Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended August 31, 2016

OR

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from                      to                     

Commission File Number 1-5807

 

 

ENNIS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Texas   75-0256410

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

2441 Presidential Pkwy., Midlothian, Texas   76065
(Address of Principal Executive Offices)   (Zip code)

(972) 775-9801

(Registrant’s Telephone Number, Including Area Code)

 

 

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 whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).

 

Large accelerated Filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of September 28, 2016, there were 25,960,267 shares of the Registrant’s common stock outstanding.

 

 

 


Table of Contents

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

TABLE OF CONTENTS

 

PART I: FINANCIAL INFORMATION

  

Item 1. Financial Statements

     3   

Unaudited Consolidated Balance Sheets at August  31, 2016 and February 29, 2016

     3   

Unaudited Consolidated Statements of Operations for the three and six months ended August 31, 2016 and August 31, 2015

     5   

Unaudited Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended August 31, 2016 and August 31, 2015

     6   

Unaudited Consolidated Statements of Cash Flows for the six months ended August 31, 2016 and August 31, 2015

     7   

Notes to Unaudited Consolidated Financial Statements

     8   

Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     20   

Item  3. Quantitative and Qualitative Disclosures About Market Risk

     29   

Item 4. Controls and Procedures

     29   

PART II: OTHER INFORMATION

  

Item 1. Legal Proceedings

     30   

Item 1A. Risk Factors

     30   

Item  2. Unregistered Sales of Equity Securities and Use of Proceeds

     30   

Item 3. Defaults Upon Senior Securities

     30   

Item 4. Mine Safety Disclosures

     30   

Item 5. Other Information

     30   

Item 6. Exhibits

     30   

SIGNATURES

     32   

 

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Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

     August 31,
2016
     February 29,
2016
 
Assets      

Current assets

     

Cash and cash equivalents

   $ 85,225       $ 7,957   

Accounts receivable, net of allowance for doubtful receivables of $1,820 at August 31, 2016 and $2,041 at February 29, 2016

     37,017         36,546   

Prepaid expenses

     749         1,443   

Prepaid income taxes

     6,215         1,318   

Inventories

     28,227         27,619   

Deferred income taxes

     3,134         3,134   

Assets held for sale

     —           464   

Current assets of discontinued operations

     —           100,494   
  

 

 

    

 

 

 

Total current assets

     160,567         178,975   

Property, plant and equipment, at cost

     

Plant, machinery and equipment

     131,819         131,346   

Land and buildings

     55,912         54,985   

Other

     22,724         22,686   
  

 

 

    

 

 

 

Total property, plant and equipment

     210,455         209,017   

Less accumulated depreciation

     162,019         158,226   
  

 

 

    

 

 

 

Net property, plant and equipment

     48,436         50,791   
  

 

 

    

 

 

 

Goodwill

     64,537         64,537   

Trademarks and trade names

     15,291         15,291   

Other intangible assets, net

     34,902         36,973   

Deferred finance charges, net

     300         —     

Other assets

     246         274   

Long-term assets of discontinued operations

     —           46,337   
  

 

 

    

 

 

 

Total assets

   $ 324,279       $ 393,178   
  

 

 

    

 

 

 

See accompanying notes to consolidated financial statements.

 

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Table of Contents

ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except for par value and share amounts)

 

     August 31,
2016
    February 29,
2016
 
Liabilities and Shareholders’ Equity     

Current liabilities

    

Accounts payable

   $ 11,362      $ 13,738   

Accrued expenses

    

Employee compensation and benefits

     11,829        11,798   

Taxes other than income

     1,078        172   

Income taxes payable

     —          64   

Other

     2,371        2,133   

Current liabilities of discontinued operations

     —          12,495   
  

 

 

   

 

 

 

Total current liabilities

     26,640        40,400   
  

 

 

   

 

 

 

Long-term debt

     30,000        40,000   

Liability for pension benefits

     9,974        8,696   

Deferred income taxes

     4,670        4,670   

Other liabilities

     875        866   
  

 

 

   

 

 

 

Total liabilities

     72,159        94,632   
  

 

 

   

 

 

 

Commitments and contingencies

    

Shareholders’ equity

    

Preferred stock $10 par value, authorized 1,000,000 shares; none issued

     —          —     

Common stock $2.50 par value, authorized 40,000,000 shares; issued 30,053,443 shares at August 31 and February 29, 2016

     75,134        75,134   

Additional paid-in capital

     120,578        121,597   

Retained earnings

     147,824        206,105   

Accumulated other comprehensive loss:

    

Foreign currency translation, net of taxes

     —          (9,940

Minimum pension liability, net of taxes

     (17,345     (17,345
  

 

 

   

 

 

 

Total accumulated other comprehensive loss

     (17,345     (27,285
  

 

 

   

 

 

 

Treasury stock

     (74,071     (77,005
  

 

 

   

 

 

 

Total shareholders’ equity

     252,120        298,546   
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 324,279      $ 393,178   
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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Table of Contents

ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share and per share amounts)

 

    

Three months ended

August 31,

   

Six months ended

August 31,

 
     2016     2015     2016     2015  

Net sales

   $ 91,246      $ 100,455      $ 181,656      $ 197,224   

Cost of goods sold

     64,208        69,092        127,924        135,897   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit margin

     27,038        31,363        53,732        61,327   

Selling, general and administrative

     16,057        16,116        32,128        32,169   

(Gain) loss from disposal of assets

     (4     (8     2        (10
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     10,985        15,255        21,602        29,168   

Other income (expense)

        

Interest expense

     (231     (3     (233     (6

Other, net

     11        3        4        3   
  

 

 

   

 

 

   

 

 

   

 

 

 
     (220     —          (229     (3
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings from continuing operations before income taxes

     10,765        15,255        21,373        29,165   

Provision for income taxes

     3,981        5,644        7,906        10,791   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings from continuing operations

     6,784        9,611        13,467        18,374   

Income from discontinued operations, net of tax

     —          1,435        2,481        1,843   

Loss on sale of discontinued operations, net of tax

     —          —          (26,042     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) from discontinued operations, net of tax

     —          1,435        (23,561     1,843   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings (loss)

   $ 6,784      $ 11,046      $ (10,094   $ 20,217   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding

        

Basic

     25,893,218        25,662,828        25,847,051        25,636,203   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     25,910,375        25,693,256        25,868,799        25,657,519   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) per share - basic

        

Continuing operations

   $ 0.26      $ 0.37      $ 0.52      $ 0.72   

Discontinued operations

   $ —        $ 0.06      $ (0.91   $ 0.07   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings (loss)

   $ 0.26      $ 0.43      $ (0.39   $ 0.79   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) per share - diluted

        

Continuing operations

   $ 0.26      $ 0.37      $ 0.52      $ 0.72   

Discontinued operations

   $ —        $ 0.06      $ (0.91   $ 0.07   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings (loss)

   $ 0.26      $ 0.43      $ (0.39   $ 0.79   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash dividends per share

   $ 1.675      $ 0.175      $ 1.850      $ 0.350   
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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Table of Contents

ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands)

 

     Three months ended
August 31,
    Six months ended
August 31,
 
     2016      2015     2016     2015  

Net earnings (loss)

     6,784       $ 11,046      $ (10,094   $ 20,217   

Foreign currency translation adjustment, net of deferred taxes

     —           (2,611     9,940        (3,275
  

 

 

    

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ 6,784       $ 8,435      $ (154   $ 16,942   
  

 

 

    

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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ENNIS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

     Six months ended
August 31,
 
     2016     2015  

Cash flows from operating activities:

    

Net earnings (loss)

   $ (10,094   $ 20,217   

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

    

Depreciation

     4,002        3,798   

Amortization of deferred finance charges

     9        —     

Amortization of customer lists, noncompete, and patent

     2,321        2,257   

Pre-tax loss on sale of discontinued operations

     36,775        —     

Operating cash flows of discontinued operations

     538        31,334   

(Gain) loss from disposal of assets

     2        (10

Bad debt expense, net of recoveries

     103        (114

Stock based compensation

     679        657   

Changes in operating assets and liabilities, net of the effects of acquisitions:

    

Accounts receivable

     (426     1,675   

Prepaid expenses and income taxes

     (4,199     1,758   

Inventories

     (373     (1,203

Other assets

     (281     221   

Accounts payable and accrued expenses

     (1,265     (1,085

Other liabilities

     9        (421

Liability for pension benefits

     1,278        1,103   
  

 

 

   

 

 

 

Net cash provided by operating activities

     29,078        60,187   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Capital expenditures

     (927     (2,358

Purchase of businesses, net of cash acquired

     (907     (331

Proceeds from sale of discontinued operations

     107,354        —     

Investing cash flows of discontinued operations

     (279     (162

Proceeds from disposal of plant and property

     12        27   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     105,253        (2,824
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Repayment of debt

     (10,000     (36,010

Dividends

     (48,187     (9,012

Financing cash flows of discontinued operations

     —          (7,490

Purchase of treasury stock

     (1,786     —     

Proceeds from exercise of stock options

     2,910        —     
  

 

 

   

 

 

 

Net cash used in financing activities

     (57,063     (52,512
  

 

 

   

 

 

 

Effect of exchange rate changes on cash

     —          (1,834

Net change in cash and cash equivalents

     77,268        3,017   

Cash at beginning of period

     7,957        13,357   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 85,225      $ 16,374   
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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Table of Contents

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2016

1. Significant Accounting Policies and General Matters

Basis of Presentation

These unaudited consolidated financial statements of Ennis, Inc. and its subsidiaries (collectively referred to as the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our”) for the period ended August 31, 2016 have been prepared in accordance with generally accepted accounting principles for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended February 29, 2016, from which the accompanying consolidated balance sheet at February 29, 2016 was derived. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial information have been included and are of a normal recurring nature. In preparing the financial statements, the Company is required to make estimates and assumptions that affect the disclosure and reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates these estimates and judgments on an ongoing basis, including those related to bad debts, inventory valuations, property, plant and equipment, intangible assets, pension plan, accrued liabilities, and income taxes. The Company bases estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of operations for any interim period are not necessarily indicative of the results of operations for a full year.

