# Ennis, Inc.: Form 10-K for the period ended Feb 29, 2016 - Company: [Ennis, Inc.](/companies/ebf.md) (CIK 33002) - Form: 10-K - Filed: 2016-05-11 - Accepted by EDGAR: May 11, 2016, 21:19 ET - Period: 2016-02-29 - Accession: 0001193125-16-587329 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/33002/000119312516587329/d120404d10k.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/33002/000119312516587329/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2016-02-29. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 3 months, 2015-12-01 to 2016-02-29 | $128.2m | us-gaap:SalesRevenueNet | | Revenue | 12 months, 2015-03-01 to 2016-02-29 | $569.0m | us-gaap:SalesRevenueNet | | Cost of revenue | 12 months, 2015-03-01 to 2016-02-29 | $416.2m | us-gaap:CostOfGoodsAndServicesSold | | Gross profit | 3 months, 2015-12-01 to 2016-02-29 | $34.0m | us-gaap:GrossProfit | | Gross profit | 12 months, 2015-03-01 to 2016-02-29 | $152.7m | us-gaap:GrossProfit | | Selling, general and administrative | 12 months, 2015-03-01 to 2016-02-29 | $92.8m | us-gaap:SellingGeneralAndAdministrativeExpense | | Operating income | 12 months, 2015-03-01 to 2016-02-29 | $56.3m | us-gaap:OperatingIncomeLoss | | Interest expense | 12 months, 2015-03-01 to 2016-02-29 | $1.4m | us-gaap:InterestExpense | | Income tax | 12 months, 2015-03-01 to 2016-02-29 | $20.8m | us-gaap:IncomeTaxExpenseBenefit | | Net income | 3 months, 2015-12-01 to 2016-02-29 | $4.8m | us-gaap:NetIncomeLoss | | Net income | 12 months, 2015-03-01 to 2016-02-29 | $35.7m | us-gaap:NetIncomeLoss | | Diluted EPS | 3 months, 2015-12-01 to 2016-02-29 | $0.19 | us-gaap:EarningsPerShareDiluted | | Diluted EPS | 12 months, 2015-03-01 to 2016-02-29 | $1.39 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 3 months, 2015-12-01 to 2016-02-29 | $0.19 | us-gaap:EarningsPerShareBasic | | Basic EPS | 12 months, 2015-03-01 to 2016-02-29 | $1.39 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 12 months, 2015-03-01 to 2016-02-29 | 25,722,367 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Capital expenditure | 12 months, 2015-03-01 to 2016-02-29 | $4.8m | us-gaap:PaymentsToAcquireProductiveAssets | | Dividends paid | 3 months, 2015-12-01 to 2016-02-29 | $4.5m | us-gaap:PaymentsOfDividendsCommonStock | | Dividends paid | 12 months, 2015-03-01 to 2016-02-29 | $18.0m | us-gaap:PaymentsOfDividendsCommonStock | | Cash and equivalents | at 2016-02-29 | $10.4m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Current assets | at 2016-02-29 | $179.0m | us-gaap:AssetsCurrent | | Total assets | at 2016-02-29 | $392.2m | us-gaap:Assets | | Current liabilities | at 2016-02-29 | $40.4m | us-gaap:LiabilitiesCurrent | | Total liabilities | at 2016-02-29 | $93.6m | us-gaap:Liabilities | | Long-term debt | at 2016-02-29 | $40.0m | us-gaap:LongTermDebtNoncurrent | | Shareholders' equity | at 2016-02-29 | $298.5m | us-gaap:StockholdersEquity | ## Business As filed, 24,745 characters. ### Overview Ennis, Inc. (the “Company”) (formerly Ennis Business Forms, Inc.) was organized under the laws of Texas in 1909. Ennis, Inc. and its subsidiaries print and manufacture a broad line of business forms and other business products (the “Print Segment”) and also manufacture a line of activewear (the “Apparel Segment”) for distribution throughout North America. The Print Segment distributes business products and forms throughout the United States primarily through independent dealers. This distributor channel encompasses independent print distributors, commercial printers, direct mail, fulfillment companies, payroll and accounts payable software companies, and advertising agencies, among others. We also sell products to many of our competitors to satisfy their customers’ needs. The Apparel Segment produces and sells activewear, including T-shirts, fleece goods and other wearables. Distribution of our activewear throughout the United States, Canada and Mexico is primarily through sales representatives. The distributor channel encompasses activewear wholesalers and screen printers. We offer a great selection of high-quality activewear apparel with a wide variety of styles and colors in sizes ranging from toddler to 6XL. The apparel line features a wide variety of tees and fleece. On April 1, 2016, the Company entered into a Unit Purchase Agreement (the “Initial Purchase Agreement”) with Alstyle Operations, LLC (the “Initial Buyer”) and, for the limited purpose set forth in such Initial Purchase Agreement, Steve S. Hong. Under the Initial Purchase Agreement, the Initial Buyer agreed to acquire Alstyle Apparel, LLC and its subsidiaries (the “Apparel Segment”) from the Company for an aggregate purchase price of $88.0 million, consisting of $76.0 million in cash to be paid at closing, subject to a working capital adjustment, and an additional $12.0 million to be paid pursuant to a capital lease covering certain equipment utilized by the Apparel Segment that was to have been retained by the Company. The Initial Purchase Agreement contemplated post-closing transition services for up to 18 months. Under the Initial Purchase Agreement, the Company retained the right to terminate such agreement in the event that the Company were to receive an unsolicited purchase offer for the Apparel Segment that was not matched by the Initial Buyer, which, in the judgment of the Board of Directors of the Company in the exercise of their fiduciary duties on behalf of the Company’s stockholders, deemed such offer to be a superior offer to the transactions contemplated by the Initial Purchase Agreement. On May 4, 2016, the Company received what was determined to be a superior offer from Gildan Activewear Inc. (“Gildan”). In connection therewith, the Company terminated the Initial Purchase Agreement and paid the required $3.0 million termination fee to the Initial Buyer in connection therewith. In connection with the superior offer, the Company and Gildan have entered into a Unit Purchase Agreement, dated May 4, 2016 (the “Gildan Purchase Agreement”), pursuant to which Gildan will acquire the Apparel Segment from the Company for an all-cash purchase price of $110.0 million, subject to a working capital adjustment, customary indemnification arrangements, and the other terms of such agreement (the “Gildan Transaction”). The closing of the Gildan Transaction, which is anticipated to occur during the Company’s second fiscal quarter, is conditioned upon customary closing conditions, including applicable regulatory approvals. Following the closing, the Company will provide transition assistance to Gildan for certain administrative, financial, human resource, and information technology matters and will sublease from Gildan a portion of a certain property located in Anaheim, California that is leased by the Apparel Segment. As part of the purchase price, Gildan funded the Company’s payment of the $3.0 million termination fee payable to the Initial Buyer of the Apparel Segment in connection with the termination of the Initial Purchase Agreement with such Initial Buyer, as more fully described above. The Company filed a current Report on Form 8-K with the Securities and Exchange Commission on May 4, 2016 regarding the Gildan Transaction and reference is made herein to that report for further explanation. Based on presently available information, on a preliminary and unaudited basis, and assuming a closing date by the end of June 2016, the Company anticipates that it will incur a pre-tax loss on the sale of Alstyle Apparel to Gildan pursuant to the Gildan Purchase Agreement of between $25.0 million and $35.0 million. Based on certain tax elections expected to be made, the Company is expecting to be able to treat the loss as an operating loss for tax purposes. On July 31, 2015, we acquired the assets of CMC Group, Inc. for $0.3 million in cash plus the assumption of certain accrued liabilities. Management considers this acquisition immaterial and has omitted further discussion. On December 31, 2014, we completed the acquisition of the stock of Kay Toledo Tag and Special Service Partners and their related entities (collectively “Kay Toledo”) for $16.2 million cash, in a stock purchase transaction. An additional $1.0 million is available to be paid over the next 3 years under an earn-out provision if certain financial metrics are achieved. Kay Toledo has locations in Toledo, Ohio and Neenah, Wisconsin through Special Service Partners. Experts in digital printing and customer short-run printing, Kay Toledo produces tags, labels, tickets and commercial printing. Kay Toledo, generated approximately $25.0 million in unaudited sales for the twelve month period ended December 31, 2014 and will continue to operate under its respective brand names. On October 3, 2014, we acquired the assets of Hoosier Data Forms for $0.2 million in cash plus the assumption of certain trade payables. Management considers this acquisition immaterial and has omitted further discussion. On June 16, 2014, we acquired the assets of Sovereign Business Forms, and its related entities, TRI-C Business Forms, Inc., Falcon Business Forms, Inc., Forms Manufacturers, Inc., Mutual Graphics, Inc., and Curtis Business Forms, Inc. (collectively “Sovereign”) for $10.6 million in cash plus the assumption of certain trade liabilities. In addition, if certain financial metrics are met, an additional $1.0 million is available to be paid over the next 4 years under an earn-out provision. The cash portion of the purchase price was funded by borrowing under our line of credit facility. Sovereign produces snap sets, continuous forms and checks, laser forms, cut sheet forms and checks, and imprinted envelopes. Sovereign generated approximately $27.1 million in unaudited sales for the twelve month period ended December 31, 2013 and will continue to operate under its respective brand names. ### Business Segment 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 and are also a significant provider of blank T-shirts in North America to the activewear market. We operate in two reportable segments: Print and Apparel. For additional financial information concerning segment reporting, please see Note 13 of the Notes to the Consolidated Financial Statements beginning on page F-29. ### Print Segment The Print Segment, which represented 68%, 66%, and 63% of our consolidated net sales for the fiscal years ended February 29, 2016, February 28, 2015, and February 28, 2014, respectively, is in the business of manufacturing, designing and selling business forms and other printed business products primarily to distributors located in the United States. The Print Segment operates 58 manufacturing plants throughout the United States in 21 strategically located states. Approximately 96% of the business products manufactured by the Print Segment are custom and semi-custom products, constructed in a wide variety of sizes, colors, number of parts and quantities on an individual job basis depending upon the customers’ specifications. The products sold include snap sets, continuous forms, laser cut sheets, tags, labels, envelopes, integrated products, jumbo rolls and pressure sensitive products in short, medium and long runs under the following labels: Ennis®, Royal Business Forms®, Block Graphics®, Specialized Printed Forms®, 360º Custom LabelsSM, ColorWorx®, Enfusion®, Uncompromised Check Solutions®, VersaSeal®, Witt Printing®, B&D Litho®, Genforms®, PrintGraphicsSM, Calibrated Forms®, PrintXcelSM, Printegra®, Curtis Business FormsSM, Falcon Business FormsSM, Forms ManufacturersSM, Mutual GraphicsSM, TRI-C Business FormsSM and Hoosier Data Forms®. The Print Segment also sells the Adams McClure® brand (which provides Point of Purchase advertising for large franchise and fast food chains as well as kitting and fulfillment); the Admore® and Folder Express® brands (which provide presentation folders and document folders); Ennis Tag & LabelSM (which provides custom printed high performance labels and custom and stock tags); Atlas Tag & Label®, Kay Toledo TagSM and Special Service PartnersSM (SSP) (which provides custom and stock tags and labels); Trade Envelopes® and 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). The Print Segment sells predominantly through private printers and independent distributors, as well as to many of our competitors. Northstar also sells direct to a small number of customers, generally large banking organizations (where a distributor is not acceptable or available to the end-user). Northstar acquired several of the top 25 banks in the United States as customers and is actively pursuing other large banks within the top 25 tier of banks in the United States. Adams McClure also sells direct to a small number of customers, where sales are generally through advertising agencies. The printing industry generally sells its products either through sales made predominantly to end users, a market dominated by a few large manufacturers, such as R.R. Donnelley, Staples, Standard Register (a subsidiary of Taylor Corporation), and Cenveo, or, like the Company, through a variety of independent distributors and distributor groups. While it is not possible, because of the lack of adequate public statistical information, to determine the Company’s share of the total business products market, management believes the Company is the largest producer of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders in the United States distributing primarily through independent dealers. There are a number of competitors that operate in this segment, ranging in size from single employee-owner operations to multi-plant organizations. We believe our strategic locations and buying power permit us to compete on a favorable basis within the distributor market on competitive factors, such as service, quality, and price. Distribution of business forms and other business products throughout the United States is primarily done through independent dealers, including business forms distributors, resellers, direct mail, commercial printers, payroll and accounts payable software companies, and advertising agencies. Raw materials of the Print Segment principally consist of a wide variety of weights, widths, colors, sizes, and qualities of paper for business products purchased from generally one major supplier at favorable prices based on the volume of business. Business products usage in the printing industry is generally not seasonal. General economic conditions and contraction of the traditional business forms industry are the predominant factor in quarterly volume fluctuations. ### Apparel Segment The Apparel Segment represented 32%, 34%, and 37% of our consolidated net sales for the fiscal years ended February 29, 2016, February 28, 2015, and February 28, 2014, respectively, and operates under the name of Alstyle Apparel (“Alstyle”). Alstyle markets high quality knitted activewear (including T-shirts, tank tops and fleece) across all market segments. The main products of Alstyle are standardized shirts manufactured in a variety of sizes and colors. Approximately 97% of Alstyle’s revenues are derived from T-shirt sales and approximately 89% of its sales are domestic. Alstyle’s branded product lines are sold mainly under the AAA®, Alstyle Apparel and Activewear®, and Murina® brands. Alstyle’s primary manufacturing operations are located in an owned manufacturing facility located in Agua Prieta, Mexico. Alstyle has three cut and sew facilities in Mexico (Agua Prieta, Ensenada and Hermosillo). In addition to its owned cut and sew facilities, Alstyle may also use outsourced manufacturers from time to time to supplement a portion of its cut and sew needs. After sewing and packaging are completed, the product is shipped to one of Alstyle’s nine distribution centers located across the United States, Canada, and