Attached files
| file | filename |
|---|---|
| EX-32.2 - EX-32.2 - ENNIS, INC. | ebf-ex322_6.htm |
| EX-32.1 - EX-32.1 - ENNIS, INC. | ebf-ex321_8.htm |
| EX-31.2 - EX-31.2 - ENNIS, INC. | ebf-ex312_9.htm |
| EX-31.1 - EX-31.1 - ENNIS, INC. | ebf-ex311_7.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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☒ |
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended November 30, 2019
OR
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☐ |
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, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Texas |
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75-0256410 |
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
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2441 Presidential Pkwy., Midlothian, Texas |
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76065 |
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(Address of Principal Executive Offices) |
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(Zip code) |
Registrant’s Telephone Number, Including Area Code: (972) 775-9801
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $2.50 per share |
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EBF |
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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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
☒ |
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Non-accelerated filer |
☐ |
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Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of December 27, 2019, there were 26,061,083 shares of the Registrant’s common stock outstanding.
FORM 10-Q
FOR THE PERIOD ENDED NOVEMBER 30, 2019
TABLE OF CONTENTS
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PART I: FINANCIAL INFORMATION |
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3 |
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Unaudited Consolidated Balance Sheets at November 30, 2019 and February 28, 2019 |
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3 |
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5 |
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6 |
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7 |
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8 |
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9 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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21 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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28 |
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28 |
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PART II: OTHER INFORMATION |
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29 |
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29 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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29 |
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29 |
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29 |
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29 |
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30 |
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31 |
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2
ENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands)
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November 30, |
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February 28, |
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2019 |
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2019 |
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Assets |
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Current assets |
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Cash |
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$ |
61,313 |
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$ |
88,442 |
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Accounts receivable, net of allowance for doubtful receivables of $762 at November 30, 2019 and $1,020 at February 28, 2019 |
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45,027 |
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40,357 |
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Prepaid expenses |
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1,281 |
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1,760 |
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Prepaid income taxes |
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591 |
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195 |
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Inventories |
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36,541 |
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35,411 |
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Total current assets |
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144,753 |
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166,165 |
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Property, plant and equipment |
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Plant, machinery and equipment |
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156,310 |
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146,001 |
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Land and buildings |
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58,751 |
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56,394 |
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Computer equipment and software |
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19,400 |
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19,084 |
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Other |
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4,864 |
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4,754 |
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Total property, plant and equipment |
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239,325 |
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226,233 |
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Less accumulated depreciation |
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180,400 |
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173,099 |
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Net property, plant and equipment |
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58,925 |
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53,134 |
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Operating lease right-of-use assets |
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20,847 |
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— |
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Goodwill |
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82,983 |
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81,634 |
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Intangible assets, net |
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58,745 |
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61,272 |
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Net pension asset |
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580 |
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580 |
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Other assets |
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262 |
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300 |
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Total assets |
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$ |
367,095 |
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$ |
363,085 |
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See accompanying notes to consolidated financial statements.
3
UNAUDITED CONSOLIDATED BALANCE SHEETS-Continued
(in thousands, except for par value and share amounts)
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November 30, |
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February 28, |
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2019 |
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2019 |
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Liabilities and Shareholders’ Equity |
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Current liabilities |
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Accounts payable |
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$ |
16,499 |
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$ |
13,728 |
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Accrued expenses |
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16,158 |
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17,895 |
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Current portion of operating lease liabilities |
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5,596 |
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— |
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Total current liabilities |
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38,253 |
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31,623 |
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Long-term debt |
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— |
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30,000 |
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Deferred income taxes |
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11,820 |
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10,898 |
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Operating lease liabilities, net of current portion |
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15,039 |
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— |
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Other liabilities |
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1,536 |
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1,437 |
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Total liabilities |
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66,648 |
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73,958 |
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Commitments and contingencies |
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Shareholders’ equity |
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Preferred stock $10 par value, authorized 1,000,000 shares; none issued |
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— |
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— |
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Common stock $2.50 par value, authorized 40,000,000 shares; issued 30,053,443 shares at November 30, 2019 and February 28, 2019 |
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75,134 |
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75,134 |
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Additional paid-in capital |
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122,701 |
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123,065 |
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Retained earnings |
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191,099 |
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179,003 |
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Accumulated other comprehensive loss: |
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Minimum pension liability, net of taxes |
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(16,027 |
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(16,704 |
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Treasury stock |
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(72,460 |
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(71,371 |
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Total shareholders’ equity |
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300,447 |
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289,127 |
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Total liabilities and shareholders' equity |
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$ |
367,095 |
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$ |
363,085 |
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See accompanying notes to consolidated financial statements.