On May 25, 2016, the Company sold Alstyle Apparel, LLC and its subsidiaries, which constituted the Company’s Apparel Segment, to Gildan Activewear Inc. (“Gildan”). As a result of this action, the current year and prior year disclosures reflect these operations as discontinued operations and prior year financial information has been restated to reflect this accounting treatment.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to put most leases on the balance sheet but recognize expense on the income statement in a manner similar to current accounting. For lessors, ASU 2016-02 also modifies the classification criteria and the accounting for sales-type and direct financing leases. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements and is effective in the first quarter of 2019. Early adoption of ASU 2016-02 is permitted. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial statements.

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which institutes a number of modifications to the reporting of financial assets and liabilities. These modifications include: (i) measurement of non-equity method assets and liabilities at fair value, with changes to fair value recognized through net income, (ii) performance of qualitative impairment assessments of equity investments without readily determinable fair values at each reporting period, (iii) elimination of the requirement to disclose methods and significant assumptions used in calculating the fair value of financial instruments measured at amortized cost, (iv) measurement of the fair value of financial instruments measured at amortized cost using the exit price notion consistent with Topic 820, Fair Value Measurement, (v) separate presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk, (vi) separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and (vii) evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. This ASU is effective for financial statements issued with fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the impact the adoption of ASU 2016-01 will have on its consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), which requires all deferred tax assets and liabilities to be classified as noncurrent

 

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ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2016

1. Significant Accounting Policies and General Matters-continued

 

on the balance sheet. ASU 2015-17 is effective for annual periods beginning after December 15, 2016, which includes the Company’s fiscal year 2017 beginning in March of 2017. The Company does not expect the adoption of this pronouncement to have a material impact on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. ASU 2014-09 supersedes most existing revenue recognition guidance in U.S. GAAP. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), which defers the effective date of ASU 2014-09 to January 1, 2018. Early adoption of ASU 2014-09 is permitted in the first quarter of 2017. The guidance permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures.

2. Accounts Receivable and Allowance for Doubtful Receivables

Accounts receivable are reduced by an allowance for an estimate of amounts that are uncollectible. Substantially all of the Company’s receivables are due from customers in North America. The Company extends credit to its customers based upon its evaluation of the following factors: (i) the customer’s financial condition, (ii) the amount of credit the customer requests, and (iii) the customer’s actual payment history (which includes disputed invoice resolution). The Company does not typically require its customers to post a deposit or supply collateral. The Company’s allowance for doubtful receivables is based on an analysis that estimates the amount of its total customer receivable balance that is not collectible. This analysis includes assessing a default probability to customers’ receivable balances, which is influenced by several factors including (i) current market conditions, (ii) periodic review of customer credit worthiness, and (iii) review of customer receivable aging and payment trends.

The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance in the period the payment is received. Credit losses from continuing operations have consistently been within management’s expectations.

The following table presents the activity in the Company’s allowance for doubtful receivables (in thousands):

 

    

Three months ended

August 31,

    

Six months ended

August 31,

 
     2016      2015      2016      2015  

Balance at beginning of period

   $ 1,787       $ 2,257       $ 2,041       $ 2,158   

Bad debt expense, net of recoveries

     101         (332      103         (114

Accounts written off

     (68      (68      (324      (187
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at end of period

   $ 1,820       $ 1,857       $ 1,820       $ 1,857   
  

 

 

    

 

 

    

 

 

    

 

 

 

3. Inventories

The Company uses the lower of last-in, first-out (“LIFO”) cost or market to value certain of its business forms inventories and the lower of first-in, first-out (“FIFO”) cost or market to value its remaining forms inventories. The Company regularly reviews inventories on hand, using specific aging categories, and writes down the carrying value of its inventories for excess and potentially obsolete inventories based on historical usage and estimated future usage. In assessing the ultimate realization of its inventories, the Company is required to make judgments as to future demand requirements. As actual future demand or market conditions may vary from those projected by the Company, adjustments to inventories may be required.

 

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ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2016

3. Inventories-continued

 

The following table summarizes the components of inventories at the different stages of production as of the dates indicated (in thousands):

 

     August 31,
2016
     February 29,
2016
 

Raw material

   $ 15,852       $ 15,983   

Work-in-process

     3,657         3,099   

Finished goods

     8,718         8,537   
  

 

 

    

 

 

 
   $ 28,227       $ 27,619   
  

 

 

    

 

 

 

4. Acquisitions

On August 12, 2016, the Company acquired the assets of Atlas Tag Company of Canada Inc. (“Atlas”) for $0.3 million in cash. Atlas is located in Ajax, Ontario, Canada. Management considers this acquisition immaterial.

On March 19, 2016, the Company acquired the assets of Major Business Systems, Inc. (“Major”) for $0.6 million in cash. Major is located in Hillsborough, North Carolina. Major’s products will be sold through the Company’s normal sales channel of independent distributors, which allows the Company to enhance its current product mix and to pursue more expansive product lines in the integrated document market. Management considers this acquisition immaterial.

On July 31, 2015, the Company acquired the assets of CMC Group, Inc. for $0.3 million in cash plus the assumption of certain accrued liabilities. Management considers this acquisition immaterial.

5. Discontinued Operations

On April 1, 2016, the Company entered into a Unit Purchase Agreement (the “Initial Purchase Agreement”) with Alstyle Operations, LLC (the “Initial Buyer”) and, for the limited purpose set forth in such Initial Purchase Agreement, Steve S. Hong. Under the Initial Purchase Agreement, the Initial Buyer agreed to acquire Alstyle Apparel, LLC and its subsidiaries (the “Apparel Segment”) from the Company for an aggregate purchase price of $88.0 million, consisting of $76.0 million in cash to be paid at closing, subject to a working capital adjustment, and an additional $12.0 million to be paid pursuant to a capital lease covering certain equipment utilized by the Apparel Segment that was to have been retained by the Company. The Initial Purchase Agreement contemplated post-closing transition services for up to 18 months.

Under the Initial Purchase Agreement, the Company retained the right to terminate such agreement in the event that the Company received an unsolicited purchase offer for the Apparel Segment that was not matched by the Initial Buyer, which, in the judgment of the Board of Directors of the Company (the “Board”) in the exercise of its fiduciary duties on behalf of the Company’s shareholders, deemed such offer to be a superior offer to the transactions contemplated by the Initial Purchase Agreement.

On May 4, 2016, the Company received what the Board determined to be a superior offer from Gildan. In connection therewith, the Company terminated the Initial Purchase Agreement and paid the required $3.0 million termination fee to the Initial Buyer. In connection with the superior offer, the Company and Gildan entered into a Unit Purchase Agreement, dated May 4, 2016 (the “Gildan Purchase Agreement”), pursuant to which on May 25, 2016 Gildan acquired the Apparel Segment from the Company for an all-cash purchase price of $110.0 million, subject to a working capital adjustment, customary indemnification arrangements, and the other terms of the Gildan Purchase Agreement. The Company is providing transition assistance to Gildan for certain administrative, financial, human resource, and information technology matters and is subleasing from Gildan a portion of real property located in Anaheim, California. As part of the purchase price, Gildan funded the Company’s payment of the $3.0 million termination fee payable to the Initial Buyer as result of the termination of the Initial Purchase Agreement.

 

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ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2016

5. Discontinued Operations-continued

 

Balance sheet information for the Apparel Segment presented as discontinued operations is summarized as follows

(in thousands):

 

     February 29,
2016
 

Current assets:

  

Cash

   $ 2,468   

Accounts receivable, net

     18,325   

Prepaid expenses and income taxes

     3,859   

Inventories

     72,691   

Deferred income taxes

     3,151   
  

 

 

 

Total current assets

   $ 100,494   
  

 

 

 

Long-term assets:

  

Property, plant and equipment, net

   $ 30,543   

Trademarks and trade names

     9,170   

Customer lists

     5,499   

Other assets

     1,125   
  

 

 

 

Total long-term assets

   $ 46,337   
  

 

 

 

Current liabilities:

  

Accounts payable

   $ 8,050   

Employee compensation and benefits

     4,065   

Other current liabilities

     380   
  

 

 

 

Total current liabilities

   $ 12,495   
  

 

 

 

The operating results of these discontinued operations only reflect revenues and expenses that are directly attributable to the Apparel Segment and that will be eliminated from ongoing operations. The key components from discontinued operations related to the Apparel Segment were as follows (in thousands):

 

Sales price

   $ 110,000   

Net book value of assets

     (130,174

Expenses related to sales (1)

     (4,365
  

 

 

 

Loss on sale before write-off of foreign currency translation adjustment

     (24,539

Write-off of foreign currency translation adjustments recorded in other comprehensive income

     (16,109
  

 

 

 

Loss on sale of sale of discontinued operations

   $ (40,648
  

 

 

 

 

(1) The termination fee, in the amount of $3.0 million, paid as a result of the termination of the Initial Purchase Agreement for the sale of the Apparel Segment is included in this amount.

