# Ennis, Inc.: Form 10-Q for the period ended May 31, 2024

- Company: [Ennis, Inc.](/companies/ebf.md) (CIK 33002)
- Form: 10-Q
- Filed: 2024-06-26
- Accepted by EDGAR: Jun 26, 2024, 19:52 ET
- Period: 2024-05-31
- Accession: 0000950170-24-077829
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/33002/000095017024077829/ebf-20240531.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/33002/000095017024077829/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-05-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-03-01 to 2024-05-31 | $103.1m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2024-03-01 to 2024-05-31 | $72.2m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2024-03-01 to 2024-05-31 | $30.9m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2024-03-01 to 2024-05-31 | $17.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2024-03-01 to 2024-05-31 | $13.7m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2024-03-01 to 2024-05-31 | $4.1m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-03-01 to 2024-05-31 | $10.7m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-03-01 to 2024-05-31 | $0.41 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-03-01 to 2024-05-31 | $0.41 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-03-01 to 2024-05-31 | 26,279,646 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2024-03-01 to 2024-05-31 | $23.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-03-01 to 2024-05-31 | $2.5m | us-gaap:PaymentsToAcquireProductiveAssets |
| Dividends paid | 3 months, 2024-03-01 to 2024-05-31 | $6.5m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 3 months, 2024-03-01 to 2024-05-31 | $1.8m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2024-05-31 | $91.4m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-05-31 | $211.1m | us-gaap:AssetsCurrent |
| Total assets | at 2024-05-31 | $406.2m | us-gaap:Assets |
| Current liabilities | at 2024-05-31 | $36.8m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-05-31 | $51.8m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-05-31 | $354.4m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 27,067 characters.

### 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 the novel coronavirus COVID-19 pandemic or 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.

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 May 31, 2024, we operate 57 manufacturing plants throughout the United States in 19 strategically located states as one reportable segment. Approximately 96% 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 and Diamond GraphicsSM. 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:

**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 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 May 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 months ended May 31, 2024 and the comparative period for 2023 are set forth in the tables below.

### Consolidated Summary

*Unaudited Consolidated Statements of*

| Operations - Data (in thousands) | Three Months Ended May 31, 2024 |  | 2023 |  |
| --- | ---: | ---: | ---: | ---: |
| Net sales | $103,108 | 100.0% | $111,294 | 100.0% |
| Cost of goods sold | 72,204 | 70.0 | 77,253 | 69.4 |
| Gross profit margin | 30,904 | 30.0 | 34,041 | 30.6 |
| Selling, general and administrative | 17,170 | 16.7 | 18,343 | 16.5 |
| Loss from disposal of assets | 4 | — | — | — |
| Income from operations | 13,730 | 13.3 | 15,698 | 14.1 |
| Other income | 1,011 | 1.0 | 462 | 0.4 |
| Earnings before income taxes | 14,741 | 14.3 | 16,160 | 14.5 |
| Provision for income taxes | 4,054 | 3.9 | 4,525 | 4.1 |
| Net earnings | $10,687 | 10.4% | $11,635 | 10.5% |

### Three months ended May 31, 2024 compared to three months ended May 31, 2023

*Net Sales.* Our net sales were $103.1 million for the quarter ended May 31, 2024, compared to $111.3 million for the same quarter in the prior year, a decrease of $8.2 million, or -7.4%. 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. Sales decreased $10.6 million due to weaker volume demand and was partially offset by an approximately $2.4 million increase in revenues generated from our recent acquisitions. While revenues were down versus the prior year, first quarter sales increased $5.7 million, or 5.8% from the sequential quarter ending February 29, 2024.

*Cost of Goods Sold and Gross Profit Margin.* As a result of decreased sales volume, our cost of goods sold decreased $5.1 million, or 6.6%, from $77.3 million for the three months ended May 31, 2023 to $72.2 million for the three months ended May 31, 2024. Our gross profit was $30.9 million or 30.0% of revenue for the quarter ended May 31, 2024 compared to $34.0 million or 30.6% of revenue for the same quarter in the prior year. Our gross profit margin for the quarter of 30.0% showed a 60 basis point increase from 29.4% in the immediately preceding quarter ending February 29, 2024. In the first quarter we completed the integration of our ERP system at two of our recent acquisitions and are beginning to see improved efficiencies and performance. This along with our disciplined cost management and pricing strategies contributed to our improved margins over the sequential quarter, despite continued pressure from soft market conditions and increased competition on price.