Mexico. Alstyle utilizes a customer-focused internal sales team comprised of twenty-one sales representatives assigned to specific geographic territories in the United States, Canada, and Mexico. Sales representatives are assigned performance objectives for their respective territories and are provided financial incentives for achievement of their target objectives. Sales representatives are responsible for developing business with large accounts and spend a majority of their time in the field. Alstyle employs a staff of customer service representatives that handle call-in orders from smaller customers. Sales personnel sell directly to Alstyle’s customer base, which consists primarily of screen printers, embellishers, retailers, and mass marketers. A majority of Alstyle’s sales continue to be branded products, with the remainder being customers’ private label products. Generally, sales to screen printers and mass marketers are driven by price and the availability of products, which directly impacts our inventory level requirements. Sales in the private label business are characterized by higher customer loyalty. As such, the Company increased its sales emphasis in this area in fiscal 2015 and fiscal 2016. Alstyle’s most popular styles are produced based on demand management forecasts to service at-once business and to level production schedules. Alstyle offers same-day shipping and uses third-party carriers to ship products to its customers. Alstyle’s sales are seasonal, with sales in the first and second fiscal quarters generally being the highest. The apparel industry is characterized by rapid shifts in fashion, consumer demand and competitive pressures, resulting in both price and demand volatility. However, the imprinted activewear market to which Alstyle sells is generally “event” driven. Blank T-shirts can be thought of as “walking billboards” promoting movies, concerts, sports teams, and “image” brands. Still, the demand for any particular product varies from time to time based largely upon changes in consumer preferences and general economic conditions affecting the apparel industry. Over the years, the customer base has moved from media-centric products to more fashion-oriented products. The apparel industry is comprised of numerous companies who manufacture and sell a wide range of products. Alstyle is primarily involved in the activewear market and produces T-shirts, fleece, blended and other fashion basic products and outsources some products from time-to-time from other countries like China, Pakistan, Central America and other foreign sources to sell to its customers through its sales representatives. Alstyle competes with many branded and private label manufacturers of knit apparel in the United States, Canada, and Mexico, some of which are larger in size and have greater financial resources than Alstyle. Alstyle competes on the basis of price, quality, service, and delivery. Alstyle’s strategy is to provide the best value to its customers by delivering a consistent, high-quality product at a competitive price, not necessarily the lowest price. Alstyle’s competitive disadvantage is its size in relation to its major competitors. Also, its brand name, Alstyle Apparel, is not as well-known as the brand names of its largest competitors, such as Gildan, Hanes, and Fruit of the Loom. While it is not possible to calculate precisely because of the lack of adequate public statistical information, management believes that Alstyle is one of the top providers of blank T-shirts in North America. Raw materials of the Apparel Segment principally consist of cotton and polyester yarn purchased from a number of major suppliers at prevailing market prices, although we purchased 43% of our cotton and yarn during the current period from one supplier. On April 1, 2016, the Company entered into the Initial Purchase Agreement with the Initial Buyer and, for the limited purpose set forth in such Initial Purchase Agreement, Steve S. Hong. Under the Initial Purchase Agreement, the Initial Buyer agreed to acquire the Apparel Segment from the Company for an aggregate purchase price of $88.0 million, consisting of $76.0 million in cash to be paid at closing, subject to a working capital adjustment, and an additional $12.0 million to be paid pursuant to a capital lease covering certain equipment utilized by the Apparel Segment that was to be retained by the Company. The Initial Purchase Agreement contemplated post-closing transition services for up to 18 months. Under the Initial Purchase Agreement, the Company retained the right to terminate such agreement in the event that the Company were to receive an unsolicited purchase offer for the Apparel Segment that was not matched by the Initial Buyer, which, in the judgment of the Board of Directors of the Company in the exercise of their fiduciary duties on behalf of the Company’s stockholders constituted a superior offer to the transactions contemplated by the Initial Purchase Agreement. On May 4, 2016, the Company received what was determined to be a superior offer from Gildan. In connection therewith, the Company terminated the Initial Purchase Agreement and paid the required $3.0 million termination fee to the Initial Buyer in connection therewith. In connection with the superior offer, the Company and Gildan have entered into the Gildan Purchase Agreement, pursuant to which Gildan will acquire the Apparel Segment from the Company for an all-cash purchase price of $110.0 million, subject to a working capital adjustment, customary indemnification arrangements, and the other terms of such agreement. The closing of the Gildan Transaction, which is anticipated to occur during the Company’s second fiscal quarter, is conditioned upon customary closing conditions, including applicable regulatory approvals. Following the closing, the Company will provide transition assistance to Gildan for certain administrative, financial, human resource, and information technology matters and will sublease from Gildan a portion of a certain property located in Anaheim, California that is leased by the Apparel Segment. As part of the purchase price, Gildan funded the Company’s payment of the $3.0 million termination fee payable to the Initial Buyer of the Apparel Segment in connection with the termination of the Initial Purchase Agreement with such Initial Buyer, as more fully described above. The Company filed a current Report on Form 8-K with the Securities and Exchange Commission on May 4, 2016 regarding the Gildan Transaction, and reference is made herein to that report for further explanation. Based on presently available information, on a preliminary and unaudited basis, and assuming a closing date by the end of June 2016, the Company anticipates that it will incur a pre-tax loss on the sale of Alstyle Apparel to Gildan pursuant to the Gildan Purchase Agreement of between $25.0 million and $35.0 million. Based on certain tax elections expected to be made, the Company is expecting to be able to treat the loss as an operating loss for tax purposes. ### Patents, Licenses, Franchises and Concessions Outside of the patent for the VersaSeal® product, we do not have any significant patents, licenses, franchises, or concessions. ### Intellectual Property We market our products under a number of trademarks and trade names. We have registered trademarks in the United States for Ennis®, EnnisOnlineSM, Alstyle®, A Alstyle Apparel®, AA Alstyle Apparel & Activewear®, AAA Alstyle Apparel & Activewear®, B&D Litho of AZ®, B&D Litho®, ACR®, Block Graphics®, Classic by Alstyle Apparel®, Enfusion®, Murina®, 360º Custom LabelsSM, Admore®, CashManagementSupply.comSM, Securestar®, Northstar®, MICRLink®, MICR ConnectionTM, Ennisstores.comTM, General Financial Supply®, Calibrated Forms®, PrintXcelSM, Printegra®, Trade Envelopes®, Witt Printing®, Genforms®, Royal Business Forms®, Crabar/GBFSM, BF&SSM, Adams McClure®, Advertising ConceptsTM, ColorWorx®, Atlas Tag & Label®, PrintgraphicsSM, Uncompromised Check Solutions®, VersaSeal®, VersaSeal SecureX®, Folder Express®, Wisco®, National Imprint Corporation®, Star Award Ribbon®, Kay Toledo TagSM, Curtis Business FormsSM, Falcon Business FormsSM, Forms ManufacturersSM, Mutual GraphicsSM, TRI-C Business FormsSM, SSPSM, EOSTouchpoint®, and Printersmall®, and variations of these brands as well as other trademarks. We have similar trademark registrations internationally. The protection of our trademarks is important to our business. We believe that our registered and common law trademarks have significant value and these trademarks are important to our ability to create and sustain demand for our products. ### Customers No single customer accounts for as much as five percent of our consolidated net sales. ### Backlog At February 29, 2016, our backlog of orders was approximately $26.8 million, as compared to approximately $25.5 million at February 28, 2015. ### Research and Development While we seek new products to sell through our distribution channel, there have been no material amounts spent on research and development in the fiscal year ended February 29, 2016. ### Environment We are subject to various federal, state, and local environmental laws and regulations concerning, among other things, wastewater discharges, air emissions and solid waste disposal. Our manufacturing processes do not emit substantial foreign substances into the environment. We do not believe that our compliance with federal, state, or local statutes or regulations relating to the protection of the environment has any material effect upon capital expenditures, earnings or our competitive position. There can be no assurance, however, that future changes in federal, state, or local regulations, interpretations of existing regulations or the discovery of currently unknown problems or conditions will not require substantial additional expenditures. Similarly, the extent of our liability, if any, for past failures to comply with laws, regulations, and permits applicable to our operations cannot be determined. ### Employees At February 29, 2016, we had 6,018 employees. 3,496 of the employees are in Mexico, and 21 employees are in Canada. Of the domestic employees, 279 are represented by labor unions under collective bargaining agreements, which are subject to periodic negotiations. Two unions represent all of our hourly employees in Mexico with contracts expiring at various times (all hourly employees are full-time). ### Available Information We make our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 available free of charge under the Investors Relations page on our website, www.ennis.com, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). Information on our website is not included as a part of, or incorporated by reference into, this report. Our SEC filings are also available through the SEC’s website, www.sec.gov. In addition, the public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. ## Risk factors As filed, 30,502 characters. You should carefully consider the risks described below, as well as the other information included or incorporated by reference in this Annual Report on Form 10-K, before making an investment in our common stock. The risks described below are not the only ones we face in our business. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. If any of the following risks occur, our business, financial condition or operating results could be materially harmed. In such an event, our common stock could decline in price and you may lose all or part of your investment. ***Our results and financial condition are affected by global and local market conditions, and competitors’ pricing strategies, which can adversely affect our sales, margins, and net income.*** Our results of operations are substantially affected not only by global economic conditions, but also by local market conditions, and competitors’ pricing strategies, which can vary substantially by market. Unfavorable conditions can depress sales in a given market and may prompt promotional or other actions that adversely affect our margins, constrain our operating flexibility or result in charges. Certain macroeconomic events, such as the past crisis in the financial markets, could have a more wide-ranging and prolonged impact on the general business environment, which could also adversely affect us. Whether we can manage these risks effectively depends mainly on the following: - Our ability to manage movements in commodity prices and the impact of government actions to manage national economic conditions such as consumer spending, inflation rates and unemployment levels, particularly given the current volatility in the global financial markets; and - The impact on our margins of labor costs given our labor-intensive business model, the trend toward higher wages in both mature and developing markets and the potential impact of union organizing efforts on day-to-day operations of our manufacturing facilities. ### Declining economic conditions could negatively impact our business. Our operations are affected by local, national and worldwide economic conditions. The consequences of domestic and international economic uncertainty or instability, volatility in commodity markets, and domestic or international policy uncertainty, all of which we have seen, can all impact economic activity. This in turn can impact the demand for our products. Instability in the financial markets also may affect our cost of capital and our ability to raise capital, if needed. ***The terms and conditions of our credit facility impose certain restrictions on our operations. We may not be able to raise additional capital, if needed, for proposed expansion projects.*** The terms and conditions of our credit facility impose certain restrictions on our ability to incur additional debt, make capital expenditures, acquisitions and asset dispositions, as well as imposing other customary covenants, such as requiring a tangible equity level and a ratio of total funded debt to the sum of net earnings plus interest, tax, depreciation and amortization (“EBITDA”). Our ability to comply with the covenants may be affected by events beyond our control, such as distressed and volatile financial and/or consumer markets, etc. A breach of any of these covenants could result in a default under our credit facility. In the event of a default, the bank could elect to declare the outstanding principal amount of our credit facility, all interest thereon, and all other amounts payable under our credit facility to be immediately due and payable. As of February 29, 2016, we were in compliance with all terms and conditions of our credit facility, which matures on August 18, 2016. During the period we received a binding commitment from our primary lender to extend the maturity date on the above Facility to August 19, 2017 for an amount in excess of the amount outstanding under the same terms and conditions. ***Declining financial market conditions and continued decline in long-term interest rates could adversely impact the funded status of our pension plan.