ENNIS, INC. 10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended August 31, 2024

☐ 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)

Registrant’s Telephone Number, Including Area Code: (972) 775-9801

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

    Common Stock, par value $2.50 per share

    EBF

    New York Stock Exchange

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of October 1, 2024, there were 26,003,854 shares of the Registrant’s common stock outstanding.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2024

TABLE OF CONTENTS


PART I: FINANCIAL INFORMATION

	Item 1. Condensed Consolidated Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets at August 31, 2024 and February 29, 2024	3

	Condensed Consolidated Statements of Operations for the three and six months ended August 31, 2024 and August 31, 2023	5

	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended August 31, 2024 and August 31, 2023	6

	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended August 31, 2024 and August 31, 2023	7

	Condensed Consolidated Statements of Cash Flows for the three and six months ended August 31, 2024 and August 31, 2023	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	9

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

	Item 3. Quantitative and Qualitative Disclosures About Market Risk	30

	Item 4. Controls and Procedures	30

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	31

	Item 3. Defaults Upon Senior Securities	31

	Item 4. Mine Safety Disclosures	31

	Item 5. Other Information	31

	Item 6. Exhibits	31

SIGNATURES		32

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

ENNIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)


	August 31,		February 29,
	2024		2024
Assets
Current assets
Cash	$	99,977	$	81,597
Short-term investments		22,655		29,325
Accounts receivable, net		43,729		47,209
Inventories, net		41,742		40,037
Prepaid expenses		2,099		2,168
Prepaid income taxes		2,157		1,046
Total current assets		212,359		201,382
Property, plant and equipment
Plant, machinery and equipment		162,724		160,305
Land and buildings		67,798		67,121
Computer equipment and software		10,589		10,680
Other		4,016		4,124
Total property, plant and equipment		245,127		242,230
Less accumulated depreciation		190,322		187,265
Property, plant and equipment, net		54,805		54,965
Operating lease right-of-use assets, net		8,386		9,827
Goodwill		94,349		94,349
Intangible assets, net		36,475		38,327
Net pension asset		80		80
Other assets		360		260
Total assets	$	406,814	$	399,190

See accompanying notes to condensed consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS-Continued

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


	August 31,			February 29,
	2024			2024
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	14,293		$	11,846
Accrued expenses		15,662			17,541
Current portion of operating lease liabilities		3,940			4,414
Total current liabilities		33,895			33,801
Deferred income taxes		9,253			9,305
Operating lease liabilities, net of current portion		4,214			5,160
Other liabilities		1,083			1,083
Total liabilities		48,445			49,349
Shareholders’ equity
Common stock $2.50 par value, authorized 40,000,000 shares; issued 30,053,443 shares at August 31, 2024 and February 29, 2024		75,134			75,134
Additional paid-in capital		124,315			126,253
Retained earnings		244,235			236,196
Accumulated other comprehensive loss:
Minimum pension liability, net of taxes		(13,175	)		(13,019	)
Treasury stock		(72,140	)		(74,723	)
Total shareholders’ equity		358,369			349,841
Total liabilities and shareholders' equity	$	406,814		$	399,190

See accompanying notes to condensed consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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


	Three months ended						Six months ended
	August 31,						August 31,
	2024			2023			2024			2023
Net sales	$	99,038		$	106,760		$	202,146		$	218,054
Cost of goods sold		69,259			73,661			141,463			150,914
Gross profit		29,779			33,099			60,683			67,140
Selling, general and administrative		16,557			18,341			33,727			36,684
Loss from disposal of assets		39			52			43			52
Income from operations		13,183			14,706			26,913			30,404
Other income (expense)
Interest income		1,369			878			2,728			1,694
Other, net		(335	)		(301	)		(683	)		(655	)
Total other income (expense)		1,034			577			2,045			1,039
Earnings before income taxes		14,217			15,283			28,958			31,443
Income tax expense		3,909			4,373			7,963			8,898
Net earnings	$	10,308		$	10,910		$	20,995		$	22,545
Weighted average common shares outstanding
Basic		26,009,876			25,886,058			26,015,195			25,858,154
Diluted		26,054,499			26,050,983			26,156,161			26,010,739
Earnings per share
Basic	$	0.40		$	0.42		$	0.81		$	0.87
Diluted	$	0.40		$	0.42		$	0.80		$	0.87

See accompanying notes to condensed consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands)


	Three months ended					Six months ended
	August 31,					August 31,
	2024			2023		2024			2023
Net earnings	$	10,308		$	10,910	$	20,995		$	22,545
Adjustment to pension, net of taxes		(528	)		333		(156	)		720
Comprehensive income	$	9,780		$	11,243	$	20,839		$	23,265

See accompanying notes to condensed consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

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


											Accumulated
					Additional						Other
	Common Stock				Paid-in			Retained			Comprehensive			Treasury Stock
	Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Total
Balance May 31, 2024		30,053,443	$	75,134	$	123,948		$	240,423		$	(12,647	)		(4,110,893	)	$	(72,485	)	$	354,373
Net earnings		—		—		—			10,308			—			—			—			10,308
Adjustment to pension, net of deferred tax of ($132)		—		—		—			—			(528	)		—			—			(528	)
Dividends paid ($0.25 per share)		—		—		—			(6,496	)		—			—			—			(6,496	)
Stock based compensation		—		—		713			—			—			—			—			713
Exercise of stock options and restricted stock		—		—		(346	)		—			—			19,676			346			—
Common stock repurchases		—		—		—			—			—			(39	)		(1	)		(1	)
Balance August 31, 2024		30,053,443	$	75,134	$	124,315		$	244,235		$	(13,175	)		(4,091,256	)	$	(72,140	)	$	358,369

Balance February 29, 2024		30,053,443	$	75,134	$	126,253		$	236,196		$	(13,019	)		(4,250,226	)	$	(74,723	)	$	349,841
Net earnings		—		—		—			20,995			—			—			—			20,995
Adjustment to pension, net of deferred tax of ($39)		—		—		—			—			(156	)		—			—			(156	)
Dividends paid ($0.50 per share)		—		—		—			(12,956	)		—			—			—			(12,956	)
Stock based compensation		—		—		2,473			—			—			—			—			2,473
Exercise of stock options and restricted stock		—		—		(4,411	)		—			—			250,892			4,411			—
Common stock repurchases		—		—		—			—			—			(91,922	)		(1,828	)		(1,828	)
Balance August 31, 2024		30,053,443	$	75,134	$	124,315		$	244,235		$	(13,175	)		(4,091,256	)	$	(72,140	)	$	358,369

