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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
or the fiscal year ended February 28, 2003
---------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------- -------
Commission file number 1-5807
---------------
ENNIS BUSINESS FORMS, INC.
- -------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 75-0256410
- ---------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1510 N. Hampton, Suite 300, DeSoto, TX 75115
- ---------------------------------------- ------------------------
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (972) 228-7801
----------------
Securities registered pursuant to Section 12(b) of the Act:
Number of Shares
Outstanding on Name of each exchange
Title of each class April 15, 2003 on which registered
------------------- ---------------- ----------------------
Common Stock, par value
$2.50 per share 16,332,973 New York Stock Exchange
- ----------------------- ---------- -----------------------
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 X No
---- ----
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 registrant's 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. [X]
The aggregate market value of voting stock held by non-affiliates of
the registrant as of April 15, 2003 (16,017,366 shares) was
$180,675,888.
Documents Incorporated by Reference:
Portions of 2003 Annual Report to Shareholders - Incorporated in
Parts I & II
Portions of Proxy Statement dated May 19, 2003 - Incorporated in
Part III
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
PART I
------
Item 1. Business.
- ------ --------
Ennis Business Forms, Inc. was organized under the laws of Texas
in 1909. Ennis Business Forms, Inc. and its subsidiaries
(collectively "Ennis" or the "Company") operate in three business
segments. The Forms Solutions Group is primarily in the business of
manufacturing and selling business forms and other printed business
products. The Promotional Solutions Group is primarily in the
business of design, production and distribution of printed and
electronic media, presentation products, flexographic printing,
advertising specialties and Post-it (registered trademark) Notes.
The Financial Solutions Group designs, manufactures and markets
printed forms and specializes in internal bank forms, secure and
negotiable documents and custom products. Additional information
concerning the segments is incorporated herein by reference to
page 37 of the Company's 2003 Annual Report to Shareholders which
is attached as Exhibit (13) hereto.
Approximately 96% of the business products manufactured by Ennis
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. Ennis operates thirty
manufacturing locations in twelve strategically located states
providing the Ennis dealer a national network for meeting users'
demands for hand or machine written records and documents. For the
year ended February 28, 2003 the sale of business products
represents approximately 85% of consolidated net sales.
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.
The industry is divided into two major competitive segments.
One segment sells directly to end users, and is dominated by a few
large manufacturers. The other segment, which the Company primarily
serves, distributes forms and other business products through a
variety of resellers. The Company believes it is the largest forms
company which serves this segment of the market. There are a number
of competitors which operate in this segment ranging in size from
single employee-owner operations to multi-plant organizations. The
Company's strategic plant locations and buying power permit it to
compete on a favorable basis within this segment of the market on
the competitive factors of service, quality and price.
Distribution of business forms and other business products
throughout the United States is primarily through independent
dealers, including business forms distributors, stationers,
printers, computer software developers, advertising agencies, etc.
The Promotional and Financial Solutions Groups are dependent upon
certain major customers. The loss of such customers could have a
material adverse effect on the segment. No single customer accounts
for as much as ten percent of consolidated net sales.
2
Raw materials 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 is generally not seasonal. General
economic conditions are the predominant factor in quarterly volume
fluctuations.
Patents, Trademarks, Licenses, Franchises and Concessions:
- ---------------------------------------------------------
The Company does not have any significant patents, trademarks,
licenses, franchises or concessions.
Backlog:
- -------
At February 28, 2003 the Company's backlog of business forms
orders believed to be firm was approximately $6,177,000 as compared
to approximately $4,609,000 at February 28, 2002. The backlog of
orders for tools, dies and special machinery at February 28, 2003
was approximately $1,571,000 as compared to approximately $829,000
at February 28, 2002. The backlog of orders of promotional media at
February 28, 2003 was approximately $14,850,000 as compared to
approximately $8,001,000 at February 28, 2002. The backlog of
financial forms at February 28, 2003 was approximately $1,961,000 as
compared to approximately $2,600,000 at February 28, 2002.
Approximately $9,000,000 of the promotional media backlog is not
expected to be filled in the fiscal year ending February 29, 2004.
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, 2003.
Environment:
- -----------
There have been no material effects on the Company arising from
compliance with Federal, State or local provisions or regulations
relating to the protection of the environment.
Employees:
- ---------
At February 28, 2003, the Company had approximately 2,298
employees, of whom approximately 457 were represented by three
unions and under five separate contracts expiring at various times.
3
Item 2. Properties.
