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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2005
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-5807
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ENNIS, INC.
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(Exact name of registrant as specified in its charter)
Texas 75-0256410
- --------------------------------- ------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2441 Presidential Parkway, Midlothian, Texas 76065
- --------------------------------------------- -----------
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (972) 775-9801
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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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 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]
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).
Yes X No
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The number of shares of the registrant's Common Stock, par value
$2.50, outstanding at April 15, 2005 was 25,417,995.
The aggregate market value of voting stock held by non-affiliates
of the registrant as of August 31, 2004 (16,166,888) and April
15, 2005 (25,182,674 shares) were $301,997,468 and $407,455,665,
respectively.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of 2005 Annual Report to Shareholders - Incorporated in
Parts I & II
Portions of Proxy Statement filed within 120 days of the February
28, 2005 fiscal year end - Incorporated in Part III
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
PART I
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Item 1. Business.
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Ennis, Inc., formerly named Ennis Business Forms, Inc. was
organized under the laws of Texas in 1909. Ennis, Inc. and its
subsidiaries (collectively "Ennis" or the "Company") operate in
four 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. The Apparel Solutions Group manufactures and
distributes t-shirts and other activewear apparel. Additional
information concerning the segments is incorporated herein by
reference to page 18 through 20 of the Company's 2005 Annual
Report to Shareholders that is attached as Exhibit (13) hereto.
Approximately 98% of the business products manufactured by
the Forms, Promotional and Financial Solutions Groups 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 of
Apparel Solutions Group are standardized shirts manufactured in a
variety of sizes and colors. The Forms, Promotional and Financial
Solutions Groups operates thirty four manufacturing locations in
United States of America (USA) and seventeen strategically
located domestic states providing the Ennis dealer a national
network for meeting users' demands for hand or machine written
records and documents. The Apparel Solutions Groups operates six
manufacturing facilities, one in the USA and five in Mexico.
Additionally, it operates seven distribution centers in five
states and Canada. For the year ended February 28, 2005 the sales
from the Forms Solutions Group was 49% of consolidated net sales,
Promotional Solutions Group was 23%, Financial Solutions Group
was 13% and Apparel products represented approximately 15%.
Management estimates the sale of apparel products in the future
will constitute a significantly larger portion 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 of the Printing Segments of Ennis is divided
into two major competitive segments. One segment sells directly
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 segment, which the Company
primarily serves, distributes forms and other business products
through a variety of resellers. Cenveo also distributes forms
and other business products through a variety of resellers. The
Company believes it is one of the largest forms companies 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
such as Cenveo and their Quality Park brand. 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.
1
The Apparel Segment industry is divided into a number of
segments, although Alstyle is primarily involved in the
activewear segment and produces t-shirts, fleece items, and
sources 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, Russell, Hanes and Gildan
Activewear. While it is not possible to calculate precisely,
Alstyle is one of the major provides or activewear 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. Alstyle's strategy is to provided
the best value to its customers by delivering a consistent, high-
quality product at a competitive price. Alstyle's 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 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. Distribution of the Apparel products is
through its own staff of sales representatives selling to
distributors who resell to retailers, or directly to
screenprinters, embellishers, retailers and mass marketers.
Raw materials of the Printing Segments 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. Raw materials of the
Apparel Segment principally consist of cotton and polyester yarn.
Business products usage in the Printing Segment is generally
not seasonal. General economic conditions and contraction of
traditional business forms industry are the predominant factor in
quarterly volume fluctuations. The Apparel Segment has a
cyclical nature to the business. Sales of activewear are
heaviest in the first and second fiscal quarters of Ennis, Inc.,
with the third quarter being historically less than the previous
quarter and the fourth quarter being the low point in the cycle.
Patents, Licenses, Franchises and Concessions:
- ---------------------------------------------------------
The Company does not have any significant patents, licenses,
franchises or concessions.
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, 360 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.
2
Backlog:
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At February 28, 2005 the Company's backlog of business forms
orders believed to be firm was approximately $7,918,000 as
compared to approximately $5,355,000 at February 29, 2004. The
backlog of orders of promotional media at February 28, 2005 was
approximately $6,824,000 as compared to approximately $12,300,000
at February 29, 2004. The backlog of financial forms at February
28, 2005 was approximately $2,376,000 as compared to
approximately $2,315,000 at 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, 2005.