Balance May 31, 2023		30,053,443	$	75,134	$	126,101		$	224,635		$	(13,717	)		(4,239,929	)	$	(74,472	)	$	337,681
Net earnings		—		—		—			10,910			—			—			—			10,910
Adjustment to pension, net of deferred tax of $110		—		—		—			—			333			—			—			333
Dividends paid ($0.25 per share)		—		—		—			(6,463	)		—			—			—			(6,463	)
Stock based compensation		—		—		685			—			—			—			—			685
Exercise of stock options and restricted stock		—		—		(346	)		—			—			19,719			346			—
Balance August 31, 2023		30,053,443	$	75,134	$	126,440		$	229,082		$	(13,384	)		(4,220,210	)	$	(74,126	)	$	343,146

Balance February 28, 2023		30,053,443	$	75,134	$	125,887		$	219,459		$	(14,104	)		(4,266,835	)	$	(74,944	)	$	331,432
Net earnings		—		—		—			22,545			—			—			—			22,545
Adjustment to pension, net of deferred tax of $239		—		—		—			—			720			—			—			720
Dividends paid ($0.50 per share)		—		—		—			(12,922	)		—			—			—			(12,922	)
Stock based compensation		—		—		1,371			—			—			—			—			1,371
Exercise of stock options and restricted stock		—		—		(818	)		—			—			46,625			818			—
Common stock repurchases		—		—		—			—			—			—			—			—
Balance August 31, 2023		30,053,443	$	75,134	$	126,440		$	229,082		$	(13,384	)		(4,220,210	)	$	(74,126	)	$	343,146

See accompanying notes to condensed consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


	Six months ended
	August 31,
	2024	2023
Cash flows from operating activities:
Net earnings	$20,995	$22,545
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	4,566	4,974
Amortization of intangible assets	3,864	3,867
Loss from disposal of assets	43	52
Amortization of discount on short-term investments	(737)	—
Bad debt expense, net of recoveries	177	235
Stock based compensation	2,473	1,371
Net pension expense	992	959
Changes in operating assets and liabilities, net of the effects of acquisitions
Accounts receivable	4,639	7,449
Prepaid expenses and income taxes	(1,042)	(2,414)
Inventories	227	2,583
Cash paid to pension plan	(1,200)	—
Other assets	—	62
Accounts payable and accrued expenses	(77)	(6,452)
Other liabilities	21	(297)
Net cash provided by operating activities	34,941	34,934
Cash flows from investing activities:
Capital expenditures	(3,618)	(3,720)
Purchase of businesses, net of cash acquired	(5,622)	(11,932)
Purchase of short-term investments	(10,093)	—
Maturity of short-term investments	17,500	—
Proceeds from disposal of plant and property	56	12
Net cash used in investing activities	(1,777)	(15,640)
Cash flows from financing activities:
Dividends paid	(12,956)	(12,922)
Common stock repurchases	(1,828)	—
Net cash used in financing activities	(14,784)	(12,922)
Net change in cash	18,380	6,372
Cash at beginning of period	81,597	93,968
Cash at end of period	$99,977	$100,340

See accompanying notes to condensed consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

1. Significant Accounting Policies and General Matters

Basis of Presentation

These unaudited condensed 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, 2024 have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP') and pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP 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, 2024, from which the accompanying consolidated balance sheet at February 29, 2024 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. The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the disclosure and reported amounts of assets and liabilities at the date of the condensed consolidated 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.

Recent Accounting Pronouncements

Issued accounting standards not yet adopted

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which aims to improve disclosures about a public entity’s reportable segments. This update addresses requests from investors for more detailed information about a reportable segment’s expenses in order to improve understanding of a public entity’s business activities, overall performance, and potential future cash flows. The amendments in this ASU include a requirement for public business entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and are included within each reported measure of segment profit or loss. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years starting after December 15, 2024. This ASU must be applied retrospectively to all prior periods presented. Management expects the adoption of the pronouncement will result in additional segment disclosures in its Consolidated Financial Statements for fiscal year 2025.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in a public entity’s income tax rate reconciliation table and other disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024 (fiscal 2026 for the Company), but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is assessing the effect of this update on its Consolidated Financial Statements and related disclosures.

Proposed accounting standards

In July 2023, the FASB issued Proposed ASU No. 2023-ED500, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which aims to provide investors with more useful information about an entity’s expenses by improving disclosures on income statement expenses. The amendments in this Proposed ASU would require public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. The Company is evaluating this proposed accounting standard.

2. Revenue

Nature of Revenues

Substantially all of the Company’s revenue is derived from the sale of commercial printing products in the continental United States of America and is primarily recognized at a point in time in an amount that reflects the consideration the Company expects to be provided in exchange for those goods. Revenue from the sale of commercial printing products, including shipping and handling fees

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

billed to customers, is recognized when the performance obligation is met upon the transfer of control to the customer, which is generally upon shipment to the customer when the terms of the sale are freight on board ("FOB") shipping point, or, to a lesser extent, upon delivery to the customer if the terms of the sale are FOB destination. Net sales represent gross sales invoiced to customers, less certain related charges, including sales tax, discounts, returns and other allowances. Returns, discounts and other allowances have historically been insignificant.

In a small number of cases and upon customer request, the Company prints and stores commercial printing product for customer specified future delivery, generally within the same year as the product is manufactured. In this case, revenue is recognized upon the transfer of control when manufacturing is complete and title and risk of ownership is passed to the customer. Storage revenue for certain customers may be recognized over time rather than at a point in time. As of the date of this report, the amount of storage revenue is not significant to the Company’s condensed consolidated financial statements. The output method for measure of progress is determined to be appropriate. The Company recognizes storage revenue in the amount for which it has the right to invoice for revenue that is recognized over time and for which it demonstrates that the invoiced amount corresponds directly with the value to the customer for the performance completed to date.

