
63,971 |
|
|
|
37,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
24,764 |
|
|
|
23,434 |
|
|
|
14,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
41,601 |
|
|
$ |
40,537 |
|
|
$ |
22,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
25,530,732 |
|
|
|
25,452,582 |
|
|
|
18,935,533 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
25,758,948 |
|
|
|
25,728,299 |
|
|
|
19,259,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share amounts |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings basic |
|
$ |
1.63 |
|
|
$ |
1.59 |
|
|
$ |
1.21 |
|
|
|
|
|
|
|
|
|
|
|
Net earnings diluted |
|
$ |
1.62 |
|
|
$ |
1.58 |
|
|
$ |
1.19 |
|
|
|
|
|
|
|
|
|
|
|
Cash dividends per share |
|
$ |
0.62 |
|
|
$ |
0.62 |
|
|
$ |
0.62 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-6
ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY AND
COMPREHENSIVE INCOME FOR THE FISCAL YEARS ENDED 2005, 2006, AND 2007
(Dollars in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
Treasury Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in |
|
|
Retained |
|
|
Comprehensive |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Shares |
|
|
Amount |
|
|
Total |
|
Balance March 1, 2004 |
|
|
21,249,860 |
|
|
$ |
53,125 |
|
|
$ |
126 |
|
|
$ |
145,653 |
|
|
$ |
(114 |
) |
|
|
(4,856,626 |
) |
|
$ |
(88,208 |
) |
|
$ |
110,582 |
|
Net earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,959 |
|
Foreign currency
translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
5 |
|
Unrealized gain on
derivative
instruments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115 |
|
|
|
|
|
|
|
|
|
|
|
115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,079 |
|
Dividends declared
($.62 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,574 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,574 |
) |
Shares issued in
acquisitions |
|
|
8,803,583 |
|
|
|
22,009 |
|
|
|
123,514 |
|
|
|
|
|
|
|
|
|
|
|
177,458 |
|
|
|
3,700 |
|
|
|
149,223 |
|
Exercise of stock
options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(372 |
) |
|
|
|
|
|
|
43,850 |
|
|
|
795 |
|
|
|
423 |
|
Treasury
stock purchases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(126 |
) |
|
|
(2 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance February 28, 2005 |
|
|
30,053,443 |
|
|
|
75,134 |
|
|
|
123,640 |
|
|
|
156,666 |
|
|
|
6 |
|
|
|
(4,635,444 |
) |
|
|
(83,715 |
) |
|
|
271,731 |
|
Net earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,537 |
|
Foreign currency
translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
455 |
|
|
|
|
|
|
|
|
|
|
|
455 |
|
Unrealized loss on
derivative
instruments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,991 |
|
Dividends declared
($.62 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,780 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,780 |
) |
Exercise of stock
options |
|
|
|
|
|
|
|
|
|
|
(718 |
) |
|
|
|
|
|
|
|
|
|
|
79,369 |
|
|
|
1,434 |
|
|
|
716 |
|
Treasury stock
purchases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,254 |
) |
|
|
(323 |
) |
|
|
(323 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance February 28, 2006 |
|
|
30,053,443 |
|
|
|
75,134 |
|
|
|
122,922 |
|
|
|
181,423 |
|
|
|
460 |
|
|
|
(4,574,329 |
) |
|
|
(82,604 |
) |
|
|
297,335 |
|
Net earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,601 |
|
Foreign currency
translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(435 |
) |
|
|
|
|
|
|
|
|
|
|
(435 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,166 |
|
Adjustment to
initially apply
FAS 158, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,396 |
) |
|
|
|
|
|
|
|
|
|
|
(7,396 |
) |
Dividends declared
($.62 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,834 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,834 |
) |
Excess tax benefit
of stock
option exercises |
|
|
|
|
|
|
|
|
|
|
169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
169 |
|
Stock based
compensation |
|
|
|
|
|
|
|
|
|
|
302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
302 |
|
Exercise of stock
options |
|
|
|
|
|
|
|
|
|
|
(1,088 |
) |
|
|
|
|
|
|
|
|
|
|
98,367 |
|
|
|
1,749 |
|
|
|
661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance February 28, 2007 |
|
|
30,053,443 |
|
|
$ |
75,134 |
|
|
$ |
122,305 |
|
|
$ |
207,190 |
|
|
$ |
(7,371 |
) |
|
|
(4,475,962 |
) |
|
$ |
(80,855 |
) |
|
$ |
316,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-7
ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ended |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
41,601 |
|
|
$ |
40,537 |
|
|
$ |
22,959 |
|
Adjustments to reconcile net earnings to net cash provided
by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
14,670 |
|
|
|
15,474 |
|
|
|
10,367 |
|
Amortization of deferred financing charges |
|
|
451 |
|
|
|
495 |
|
|
|
242 |
|
Amortization of trademarks and customer lists |
|
|
1,957 |
|
|
|
2,337 |
|
|
|
709 |
|
Gain on the sale of equipment |
|
|
(258 |
) |
|
|
(188 |
) |
|
|
(316 |
) |
Bad debt expense |
|
|
1,390 |
|
|
|
317 |
|
|
|
893 |
|
Stock based compensation |
|
|
302 |
|
|
|
|
|
|
|
|
|
Excess tax benefit of stock option exercises |
|
|
(169 |
) |
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
(4,963 |
) |
|
|
456 |
|
|
|
(833 |
) |
Changes in operating assets and liabilities, net of the
effects of acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(3,762 |
) |
|
|
4,633 |
|
|
|
(2,922 |
) |
Prepaid expenses |
|
|
(1,225 |
) |
|
|
761 |
|
|
|
(1,315 |
) |
Inventories |
|
|
5,797 |
|
|
|
(9,332 |
) |
|
|
(3,958 |
) |
Other current assets |
|
|
|
|
|
|
334 |
|
|
|
(2,084 |
) |
Prepaid pension asset/liability for pension benefits |
|
|
3,255 |
|
|
|
6 |
|
|
|
(735 |
) |
Other liabilities |
|
|
(734 |
) |
|
|
1,144 |
|
|
|
(1,403 |
) |
Other assets |
|
|
(482 |
) |
|
|
(2,320 |
) |
|
|
5,078 |
|
Accounts payable and accrued expenses |
|
|
(8,313 |
) |
|
|
(7,227 |
) |
|
|
(6,640 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
49,517 |
|
|
|
47,427 |
|
|
|
20,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(4,999 |
) |
|
|
(9,040 |
) |
|
|
(6,143 |
) |
Purchase of businesses, net of cash acquired |
|
|
(17,637 |
) |
|
|
(1,196 |
) |
|
|
(115,429 |
) |
Proceeds from disposal of plant and property |
|
|
2,811 |
|
|
|
294 |
|
|
|
481 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(19,825 |
) |
|
|
(9,942 |
) |
|
|
(121,091 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings on debt |
|
|
15,647 |
|
|
|
9,000 |
|
|
|
114,200 |
|
Repayment of debt |
|
|
(40,621 |
) |
|
|
(28,508 |
) |
|
|
(6,375 |
) |
Dividends |
|
|
(15,834 |
) |
|
|
(15,780 |
) |
|
|
(11,574 |
) |
Purchase of
treasury stock |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
Proceeds from exercise of stock options |
|
|
661 |
|
|
|
393 |
|
|
|
423 |
|
Excess tax
benefit of stock option exercises |
|
|
169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(39,978 |
) |
|
|
(34,895 |
) |
|
|
96,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
8 |
|
|
|
576 |
|
|
|
4 |
|
Net change in cash and cash equivalents |
|
|
(10,278 |
) |
|
|
3,166 |
|
|
|
(4,373 |
) |
Cash and cash equivalents at beginning of period |
|
|
13,860 |
|
|
|
10,694 |
|
|
|
15,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
3,582 |
|
|
$ |
13,860 |
|
|
$ |
10,694 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-8
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Significant Accounting Policies and General Matters
Nature of Operations. Ennis, Inc. and its wholly owned subsidiaries (the Company) are principally
engaged in the production of and sale of business forms, other business products and apparel to
customers primarily located in the United States.
Basis of Consolidation. The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been
eliminated. The Companys fiscal years ended on the following days: February 28, 2007, February 28,
2006 and February 28, 2005 (fiscal years ended 2007, 2006, and 2005, respectively).
Cash and Cash Equivalents. Cash and cash equivalents consist of highly liquid investments, such as
time deposits held at major banks, commercial paper, United States government agency discount
notes, money market mutual funds and other money market securities with original maturities of 90
days or less. At February 28, 2007, the Company had $993,000 in Mexican and $460,000 in Canadian
bank accounts.
Accounts Receivable. Trade receivables are uncollateralized customer obligations due under normal
trade terms requiring payment generally within 30 days from the invoice date. The Companys
allowance for doubtful receivables reserve is based on an analysis that estimates the amount of its
total customer receivable balance that is not collectible. This analysis includes assessing a
default probability to customers receivable balances, which is influenced by several factors
including (i) current market conditions, (ii) periodic review of customer credit worthiness, and
(iii) review of customer receivable aging and payment trends.
Select trade accounts receivable are sold by the Company to various factors on both non-recourse
and recourse bases. These transactions are accounted for as a sale of financial assets if sold
without recourse and a secured borrowing if sold with recourse. Advances may be paid at the
Companys request on receivables not yet collected by the factors.
Inventories. With the exception of approximately one third of the raw materials of its print
segment, inventories valued at the lower of last-in, first-out (LIFO) cost or market, the Company
values its inventories at the lower of first in, first out (FIFO) cost or market. At fiscal years
ended 2007 and 2006, approximately 6.24% and 6.65% of inventories, respectively, are valued at LIFO
with the remainder of inventories valued at FIFO. The Company provides reserves for excess and
obsolete inventory when necessary based upon analysis of quantities on hand, recent sales volumes
and reference to market prices.