Environment:
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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, 2005, the Company had approximately 6,200
employees. Approximately 2,800 of the employees are in Mexico
and approximately 30 employees are in Canada. Of the USA
employees, approximately 460 were represented by three unions and
under six separate contracts expiring at various times. Of the
employees in Mexico, two unions represent substantially all with
contracts expiring a various times.
Risk Factors
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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 Company's 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.
Ennis may be required to write down goodwill and other intangible
assets in the future, which could cause its financial condition
and results of operations to be negatively affected in the future
- -----------------------------------------------------------------
When Ennis acquires a business, a portion of the purchase
price of the acquisition is allocated to goodwill and other
identifiable intangible assets. The amount of the purchase price,
which is allocated to goodwill and other intangible assets, is
determined by the excess of the purchase price over the net
identifiable assets acquired. At February 28, 2005 Ennis'
goodwill was approximately $178.5 million. Under current
accounting standards, if Ennis determines goodwill or intangible
assets are impaired, it would be required to write down the value
of these assets. Ennis conducts an annual review to determine
whether goodwill and other identifiable intangible assets are
impaired. Ennis completed such an impairment analysis for its
fiscal year ended
3
February 28, 2005, and concluded that no impairment charge was
necessary. Ennis cannot provide assurance that it will not be
required to take an impairment charge in the future. Any
impairment charge would have a negative effect on its
shareholders' equity and financial results and may cause a
decline in Ennis' 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 Ennis' 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. We are
also seeking to introduce new products and services that may be
less susceptible to technological obsolescence. 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 Ennis to reduce prices or to offer other incentives in
order to enable its 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 our reducing our prices or offering
incentives in order to enable our distributors to attract new
customers and retain existing customers.
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.
Concentration of Business Form and Apparel Vendors and Suppliers
- -----------------------------------------------------------------
We use a limited number of vendors and suppliers to provide
ink for our business, and we use as sole sources Mead/Westvaco
for paper and UPS for delivery services. We contract with
Parkdale Mills for our supplies of yarn. If there are
interruptions in supplies or service from these vendors or
suppliers, it could result in a disruption to our business, if we
are unable to readily find alternative service providers at
comparable rates.
Ennis could experience labor disputes that could disrupt its
business in the future
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As of February 28, 2005, approximately 14% of Ennis'
domestic employees are represented by labor unions under
collective bargaining agreements, which are subject to periodic
renegotiations. Two unions represent all of the hourly employees
in Mexico. Although Ennis has not experienced any labor
stoppages in the
4
last 10 years, there can be no assurance that any future labor
negotiations may not prove successful, may result in a
significant increase in the cost of labor or may break down and
result in the disruption of our business forms operations.
Alstyle obtains its raw materials from a limited number of
suppliers and any disruption in its relationships with these
suppliers, or any substantial increase in the price of raw
materials, could have a material adverse effect on Alstyle
- -----------------------------------------------------------------
Cotton yarn is the primary raw material used in Alstyle's
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 50% of
Alstyle's yarn requirements and has an entire yarn mill dedicated
to Alstyle's production. The other major raw material components
used in Alstyle's manufacturing processes are chemicals used to
treat the fabric during the dyeing process. Alstyle sole-sources
the supply of these chemicals from one supplier. If Alstyle's
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. While we believe that
Alstyle will be competitive with other companies in the United
States apparel industry in negotiating the price of cotton
purchased for future production use, any significant increase in
the price of cotton could have a material adverse effect on our
results of operations.
Alstyle faces intense competition to gain market share, which may
lead some competitors to sell substantial amounts of goods at
prices against which Alstyle cannot profitably compete
- -----------------------------------------------------------------
Demand for Alstyle's products is dependent on the general
demand for t-shirts and the availability of alternative sources
of supply. Alstyle's 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.
Apparel industry cyclicality
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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.
Foreign political and economic risk
- -----------------------------------------------------------------
Alstyle operates cutting and sewing facilities in Mexico,
and sources certain product manufacturing and purchases in El
Salvador, Pakistan, China and Southeast Asia. Alstyle's 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 its 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 government of Mexico 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.
5
Alstyle's products are subject to foreign competition, which in
the past has been faced with significant U.S. government import
restrictions
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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
Alstyle's 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 seriously 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 agreement's 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 5% of its sewing to a
contract manufacturer in El Salvador, and we do not anticipate
that this will have a material effect on its 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 were re-imposed. These
factors could make Alstyle's products less competitive against
low cost imports from developing countries.