The Company does not disaggregate revenue and operates in one sales category consisting of commercial printed product revenue, which is reported as net sales on the condensed consolidated statements of operations. The Company does not have material contract assets and contract liabilities as of August 31, 2024.

Significant Judgments

Generally, the Company’s contracts with customers are comprised of a written quote and customer purchase order or statement of work, and governed by the Company’s trade terms and conditions. In certain instances, it may be further supplemented by separate pricing agreements and customer incentive arrangements, which typically only affect the contract’s transaction price. Contracts do not contain a significant financing component as payment terms on invoiced amounts are typically between 30 to 90 days, based on the Company’s credit assessment of individual customers, as well as industry expectations. Product returns are not significant as the bulk of our sales are custom in nature.

From time to time, the Company may offer incentives to its customers considered to be variable consideration including volume-based rebates or early payment discounts. Customer incentives considered to be variable consideration are recorded as a reduction to revenue as part of the transaction price at contract inception when there is a basis to reasonably estimate the amount of the incentive and only to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Customer incentives are allocated entirely to the single performance obligation of transferring printed product to the customer and are not considered material.

For customers with terms of FOB shipping point, the Company accounts for shipping and handling activities performed after the control of the printed product has been transferred to the customer as a fulfillment cost. The Company accrues for the costs of shipping and handling activities if revenue is recognized before contractually agreed shipping and handling activities occur.

The Company’s contracts with customers are generally short-term in nature. Accordingly, the Company does not disclose the value of unsatisfied performance obligations nor the timing of revenue recognition.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

3. Short-term Investments and Fair Value Measurements

Short-term investments are securities with original maturities of greater than three months but less than twelve months and are comprised of U.S. Treasury Bills. The Company determines the classification of these securities as trading, available for sale or held to maturity at the time of purchase and re-evaluates these determinations at each balance sheet date. The Company's short-term investments are classified as held-to-maturity for the period presented as it has the positive intent and ability to hold these investments to maturity. The Company's held-to-maturity investments are stated at amortized cost with a zero credit loss allowance because the probability of default is virtually zero due to the high credit rating, long history of no credit losses and the widely recognized risk free nature of these investments.

Amortized cost and estimated fair value of investment securities classified as held-to-maturity were as follows at August 31, 2024 and February 29, 2024 (in thousands):


		Gross	Gross
	Cost or	Unrealized	Unrealized	Estimated
	Amortized	Holding	Holding	Fair
	Cost	Gains	Losses	Value
August 31, 2024
Investment securities due in less than one year	$22,655	$-	$1	$22,654

February 29, 2024
Investment securities due in less than one year	$29,325	$-	$45	$29,280

The Company’s short-term investments in investment securities are Level 1 fair value measure. The Company did not hold any Level 2 or 3 financial assets or liabilities measured at fair value on a recurring basis. There were no transfers between levels during the three and six months ended August 31, 2024.

4. Accounts Receivable and Allowance for Credit Losses

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 credit losses 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 credit losses (in thousands):


	Three months ended		Six months ended
	August 31,		August 31,
	2024	2023	2024	2023
Balance at beginning of period	$1,720	$1,819	$1,707	$1,709
Bad debt expense, net of recoveries	67	100	177	235
Accounts written off	(11)	(53)	(108)	(78)
Balance at end of period	$1,776	$1,866	$1,776	$1,866

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

The following table summarizes the components of accounts receivable as of the dates indicated (in thousands):


	August 31,	February 29,
	2024	2024
Trade receivables, net of allowance for credit losses	$37,109	$39,665
Vendor rebates	2,142	3,109
Notes receivable	4,405	4,435
Other	73	-
	$43,729	$47,209

The note receivable related to the sale of an unused manufacturing facility and was structured to be paid in 12 consecutive monthly installments, with a fixed interest rate of 5.95% per annum and a balloon payment due upon completion of the final payment. By mutual agreement, the note receivable has been extended beyond the one-year maturity date due to regulatory delays in clearing the facility for third-party financing. The note receivable is classified as current as the Company believes the regulatory delays will be resolved in the next twelve months.

5. Inventories

With the exception of approximately 7.4% and 7.0% of its inventories valued at the lower of last-in first-out ("LIFO") for the periods ended August 31, 2024 and February 29, 2024, respectively, the Company values its inventories at the lower of first-in, first-out ("FIFO") cost or net realizable value. 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. Reserves for excess and obsolete inventory at August 31, 2024 and February 29, 2024 were $1.8 million and $1.8 million, respectively.

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


	August 31,		February 29,
	2024		2024
Raw material	$	22,454	$	21,764
Work-in-process		5,766		5,621
Finished goods		13,522		12,652
	$	41,742	$	40,037

6. Acquisitions

The Company applies the acquisition method of accounting for business combinations. Under the acquisition method, the acquiring entity in a business combination recognizes 100% of the assets acquired and liabilities assumed at their acquisition date fair values with certain limited exceptions permitted under US GAAP. Management utilizes valuation techniques appropriate for the asset or liability being measured in determining these fair values. Any excess of the purchase price over amounts allocated to assets acquired, including identifiable intangible assets and liabilities assumed, is recorded as goodwill. Where amounts allocated to assets acquired and liabilities assumed is greater than the purchase price, a bargain purchase gain is recognized. Acquisition-related costs are expensed in the period incurred.

Acquisition of Printing Technologies

On June 26, 2024, the Company acquired the assets and business of Printing Technologies, Inc. ("PTI"), which is based in Indianapolis, Indiana, for approximately $5.6 million in cash. The Company performed a preliminary allocation of the total estimated consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on the estimated fair values using the information available as of the acquisition date. The Company recorded intangible assets with definite lives of approximately $2.0 million in connection with the transaction, which are deductible for tax purposes. This allocation is preliminary and subject to change, which may be material. The acquisition of PTI strengthens our production capabilities and diversifies our product offerings to enable us to better serve our broad customer base.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

The following table summarizes the Company's preliminary purchase price allocation for PTI as of the acquisition date (in thousands):


Accounts receivable		$1,336
Inventories		1,932
Other assets		100
Right-of-use asset		847
Property, plant and equipment		887
Intangibles		2,012
Operating lease liability		(847)
Accounts payable and accrued liabilities		(645)
Acquisition price		$5,622

Acquisition of Eagle Graphics and Diamond Graphics

On October 11, 2023, the Company acquired the assets and business of Eagle Graphics, Inc. ("Eagle"), which is based in Annville, Pennsylvania, and Diamond Graphics, Inc. ("Diamond"), which is based in Bensalem, Pennsylvania, for approximately $7.9 million in cash. The Company performed an allocation of the total estimated consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on the estimated fair values prepared by management using the information available as of the acquisition date. All goodwill of $0.2 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of approximately $0.8 million in connection with the transaction, which are also deductible for tax purposes. The acquisition of Eagle and Diamond strengthens our production capabilities to serve our customers in the Northeast United States.