- ------ ----------
The Company operates thirty manufacturing facilities located in
twelve states as follows:
Approximate Square feet of
floor space
Location Owned Leased Total
-------- ----- ------ -----
Forms Solutions Group
---------------------
Ennis, Texas Three Manufacturing
Facilities 325,118 - 325,118
Chatham, Virginia Manufacturing 127,956 - 127,956
Paso Robles,
California Manufacturing 94,120 - 94,120
Knoxville,
Tennessee Manufacturing 48,057 - 48,057
Portland, Oregon Manufacturing - 47,000 47,000
Fort Scott,
Kansas Manufacturing 86,660 - 86,660
Fort Scott,
Kansas Warehouse - 10,000 10,000
DeWitt, Iowa Two Manufacturing
Facilities 95,000 - 95,000
Dallas, Texas Manufacturing 82,400 - 82,400
Moultrie, Georgia Manufacturing 25,000 - 25,000
Coshocton, Ohio Manufacturing 24,750 - 24,750
Houston, Texas Manufacturing - 40,800 40,800
San Antonio,
Texas Manufacturing 47,426 - 47,426
Columbus, Kansas Manufacturing 201,000 - 201,000
--------- ------ ---------
1,157,487 97,800 1,255,287
========= ====== =========
Promotional Solutions Group
---------------------------
Wolfe City, Texas Two Manufacturing
Facilities 119,259 - 119,259
Macomb, Michigan Manufacturing 56,350 - 56,350
Bell, California Manufacturing - 19,286 19,286
Denver, Colorado Four Manufacturing
Facilities and
Warehouse - 186,528 186,528
Dallas, Texas Manufacturing - 23,976 23,976
------- ------- -------
175,609 229,790 405,399
======= ======= =======
Financial Solutions Group
-------------------------
Brooklyn Park,
Minnesota Manufacturing 94,800 - 94,800
Roseville,
Minnesota Manufacturing - 42,500 42,500
Arden Hills,
Minnesota Warehouse - 23,684 23,684
Lakewood, Administrative
New York Offices - 642 642
Nevada, Iowa Manufacturing 232,000 - 232,000
Bridgewater,
Virginia Manufacturing - 27,000 27,000
Golden, Colorado Manufacturing - 23,000 23,000
------- ------- -------
326,800 116,826 443,626
======= ======= =======
Administrative Offices
----------------------
DeSoto, Texas Executive and
Administrative
Offices - 13,577 13,577
Ennis, Texas Administrative
Offices 9,300 - 9,300
----- ------ ------
9,300 13,577 22,877
===== ====== ======
4
All of the Forms Solutions Group properties are used for the
production, warehousing and shipping of business forms and other
business products except the Dallas, Texas plant, which is used for
the production of tools, dies and special machinery. The
Promotional Solutions Group properties are used for the
production, warehousing and shipping of the following: business
forms, flexographic printing, advertising specialties and Post-it
(registered trademark) Notes (Wolfe City, Texas); presentation
products (Macomb, Michigan and Bell, California); and printed
and electronic promotional media (Denver, Colorado). All of the
Financial Solutions Group properties are used for the production
of warehousing and shipping of financial forms.
The plants are being operated at normal productive capacity.
Productive capacity fluctuates with the ebb and flow of market
demands and depends upon the product mix at a given point in time.
Equipment is added as existing machinery becomes obsolete or
unrepairable 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
plant's 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 April
2003 through August 2007. No difficulties are presently foreseen in
maintaining or renewing such leases as they expire.
Item 3. Legal Proceedings.
- ------ -----------------
The are no material pending legal proceedings other than
ordinary routine litigation incidental to the business to which the
registrant or its subsidiaries are parties or which property of the
registrant or its subsidiaries is the subject.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------ ---------------------------------------------------
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G of Form 10-K, the following
list is included as an unnumbered Item in Part I of this report in
lieu of being included in the Proxy Statement for the Annual Meeting
of Shareholders to be held on June 19, 2003.
The following is a list of names and ages of all of the
executive officers of the registrant indicating all positions and
offices with the registrant held by each such person and each such
person's principal occupation or employment during the past five
years. All such persons have been elected to serve until the next
annual election of officers (which shall occur on June 19, 2003) and
their successors are elected, or until their earlier resignation or
removal. No person other than those listed below has been chosen to
become an executive officer of the registrant.
5
Keith S. Walters, Chairman of the Board, CEO and President, age
53, was elected Chief Executive Officer in November 1997, Chairman
in June 1998 and President in July 1998. Mr. Walters was employed
by the Company in August 1997 and was elected to the office of Vice
President Commercial Printing Operations at that time. Prior to
joining the Company, Mr. Walters was with Atlas/Soundolier, a
division of American Trading and Production Company, for 8 years,
most recently as Vice President of Manufacturing. Prior to that
time, Mr. Walters was with the Automotive Division of United
Technologies Corporation for 15 years, primarily in manufacturing
and operations.