*** We maintain a noncontributory defined benefit retirement plan (the “Pension Plan”) covering approximately 8% of our employees. Included in our financial results are Pension Plan costs that are measured using actuarial valuations. The actuarial assumptions used may differ from actual results. In addition, as our Pension Plan assets are invested in marketable securities, severe fluctuations in market values could potentially negatively impact our funded status, recorded pension liability, and future required minimum contribution levels. In addition, a decline in long-term debt interest rates puts downward pressure on the discount rate used by plan sponsors to determine their pension liabilities. Each 10 basis point change in the discount rate impacts our computed liability by about $900,000. Similar to fluctuations in market values, a drop in the discount rate could potentially negatively impact our funded status, recorded pension liability and future contribution levels. In addition, continued changes in the mortality tables could potentially impact our funded status. The adoption of 2014 actuarial mortality tables in fiscal year 2015 had a negative impact on our funding status; however, the adoption of the new MR-2015 mortality improvement scale in fiscal year 2016 had a positive impact by reducing our recorded liabilities by $1.6 million. ***In 2015 and 2016 we wrote down Apparel Segment goodwill and other intangible assets and we may have similar charges in the future, which could cause our financial condition and results of operations to be negatively affected in the future.*** When we acquire a business, a portion of the purchase price of the acquisition may be allocated to goodwill and other identifiable intangible assets. The amount of the purchase price which is allocated to goodwill and other intangible assets is the excess of the purchase price over the net identifiable tangible assets acquired. The annual impairment test is based on several factors requiring judgment. An impairment may be caused by any number of factors outside our control, such as a decline in market conditions caused by a recession, or protracted recovery there-from, or other factors like competitor’s pricing strategies, which may be tied to such economic events. We have recorded an impairment charge during the current fiscal year due to the carrying value of our intangible assets and several impairment charges in years past relating to goodwill and other intangible assets associated with our Apparel Segment. Continued sale-side pressure due to competitor’s pricing strategies or continued challenging market conditions could result in an impairment charge in the future. Though to date, we have not been required to take an impairment charge related to our Print Segment, continued sale-side pressures due to technology transference, competitor pricing pressures, and economic uncertainties could result in a determination that a portion of the recorded value of goodwill and intangible assets may be required to be written down. Although such a charge would be a non-cash expense, it would impact our reported operating results and financial position. At February 29, 2016, our consolidated goodwill and other intangible assets were approximately $64.5 million and $66.9 million, respectively, of which $14.7 million of other intangibles related to our Apparel Segment. ***Digital technologies will continue to erode the demand for our printed business documents.*** The increasing sophistication of software, internet technologies, and digital equipment combined with our customers’ general preference, as well as governmental influences for paperless business environments will continue to reduce the number of traditional printed documents sold. Moreover, the documents that will continue to coexist with software applications will likely contain less value-added print content. Many of our custom-printed documents help companies control their internal business processes and facilitate the flow of information. These applications will increasingly be conducted over the internet or through other electronic payment systems. The predominant method of our customers’ communication to their customers is by printed information. As their customers become more accepting of internet communications, our clients may increasingly opt for what is perceived to be less costly electronic option, which would reduce our revenue. The pace of these trends is difficult to predict. These factors will tend to reduce the industry-wide demand for printed documents and require us to gain market share to maintain or increase our current level of print-based revenue. In response to the gradual obsolescence of our standardized forms business, we continue to develop our capability to provide custom and full-color products. If new printing capabilities and new product introductions do not continue to offset the obsolescence of our standardized business forms products, and we aren’t able to increase our market share, our sales and profits will be affected. Decreases in sales of our standardized business forms and products due to obsolescence could also reduce our gross margins or impact the value of our recorded goodwill and intangible assets. This reduction could in turn adversely impact our profits, unless we are able to offset the reduction through the introduction of new high margin products and services or realize cost savings in other areas. ***Our distributor customers may be acquired by other manufacturers who redirect business within their plants.*** Some of our customers are being absorbed by the distribution channels of some of our manufacturing competitors. However, we do not believe this will significantly impact our business model. We have continued to sell to some of these customers even after they were absorbed by our competition because of the breadth of our product line and our geographic diversity. ***Our distributors face increased competition from various sources, such as office supply superstores. Increased competition may require us to reduce prices or to offer other incentives in order to enable our distributors to attract new customers and retain existing customers.*** Low price, high value office supply chain stores offer standardized business forms, checks and related products. Because of their size, these superstores have the buying power to offer many of these products at competitive prices. These superstores also offer the convenience of “one-stop” shopping for a broad array of office supplies that our distributors do not offer. In addition, superstores have the financial strength to reduce prices or increase promotional discounts to expand market share. This could result in us reducing our prices or offering incentives in order to enable our distributors to attract new customers and retain existing customers, which could reduce our profits. ***Technological improvements may reduce our competitive advantage over some of our competitors, which could reduce our profits.*** Improvements in the cost and quality of printing technology are enabling some of our competitors to gain access to products of complex design and functionality at competitive costs. Increased competition from these competitors could force us to reduce our prices in order to attract and retain customers, which could reduce our profits. ***We could experience labor disputes that could disrupt our business in the future.*** As of February 29, 2016, approximately 11% of our domestic employees are represented by labor unions under collective bargaining agreements, which are subject to periodic negotiations. Two unions represent all of our hourly employees in Mexico. While we feel we have a good working relationship with all of the unions, there can be no assurance that any future labor negotiations will prove successful, which may result in a significant increase in the cost of labor, or may break down and result in the disruption of our business or operations. ***We obtain our raw materials from a limited number of suppliers, and any disruption in our relationships with these suppliers, or any substantial increase in the price of raw materials or material shortages could have a material adverse effect on us.*** Cotton yarn is the primary raw material used in Alstyle’s manufacturing processes and represents a significant portion of its manufacturing costs. Alstyle acquires its yarn from three major sources that meet stringent quality and on-time delivery requirements. The largest supplier provided 43% of Alstyle’s yarn requirements during fiscal year 2016 and has an entire yarn mill dedicated to Alstyle’s production. To maintain our high standard of color control associated with our apparel products, we purchase our dyeing chemicals from limited sources. If Alstyle’s relations with its suppliers are disrupted, Alstyle may not be able to enter into arrangements with substitute suppliers on terms as favorable as its current terms, and our results of operations could be materially adversely affected. We also purchase our paper products from a limited number of sources, which meet stringent quality and on-time delivery standards under long-term contracts. However, fluctuations in the quality of our paper, unexpected price increases or other factors that relate to our paper products could have a material adverse effect on our operating results. Both cotton and paper are commodities that are subject to periodic increases or decreases in price, which are sometimes quite significant. There is no effective market of derivative instruments to cost-effectively insulate us against unexpected changes in price of paper, and corporate negotiated purchase contracts provide only limited protection against price increases. We generally acquire our cotton yarn under short-term purchase contracts with our suppliers. While we generally do not use derivative instruments, including cotton option contracts, to manage our exposure to movements in cotton market prices, we believe we are competitive with other companies in the United States apparel industry in negotiating the price of cotton. Generally, when cotton or paper prices are increased, we attempt to recover the higher costs by raising the prices of our products to our customers. In the price-competitive marketplaces in which we operate, we may not always be able to pass through any or all of the higher costs. As such, any significant increase in the price of paper or cotton or shortages in the availability of either, could have a material adverse effect on our results of operations. ***We face intense competition to gain market share, which may lead some competitors to sell substantial amounts of goods at prices against which we cannot profitably compete.*** Demand for Alstyle’s products is dependent on the general demand for shirts and the availability of alternative sources of supply. While Alstyle will compete on price, its marketing strategy is to differentiate itself by providing quality service and quality products to its customers. Even if this strategy is successful, its results may be offset by reductions in demand or price declines due to competitors’ pricing strategies or other micro or macro-economic factors. Our Print Segment also faces the risk of our competition following a strategy of selling its products at or below cost in order to cover some amount of fixed costs, especially in distressed economic times. ### The apparel industry is heavily influenced by general economic cycles. The apparel industry is cyclical and dependent upon the overall level of discretionary consumer spending, which changes as regional, domestic and international economic conditions change. These include, but are not limited to, employment levels, energy costs, interest rates, tax rates, personal debt levels, and uncertainty about the future. Any deterioration in general economic conditions that creates uncertainty or alters discretionary consumer spending habits could reduce our sales, increase our costs of goods sold or require us to significantly modify our current business practices, and consequently negatively impact our results of operations. ***Our foreign-based apparel manufacturing operations could be subject to unexpected changes in regulatory requirements, tariffs and other market barriers, political and economic instability, social unrest, as well as disruption of services in the countries where it operates, which could negatively impact our operating results.*** Alstyle operates manufacturing facilities in Mexico and from time to time sources product manufacturing and purchases from China, Pakistan, Central America and other foreign sources. Alstyle’s foreign operations could be subject to unexpected changes in regulatory requirements, tariffs, and other market barriers, political and economic instability, social unrest in the countries where it operates, as well as utility and other service disruption. The impact of any such events that may occur in the future could subject Alstyle to additional costs or loss of sales, which could adversely affect our operating results. In particular, Alstyle operates its facilities in Mexico pursuant to the “maquiladora” duty-free program established by the Mexican and United States governments. This program enables Alstyle to take advantage of generally lower costs in Mexico, without paying duty on inventory shipped into or out of Mexico. There can be no assurance that the governments of Mexico and the United States will continue the program currently in place or that Alstyle will continue to be able to benefit from this program. The loss of these benefits could have an adverse effect on our business. In addition, all Alstyle’s knit and dye operations are located in one facility in Agua Prieta, Mexico. Any disruptions in utility or other services required to continue operations that are caused by any of the above factors, as well as others, could have a material adverse effect on the Company’s operational results. ***Our apparel products are subject to foreign competition, which had been subject to U.S. government domestic quota restrictions or import duties in the past.