The following table summarizes the Company's purchase price allocation for Eagle and Diamond as of the acquisition date (in thousands):


Accounts receivable		$838
Inventories		917
Property, plant and equipment		5,304
Goodwill and intangibles		971
Accounts payable and accrued liabilities		(159)
Acquisition price		$7,871

Acquisition of UMC Print

On June 2, 2023, the Company acquired the assets and business of UMC Print ("UMC"), which is based in Overland Park, Kansas, for approximately $7.5 million in cash plus the assumption of trade payables of approximately $0.8 million. The Company performed an allocation of the total estimated consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on the estimated fair values prepared by management using the information available as of the acquisition date. In January 2024, the Company received an indemnity claim from escrow related to a piece of equipment in the amount of $0.2 million. All goodwill of $0.2 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of approximately $2.7 million in connection with the transaction, which are also deductible for tax purposes. The acquisition of UMC brings the Company expanded commercial print capabilities serving customers throughout the Midwest United States.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

The following table summarizes the Company's purchase price allocation for UMC as of the acquisition date (in thousands):


Cash		$758
Accounts receivable		1,839
Inventories		553
Property, plant and equipment		2,137
Goodwill and intangibles		2,971
Accounts payable and accrued liabilities		(789)
Acquisition price		$7,469

Acquisition of Stylecraft Printing

On May 23, 2023, the Company acquired the real estate and operations of Stylecraft Printing Company ("Stylecraft"), which is based in Canton, Michigan, for $5.0 million plus the assumption of trade payables. The Company performed an allocation of the total estimated consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on their estimated fair values using the information available as of the acquisition date. All goodwill of $0.2 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of approximately $0.3 million in connection with the transaction, which are also deductible for tax purposes. The acquisition of Stylecraft expands the Company's product lines and footprint specializing in business forms, integrated products and commercial printing.

The following table summarizes the Company's purchase price allocation for Stylecraft as of the acquisition date (in thousands):


Accounts receivable		$554
Inventories		849
Right-of-use asset		28
Property, plant and equipment		3,160
Goodwill and intangibles		476
Operating lease liability		(28)
Accounts payable and accrued liabilities		(12)
Acquisition price		$5,027

The results of operations for Stylecraft, UMC, Eagle and PTI are included in the Company’s consolidated financial statements from the respective dates of acquisition. The following table sets forth certain operating information on a pro forma basis as though each acquisition had occurred as of the beginning of the comparable prior period (that is, March 1, 2023). The following pro forma information includes the estimated impact of adjustments such as amortization of intangible assets, depreciation expense and interest expense and related tax effects (in thousands, except per share amounts).


	Three months ended		Six months ended
	August 31, 2024	August 31, 2023	August 31, 2024	August 31, 2023
Pro forma net sales	$100,204	$112,646	$206,811	$235,437
Pro forma net earnings	10,335	11,415	21,101	24,469
Pro forma earnings per share - diluted	$0.40	$0.44	$0.81	$0.94

The pro forma results are not necessarily indicative of what would have occurred if the acquisitions had been in effect for the full duration of the comparative periods presented.

7. Leases

The Company leases certain of its facilities and equipment under operating leases, which are recorded as right-of-use assets and lease liabilities. The Company’s leases generally have terms of 1 – 5 years, with certain leases including renewal options to extend the leases for additional periods at the Company’s discretion. At lease inception, all renewal options reasonably certain to be exercised

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

are considered when determining the lease term. The Company currently does not have leases that include options to purchase or provisions that would automatically transfer ownership of the leased property to the Company.

Operating lease expense is recognized on a straight-line basis over the lease term, and variable lease payments are expensed as incurred. The Company had no material variable lease costs for the three and six months ended August 31, 2024 and 2023.

The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and directs the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment.

Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. To determine the present value of lease payments not yet paid, the Company estimates incremental borrowing rates based on the information available at lease commencement date, as rates are not implicitly stated in most leases.

Components of lease expense for the three and six months ended August 31, 2024 and 2023 were as follows (in thousands):


	Three months ended				Six months ended
	August 31, 2024		August 31, 2023		August 31, 2024		August 31, 2023
Operating lease cost	$	1,389	$	1,418	$	2,736	$	2,851

Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,410	$	1,421	$	2,779	$	2,862

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	847	$	779	$	1,495	$	779

Future minimum lease commitments under non-cancelable operating leases for each of the fiscal years ending are as follows (in thousands):


	Operating
	Lease
	Commitments
2025 (remaining 6 months)	$	2,027
2026		3,590
2027		1,912
2028		723
2029		378
Total future minimum lease payments	$	8,630
Less imputed interest		476
Present value of lease liabilities	$	8,154

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

8. Goodwill and 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 other intangible assets are tested for impairment at a reporting unit level. The annual impairment test of goodwill and intangible assets is performed as of December 1 of each fiscal year.

The Company uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit exceeds its carrying amount, including goodwill. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, overall financial performance of the business, and performance of the share price of the Company.

If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a one-step approach is applied in making an evaluation. The evaluation utilizes multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates. If the evaluation results in the fair value of the goodwill for the reporting unit being lower than the carrying value, an impairment charge is recorded.

Definite-lived intangible assets are amortized over their estimated useful lives and tested for impairment if events or changes in circumstances indicate that the asset may be impaired.