Environmental regulations
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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
6
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 who would be difficult to replace
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The loss or interruption of the services of these executives
could have a material adverse effect on our business, financial
condition and results of operations. Although we maintain
employment agreements with certain members of key management, it
cannot be assured that the services of such personnel will
continue.
Cautionary Statements
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Certain statements in this report, and in particular, statements
found in Management's 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; 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 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 manage operating expenses; the ability to manage
financing costs and interest rate risk; a decline in business
volume and profitability could result in a further 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
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.
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 Company's SEC
filings are also available through the SEC's website,
www.sec.gov.
7
Item 2. Properties.
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The Company operates forty-two manufacturing facilities
located in eighteen states as follows:
Approximate square feet of
floor space
Location Owned Leased Total
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Forms Solutions Group
---------------------
Ennis, Texas Three 334,418 - 334,418
Manufacturing
Facilities
Chatham, Manufacturing 127,956 - 127,956
Virginia
Paso Robles, Manufacturing 94,120 - 94,120
California
Knoxville, Manufacturing 48,057 - 48,057
Tennessee
Portland, Manufacturing - 47,000 47,000
Oregon
Fort Scott, Manufacturing 86,660 - 86,660
Kansas
DeWitt, Iowa Two Manufacturing 95,000 - 95,000
Facilities
Milwaukee, Sales Office - 300 300
Wisconsin
Moultrie, Manufacturing 25,000 - 25,000
Georgia
Coshocton, Ohio Manufacturing 24,750 - 24,750
Bellville, Manufacturing 70,196 - 70,196
Texas
San Antonio, Manufacturing 47,426 - 47,426
Texas
Columbus, Manufacturing 201,000 - 201,000
Kansas
Dayton, Ohio Administrative - 5,526 5,526
Offices
Leipsic, Ohio Manufacturing 83,216 - 83,216
Edison, New Manufacturing - 73,160 73,160
Jersey
El Dorado Manufacturing 70,894 - 70,894
Springs,
Missouri
Princeton, Manufacturing - 74,340 74,340
Illinois
Medfield, Manufacturing 55,116 - 55,116
Massachusetts
Arlington, Manufacturing and 88,235 33,120 121,355
Texas Warehouse
Mechanicsburg, Warehouse - 7,500 7,500
Pennsylvania
Sacramento, Administrative - 414 414
California Offices
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1,534,444 241,360 1,775,804
========= ======= =========
Promotional Solutions Group
---------------------------
Wolfe City, Two Manufacturing 119,259 - 119,259
Texas Facilities
Macomb, Manufacturing 56,350 - 56,350
Michigan
Bell, Manufacturing - 19,286 19,286
California
Denver, Three - 145,528 145,528
Colorado Manufacturing
Facilities and
Warehouse
Dallas, Texas Manufacturing 82,400 82,400
Cerritos, Manufacturing - 34,000 34,000
California
------- ------- -------
258,009 198,814 456,823
======= ======= =======
8
Financial Solutions Group
-------------------------
Brooklyn Park, Manufacturing 94,800 - 94,800
Minnesota
Roseville, Manufacturing - 42,500 42,500
Minnesota
Arden Hills, Warehouse - 23,684 23,684
Minnesota
Lakewood, New Administrative - 642 642
York Offices
Nevada, Iowa Manufacturing 48,500 - 48,500
Bridgewater, Manufacturing - 27,000 27,000
Virginia
------- -------- -------
143,300 93,826 237,126
======= ======== =======
Apparel Solutions Group
-----------------------
Anaheim, Administrative - 200,000 200,000
California Offices and
Distribution
Center
Anaheim, Manufacturing - 514,065 514,065
California
Chicago, Distribution - 120,000 120,000
Illinois Center
Atlanta, Distribution - 31,958 31,958
Georgia Center
Carrollton, Distribution - 26,136 26,136
Texas Center
Bensalem, Distribution - 41,948 41,948
Pennsylvania Center
Mississauga, Distribution - 53,982 53,982
Canada Center
Los Angeles, Distribution - 31,600 31,600
California Center
Ensenada, Manufacturing 92,657 - 92,657
Mexico
Hermosillo, Administrative - 400 400
Mexico Offices
Hermosillo, Manufacturing - 76,145 76,145
Mexico
Hermosillo, Manufacturing - 18,298 18,298
Mexico
Ensenada, Warehouse - 17,340 17,340
Mexico
Ensenada, Manufacturing - 53,820 53,820
Mexico
Hermosillo, Manufacturing - 31,820 31,820
Mexico
------ --------- ---------
92,657 1,217,512 1,310,169
====== ========= =========
Administrative Offices
----------------------
Midlothian, Executive and
Texas Administrative
Offices 28,000 - 28,000
====== ========= =========
All of the Forms Solutions Group properties are used for the
production, warehousing and shipping of business forms and other
business products. 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 and
Dallas, Texas). All of the Financial Solutions Group properties
are used for the production of warehousing and shipping of
financial forms. The Apparel Solutions Group properties are used
for the manufacturing or distribution of t-shirts and other
activewear apparel.