*Selling, general, and administrative expense.* For the three months ended May 31, 2024, our selling, general, and administrative ("SG&A") expenses were $17.2 million compared to $18.3 million for the three months ended May 31, 2023, a decrease of $1.1 million, or 6.0%. As a percentage of net sales, SG&A expenses for the current quarter remained relatively flat and were 16.7% and 16.5% for the three months ended May 31, 2024 and May 31, 2023, respectively.

*Loss from disposal of assets.* The $4,000 net loss from disposal of assets during the three-month period ended May 31, 2024 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 May 31, 2024 was $13.7 million, or 13.3% of net sales, as compared to $15.7 million, or 14.1% of net sales, for the three months ended May 31, 2023. Income from operations increased on a sequential quarter basis by $0.8 million over the $12.9 million for the preceding quarter.

*Other income (expense).* Other income was $1.0 million for the three months ended May 31, 2024 compared to $0.5 million for the three months ended May 31, 2023. Our increase in income was primarily from an increase in interest income from higher interest rates in the current quarter, $1.4 million for the three months ended May 31, 2024 compared to $0.8 million for the three months ended May 31, 2023.

*Provision for income taxes.* Our effective tax rate was 27.5% and 28.0% for the three months ended May 31, 2024 and May 31, 2023, respectively. The slight 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 $10.7 million for the three months ended May 31, 2024 as compared to $11.6 million for the comparable quarter in the prior year. Net earnings were impacted by decreased revenues for the three months ended May 31, 2024 compared to the three months ended May 31, 2023. After-tax earnings per diluted share for the three months ended May 31, 2024 were $0.41, compared to $0.45 for the same quarter last year.

### Liquidity and Capital Resources

We rely on our cash flows generated from operations to meet all cash requirements of our business. The primary cash requirements of our business are payments to vendors in the normal course of business, capital expenditures, compensation and benefits for employees and the payment of dividends to our shareholders. We believe that our current cash balance of $91.4 million at May 31, 2024, short-term investments of $32.3 million and anticipated cash flows from operations are expected to be similar to prior periods which should be adequate to cover the next twelve months and beyond of our operating and capital requirements. Our capital requirements are expected to be within our historical levels of between $3.0 million and $6.0 million.

*(Dollars in thousands)*

|  | May 31, 2024 | February 29, 2024 |
| --- | ---: | ---: |
| Working capital | $174,345 | $167,581 |
| Cash | $91,363 | $81,597 |
| Short-term investments | $32,326 | $29,325 |

***Working Capital.*** Our working capital increased $6.8 million or 4.0%, from $167.6 million at February 29, 2024 to $174.3 million at May 31, 2024. Our current ratio, calculated by dividing our current assets by our current liabilities, decreased from 6.0 to 1.0 at February 29, 2024 to 5.7 to 1.0 at May 31, 2024. Our increase in working capital primarily reflects the increase in cash and short-term investments, $12.8 million, offset by the decrease in accounts receivable, $3.3 million and the increase in our accounts payable and accrued expense, $3.7 million.

*(Dollars in thousands)*

|  | Three months ended May 31, 2024 | 2023 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $23,105 | $21,726 |
| Net cash used in investing activities | $(5,052) | $(7,129) |
| Net cash used in financing activities | $(8,287) | $(6,459) |

***Cash flows from operating activities.*** Cash provided by operating activities was $23.1 million in the three months ended May 31, 2024 compared to $21.7 million in the comparative period ended May 31, 2023. A decrease in accounts receivable, net of accounts receivable from acquired business since the prior fiscal year end provided cash of $3.2 million in the current year three-month period, and $7.3 million in the comparable three-month period of the prior year. An increase in inventories used cash of $1.0 million in the three-month period ended May 31, 2024 and $0.4 million in the same period of 2023. An increase in accounts payable and accrued expenses provided cash of $3.3 million in the current year three-month period and a decrease in accounts payable and accrued expenses used cash of $2.8 million in the prior year comparable three-month period. The decrease in accounts receivable in the current period was primarily due to decreased sales. The increase in accounts payable and accrued expenses during the current period was primarily due to an increase in purchasing activities and inflationary pressures. We continue to monitor incoming orders and adjust raw material purchases accordingly.