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


	Weighted
	Average
	Remaining		Gross
	Life		Carrying		Accumulated
As of August 31, 2024	(in years)		Amount		Amortization		Net
Definite-lived intangible assets
Trademarks and trade names		7.2	$	30,911	$	15,437	$	15,474
Customer lists		4.9		82,653		62,201		20,452
Non-compete		1.3		256		194		62
Technology		5.3		650		163		487
Total		5.9	$	114,470	$	77,995	$	36,475


As of February 29, 2024
Definite-lived intangible assets
Trademarks and trade names		7.6	$	29,817	$	14,366	$	15,451
Customer lists		5.1		81,753		59,473		22,280
Non-compete		1.6		238		176		62
Technology		5.8		650		116		534
Total		6.1	$	112,458	$	74,131	$	38,327

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

Aggregate amortization expense was $1.9 million and $3.9 million for the three and six months ended August 31, 2024 and $2.0 million and $3.9 million for the three and six months ended August 31, 2023.

The Company’s estimated amortization expense for the current and next five fiscal years is as follows (in thousands):


2025 (remaining)	$	3,924
2026	$	7,158
2027	$	6,066
2028	$	4,569
2029	$	3,934
2030	$	2,719

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


Balance as of March 1, 2023	$	91,819
Goodwill acquired		2,530
Balance as of February 29, 2024		94,349
Goodwill acquired		—
Balance as of August 31, 2024	$	94,349

During fiscal year 2024, $2.5 million was added to goodwill related to the acquisition of Stylecraft, UMC Eagle and Diamond.

9. Accrued Expenses

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


	August 31,		February 29,
	2024		2024
Employee compensation and benefits	$	10,720	$	13,714
Taxes other than income		2,249		1,341
Accrued legal and professional fees		451		510
Accrued utilities		108		108
Accrued acquisition related obligations		200		200
Income taxes payable		455		626
Other accrued expenses		1,479		1,042
	$	15,662	$	17,541

10. Credit Facility

As of August 31, 2024, the Company had $0.3 million outstanding under a standby letters of credit arrangement secured by a cash collateral bank account.

11. Shareholders’ Equity

The Company’s board of directors (the "Board") has authorized the repurchase of the Company’s outstanding common stock through a stock repurchase program, which authorized amount is currently up to $60.0 million in the aggregate. Under the repurchase program, 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.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

During the three month period ended August 31, 2024, the Company repurchased 39 shares of common stock unrelated to the stock repurchase program at an average price of $22.62. During the six-month period ended August 31, 2024, the Company repurchased 91,883 shares of common stock under the program at an average price of $19.79. The Company did not repurchase under the program any shares for the three months ended August 31, 2024 or for three and six months ended August 31, 2023. Since the program’s inception in October 2008, there have been 2,334,384 common shares repurchased at an average price of $16.47 per share. As of August 31, 2024, $21.5 million remained available to repurchase shares of the Company’s common stock under the program.

12. Stock Based Compensation

The Company grants stock options, restricted stock and restricted stock units ("RSUs") to key executives and managerial employees and non-employee directors. Prior to June 30, 2021, the Company had one stock incentive plan, the 2004 Long-Term Incentive Plan of Ennis, Inc., as amended and restated as of May 18, 2008 and was further amended on June 30, 2011 (the "Old Plan"). The Old Plan expired June 30, 2021 and all remaining unused shares expired. Subject to the affirmative vote of the shareholders, the Board adopted the 2021 Long-Term Incentive Plan of Ennis, Inc. (the "New Plan") on April 16, 2021 authorizing 1,033,648 shares of common stock for awards. The New Plan was approved by the shareholders at the Annual Meeting on July 15, 2021 by a majority vote. The New Plan expires June 30, 2031 and all unissued stock will expire on that date. At August 31, 2024, the Company has 225,440 shares of unissued common stock reserved under the New Plan for issuance and uses treasury stock to satisfy option exercises and restricted stock awards.

The Company recognizes compensation expense for stock options and restricted stock grants based on the grant date fair value of the award for stock options, restricted stock grants and RSUs on a straight-line basis over the requisite service period. The estimated number of shares to be achieved for performance based RSUs is updated each reporting period. For the three months ended August 31, 2024 and August 31, 2023, the Company included in selling, general and administrative expenses, compensation expense related to stock-based compensation of $0.7 million and $0.7 million, respectively. For the six months ended August 31, 2024 and August 31, 2023, the Company included in selling, general and administrative expenses, compensation expense related to stock-based compensation of $2.5 million and $1.4 million, respectively.

Stock Options

The Company had the following stock option activity for the six months ended August 31, 2024.


					Weighted
			Weighted		Average		Aggregate
	Number		Average		Remaining		Intrinsic
	of Shares		Exercise		Contractual		Value(a)
	(exact quantity)		Price		Life (in years)		(in thousands)
Outstanding at March 1, 2024		52,500	$	19.88		10.0		—
Granted		—		—
Terminated		—		—
Exercised		—		—
Outstanding at August 31, 2024		52,500	$	19.88		8.6	$	211.6
Exercisable at August 31, 2024		17,497	$	19.88		8.6	$	70.5

A summary of the status of the Company’s unvested stock options at August 31, 2024 and the changes during the six months ended August 31, 2024 are presented below:


		Weighted
		Average
	Number	Grant Date
	of Options	Fair Value
Unvested at March 1, 2024	52,500	2.47
New grants	—	—
Vested	(17,497)	2.47
Forfeited	—	—
Unvested at August 31, 2024	35,003	2.47

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

As of August 31, 2024, there was $0.1 million 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 1.6 years.

Restricted Stock

The following activity occurred with respect to the Company’s restricted stock awards for the six months ended August 31, 2024:


				Weighted
				Average
	Number of			Grant Date
	Shares			Fair Value
Outstanding at March 1, 2024		42,131		$	20.11
Granted		19,880			23.24
Terminated		—			—
Vested		(20,344	)		20.08
Outstanding at August 31, 2024		41,667		$	21.61

As of August 31, 2024, the total remaining unrecognized compensation cost related to unvested restricted stock was approximately $0.8 million. The weighted average remaining requisite service period of the unvested restricted stock awards was 2.2 years.