Property, Plant and Equipment. Depreciation of property, plant and equipment is calculated using
the straight-line method over a period presently considered adequate to amortize the total cost
over the useful lives of the assets, which range from 3 to 11 years for plant machinery and
equipment and 10 to 40 years for buildings and improvements. Leasehold improvements are amortized
over the shorter of the lease term or the estimated useful life of the improvements. Repairs and
maintenance are expensed as incurred. Renewals and betterments are capitalized and depreciated over
the remaining life of the specific property unit. The Company capitalizes all leases that are in
substance acquisitions of property. At February 28, 2007, the Company had property, plant and
equipment of approximately $1.9 million classified as assets held for sale on the consolidated
balance sheet. This balance reflects the net book value of a vacant facility and the associated
land held for sale as well as equipment, which is expected to be sold during fiscal year 2008. At
February 28, 2006, the Company had property, plant and equipment of approximately $2.4 million
classified as assets held for sale on the consolidated balance sheet. This balance reflects the net
book value of a vacant facility and the associated land held for sale which was sold in June 2006.
See Note 16 Assets Held For Sale for further discussion.
Goodwill and Other Intangible Assets. Goodwill is the excess of the purchase price paid over the
value of net assets of businesses acquired and is not amortized. Intangible assets with
determinable lives are amortized on a straight-line basis over the estimated useful life. Goodwill
and indefinite-lived intangibles are evaluated for impairment on an annual basis, or more
frequently if impairment indicators arise, using a fair-value-based test that compares the fair
value of the related business unit to its carrying value.
F-9
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Significant Accounting Policies and General Matters-continued
Long-Lived Assets. Long-lived assets, including intangible assets, are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future undiscounted net cash flows expected to be generated by the
asset. If such assets are considered to be impaired, the impairment to be recognized is based upon
future discounted net cash flows.
Fair Value of Financial Instruments. The carrying amounts of cash and cash equivalents, accounts
receivables and accounts payable approximate fair value because of the short maturity of these
instruments. Long-term debt as of fiscal years ended 2007 and 2006 approximates its fair value as
the interest rate is tied to market rates.
Deferred Finance Charges. The Company accounts for deferred finance charges in connection with its
revolving and term credit facility. The costs associated with the debt are amortized using the
straight-line method over the term of the facility. If the facility is extinguished before the end
of the term, the remaining balance of the deferred finance charges will be amortized fully in such
year.
Derivative Financial Instruments. Derivative instruments are recognized on the balance sheet at
fair value. Changes in fair values of derivatives are accounted for based upon their intended use
and designation. When utilized, interest rate swaps are held for purposes other than trading. In
the past, the Company utilized swap agreements related to its term and revolving loans to
effectively fix the interest rate for a specified principal amount. The swaps have been
designated as cash flow hedges and the after-tax effect of the mark-to-market valuation that
relates to the effective amount of derivative financial instrument is recorded as an adjustment to
accumulated other comprehensive income with the offset included in accrued expenses. There were no
derivatives, swaps or deferred gains or losses at the end of fiscal year 2007 or 2006.
Revenue Recognition. Revenue is generally recognized upon shipment of products. 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 some cases and upon customer request, the Company prints and stores custom print
product for customer specified future delivery, generally within twelve months. In this case, risk
of loss passes to the customer, the customer is invoiced under normal credit terms, and revenue is
recognized when manufacturing is complete. Approximately $20,147,000, $16,395,000, and $13,945,000
of revenue was recognized under these arrangements during fiscal years 2007, 2006, and 2005
respectively.
Advertising Expenses. The Company expenses advertising costs as incurred. Catalog and brochure
preparation and printing costs, which are considered direct response advertising, are amortized to
expense over the life of the catalog, which typically ranges from three to twelve months.
Advertising expense was approximately $1,905,000, $1,559,000 and $1,628,000, during the fiscal
years ended 2007, 2006 and 2005, respectively. Included in advertising expense is amortization
related to direct response advertising of $703,000, $622,000 and $454,000 for the fiscal years
ended 2007, 2006 and 2005, respectively. Unamortized direct advertising costs included in other
current assets at fiscal years ended 2007 and 2006 were $529,000 and $379,000, respectively.
Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating loss and tax credit
carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
F-10
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Significant Accounting Policies and General Matters-continued
Earnings Per Share. Basic earnings per share is computed by dividing earnings by the weighted
average number of common shares outstanding during the period. Diluted earnings per share is
computed by dividing earnings by the weighted average number of common shares outstanding plus the
number of additional shares that would have been outstanding if potentially dilutive securities had
been issued, calculated using the treasury stock method. For fiscal year ended 2006, 61,619 of
options were not included in the diluted earnings per share computation because their effect was
anti-dilutive. No shares were anti-dilutive for either fiscal year 2007 or 2005.
Accumulated Other Comprehensive Income (Loss). Accumulated other comprehensive income (loss)
includes adjustments of the changes in the fair value of the Companys cash flow hedge, foreign
currency translation and pension plan. Amounts charged directly to shareholders equity related to
the Companys interest rate swap and pension plan are included in other comprehensive income.
Adjustments resulting from the translation of the financial statements of our Mexican and Canadian
operations are charged or credited directly to shareholders equity and shown as cumulative
translation adjustments in other comprehensive income (loss).
Foreign Currency Translation. The functional currency for the Companys foreign subsidiaries is the
applicable local currency. Assets and liabilities of the foreign subsidiaries are translated to
U.S. dollars at year-end exchange rates. Income and expense items are translated at the rates of
exchange prevailing during the year. The adjustments resulting from translating the financial
statements of the foreign subsidiary are reflected in shareholders equity as accumulated other
comprehensive income or loss.
Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated
in a currency other than the functional currency are included in the results of operations in other
income (expense), net as incurred.
Estimates. The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from these estimates.
Shipping and Handling Costs. In accordance with Emerging Issues Task Force (EITF) 00-10,
Accounting for Shipping and Handling Fees and Costs, the Company records amounts billed to
customers for shipping and handling costs in net sales and related costs are included in cost of
goods sold.
Stock Based Compensation. The Company adopted Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment (FAS 123R), effective March 1, 2006. FAS 123R
requires the recognition of the fair value of stock-based compensation in net earnings. The Company
recognizes stock-based compensation expense net of estimated forfeitures (estimated at 1.1%) over
the requisite service period of the individual grants, which generally equals the vesting period.
For the fiscal year ended February 28, 2007, in accordance with FAS 123R, the Company recorded
stock based compensation expense of approximately $302,000, and related tax benefit of $112,000,
related to this stock based compensation. For a further discussion of the impact of FAS 123R on
the results of our financial statements, see Note 8, Stock Option Plans and Stock Based
Compensation.
Prior to March 1, 2006, the Company applied the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, (FAS 123). In
accordance with the provisions of FAS 123, the Company accounted for stock options granted to its
employees and Board of Directors using the recognition and measurement provisions of Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and its related
interpretations, (APB 25) and accordingly did not recognize compensation expense for stock options
issued to employees and board members. For disclosure purposes, the Company used the Black-Scholes
option pricing model to calculate the related compensation expense for stock options granted, as if
it had applied the fair value recognition provisions of FAS 123. The Company has elected to utilize
the modified prospective transition method for adopting FAS 123R. Under this method, the provisions
of FAS 123R apply to all
awards granted or modified after the date of adoption and any
unvested awards outstanding at the date of adoption.
F-11
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) Significant Accounting Policies and General Matters-continued
The accompanying consolidated statements of earnings for fiscal year 2006 and 2005 were not
restated since the Company elected not to use the retrospective application method under FAS 123R.
A summary of the effect on net earnings and earnings per share for fiscal years 2006 and 2005 as if
the Company had applied the fair value recognition provisions of FAS 123 to share-based
compensation for all outstanding and nonvested stocks options and restricted shares is as follows
(in thousands except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Net earnings as reported |
|
$ |
40,537 |
|
|
$ |
22,959 |
|
Deduct: Stock-based employee compensation expense
not included in reported earnings, net of related
tax effect of $85 and $29, respectively |
|
|
(134 |
) |
|
|
(47 |
) |
|
|
|
|
|
|
|
Pro forma earnings |
|
$ |
40,403 |
|
|
$ |
22,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share |
|
|
|
|
|
|
|
|
Basic as reported |
|
$ |
1.59 |
|
|
$ |
1.21 |
|
|
|
|
|
|
|
|
Basic pro forma |
|
$ |
1.59 |
|
|
$ |
1.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted as reported |
|
$ |
1.58 |
|
|
$ |
1.19 |
|
|
|
|
|
|
|
|
Diluted pro forma |
|
$ |
1.57 |
|
|
$ |
1.19 |
|
|
|
|
|
|
|
|
For purposes of pro forma disclosures, the estimated fair value of stock-based compensation plans
and other options is amortized to expense over the vesting period.
New Accounting Pronouncements
FIN 48. In June 2006, the Financial Accounting Standards Board issued Interpretation No.
48, Accounting for Uncertainty in Income Taxes (FIN 48), effective for fiscal years beginning
after December 15, 2006. FIN 48 requires a two-step approach to determine how to recognize tax
benefits in the financial statements where recognition and measurement of a tax benefit must be
evaluated separately. A tax benefit will be recognized only if it meets a more-likely-than-not
recognition threshold. For tax positions that meet this threshold, the tax benefit recognized is
based on the largest amount of tax benefit that is greater than 50 percent likely of being realized
upon ultimate settlement with the taxing authority. The Company has completed a substantial
analysis of FIN 48, except for the effects of transfer pricing of transactions between United
States and foreign subsidiaries, and therefore, it has not completed its analysis and determined whether an
adjustment will be required.
SAB 108. In September 2006, the United States Securities and Exchange Commission issued
Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements When
Quantifying Misstatements in Current Year Financial Statements, (SAB 108). SAB 108 provides
interpretive guidance on how the effects of the carryover or reversal of prior year misstatements
should be considered in quantifying a current year misstatement. SAB 108 is effective for fiscal
years ending after November 15, 2006. The Company does not have any misstatements in the prior
year financial statements that would be deemed material under the provisions of SAB 108 and
therefore has made no adjustment.