***Cash flows from investing activities.*** Cash used in investing activities was $5.0 million in the three months ended May 31, 2024 compared to $7.1 million in the three months ended May 31, 2023. Capital expenditures primarily of equipment was $2.5 million and $2.1 million for the three months ended May 31, 2024 and May 31, 2023, respectively. In the three months ended May 31, 2023, $5.0 million was used to acquire businesses. During the current period, we purchased approximately $10.1 million of U.S. government treasury bills, which was partially offset by $7.5 million in matured treasury bills.

***Cash flows from financing activities.*** We used $1.8 million more cash in financing activities during the three months ended May 31, 2024 compared to the same period in the prior year. The increase in cash used during the three months ended May 31, 2024 resulted from $1.8 million common stock repurchased under our stock repurchase program in the three months ended May 31, 2024.

***Credit Facility –*** As of May 31, 2024, we had $0.3 million outstanding under a standby letter of credit arrangement secured by a cash collateral bank account. It is anticipated that our cash, short-term investments and funds from operating cash flows will be sufficient to fund anticipated future expenditures, including acquisitions.

***Pension Plan –*** The funded status of our Pension Plan is dependent on many factors, including returns on invested assets, the level of market interest rates and the level of funding. Assuming a stable funding status, we would expect that future required contributions would be between $1.0 million and $3.0 million per year. As our pension assets are invested in marketable securities, changes in actual investment returns or in discount rates could change funding status and requirements significantly. We made a contribution of $1.2 million to our Pension Plan in fiscal year 2024 and anticipate making a required contribution of approximately $1.2 million prior to the end of the current fiscal year. At May 31, 2024, we had a funded pension asset of $0.1 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 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 continue to make capital expenditures for operational maintenance purposes, as may be required. Additionally, we will carefully review and make capital expenditures for additional equipment to the extent such additions make economic sense by improving our operations and not jeopardizing our strong liquidity position. 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 $3.0 million and $6.0 million. For the three months ended May 31, 2024, we spent approximately $2.5 million on capital expenditures that was funded out of our cash balance. We expect to generate sufficient cash flows from our operating activities to cover our operating and other normal capital requirements for the foreseeable future.

***Contractual Obligations –*** There have been no significant changes in our contractual obligations since February 29, 2024 that have, or are reasonably likely to have, a material impact on our results of operations or financial condition. We do not have off-balance sheet arrangements or special-purpose entities.

## Market risk

As filed, 715 characters.

### Market Risk

### Interest Rates

From time to time, 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. While we had no outstanding debt at May 31, 2024, we will be exposed to interest rate risk if we borrow in the future.

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.

## Controls and procedures

As filed, 2,861 characters.

**Evaluation of Disclosure Controls and Procedures.** We maintain “disclosure controls and procedures” as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits 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 disclosures. Our controls and procedures are tested and evaluated at regular intervals to confirm that they are adequate and followed by our personnel to prevent misstatement of the Company’s financial statements. 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. Our management, with the participation of our Chairman of the Board, President and Chief Executive Officer (“CEO”) and Chief Financial Officer and Treasurer (“CFO”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our CEO and CFO have concluded that, as of May 31, 2024, our disclosure controls and procedures are effective to provide reasonable assurance that information relating to us (including our consolidated subsidiaries), which is required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a–15(f) or Rule 15d–15(f) of the Exchange Act) that occurred during the three months ended May 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 151 characters.

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, 2024.

Filed Jun 26, 2024.
Source: SEC EDGAR, the filing index for accession 0000950170-24-077829. Last ingested by Listed: Oct 24, 2026, 14:52 ET. No prices; not investment advice.