 

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ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2016

5. Discontinued Operations-continued

 

     Three months ended
August 31,
     Six months ended
August 31,
 
     2016      2015      2016      2015  

Net sales

   $ —         $ 50,306       $ 41,038       $ 104,113   
  

 

 

    

 

 

    

 

 

    

 

 

 

Income from discontinued operations before income taxes

     —           2,277         3,873         2,925   

Loss on sale of discontinued operations before income taxes

     —           —           (40,648      —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Income (loss) on discontinued operations before income taxes

     —           2,277         (36,775      2,925   

Income tax expense (benefit)

     —           842         (13,214      1,082   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net earnings (loss) from discontinued operations

   $ —         $ 1,435       $ (23,561    $ 1,843   
  

 

 

    

 

 

    

 

 

    

 

 

 

6. Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets of acquired businesses and is not amortized. Goodwill and indefinite-lived intangibles are evaluated for impairment on an annual basis as of November 30 of each year, or more frequently if impairment indicators arise, using a fair-value-based test that compares the fair value of the asset to its carrying value. The impairment test for goodwill uses a two-step approach. Step one compares the fair value of the reporting unit to which goodwill is assigned to its carrying amount. If the carrying amount exceeds its estimated fair value, a potential impairment is indicated and step two is performed. Step two compares the carrying amount of the reporting unit’s goodwill to its implied fair value. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the assets and liabilities, including unrecognized intangible assets of that reporting unit based on their fair values, similar to the allocation that occurs in a business combination. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. If the implied fair value of goodwill exceeds the carrying amount, goodwill is not impaired. The Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets in assessing the recoverability of its goodwill and other intangibles. If these estimates or the related assumptions change, the Company may be required to record additional impairment charges relating to these assets in the future.

The cost of intangible assets is based on fair values at the date of acquisition. Intangible assets with determinable lives are amortized on a straight- line basis over their estimated useful life (between 1 and 15 years). Trademarks and trade names with indefinite lives are evaluated for impairment on an annual basis, or more frequently if impairment indicators arise. The Company assesses the recoverability of its definite-lived intangible assets primarily based on its current and anticipated future undiscounted cash flows.

The carrying amount and accumulated amortization of the Company’s intangible assets at each balance sheet date are as follows (in thousands):

 

As of August 31, 2016

   Weighted
Average
Remaining
Life

(in years)
     Gross
Carrying
Amount
     Accumulated
Amortization
     Net  

Amortized intangible assets

           

Trade names

     —         $ 1,234       $ 1,234       $ —     

Customer lists

     9.0         53,669         19,079         34,590   

Noncompete

     1.3         175         57         118   

Patent

     1.5         783         589         194   
     

 

 

    

 

 

    

 

 

 

Total

     9.0       $ 55,861       $ 20,959       $ 34,902   
     

 

 

    

 

 

    

 

 

 

 

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Table of Contents

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2016

6. Goodwill and Other Intangible Assets-continued

 

As of February 29, 2016

   Weighted
Average
Remaining
Life

(in years)
     Gross
Carrying
Amount
     Accumulated
Amortization
     Net  

Amortized intangible assets

           

Trade names

     —         $ 1,234       $ 1,234       $ —     

Customer lists

     8.7         53,519         16,852         36,667   

Noncompete

     1.8         75         29         46   

Patent

     2.0         783         523         260   
     

 

 

    

 

 

    

 

 

 

Total

     8.7       $ 55,611       $ 18,638       $ 36,973   
     

 

 

    

 

 

    

 

 

 
                   August 31,
2016
     February 29,
2016
 

Non-amortizing intangible assets

           

Trademarks and trade names

         $ 15,291       $ 15,291   
        

 

 

    

 

 

 

Aggregate amortization expense for the six months ended August 31, 2016 and August 31, 2015 was $2.3 million and $2.3 million, respectively.

The Company’s estimated amortization expense for the next five fiscal years ending in February of the stated fiscal year is as follows (in thousands):

 

2017

   $ 4,716   

2018

     4,504   

2019

     3,987   

2020

     3,867   

2021

     3,797   

Changes in the net carrying amount of goodwill as of the dates indicated are as follows (in thousands):

 

Balance as of March 1, 2015

   $ 64,489   

Goodwill acquired

     48   

Goodwill impairment

     —     
  

 

 

 

Balance as of February 29, 2016

     64,537   

Goodwill acquired

     —     

Goodwill impairment

     —     
  

 

 

 

Balance as of August 31, 2016

   $ 64,537   
  

 

 

 

During the six months ended August 31, 2015, a $48,000 purchase price allocation adjustment was added to goodwill related to the acquisition of Sovereign Business Forms.

 

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Table of Contents

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2016

 

7. Other Accrued Expenses

The following table summarizes the components of other accrued expenses as of the dates indicated (in thousands):

 

     August 31,
2016
     February 29,
2016
 

Accrued taxes

   $ 228       $ 156   

Accrued legal and professional fees

     340         409   

Accrued interest

     156         147   

Accrued utilities

     90         90   

Accrued acquisition related obligations

     652         666   

Accrued credit card fees

     123         246   

Other accrued expenses

     782         419   
  

 

 

    

 

 

 
   $ 2,371       $ 2,133   
  

 

 

    

 

 

 

8. Long-Term Debt

Long-term debt consisted of the following as of the dates indicated (in thousands):

 

     August 31,
2016
     February 29,
2016
 

Revolving credit facility

   $ 30,000       $ 40,000   

On August 11, 2016, the Company entered into the Sixth Amendment to its Second Amended and Restated Credit Agreement (as amended, the “Credit Facility”). The Sixth Amendment extends the maturity date of the Credit Facility to August 11, 2020 and provides the Company and its subsidiaries with up to $100.0 million in revolving credit, as well as a $20.0 million sublimit for the issuance of letters of credit and a $15.0 million sublimit for swing-line loans. Under the Credit Facility, the Company or any or its subsidiaries also can request up to three increases in the aggregate commitments in an aggregate amount not to exceed $50.0 million. Under the Credit Facility: (i) the Company’s net leverage ratio may not exceed 3.00:1.00, (ii) the Company’s fixed charge coverage ratio may not be less than 1.25:1.00, and (iii) the Company may make dividends or distributions to shareholders so long as (x) no event of default has occurred and is continuing and (y) the Company’s net leverage ratio both before and after giving effect to any such dividend or distribution is equal to or less than 2.50:1.00.

The Credit Facility bears interest at the London Interbank Offered Rate (“LIBOR”) plus a spread ranging from 1.0% to 2.0%, or 1.80% (3 month LIBOR + 1.0%) at August 31, 2016 and 1.76% (30 day LIBOR + 1.25%) at February 29, 2016, depending on the Company’s ratio of total funded debt to the sum of net earnings from continuing operations plus interest, tax, depreciation, and amortization (“EBITDA”). As of August 31, 2016, the Company had $30.0 million of borrowings under the revolving credit line and $2.1 million outstanding under standby letters of credit arrangements, leaving approximately $67.9 million available. The Credit Facility is secured by substantially all of the Company’s assets (other than real property), as well as all capital securities of each of the Company’s subsidiaries.

 

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ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2016

 

9. Shareholders’ Equity

Changes in shareholders’ equity accounts for the six months ended August 31, 2016 are as follows (in thousands, except share amounts):

 

    Common Stock    

Additional

Paid-in

    Retained    

Accumulated

Other

Comprehensive

    Treasury Stock        
    Shares     Amount     Capital     Earnings     Income (Loss)     Shares     Amount     Total  

Balance March 1, 2016

    30,053,443      $ 75,134      $ 121,597      $ 206,105      $ (27,285     (4,437,005   $ (77,005   $ 298,546   

Net loss

    —          —          —          (10,094     —          —          —          (10,094

Foreign currency translation, net of deferred tax of $6,087

    —          —          —          —          9,940        —          —          9,940   

Dividends paid ($1.85 per share)

    —          —          —          (48,187     —          —          —          (48,187

Stock based compensation

    —          —          679        —          —          —          —          679   

Stock based compensation allocated to loss on sale of discontinued operations

    —          —          112        —          —          —          —          112   

Exercise of stock options and restricted stock

    —          —          (1,810     —          —          282,988        4,720        2,910   

Stock repurchases

    —          —          —          —          —          (103,705     (1,786     (1,786
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance August 31, 2016

    30,053,443      $ 75,134      $ 120,578      $ 147,824      $ (17,345     (4,257,722   $ (74,071   $ 252,120   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The Board has authorized the repurchase of up to an aggregate of $20.0 million of the Company’s outstanding common stock through a stock repurchase program. Under the repurchase program, share purchases may be made from time to time in the open market or through privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such purchases, if any, will be made in accordance with applicable insider trading and other securities laws and regulations. These repurchases may be commenced or suspended at any time or from time to time without prior notice.

During the six months ended August 31, 2016, the Company repurchased 103,705 shares of common stock at an average price of $17.22 per share. Since the program’s inception in October 2008, there has been 822,216 common shares repurchased at an average price of $14.18 per share. As of August 31, 2016 there was $8.3 million available to repurchase shares of the Company’s common stock under the program.

10. Stock Option Plan and Stock Based Compensation

The Company grants stock options and restricted stock to key executives and managerial employees and non-employee directors. At August 31, 2016, the Company had one stock option plan, the 2004 Long-Term Incentive Plan of Ennis, Inc., as amended and restated as of June 30, 2011, formerly the 1998 Option and Restricted Stock Plan amended and restated as of May 14, 2008 (the “Plan”). The Company has 601,308 shares of unissued common stock reserved under the Plan for issuance as of August 31, 2016. The exercise price of each stock option granted under the Plan equals a referenced price of the Company’s common stock as reported on the New York Stock Exchange on the date of grant, and an option’s maximum term is ten years. Stock options and restricted stock may be granted at different times during the year and vest ratably over various periods, from grant date up to five years. The Company uses treasury stock to satisfy option exercises and restricted stock awards.

The Company recognizes compensation expense for stock options and restricted stock grants on a straight-line basis over the requisite service period. For the three months ended August 31, 2016 and August 31, 2015, the Company included compensation expense related to share-based compensation of $0.4 million ($0.2 million net of tax), and $0.4 million ($0.2 million net of tax), respectively, in selling, general, and administrative expenses. For the six months ended August 31, 2016 and August 31, 2015, the Company included compensation expense related to share-based compensation of $0.7 million ($0.4 million net of tax), and $0.7 million ($0.4 million net of tax), respectively, in selling, general, and administrative expenses.