9
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 March
2005 through December 2011. No difficulties are presently
foreseen in maintaining or renewing such leases as they expire.
Item 3. Legal Proceedings.
- ------- ------------------
There 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 16, 2005.
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
16, 2005) 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.
Keith S. Walters, Chairman of the Board, CEO and President,
age 55, 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.
10
Michael D. Magill, Executive Vice President and Treasurer,
age 57, was elected Executive Vice President in February 2005.
Mr. Magill was elected Vice President and Treasurer in October
2003. Prior to joining the Company, Mr. Magill was President and
Chief Executive Officer of Safeguard Business Systems, Inc. for 6
years. Prior to that time, Mr. Magill was Executive Vice
President and CFO of KBK Capital Corporation. Mr. Magill joined
KBK Capital Corporation after 10 years with MCorp, where he held
various positions beginning as head of corporate finance and
ending as CFO during MCorp's bankruptcy.
Harve Cathey, Vice President Finance, Chief Financial
Officer and Secretary, age 66, was elected Vice President and
Chief Financial Officer in January 2003. Mr. Cathey was elected
Secretary in October 1998 and Treasurer in July 1998. The
Company has employed Mr. Cathey 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).
Ronald M. Graham, Vice President Administration, age 57, 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.
There is no family relationship among or between any
executive officers of the registrant, nor any family relationship
between any executive officers and directors.
11
PART II
-------
Item 5. Market for the Registrant's Common Equity, and Related
Shareholder Matters and Issuer Purchases of Equity Securities.
- ----------------------------------------------------------------
The Company's common stock is traded on the New York Stock
Exchange 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
Common Stock Volume Dividends
Price Range (number of per share
------------- shares in of Common
High Low thousands) Stock
----- --- ---------- ------
Fiscal Year Ended
February 28, 2005
First Quarter $17.11 $14.70 1,595 $0.155
Second Quarter 19.95 15.26 3,355 0.155
Third Quarter 22.23 18.31 3,431 0.155
Fourth Quarter 20.15 16.80 6,045 0.155
Fiscal Year Ended
February 29, 2004
First Quarter $13.67 $10.90 2,038 $0.155
Second Quarter 15.40 13.44 1,863 0.155
Third Quarter 14.99 13.20 2,139 0.155
Fourth Quarter 17.00 14.58 1,437 0.155
On April 15, 2005, the last sale price of the common stock
was $16.18 per share and the approximate number of shareholders
of record was 1,390.
Item 6. Selected Financial Data.
- ------- ------------------------
The information required by this item is incorporated herein
by reference to page 16 of the Company's 2005 Annual Report to
Shareholders which is attached as Exhibit (13) hereto.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
- -----------------------------------------------------------------
The information required by this item is incorporated herein
by reference to pages 17 through 29 of the Company's 2005 Annual
Report to Shareholders which is attached as Exhibit (13) hereto.
Item 7a. Quantitative and Qualitative Disclosure About Market
Risk.
- -----------------------------------------------------------------
12
Market Risk
The Company is exposed to market risk from changes in interest
rates on debt. A discussion of the Company's accounting policies
for derivative instruments is included in the Summary of
Significant Accounting Policies in the Notes to the Consolidated
Financial Statements.