FAS 157. In September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157, Fair Value Measurements, (FAS 157). The provisions of
FAS 157 define fair value, establish a framework for measuring fair value in generally accepted
accounting principles, and expand disclosures about fair value measurements. The provisions of FAS
157 are effective for fiscal years beginning after November 15, 2006. The Company is currently
assessing the impact of FAS 157 on its consolidated financial position, results of operations, or
cash flows.
F-12
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Significant Accounting Policies and General Matters-continued
FAS 158. In September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans, an amendment of FAS Statements No. 87, 106, and 132(R), (FAS 158).
FAS 158 requires companies to recognize a net liability or asset and an offsetting adjustment to
accumulated other comprehensive income (loss) to report the funded status of defined benefit
pension and other postretirement benefit plans. Additionally, FAS 158 requires companies to measure
plan assets and obligations at their year-end balance sheet date. The Company adopted this
statement at the end of fiscal year 2007. See Note 11 in the Notes to the Consolidated Financial
Statements for additional information with respect to the impact associated with the adoption of
FAS 158.
FAS 159. In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities Including an amendment of FAS No. 115, (FAS 159). FAS 159 allows measurement at
fair value of eligible financial assets and liabilities that are not otherwise measured at fair
value. If the fair value option for an eligible item is elected, unrealized gains and losses on
that item shall be reported in current earnings at each subsequent reporting date. FAS 159 also
establishes presentation and disclosure requirements designed to draw comparison between the
different measurements attributes the company elects for similar types of assets and liabilities.
FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is
permitted. The Company is currently assessing the impact of FAS 159 on its consolidated financial
statements.
Concentrations of Risk.
Financial instruments that potentially subject the Company to a concentration of credit risk
principally consist of cash and cash equivalents, short-term investments, and trade receivables.
Cash and cash equivalents and short-term investments are placed with high-credit quality financial
institutions. The Companys credit risk with respect to trade receivables is limited in
managements opinion due to industry and geographic diversification. As disclosed on the
Consolidated Balance Sheets, the Company maintains an allowance for doubtful receivables to cover
estimated credit losses associated with accounts receivable.
The Company, for quality and pricing reasons, purchases its paper, cotton and yarn products from a
limited number of suppliers. To maintain its high standard of color control associated with its
apparel products, the Company purchases its dyeing chemicals from a single source. 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.
(2) Due From Factors
Pursuant to terms of an agreement between the Company and various factors, the Company sold
approximately 53% of its trade accounts receivable of Alstyle Apparel (Alstyle) to the factors on
a non-recourse basis in fiscal year 2007. The price at which the accounts are sold is the invoice
amount reduced by the factor commission of between 0.25% and 1.50%. Additionally, some trade
accounts receivable are sold to the factors on a recourse basis.
Trade accounts receivable not sold to the factor remain in the custody and control of the Company
and the Company maintains all credit risk on those accounts as well as accounts which are sold to
the factor with recourse. The Company accounts for receivables sold to factors with recourse as
secured borrowings.
The Company may request payment from the factor in advance of the collection date or maturity. Any
such advance payments are assessed interest charges through the collection date or maturity at the
JP Morgan Chase Prime Rate. The Companys obligations with respect to advances from the factor are
limited to the interest charges thereon. Advance payments are limited to a maximum of 90% (ninety
percent) of eligible accounts receivable.
F-13
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(2) Due
From Factors (continued)
The following table represents amounts due from factors included in accounts receivable for the
fiscal years ended 2007 and 2006 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Outstanding factored receivables |
|
|
|
|
|
|
|
|
Without recourse |
|
$ |
18,766 |
|
|
$ |
19,762 |
|
With recourse |
|
|
405 |
|
|
|
1,099 |
|
Advances from factors |
|
|
(16,088 |
) |
|
|
(17,772 |
) |
|
|
|
|
|
|
|
|
Due from factors |
|
$ |
3,083 |
|
|
$ |
3,089 |
|
|
|
|
|
|
|
|
(3) Accounts Receivable and Allowance for Doubtful Receivables
Accounts receivable are reduced by an allowance for an estimate of amounts that are uncollectible.
Approximately 98% of the Companys receivables are due from customers in North America. The Company
extends credit to its customers based upon its evaluation of the following factors: (i) the
customers financial condition, (ii) the amount of credit the customer requests and (iii) the
customers actual payment history (which includes disputed invoice resolution). The Company does
not typically require its customers to post a deposit or supply collateral. The Companys allowance
for doubtful receivables reserve is based on an analysis that estimates the amount of its total
customer receivable balance that is not collectible. This analysis includes assessing a default
probability to customers receivable balances, which is influenced by several factors including (i)
current market conditions, (ii) periodic review of customer credit worthiness, and (iii) review of
customer receivable aging and payment trends.
The Company writes-off accounts receivable when they become uncollectible, and payments
subsequently received on such receivables are credited to the allowance in the period the payment
is received. Credit losses from continuing operations have consistently been within managements
expectations.
The following table represents the activity in the Companys allowance for doubtful receivables for
the fiscal years ended (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Balance at beginning of period |
|
$ |
3,001 |
|
|
$ |
3,567 |
|
|
$ |
1,771 |
|
Bad debt expense |
|
|
1,390 |
|
|
|
317 |
|
|
|
893 |
|
Other (1) |
|
|
|
|
|
|
3 |
|
|
|
1,505 |
|
Recoveries |
|
|
101 |
|
|
|
67 |
|
|
|
115 |
|
Accounts written off |
|
|
(1,794 |
) |
|
|
(953 |
) |
|
|
(717 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
2,698 |
|
|
$ |
3,001 |
|
|
$ |
3,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Principally the allowance established in connection with certain acquisitions. |
(4) Inventories
The following table summarizes the components of inventories at the different stages of production
for the fiscal years ended (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Raw material |
|
$ |
11,074 |
|
|
$ |
12,694 |
|
Work-in-process |
|
|
16,694 |
|
|
|
16,886 |
|
Finished goods |
|
|
57,928 |
|
|
|
59,575 |
|
|
|
|
|
|
|
|
|
|
$ |
85,696 |
|
|
$ |
89,155 |
|
|
|
|
|
|
|
|
The excess of current costs at FIFO over LIFO stated values was approximately $4,671,000 and
$4,269,000 at fiscal years ended 2007 and 2006, respectively. There were no significant
liquidations of LIFO inventories during the fiscal years ended 2007, 2006 and 2005.
F-14
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Other Accrued Expenses
The following table summarizes the components of other accrued expenses for the fiscal years ended
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Accrued interest |
|
$ |
975 |
|
|
$ |
685 |
|
Accrued taxes |
|
|
424 |
|
|
|
329 |
|
Accrued legal and professional fees |
|
|
267 |
|
|
|
367 |
|
Accrued utilities |
|
|
786 |
|
|
|
428 |
|
Factored receivables with recourse |
|
|
772 |
|
|
|
|
|
Other accrued expenses |
|
|
2,391 |
|
|
|
2,715 |
|
|
|
|
|
|
|
|
|
|
$ |
5,615 |
|
|
$ |
4,524 |
|
|
|
|
|
|
|
|
(6) Long-Term Debt
Long-term debt consisted of the following at fiscal years ended (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Revolving credit facility |
|
$ |
88,500 |
|
|
$ |
62,500 |
|
Term credit facility |
|
|
|
|
|
|
40,000 |
|
Capital lease obligations |
|
|
784 |
|
|
|
736 |
|
Notes payable to finance companies |
|
|
314 |
|
|
|
1,300 |
|
Notes payable to former Alstyle Shareholders |
|
|
|
|
|
|
10,000 |
|
Other |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89,623 |
|
|
|
114,536 |
|
Less current installments |
|
|
652 |
|
|
|
11,620 |
|
|
|
|
|
|
|
|
Long-term debt |
|
$ |
88,971 |
|
|
$ |
102,916 |
|
|
|
|
|
|
|
|
On March 31, 2006, the Company entered into an amended and restated credit agreement with a group
of lenders led by LaSalle Bank N.A. (the Facility). The Facility provides the Company access to
$150 million in revolving credit and matures on March 31, 2010. The facility bears interest at the
London Interbank Offered Rate (LIBOR) plus a spread ranging from .50% to 1.50% (currently LIBOR +
.75% 6.12%), depending on our total funded debt to EBITDA ratio, as defined. The Facility is
secured by substantially all of our personal and investment property. The Facility contains
financial covenants, restrictions on capital expenditures, acquisitions, asset dispositions, and
additional debt, as well as other customary covenants, such as total funded debt to EBITDA ratio,
as defined. The Facility is secured by substantially all of the Companys assets.
Assets under capital leases have a total gross book value of $1,092,000 and $1,196,000 and the
related accumulated amortization of $240,000 and $477,000 for fiscal years ended 2007 and 2006,
respectively, and are included in property and equipment. Amortization of assets under capital
leases is included in depreciation expense.
Notes payable to finance companies have interest due monthly at 4.82% to 9.46% and principal paid
in equal monthly installments. The notes mature at dates ranging from March 2007 through January
2010 and are collateralized by certain equipment.
Notes payable to former Alstyle Shareholders were obligations of Alstyle Apparel. These notes were
assumed by the Company in connection with its acquisition of Alstyle Apparel in November 2004.
These loans were to individuals with annual payments bearing interest at rates of 4.0% and matured
in November 2006. Payments on these notes were subject to set-off arbitration procedures relating
to subsequently discovered pre-acquisition liabilities that were either undisclosed or
inappropriately accrued for in the books and records, at the time of closing. The Company made all
principal payments during fiscal 2007 relating to these notes. In connection with these
payments, the former shareholders of Alstyle were required to provide a three year irrevocable
letter of credit through 2010 in favor of the Company to cover the resolution of any potential
pre-acquisition liabilities incurred.