 

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ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2016

10. Stock Option Plan and Stock Based Compensation-continued

 

Stock Options

The Company had the following stock option activity for the six months ended August 31, 2016:

 

     Number
of
Shares
(exact quantity)
     Weighted
Average
Exercise
Price
     Weighted
Average
Remaining
Contractual
Life (in years)
     Aggregate
Intrinsic
Value(a)
(in thousands)
 

Outstanding at March 1, 2016

     370,949       $ 15.38         5.9       $ 1,616   

Granted

     —           —           

Terminated

     —           —           

Exercised

     (193,453      15.04         
  

 

 

          

Outstanding at August 31, 2016

     177,496       $ 15.76         4.7       $ 279   
  

 

 

          

Exercisable at August 31, 2016

     172,423       $ 15.79         4.6       $ 268   
  

 

 

          

 

(a) Intrinsic value is measured as the excess fair market value of the Company’s common stock as reported on the New York Stock Exchange over the applicable exercise price.

No stock options were granted during the six months ended August 31, 2016. The following is a summary of the assumptions used and the weighted average grant-date fair value of the stock options granted during the six months ended August 31, 2015:

 

     August 31,
2015
 

Expected volatility

     24.06

Expected term (years)

     3   

Risk free interest rate

     0.89

Dividend yield

     4.92

Weighted average grant-date fair value

   $ 2.24   

A summary of the stock options exercised and tax benefits realized from stock based compensation is presented below (in thousands):

 

     Three months ended
August 31,
     Six months ended
August 31,
 
     2016      2015      2016      2015  

Total cash received

   $ —         $ —         $ 2,910       $ —     

Income tax benefits

     —           —           —           —     

Total grant-date fair value

     —           —           532         —     

Intrinsic value

     —           —           969         —     

 

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Table of Contents

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2016

10. Stock Option Plan and Stock Based Compensation-continued

 

A summary of the Company’s unvested stock options at August 31, 2016 and the changes during the six months ended August 31, 2016 are presented below:

 

     Number
of Options
     Weighted
Average
Grant Date
Fair Value
 

Unvested at March 1, 2016

     76,425       $ 2.32   

New grants

     —           —     

Vested

     (71,352      2.32   

Forfeited

     —           —     
  

 

 

    

Unvested at August 31, 2016

     5,073       $ 2.41   
  

 

 

    

As of August 31, 2016, there was $7,000 of unrecognized compensation cost related to unvested stock options granted under the Plan. The weighted average remaining requisite service period of the unvested stock options was 1.3 years.

Restricted Stock

The Company had the following restricted stock grant activity for the six months ended August 31, 2016:

 

     Number of
Shares
     Weighted
Average
Grant Date
Fair Value
 

Outstanding at March 1, 2016

     189,396       $ 14.36   

Granted

     64,685         19.63   

Terminated

     —           —     

Vested

     (89,535      14.46   
  

 

 

    

Outstanding at August 31, 2016

     164,546       $ 16.37   
  

 

 

    

As of August 31, 2016, the total remaining unrecognized compensation cost related to unvested restricted stock granted under the Plan was approximately $2.2 million. The weighted average remaining requisite service period of the unvested restricted stock awards was 1.9 years.

11. Pension Plan

The Company and certain subsidiaries have a noncontributory defined benefit retirement plan (the “Pension Plan”), covering approximately 21% of aggregate employees. Benefits are based on years of service and the employee’s average compensation for the highest five compensation years preceding retirement or termination.

 

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Table of Contents

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2016

11. Pension Plan-continued

 

Pension expense is composed of the following components included in cost of goods sold and selling, general, and administrative expenses in the Company’s consolidated statements of earnings (in thousands):

 

     Three months ended
August 31,
     Six months ended
August 31,
 
     2016      2015      2016      2015  

Components of net periodic benefit cost

           

Service cost

   $ 292       $ 326       $ 583       $ 651   

Interest cost

     593         592         1,186         1,184   

Expected return on plan assets

     (916      (982      (1,832      (1,964

Amortization of:

           

Prior service cost

     —           (22      —           (43

Unrecognized net loss

     670         637         1,341         1,275   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net periodic benefit cost

   $ 639       $ 551       $ 1,278       $ 1,103   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company is required to make contributions to the Pension Plan. These contributions are required under the minimum funding requirements of ERISA. Due to the enactment of the Highway and Transportation Funding Act (HATFA) in August 2014, plan sponsors can calculate the discount rate used to measure the Pension Plan liability using a 25-year average of interest rates plus or minus a corridor. The Company’s minimum required contribution to the Pension Plan is zero for the Pension Plan year ending February 28, 2017. However, the Company expects to make a cash contribution to the Pension Plan of between $2.0 million and $3.0 million during fiscal year 2017. The Company contributed $3.0 million to the Pension Plan during fiscal year 2016.

12. Earnings (loss) per Share

Basic earnings (loss) per share have been computed by dividing net earnings by the weighted average number of common shares outstanding during the applicable period. Diluted earnings (loss) per share reflect the potential dilution that could occur if stock options or other contracts to issue common shares were exercised or converted into common stock.

For the three months ended August 31, 2016, 42,500 shares related to stock options were not included in the diluted earnings per share computation because the exercise price of such shares exceeded the average fair market value of the Company’s stock. For the six months ended August 31, 2016, all shares related to stock options were included in the diluted loss per share computation because the average fair market value of such shares exceeded the exercise price of the Company’s stock. For the three and six months ended August 31, 2015, 172,543 and 203,961 shares, respectively, related to stock options were not included in the diluted earnings per share computation because their exercise price exceeded the average fair market value of the Company’s stock. The following table sets forth the computation for basic and diluted earnings (loss) per share for the periods indicated:

 

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Table of Contents

ENNIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2016

12. Earnings (loss) per Share-continued

 

    

Three months ended

August 31,

    

Six months ended

August 31,

 
     2016      2015      2016     2015  

Basic weighted average common shares outstanding

     25,893,218         25,662,828         25,847,051        25,636,203   

Effect of dilutive options

     17,157         30,428         21,748        21,316   
  

 

 

    

 

 

    

 

 

   

 

 

 

Diluted weighted average common shares outstanding

     25,910,375         25,693,256         25,868,799        25,657,519   
  

 

 

    

 

 

    

 

 

   

 

 

 

Earnings (loss) per share - basic and diluted

        

Earnings per share on continuing operations

   $ 0.26       $ 0.37       $ 0.52      $ 0.72   

Earnings per share on discontinued operations

     —           0.06         0.10        0.07   

Loss per share on sale of discontinued operations

     —           —           (1.01     —     
  

 

 

    

 

 

    

 

 

   

 

 

 

Earnings (loss) on discontinued operations

     —           0.06         (0.91     0.07   
  

 

 

    

 

 

    

 

 

   

 

 

 

Net earnings (loss)

   $ 0.26       $ 0.43       $ (0.39   $ 0.79   
  

 

 

    

 

 

    

 

 

   

 

 

 

Cash dividends

   $ 1.675       $ 0.175       $ 1.85      $ 0.35   
  

 

 

    

 

 

    

 

 

   

 

 

 

13. Concentrations of Risk

Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash and trade receivables. Cash is placed with high-credit quality financial institutions. The Company believes its credit risk with respect to trade receivables is limited due to industry and geographic diversification. As disclosed on the Consolidated Balance Sheets, the Company maintains an allowance for doubtful receivables to cover the Company’s estimate of credit losses associated with accounts receivable.

The Company, for quality and pricing reasons, purchases its paper, cotton and yarn products from a limited number of suppliers. To maintain its high standard of color control associated with its apparel products, the Company purchases its dyeing chemicals from limited sources. While other sources may be available to the Company to purchase these products, they may not be available at the cost or at the quality the Company has come to expect.

For the purposes of the Consolidated Statements of Cash Flows, the Company considers cash to include cash on hand and in bank accounts. The Federal Deposit Insurance Corporation (“FDIC”) insures accounts up to $250,000. At August 31, 2016, cash balances included $84.6 million that was not federally insured because it represented amounts in individual accounts above the federally insured limit for each such account. This at-risk amount is subject to fluctuation on a daily basis. While management does not believe there is significant risk with respect to such deposits, we cannot be assured that we will not experience losses on our deposits.

14. Subsequent Events

On September 23, 2016, the Board declared a quarterly cash dividend of 17  12 cents per share, which will be paid on November 7, 2016 to the shareholders of record on October 14, 2016.

 

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ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Ennis, Inc. (formerly Ennis Business Forms, Inc.) was organized under the laws of Texas in 1909. Ennis, Inc. and its subsidiaries print and manufacture a broad line of business forms and other business products. We distribute business products and forms throughout the United States primarily through independent dealers. This distributor channel encompasses independent print distributors, commercial printers, direct mail, fulfillment companies, payroll and accounts payable software companies, and advertising agencies, among others. We also sell products to many of our competitors to satisfy their customer’s needs.

On April 1, 2016, we entered into a Unit Purchase Agreement (the “Initial Purchase Agreement”) with Alstyle Operations, LLC (the “Initial Buyer”) and, for the limited purpose set forth in such Initial Purchase Agreement, Steve S. Hong. Under the Initial Purchase Agreement, the Initial Buyer agreed to acquire Alstyle Apparel, LLC and its subsidiaries (the “Apparel Segment”) from us for an aggregate purchase price of $88.0 million, consisting of $76.0 million in cash to be paid at closing, subject to a working capital adjustment, and an additional $12.0 million to be paid pursuant to a capital lease covering certain equipment utilized by the Apparel Segment that was to have been retained by us. The Initial Purchase Agreement contemplated post-closing transition services for up to 18 months.

Under the Initial Purchase Agreement, we retained the right to terminate such agreement in the event that the Company received an unsolicited purchase offer for the Apparel Segment that was not matched by the Initial Buyer, which, in the judgment of our Board of Directors (the “Board”) in the exercise of its fiduciary duties on behalf of the our shareholders, deemed such offer to be a superior offer to the transactions contemplated by the Initial Purchase Agreement.