The Company's net exposure to interest rate risk consists of a
floating rate debt instrument that is benchmarked to U.S. and
European short-term interest rates. The Company may from time to
time utilize interest rate swaps to manage overall borrowing
costs and reduce exposure to adverse fluctuations in interest
rates. The Company does not use derivative instruments for
trading purposes. The Company is exposed to interest rate risk
on short-term and long-term financial instruments carrying
variable interest rates. The Company's variable rate financial
instruments, including the outstanding credit facilities, totaled
$111 million at fiscal year ended 2005. The impact on the
Company's results of operations of a one-point interest rate
change on the outstanding balance of the variable rate financial
instruments as of fiscal year ended 2005 would be approximately
$1,000,000. This market risk discussion contains forward-looking
statements. Actual results may differ materially from this
discussion based upon general market conditions and changes in
domestic and global financial markets.
Item 8. Financial Statements and Supplementary Data.
- ------- --------------------------------------------
The information required by this item is incorporated herein
by reference to pages 32 through 56 of the Company's 2005 Annual
Report to Shareholders which is attached as Exhibit (13) hereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
- -----------------------------------------------------------------
On June 24, 2004, the Company dismissed Ernst & Young LLP as
the Company's independent auditors. On the same date, Grant
Thornton LLP was engaged to succeed Ernst & Young LLP. There
were no disagreements between the Company and Ernst & Young LLP
on matters of accounting and financial disclosure as reported on
Form 8-K filed on June 25, 2004.
Item 9a. Controls and Procedures.
- -------- -------------------------------------------------------
The Company's management carried out an evaluation, under the
supervision and with the participation of the Chief Executive
Officer and the Chief Financial Officer, of the effectiveness of
the design and operation of the Company's 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, 2005, pursuant
to Exchange Act Rule 13a-15. Based upon that evaluation, the
Chief Executive Officer along with the Chief Financial Officer
concluded that the Company's disclosure controls and procedures
as of February 28, 2005, are effective in timely alerting them to
material information relating to the Company (including its
consolidated subsidiaries) required to be included in the
Company's periodic filings under the Exchange Act.
No changes in the Company's internal control over financial
reporting have come to management's attention during the year
ended February 28, 2005 that have materially affected, or are
reasonably likely to materially affect, the Company's internal
control over financial reporting.
The information on Management's Report on Internal Control
over Financial Reporting is incorporated by reference to page 58
and 59 of the Company's 2005 Annual Report to Shareholders, which
is attached as Exhibit 13 hereto.
13
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 6 through 8 of the Company's
Proxy Statement.
The Company's code of ethics, which applies to all employees
of the Company including the Company's Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), is posted under the
Investors Relation page on the Company's website, www.ennis.com.
The Company intends to disclose any amendments to the code of
ethics, or waivers of the code of ethics, which relate to the CEO
or CFO, under the Investors Relations page on the Company's
website, www.ennis.com. The Company will provide a printed copy,
free of charge, of the Company's Code of Ethics to any
shareholder requesting such information. To obtain a copy of the
Company's Code of Ethics, contact Investor Relations, Ennis,
Inc., 2441 Presidential Parkway, Midlothian, TX 76065.
Item 11. Executive Compensation.
- -------- ----------------------
The information required by this item is incorporated herein
by reference to pages 17 through 19 of the Company's Proxy
Statement.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
- -----------------------------------------------------------------
The information required by this item is incorporated herein
by reference to pages 21 through 24 of the Company's Proxy
Statement.
Item 13. Certain Relationships and Related Transactions.
- ------- ----------------------------------------------
None
Item 14. Principal Accountant Fees and Services.
- ------- ---------------------------------------
The information required by this item is incorporated herein
by reference to page 11 of the Company's Proxy Statement.
14
PART IV
-------
Item 15. Exhibits and Financial Statement Schedules.
- ------- -------------------------------------------
(a) 1. Financial Statements.
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 F-1).
2. 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 F-1).
3. Exhibits
The exhibits listed on the accompanying index
to exhibits on page 19 through 21 are filed as
part of this Form 10-K.
15
UNDERTAKINGS WITH RESPECT TO REGISTRANT'S REGISTRATION
STATEMENTS, FORM S-8
(NUMBERS: 33-43087, 333-58963, 333-44624, 333-38100, 333-119845)
(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.
16
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, INC.