Restricted Stock Units

During the six months ended August 31, 2024, 183,457 performance-based RSUs and 122,303 time-based RSUs were granted under the New Plan. The fair value of the time-based RSUs was estimated based on the fair market value of the Company’s stock on the date of grant of $19.43 per unit. The fair value of the performance-based RSUs, using a Monte Carlo valuation model, was $19.97 per unit. The performance measures include a threshold, target and maximum performance level providing the grantees an opportunity to receive more or less shares than targeted depending on actual financial performance of the Company. The award will be based on the Company’s return on equity, EBITDA and adjusted for the Company’s Relative Shareholder Return as measured against a defined peer group.

The performance-based RSUs vest on the third anniversary from the date of grant and the time-based RSUs vest ratably over three years from the date of grant.

The following activity occurred with respect to the Company’s restricted stock units for the six months ended August 31, 2024:


	Time-based					Performance-based
				Weighted					Weighted
				Average					Average
	Number of			Grant Date		Number of			Grant Date
	Shares			Fair Value		Shares			Fair Value
Outstanding at March 1, 2024		16,639		$	20.11		152,572		$	23.17
Granted (1)		122,303			19.43		238,494			19.97
Change due to performance achievement		—			—		61,337			17.81
Terminated		—			—		—			—
Vested		(16,639	)		20.11		(213,909	)		22.72
Outstanding at August 31, 2024		122,303		$	19.43		238,494		$	20.37

(1) The number of shares of time-based grants may, upon vesting, convert 50% into common stock and the remaining 50% into two incentive stock options for each RSU with an exercise price equal to the closing price of the Company's stock on that date for employees who have not met their stock ownership requirements. The number of shares of performance-based grants represents awards granted by the Company at the maximum achievement level of 130% of target payout. Actual shares that may be issued can range from 0% to 130% of target.

As of August 31, 2024, the total remaining unrecognized compensation cost of time-based RSUs was approximately $2.1 million over a weighted average remaining requisite service period of 2.6 years. As of August 31, 2024, the total remaining unrecognized

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

compensation of performance-based RSUs was approximately $4.1 million over a weighted average remaining requisite service period of 2.6 years.

13. Pension Plan

The Company and certain subsidiaries have a noncontributory defined benefit retirement plan (the "Pension Plan"), covering approximately 12% of the Company’s 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.

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						Six months ended
	August 31,						August 31,
	2024			2023			2024			2023
Components of net periodic benefit cost
Service cost	$	166		$	154		$	332		$	336
Interest cost		649			622			1,298			1,227
Expected return on plan assets		(755	)		(760	)		(1,510	)		(1,552	)
Amortization of:
Unrecognized net loss		436			481			872			948
Net periodic benefit cost	$	496		$	497		$	992		$	959

The Company is required to make contributions to the Pension Plan. These contributions are required under the minimum funding requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). The assumptions used to calculate the pension funding deficit are different from the assumptions used to determine the net pension obligation for purposes of our condensed consolidated financial statements. Due to the enactment of the American Rescue Plan ("ARP") Act of 2021, 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. Assuming a stable funding status, the Company would expect to make a cash contribution to the Pension Plan of between $1.0 million and $3.0 million per year. However, changes in actual investment returns or in discount rates could change this amount significantly. The Company made a $1.2 million contribution during the period ended August 31, 2024 and a $1.2 million contribution to the Pension Plan during the fiscal year 2024. 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, 2024, we had an unfunded pension asset recorded on our balance sheet of approximately $0.1 million.

14. Earnings Per Share

Basic earnings per share have been computed by dividing net earnings by the weighted average number of common shares outstanding during the applicable period. Diluted earnings per share reflect the potential dilution that could occur if stock options, performance-based RSUs or other contracts to issue common shares were exercised or converted into common stock. This is calculated using the treasury stock method.

The following table sets forth the computation for basic and diluted earnings per share for the periods indicated:


	Three months ended				Six months ended
	August 31,				August 31,
	2024		2023		2024		2023
Basic weighted average common shares outstanding		26,009,876		25,886,058		26,015,195		25,858,154
Effect of dilutive stock options, restricted stock, time-based RSUs and performance-based RSUs		44,623		164,925		140,966		152,585
Diluted weighted average common shares outstanding		26,054,499		26,050,983		26,156,161		26,010,739
Earnings per share
Net earnings - basic	$	0.40	$	0.42	$	0.81	$	0.87
Net earnings - diluted	$	0.40	$	0.42	$	0.80	$	0.87
Cash dividends per share	$	0.25	$	0.25	$	0.50	$	0.50

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

The Company treats unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings per share. Our unvested restricted shares participate on an equal basis with common shares; therefore, there is no difference in undistributed earnings allocated to each participating security. Accordingly, the presentation above is prepared on a combined basis. For the three months ended August 31, 2024, 49,932 shares related to stock options were not included in the computation of earnings per diluted share as they were considered anti-dilutive. For the six months ended August 31, 2024, and for the three and six months ended August 31, 2023, 52,500 shares related to outstanding stock options were not included in the computation of earnings per diluted share as they were considered anti-dilutive.

15. 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. For the purposes of the condensed consolidated statements of cash flows, the Company considers cash to include cash on hand and in bank accounts. The Federal Deposit Insurance Corporation insures accounts up to $250,000. At August 31, 2024, cash balances included $99.2 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, no assurance can be made that the Company will not experience losses on the Company’s deposits.

The Company believes its credit risk with respect to trade receivables is limited due to industry and geographic diversification. As disclosed on the condensed consolidated balance sheets, the Company maintains an allowance for credit losses to cover the Company’s estimate of credit losses associated with accounts receivable.

The Company, for quality and pricing reasons, purchases its paper products from a limited number of suppliers. 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.

16. Related Party Transactions

The Company leases a facility and sells product to an entity controlled by a member of the Board. The total right-of-use asset and related lease liability as of August 31, 2024 was $0.2 million and $0.2 million, respectively. The total right-of-use asset and related lease liability as of August 31, 2023 was $0.5 million and $0.6 million, respectively. During the six months ended August 31, 2024, total lease payments and sales made to the related party were approximately $0.3 million and $1.4 million, respectively. During the six months ended August 31, 2023, total lease payments and sales made to the related party were approximately $0.2 million and $1.9 million, respectively.