*** Foreign producers of apparel often have significant labor cost advantages. In the past few years, domestic quota restrictions have been eliminated for basically all foreign countries, which has significantly impacted domestic apparel producers. What remains in place today for these countries is import duties, which tends to offset some of the significant labor cost advantages these countries have over domestic and NAFTA/CAFTA producers. Import protection afforded to domestic apparel producers has been, and is likely to remain, subject to considerable political considerations. Given the number of these foreign producers, any further elimination of import protections that protect domestic apparel producers could materially adversely affect Alstyle’s business. The North American Free Trade Agreement (“NAFTA”) became effective on January 1, 1994 and has created a free-trade zone among Canada, Mexico, and the United States. NAFTA contains a rule of origin requirement that products be produced in one of the three countries in order to benefit from the agreement. NAFTA has phased out all trade restrictions and tariffs among the three countries on apparel products competitive with those of Alstyle. Alstyle manufactures all of its products in the Agua Prieta manufacturing plant and performs substantially all of its cutting and sewing in three plants located in Mexico in order to take advantage of the NAFTA benefits. Subsequent repeal or alteration of NAFTA could adversely affect our business (see below). The Central American Free Trade Agreement (“CAFTA”) became effective May 28, 2004 and retroactive to January 1, 2004 for textiles and apparel. It creates a free trade zone similar to NAFTA by and between the United States and Central American countries (El Salvador, Honduras, Costa Rica, Nicaragua, and Dominican Republic). Textiles and apparel are duty-free and quota-free immediately if they meet the agreement’s rule of origin, promoting new opportunities for U.S. and Central American fiber, yarn, fabric and apparel manufacturing. While CAFTA in the past afforded some advantages to Alstyle as they outsourced some of their U.S. produced fiber to Central America to cut/sew, with the transition of this production to Mexico this advantage went away. As such, we do not anticipate that the alteration or subsequent repeal of CAFTA would have a material effect on our operations. The introduction of CAFTA took away most of the advantages NAFTA afforded to us domestically. However, NAFTA continues to afford us some advantage over CAFTA with respect to our sales in Canada. Currently, NAFTA produced goods can be shipped into Canada duty-free. The same protection is not currently afforded to CAFTA produced goods. However, CAFTA countries are in negotiation with the Canadian government to include Canada in CAFTA. If successful, this could potentially significantly impact our business in Canada. Recently, the governments of Canada and Honduras reached an agreement which basically affords goods produced in Honduras similar advantages to NAFTA produced goods with respect to Canadian importation. In addition to CAFTA, agreements such as Trans-Pacific Partnership (see below) and other similar agreements can further eliminate any advantages NAFTA affords to manufacturers. The World Trade Organization (“WTO”), a multilateral trade organization, was formed in January 1995 and is the successor to the General Agreement on Tariffs and Trade (“GATT”). This multilateral trade organization has set forth mechanisms by which world trade in clothing is being progressively liberalized by phasing-out quotas and reducing duties over a period of time that began in January of 1995. As it implements the WTO mechanisms, the United States government is negotiating bilateral trade agreements with developing countries, which are generally exporters of textile and apparel products, that are members of the WTO to get them to reduce their tariffs on imports of textiles and apparel in exchange for reductions by the United States in tariffs on imports of textiles and apparel. In 2008 all import quotas for China were removed. A continued reduction of import quotas and tariffs could make Alstyle’s products less competitive against low cost imports from developing countries (see discussion below). New trade agreements like the recent agreement between Canada and Honduras, the Trans-Pacific Partnership (“TPP”) between the United States, Vietnam, Australia, Brunei, Chile, Canada, Japan, Malaysia, Mexico, New Zealand, Peru and Singapore, the Trans-Atlantic Trade Investment Partnership (“TTIP”) and the Trade in Services Agreement (“TISA”), which are meant to lower trade barriers, such as tariffs, could have significant impacts on domestic manufacturers. Such agreements could give lower labor-cost countries like Vietnam a significant advantage over Alstyle. One aspect of the agreement could potentially allow Asian countries that are part of the agreement to use China cotton, which would allow these countries to cut and sew their products in a low labor-cost country like Vietnam and then import their products into the U.S. and Canada duty-free. In addition, Canada has recently awarded a duty-free status to Bangladesh and is currently in negotiations with Pakistan. Such developments as these could materially negatively impact Alstyle’s operations domestically and in Canada. ### Environmental regulations may impact our future operating results. We are subject to extensive and changing federal, state and foreign laws and regulations establishing health and environmental quality standards, concerning, among other things, wastewater discharges, air emissions and solid waste disposal, and may be subject to liability or penalties for violations of those standards. We are also subject to laws and regulations governing remediation of contamination at facilities currently or formerly owned or operated by us or to which we have sent hazardous substances or wastes for treatment, recycling or disposal. We may be subject to future liabilities or obligations as a result of new or more stringent interpretations of existing laws and regulations. In addition, we may have liabilities or obligations in the future if we discover any environmental contamination or liability at any of our facilities, or at facilities we may acquire. ***Our manufacturing facility in Mexico is subject to certain risks regarding sales growth and cost savings as well as disruption in manufacturing risks.*** Our manufacturing facility in Agua Prieta, Mexico was built to capture anticipated future growth and savings in production costs over our cost structure in Anaheim, CA. If such growth or production savings do not materialize, it may negatively impact our ability to achieve our expected returns and our production levels, operational results and financial condition. In addition, our apparel manufacturing process from spinning through cutting occurs predominantly at our manufacturing facility located in Agua Prieta, Mexico, thus, any disruption in our utility services (i.e., water, electric, gas, etc.) can have a significant impact on our production levels, which depending on length of the disruption could significantly impact our sales and operational profitability. ***We are exposed to the risk of non-payment by our customers on a significant amount of our sales.*** Our extension of credit involves considerable judgment and is based on an evaluation of each customer’s financial condition and payment history. We monitor our credit risk exposure by periodically obtaining credit reports and updated financials on our customers. We see a heightened amount of bankruptcies by our customers, especially retailers, during economic downturns. While we maintain an allowance for doubtful receivables for potential credit losses based upon our historical trends and other available information, in times of economic turmoil, there is heightened risk that our historical indicators may prove to be inaccurate. The inability to collect on sales to significant customers or a group of customers could have a material adverse effect on our results of operations. ### Our business incurs significant freight and transportation costs. We incur significant freight costs to transport our goods, especially as it relates to our Apparel Segment where we transport yarn from our domestic suppliers to our textile facility in Mexico. The internal freight from the textile to the sewing facilities, as well as the logistic cost of keeping our product in the distribution centers to maintain our product close to the customer and on time to market is also significant. In addition, we incur transportation expenses to ship our products to our customers. Significant increases in the costs of freight and transportation could have a material adverse effect on our results of operations, as there can be no assurance that we could pass on these increased costs to our customers. ### The price of energy is prone to significant fluctuations and volatility. Our apparel manufacturing operations require high inputs of energy, and therefore changes in energy prices directly impact our gross profit margins. We focus on manufacturing methods that will reduce the amount of energy used in the production of our apparel products to mitigate the rising costs of energy. Significant increases in energy prices could have a material adverse effect on our results of operations, as there can be no assurance that we could pass these increased costs to our customers given the competitive environment in which our Apparel Segment operates. ***We depend upon the talents and contributions of a limited number of individuals, many of whom would be difficult to replace.*** The loss or interruption of the services of our Chief Executive Officer, Executive Vice President or Chief Financial Officer could have a material adverse effect on our business, financial condition or results of operations. Although we maintain employment agreements with these individuals, it cannot be assured that the services of such individuals will continue. On April 1, 2016 the Company entered into the Initial Purchase Agreement pursuant to which it agreed to sell the Apparel Segment to the Initial Buyer subject to certain fiduciary out provisions. In connection therewith, Mr. Ahmad the Company’s Chief Technology Officer and Vice President of the Apparel Segment, has elected to be part of the initial buying group. As a result, Mr. Ahmad’s employment agreement was transferred to A&G, Inc., a subsidiary of the Company, and Mr. Ahmad resigned his position as an executive officer of the Company. On May 4, 2016, the Company received what its Board of Directors determined to be a superior offer, and terminated the Initial Unit Purchase Agreement and entered into a Unit Purchase Agreement with another buyer (see Item 1-“Business-Overview” on page 4 of this Form 10-K (this “Report”) for further explanation regarding the pending sale of Alstyle Apparel, LLC). ***Increases in the cost of employee benefits could impact our financial results and cash flow.*** Our expenses relating to employee health benefits are significant. Unfavorable changes in the cost of such benefits could impact our financial results and cash flow. Healthcare costs have risen significantly in recent years, and recent legislative and private sector initiatives regarding healthcare reform could result in significant changes to the U.S. healthcare system. Because of the many variables involved and the staggered implementation timeline, we cannot predict with any assurance the impact that the Healthcare Reform and interpretive legislation law and related regulations could have on the Company-sponsored medical plans. While the Company has various cost controls measures in place and employs outsight and outside cost reviews on larger claims, this has been and is expected to continue to be a significant cost to the Company. ## Properties As filed, 5,851 characters. Our corporate headquarters are located in Midlothian, Texas. We operate manufacturing and distribution facilities throughout the United States and in Mexico and Canada. See the table below for additional information on our locations. All of the Print Segment properties are used for the production, warehousing and shipping of the following: business forms, flexographic printing, advertising specialties and Post-it® Notes (Wolfe City, Texas); presentation products (Macomb, Michigan and Anaheim, California); printed and electronic promotional media (Denver, Colorado); envelopes (Portland, Oregon; Columbus, Kansas and Tullahoma, Tennessee); financial forms (Minneapolis/St. Paul, Minnesota; Nevada, Iowa and Bridgewater, Virginia) and other business products. The Apparel Segment properties are used for the manufacturing or distribution of T-shirts and other activewear apparel. Our plants are operated at production levels required to meet our forecasted customer demands. Production levels fluctuate with market demands and depend upon the product mix at any given point in time. Equipment is added as existing machinery becomes obsolete or not repairable, and as new equipment becomes necessary to meet market demands; however, at any given time, these additions and replacements are not considered to be material additions to property, plant and equipment, although such additions or replacements may increase a plant’s efficiency or capacity. All of the foregoing facilities are considered to be in good condition. We do not anticipate that substantial expansion, refurbishing, or re-equipping will be required in the near future. All of the rented property is held under leases with original terms of one or more years, expiring at various times through July 2021. No difficulties are presently foreseen in maintaining or renewing such leases as they expire. The accompanying list contains each of our owned and leased locations: | Location Print Segment | General Use | Approximate Square Footage Owned | Leased | | --- | --- | ---: | ---: | | Ennis, Texas | Three Manufacturing Facilities \* | 325,118 | — | | Chatham, Virginia | Two Manufacturing Facilities | 127,956 | — | | Paso Robles, California | Manufacturing | 94,120 | — | | DeWitt, Iowa | Two Manufacturing Facilities | 95,000 | — | | Knoxville, Tennessee | Held for Sale | 48,057 | — | | Ft. Scott, Kansas | Manufacturing | 86,660 | — | | Portland, Oregon | Manufacturing | — | 103,402 | | Wolfe City, Texas | Two Manufacturing Facilities | 119,259 | — | | Moultrie, Georgia | Manufacturing | 25,000 | — | | Coshocton, Ohio | Manufacturing | 24,750 | — | | Macomb, Michigan | Manufacturing | 56,350 | — | | Anaheim, California | Two Manufacturing Facilities | — | 49,000 | | Denver, Colorado | Four Manufacturing Facilities | 60,000 | 117,575 | | Brooklyn Park, Minnesota | Manufacturing | 94,800 | — | | Roseville, Minnesota | Manufacturing | — | 41,300 | | Roseville, Minnesota | Warehouse | — | 20,119 | | Nevada, Iowa | Two Manufacturing Facilities | 290,752 | — | | Bridgewater, Virginia | Manufacturing | — | 27,000 | | Columbus, Kansas | Two Manufacturing Facilities and Warehouse | 174,089 | — | | Leipsic, Ohio | Manufacturing | 83,216 | — | | El Dorado Springs, Missouri | Manufacturing | 70,894 | — | | Princeton, Illinois | Manufacturing | — | 44,190 | | Arlington, Texas | Two Manufacturing Facilities | 69,935 | 30,700 | | Tullahoma, Tennessee | Manufacturing Facility | 142,061 | — | | Tullahoma, Tennessee | Held for Sale | 24,950 | — | | Caledonia, New York | Manufacturing | 138,730 | — | | Sun City, California | Manufacturing | 52,617 | — | | Phoenix, Arizona | Manufacturing and Warehouse | — | 59,000 | | Neenah, Wisconsin | Two Manufacturing Facilities & One Warehouse | 72,354 | 89,286 | | West Chester, Pennsylvania | Sales Office | — | 1,150 | | Claysburg, Pennsylvania | Manufacturing | — | 69,000 | | Vandalia, Ohio | Manufacturing | 47,820 | — | | Fairport, New York | Manufacturing | — | 40,800 | | Indianapolis, Indiana | Two Manufacturing Facilities | — | 38,000 | | Livermore, California | Manufacturing | — | 21,568 | | Smyrna, Georgia | Manufacturing | — | 65,000 | | Clarksville, Tennessee | Manufacturing | 51,900 | — | | Fairhope, Alabama | Manufacturing | 65,000 | — | | Toledo, Ohio | Three Manufacturing Facilities | 120,947 | — | | Visalia, California | Manufacturing | — | 56,000 | | Holyoke, MA | Manufacturing | — | 29,281 | | Corsicana, TX | Manufacturing | 39,685 | — | | Girard, KS | Manufacturing | 69,474 | — | | Powell, TN | Manufacturing | 43,968 | — | | Houston, TX | Manufacturing | — | 29,668 | | | | 2,715,462 | 932,039 | 16 | Location Apparel Segment | General Use | Approximate Square Footage Owned | Leased | | --- | --- | ---: | ---: | | Anaheim, California | Office and Distribution Center | — | 151,000 | | Chicago, Illinois | Distribution Center | — | 82,100 | | Orlando, Florida | Distribution Center | — | 37,804 | | Carrollton, Texas | Distribution Center | — | 26,136 | | Bensalem, Pennsylvania | Distribution Center | — | 60,848 | | Mississauga, Canada | Distribution Center | — | 53,982 | | Los Angeles, California | Distribution Center | — | 31,600 | | Agua Prieta, Mexico | Manufacturing | 700,000 | — | | Ensenada, Mexico | Manufacturing | 87,145 | — | | Ensenada, Mexico | Car Parking | — | 37,125 | | Ensenada, Mexico | Warehouse | — | 16,146 | | Hermosillo, Mexico | Manufacturing | — | 76,145 | | Hermosillo, Mexico | Yard Space | — | 19,685 | | Hermosillo, Mexico | Vacant | — | 8,432 | | | | 787,145 | 601,003 | | **Corporate Offices** | | | | | Ennis, Texas | Administrative Offices | 9,300 | — | | Midlothian, Texas | Executive and Administrative Offices | 28,000 | — | | | | 37,300 | — | | | Totals | 3,539,907 | 1,533,042 | \* 7,000 square feet of Ennis, Texas location leased ## Legal proceedings As filed, 268 characters. From time to time we are involved in various litigation matters arising in the ordinary course of our business. We do not believe the disposition of any current matter will have a material adverse effect on our consolidated financial position or results of operations. ## Management's discussion and analysis As filed, 62,417 characters. The Management’s Discussion and Analysis provides material historical and prospective disclosures intended to enable investors and other users to assess our financial condition and results of operations. Statements that are not historical are forward-looking and involve risk and uncertainties, including those discussed under the caption “Risk Factors” in Item 1A starting on page 9 of this Annual Report on Form 10-K and elsewhere in this Report. You should read this discussion and analysis in conjunction with our Consolidated Financial Statements and the related notes appearing elsewhere in this Report. The words “anticipate,” “preliminary,” “expect,” “believe,” “intend” and similar expressions identify forward-looking statements. 