Date: May 16, 2005 BY: /s/ Keith S. Walters
-------------------- -------------------------------
Keith S. Walters, Chairman of
the Board, Chief Executive
Officer and President
Date: May 16, 2005 BY: /s/ Harve Cathey
-------------------- -------------------------------
Harve Cathey
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 16, 2005 BY: /s/ Keith S. Walters
-------------------- -------------------------------
Keith S. Walters, Director
Date: May 16, 2005 BY: /s/ Ronald M. Graham
-------------------- -------------------------------
Ronald M. Graham, Director
Date: May 16, 2005 BY: /s/ Harold W. Hartley
-------------------- -------------------------------
Harold W. Hartley, Director
Date: May 16, 2005 BY: /s/ Thomas R. Price
-------------------- -------------------------------
Thomas R. Price, Director
Date: May 16, 2005 BY: /s/ Kenneth G. Pritchett
-------------------- -------------------------------
Kenneth G. Pritchett, Director
17
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
2005 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 2005 Annual Report to
Shareholders, such 2005 Annual Report to Shareholders is not
deemed to be filed as part of this Form 10-K. The Company's
fiscal years ended February 28, 2005, February 29, 2004 and
February 28, 2003 (fiscal years ended 2005, 2004 and 2003,
respectively).
2005
Annual
Form Report to
10-K Shareholders
---- ------------
Consolidated Financial Statements of
the Company:
Consolidated Statements of Earnings 32
- Fiscal years ended 2005, 2004
and 2003
Consolidated Statements of Cash 33
Flows - Fiscal years ended 2005,
2004 and 2003
Consolidated Balance Sheets - Fiscal 34 - 35
years ended 2005 and 2004
Notes to Consolidated Financial 37 - 56
Statements
Reports of Independent Registered S-2
Public Accounting Firm for fiscal
years ended 2003, 2004 and 2005
II - Valuation and qualifying S-3
accounts
All other schedules are omitted as the required information is
inapplicable or the information is presented in the financial
statement or related notes.
F-1
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Ennis, Inc.
We have audited the accompanying consolidated balance sheet of
Ennis, Inc. and subsidiaries (the Company) as of February 29, 2004
and the related consolidated statements of earnings, shareholders'
equity and cash flows for each of the two years in the period ended
February 29, 2004. These financial statements are the
responsibility of the Company's 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. We were not engaged to perform an
audit of the Company's internal control over financial reporting.
Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
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 consolidated
financial position of Ennis Inc. and subsidiaries as of February
29, 2004 and the consolidated results of their operations and
their cash flows for each of the two years in the period ended
February 29, 2004, in conformity with U.S. generally accepted
accounting principles.
/s/ ERNST & YOUNG LLP
Dallas, Texas
April 14, 2004
S-2(A)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and
Shareholders of Ennis, Inc.
We have audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States) the
consolidated financial statements of Ennis, Inc. and Subsidiaries
referred to in our report dated May 6, 2005, which is included in
the annual report to security holders and incorporated by
reference in Part II of this form. Our audit was conducted for
the purpose of forming an opinion on the basic financial
statements taken as a whole. Schedule II listed in the index of
financial statements is presented for purposes of additional
analysis and is not a required part of the basic financial
statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ GRANT THORNTON LLP
Dallas, Texas
May 16, 2005
S-2(B)
Schedule II
ENNIS, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three Years Ended February 28, 2005
(In thousands)
Additions1
----------
Balance
at Charged Charged Balance
beginning to to other at end
Description of year operations accounts Deductions of year
----------- ------- ---------- -------- ---------- -------
Year ended
February 28,
2005:
Allowance for
doubtful
receivables $1,771 893 1,620(1) 717(2) 3,567
Inventory
reserve 244 3,579(3) 3,823
Health care
reserve 1,482 7,710 6,812 2,380
Year ended
February 29,
2004:
Allowance for
doubtful
receivables $1,294 890 47(4) 460(2) 1,771
Inventory
reserve 150 94 244
Health care
reserve 1,158 6,706 6,382 1,482
Year ended
February 28,
2003:
Allowance for
doubtful
receivables $1,486 941 135(5) 1,268(2) 1,294
Inventory
reserve -- 150 150
Health care
reserve 881 5,806 5,529 1,158
Notes:
- -----
(1) Principally Allowance from Acquisition of Alstyle
Apparel, Crabar/GBF, Inc., and Royal Business Forms, Inc.
(2) Charge-off of uncollectible receivables.
(3) Principally Reserve from Acquisition of Alstyle Apparel.
(4) Principally collection of accounts previously charged off.
(5) Principally Allowance from Acquisition of Calibrated
Forms Co., Inc.
S-3
INDEX TO EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger dated as of
June 25, 2004 by and among Ennis, Inc.,
Midlothian Holdings LLC, and Centrum
Acquisition, Inc., incorporated herein by
reference to Exhibit 2.1 to the Registrant's
Form S-4 filed on September 3, 2004.