Ronald M. Graham, Vice President Administration, age 55, was
elected Vice President Administration in April 2001. Mr. Graham was
employed by the Company in January 1998 as Director of Human
Relations and was elected Vice President Human Resources in June
1998. Prior to joining the Company, Mr. Graham was with E. V.
International, Inc. (formerly Mark IV Industries, Inc.) for 17 years
as Corporate Vice President, Administration. Prior to that time,
Mr. Graham was with Sheller-Globe for 3 years as Corporate Director
of Human Resources.
Harve Cathey, Vice President Finance, Chief Financial Officer,
Secretary and Treasurer, age 64, was elected Vice President and
Chief Financial Officer in January 2003. Mr. Cathey was elected
Secretary in October 1998 and Treasurer in July 1998. Mr. Cathey
has been employed by the Company continuously since April 1969.
Previously, Mr. Cathey served as Vice President-Finance and
Secretary (from September 1983 to September 1996) and Treasurer
(from June 1978 to December 1992).
Kenneth E. Overstreet, Group President of the Company's
Financial Solution and Promotional Solution Groups, age 60, was
appointed Group President of the Company's Promotional Solution
Group in March 2001. Mr. Overstreet was employed by the Company in
June 2000 as the Group President of the Company's Financial Solution
Group, as a result of the acquisition of Northstar Computer Forms,
Inc. (NSCF). Prior to June 2000, Mr. Overstreet was with NSCF since
1989, serving as President since 1993.
There is no family relationship among or between any executive
officers of the registrant, nor any family relationship between any
executive officers and directors.
6
PART II
-------
Market for the Registrant's Common Equity and Related
Item 5. Shareholder Matters.
- ------ -----------------------------------------------------
The Company's common stock is traded on the New York Stock
Exchange. The following table sets forth for the periods indicated:
the high and low closing sales prices and the common stock trading
volume as reported by the New York Stock Exchange and dividends
declared by the Company.
Common
Stock
Trading
Volume Dividends
(number per share
Common Stock Price Range of shares of
----------------------- in Common
High Low Thousands) Stock
---- --- ---------- -----
Fiscal Year Ended February 28, 2003
First Quarter $14.1800 $10.3400 3,155 $0.155
Second Quarter 14.4500 10.7500 3,438 0.155
Third Quarter 13.2800 11.5400 1,600 0.155
Fourth Quarter 13.2300 10.7000 2,078 0.155
Fiscal Year Ended February 28, 2002
First Quarter $9.1500 $7.4700 1,531 $0.155
Second Quarter 9.1200 7.5500 917 0.155
Third Quarter 9.5300 7.7000 594 0.155
Fourth Quarter 10.8800 9.0700 1,131 0.155
On April 15, 2003, the last sale price of the common stock was
$11.28 per share and the number of shareholders of record was 1,569.
Item 6. Selected Financial Data.
- ------ -----------------------
The information required by this item is incorporated herein by
reference to page 12 of the Company's 2003 Annual Report to
Shareholders which is attached as Exhibit (13) hereto.
Management's Discussion and Analysis of Financial
Item 7. Condition and Results of Operations.
- ------ -------------------------------------------------
The information required by this item is incorporated herein by
reference to pages 13 through 17 of the Company's 2003 Annual Report
to Shareholders which is attached as Exhibit (13) hereto.
Item 7a. Quantitative and Qualitative Disclosure About Market Risk.
- ------- ---------------------------------------------------------
The information required by this item is incorporated by
reference to page 17 of the Company's 2003 Annual Report to
Shareholders which is attached as Exhibit (13) hereto.
7
Item 8. Financial Statements and Supplementary Data.
- ------ -------------------------------------------
The information required by this item is incorporated herein by
reference to pages 20 through 39 of the Company's 2003 Annual Report
to Shareholders which is attached as Exhibit (13) hereto.
Changes in and Disagreements with Accountants on
Item 9. Accounting and Financial Disclosure.
- ------ ------------------------------------------------
There were no disagreements with the independent auditors on
accounting and financial disclosure.
8
PART III
--------
Item 10. Directors and Executive Officers of the Registrant.
- ------- --------------------------------------------------
For information with respect to executive officers of the
registrant, see "Executive Officers of the Registrant" at the end of
Part I of this report.
The information required by this item regarding Directors is
incorporated by reference to pages 3 through 6 of the Company's
Proxy Statement dated May 19, 2003.