17. Income Taxes

The Company is subject to U.S. federal income tax as well as income taxes of multiple state jurisdictions. The quarterly income tax provision was computed based on our estimated annualized effective tax rate and the full-year forecasted income or loss plus the tax impact of unusual, infrequent, or nonrecurring significant items during the period.

Our effective tax rate for the six months ended August 31, 2024 and 2023 was 27.5% and 28.0%, respectively. The decrease in our overall tax rate this period as compared to the same period last year is due to a decrease in our overall expected state tax rate due to changes in state apportionment. The Company made cash payments for income taxes of $9.2 million and $11.5 million, respectively, for the six months ended August 31, 2024 and 2023.

18. Other Contingencies

We are subject to a variety of claims and suits that arise from time to time in the ordinary course of our business. Although management currently believes that resolving claims against us, individually or in the aggregate, will not have a material adverse

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2024
(unaudited)

impact in our consolidated financial statements, these matters are subject to inherent uncertainties and management's view of these matters may change in the future.

19. Subsequent Events

On September 20, 2024, the Board declared a quarterly cash dividend on the Company's common stock of 25.0 cents per share. The Board also approved a one-time special dividend of $2.50 per share. The ordinary and special dividend will be paid on November 8, 2024 to shareholders of record as of October 11, 2024. The expected payout for this dividend is approximately $72.4 million.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2024

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

Cautionary Statement Regarding Forward-Looking Statements

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read together with the unaudited consolidated financial statements and related notes of Ennis, Inc. (collectively with its subsidiaries, the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our”), included in Part 1, Item 1 of this report, and with the audited consolidated financial statements and the related notes of the Company included in our Annual Report on Form 10-K for the fiscal year ended February 29, 2024.

All of the statements in this report, other than historical facts, are forward-looking statements, including, without limitation, the statements made in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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, the Company 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 the Company. 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. The Company 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 the Company or any other person that the events or circumstances described in such statement are material.

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 adverse effects of potential recessionary concerns, inflationary issues and supply chain disruptions 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 (including energy, freight, labor and benefit costs) in markets that are highly price competitive and volatile; uninsured losses, including those from natural disasters, catastrophes, pandemics, theft, sabotage; the impact of future pandemics on the U.S. and local economies, our business operations, our workforce, our supply chain and our customer base; our ability to timely or adequately respond to technological changes in the industry; cybersecurity risks, the impact of the internet and other electronic media on the demand for forms and printed materials; the impact of foreign competition, tariffs, trade regulations and import restrictions; 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.; 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, 2024 before making an investment in our common stock.

Overview

Ennis, Inc. (formerly Ennis Business Forms, Inc.) (collectively with its subsidiaries, “the “Company,” “Registrant,” Ennis,” or “we,” “us,” or “our”) was organized under the laws of Texas in 1909. We and our 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 distributors. 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 customers’ needs.

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.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2024

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. As of August 31, 2024, we operate 58 manufacturing plants throughout the United States in 20 strategically located states as one reportable segment. Approximately 94% of the business products we manufacture 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 we sell 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®, 360º Custom LabelsSM, ColorWorx®, Enfusion®, Uncompromised Check Solutions®, VersaSeal®, Ad ConceptsSM, FormSource LimitedSM, Star Award Ribbon Company®, Witt Printing®, B&D Litho®, Genforms®, PrintGraphics®, Calibrated Forms®, PrintXcel®, Printegra®, Forms ManufacturersSM, Mutual Graphics®, TRI-C Business FormsSM, Major Business SystemsSM, Independent PrintingSM, Hoosier Data Forms®, Hayes Graphics®, Wright Business GraphicsSM, Wright 360SM, Integrated Print & GraphicsSM, the Flesh CompanySM, Impressions DirectSM, AmeriPrintSM; StylecraftSM, UMC PrintSM; Eagle GraphicsSM, Diamond GraphicsSM, Printed TechnologiesSM, Printed SolutionsSM and Partek SolutionsSM We also sell the Adams McClure® brand (which provides Point of Purchase advertising); the Admore®, Folder Express®, and Independent Folders® brands (which provide presentation folders and document folders); Ennis Tag & LabelSM (which provides custom printed, high performance labels and custom and stock tags); Allen-Bailey Tag & LabelSM, Atlas Tag & Label®, Kay Toledo Tag®, and Special Service Partners® (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); InfosealSM and PrintXcel® (which provide custom and stock pressure seal documents). School Photo Marketing is a one-stop shop for over 1,400 school portrait photographers and professional photo labs nationwide, providing them with a complete array of products and services that reach over 15 million families and 30,000 schools, primarily in the K-8 market. We sell predominantly through independent distributors, as well as to many of our competitors. Northstar Computer Forms, Inc., one of our wholly-owned subsidiaries, 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). Adams McClure, LP, a wholly-owned subsidiary, also sells direct to a small number of customers, where sales are generally through advertising agencies.

The printing industry generally sells its products either predominantly to end users, a market dominated by a few large manufacturers, such as R.R. Donnelley and Taylor Corporation, 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 distributors.

There are a number of competitors that operate in this segment. We believe our strategic locations and buying power permit us to compete on a favorable basis within the distributor market on factors such as service, quality and price.

Our products are sold throughout the United States primarily by independent distributors, including business forms distributors, resellers, direct mail, commercial printers, 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 primarily from 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 factors in quarterly volume fluctuations.

Our Business Challenges

Our industry is currently experiencing consolidation of traditional supply channels, product obsolescence, paper supplier capacity adjustments, and increased pricing and potential supply allocations due to demand/supply curve imbalance. 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. We face highly competitive conditions throughout our supply chain in an already over-supplied, price-competitive print industry. The challenges of our business include the following:

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2024

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, specialty packaging, direct mail, pressure seal products, 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. The ability to make investments in new and existing technology and/or to acquire new market opportunities through acquisitions is dependent on the Company’s liquidity and operational results.

Production capacity and price competition within our industry – Industry supply of paper products is subject to fluctuation as changing industry conditions influence producers to idle or permanently close individual machines or mills, and/or convert them to different product lines, such as packaging to offset a decline in demand. Paper mill shipments were down across the board through the first half of 2023 as buyers worked through elevated inventories of their products. Producers responded to the sluggish demand conditions with heavy downtime rather than permanent closures keeping prices mostly stable. While our supply of paper in the first and second quarter of 2024 has remained stable, margins remain under pressure due to the resulting weak volumes and competitive pricing, we intend to continue to focus on effectively managing and controlling our product costs through the use of forecasting, production and costing models, as well as working closely with our domestic suppliers to reduce our procurement costs, in order to minimize effects on our operational results. In addition, we will continue to look for ways to reduce and leverage our fixed costs and focus on maintaining our margins.