Exhibit 2.2 First Amendment to Agreement and Plan of
Merger dated as of August 23, 2004 by and
among Ennis, Inc., Midlothian Holdings LLC,
and Centrum Acquisition, Inc., incorporated
herein by reference to Exhibit 2.2 to the
Registrant's Form S-4 filed on September 3,
2004.
Exhibit 3.1 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 3.2 Bylaws of the Registrant as amended through
October 15, 1997 incorporated herein by
reference to Exhibit 3(ii) to the
registrant's Form 10-Q Quarterly Report for
the quarter ended November 30, 1997.
Exhibit 3.3 Articles of Amendment to the Articles of
Incorporation of Ennis Business Forms, Inc.
filed on June 17, 2004 incorporated herein
by reference to Exhibit 3.3 to the
registrant's Form 10-Q Quarterly Report for
the quarter ended November 30, 2004.
Exhibit 10.1 Employee Agreement between Ennis, Inc. and
Keith S. Walters dated May 1, 2003
incorporated herein by reference to Exhibit
10.1 to the Registrant's Form 10-K Annual
Report for the fiscal year ended February
29, 2004.
Exhibit 10.2 Employee Agreement between Ennis, Inc. and
Ronald M. Graham dated May 1, 2003
incorporated herein by reference to Exhibit
10.2 to the Registrant's Form 10-K Annual
Report for the fiscal year ended February
29, 2004.
Exhibit 10.3 Employee Agreement between Ennis, Inc. and
Michael D. Magill dated October 7, 2003
incorporated herein by reference to Exhibit
10.3 to the Registrant's Form 10-K Annual
Report for the fiscal year ended February
29, 2004.
Exhibit 10.4 2004 Long-Term Incentive Plan incorporated
herein by reference to Exhibit 4.1 of the
Registrant's Form S-8 filed on January 5,
2005.
Exhibit 10.5 Stock Purchase Agreement dated as of June
25, 2004, among Crabar/GBF, Inc. the
shareholders of Crabar/GBF, Inc. and Ennis,
Inc. incorporated herein by reference to
Exhibit 2 to the Registrant's Current Report
on Form 8-K filed on July 15, 2004.
18
Exhibit 10.6 First Amendment Agreement dated as of June
25, 2004, by and among Amin Amdani, Rauf
Gajiani, Centrum Acquisition, Inc., Ennis,
Inc. and Midlothian Holdings LLC
incorporated herein by reference to Exhibit
10.6 to the Registrant's Form S-4 filed on
September 3, 2004.
Exhibit 10.7 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 Registrant's Form S-4 filed on
September 3, 2004.
Exhibit 10.8 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
10.8 to the Registrant's Form S-4 filed on
September 3, 2004.
Exhibit 10.9 UPS Ground, Air Hundredweight and Sonicair
Incentive Program Carrier Agreement
incorporated herein by reference to Exhibit
10 to the Registrant's Form 10-K Annual
Report for the fiscal year ended February
29, 2003.
Exhibit 10.10 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
Registrant's Form S-4 filed on September 3,
2004.*
Exhibit 10.11 Carbonless Paper Agreement dated as of July
13, 2004 between Ennis, Inc & MeadWestvaco
Corporation incorporated herein by reference
to Exhibit 10.11 to the Registrant's Form S-
4 filed on September 3, 2004.*
Exhibit 10.12 Fourth Amendment to Credit Agreement dated
as of June 25, 2004, between Ennis, Inc. and
Bank One, NA incorporated herein by
reference to Exhibit 10.12 to the
Registrant's Form S-4 filed on September 3,
2004.
Exhibit 10.13 Assignment Agreement dated as of June 30,
2004, between U.S. Bank National Association
and Compass Bank incorporated herein by
reference to Exhibit 10.13 to the
Registrant's Form S-4 filed on September 3,
2004.
Exhibit 13 Portions of 2005 Annual Report to
Shareholders
Exhibit 21 Subsidiaries of Registrant
Exhibit 23.1 Consent of Independent Auditors
Exhibit 23.2 Consent of Independent Auditors
Exhibit 31.1 Certification Pursuant to Rule 13a-14(a)/15d-
14(a) (Chief Executive Officer)
19
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 Securities and
Exchange Commission.
20