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. In view of such uncertainties, investors should not place undue reliance on our forward-looking statements since such statements may prove to be inaccurate and speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This Management’s Discussion and Analysis includes the following sections: - *Overview –* An overall discussion on our Company, the business challenges and opportunities we believe are key to our success, and our plans for facing these challenges. - *Critical Accounting Policies and Estimates –* A discussion of the accounting policies that require our most critical judgments and estimates. This discussion provides insight into the level of subjectivity, quality, and variability involved in these judgments and estimates. This section also provides a summary of recently adopted and recently issued accounting pronouncements that have or may materially affect our business. - *Results of Operations –* An analysis of our consolidated results of operations and segment results for the three years presented in our consolidated financial statements. This analysis discusses material trends within our business and provides important information necessary for an understanding of our operating results. - *Liquidity and Capital Resources –* An analysis of our cash flows and a discussion of our financial condition and contractual obligations. This section provides information necessary to evaluate our ability to generate cash and to meet existing and known future cash requirements over both the short and long term. References to 2016, 2015 and 2014 refer to the fiscal years ended February 29, 2016, February 28, 2015 and February 28, 2014, respectively. ### Overview ***The Company –*** 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 and are also a significant provider of blank T-shirts in North America to the activewear market. We operate in two reportable segments: Print and Apparel. For additional financial information concerning segment reporting, please see Note 13 of the Notes to the Consolidated Financial Statements beginning on page F-29. ***Our Print Business Challenges –*** In our Print Segment, we are engaged in an industry undergoing significant changes. 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. We face highly competitive conditions in an already over-supplied, price-competitive industry. Our challenges in the Print Segment 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 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 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, such as the addition of our envelope offerings, tag offerings, folder offerings, healthcare wristbands, secure document solutions, innovative in-mold label offerings and long-run integrated products with high color web printing, which provide us with an opportunity for growth and differentiate us from our competition. **Excess production capacity and price competition within our industry –** Paper mills continue to adjust production capacity through downtime and closures to attempt to keep supply in line with demand. Due to the limited number of paper mills, paper prices have been and are expected to remain fairly volatile. We have generally been able to pass through increased paper costs, although this can often take several quarters due to the custom nature of our products and/or contractual relationships with some of our customers. We will continue to focus our efforts on effectively managing and controlling our product costs to minimize these effects on our operational results, primarily through the use of forecasting, production and costing models. **Continued consolidation of our customers –** Our customers, who are distributors, are consolidating or are being acquired by competitors. As such, they demand better pricing and services, or they are required to move their business to their new parent company’s manufacturing facilities. While we continue to maintain a majority of this business, it is possible that these consolidations and acquisitions will impact our margins and our sales in the near future. ***Our Apparel Business Challenges –*** In our Apparel Segment industry, our market niche is highly competitive and commodity driven. In the past, the domestic apparel industry was generally dominated by a limited number of companies. However, due to changes in regulations and trade agreements in the last few years, this industry has become more globalized and our core competition has now extended to other parts of the world, particularly Asia and Central America. While the domestic economic environment has improved somewhat in the last few years, which has led to increased demand at times, overall lower-end commodity apparel demand remains rather lethargic. Globalization has led to increased pricing pressures and direct importation by many screen-printers and big-box suppliers products that were once sourced domestically. New trade agreements like the recent agreement between Canada and Honduras, and current TPP, TTIP and TISA, which are meant to lower trade barriers, such as tariffs, could have significant impacts on domestic manufacturers. Foreign producers often have significant labor and other cost advantages. In the past few years, domestic quota restrictions were eliminated for basically all foreign countries, which significantly impacted domestic apparel producers. While import duties remain in place for these foreign countries, import protection afforded to domestic apparel producers has been and is likely to remain subject to considerable political considerations. Given the number of these foreign producers, any further elimination of import protections that protect domestic apparel producers, such as TPP, could materially adversely affect Alstyle’s business. ***Our apparel products are subject to foreign competition, which had been subject to U.S. government domestic quota restrictions or import duties in the past –*** Foreign producers of apparel often have significant labor cost advantages. In the past few years, domestic quota restrictions were eliminated for basically all foreign countries, which significantly impacted domestic apparel producers. Today, import duties remain in place for these foreign countries, which tend to offset the significant labor cost advantages these countries have over domestic and NAFTA/CAFTA producers. Import protection afforded to domestic apparel producers has been, and is likely to remain, subject to considerable political considerations. Given the number of these foreign producers, any further elimination of import protections that protect domestic apparel producers could materially adversely affect Alstyle’s business. For further discussion on various trade agreements and their potential impact on our operations, see Item A. Risk Factors –“***Our apparel products are subject to foreign competition, which had been subject to U.S. government domestic quota restrictions or import duties in the past”*** on page 13 of this Report. In addition, many retailers have started to pre-approve many manufacturers. This has allowed screen-printers and big-box suppliers to use any supplier on a retailer’s pre-approved list without having to take full responsibility for the quality of products being shipped to the stores. As such, the overall quality of the product is a lesser concern to screen-printers and big-box suppliers. Alstyle believes its products to be some of the highest in the industry with respect to quality and color consistency. However, such quality comes at a cost which has become more difficult to recoup in today’s market. If retailers once again become concerned with the quality of the garments in their stores, as a means to differentiate themselves from the competition, it could benefit Alstyle. In order to find their niche in a highly competitive and globalized environment, some of our customers and their customers have moved to alternative fabrics to differentiate themselves. What was once a basic commodity market with the focus on the printed media has now morphed into a fabric-fashion market, in which the fabric is as much of a selling point as the printed media. While some smaller garments producers are able to change quickly as market demand changes on fabrics and colors, longer-run manufacturers like Alstyle are not able to adjust as easily. Alstyle has been and will continue to work diligently on adapting/modifying their manufacturing processes to efficiently and cost effectively handle such changes in fabrics and fashions. However, such changes do not come without inherent risks and potentially increased costs during the modification and learning process. The unusual harsh domestic winter weather conditions at the end of fiscal years 2014 and 2015 negatively impacted the already weak retail landscape and contributed to the softness in our Apparel sales during these time periods. The overall domestic retail environment continues to be extremely competitive and challenging from both a volume and pricing perspective. The retail market of late has not met our expectations given the overall domestic economic climate. In addition, globalization has become and is expected to continue to be an issue for American/NAFTA manufacturers. **Cotton prices and other input costs –** Cotton is the single largest input cost in the cost of a T-shirt. As a result, our business may be affected significantly by dramatic movements in cotton prices. During the last three years plus, cotton pricing has been extremely volatile, increasing to historical highs and falling back to levels closer to historical averages. The cost incurred for materials (i.e., yarn, thread, etc.) is capitalized into inventory and impacts the Company’s operating results as inventory is sold. This could take six months or longer after the materials are purchased, depending on inventory turns. Consequently, fluctuations in cotton costs can significantly impact the Company’s operational results for many quarters, especially given the current market’s inelasticity to increases in selling prices. In addition, other input costs (i.e., dye and other chemicals cost, etc.) have shown increased volatility over comparable periods. As a result, any such fluctuation in input costs can be expected to impact our reported margins. Cotton pricing has been, for some time now, more in-line with historical levels, and we have seen the benefit of lower cotton pricing in our operational results during the current fiscal year. We expect to continue to see these benefits in the coming year, unless competitive market pricing pressures negate the benefit of these lower costs. **Continued global economic uncertainties –** The T-shirt marketplace is now much more globalized, and such globalization will continue as tariff restrictions are lifted and new trade agreements are entered into with other countries. Therefore, we are impacted by not only the volatility on our domestic economic climate, but the volatility in the international economic climate as well. While the domestic climate and economic recovery have strengthened, the recovery has not been as broad-based as recoveries in the past. Also, international markets of late have started to show increased volatility, which led to considerable strengthening of the dollar against other currencies. This tends to increase pressure on domestic manufacturers, due to lower demand, higher price of their products internationally and increased competition of foreign manufacturers. During the past several years, the marketplace was extremely competitive. During this time, manufacturers continued to lower prices as they tried to maintain certain volume levels/market share. Due to these challenging times, we have had to take several impairment charges to the value of our apparel assets. Because we continue to see a challenging landscape for years to come, over the past year we have entered into new sales programs and entered into new sales channels. Some of these have been successful and some have not. However, we believe to justify participation in the apparel industry, we need to continue to develop a product mix or industry position capable of sustaining adequate pricing mechanisms to generate an appropriate return to our shareholders. Although challenging given current industry dynamics, we do feel our Apparel Segment is in a better position today than in years past, given current input levels, to deal with these challenges. However, if our new directives are not successful or if discounting in the marketplace is deeper than expected, our operating results may be negatively impacted, requiring that we take further impairment charges in the future. ### Critical Accounting Policies and Estimates In preparing our consolidated financial statements, we are required to make estimates and assumptions that affect the disclosures and reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates and judgments on an ongoing basis, including those related to allowance for doubtful receivables, inventory valuations, property, plant and equipment, intangible assets, pension plan obligations, accrued liabilities and income taxes. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We believe the following accounting policies are the most critical due to their effect on our more significant estimates and judgments used in preparation of our consolidated financial statements. We maintain the Pension Plan for employees. Included in our financial results are Pension Plan costs that are measured using actuarial valuations. The actuarial assumptions used may differ from actual results. As our Pension Plan assets are invested in marketable securities, fluctuations in market values could potentially impact our funding status and associated liability recorded. Amounts allocated to intangibles (amortizable and non-amortizable) and goodwill are determined based on valuation analysis for our acquisitions. Amortizable intangibles are amortized over their expected useful lives. We evaluate these amounts periodically (at least once a year) to determine whether a triggering event has occurred during the year that would indicate potential impairment. We exercise judgment in evaluating our indefinite and long-lived assets for impairment. We assess the impairment of indefinite-lived assets that include goodwill, trademarks and trade names at least annually or earlier if events or changes in circumstances indicate that the carrying value may not be recoverable. Such circumstances include: (1) a significant adverse change in legal factors or the business environment, or (2) other adverse changes in the assessment of future operations of the reporting unit. We test impairment at the reporting unit level, which we have determined is at the Print Segment and Apparel Segment level. In testing whether there is an impairment to goodwill we use a two-step approach. In step one, we compare the fair value of the reporting unit to which goodwill is assigned to its carrying value. If the estimated fair value of a reporting unit exceeds its carrying amount, then we conclude that no goodwill impairment has occurred and step two is not required. If the carrying amount of a reporting unit exceeds its estimated fair value, a potential impairment is indicated, and step two is performed. In step two, we compare the carrying amount of the reporting unit’s goodwill to its implied fair value. In calculating the implied fair value of reporting unit’s goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities, including unrecognized intangible assets, of that reporting unit based on their fair values, similar to the allocation that occurs in a business combination. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. If the implied fair value of goodwill exceeds the carrying amount, goodwill is not impaired. In estimating the fair value of reporting units, we make estimates and judgments about future cash flows and market valuations using a combination of income and market approaches, as appropriate. We primarily rely upon a discounted cash flow analysis, an income-based approach, which includes assumptions for, among others, discount rates, cash flow projections, growth rates and terminal value rates, all of which require various significant estimates and judgments. This type of analysis contains uncertainties because it requires management to make assumptions and apply judgment to estimate industry economic factors and the profitability of future business strategies. It is our policy to conduct impairment testing based on our current business strategy in light of present industry and economic conditions, as well as our future expectations. We have not made material changes in the accounting methodology we use to assess goodwill impairment during the past three years. Changes in the estimates, assumptions and other qualitative factors used to conduct goodwill impairment tests, including future cash flow projections, could indicate that our goodwill is impaired in future periods and result in a potentially material impairment of goodwill. No goodwill impairment charge was required for the year ended February 29, 2016. To test impairment of acquired indefinite-lived intangible assets (i.e. trademarks and trade names), the fair values are estimated and compared to their carrying values. We recognize an impairment charge when the estimated fair value of the intangible asset is less than the carrying value. We estimate the fair value of trademarks and trade names based on an income-based approach – the relief from royalty method. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty to exploit the related benefits of these types of assets. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates in the category of intellectual property, discount rates, and other variables. After conducting our initial test for fiscal year 2016 as of November 30, 2015, we determined there was no impairment in either the Print or Apparel Segments. Subsequent to year end, with the proposed sale of the Apparel Segment, we determined there was a triggering event for possible impairment of the Apparel Segment’s recorded trademarks as of February 29, 2016. As a result, we reevaluated for possible impairment based on current events and determined that an impairment charge of $4.1 million was required for the Apparel Segment’s recorded trademarks, or approximately 31% of their carrying value prior to such impairment charge, to reduce the carrying value of those assets to their estimated fair values. At February 29, 2016, our goodwill and other intangible assets were approximately $64.5 million and $66.9 million, respectively. The carrying value of invested capital for each reporting unit as compared to their fair value at November 30, 2015, the date of our annual impairment tests, was as follows: ### Goodwill | Reporting Unit | Carrying Value of Invested Capital | Fair Value of Invested Capital | | --- | --- | --- | | Print | $226.9 million | $430.0 million | ### Trademarks/Trade names | Reporting Unit | Carrying Value of Intangible Asset (before impairment charge) | Fair Value of Intangible Asset | | --- | --- | --- | | Apparel | $13.3 million | $9.2 million | | Print | $15.3 million | $20.5 million | In connection with the pending sale of the Apparel Segment and the expected loss resulting therefrom, management determined that there was more likely than not a triggering event that occurred as of February 29, 2016 for the intangible assets related to the Apparel Segment, which consists solely of trademarks. As a result, we performed additional testing with respect to our Apparel Segment in connection with Accounting Standards Codification (“ASC”) 350 and ASC 360. The trademark/trade name impairment analysis was updated as of February 29, 2016, and it was determined that an impairment charge of $4.1 million was required as of that date. For our analysis of long-lived assets, undiscounted cash flow analysis was prepared with a probability weighing to the different cash flow streams based on the facts and circumstances that existed as of the balance sheet date. Based on the results of this analysis, management determined that there was no impairment for long-lived assets in the Apparel Segment as of February 29, 2016. Revenue is generally recognized upon shipment of products. Net sales consist of gross sales invoiced to customers, less certain related charges, including discounts, returns and other allowances. Returns, discounts and other allowances have historically been insignificant. In some cases and upon customer request, we print and store custom print product for customer specified future delivery, generally within twelve months. In this case, risk of loss from obsolescence passes to the customer, the customer is invoiced under normal credit terms and revenue is recognized when manufacturing is complete. Approximately $12.9 million, $13.7 million, and $13.7 million of revenue were recognized under these agreements during fiscal years ended February 29, 2016, February 28, 2015, and February 28, 2014, respectively. We maintain an allowance for doubtful receivables to reflect estimated losses resulting from the inability of customers to make required payments. On an on-going basis, we evaluate the collectability of accounts receivable based upon historical collection trends, current economic factors, and the assessment of the collectability of specific accounts. We evaluate the collectability of specific accounts using a combination of factors, including the age of the outstanding balances, evaluation of customers’ current and past financial condition and credit scores, recent payment history, current economic environment, discussions with our sales managers, and discussions with the customers directly. Our inventories are valued at the lower of cost or market. We regularly review inventory values on hand, using specific aging categories, and write down inventory deemed obsolete and/or slow-moving based on historical usage and estimated future usage to its estimated market value. As actual future demand or market conditions may vary from those projected by management, adjustments to inventory valuations may be required. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each jurisdiction in which we operate. This process involves estimating our actual current tax exposure together with assessing temporary differences resulting from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. We must then assess the likelihood that our deferred tax assets will be recovered based on our history of earnings expectations for future taxable income including taxable income in prior carry-back years, as well as future taxable income. To the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance, we must include an expense within the tax provision in the consolidated statements of earnings. In the event that actual results differ from these estimates, our provision for income taxes could be materially impacted. In addition to the above, we also have to make assessments as to the adequacy of our accrued liabilities, more specifically our liabilities recorded in connection with our workers compensation and health insurance, as these plans are self-funded. To help us in this evaluation process, we routinely get outside third-party assessments of our potential liabilities under each plan. In view of such uncertainties, investors should not place undue reliance on our forward-looking statements since such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. ### Results of Operations The discussion that follows provides information which we believe is relevant to an understanding of our results of operations and financial condition. The discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and notes thereto, which are incorporated herein by reference. This analysis is presented in the following sections: - *Consolidated Summary –* This section provides an overview of our consolidated results of operations for fiscal years 2016, 2015 and 2014. - *Segment Operating Results –* This section provides an analysis of our net sales, gross profit margin and operating income by segment. ### Consolidated Summary | Consolidated Statements of Operations – Data (Dollars in thousands, except share and per share amounts) | Fiscal Years Ended 2016 | | 2015 | | 2014 | | | --- | ---: | ---: | ---: | ---: | ---: | ---: | | Net sales | $568,973 | 100.0% | $580,240 | 100.0% | $542,442 | 100.0% | | Cost of goods sold | 416,234 | 73.2 | 434,764 | 74.9 | 398,649 | 73.5 | | Gross profit margin | 152,739 | 26.8 | 145,476 | 25.1 | 143,793 | 26.5 | | Selling, general and administrative | 92,792 | 16.3 | 89,926 | 15.5 | 86,677 | 16.0 | | Impairment of goodwill and trademarks | 4,130 | 0.7 | 93,324 | 16.1 | 24,226 | 4.5 | | Gain from disposal of assets | (479) | (0.1) | (58) | — | (274) | (0.1) | | Income (loss) from operations | 56,296 | 9.9 | (37,716) | (6.5) | 33,164 | 6.1 | | Other income (expense), net | 276 | — | (1,417) | (0.2) | (1,372) | (0.3) | | Earnings (loss) before income taxes | 56,572 | 9.9 | (39,133) | (6.7) | 31,792 | 5.8 | | Provision for income taxes | 20,836 | 3.7 | 5,400 | 1.0 | 18,603 | 3.4 | | Net earnings (loss) | $35,736 | 6.2% | $(44,533) | -7.7% | $13,189 | 2.4% | | **Proforma Earnings (Dollars in thousands,except share and per share amounts)** | | | | | | | | Income (loss) from operations – GAAP | $56,296 | 9.9% | $(37,716) | -6.5% | $33,164 | 6.1% | | Impairment charge | (4,130) | (0.7) | (93,324) | (16.1) | (24,226) | (4.5) | | Income from operations, pre-impairment | 60,426 | 10.6 | 55,608 | 9.6 | 57,390 | 10.6 | | Other income (expense), net | 276 | — | (1,417) | (0.2) | (1,372) | (0.3) | | Earnings before income taxes | 60,702 | 10.6 | 54,191 | 9.4 | 56,018 | 10.3 | | Provision for income taxes | 22,338 | 3.9 | 19,628 | 3.4 | 20,669 | 3.8 | | Net earnings, pre-impairment | $38,364 | 6.7% | $34,563 | 6.0% | $35,349 | 6.5% | | Weighted average common share outstanding | | | | | | | | Basic | 25,688,273 | | 25,864,352 | | 26,125,348 | | | Diluted | 25,722,367 | | 25,864,352 | | 26,146,325 | | | Earnings (loss) per share | | | | | | | | Basic | $1.39 | | $(1.72) | | $0.50 | | | Diluted | $1.39 | | $(1.72) | | $0.50 | | | Proforma earnings per share | | | | | | | | Basic | $1.49 | | $1.34 | | $1.35 | | | Diluted | $1.49 | | $1.34 | | $1.35 | | *Net Sales.* Our consolidated net sales decreased from $580.2 million for the fiscal year ended February 28, 2015 to $568.9 million for the fiscal year ended February 29, 2016, a decrease of 1.9%. Over the last year, our Print Segment sales increased $5.5 million, or 1.4%, while our Apparel Segment sales decreased by $16.9 million or 8.5%. The increase in our Print Segment sales related to the impact of our acquisitions, which added $28.7 million to our reported sales during the current year, but was offset by a decline in sales in our other print plants of $23.2 million. The sales of our Apparel Segment continued to be negatively impacted by the weak lower-end domestic retail environment and stricter adherence to selling price preservation. Increased international competition and international economic uncertainties put further strains on an already stressed domestic retail environment. Our consolidated net sales increased from $542.4 million for the fiscal year ended February 28, 2014 to $580.2 million for the fiscal year ended February 28, 2015, or an increase of 7.0%. The increase in our sales for the year related primarily to the additional sales associated with our Print Segment acquisition of Sovereign Business Forms, SSP, and Kay Toledo Tag, which added $58.3 million in Print sales for the period. *Cost of Goods Sold.* Our manufacturing costs decreased by $18.6 million from $434.8 million for fiscal year 2015 to $416.2 million for fiscal year 2016, or 4.3%. Our gross profit margin (net sales less cost of goods sold) increased from 25.1% for fiscal year 2015 to 26.8% for fiscal year 2016. Our Print Segment’s gross profit margin decreased slightly during the period from 30.3% for fiscal year 2015 to 30.1% for fiscal year 2016, while our Apparel Segment’s gross margin increased 470 basis points from 15.2% for fiscal year 2015 to 19.9% for fiscal year 2016 due to improving manufacturing efficiencies, relatively stable selling prices, and lower input costs during the period. Our manufacturing costs increased by $36.2 million from $398.6 million for fiscal year 2014 to $434.8 million for fiscal year 2015, or 9.1%. Our gross profit margin (net sales less cost of goods sold) decreased from 26.5% for fiscal year 2014 to 25.1% for fiscal year 2015. Our print gross profit margin increased during the period due to lower input costs and improved operational efficiencies, but this was offset by higher input and higher manufacturing costs due to lower production volumes and lower selling prices in the Apparel Segment. *Selling, general, and administrative expenses.* For fiscal year 2016, our selling, general, and administrative (“SG&A”) expenses increased approximately $2.9 million, or 3.2%, from $89.9 million, or 15.5% of sales for fiscal year 2015 to $92.8 million, or 16.3% of sales for fiscal year 2016. The increase in these expenses is primarily attributable to the impact of our acquisitions, Sovereign Business Forms, SSP, and Kay Toledo Tag. Once integrated, we expect to eliminate redundant legacy costs and expect that SG&A costs at these locations will be more in line with our historical norms. In addition, our SG&A expenses during the current year were impacted by additional medical costs associated with our self-insured medical programs due to utilization rates higher than above historical averages and increased bonus expense due to improved operational results. For fiscal year 2015, our SG&A expenses increased approximately $3.2 million, or 3.7% from $86.7 million, or 16.0% of sales for fiscal year 2014 to $89.9 million, or 15.5% of sales for fiscal year 2015. While on a percentage of sales basis our SG&A costs declined from 16.0% for fiscal year 2014 to 15.5% for fiscal year 2015, on a dollar basis, as noted above, these expenses increased $3.2 million year over year. The increase in these expenses was primarily attributable to the print acquisitions completed during last fiscal year which added approximately $3.0 million in expenses. This was offset by a reduction in our bad debt provision last fiscal year due to improving trends of approximately $1.7 million. *Impairment of goodwill and trademarks.