On May 4, 2016, the Company received what the Board determined to be a superior offer from Gildan Activewear Inc. (“Gildan”). In connection therewith, we terminated the Initial Purchase Agreement and paid the required $3.0 million termination fee to the Initial Buyer. In connection with the superior offer, the Company and Gildan entered into a Unit Purchase Agreement, dated May 4, 2016 (the “Gildan Purchase Agreement”). Gildan acquired the Apparel Segment for an all-cash purchase price of $110.0 million, subject to a working capital adjustment, customary indemnification arrangements, and the other terms of the Gildan Purchase Agreement. We are providing transition assistance to Gildan for certain administrative, financial, human resource, and information technology matters, and we are subleasing from Gildan a portion of a real property located in Anaheim, California. As part of the purchase price, Gildan funded our payment of the $3.0 million termination fee payable to the Initial Buyer in connection with the termination of the Initial Purchase. We filed with the Securities and Exchange Commission Current Reports on Form 8-K on May 4, 2016 and June 1, 2016 regarding the Gildan Purchase Agreement and the consummation of the sale of the Apparel Segment, respectively, and reference is made herein to those current reports for further explanation.

Based on certain tax elections expected to be made, we anticipate that we will be able to treat the loss arising from the sale of the Apparel Segment as an operating loss for tax purposes.

On August 12, 2016, we acquired the assets of Atlas for $0.3 million in cash. Atlas is located in Ajax, Ontario, Canada. Management considers this acquisition immaterial.

On March 19, 2016, we acquired the assets of Major Business Systems, Inc. (“Major”) for $0.6 million in cash. Major is located in Hillsborough, North Carolina. Major’s products will be sold through our normal sales channel of independent distributors, which allows us to enhance our product mix and pursue more expansive product lines in the integrated document market. Major, which generated approximately $3.4 million in unaudited sales for the twelve-month period ended April 30, 2015, will continue to operate under its brand name.

On July 31, 2015, we acquired the assets of CMC Group, Inc. for $0.3 million in cash plus the assumption of certain accrued current liabilities. Management considers this acquisition immaterial.

 

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ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

 

During the fourth quarter of fiscal year 2016, we were required to move our folder operations from Omaha, Nebraska to Columbus, Kansas, due to the owners’ desire to sell the facility. The move and inefficiencies associated with starting-up and training new employees has had a negative impact on revenues and operational margins over the past several quarters. While our current quarter’s results continued to be impacted by this relocation, we expect that the negative overhang associated with this move will end soon. In addition to the foregoing, our medical claims have exceeded our historical trend line during the last fiscal year. As a result, we made an additional contribution of $2.3 million to our medical reserve, which negatively impacted our operational margins during this quarter. Whether our medical claims will continue to exceed our historical trend line and thus require us to take additional unusual charges in the future is unknown at this point. We are currently evaluating various alternatives that we may pursue in the future in hopes of decreasing our medical claims cost. However, we do not expect that any alternative we may choose will impact our medical claims cost curve until next fiscal year.

Business Overview

Our management believes we are the largest provider of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders to independent distributors in the United States.

We are in the business of manufacturing, designing, and selling business forms and other printed business products primarily to distributors located in the United States. We operate 58 manufacturing plants throughout the United States in 22 strategically located states. Approximately 95% of the business products manufactured are custom and semi-custom products, constructed in a wide variety of sizes, colors, number of parts, and quantities on an individual job basis, depending upon the customers’ specifications.

The products sold include snap sets, continuous forms, laser cut sheets, tags, labels, envelopes, integrated products, jumbo rolls and pressure sensitive products in short, medium and long runs under the following labels: Ennis®, Royal Business Forms®, Block Graphics®, Specialized Printed Forms®, 360º Custom LabelsSM, ColorWorx®, Enfusion®, Uncompromised Check Solutions®, VersaSeal®, Witt Printing®, B&D Litho®, Genforms®, PrintGraphics SM, Calibrated Forms®, PrintXcelSM, Printegra®, Curtis Business FormsSM, Falcon Business FormsSM, Forms ManufacturersSM, Mutual GraphicsSM, TRI- C Business FormsSM, Major Business SystemsSM, and Hoosier Data Forms®. We also sell the Adams McClure® brand (which provides Point of Purchase advertising for large franchise and fast food chains, as well as kitting and fulfillment); the Admore® and Folder Express® brands (which provide presentation folders and document folders); Ennis Tag & LabelSM (which provides custom printed, high performance labels and custom and stock tags); Atlas Tag & Label®, Kay Toledo TagSM, and Special Service PartnersSM (SSP) (which provides custom and stock tags and labels); Trade Envelopes®, Block Graphics®, Wisco®, and National Imprint Corporation® (which provide custom and imprinted envelopes) and Northstar® and General Financial Supply® (which provide financial and security documents).

We sell predominantly through private printers and independent distributors, as well as to many of our competitors. Northstar also sells direct to a small number of customers, generally large banking organizations (where a distributor is not acceptable or available to the end-user). Northstar acquired several of the top 25 banks in the United States as customers and is actively pursuing other large banks within the top 25 tier of banks in the United States. Adams McClure also sells direct to a small number of customers, where sales are generally through advertising agencies.

The printing industry generally sells its products either through sales made predominantly to end users, a market dominated by a few large manufacturers, such as R.R. Donnelley and Sons, Staples, Inc., Standard Register Co.(a subsidiary of Taylor Corporation), and Cenveo, Inc., or, like the Company, through a variety of independent distributors and distributor groups. While it is not possible, because of the lack of adequate public statistical information, to determine the Company’s share of the total business products market, management believes the Company is the largest producer of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders in the United States distributing primarily through independent dealers.

There are a number of competitors that operate in this segment, ranging in size from single employee-owner operations to multi- plant organizations. We believe our strategic locations and buying power permit us to compete on a favorable basis within the distributor market on competitive factors, such as service, quality, and price.

Distribution of business forms and other business products throughout the United States is primarily done through independent dealers, including business form distributors, resellers, direct mail, commercial printers, payroll and accounts payable software companies, and advertising agencies.

Raw materials principally consist of a wide variety of weights, widths, colors, sizes, and qualities of paper for business products purchased from generally one major supplier at favorable prices based on the volume of business.

Business products usage in the printing industry is generally not seasonal. General economic conditions and contraction of the traditional business forms industry are the predominant factor in quarterly volume fluctuations.

 

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ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

 

Business Challenges

We are engaged in an industry undergoing significant changes, including consolidation of some of our traditional channels, product obsolescence, expansion of commodity materials to our competition, as well as cheaper material imports due to the strong dollar. Technology advances have made electronic distribution of documents, internet hosting, digital printing and print-on-demand valid, cost-effective alternatives to traditional custom printed documents and customer communications. Improved equipment has become more accessible to our competitors due to the continued low interest rate environment. We face highly competitive conditions throughout the supply chain in an already over-supplied, price-competitive print industry. The challenges of our business include the following:

Transformation of our portfolio of products While traditional business documents are essential in order to conduct business, many are being replaced through the use of cheaper paper grades or imported paper, or devalued with advances in digital technologies, causing steady declines in demand for a portion of our current product line. Transforming our product offerings in order to continue to provide innovative, valuable solutions through lower labor and fixed charges to our customers on a proactive basis will require us to make investments in new and existing technology and to develop key strategic business relationships, such as print-on-demand services and product offerings that assist customers in their transition to digital business environments. In addition, we will continue to look for new market opportunities and niches through acquisitions, such as the addition of our envelope offerings, tag offerings, folder offerings, healthcare wristbands, secure document solutions, innovative in-mold label offerings and long-run integrated products with high color web printing, which provide us with an opportunity for growth and differentiate us from our competition.

Excess production capacity and price competition within our industry – Paper mills continue to adjust production capacity through downtime and closures to attempt to keep supply in line with demand, although a number of countries have disrupted the supply/demand curve by dumping paper into the U.S. market. Due to the number of paper mills worldwide, paper prices have been and are expected to remain fairly weak, although the strong dollar has attracted cheaper material into the United States notwithstanding the trade tariffs imposed. We will continue to focus our efforts on effectively managing and controlling our product costs to minimize these effects on our operational results, primarily through the use of forecasting, production and costing models. As always, some of these negative factors are cyclical and we will continue to focus on maintaining our margins when the inevitable currency swings go the other way.

Continued consolidation of our customers – Our customers, who are distributors, are consolidating or are being acquired by competitors. As such, they demand better pricing and services, or they are required to move their business to their new parent company’s manufacturing facilities. While we continue to maintain a majority of this business, it is possible that these consolidations and acquisitions will impact our margins and our sales in the near future.

Cautionary Statements Regarding Forward Looking Statements

You should read this discussion and analysis in conjunction with our Consolidated Financial Statements and the related notes appearing elsewhere in this Report. All of the statements in this Report, other than historical facts, are forward-looking statements, including, without limitation, the statements made in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” particularly under the caption “Overview.” As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. The words “could,” “should,” “feel,” “anticipate,” “aim,” “preliminary,” “expect,” “believe,” “estimate,” “intend,” “intent,” “plan,” “will,” “foresee,” “project,” “ forecast,” or the negative thereof or variations thereon, and similar expressions identify forward-looking statements.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for these forward-looking statements. In order to comply with the terms of the safe harbor, Ennis, Inc. notes that forward-looking statements are subject to known and unknown risks, uncertainties and other factors relating to its operations and business environment, all of which are difficult to predict and many of which are beyond the control of Ennis, Inc. These known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements.

These statements reflect the current views and assumptions of management with respect to future events. Ennis, Inc. does not undertake, and hereby disclaims, any duty to update these forward-looking statements, even though its situation and circumstances may change in the future. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. The inclusion of any statement in this report does not constitute an admission by Ennis, Inc. or any other person that the events or circumstances described in such statement are material.