4
ENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
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Three months ended |
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Nine months ended |
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November 30, |
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November 30, |
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2019 |
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2018 |
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2019 |
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2018 |
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Net sales |
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$ |
114,860 |
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$ |
108,070 |
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$ |
331,709 |
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$ |
300,080 |
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Cost of goods sold |
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81,024 |
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74,315 |
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232,719 |
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205,811 |
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Gross profit margin |
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33,836 |
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33,755 |
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98,990 |
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94,269 |
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Selling, general and administrative |
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19,751 |
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19,942 |
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59,098 |
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55,244 |
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(Gain) loss from disposal of assets |
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4 |
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(193 |
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4 |
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(199 |
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Income from operations |
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14,081 |
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14,006 |
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39,888 |
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39,224 |
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Other income (expense) |
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Interest expense |
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(5 |
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(365 |
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(602 |
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(913 |
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Other, net |
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185 |
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251 |
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873 |
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666 |
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Total other income (expense) |
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180 |
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(114 |
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271 |
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(247 |
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Earnings before income taxes |
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14,261 |
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13,892 |
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40,159 |
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38,977 |
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Income tax expense |
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3,708 |
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3,473 |
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10,441 |
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9,744 |
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Net earnings |
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$ |
10,553 |
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$ |
10,419 |
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$ |
29,718 |
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$ |
29,233 |
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Weighted average common shares outstanding |
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Basic |
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26,010,571 |
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26,189,917 |
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26,034,617 |
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25,744,344 |
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Diluted |
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26,010,571 |
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26,202,430 |
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26,034,617 |
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25,756,831 |
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Earnings per share |
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Basic |
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$ |
0.41 |
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$ |
0.40 |
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$ |
1.14 |
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$ |
1.14 |
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Diluted |
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$ |
0.41 |
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$ |
0.40 |
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$ |
1.14 |
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$ |
1.14 |
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Cash dividends per share |
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$ |
0.225 |
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$ |
0.225 |
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$ |
0.675 |
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$ |
0.650 |
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See accompanying notes to consolidated financial statements.
5
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
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Three months ended |
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Nine months ended |
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November 30, |
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November 30, |
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2019 |
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2018 |
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2019 |
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2018 |
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Net earnings |
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$ |
10,553 |
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$ |
10,419 |
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$ |
29,718 |
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$ |
29,233 |
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Adjustment to pension, net of taxes |
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221 |
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247 |
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677 |
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755 |
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Comprehensive income |
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$ |
10,774 |
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$ |
10,666 |
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$ |
30,395 |
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$ |
29,988 |
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See accompanying notes to consolidated financial statements.
6
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(in thousands, except share and per share amounts)
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Accumulated |
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Additional |
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Other |
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Common Stock |
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Paid-in |
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Retained |
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Comprehensive |
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Treasury Stock |
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Shares |
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Amount |
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Capital |
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Earnings |
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Income (Loss) |
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Shares |
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Amount |
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Total |
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Balance August 31, 2019 |
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30,053,443 |
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$ |
75,134 |
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$ |
122,359 |
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$ |
186,417 |
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$ |
(16,248 |
) |
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(4,094,674 |
) |
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$ |
(71,645 |
) |
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$ |
296,017 |
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Net earnings |
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— |
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— |
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— |