Item 11. Executive Compensation.
- ------- ----------------------
The information required by this item is incorporated herein by
reference to pages 7 through 13 of the Company's Proxy Statement
dated May 19, 2003.
Security Ownership of Certain Beneficial Owners and
Item 12. Management.
- ------- ---------------------------------------------------
The information required by this item is incorporated herein by
reference to pages 2 through 3 of the Company's Proxy Statement
dated May 19, 2003.
Item 13. Certain Relationships and Related Transactions.
- ------- ----------------------------------------------
This information required by this item is incorporated herein
by reference to page 36 of the Company's 2003 Annual Report to
Shareholders which is attached as Exhibit (13) hereto.
Item 14. Controls and Procedures.
- ------- -----------------------
There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation. The Company's
certifying officers have established and maintain disclosure
controls and procedures to ensure that material information relating
to the Company is made known to them.
9
PART IV
-------
Exhibits, Financial Statement Schedule, and Reports on
Item 15. Form 8-K.
- ------- ------------------------------------------------------
(a) 1. (a) 2. Financial Statements and Financial
Statement Schedule.
See accompanying index to financial statements
and financial statement schedule for a list of
all financial statements and the financial
statement schedule filed as part of this report
(page S-1).
3. Exhibits
The exhibits as listed on the accompanying index
to exhibits on page 19 are filed as part of this
Form 10-K.
(b) Reports on Form 8-K:
-------------------
The Company filed a report on Form 8-K on November 13,
2002 regarding the acquisition of Calibrated Forms Co.,
Inc.
10
UNDERTAKINGS WITH RESPECT TO REGISTRANT'S REGISTRATION
STATEMENTS, FORM S-8
(NUMBERS: 33-43087, 333-58963, 333-44624, 333-38100)
(1) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, forming a part of the
referenced registration statement, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
(2) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each employee to whom
the prospectus is sent or given a copy of the registrant's annual
report to shareholders for its last fiscal year, unless such
employee otherwise has received a copy of such report, in which case
the registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the annual
report of the registrant for the preceding fiscal year may be so
delivered, but within such 120 day period the annual report for the
last fiscal year will be furnished to each such employee.
(3) The undersigned registrant hereby undertakes to transmit
or cause to be transmitted to all employees participating in the
plan who do not otherwise receive such material as shareholders of
the registrant, at the time and in the manner such material is sent
to its shareholders, copies of all reports, proxy statements and
other communications distributed to its shareholders generally.
11
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.
(Registrant) ENNIS BUSINESS FORMS, INC.
Date: May 21, 2003 BY: /s/ Keith S. Walters
------------------- ----------------------------------
Keith S. Walters, Chairman of the
Board, Chief Executive Officer and
President
Date: May 21, 2003 BY: /s/ Harve Cathey
------------------- ----------------------------------
Harve Cathey
Vice President - Finance and CFO,
Secretary and Treasurer,
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 21, 2003 BY: /s/ Keith S. Walters
------------------- ----------------------------------
Keith S. Walters, Director
Date: May 21, 2003 BY: /s/ Ronald M. Graham
------------------- ----------------------------------
Ronald M. Graham, Director
Date: May 21, 2003 BY: /s/ Harold W. Hartley
------------------- ----------------------------------
Harold W. Hartley, Director
Date: May 21, 2003 BY: /s/ Thomas R. Price
------------------- ----------------------------------
Thomas R. Price, Director
Date: May 21, 2003 BY: /s/ Kenneth G. Pritchett
------------------- ----------------------------------
Kenneth G. Pritchett, Director
12
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
The following is a list of the financial statements and
financial statement schedule which are included in this Form 10-K
or which are incorporated herein by reference. The consolidated
financial statements of the Company included in the Company's
2003 Annual Report to Shareholders are incorporated herein by
reference in Item 8. With the exception of the pages listed in
this index and pages listed in Items 1, 6, 7 and 8 incorporating
certain portions of the Company's 2003 Annual Report to
Shareholders, such 2003 Annual Report to Shareholders is not
deemed to be filed as part of this Form 10-K.
2003
Annual
Form Report to
10-K Shareholders
---- ------------
Consolidated Financial Statements of the
Company:
Consolidated Balance Sheets -
February 28, 2003 and 2002 23 - 24
Consolidated Statements of Earnings -
years ended February 28, 2003,
2002 and 2001 20
Consolidated Statements of Cash Flows -
years ended February 28, 2003,
2002 and 2001 22
Notes to Consolidated Financial
Statements 25 - 39
Independent Auditors' Report for year ended
February 28, 2001 S-2
Independent Auditors' Report for year ended
February 28, 2002 and 2003 S-3
II - Valuation and qualifying accounts S-4
All other schedules are omitted as the required information is
inapplicable or the information is presented in the financial
statement or related notes.