* After conducting our fiscal year 2016 test, we determined there was no impairment in the Print Segment. However, due to the proposed sale of the Apparel Segment (reference is made to Item 1-“Business-Overview” on page 4 of this Report for further explanation), management considered whether a triggering event occurred for the intangible assets related to the Apparel Segment, which consists solely of trademarks. Management determined that a triggering event did occur as of February 29, 2016 as management deemed the sale of the business as more likely than not. The trademark/trade name impairment analysis was updated as of February 29, 2016 and it was determined that an impairment charge of $4.1 million was required as of that date (approximately 31% of the carrying value prior to such impairment charge). Management also determined that a triggering event occurred for long-lived assets in the Apparel Segment. An undiscounted cash flow analysis was prepared with a probability weighing to the different cash flow streams based on the facts and circumstances that existed as of the balance sheet date. Based on the results of this analysis, management determined that there was no impairment for long-lived assets in the Apparel Segment as of February 29, 2016. The goodwill impairment charge for fiscal year 2015 was primarily driven by continued marketplace pricing pressures and the challenging retail environment, which further negatively impacted our forecasted cash flows for our Apparel Segment. During the preparation of the annual impairment analysis there were indicators that an impairment may exist with respect to our Apparel Segment. As a result, after conducting our annual impairment testing and step two analysis relating to our Apparel Segment, we determined that an estimated impairment charge of $93.3 million, or approximately 88% (comprised of a $55.9 million, or 100% charge to goodwill and a $37.4 million, or approximately 74% charge to trademarks) was required to reduce the carrying values of the reporting unit assets to their fair values. *Gain from disposal of assets.* The gain from disposal of assets of $0.5 million for fiscal year 2016 related primarily to the sale of an unused manufacturing facility, as well as unused manufacturing equipment. The gain from disposal of assets of $58,000 for fiscal year 2015 related primarily to the sale of unused manufacturing equipment. *Income (loss) from operations.* Our income (loss) from operations for fiscal year 2016 was $56.3 million or 9.9% of sales, as compared to $(37.7) million, or (6.5)% of sales for fiscal year 2015. The increase in our income from operations during fiscal year 2016 resulted primarily from the impact of our recent acquisitions in our Print Segment and improving operational performance of our Apparel Segment. Excluding the impairment charges in fiscal years 2016 and 2015, our Non-GAAP income from operations would have been $60.4 million, or 10.6% of sales, and $55.6 million, or 9.6% of sales, respectively. Our income (loss) from operations for fiscal year 2015 was $(37.7) million or (6.5)% of sales, as compared to $33.2 million, or 6.1% of sales for fiscal year 2014. The decrease in our income (loss) from operations during fiscal year 2015 resulted primarily from the non-cash impairment charge of $93.3 million to goodwill and trademarks. Excluding the impairment charges in both fiscal years 2015 and 2014, our Non-GAAP income from operations would have been $55.6 million, or 9.6% of sales for fiscal year 2015 and $57.4 million, or 10.6% of sales for fiscal year 2014. *Other income and expense.* Other income and expense increased from expense of $1.4 million for fiscal year 2015 to $0.3 million income for fiscal year 2016. Foreign currency gain/loss expense increased by $1.0 million from $0.7 million currency gain for fiscal year 2015 to $1.7 million gain for fiscal year 2016. In addition, interest expense decreased $0.7 million from $2.0 million to $1.3 million for fiscal years 2015 and 2016, respectively. The decrease in our interest expense in fiscal year 2016 over fiscal year 2015 was attributable to less debt outstanding during the period. Interest expense was $1.3 million, $2.0 million, and $1.3 million for fiscal years 2016, 2015 and 2014, respectively. *Provision for income taxes.* Our effective tax rates for fiscal years 2016, 2015, and 2014 were 36.8%, (13.8)%, and 58.5%, respectively. The fluctuations in our effective tax rate for the indicated fiscal years was due to the impact of non-deductible goodwill impairment charges of $55.9 million and $18.6 million in fiscal years 2015, and 2014 and a trademarks impairment charge of $37.4 million in fiscal year 2015. *Net earnings.* Due to the above factors, our net earnings (loss) increased from $(44.5) million, or (7.7)% of sales, for fiscal year 2015 to $35.7 million, or 6.3% of sales, for fiscal year 2016. Basic and diluted earnings (loss) per share increased from a loss of $(1.72) per share for fiscal year 2015 to earnings of $1.39 per share for fiscal year 2016. Excluding the impairment charge in fiscal year 2016 relating to our Apparel Segment, our earnings would have been approximately $38.4 million, or $1.49 per diluted share, compared to a pre-impairment diluted earnings per share of $1.34 for fiscal 2015. Our net earnings (loss) decreased from $13.2 million, or 2.4% of sales for fiscal year 2014, to a loss of $(44.5) million, or (7.7)% of sales for fiscal year 2015. Basic and diluted earnings (loss) per share decreased from earnings of $0.50 per share for fiscal year 2014 to a loss of $(1.72) per share for fiscal year 2015. Excluding the impairment charges in both fiscal year 2015 and 2014 relating to our Apparel Segment, our earnings would have been approximately $34.6 million, or $1.34 per diluted share for fiscal 2015 as compared to $35.3 million or $1.35 per diluted share for fiscal 2014. ### Segment Operating Results | Net Sales by Segment (in thousands) | Fiscal Years Ended 2016 | 2015 | 2014 | | --- | ---: | ---: | ---: | | Print | $385,946 | $380,379 | $339,947 | | Apparel | 183,027 | 199,861 | 202,495 | | Total | $568,973 | $580,240 | $542,442 | ***Print Segment***. The Print Segment net sales represented 68%, 66%, and 63% of our consolidated net sales for fiscal years 2016, 2015, and 2014, respectively. Our Net sales in our Print Segment increased by $5.5 million, or 1.4%, in fiscal year 2016 from $380.4 million in fiscal year 2015 to $385.9 million in fiscal year 2016. The increase in our Print Segment’s sales for the year was a result of our recent acquisitions, which added approximately $28.7 million in sales. This increase was offset by a net decline of $23.2 million in sales at our other locations due to the continued decline of industry revenues and the general economic environment. Our Net sales in our Print Segment increased by $40.5 million, or 11.9%, in fiscal year 2015 from $339.9 million in fiscal year 2014 to $380.4 million in fiscal year 2015. The increase in our Print Segment sales for the year was as a result of our acquisitions of Sovereign Business Forms, SSP, and Kay Toledo Tag, which added approximately $58.3 million in sales. This increase was offset by a net decline of $17.8 million in sales at our other locations due to normal print attrition, winter weather dynamics, and overall an anemic broad-based economic environment. ***Apparel Segment***. The Apparel Segment net sales represented 32%, 34%, and 37% of our consolidated net sales for fiscal years 2016, 2015, and 2014, respectively. Our Net sales in our Apparel Segment decreased by $16.9 million, or 8.5%, from $199.9 million for fiscal year 2015 to $183.0 million for fiscal year 2016. Overall our Apparel Segment sales continues to be impacted by the rather anemic lower-end domestic retail environment, competitor’s pricing pressures, international competition due to relaxed import restrictions, and maintenance of our selling prices during the year. This strict adherence to maintaining our selling prices, while impacting our top-line revenue, enabled us to realize our improving operational efficiencies and lower input costs in our gross profit and operating margins during the year. Our fiscal year 2015 Net sales in our Apparel Segment decreased by $2.6 million, or 1.3%, over fiscal year 2014. Our Apparel Segment unit volume was up 0.5% for fiscal 2015, which was offset by a decline in our average selling price of 1.3% for the year. Apparel Segment sales were impacted by a rather anemic non-broad based domestic economic recovery, which impacted the lower domestic retail environment. In addition, increased international competition due to relaxed import restrictions and favorable trade agreements increased the competitive landscape of an already competitive domestic retail marketplace. This environment made it extremely difficult for us to grow sales at reasonable costs and to raise selling prices to offset any increases in our input costs. | Gross Profit by Segment (in thousands) | Fiscal Years Ended 2016 | 2015 | 2014 | | --- | ---: | ---: | ---: | | Print | $116,310 | $115,071 | $101,040 | | Apparel | 36,429 | 30,405 | 42,753 | | Total | $152,739 | $145,476 | $143,793 | ***Print Segment.*** Our Print Segment’s gross profit margin (“Print Margin”), as a percent of sales, was 30.1%, 30.3%, and 29.7% for fiscal years 2016, 2015, and 2014, respectively. Our Print Margin increased $1.2 million from $115.1 million in fiscal year 2015, or 30.3% of net sales, to $116.3 million in fiscal year 2016, or 30.1% of net sales. Our Print Margin increased $14.1 million from $101.0 million in fiscal year 2014, or 29.7% of net sales, to $115.1 million in fiscal year 2015, or 30.3% of net sales. Our Print Margin increased on a dollar basis in fiscal year 2016 compared to fiscal year 2015, however, decreased slightly on a percentage basis. We have continued to see improvement in our Print Margin, which relates primarily to our continued ability to drive out operational costs at our acquisition plants after we have converted them to our enterprise resource systems and into our planning processes. While many times we have brought significant costs savings initially, additional costs savings are generally realized for years to come as our systems are integrated and personnel at the acquired plants become more adept at using the operational information provided. For current fiscal year, during the most recent quarter, our Print Margins were negatively impacted by the costs associated with moving one of our folder operations from Omaha, Nebraska to Columbus, Kansas. This move was precipitated by the owner’s desire to sell the facility. During the quarter, we incurred approximately $750,000 of costs associated with the move and set-up and incurred an additional amount of approximately $1.0 million in inefficiencies associated with starting up a new location and training new employees. We feel we are well along in the process, but the negative overhang associated with the aforementioned will continue to be with us for at least a couple quarters to come. This transition also impacted our folder sales during this period by approximately $1.0 million, and lower sales out of this unit can probably be expected to continue for the next several quarters until their efficiency rates reach the levels previously being achieved by the Omaha, Nebraska facility. ***Apparel Segment***. Our Apparel Segment’s gross profit margin (“Apparel Margin”), as a percent of sales, was 19.9%, 15.2%, and 21.1%, for fiscal years 2016, 2015, and 2014, respectively. Our Apparel Margin increased $6.0 million from $30.4 million in fiscal year 2015, or 15.2% of net sales, to $36.4 million in fiscal year 2016, or 19.9% of net sales. Our Apparel Margin has been positively impacted by lower input costs, mainly of cotton, improving manufacturing efficiencies, and maintaining of our selling prices, which resulted in the Apparel Segment showing Apparel Margin improvements of 470 basis points over the previous year’s results. We experienced fewer raw material quality and fabric production issues during the current period than in years past resulting in a much higher first quality percentage. These factors were the main drivers for our operational improvements during the period. Our Apparel Margin decreased $12.5 million from $42.8 million in fiscal year 2014, or 21.1% of net sales, to $30.4 million in fiscal year 2015, or 15.2% of net sales. Our Apparel Margin was negatively impacted by higher input costs associated with dyes and chemicals throughout most of the year, lower selling prices due to continued marketplace selling pressures, lower manufacturing efficiencies due to lower production volumes, and the introduction of new manufactured products relating to new sales initiatives with lower production efficiencies than those of mature products. | Profit (loss) by Segment (in thousands) | Fiscal Years Ended 2016 | 2015 | 2014 | | --- | ---: | ---: | ---: | | Print | $65,379 | $66,374 | $57,390 | | Apparel | 9,430 | (89,632) | (9,467) | | Total | 74,809 | (23,258) | 47,923 | | Less corporate expenses | 18,237 | 15,875 | 16,131 | | **Earnings (loss) before income taxes** | $56,572 | $(39,133) | $31,792 | ***Print Segment***. As a percent of sales, our Print Segment’s profits (“Print Profit”) were 16.9%, 17.4%, and 16.9% for fiscal years 2016, 2015, and 2014, respectively. Our Print Profit decreased slightly for fiscal year 2016 from $66.4 million in fiscal year 2015 to $65.4 million in fiscal year 2016. Our Print Profit increased for fiscal year 2015 from $57.4 million in fiscal year 2014 to $66.4 million in fiscal year 2015. This related primarily to the addition of our fiscal year 2015 acquisitions. Our Print Profit for the current year were negatively impacted by the move of Omaha, Nebraska folder operations to Columbus, Kanas during the fourth quarter. We estimated that this move impacted our Print Profits by approximately $1.7 million to $2.0 million for the year. In addition, we incurred a one-time earn-out expense of $750,000 associated with the SSP/Kay Toledo acquisition in the fourth quarter. Without these impacts, our Print Profit would have been approximately $67.8 million to $68.1 million, or 17.6% to 17.7% of sales for the fiscal year ended February 29, 2016 as compared to $66.4 million and 17.4% for fiscal year 2015. See discussion under “Gross Profit by Segment-Print Segment” above for further discussion on the Omaha, Nebraska folder operations move. ***Apparel Segment.*** As a percent of sales, our Apparel Segment’s profits (loss) (“Apparel Profit”) were 5.2%, (44.8)%, and (4.7)% for fiscal years 2016, 2015, and 2014, respectively. Our Apparel Profit increased for fiscal year 2016 from $(89.6) million in fiscal year 2015 to $9.4 million in fiscal year 2016. In fiscal year 2016, we recorded a non-cash impairment charge of $4.1 million, or approximately 31%, to the Apparel Segment’s trademarks. In fiscal year 2015, we recorded a non-cash impairment charge of $93.3 million (comprised of a $55.9 million, or 100% of the remaining value of our recorded Apparel Segment’s goodwill and a $37.4 million, or approximately 74% charge to our Apparel Segment’s trademarks value). In fiscal year 2014, we recorded a non-cash impairment charge of $24.2 million ($18.6 million to the value of our Apparel Segment’s goodwill and $5.6 million to the value of our Apparel Segment’s trademarks). Our Apparel Profits, absent these charges in fiscal years 2016, 2015, and 2014 would have been as follows: $13.6 million for fiscal 2016, $3.7 million for fiscal 2015, and $14.7 million for fiscal 2014. As a percent of sales, our Apparel Segment’s pre-impairment profits were 7.4%, 1.8%, and 7.3% for fiscal years 2016, 2015, and 2014, respectively. Our Apparel Segment continues to be impacted by the rather weak lower-end domestic retail environment, marketplace pricing pressures, and increased international competition due to relaxed import restrictions. However, the stability in our selling prices over the period, due to our strict adherence to the maintenance of selling prices, has allowed us to recognize the full benefit of our lower input costs and improved manufacturing efficiencies in our operational results this year. ### Liquidity and Capital Resources *(Dollars in thousands)* | | Fiscal Years Ended 2016 | 2015 | | --- | ---: | ---: | | Working Capital | $138,575 | $176,295 | | Cash | $10,425 | $15,346 | ***Working Capital.