 

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ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

 

We believe these forward- looking statements are based upon reasonable assumptions. All such statements involve risks and uncertainties, and as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including but not limited to, general economic, business and labor conditions and the potential impact on our operations; our ability to implement our strategic initiatives and control our operational costs; dependence on a limited number of key suppliers; our ability to recover the rising cost of raw materials and other costs (i.e., energy, freight, labor, benefit costs, etc.) in markets that are highly price competitive and volatile; our 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; the impact of foreign competition; changes in economic conditions; customer credit risk; competitors’ pricing strategies; a decline in business volume and profitability could result in an impairment in our reported goodwill negatively impacting our operational results; our ability to retain key management personnel; our ability to identify, manage or integrate acquisitions; and changes in government regulations. In addition to the factors indicated above, you should carefully consider the risks described in and incorporated by reference herein and in the risk factors in our Annual Report on Form 10-K for the fiscal year ended February 29, 2016 before making an investment in our common stock.

Critical Accounting Policies and Estimates

In preparing our consolidated financial statements, we are required to make estimates and assumptions that affect the disclosures and reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates and judgments on an ongoing basis, including those related to allowance for doubtful receivables, inventory valuations, property, plant and equipment, intangible assets, pension plan obligations, accrued liabilities and income taxes. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We believe our accounting policies related to the aforementioned items, are the most critical due to their effect on our more significant estimates and judgments used in preparation of our consolidated financial statements. For additional information, reference is made to the Critical Accounting Policies and Estimates section of our Annual Report on Form 10-K for the fiscal year ended February 29, 2016.

Results of Operations

The discussion that follows provides information which we believe is relevant to an understanding of our results of operations and financial condition. The discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and notes thereto, which are incorporated herein by reference. This analysis is presented in the following sections:

 

    Consolidated Summary – this section provides an overview of our consolidated results of operations for the three and six months ended August 31, 2016 and August 31, 2015.

 

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ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

 

Consolidated Summary

 

Unaudited Consolidated Statements of    Three Months Ended August 31,     Six Months Ended August 31,  

Operations - Data (Dollars in thousands )

   2016     2015     2016     2015  

Net sales

   $ 91,246        100.0   $ 100,455        100.0   $ 181,656        100.0   $ 197,224        100.0

Cost of goods sold

     64,208        70.4        69,092        68.8        127,924        70.4        135,897        68.9   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit margin

     27,038        29.6        31,363        31.2        53,732        29.6        61,327        31.1   

Selling, general and administrative

     16,057        17.6        16,116        16.0        32,128        17.7        32,169        16.3   

(Gain) loss from disposal of assets

     (4     —          (8     —          2        —          (10     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     10,985        12.0        15,255        15.2        21,602        11.9        29,168        14.8   

Other expense, net

     (220     (0.2     —          —          (229     (0.1     (3     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings from continuing operations before income taxes

     10,765        11.8        15,255        15.2        21,373        11.8        29,165        14.8   

Provision for income taxes

     3,981        4.4        5,644        5.6        7,906        4.4        10,791        5.5   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings from continuing operations

     6,784        7.4     9,611        9.6     13,467        7.4     18,374        9.3

Income from discontinued operations, net of tax

     —          —          1,435        1.4        2,481        1.3        1,843        1.0   

Loss on sale of discontinued operations, net of tax

     —          —          —          —          (26,042     (14.3     —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) from discontinued operations, net of tax

     —          —          1,435        1.4        (23,561     (13.0     1,843        1.0   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings (loss)

   $ 6,784        7.4   $ 11,046        11.0   $ (10,094     -5.6   $ 20,217        10.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following table reconciles, on a non-GAAP basis, the reported numbers to the adjusted numbers for the three months ended August 31, 2016 and the six months ended August 31, 2016, after eliminating the negative impact associated with the higher than normal medical expenses during the quarter and the negative impact of the Folder Express relocation.

 

     Three months ended
August 31, 2016
     Six months ended
August 31, 2016
 
     (in thousands, except per share amounts)  

Net income from continuing operations

   $ 6,784       $ 13,467   

Impact of additional medical charge

     2,250         2,250   

Impact of Folder Express relocation

     1,220         2,737   
  

 

 

    

 

 

 

Total of noted adjustments

     3,470         4,987   

Income taxes on adjustments

     1,284         1,845   
  

 

 

    

 

 

 

Adjustments, net of taxes

     2,186         3,142   
  

 

 

    

 

 

 

Adjusted net earnings from continuing operations (non- GAAP)

   $ 8,970       $ 16,609   
  

 

 

    

 

 

 

Adjusted diluted earnings per share (non-GAAP)

   $ 0.35       $ 0.64   
  

 

 

    

 

 

 

Three months ended August 31, 2016 compared to three months ended August 31, 2015

Net Sales. Our net sales were $91.2 million for the quarter ended August 31, 2016, compared to $100.5 million for same quarter last year and $90.4 million for the sequential quarter, or a decrease of 9.3% over the comparable quarter and an increase of 0.9% over the sequential quarter. Our print sales for the current quarter, compared to same period last year, decreased. This was likely due primarily to our lack of new acquisitions. Though over the years, acquisitions have been an integral part of our strategy to offset industry revenue declines that result from normal print attrition and general economic conditions, we were focused on completing the sale of our Apparel Segment this year. Thus, we have not completed any meaningful print acquisitions. Also, the move of our Company’s folder operations from Omaha, Nebraska to Columbus, Kansas decreased our sales by approximately $2.4 million during the quarter.

Cost of Goods Sold. Our cost of goods sold decreased by $4.9 million from $69.1 million for the three months ended August 31, 2015 to $64.2 million for the three months ended August 31, 2016, or 7.1%. Our gross profit margin (“margin”) was $27.0 million for the quarter, or 29.6%. This compares to 31.2% for the same quarter last year, but has improved slightly from 29.5% for the sequential quarter. Our margin continues to be negatively impacted in the current quarter by the costs associated with the move of our folder operations. Also, the start-up training process for the labor force has decreased efficiencies, decreasing our sales and negatively impacting our margin this quarter by an estimated $1.3 million. While the overall relocation process has taken longer than initially expected, we expect that the negative overhang associated with this move will end soon. In addition, because our medical claims exceeded our historical trends this quarter, we were required to take an additional charge of $2.3 million to our medical reserve;

 

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FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

 

doing so impacted our gross profit margin during the quarter by approximately $1.6 million. We are currently evaluating various alternatives in hopes of decreasing the medical claims cost. However, we do not expect that any alternative we may choose will impact our medical claims cost curve until next fiscal year. Without the aforementioned items’ negative effects on our gross profit margin, our gross profit margin, on a non-GAAP basis, would have been approximately $29.9 million for the current quarter, or 32.8%.

Selling, general, and administrative expense. For the three months ended August 31, 2016, our selling, general, and administrative expenses remained level at $16.1 million for the three months ended August 31, 2016 and August 31, 2015. As a percentage of sales, the selling, general, and administrative expenses were 17.6% and 16.0% for the three months ended August 31, 2016 and August 31, 2015, respectively, due to lower sales volume. With the completion of the sale of our Apparel Segment on May 25, 2016, we expect to have opportunities to pursue acquisitions as part of our plan to better leverage these expenses in the future. In addition, in connection with the sale of the Apparel Segment, we entered into a transition services agreement with Gildan, pursuant to which we agreed to provide specified administrative services to Gildan for a stipulated period of time. We believe that, once the Company’s obligations under the transition services agreement have been completed, our selling, general, and administrative expenses will reduce. Also, due to the additional charge to our medical reserve discussed above, our selling, general, and administrative expense line was further increased during the current quarter by approximately $0.7 million. Had we not incurred the additional charge to our medical reserve, our selling, general, and administrative expense line this quarter, on a non-GAAP basis, would have been $15.5 million, or 16.9% of sales.

Gain from disposal of assets. The $4,000 gain from disposal of assets during the current quarter related primarily to the sale of a vehicle. The gain of $8,000 during the same quarter last year related primarily to the sale of unused manufacturing equipment.

Income from operations. Our income from continuing operations for the three months ended August 31, 2016 was $11.0 million, or 12.0% of sales, as compared to $15.3 million, or 15.2% of sales, for the three months ended August 31, 2015. Without the negative impact associated with our folder operations move and the additional charge to our medical reserve during the current quarter, our income from continuing operations, on a non-GAAP basis, would have been $14.5 million, or 15.9% of sales.

Other expense. Other expense for the three months ended August 31, 2016 was $0.2 million, as opposed to zero for the three months ended August 31, 2015. Such other expense primarily accounts for the reallocation of interest expense from the Print Segment to our former Apparel Segment as part of discontinued operations for last fiscal year.

Provision for income taxes. Our effective tax rate for continuing operations was 37.0% for the three months ended August 31, 2016 and August 31, 2015.

Net earnings. Our net earnings from continuing operations for three months ended August 31, 2016 was $0.26, compared to $0.37 for the same quarter last year. There were no discontinued operations during the three months ended August 31, 2016, compared to net earnings from discontinued operations during the three months ended August 31, 2015 of $0.06. During the three months ended August 31, 2016, as previously discussed, our operational results continued to be negatively impacted by the relocation costs of our Folder Express operation and as a result of the $2.3 million charge for higher than normal medical expenses that we incurred. Without the negative impact of these items, on a non-GAAP basis, our adjusted net earnings from continuing operations for the three months ended August 31, 2016 would have been $9.0 million, and our adjusted earnings per share from continuing operations for the three months ended August 31, 2016 would have been $0.35 per diluted share.

Six months ended August 31, 2016 compared to six months ended August 31, 2015

Net Sales. Our net sales were $181.7 million for the six-month period ended August 31, 2016, compared to $197.2 million for same period last year, or a decrease of 7.9%. Primarily as a result of our lack of acquisitions, our print sales for the six months ended August 31, 2016 decreased, compared to print sales for the six months ended August 31, 2015. Though over the years, acquisitions have been an integral part of our strategy to offset industry revenue declines that result from normal print attrition and general economic conditions, we were focused on completing the sale of our Apparel Segment this year. Thus, we have not completed any meaningful print acquisitions. Also, the move

 

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ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

 

of our Company’s folder operations from Omaha, Nebraska to Columbus, Kansas decreased our sales by approximately $4.5 million during the six-month period ended August 31, 2016.