F-15
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(6) Long-Term Debt-continued
The Companys long-term debt maturities for the five years following February 28, 2007 are as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
|
|
|
|
Debt |
|
|
Leases |
|
|
Total |
|
2008 |
|
$ |
326 |
|
|
$ |
358 |
|
|
$ |
684 |
|
2009 |
|
|
13 |
|
|
|
265 |
|
|
|
278 |
|
2010 |
|
|
|
|
|
|
215 |
|
|
|
215 |
|
2011 |
|
|
88,500 |
|
|
|
|
|
|
|
88,500 |
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,839 |
|
|
|
838 |
|
|
|
89,677 |
|
Less amount representing interest |
|
|
|
|
|
|
54 |
|
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
88,839 |
|
|
$ |
784 |
|
|
$ |
89,623 |
|
|
|
|
|
|
|
|
|
|
|
(7) Shareholders Equity
In fiscal year 1999, the Company adopted a Shareholder Rights Plan, which provides that the holders
of the Companys common stock receive one preferred share purchase right (a Right) for each share
of the Companys common stock they own. Each Right entitles the holder to buy one one-thousandth of
a share of Series A Junior Participating Preferred Stock, par value $10.00 per share, at a purchase
price of $27.50 per one one-thousandth of a share, subject to adjustment. The Rights are not
currently exercisable, but would become exercisable if certain events occurred relating to a person
or group acquiring or attempting to acquire 15% or more of the outstanding shares of common stock
of the Company (the Event). Under those circumstances, the holders of the Rights would be entitled
to buy shares of the Companys common stock or stock of an acquirer of the Company at a 50%
discount. The Rights expire on November 4, 2008, unless earlier redeemed by the Company. At any
time prior to the Event, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $0.01 per Right (the Redemption Price). The redemption of the Rights may
be made effective at such time and on such basis and conditions as the Board of Directors, in its
sole discretion, may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights will be to receive
the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and after such time as
any person or group of affiliated or associated persons becomes an Acquiring Person, no such
amendment may adversely affect the interests of the holders of the Rights.
The Companys revolving credit facility restricts acquisition of treasury shares and distributions
to its shareholders.
(8) Stock Option Plans and Stock Based Compensation
The Company has stock options granted to key executives and managerial employees and non-employee
directors. At fiscal year ended 2007, the Company has two stock option plans: the 1998 Option and
Restricted Stock Plan amended and restated as of June 17, 2004 and the 1991 Incentive Stock Option
Plan. The Company has 975,390 shares of unissued common stock reserved under the stock option plans
for issuance to officers and directors, and supervisory employees of the Company and its
subsidiaries. The exercise price of each option granted equals the quoted market price of the
Companys common stock on the date of grant, and an options maximum term is ten years. Options may
be granted at different times during the year and vest ratably over various periods, from upon
grant to five years. The Company uses treasury stock to satisfy option exercises and restricted
stock awards.
F-16
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(8) Stock Option Plans and Stock Based Compensation-continued
As a result of the adoption of FAS 123R, the financial results were lower than under the previous
accounting method for share based compensation by the following amounts (in thousands except per
share amounts):
|
|
|
|
|
|
|
2007 |
Earnings before income taxes |
|
$ |
302 |
|
Net earnings |
|
|
190 |
|
Basic and diluted net earnings per common share |
|
$ |
0.01 |
|
Prior to the adoption of FAS 123R, all tax benefits resulting from the exercise of stock options
were presented as operating cash flows in the Consolidated Statements of Cash Flows. FAS 123R
requires that cash flows from the exercise of stock options resulting from tax benefits in excess
of recognized cumulative compensation cost (excess tax benefits) be classified as financing cash
flows. For fiscal year 2007, $169,000 of such excess tax benefits were classified as financing cash
flows.
The Company had the following stock option activity for the three years ended February 28, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
Number |
|
Weighted |
|
Remaining |
|
Aggregate |
|
|
of |
|
Average |
|
Contractual |
|
Intrinsic |
|
|
Shares |
|
Exercise |
|
Life |
|
Value(a) |
|
|
(exact quantity) |
|
Price |
|
(in years) |
|
(in thousands) |
Outstanding at March 1, 2004 |
|
|
699,425 |
|
|
$ |
9.23 |
|
|
|
5.6 |
|
|
|
|
|
Granted |
|
|
48,700 |
|
|
|
16.05 |
|
|
|
|
|
|
|
|
|
Terminated |
|
|
(12,000 |
) |
|
|
10.42 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(40,550 |
) |
|
|
9.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at February 28, 2005 |
|
|
695,575 |
|
|
$ |
9.67 |
|
|
|
4.9 |
|
|
|
|
|
Granted |
|
|
72,700 |
|
|
|
18.51 |
|
|
|
|
|
|
|
|
|
Terminated |
|
|
(750 |
) |
|
|
10.25 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(79,675 |
) |
|
|
9.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at February 28, 2006 |
|
|
687,850 |
|
|
$ |
10.63 |
|
|
|
4.6 |
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminated |
|
|
(22,500 |
) |
|
|
11.13 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(111,837 |
) |
|
|
8.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at February 28, 2007 |
|
|
553,513 |
|
|
$ |
11.08 |
|
|
|
3.9 |
|
|
$ |
8,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at February 28, 2007 |
|
|
454,488 |
|
|
$ |
10.17 |
|
|
|
3.2 |
|
|
$ |
7,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Value is calculated on the basis of the difference between the market value of the
Companys Common Stock as
reported on the New York Stock Exchange on February 28, 2007 ($25.80) and the weighted average
exercise price,
multiplied by the number of shares indicated.
The Company did not grant any stock options during fiscal year 2007. The per share weighted-average
fair value of options granted during fiscal years 2006 and 2005 was $3.52 and $2.86, respectively,
on the date of grant using the Black Scholes option-pricing model with the following
weighted-average assumptions for the fiscal years ended:
F-17
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(8) Stock Option Plans and Stock Based Compensation-continued
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
Expected volatility |
|
|
23.85 |
% |
|
|
23.59 |
% |
Expected term (years) |
|
|
5 |
|
|
|
5 |
|
Risk free interest rate |
|
|
4.37 |
% |
|
|
3.93 |
% |
Dividend yield |
|
|
3.64 |
% |
|
|
3.42 |
% |
Weighted average grant-date fair value |
|
$ |
3.52 |
|
|
$ |
2.86 |
|
A summary of the stock options exercised is presented below for the three fiscal years ended (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
Total cash received |
|
$ |
661 |
|
|
$ |
393 |
|
|
$ |
421 |
|
Income tax benefits |
|
|
169 |
|
|
|
86 |
|
|
|
33 |
|
Total grant-date fair value |
|
|
102 |
|
|
|
87 |
|
|
|
52 |
|
Intrinsic value |
|
|
1,364 |
|
|
|
593 |
|
|
|
285 |
|
A summary of the status of the companys unvested stock options at February 28, 2007, and changes
during the fiscal year ended February 28, 2007 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Number |
|
Grant Date |
|
|
of Options |
|
Fair Value |
Unvested at March 1, 2006 |
|
|
143,700 |
|
|
$ |
2.28 |
|
New grants |
|
|
|
|
|
|
|
|
Vested |
|
|
(44,675 |
) |
|
|
1.76 |
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at February 28, 2007 |
|
|
99,025 |
|
|
$ |
2.52 |
|
|
|
|
|
|
|
|
|
|
As of February 28, 2007, there was $140,000 of unrecognized compensation cost related to
nonvested share based compensation arrangements granted under the Plan. The weighted average
remaining requisite service period of the unvested stock options was 2.2 years. The total fair
value of shares vested during the fiscal year ended February 28, 2007 was $615,000.
The following table summarizes information about stock options outstanding at the end of fiscal
year 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
Options Exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Averaqge |
|
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Number |
|
Remaining Contractual |
|
Average |
|
Number |
|
Average |
Exercise Prices |
|
Outstanding |
|
Life (in Years) |
|
Exercise Price |
|
Exercisable |
|
Exercise Price |
$7.0625 |
|
to |
|
$ |
8.6875 |
|
|
|
239,613 |
|
|
|
2.8 |
|
|
$ |
8.07 |
|
|
|
239,613 |
|
|
$ |
8.07 |
|
10.0625 |
|
to |
|
|
11.6700 |
|
|
|
163,750 |
|
|
|
2.2 |
|
|
|
10.42 |
|
|
|
148,750 |
|
|
|
10.29 |
|
13.2800 |
|
to |
|
|
16.4200 |
|
|
|
112,450 |
|
|
|
7.0 |
|
|
|
15.56 |
|
|
|
28,425 |
|
|
|
14.61 |
|
19.6900 |
|
|
|
|
|
|
|
|
|
|
37,700 |
|
|
|
9.0 |
|
|
|
19.69 |
|
|
|
37,700 |
|
|
|
19.69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
553,513 |
|
|
|
3.9 |
|
|
|
11.08 |
|
|
|
454,488 |
|
|
|
10.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-18
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(8) Stock Option Plans and Stock Based Compensation-continued
The Company had the following restricted stock grants activity for the fiscal year ended February
28, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Number of |
|
Grant Date |
|
|
Shares |
|
Fair Value |
Outstanding at March 1, 2006 |
|
|
23,919 |
|
|
$ |
19.69 |
|
Granted |
|
|
16,000 |
|
|
|
19.64 |
|
Terminated |
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at February 28, 2007 |
|
|
39,919 |
|
|
$ |
19.67 |
|
|
|
|
|
|
|
|
|
|
Exercisable at February 28, 2007 |
|
|
7,970 |
|
|
$ |
19.69 |
|
|
|
|
|
|
|
|
|
|
As of February 28, 2007, the total remaining unrecognized compensation cost related to unvested
restricted stock was approximately $558,000. The weighted average remaining requisite service
period of the unvested restricted stock awards was 2.2 years.