*** Our working capital decreased by approximately $37.7 million, or 21.4%, from $176.3 million at February 28, 2015 to $138.6 million at February 29, 2016. Our current ratio, calculated by dividing our current assets by our current liabilities, decreased from 5.4-to-1.0 for fiscal year 2015 to 4.4-to-1.0 for fiscal year 2016. The decrease in our working capital related primarily to a decrease in our cash of $4.9 million, a decrease in our trade receivables of $8.0 million, a decrease in our prepaid expenses of $5.4 million and a decrease in our inventory of $19.5 million (decrease of $18.3 million in our apparel inventory). We used the additional working capital during the year to pay down our long term debt by $66.5 million during the year, which reduced our total debt to equity ratio (total liabilities / total shareholders’ equity) from 0.59 to 1.0 at February 28, 2015 to 0.31 to 1.0 at February 29, 2016. ### Cash Flow Components *(Dollars in thousands)* | | Fiscal Years Ended 2016 | 2015 | 2014 | | --- | ---: | ---: | ---: | | Net Cash provided by operating activities | $87,163 | $65,269 | $35,755 | | Net Cash used in investing activities | $(4,116) | $(29,410) | $(65,511) | | Net Cash provided by (used in) financing activities | $(84,590) | $(24,277) | $32,508 | ***Cash flows from operating activities.*** Net cash provided by operating activities was $87.2 million for fiscal 2016 compared to $65.3 million for fiscal year 2015 and $32.8 million for fiscal year 2014, or an increase of $21.9 million in 2016 and an increase of $32.5 million in 2015 over the previous period. The increase in cash provided during fiscal year 2016 related primarily from: (i) $2.9 million more in cash provided through the collection of accounts receivable, (ii) $6.1 million more in cash provided through the reduction of our inventories, (iii) $7.9 million more cash provided through the reduction of our prepaid expenses, and (iv) $3.8 million more in cash provided through the increase of our accounts payable and other accrued expenses. The increase in cash provided during fiscal year 2015 related primarily from: (i) $5.7 million more in cash provided through the collection of accounts receivable and (ii) $29.3 million in less cash used through the reduction of our inventories. Cash provided in fiscal year 2015 was offset by an increase of our prepaid expenses during the year of $6.4 million. ***Cash flows from investing activities.*** Net cash used in investing activities was $4.1 million in fiscal year 2016, primarily resulting from: (i) capital expenditures of $4.8 million and (ii) $0.3 million of cash consideration paid for the acquisition of CMC Group, Inc. These uses were offset in part by the proceeds received from the sale of property, plant, and equipment during the period. Net cash used in investing activities was $29.4 million in fiscal year 2015, primarily resulting from: (i) $27.1 million of cash consideration paid for the acquisitions of Sovereign and Kay Toledo; and (ii) capital expenditures of $2.5 million. These uses were offset in part by the proceeds received from the sale of property, plant, and equipment during the period. ***Cash flows from financing activities.*** Net cash used in financing activities was $84.6 million in fiscal year 2016 compared to $24.3 million used in fiscal year 2015, or an increase of $60.3 million. In fiscal year 2016, we paid down our debt by $66.5 million compared to $25.0 million paid down in fiscal year 2015. We also used $18.0 million in cash for dividends. Net cash used by financing activities was $24.3 million in fiscal year 2015 compared to cash provided of $32.5 million in fiscal year 2014, or a net change of $56.8 million. During fiscal year 2015, we borrowed net cash of $1.0 from our revolving credit facility (borrowed an additional $26.0 million and paid down $25.0 million). We used $18.2 million in cash for dividends. In addition, we repurchased $7.0 million of our common stock under the board-approved repurchase program as compared to $1.8 million repurchased in fiscal year 2014. ***Stock Repurchase –*** On October 20, 2008, the Board of Directors authorized the repurchase of up to $5.0 million of our common stock through a stock repurchase program. Under the Board-approved repurchase program, share purchases may be made from time to time in the open market or through privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such purchases, if any, will be made in accordance with applicable insider trading and other securities laws and regulations. These repurchases may be commenced or suspended at any time or from time to time without prior notice. The Board increased the authorized amount available to repurchase our shares by an additional $5.0 million on April 20, 2012 and by another $10.0 million on December 19, 2014. There were no repurchases of common stock during fiscal year 2016 and there have been 718,511 common shares repurchased under the program since its inception at an average price of $13.74 per share. There is currently $10.1 million available to repurchase the Company’s common stock under the program. ***Credit Facility –*** On September 19, 2013, we entered into the Third Amendment and Consent to Second Amended and Restated Credit Agreement (the “Agreement”) with a syndicate of lenders led by Bank of America, N.A. (the “Facility”). The Amendment amends and restates the financial covenant relating to Minimum Tangible Net Worth. The amended covenant requires a Minimum Tangible Net Worth of $100 million, with step-ups equal to 25% of consolidated net income. The Facility provides us access to $150.0 million in revolving credit, which we may increase to $200.0 million in certain circumstances, and matures on August 18, 2016. During the period, we received a binding commitment from our primary lender to extend the maturity date on the above Facility to August 19, 2017 for an amount in excess of the amount outstanding under the same terms and conditions. The Facility bears interest at the London Interbank Offered Rate (“LIBOR”) plus a spread ranging from 1.0% to 2.25%, or 1.76% (LIBOR + 1.25%) at February 29, 2016 and 1.75% (LIBOR + 1.5%) at February 28, 2015, depending on our ratio of total funded debt to the sum of net earnings plus interest, tax, depreciation, and amortization (“EBITDA”). As of February 29, 2016, we had $40.0 million of borrowings under the revolving credit line and $2.1 million outstanding under standby letters of credit arrangements, leaving us availability of approximately $107.9 million. The Facility contains financial covenants, including restrictions on capital expenditures, acquisitions, asset dispositions, and additional debt, as well as other customary covenants, such as our minimum tangible equity level and total funded debt to EBITDA ratio. We were in compliance with all these covenants as of February 29, 2016. The Facility is secured by substantially all of our domestic assets as well as all capital securities of each of the Company’s U.S. subsidiaries and 65% of all capital securities of each of the Company’s direct foreign subsidiaries. During fiscal year 2016, we paid down an additional $66.5 million on the revolving credit line. It is anticipated that the available line of credit is sufficient to cover, should it be required, our working capital needs for the foreseeable future. ***Pension Plan –*** We are required to make contributions to our Pension Plan. These contributions are required under the minimum funding requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). Due to the recent enactment of the Moving Ahead for Progress in the 21st Century (“MAP-21”) in July 2012, 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. Prior to MAP-21, the discount rate used in measuring the pension liability was based on the 24-month average of interest rates. We anticipate that we will contribute from $2.0 million to $3.0 million during fiscal year 2017. We made contributions of $3.0 million to our Pension Plan during each of our last three fiscal years. As our Pension Plan assets are invested in marketable securities, fluctuations in market values could potentially impact our funded status, associated liabilities recorded, and future required minimum contributions. At February 29, 2016, we had an unfunded pension liability recorded on our balance sheet of $8.7 million. During the current fiscal year we increased the discount rate we used to calculate our pension liability from 4.0% last year to 4.3% this year, which decreased our recorded pension liability by approximately $2.9 million (each 10 basis point change in the discount rate potentially impacts our computed pension liability by approximately $900,000). In addition, we adopted the new MP-2015 mortality improvement scale associated with the RP-2014 mortality tables (which were adopted last year), which further reduced our recorded pension liability by approximately $1.6 million. The updated mortality improvement scale MP-2015 reflects slightly lower projected mortality experience improvement in the future compared to the previous scale MP-2014 utilized in last year’s valuation of liabilities. ***Inventories –*** We believe our current inventory levels are sufficient to satisfy our customer demands and we anticipate having adequate sources of raw materials to meet future business requirements. We have long-term contracts in effect with paper and yarn suppliers that govern prices, but do not require minimum purchase commitments. Certain of our rebate programs do, however, require minimum purchase volumes. Management anticipates meeting the required volumes. ***Capital Expenditures –*** We expect our capital expenditure requirements for fiscal year 2017, exclusive of capital required for possible acquisitions, will be in line with our historical levels of between $4.0 million and $5.0 million. We expect to fund these expenditures through existing cash flows. 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 & Off-Balance Sheet Arrangements –*** There have been no significant changes in our contractual obligations since February 28, 2015 that have, or are reasonably likely to have, a material impact on our results of operations or financial condition. We had no off-balance sheet arrangements in place as of February 29, 2016. The following table represents our contractual commitments as of February 29, 2016 (in thousands). | Debt: | Total | 2017 | 2018 | 2019 | 2020 | 2021 to 2026 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | | Revolving credit facility | $40,000 | $— | $40,000 | $— | $— | $— | | **Other contractual commitments:** | | | | | | | | Estimated pension benefit payments | 34,200 | 3,200 | 3,800 | 2,700 | 3,400 | 21,100 | | Letters of credit | 2,054 | 2,054 | — | — | — | — | | Operating leases | 16,294 | 5,976 | 3,892 | 2,460 | 2,244 | 1,722 | | Total other contractual commitments | 52,548 | 11,230 | 7,692 | 5,160 | 5,644 | 22,822 | | Total | $92,548 | $11,230 | $47,692 | $5,160 | $5,644 | $22,822 | Subsequent to February 29, 2016 and through May 11, 2016, we paid down an additional $5.0 million on our revolving credit facility. We expect future interest payments of $0.4 million for next fiscal year through February 28, 2017, and $0.2 million for fiscal year ending February 28, 2018, assuming interest rates and debt levels remain the same throughout the remaining term of the facility. ## Market risk As filed, 2,003 characters. ### Market Risk ### Interest Rates We are exposed to interest rate risk on short-term and long-term financial instruments carrying variable interest rates. We may from time to time utilize interest rate swaps to manage overall borrowing costs and reduce exposure to adverse fluctuations in interest rates. We do not use derivative instruments for trading purposes. Our variable rate financial instruments totaled $40.0 million at February 29, 2016 and is subject to fluctuations in the LIBOR rate. The impact on our results of operations of a one-point interest rate change on the outstanding balance of the variable rate financial instruments as of February 29, 2016 would be approximately $0.4 million. ### Foreign Exchange We have global operations and thus make investments and enter into transactions in various foreign currencies. The value of our consolidated assets and liabilities located outside the United States (translated at period end exchange rates) and income and expenses (translated using average rates prevailing during the period), generally denominated in Pesos and Canadian Dollars, are affected by the translation into our reporting currency (the U.S. Dollar). Such translation adjustments are reported as a separate component of consolidated statements of comprehensive income. In future periods, foreign exchange rate fluctuations could have an increased impact on our reported results of operations. A sensitivity analysis to changes in the value of U.S. dollar on foreign currency denominated investments and monetary assets and liabilities indicated that if the U.S. dollar uniformly strengthened by 10% against all currency exposures of the Company at February 29, 2016, the decrease in fair value and results of operations would be approximately $0.3 million. 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, 3,819 characters. ### Disclosure Controls and Procedures A review and evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as amended (the “Exchange Act”)) as of February 29, 2016. Based upon that review and evaluation, we have concluded that our disclosure controls and procedures were effective as of February 29, 2016. ### Management’s Report on Internal Control over Financial Reporting The financial statements, financial analysis and all other information in this Annual Report on Form 10-K were prepared by management, who is responsible for their integrity and objectivity and for establishing and maintaining adequate internal controls over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that: i. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; ii. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and iii. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or dispositions of the Company’s assets that could have a material effect on the financial statements. There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal controls may vary over time. Management assessed the design and effectiveness of the Company’s internal control over financial reporting as of February 29, 2016. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 *Internal Control—Integrated Framework (“*2013 COSO framework”). Based on management’s assessment using those criteria, we believe that, as of February 29, 2016, the Company’s internal control over financial reporting is effective. ### Changes in Internal Controls There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Grant Thornton LLP, an independent registered public accounting firm, has audited the consolidated financial statements of the Company for the fiscal year ended February 29, 2016 and has attested to the effectiveness of the Company’s internal control over financial reporting as of February 29, 2016. Their report on the effectiveness of internal control over financial reporting is presented on page F-3 of this Annual Report on Form 10-K. Filed May 11, 2016. Source: SEC EDGAR, the filing index for accession 0001193125-16-587329. Last ingested by Listed: Oct 24, 2026, 14:52 ET. No prices; not investment advice.