S-1
Independent Auditors' Report
The Board of Directors and Shareholders
Ennis Business Forms, Inc.:
We have audited the consolidated statements of earnings, changes
in shareholders' equity and cash flows of Ennis Business Forms,
Inc. and subsidiaries as of February 28, 2001. We have
also audited the related financial statement schedule for the
year ended February 28, 2001. These consolidated financial
statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these consolidated financial statements
and financial statement schedule based on our audit.
We conducted our audit in accordance with auditing standards
generally accepted in the United States of America. 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 results
of operations and the cash flows of Ennis Business Forms,
Inc. and subsidiaries for the year ended February 28, 2001, in
conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, the
related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the
information set forth therein for the year ended February 28,
2001.
/s/ KPMG LLP
Dallas, Texas
April 12, 2001
S-2
Report of Independent Auditors
Board of Directors and Shareholders
Ennis Business Forms, Inc.
We have audited the accompanying consolidated balance sheets of
Ennis Business Forms, Inc. and subsidiaries (the Company) as of
February 28, 2003 and 2002, and the related consolidated
statements of earnings, shareholders' equity and cash flows for
each of the two years in the period ended February 28, 2003. Our
audit also included the financial statement schedule listed in
the Index at Item 15(a). These financial statements and
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audits in accordance with auditing standards
generally accepted in the 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.
In our opinion, the 2003 and 2002 consolidated financial
statements referred to above present fairly, in all material
respects, the consolidated financial position of Ennis Business
Forms, Inc. and subsidiaries as of February 28, 2003 and 2002,
and the consolidated results of their operations and their cash
flows for each of the two years in the period ended February 28,
2003, in conformity with accounting principles generally accepted
in the United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
As discussed in Notes 1 and 10 to the financial statements, in
2003 the Company changed its method of accounting for goodwill.
/s/ Ernst & Young, LLP
Dallas, Texas
April 14, 2003
S-3
Schedule II
ENNIS BUSINESS FORMS, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three Years Ended February 28, 2003
(In thousands)
Additions
---------
Balance at Charged Charged Balance
beginning to to other at end
Description of year operations accounts Deductions of year
----------- ------- ---------- -------- ---------- -------
Year ended February
28, 2003:
Allowance for
doubtful
receivables $1,486 941 135 (4) 1,268 (3) 1,294
====== === ======= ========= =====
Year ended February
28, 2002:
Allowance for
doubtful
Receivables $1,484 1,007 25 (2) 1,030 (3) 1,486
====== ===== ====== ========= =====
Year ended February
29, 2001:
Allowance for
doubtful
Receivables $1,263 901 241 (1) 921 (3) 1,484
====== === ======= ======= =====
Notes:
(1) Principally Allowance from Acquisition of Northstar
Computer Forms, Inc.
(2) Principally collection of accounts previously charged off.
(3) Charge-off of uncollectible receivables.
(4) Principally Allowance from Acquisition of Calibrated
Forms Co., Inc.
S-4
CERTIFICATION
I, Keith S. Walters, certify that:
1. I have reviewed this annual report on Form 10-K of Ennis
Business Forms, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared;
b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this annual report
(the "Evaluation Date"); and
c) Presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) All significant deficiencies in the design or operation
of internal controls which could adversely affect
the registrant's ability to record, process, summarize
and report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
/s/ Keith S. Walters
Keith S. Walters
Chief Executive Officer
May 21, 2003
17
CERTIFICATION
I, Harve Cathey, certify that:
1. I have reviewed this annual report on Form 10-K of Ennis
Business Forms, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared;
b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the
"Evaluation Date"); and
c) Presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) All significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
/s/ Harve Cathey
Harve Cathey
Chief Financial Officer
May 21, 2003
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INDEX TO EXHIBITS
Exhibit 3(i) 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 Registrant's Form 10-K
Annual Report for the fiscal year ended
February 28, 1993.
Exhibit 3(ii) 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 UPS Ground, Air Hundredweight and Sonicair
Incentive Program Carrier Agreement.*
Exhibit 13 Portions of 2003 Annual Report to Shareholders.
Exhibit 21 Subsidiaries of Registrant.
Exhibit 23.1 Independent Auditors' Consent.
Exhibit 23.2 Consent of Independent Auditors.
Exhibit 99.1 Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 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 Securities and Exchange
Commission.
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