(9) Earnings per Share
Basic earnings per share have been computed by dividing net earnings by the weighted average number
of common shares outstanding during the applicable period. Diluted earnings per share reflect the
potential dilution that could occur if stock options or other contracts to issue common shares were
exercised or converted into common stock. The following table sets forth the computation for basic
and diluted earnings per share for the fiscal years ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Basic weighted average common shares outstanding |
|
|
25,530,732 |
|
|
|
25,452,582 |
|
|
|
18,935,533 |
|
Effect of dilutive options and unvested restricted stock |
|
|
228,216 |
|
|
|
275,717 |
|
|
|
324,017 |
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average common shares outstanding |
|
|
25,758,948 |
|
|
|
25,728,299 |
|
|
|
19,259,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings basic |
|
$ |
1.63 |
|
|
$ |
1.59 |
|
|
$ |
1.21 |
|
|
|
|
|
|
|
|
|
|
|
Net earnings diluted |
|
$ |
1.62 |
|
|
$ |
1.58 |
|
|
$ |
1.19 |
|
|
|
|
|
|
|
|
|
|
|
Cash dividends |
|
$ |
0.62 |
|
|
$ |
0.62 |
|
|
$ |
0.62 |
|
|
|
|
|
|
|
|
|
|
|
(10) Income Taxes
The following table represents components of the provision for income taxes for fiscal years ended
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
19,611 |
|
|
$ |
20,517 |
|
|
$ |
13,254 |
|
State and local |
|
|
3,849 |
|
|
|
2,900 |
|
|
|
2,234 |
|
Foreign |
|
|
1,624 |
|
|
|
1,237 |
|
|
|
|
|
Deferred |
|
|
(320 |
) |
|
|
(1,220 |
) |
|
|
(982 |
) |
|
|
|
|
|
|
|
|
|
|
Total provision for income taxes |
|
$ |
24,764 |
|
|
$ |
23,434 |
|
|
$ |
14,506 |
|
|
|
|
|
|
|
|
|
|
|
F-19
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(10) Income Taxes-continued
The following summary reconciles the statutory U.S. Federal income tax rate to the Companys
effective tax rate for the fiscal years ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
Statutory rate |
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
Provision for state income taxes, net of Federal income tax benefit |
|
|
3.9 |
|
|
|
3.0 |
|
|
|
3.9 |
|
Other |
|
|
(1.6 |
) |
|
|
(1.4 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37.3 |
% |
|
|
36.6 |
% |
|
|
38.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred taxes are recorded to give recognition to temporary differences between the tax basis of
assets and liabilities and their reported amounts in the financial statements. The tax effects of
these temporary differences are recorded as deferred tax assets and deferred tax liabilities.
Deferred tax assets generally represent items that can be used as a tax deduction or credit in
future years. Deferred tax liabilities generally represent items that have been deducted for tax
purposes, but have not yet been recorded in the consolidated statements of earnings. To the extent
there are deferred tax assets that are more likely than not to be realized, a valuation allowance
and would be recorded. The components of deferred income tax assets and liabilities are summarized
as follows (in thousands) for fiscal years ended:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Current deferred tax assets related to: |
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
$ |
1,052 |
|
|
$ |
1,170 |
|
Inventories |
|
|
4,454 |
|
|
|
3,417 |
|
Employee compensation and benefits |
|
|
1,800 |
|
|
|
1,957 |
|
Other |
|
|
138 |
|
|
|
391 |
|
|
|
|
|
|
|
|
|
|
$ |
7,444 |
|
|
$ |
6,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent deferred tax liability related to: |
|
|
|
|
|
|
|
|
Property, plan and equipment |
|
$ |
4,718 |
|
|
$ |
8,003 |
|
Goodwill and other intangible assets |
|
|
18,238 |
|
|
|
17,648 |
|
Pension and noncurrent employee compensation benefits |
|
|
(1,949 |
) |
|
|
2,309 |
|
Net operating loss and foreign tax credits |
|
|
(1,503 |
) |
|
|
|
|
Other |
|
|
99 |
|
|
|
212 |
|
|
|
|
|
|
|
|
|
|
$ |
19,603 |
|
|
$ |
28,172 |
|
|
|
|
|
|
|
|
The Company maintains a valuation allowance to adjust the basis of net deferred tax assets in
accordance with FAS 109 Accounting for Income Taxes for approximately $250,000 as of February 28,
2007 and 2006 related to foreign tax credits. The Company has federal and state net operating loss
carry forwards as a result of an acquisition in the amount of $3,667,000 expiring in fiscal years
2016 through 2025.
(11) Employee Benefit Plans
The Company and certain subsidiaries have a noncontributory defined benefit retirement plan
covering approximately 15% of their employees. Benefits are based on years of service and the
employees average compensation for the highest five compensation years preceding retirement or
termination. The Companys funding policy is to contribute annually an amount in accordance with
the requirements of the Employee Retirement Income Security Act of 1974 (ERISA).
F-20
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(11) Employee Benefit Plans-continued
The Companys pension plan asset allocation, by asset category, is as follows for the fiscal years
ended:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
Equity securities |
|
|
47 |
% |
|
|
47 |
% |
Debt securities |
|
|
44 |
% |
|
|
43 |
% |
Cash and cash equivalents |
|
|
9 |
% |
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
The Companys target asset allocation is 47.0% equities, 44.0% fixed income, and 9.0% cash with a
10.0% plus or minus factor based upon the combined judgments of the Companys Administrative
Committee and its investment advisors.
The Company estimates the long-term rate of return on plan assets will be 8.0% based upon target
asset allocation. Expected returns are developed based upon the information obtained from the
Companys investment advisors. The advisors provide ten-year historical and five-year expected
returns on the fund in the target asset allocation. The return information is weighted based upon
the asset allocation at the end of the fiscal year. The expected rate of return at the beginning of
the fiscal year ended 2007 was 8.0%, the rate used in the calculation of the current year pension
expense.
The Companys retirement benefit plan costs are accounted for using a valuation required by
Statement of Financial Accounting Standard No. 87 (FAS 87), Employers Accounting for Pensions.
The Company adopted Statement of Financial Accounting Standard No. 158, Employers Accounting for
Defined Benefit Pension and other Postretirement Plans an amendment FASB Statements No. 87, 88,
106 and 132R (FAS 158) as of February 28, 2007. FAS 158 requires an entity to recognize the
funded status of its defined pension plans on the balance sheet and to recognize changes in the
funded status that arise during the period but are not recognized as components of net periodic
benefit cost, within accumulated other comprehensive income (loss), net of income taxes.
The following is a summary of the effects of adopting FAS 158 on the Companys balance sheet at
February 28, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before |
|
|
|
|
|
After |
|
|
Application |
|
|
|
|
|
Application |
|
|
of FAS 158 |
|
Adjustment |
|
of FAS 158 |
|
|
(in thousands) |
Prepaid pension asset |
|
$ |
9,427 |
|
|
$ |
(9,427 |
) |
|
$ |
|
|
Total assets |
|
|
487,655 |
|
|
|
(9,427 |
) |
|
|
478,228 |
|
Liability for pension benefits |
|
|
|
|
|
|
2,702 |
|
|
|
2,702 |
|
Deferred income taxes |
|
|
24,333 |
|
|
|
(4,730 |
) |
|
|
19,603 |
|
Accumulated other comprehensive income (loss) |
|
|
25 |
|
|
|
(7,396 |
) |
|
|
(7,371 |
) |
Total shareholders equity |
|
|
323,799 |
|
|
|
(7,396 |
) |
|
|
316,403 |
|
Total liabilities and shareholders equity |
|
|
487,655 |
|
|
|
(9,427 |
) |
|
|
478,228 |
|
Pension expense is composed of the following components included in cost of goods sold and
selling, general and administrative expenses in our consolidated statements of earnings for fiscal
years ended (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Components of net periodic benefit cost
Service cost |
|
$ |
1,440 |
|
|
$ |
1,422 |
|
|
$ |
1,470 |
|
Interest cost |
|
|
2,440 |
|
|
|
2,443 |
|
|
|
2,417 |
|
Expected return on plan assets |
|
|
(2,848 |
) |
|
|
(2,771 |
) |
|
|
(2,663 |
) |
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost |
|
|
(145 |
) |
|
|
(145 |
) |
|
|
(145 |
) |
Unrecognized net loss |
|
|
956 |
|
|
|
1,057 |
|
|
|
1,066 |
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
1,843 |
|
|
$ |
2,006 |
|
|
$ |
2,145 |
|
|
|
|
|
|
|
|
|
|
|
F-21
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(11) Employee Benefit Plans-continued
The following table represents the assumptions used to determine benefit obligations and net
periodic pension cost for fiscal years ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
Weighted average discount rate |
|
|
6.00 |
% |
|
|
6.00 |
% |
|
|
6.00 |
% |
Earnings progression (net periodic pension cost) |
|
|
3.50 |
% |
|
|
3.50 |
% |
|
|
3.50 |
% |
Earnings progression (benefit obligations) |
|
|
3.00 |
% |
|
|
3.50 |
% |
|
|
3.50 |
% |
Expected long-term rate of return on plan assets |
|
|
8.00 |
% |
|
|
8.00 |
% |
|
|
8.00 |
% |
The accumulated benefit obligation (ABO), change in projected benefit obligation (PBO), change
in plan assets, funded status, and reconciliation to amounts recognized in the consolidated balance
sheets are as follows:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Change in benefit obligation |
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year |
|
$ |
42,542 |
|
|
$ |
42,578 |
|
Service cost |
|
|
1,440 |
|
|
|
1,422 |
|
Interest cost |
|
|
2,440 |
|
|
|
2,443 |
|
Actuarial loss |
|
|
(763 |
) |
|
|
(725 |
) |
Benefits paid |
|
|
(2,799 |
) |
|
|
(3,176 |
) |
|
|
|
|
|
|
|
Projected benefit obligation at end of year |
|
$ |
42,860 |
|
|
$ |
42,542 |
|
|
|
|
|
|
|
|
Change in plan assets: |
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
$ |
37,607 |
|
|
$ |
35,779 |
|
Company contributions |
|
|
3,000 |
|
|
|
2,000 |
|
Investment earnings on plan assets |
|
|
2,350 |
|
|
|
3,004 |
|
Benefits paid |
|
|
(2,799 |
) |
|
|
(3,176 |
) |
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
$ |
40,158 |
|
|
$ |
37,607 |
|
|
|
|
|
|
|
|
Funded status (benefit obligation less plan assets) |
|
$ |
(2,702 |
) |
|
$ |
(4,935 |
) |
Unrecognized losses |
|
|
13,373 |
|
|
|
14,601 |
|
Unrecognized prior service cost |
|
|
(1,244 |
) |
|
|
(1,389 |
) |
|
|
|
|
|
|
|
Prepaid pension asset (prior to adoption of FAS 158) |
|
|
9,427 |
|
|
|
8,277 |
|
Adjustment to initially apply FAS 158 |
|
|
(12,129 |
) |
|
|
|
|
|
|
|
|
|
|
|
Liability for pension benefits |
|
$ |
(2,702 |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation at end of year |
|
$ |
36,902 |
|
|
$ |
36,586 |
|
|
|
|
|
|
|
|
The measurement dates used to determine pension and other postretirement benefits is the Companys
fiscal year end. The Company expects to contribute from $2.0 million to $3.0 million during fiscal
year 2008.