Continued consolidation of our customers – Our customers are distributors, many of which are consolidating or are being acquired by competitors. We continue to maintain a majority of the business we have had with our customers historically, but it is possible that these consolidations and acquisitions, which we expect to continue in the future, ultimately will impact our margins and sales.

For further information, please see “Cautionary Statement Regarding Forward-Looking Statements,” above and “Risk Factors” contained within our Annual Report on Form 10-K for the fiscal year ended February 29, 2024.

Critical Accounting Estimates

Our Annual Report on Form 10-K for the year ended February 29, 2024, includes a description of certain critical accounting estimates, including those with respect to the pension plan, impairment assessments on goodwill and other intangible assets, allowance for credit losses and accounts receivable, and allowance for excess and obsolete inventories, which we believe are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates. During the quarter ended August 31, 2024, there have been no material changes to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended February 29, 2024.

Recent Accounting Pronouncements

See Note 1 of the accompanying unaudited condensed consolidated financial statements for a discussion of recent accounting guidance.

Results of Operations

The following discussion provides information which we believe is relevant to understanding our results of operations and financial condition. The discussion and analysis should be read in conjunction with the accompanying interim unaudited consolidated financial statements and notes included in this filing. The operating results of the Company for the three and six months ended August 31, 2024 and the comparative period for 2023 are set forth in the tables below.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2024

Consolidated Summary


Unaudited Consolidated Statements of	Three Months Ended August 31,								Six Months Ended August 31,
Operations - Data (in thousands)	2024				2023				2024				2023
Net sales	$	99,038	100.0	%	$	106,760	100.0	%	$	202,146	100.0	%	$	218,054	100.0	%
Cost of goods sold		69,259	69.9			73,661	69.0			141,463	70.0			150,914	69.2
Gross profit margin		29,779	30.1			33,099	31.0			60,683	30.0			67,140	30.8
Selling, general and administrative		16,557	16.7			18,341	17.2			33,727	16.7			36,684	16.8
Loss from disposal of assets		39	—			52	—			43	—			52	—
Income from operations		13,183	13.3			14,706	13.8			26,913	13.3			30,404	13.9
Other income		1,034	1.0			577	0.5			2,045	1.0			1,039	0.5
Earnings before income taxes		14,217	14.4			15,283	14.3			28,958	14.3			31,443	14.4
Provision for income taxes		3,909	3.9			4,373	4.1			7,963	3.9			8,898	4.1
Net earnings	$	10,308	10.4	%	$	10,910	10.2	%	$	20,995	10.4	%	$	22,545	10.3	%

Three months ended August 31, 2024 compared to three months ended August 31, 2023

Net Sales. Our net sales were $99.0 million for the quarter ended August 31, 2024, compared to $106.8 million for the same quarter in the prior year, a decrease of $7.8 million, or 7.3%. Sales decreased $11.2 million due to weaker volume demand and was partially offset by an approximately $3.5 million increase in revenues generated from our recent acquisitions. Current quarter sales decreased $4.1 million, or 3.9% compared to $103.1 million for the sequential quarter ending May 31, 2024. During the latter part of fiscal 2024, we experienced a weakened demand environment with increased competition on price, resulting in lower sales volume and revenues. Our sales volume continues to be impacted by soft customer demand and competitive pricing.

Cost of Goods Sold and Gross Profit Margin. As a result of decreased sales volume, our cost of goods sold decreased $4.4 million, or 6.0%, from $73.7 million for the three months ended August 31, 2023 to $69.3 million for the three months ended August 31, 2024. Our gross profit was $29.8 million or 30.1% of revenue for the quarter ended August 31, 2024 compared to $33.1 million or 31.0% of revenue for the same quarter in the prior year. Our gross profit margin remained relatively flat compared to the immediately preceding quarter ending May 31, 2024 at 30.0%. We continue to take mitigating actions through our cost management and pricing strategies to maintain our margins and offset continued pressure from soft market conditions and increased competition on price.

Selling, general, and administrative expense. For the three months ended August 31, 2024, our selling, general, and administrative ("SG&A") expenses were $16.6 million compared to $18.3 million for the three months ended August 31, 2023, a decrease of $1.8 million, or 9.7%. As a percentage of net sales, SG&A expenses for the current quarter were 16.7% and 17.2% for the three months ended August 31, 2024 and August 31, 2023, respectively. Our SG&A expense decreased as a result of operational efficiencies.

Loss from disposal of assets. The $39,000 and $52,000 net loss from disposal of assets during the three-month period ended August 31, 2024 and 2023, respectively, was primarily attributed to the sale of equipment.

Income from operations. Primarily due to factors described above, our income from operations for the three months ended August 31, 2024 was $13.2 million, or 13.3% of net sales, as compared to $14.7 million, or 13.8% of net sales, for the three months ended August 31, 2023, a decrease of $1.5 million. Income from operations declined on a sequential quarter basis by $0.5 million and was $13.7 million for the quarter ended May 31, 2024.

Other income (expense). Other income was $1.0 million for the three months ended August 31, 2024 compared to $0.6 million for the three months ended August 31, 2023. Our increase in income was primarily from an increase in interest income from the increase in balance and rates received on money market accounts and short-term investments in the current quarter, $1.4 million for the three months ended August 31, 2024 compared to $0.9 million for the three months ended August 31, 2023.

Provision for income taxes. Our effective tax rate was 27.5% and 28.6% for the three months ended August 31, 2024 and 2023, respectively. The decrease in our overall tax rate this period as compared to last period is due to a decrease in our overall expected state tax rate due to changes in state apportionment.

Net earnings. Net earnings, due to the factors above, were $10.3 million for the three months ended August 31, 2024 as compared to $10.9 million for the comparable quarter in the pr

Weighted Average Remaining Lease Terms

Operating leases

Weighted Average Discount Rate

Operating leases