Cost of Goods Sold. Our cost of goods sold was $135.9 million for the six months ended August 31, 2015 and $127.9 million for the six months ended August 31, 2016, a difference of $8.0 million, or 5.9%. Our margin was $53.7 million for the six-month period ended August 31, 2016, or 29.6%. This compares to 31.1% for the six-month same period last year. For the current six-month period, our margin continues to be negatively impacted by the costs associated with the move of our folder operations to Kansas. The start-up training process for the labor force has decreased efficiencies, decreasing our sales and negatively impacting our margins for the six months ended August 31, 2016 by an estimated $2.9 million for the period. While the overall relocation process has taken longer than initially expected, we expect that the negative overhang associated with this move will end soon. In addition, we were required to take an additional charge to our medical reserve due to our medical claims exceeding our historical trends; doing so impacted our gross profit margin for the six months ended August 31, 2016 by approximately $ 1.6 million. Without the aforementioned items’ negative effects on our gross profit margin, our gross profit margin, on a non-GAAP basis, for the six months ended August 31, 2016 would have been approximately $58.2 million, or 32.0%.

Selling, general, and administrative expense. For the six months ended August 31, 2016, our selling, general, and administrative expenses were $32.1 million, down slightly from $32.1 million for the six months ended August 31, 2015. As a percentage of sales, the selling, general, and administrative expenses were 17.7% and 16.3% for the six months ended August 31, 2016 and August 31, 2015, respectively, due to lower sales volume. With the completion of the sale of our Apparel Segment on May 25, 2016, we expect to have opportunities to pursue acquisitions as part of our plan to better leverage these expenses in the future. In addition, in connection with the sale of our Apparel Segment, we entered into a transition services agreement with Gildan, pursuant to which we agreed to provide specified administrative services to Gildan for a stipulated period of time. We believe that once the Company’s obligations under the transition services agreement have been completed, our selling, general, and administrative expenses will reduce. Our selling, general, and administrative expense line was further impacted by approximately $0.7 million associated with the previously discussed additional charge to our medical reserve during the six months ended August 31, 2016. Had we not incurred the additional charge to our medical reserve, our selling, general, and administrative expense line for the six months ended August 31, 2016, on a non-GAAP basis, would have been $31.4 million, or 17.3% of sales.

(Gain) loss from disposal of assets. The $2,000 net loss from disposal of assets during the six months ended August 31, 2016, primarily as a result of the sale of unused manufacturing equipment offset by a $4,000 gain from the sale of a vehicle during the current period. The gain of $10,000 during the six months ended August 31, 2015 primarily resulted from the sale of unused manufacturing equipment.

Income from operations. Our income from continuing operations for the six months ended August 31, 2016 was $21.6 million, or 11.9% of sales, as compared to $29.2 million, or 14.8% of sales, for the six months ended August 31, 2015. Without the negative impact associated with our folder operations move and the additional charge to our medical reserve during the six months ended August 31, 2016, our income from continuing operations, on a non-GAAP basis, would have been $26.4 million, or 14.5% of sales.

Other expense. Other expense increased from $3,000 for the six months ended August 31, 2015 to $0.2 million for the six months ended August 31, 2016. This related primarily to the reallocation of interest expense from the Print Segment to our former Apparel Segment as part of discontinued operations for last fiscal year.

Provision for income taxes. Our effective tax rate for continuing operations was 37.0% for both the six months ended August 31, 2016 and the six months ended August 31, 2015. The effective tax rate for discontinued operations was 35.9% and 37.0% for the six months ended August 31, 2016 and August 31, 2015, respectively.

Net earnings. Our net earnings from continuing operations for the six months ended August 31, 2016 were $0.52, compared to $0.72 for the six months ended August 31, 2015. Net earnings from discontinued operations during the six months ended August 31, 2016 were $0.10, compared to $0.07 for the six months ended August 31, 2015. Overall, before the loss on the sale of the Apparel Segment, operational results (continued and discontinued) for the period were $0.62 per diluted share for the six months ended August 31, 2016 and $0.79 per diluted share for the six months

 

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ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

 

ended August 31, 2015. The net loss from the sale of the Company’s discontinued operations during the period, net of tax, was $26.0 million, or ($1.01) per share, which included the write-off of the balance of foreign currency translation adjustments of $16.1 million, or $10.3 million, net of taxes. As a result, the Company realized a net loss of ($10.1) million, or ($0.39) per diluted share, for the six months ended August 31, 2016, compared to net earnings of $20.2 million, or $0.79 per diluted share for the six months ended August 31, 2015. Excluding the negative impact of the Folder Express relocation and the additional medical reserve charge, our adjusted income from continuing operations, on a non-GAAP basis, would have been $16.0 million for the six months ended August 31, 2016, and our adjusted earnings per share from continuing operations, on a non-GAAP basis, would have been $0.64 per diluted share for the six months ended August 31, 2016.

Liquidity and Capital Resources

We rely on our cash flows generated from operations and the borrowing capacity under our Credit Facility to meet cash requirements of our business. The primary cash requirements of our business are payments to vendors in the normal course of business, capital expenditures, debt repayments and related interest payments, contributions to our pension plan and the payment of dividends to our shareholders. We expect to generate sufficient cash flows from operations supplemented by our Credit Facility as required to cover our operating and capital requirements for the foreseeable future.

 

(Dollars in thousands)

   August 31,
2016
     February 29,
2016
 

Working Capital

   $ 133,927       $ 138,575   

Cash and cash equivalents

   $ 85,225       $ 7,957   

Working Capital. Our working capital decreased $4.6 million or 3.4%, from $138.6 million at February 29, 2016 to $133.9 million at August 31, 2016. Our current ratio, calculated by dividing our current assets by our current liabilities, increased from 4.4 to 1.0 at February 29, 2016 to 6.0 to 1.0 at August 31, 2016. Our current ratio increased primarily as a result of the impact associated with the cash sale of the Apparel Segment. Our working capital decreased primarily due to the special one-time dividend of $1.50 per share paid in connection with the sale of the Apparel Segment.

 

     Six months ended August 31,  

(Dollars in thousands)

   2016      2015  

Net cash provided by operating activities

   $ 29,078       $ 60,187   

Net cash provided by (used in) investing activities

   $ 105,253       $ (2,824

Net cash used in financing activities

   $ (57,063    $ (52,512

Cash flows from operating activities. Cash provided by operating activities decreased by $31.1 million from $60.2 million for the six months ended August 31, 2015 to $29.1 million for the six months ended August 31, 2016. Our decreased operational cash flows in comparison to the comparable period last year was primarily the result of three factors: i) decreased operational earnings, ii) a decrease of $2.1 million associated with the collection of accounts receivable, iii) an increase in our prepaid expenses of $6.0 million, principally prepaid income taxes, and iv) a decrease in operating cash flows from the Apparel Segment that was sold May 25, 2016.

Cash flows from investing activities. Cash provided by investing activities increased $108.1 million from $2.8 million used to $105.3 million provided by for the six months ended August 31, 2015 and August 31, 2016, respectively. This was primarily due to the net proceeds of $107.4 million provided from the sale of the Apparel Segment which took place on May 25, 2016 as well as a decrease of $1.4 million used for capital expenditures.

Cash flows from financing activities. We used $4.6 million more in cash from financing activities this period than during the same period last year. We used $10.0 million in cash this year to pay down our debt, compared to $36.0 million used last year. We used $48.2 million this year to pay dividends which included a special one-time dividend of $1.50 per share that was paid as result of the sale of the Apparel Segment, whereas we used $9.0 million to pay dividends last year. This year we used $1.8 million to repurchase our common stock under our stock repurchase

 

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ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

 

program, whereas we did not repurchase shares of our common stock last year. In addition, this year we received $2.9 million from the exercise of stock options, whereas for the same period last year no stock options were exercised.

Credit Facility. On August 11, 2016, the Company entered into the Sixth Amendment to its Second Amended and Restated Credit Agreement (as amended, the “Credit Facility”). The Sixth Amendment extends the maturity date of the Credit Facility to August 11, 2020 and provides the Company and its subsidiaries with up to $100.0 million in revolving credit, as well as a $20.0 million sublimit for the issuance of letters of credit and a $15.0 million sublimit for swing-line loans. Under the Credit Facility, the Company or any or its subsidiaries also can request up to three increases in the aggregate commitments in an aggregate amount not to exceed $50.0 million. Under the Credit Facility: (i) the Company’s net leverage ratio may not exceed 3.00:1.00, (ii) the Company’s fixed charge coverage ratio may not be less than 1.25:1.00, and (iii) the Company may make dividends or distributions to shareholders so long as (x) no event of default has occurred and is continuing and (y) the Company’s net leverage ratio both before and after giving effect to any such dividend or distribution is equal to or less than 2.50:1.00.

The Credit Facility bears interest at the LIBOR rate plus a spread ranging from 1.0% to 2.0%, which rate was 1.80% (3 month LIBOR + 1.0%) at August 31, 2016 and 1.76% (30 day LIBOR + 1.25%) at February 29, 2016. The rate is determined by our fixed charge coverage ratio of total funded debt to EBITDA. As of August 31, 2016, we had $30.0 million of borrowings under the revolving credit line and $2.1 million outstanding under standby letters of credit arrangements, leaving approximately $67.9 million available. The Credit Facility is secured by substantially all of our assets (other than real property), as well as all capital securities of each of our subsidiaries.

It is anticipated that the available line of credit is sufficient to cover the Company’s working capital requirements for the foreseeable future, should it be required.