Estimated future benefit payments which reflect expected future service, as appropriate, are
expected to be paid in the fiscal years ended (in thousands):
|
|
|
|
|
|
|
Projected |
Year |
|
Payments |
2008 |
|
$ |
3,080 |
|
2009 |
|
|
2,612 |
|
2010 |
|
|
2,555 |
|
2011 |
|
|
3,499 |
|
2012 |
|
|
4,136 |
|
2013 2017 |
|
|
19,017 |
|
F-22
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(11) Employee Benefit Plans-continued
Effective February 1, 1994, the Company adopted a Defined Contribution 401(k) Plan (the 401(k)
Plan) for its United States employees. The 401(k) Plan covers substantially all full-time employees
who have completed sixty days of service and attained the age of eighteen. United States employees
can contribute up to 100 percent of their annual compensation, but are limited to the maximum
annual dollar amount allowable under the Internal Revenue Code. The 401(k) Plan provides for
employer matching contributions or discretionary employer contributions for certain employees not
enrolled in the pension plan for employees of the Company. Eligibility for employer contributions,
matching percentage, and limitations depends on the participants employment location and whether
the employees are covered by the Companys pension plan, etc. The Companys matching contributions
are immediately vested. The Company made matching 401(k) contributions in the amount of $360,000,
$226,000 and $187,000 in fiscal years ended 2007, 2006 and 2005, respectively.
In addition, the Northstar Computer Forms, Inc. 401(k) Profit Sharing Plan was merged into the
401(k) Plan on February 1, 2001. The Company declared profit sharing contributions on behalf of the
former employees of Northstar Computer Forms, Inc. in accordance with its original plan in the
amounts of $370,000, $370,000, and $375,000 in fiscal years ended 2007, 2006, and 2005,
respectively.
(12) Acquisitions and Disposal
The Company purchased all of the outstanding stock of Block Graphics, Inc. (Block), a privately
held company headquartered in Portland, Oregon for $14.8 million in cash on August 8, 2006. Block
Graphics had sales of approximately $38.6 million for the year ended December 31, 2005. The
acquisition of Block continues the strategy of growth through related manufactured products to
further service the Companys existing customer base. The acquisition added additional short-run
print products (snaps, continuous forms, and cut-sheet forms) as well as the production of
envelopes, a new product for the Company.
The following is a summary of the purchase price allocation for Block, net of cash acquired (in
thousands):
|
|
|
|
|
Accounts receivable |
|
$ |
2,492 |
|
Inventories |
|
|
1,864 |
|
Property, plant & equipment |
|
|
7,398 |
|
Other assets |
|
|
152 |
|
Deferred tax asset |
|
|
2,166 |
|
Trademarks |
|
|
1,260 |
|
Accounts payable and accrued liabilities |
|
|
(2,292 |
) |
|
|
|
|
|
|
$ |
13,040 |
|
|
|
|
|
The Company purchased all of the outstanding stock of Specialized Printed Forms, Inc. (SPF), a
privately held company headquartered in Caledonia, New York and the associated land and buildings
for $4.6 million in cash on March 31, 2006. SPF had sales of $9.2 million for the twelve month
period ended July 31, 2005. The acquisition of SPF continues the strategy of growth through related
manufactured products to further service the Companys existing customer base. The acquisition
added additional short-run print products, long-run (jumbo rolls) products and solutions as well as
integrated labels and form/label combinations sold through the indirect sales (distributorship)
marketplace.
F-23
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(12) Acquisitions and Disposal-continued
The following is a summary of the purchase price allocation for SPF (in thousands):
|
|
|
|
|
Accounts receivable |
|
$ |
826 |
|
Inventories |
|
|
579 |
|
Property, plant & equipment |
|
|
3,689 |
|
Other assets |
|
|
5 |
|
Deferred tax asset |
|
|
1,780 |
|
Noncompete |
|
|
25 |
|
Accounts payable and accrued liabilities |
|
|
(2,316 |
) |
|
|
|
|
|
|
$ |
4,588 |
|
|
|
|
|
The Company purchased all the outstanding stock of Tennessee Business Forms, Inc. (TBF), a
privately held company located in Tullahoma, Tennessee, and the associated land and buildings from
a partnership, which leased the facility to TBF, for $1.2 million on January 3, 2006. The
acquisition of TBF continues the strategy of growth through acquisition of related manufactured
products to further service the Companys existing customer base. The acquisition added additional
short-run print products and solutions as well as integrated labels and form/label combinations
sold through the indirect sales (distributorship) marketplace.
|
|
|
|
|
Accounts receivable |
|
$ |
115 |
|
Inventories |
|
|
186 |
|
Property, plant & equipment |
|
|
900 |
|
Other assets |
|
|
25 |
|
Goodwill |
|
|
78 |
|
Accounts payable and accrued liabilities |
|
|
(104 |
) |
|
|
|
|
|
|
$ |
1,200 |
|
|
|
|
|
The results of operations for Block, SPF, and TBF are included in the Companys consolidated
financial statements from the dates of acquisition. The following table represents certain
operating information on a pro forma basis as though all three companies had been acquired as of
March 1, 2005, after the estimated impact of adjustments such as amortization of intangible assets,
interest expense, interest income and related tax effects (in thousands except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
2007 |
|
2006 |
Pro forma net sales |
|
$ |
602,385 |
|
|
$ |
608,573 |
|
Pro forma net earnings |
|
|
41,463 |
|
|
|
40,512 |
|
Pro forma earnings per share diluted |
|
|
1.61 |
|
|
|
1.57 |
|
The pro forma results are not necessarily indicative of what would have occurred if the
acquisitions had been in effect for the periods presented.
(13) Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of net assets of acquired
businesses and is not amortized. Goodwill and indefinite-lived intangibles are evaluated for
impairment on an annual basis, or more frequently if impairment indicators arise, using a
fair-value-based test that compares the fair value of the asset to its carrying value. Fair values
of reporting units are typically calculated using a factor of expected earnings before interest,
taxes, depreciation, and amortization. Based on this evaluation, no impairment was recorded. The
Company must make assumptions regarding estimated future cash flows and other factors to determine
the fair value of the
respective assets in assessing the recoverability of its goodwill and other intangibles. If these
estimates or the related assumptions change, the Company may be required to record impairment
charges for these assets in the future.
F-24
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(13) Goodwill and Other Intangible Assets-continued
Intangible assets with determinable lives are amortized on a straight-line basis over the estimated
useful life. The cost of trademarks is based on fair values at the date of acquisition. Trade names
with determinable lives and a net book value of $792,000 at fiscal year end 2007 are amortized on a
straight-line basis over the estimated useful life (between 1 and 10 years). Trademarks with
indefinite lives with a net book value of $62,260,000 at fiscal year end 2007 are evaluated for
impairment on an annual basis.
The cost of purchased trade names is based on appraised values at the date of acquisition and is
amortized on a straight-line basis over the estimated useful life (between 10 and 15 years) of such
trade names. The Company assesses the recoverability of its definite-lived intangible assets
primarily based on its current and anticipated future undiscounted cash flows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
Carrying |
|
|
Accumulated |
|
|
|
|
|
|
Amount |
|
|
Amortization |
|
|
Net |
|
As of February 28, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Amortized intangible assets (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Tradenames |
|
$ |
1,234 |
|
|
$ |
442 |
|
|
$ |
792 |
|
Purchased customer lists |
|
|
24,057 |
|
|
|
3,770 |
|
|
|
20,287 |
|
Noncompete |
|
|
467 |
|
|
|
417 |
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
25,758 |
|
|
$ |
4,629 |
|
|
$ |
21,129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of February 28, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Amortized intangible assets (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Tradenames |
|
$ |
1,234 |
|
|
$ |
293 |
|
|
$ |
941 |
|
Purchased customer lists |
|
|
23,760 |
|
|
|
2,128 |
|
|
|
21,632 |
|
Noncompete |
|
|
417 |
|
|
|
251 |
|
|
|
166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
25,411 |
|
|
$ |
2,672 |
|
|
$ |
22,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 28, |
|
|
|
2007 |
|
|
2006 |
|
Unamortized intangible assets
Trademarks |
|
$ |
62,260 |
|
|
$ |
61,000 |
|
|
|
|
|
|
|
|
Aggregate amortization expense for fiscal years 2007, 2006 and 2005 was $1,957,000, $2,337,000, and
$709,000, respectively.
The Companys estimated amortization expense for the next five years is as follows:
|
|
|
|
|
2008 |
|
$ |
1,852,000 |
|
2009 |
|
|
1,827,000 |
|
2010 |
|
|
1,811,000 |
|
2011 |
|
|
1,810,000 |
|
2012 |
|
|
1,810,000 |
|
F-25
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(13) Goodwill and Other Intangible Assets-continued
The following table represents changes in the carrying amount of goodwill for the fiscal years
ended (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print |
|
|
Apparel |
|
|
|
|
|
|
Segment |
|
|
Solutions |
|
|
|
|
|
|
Total |
|
|
Group |
|
|
Total |
|
Balance as of March 1, 2005 |
|
$ |
40,338 |
|
|
$ |
138,134 |
|
|
$ |
178,472 |
|
Goodwill adjusted during year |
|
|
242 |
|
|
|
(434 |
) |
|
|
(192 |
) |
Impairment losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 1, 2006 |
|
|
40,580 |
|
|
|
137,700 |
|
|
|
178,280 |
|
Goodwill adjusted during year |
|
|
34 |
|
|
|
|
|
|
|
34 |
|
Impairment losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of February 28, 2007 |
|
$ |
40,614 |
|
|
$ |
137,700 |
|
|
$ |
178,314 |
|
|
|
|
|
|
|
|
|
|
|
During the fiscal year end 2007, adjustments of $34,000 were added to Tennessee Business Forms
goodwill due to revised estimates in accrued expenses acquired. During the fiscal year end 2006,
adjustments of $242,000 were added to Crabar goodwill due to an increase in accrued expenses and
adjustments of $434,000 were deducted from Alstyle goodwill due to changes in accrued expenses and
deferred income taxes.