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10,553 |
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— |
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— |
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— |
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10,553 |
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Adjustment to pension, net of deferred tax of $74 |
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— |
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— |
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— |
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— |
|
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221 |
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— |
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— |
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221 |
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Dividends paid ($0.225 per share) |
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— |
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— |
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— |
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(5,871 |
) |
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— |
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— |
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— |
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(5,871 |
) |
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Stock based compensation |
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— |
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— |
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|
353 |
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— |
|
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— |
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— |
|
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— |
|
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353 |
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Exercise of stock options and restricted stock |
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— |
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— |
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(11 |
) |
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— |
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— |
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667 |
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11 |
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— |
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Common stock repurchases |
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— |
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— |
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— |
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— |
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— |
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(42,279 |
) |
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|
(826 |
) |
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|
(826 |
) |
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Balance November 30, 2019 |
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30,053,443 |
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$ |
75,134 |
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$ |
122,701 |
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$ |
191,099 |
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|
$ |
(16,027 |
) |
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|
(4,136,286 |
) |
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$ |
(72,460 |
) |
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$ |
300,447 |
|
|
|
|
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|
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Balance February 28, 2019 |
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30,053,443 |
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$ |
75,134 |
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$ |
123,065 |
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$ |
179,003 |
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$ |
(16,704 |
) |
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(4,097,099 |
) |
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$ |
(71,371 |
) |
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$ |
289,127 |
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Net earnings |
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— |
|
|
|
— |
|
|
|
— |
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|
29,718 |
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|
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— |
|
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|
— |
|
|
|
— |
|
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|
29,718 |
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|
Adjustment to pension, net of deferred tax of $226 |
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— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
677 |
|
|
|
— |
|
|
|
— |
|
|
|
677 |
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Dividends paid ($0.675 per share) |
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— |
|
|
|
— |
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|
|
— |
|
|
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(17,622 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17,622 |
) |
|
Stock based compensation |
|
— |
|
|
|
— |
|
|
|
1,018 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,018 |
|
|
Exercise of stock options and restricted stock |
|
— |
|
|
|
— |
|
|
|
(1,382 |
) |
|
|
— |
|
|
|
— |
|
|
|
87,143 |
|
|
|
1,382 |
|
|
|
— |
|
|
Common stock repurchases |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(126,330 |
) |
|
|
(2,471 |
) |
|
|
(2,471 |
) |
|
Balance November 30, 2019 |
|
30,053,443 |
|
|
$ |
75,134 |
|
|
$ |
122,701 |
|
|
$ |
191,099 |
|
|
$ |
(16,027 |
) |
|
|
(4,136,286 |
) |
|
$ |
(72,460 |
) |
|
$ |
300,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance August 31, 2018 |
|
30,053,443 |
|
|
$ |
75,134 |
|
|
$ |
122,353 |
|
|
$ |
172,180 |
|
|
$ |
(15,920 |
) |
|
|
(3,887,906 |
) |
|
$ |
(67,251 |
) |
|
$ |
286,496 |
|
|
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,419 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,419 |
|
|
Adjustment to pension, net of deferred tax of $83 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
247 |
|
|
|
— |
|
|
|
— |
|
|
|
247 |
|
|
Dividends paid ($0.225 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,922 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,922 |
) |
|
Stock based compensation |
|
— |
|
|
|
— |
|
|
|
362 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
362 |
|
|
Common stock repurchases |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(196,880 |
) |
|
|
(3,880 |
) |
|
|
(3,880 |
) |
|
Balance November 30, 2018 |
|
30,053,443 |
|
|
$ |
75,134 |
|
|
$ |
122,715 |
|
|
$ |
176,677 |
|
|
$ |
(15,673 |
) |
|
|
(4,084,786 |
) |
|
$ |
(71,131 |
) |
|
$ |
287,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance February 28, 2018 |
|
30,053,443 |
|
|
$ |
75,134 |
|
|
$ |
121,333 |
|
|
$ |
164,177 |
|
|
$ |
(16,428 |
) |
|
|
(4,789,228 |
) |
|
$ |
(82,512 |
) |
|
$ |
261,704 |
|
|
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
29,233 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
29,233 |
|
|
Adjustment to pension, net of deferred tax of $252 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
755 |
|
|
|
— |
|
|
|
— |
|
|
|
755 |
|
|
Dividends paid ($0.65 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(16,733 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(16,733 |
) |
|
Stock based compensation |
|
— |
|
|
|
— |
|
|
|
1,036 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,036 |
|
|
Exercise of stock options and restricted stock |
|
— |
|
|
|
— |
|
|
|
(1,528 |
) |
|
|
— |
|
|
|
— |
|
|
|
110,139 |
|
|
|
1,597 |
|
|
|
69 |
|
|
Common stock issued for acquisition of business |
|
— |
|
|
|
— |
|
|
|
1,874 |
|
|
|
— |
|
|
|
— |
|
|
|
829,126 |
|
|
|
14,344 |
|
|
|
16,218 |
|
|
Common stock repurchases |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(234,823 |
) |
|
|
(4,560 |
) |
|
|
(4,560 |
) |
|
Balance November 30, 2018 |
|
30,053,443 |
|
|
$ |
75,134 |
|
|
$ |
122,715 |
|
|
$ |
176,677 |
|
|
$ |
(15,673 |
) |
|
|
(4,084,786 |
) |
|
$ |
(71,131 |
) |
|
$ |
287,722 |
|
See accompanying notes to consolidated financial statements.
7
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
Nine months ended |
|
|||||
|
|
|
November 30, |
|
|||||
|
|
|
|
2019 |
|
|
|
2018 |
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
29,718 |
|
|
$ |
29,233 |
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
7,834 |
|
|
|
6,754 |
|
|
Amortization of deferred finance charges |
|
|
47 |
|
|
|
85 |
|
|
Amortization of intangible assets |
|
|
5,798 |
|
|
|
5,251 |
|
|
(Gain) loss from disposal of assets |
|
|
4 |
|
|
|
(199 |
) |
|
Bad debt expense, net of recoveries |
|
|
(68 |
) |
|
|
475 |
|
|
Stock based compensation |
|
|
1,018 |
|
|
|
1,036 |
|
|
Net pension expense |
|
|
886 |
|
|
|
988 |
|
|
Changes in operating assets and liabilities, net of the effects of acquisitions: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(151 |
) |
|
|
12 |
|
|
Prepaid expenses and income taxes |
|
|
256 |
|
|
|
3,007 |
|
|
Inventories |
|
|
1,535 |
|
|
|
(6,411 |
) |
|
Other assets |
|
|
42 |
|
|
|
11 |
|
|
Accounts payable and accrued expenses |
|
|
(2,387 |
) |
|
|
(3,374 |
) |
|
Other liabilities |
|
|
(99 |
) |
|
|
(201 |
) |
|
Net cash provided by operating activities |
|
|
44,433 |
|
|
|
36,667 |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(2,738 |
) |
|
|
(3,778 |
) |
|
Purchase of businesses, net of cash acquired |
|
|
(18,733 |
) |
|
|
(27,389 |
) |
|
Proceeds from disposal of plant and property |
|
|
2 |
|
|
|
312 |
|
|
Net cash used in investing activities |
|
|
(21,469 |
) |
|
|
(30,855 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Repayment of debt |
|
|
(30,000 |
) |
|
|||