Pension Plan –We are required to make contributions to our Pension Plan. These contributions are required under the minimum funding requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). Due to the enactment of the Highway and Transportation Funding Act (HATFA) in August 2014, which effectively raises the discount rates mandated for determining the value of a plan’s benefit liability and annual cost of accruals, our minimum required contribution to the Pension Plan is zero for the Pension Plan year ending February 29, 2016. However, we expect to make a cash contribution to the Pension Plan of between $2.0 million and $3.0 million during fiscal year 2017. We made contributions of $3.0 million to our Pension Plan during fiscal 2016. As our Pension Plan assets are invested in marketable securities, fluctuations in market values could potentially impact our funding status, associated liabilities recorded and future required minimum contributions. At August 31, 2016, we had an unfunded pension liability recorded on our balance sheet of $10.0 million.

Inventories We believe our inventory levels are sufficient to satisfy our customer demands and we anticipate having adequate sources of raw materials to meet future business requirements. We have long-term contracts in effect with paper and yarn suppliers that govern prices, but do not require minimum purchase commitments. Certain of our rebate programs do, however, require minimum purchase volumes. Management anticipates meeting the required volumes.

Capital Expenditures We expect our capital requirements for our current fiscal year, exclusive of capital required for possible acquisitions, will be within our historical levels of between $2.0 million and $4.0 million. To date we have spent approximately $0.9 million on capital expenditures. We expect to fund these expenditures through existing cash flows.

Contractual Obligations & Off-Balance Sheet Arrangements There have been no significant changes in our contractual obligations since February 29, 2016 that have, or are reasonably likely to have, a material impact on our results of operations or financial condition. We had no off-balance sheet arrangements in place as of August 31, 2016.

 

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ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Interest Rates

We are exposed to interest rate risk on short-term and long-term financial instruments carrying variable interest rates. We may from time to time utilize interest rate swaps to manage overall borrowing costs and reduce exposure to adverse fluctuations in interest rates. We do not use derivative instruments for trading purposes. Our variable rate financial instruments, consisting of the outstanding loans under the Credit Facility, totaled $30.0 million at August 31, 2016. The annual impact on our results of operations of a one-point interest rate change on the outstanding balance of the variable rate financial instruments as of August 31, 2016 would be approximately $0.3 million.

Foreign Exchange

Although our previous transactions in foreign currencies were associated primarily with our former Apparel Segment operations, we expect to continue to make investments and enter into transactions in various foreign currencies from time to time. Any income and expenses (translated using average rates prevailing during the period), are affected by the translation into our reporting currency (the U.S. Dollar). Such translation adjustments are reported as a separate component of consolidated statements of comprehensive income. In future periods, foreign exchange rate fluctuations could have an impact on our reported results of operations.

This market risk discussion contains forward-looking statements. Actual results may differ materially from this discussion based upon general market conditions and changes in domestic and global financial markets.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. A review and evaluation were carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q, pursuant to Exchange Act Rule 13a-15. Based upon that review and evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures as of August 31, 2016 are effective to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our principal executive and financial officers as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations of control systems, not all misstatements may be detected. Those inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls could be circumvented by the individual acts of some persons or by collusion of two or more people. Our controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 that occurred during our fiscal quarter ended August 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

 

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject.

Item 1A. Risk Factors

There have been no material changes in our Risk Factors as previously discussed in our Annual Report on Form 10-K for the year ended February 29, 2016.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Board has authorized the repurchase of up to an aggregate of $20.0 million of the Company’s outstanding common stock through a stock repurchase program. Under the repurchase program, share purchases may be made from time to time in the open market or through privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such purchases, if any, will be made in accordance with applicable insider trading and other securities laws and regulations. These repurchases may be commenced or suspended at any time or from time to time without prior notice.

During the six months ended August 31, 2016, the Company repurchased 103,705 shares of its common stock. Since the program’s inception in October 2008, the Company has repurchased 822,216 common shares at an average price of $14.18 per share. There is currently $8.3 million available to repurchase shares of the Company’s common stock under the program.

 

Period

   Total
Number
of Shares
Purchased
     Average
Price Paid
per Share
     Total Number
of Shares
Purchased as
Part of Publicly
Announced Programs
     Maximum Amount
that May Yet Be Used
to Purchase Shares
Under the Program
 

June 1, 2016 - June 30, 2016

     —         $ —           —         $ 10,128,466   

July 1, 2016 - July 31, 2016

     58,409       $ 17.75         58,409       $ 9,091,599   

August 1, 2016 - August 31, 2016

     45,296       $ 16.54         45,296       $ 8,342,407   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     103,705       $ 17.22         103,705       $ 8,342,407   

Items 3, 4 and 5 are not applicable and have been omitted

Item 6. Exhibits

The following exhibits are filed as part of this report.

 

Exhibit Number

 

Description

Exhibit 3.1(a)   Restated Articles of incorporation, as amended through June 23, 1983 with attached amendments dated June 20, 1985, July 31, 1985 and June 16, 1988, incorporated herein by reference to Exhibit 5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 1993 (File No. 001-05807).
Exhibit 3.1(b)   Amendment to Articles of Incorporation, dated June 17, 2004, incorporated herein by reference to Exhibit 3.1(b) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2007 filed on May 9, 2007(File No. 001-05807).

 

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ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

 

Exhibit Number

  

Description

Exhibit 3.2    Third Amended and Restated Bylaws of Ennis, Inc., dated April 17, 2014, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 21, 2014 (File No. 001-05807).
Exhibit 10.1    Unit Purchase Agreement, dated May 4, 2016, by and between Ennis, Inc. and Gildan Activewear Inc., incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 4, 2016 (File No. 001-05807).
Exhibit 10.2    Fourth Amendment and Consent to Second Amended and Restated Credit Agreement, effective as of May 25, 2016, by and among Ennis, Inc., each of the co-borrowers party thereto, each of the lenders party thereto, and Bank of America, N.A., in its capacity as administrative agent for the Lenders incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 24, 2016 (File No. 001-05807).
Exhibit 10.3    Fifth Amendment to Second Amended and Restated Credit Agreement, dated June 20, 2016, by and among Ennis, Inc., each of the co-borrowers party thereto, each of the lenders party thereto, and Bank of America, N.A., in its capacity as administrative agent for the Lenders incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 24, 2016 (File No. 001-05807).
Exhibit 10.4    Sixth Amendment to Second Amended and Restated Credit Agreement, dated August 11, 2016, by and among Ennis, Inc., each of the co-borrowers party thereto, each of the lenders party thereto, and Bank of America, N.A., in its capacity as administrative agent for the Lenders incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on August 17, 2016 (File No. 001-05807).
Exhibit 31.1    Certification Pursuant to Rule 13a-14(a) of Chief Executive Officer.*
Exhibit 31.2    Certification Pursuant to Rule 13a-14(a) of Chief Financial Officer.*
Exhibit 32.1    Section 1350 Certification of Chief Executive Officer.**
Exhibit 32.2    Section 1350 Certification of Chief Financial Officer.**
Exhibit 101    The following information from Ennis, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed on October 5, 2016, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.

 

* Filed herewith
** Furnished herewith

 

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ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2016

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

            ENNIS, INC.
Date: October 5, 2016      

/s/ Keith S. Walters

      Keith S. Walters
      Chairman, Chief Executive Officer and
      President
Date: October 5, 2016      

/s/ Richard L. Travis, Jr.

      Richard L. Travis, Jr.
      Senior V.P. — Finance and CFO, Treasurer and
      Principal Financial and Accounting Officer

 

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INDEX TO EXHIBITS

 

Exhibit Number

  

Description

    

 

Exhibit 3.1(a) Restated Articles of incorporation, as amended through June 23, 1983 with attached amendments dated June 20, 1985, July 31, 1985 and June 16, 1988, incorporated herein by reference to Exhibit 5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 1993 (File No. 001-05807).

 

Exhibit 3.1(b) Amendment to Articles of Incorporation, dated June 17, 2004, incorporated herein by reference to Exhibit 3.1(b) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2007 filed on May 9, 2007(File No. 001-05807).

 

Exhibit 3.2 Third Amended and Restated Bylaws of Ennis, Inc., dated April 17, 2014, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 21, 2014 (File No. 001-05807).

 

Exhibit 10.1 Unit Purchase Agreement, dated May 4, 2016, by and between Ennis, Inc. and Gildan Activewear Inc., incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 4, 2016 (File No. 001-05807).

 

Exhibit 10.2 Fourth Amendment and Consent to Second Amended and Restated Credit Agreement, effective as of May 25, 2016, by and among Ennis, Inc., each of the co-borrowers party thereto, each of the lenders party thereto, and Bank of America, N.A., in its capacity as administrative agent for the Lenders incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 24, 2016 (File No. 001-05807).

 

Exhibit 10.3 Fifth Amendment to Second Amended and Restated Credit Agreement, dated June 20, 2016, by and among Ennis, Inc., each of the co-borrowers party thereto, each of the lenders party thereto, and Bank of America, N.A., in its capacity as administrative agent for the Lenders incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 24, 2016 (File No. 001-05807).

 

Exhibit 10.4 Sixth Amendment to Second Amended and Restated Credit Agreement, dated August 11, 2016, by and among Ennis, Inc., each of the co-borrowers party thereto, each of the lenders party thereto, and Bank of America, N.A., in its capacity as administrative agent for the Lenders incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on August 17, 2016 (File No. 001-05807).

 

Exhibit 31.1 Certification Pursuant to Rule 13a-14(a) of Chief Executive Officer.*

 

Exhibit 31.2 Certification Pursuant to Rule 13a-14(a) of Chief Financial Officer.*

 

Exhibit 32.1 Section 1350 Certification of Chief Executive Officer.**

 

Exhibit 32.2 Section 1350 Certification of Chief Financial Officer.**

 

Exhibit 101 The following information from Ennis, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed on October 5, 2016, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.

 

* Filed herewith
** Furnished herewith