(14) Segment Information and Geographic Information
The Company operates in two segments the Print Segment and the Apparel Segment.
The Print Segment, which represented 56% of the Companys consolidated net sales for fiscal year
2007, is in the business of manufacturing, designing, and selling business forms and other printed
business products primarily to distributors located in the United States.
The Print Segment operates 39 manufacturing locations throughout the United States in 16
strategically located domestic states. Approximately 96% of the business products manufactured by
the Print Segment are custom and semi-custom, constructed in a wide variety of sizes, colors,
number of parts and quantities on an individual job basis depending upon the customers
specifications.
The products sold include snap sets, continuous forms, laser cut sheets, tags, labels, envelopes,
integrated products, jumbo rolls and pressure sensitive products in short, medium and long runs
under the following labels: Ennis®, Royal, Block, Specialized Printed Forms, TBF/Avant-Garde,
360º Custom Labels, Enfusion, Witt Printing and Calibrated Forms. The Print Segment also sells
the Adams-McClure brand (which provides Point of Purchase advertising for large franchise and fast
food chains as well as kitting and fulfillment); the Admore brand (which provides presentation
folders and document folders); Ennis Tag & Label (which provides tags and labels, promotional
products and advertising concept products); GenForms (which provides short-run and long-run label
production) and Northstar® and GFS (which provide financial and security documents).
The Print Segment sells predominantly through private printers and independent distributors.
Northstar and GFS also sell to a small number of direct customers. Northstar has continued its
focus with large banking organizations on a direct basis (where a distributor is not acceptable or
available to the end-user) and has acquired several of the top 100 banks in the United States as
customers and is actively working on other large banks within the top 100 tier of banks in the
United States. Adams-McClure sales are generally provided through advertising agencies.
The second segment, the Apparel Segment, which accounted for 44% of our fiscal year 2007
consolidated net sales, consists of Alstyle Apparel, which was acquired in November 2004. This
group is primarily engaged in the production and sale of activewear including t-shirts, fleece
goods, and other wearables. Alstyle sales are seasonal,
with sales in the first and second quarters generally being the highest. Substantially all of the
Apparel Segment sales are to customers in the United States.
Corporate information is included to reconcile segment data to the consolidated financial
statements and includes assets and expenses related to the Companys corporate headquarters and
other administrative costs.
F-26
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(14) Segment Information and Geographic Information-continued
During the prior fiscal years, certain sales and marketing expenses were allocated entirely to the
Print Segment. In fiscal year 2007 as this department started providing services to not only the
Print Segment, but the Apparel Segment as well, these expenses were reclassified to Corporate. As
such, amounts for fiscal years 2006 and 2005 have been reclassified to conform to current year
presentation.
Segment data for the fiscal years ended 2007, 2006, and 2005 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print |
|
Apparel |
|
|
|
|
|
Consolidated |
|
|
Segment |
|
Segment |
|
Corporate |
|
Totals |
Fiscal year ended February 28, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
325,679 |
|
|
$ |
259,034 |
|
|
$ |
|
|
|
$ |
584,713 |
|
Depreciation |
|
|
8,275 |
|
|
|
5,745 |
|
|
|
650 |
|
|
|
14,670 |
|
Amortization of identifiable intangibles |
|
|
384 |
|
|
|
1,573 |
|
|
|
|
|
|
|
1,957 |
|
Segment earnings (loss) before
income taxes |
|
|
46,077 |
|
|
|
33,321 |
|
|
|
(13,033 |
) |
|
|
66,365 |
|
Segment assets |
|
|
151,746 |
|
|
|
313,716 |
|
|
|
12,766 |
|
|
|
478,228 |
|
Capital expenditures |
|
|
2,647 |
|
|
|
1,038 |
|
|
|
1,314 |
|
|
|
4,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended February 28, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
321,410 |
|
|
$ |
237,987 |
|
|
$ |
|
|
|
$ |
559,397 |
|
Depreciation |
|
|
7,226 |
|
|
|
7,604 |
|
|
|
644 |
|
|
|
15,474 |
|
Amortization of identifiable intangibles |
|
|
361 |
|
|
|
1,976 |
|
|
|
|
|
|
|
2,337 |
|
Segment earnings (loss) before
income taxes |
|
|
45,121 |
|
|
|
30,085 |
|
|
|
(11,235 |
) |
|
|
63,971 |
|
Segment assets |
|
|
155,457 |
|
|
|
320,113 |
|
|
|
18,831 |
|
|
|
494,401 |
|
Capital expenditures |
|
|
2,977 |
|
|
|
5,061 |
|
|
|
1,002 |
|
|
|
9,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended February 28, 2005: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
309,308 |
|
|
$ |
56,045 |
|
|
$ |
|
|
|
$ |
365,353 |
|
Depreciation |
|
|
7,952 |
|
|
|
1,878 |
|
|
|
537 |
|
|
|
10,367 |
|
Amortization of identifiable intangibles |
|
|
283 |
|
|
|
426 |
|
|
|
|
|
|
|
709 |
|
Segment earnings (loss) before
income taxes |
|
|
45,678 |
|
|
|
3,575 |
|
|
|
(11,788 |
) |
|
|
37,465 |
|
Segment assets |
|
|
169,694 |
|
|
|
312,788 |
|
|
|
14,764 |
|
|
|
497,246 |
|
Capital expenditures |
|
|
3,200 |
|
|
|
237 |
|
|
|
2,706 |
|
|
|
6,143 |
|
F-27
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(14) Segment Information and Geographic Information-continued
Identifiable long-lived assets by country include property, plant, and equipment, net of
accumulated depreciation. The Company attributes revenues from external customers to individual
geographic areas based on the country where the sale originated. Information about the Companys
operations in different geographic areas as of and for the fiscal years ended is as follows (in
thousand):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United |
|
|
|
|
|
|
|
|
|
|
|
|
States |
|
|
Canada |
|
|
Mexico |
|
|
Total |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to unaffiliated customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print Segment |
|
$ |
325,679 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
325,679 |
|
Apparel Segment |
|
|
241,477 |
|
|
|
17,557 |
|
|
|
|
|
|
|
259,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
567,156 |
|
|
$ |
17,557 |
|
|
$ |
|
|
|
$ |
584,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable long-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print Segment |
|
$ |
44,291 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
44,291 |
|
Apparel Segment |
|
|
9,002 |
|
|
|
102 |
|
|
|
2,721 |
|
|
|
11,825 |
|
Corporate |
|
|
6,941 |
|
|
|
|
|
|
|
|
|
|
|
6,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
60,234 |
|
|
$ |
102 |
|
|
$ |
2,721 |
|
|
$ |
63,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to unaffiliated customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print Segment |
|
$ |
321,410 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
321,410 |
|
Apparel Segment |
|
|
220,090 |
|
|
|
17,897 |
|
|
|
|
|
|
|
237,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
541,500 |
|
|
$ |
17,897 |
|
|
$ |
|
|
|
$ |
559,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable long-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print Segment |
|
$ |
40,903 |
|
|
$ |
|
|
|
$ |
|
|
|
|
40,903 |
|
Apparel Segment |
|
|
12,814 |
|
|
|
102 |
|
|
|
3,720 |
|
|
|
16,636 |
|
Corporate |
|
|
6,264 |
|
|
|
|
|
|
|
|
|
|
|
6,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
59,981 |
|
|
$ |
102 |
|
|
$ |
3,720 |
|
|
$ |
63,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to unaffiliated customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print Segment |
|
$ |
309,308 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
309,308 |
|
Apparel Segment |
|
|
50,950 |
|
|
|
5,095 |
|
|
|
|
|
|
|
56,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
360,258 |
|
|
$ |
5,095 |
|
|
$ |
|
|
|
$ |
365,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable long-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print Segment |
|
$ |
44,326 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
44,326 |
|
Apparel Segment |
|
|
14,685 |
|
|
|
137 |
|
|
|
4,527 |
|
|
|
19,349 |
|
Corporate |
|
|
5,887 |
|
|
|
|
|
|
|
|
|
|
|
5,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
64,898 |
|
|
$ |
137 |
|
|
$ |
4,527 |
|
|
$ |
69,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-28
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(15) Commitments and Contingencies
The Company leases certain of its facilities under operating leases that expire on various dates
through fiscal year ended 2013. Future minimum lease commitments and sublease income under
noncancelable operating leases for each of the fiscal years ending are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
|
|
|
|
|
|
|
Lease |
|
|
Sublease |
|
|
|
|
|
|
Commitments |
|
|
Income |
|
|
Net |
|
2008 |
|
$ |
8,060 |
|
|
$ |
(808 |
) |
|
$ |
7,252 |
|
2009 |
|
|
6,129 |
|
|
|
(67 |
) |
|
|
6,062 |
|
2010 |
|
|
2,755 |
|
|
|
|
|
|
|
2,755 |
|
2011 |
|
|
1,765 |
|
|
|
|
|
|
|
1,765 |
|
2012 |
|
|
404 |
|
|
|
|
|
|
|
404 |
|
Thereafter |
|
|
48 |
|
|
|
|
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,161 |
|
|
$ |
(875 |
) |
|
$ |
18,286 |
|
|
|
|
|
|
|
|
|
|
|
Rent expense attributable to such leases totaled $8,913,000, $9,388,000 and $5,837,000 for the
fiscal years ended 2007, 2006 and 2005, respectively.
In the ordinary course of business, the Company also enters into real property leases, which
require the Company as lessee to indemnify the lessor from liabilities arising out of the Companys
occupancy of the properties. The Companys indemnification obligations are generally covered under
the Companys general insurance policies.
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.
(16) Assets Held for Sale
Included in assets held for sale at February 28, 2006 is the print manufacturing facilities, land,
and building located in Medfield, Massachusetts with an approximate value of $2.4 million. The
Company closed on the sale of this property on June 28, 2006 for approximately $2.5 million. The
gain of approximately $0.1 million was included in other income. On September 28, 2006, the Board
of Directors authorized management of the Company to sell the companys print manufacturing
facilities located in Dallas, Texas. In conjunction therewith, land and building with a net book
value of $0.6 million and equipment with a net book value of $1.3 million is being classified as
held for sale at February 28, 2007.
(17) Supplemental Cash Flow Information
Net cash flows from operating activities reflect cash payments for interest and income taxes as
follows for the three fiscal years ended (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
Interest paid |
|
$ |
6,646 |
|
|
$ |
8,038 |
|
|
$ |
2,755 |
|
Income taxes paid |
|
$ |
26,657 |
|
|
$ |
22,957 |
|
|
$ |
13,273 |
|
Supplemental disclosure of non-cash investing and financing activities (in thousand):
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
Fair value of assets acquired in acquisitions |
|
$ |
19,276 |
|
|
$ |
1,226 |
|
Liabilities assumed in acquisitions |
|
$ |
1,648 |
|
|
$ |
104 |
|
F-29
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(18) Subsequent Events
On March 30, 2007, the Company declared a quarterly cash dividend of 15 1/2 cents a share on its
common stock. The dividend was paid May 1, 2007 to shareholders of record on April 16, 2007. April
30, 2007 also has been set as the record date for shareholders entitled to notice of and to vote at
the Annual Meeting of Shareholders to be held on June 28, 2007.
(19) Quarterly Consolidated Financial Information (Unaudited)
The following table represents the unaudited quarterly financial data of the Company for fiscal
years ended 2007 and 2006 (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
May 31 |
|
August 31 |
|
November 30 |
|
February 28 |
Fiscal year ended 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
145,113 |
|
|
$ |
151,718 |
|
|
$ |
151,743 |
|
|
$ |
136,139 |
|
Gross profit |
|
|
37,815 |
|
|
|
38,241 |
|
|
|
37,973 |
|
|
|
31,908 |
|
Net earnings |
|
|
11,330 |
|
|
|
11,643 |
|
|
|
10,822 |
|
|
|
7,806 |
|
Dividends paid |
|
|
3,949 |
|
|
|
3,959 |
|
|
|
3,962 |
|
|
|
3,964 |
|
Per share of common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings |
|
$ |
0.44 |
|
|
$ |
0.46 |
|
|
$ |
0.42 |
|
|
$ |
0.31 |
|
Diluted net earnings |
|
$ |
0.44 |
|
|
$ |
0.45 |
|
|
$ |
0.42 |
|
|
$ |
0.30 |
|
Dividends |
|
$ |
0.155 |
|
|
$ |
0.155 |
|
|
$ |
0.155 |
|
|
$ |
0.155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
149,113 |
|
|
$ |
148,116 |
|
|
$ |
131,690 |
|
|
$ |
130,478 |
|
Gross profit |
|
|
37,478 |
|
|
|
37,252 |
|
|
|
35,620 |
|
|
|
31,740 |
|
Net earnings |
|
|
10,558 |
|
|
|
10,576 |
|
|
|
10,098 |
|
|
|
9,305 |
|
Dividends paid |
|
|
3,940 |
|
|
|
3,945 |
|
|
|
3,946 |
|
|
|
3,949 |
|
Per share of common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings |
|
$ |
0.42 |
|
|
$ |
0.42 |
|
|
$ |
0.40 |
|
|
$ |
0.37 |
|
Diluted net earnings |
|
$ |
0.41 |
|
|
$ |
0.41 |
|
|
$ |
0.39 |
|
|
$ |
0.36 |
|
Dividends |
|
$ |
0.155 |
|
|
$ |
0.155 |
|
|
$ |
0.155 |
|
|
$ |
0.155 |
|
Quarter-over-Quarter (current year)
The decline in the Companys diluted earnings per share for the quarter ended February 28, 2007
when compared to the quarter ended November 30, 2006 is primarily related to the decline in its
sales during the quarter and the corresponding impact on its reported margins. The Company expects
the fourth quarter to be its lowest quarter from a sales, gross profit, net earnings and earnings
per share basis perspective, as this is traditionally the Apparel Segments lowest sales quarter.
Current Quarter Compared to Same Quarter Last Year
For the quarter ended February 28, 2007, the effective tax rate was 38.3% compared to 29.4% for the
quarter ended February 28, 2006. The increase in the effective tax rate had a $1.2 million impact
on net earnings, or $.05 per diluted share, for the quarter ended February 28, 2007. Without this
impact the results for both quarters would have been comparable.
F-30
INDEX TO EXHIBITS
|
|
|
Exhibit Number |
|
Description of Document |
Exhibit 3.1(a)
|
|
Restated Articles of Incorporation as amended through June 23, 1983 with
attached amendments dated June 20, 1985, July 31, 1985 and June 16, 1988
incorporated herein by reference to Exhibit 5 to the Registrants Form 10-K
Annual Report for the fiscal year ended February 28, 1993. |
|
|
|
Exhibit 3.1(b)
|
|
Amendment to articles of Incorporation dated June 17, 2004 incorporated herein. |
|
|
|
Exhibit 3.2
|
|
Bylaws of the Registrant as amended through October 15, 1997 incorporated
herein by reference to Exhibit 3(ii) to the Registrants Form 10-Q Quarterly
Report for the quarter ended November 30, 1997. |
|
|
|
Exhibit 10.1
|
|
Employee Agreement between Ennis, Inc. and Keith S. Walters dated April 21,
2006 incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K filed on April 25, 2006. |
|
|
|
Exhibit 10.2
|
|
Employee Agreement between Ennis, Inc. and Michael D. Magill dated April 21,
2006 incorporated herein by reference to Exhibit 10.2 to the Registrants
Current Report on Form 8-K filed on April 25, 2006. |
|
|
|
Exhibit 10.3
|
|
Employee Agreement between Ennis, Inc. and Ronald M. Graham dated April 21,
2006 incorporated herein by reference to Exhibit 10.3 to the Registrants
Current Report on Form 8-K filed on April 25, 2006. |
|
|
|
Exhibit 10.4
|
|
Employee Agreement between Ennis, Inc. and Richard L. Travis, Jr. dated April
21, 2006 incorporated herein by reference to Exhibit 10.4 to the Registrants
Current Report on Form 8-K filed on April 25, 2006. |
|
|
|
Exhibit 10.5
|
|
Employee Agreement between Ennis, Inc. and David Todd Scarborough dated April
21, 2006 incorporated herein by reference to Exhibit 10.5 to the Registrants
Current Report on Form 8-K filed on April 25, 2006. |
|
|
|
Exhibit 10.6
|
|
2004 Long-Term Incentive Plan incorporated herein by reference to Exhibit 4.1
of the Registrants Form S-8 filed on January 5, 2005. |
|
|
|
Exhibit 10.7
|
|
Form of Executive Incentive and Non-Qualified Stock Option Agreement granted
February 27, 2006 incorporated herein by reference to Exhibit 10.2 to the
Registrants Current Report on Form 8-K filed on March 1, 2006. |
|
|
|
Exhibit 10.8
|
|
Form of Executive Restricted Stock Agreement granted February 27, 2006
incorporated herein by reference to Exhibit 10.2 to the Registrants Current
Report on Form 8-K filed on March 1, 2006. |
|
|
|
Exhibit 10.9
|
|
Indemnity Agreement dated as of June 25, 2004, by and among Laurence Ashkin,
Roger Brown, John McLinden, Arthur Slaven, Ennis, Inc. and Midlothian Holdings
LLC incorporated herein by reference to Exhibit 10.7 to the Registrants Form
S-4 filed on September 3, 2004. |
|
|
|
Exhibit 10.10
|
|
UPS Ground, Air Hundredweight and Sonicair Incentive Program Carrier Agreement
incorporated herein by reference to Exhibit 10 to the Registrants Form 10-K
Annual Report for the fiscal year ended February 28, 2003. |
|
|
|
Exhibit 10.11
|
|
Addendum to UPS Ground, Air and Sonicair Incentive Program Carrier Agreement
dated as of August 9, 2004, between Ennis, Inc. and United Parcel Service,
Inc. incorporated herein by reference to Exhibit 10.10 to the Registrants
Form S-4 filed on September 3, 2004.* |
|
|
|
Exhibit 10.12
|
|
Carbonless Paper Agreement dated as of July 13, 2004 between Ennis, Inc &
MeadWestvaco Corporation incorporated herein by reference to Exhibit 10.11 to
the Registrants Form S-4 filed on September 3, 2004.* |
E-1
INDEX TO EXHIBITS
|
|
|
Exhibit Number |
|
Description of Document |
Exhibit 10.13
|
|
Amended and Restated Credit Agreement dated as of March 31, 2006 among Ennis,
Inc., various other parties that sign and become a party to the security
agreement and LaSalle Bank National Association, as the Administrative Agent
incorporated herein by reference to Exhibit 10.18 to the Registrants Form
10-K Annual Report for the fiscal year ended February 28, 2006. |
|
|
|
Exhibit 10.14
|
|
Amended and Restated Security Agreement dated as of March 31, 2006 among
Ennis, Inc. various other parties that sign and become a party to the security
agreement and LaSalle Bank National Association, as the Administrative Agent
incorporated herein by reference to Exhibit 10.19 to the Registrants Form
10-K Annual Report for the fiscal year ended February 28, 2006. |
|
|
|
Exhibit 21
|
|
Subsidiaries of Registrant |
|
|
|
Exhibit 23
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
Exhibit 31.1
|
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) (Chief Executive Officer) |
|
|
|
Exhibit 31.2
|
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) (Chief Financial Officer) |
|
|
|
Exhibit 32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
Exhibit 32.2
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
* |
|
Portions of Exhibit have been omitted pursuant to a request for confidential treatment filed with
the SEC. |
E-2