# Ennis, Inc.: Form 10-Q for the period ended Aug 31, 2018

- Company: [Ennis, Inc.](/companies/ebf.md) (CIK 33002)
- Form: 10-Q
- Filed: 2018-10-05
- Accepted by EDGAR: Oct 5, 2018, 16:10 ET
- Period: 2018-08-31
- Accession: 0001564590-18-024009
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/33002/000156459018024009/ebf-10q_20180831.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/33002/000156459018024009/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2018-08-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2018-06-01 to 2018-08-31 | $98.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2018-03-01 to 2018-08-31 | $192.0m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2018-06-01 to 2018-08-31 | $68.3m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2018-03-01 to 2018-08-31 | $131.5m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2018-06-01 to 2018-08-31 | $30.3m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2018-03-01 to 2018-08-31 | $60.5m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2018-06-01 to 2018-08-31 | $17.6m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2018-03-01 to 2018-08-31 | $35.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2018-06-01 to 2018-08-31 | $12.8m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2018-03-01 to 2018-08-31 | $25.2m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2018-06-01 to 2018-08-31 | $287.0k | us-gaap:InterestExpense |
| Interest expense | 6 months, 2018-03-01 to 2018-08-31 | $548.0k | us-gaap:InterestExpense |
| Income tax | 3 months, 2018-06-01 to 2018-08-31 | $3.2m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2018-03-01 to 2018-08-31 | $6.3m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2018-06-01 to 2018-08-31 | $9.6m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2018-03-01 to 2018-08-31 | $18.8m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2018-06-01 to 2018-08-31 | $0.37 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2018-03-01 to 2018-08-31 | $0.74 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2018-06-01 to 2018-08-31 | $0.37 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2018-03-01 to 2018-08-31 | $0.74 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2018-06-01 to 2018-08-31 | 25,685,514 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2018-03-01 to 2018-08-31 | 25,522,831 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2018-03-01 to 2018-08-31 | $24.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2018-03-01 to 2018-08-31 | $2.5m | us-gaap:PaymentsToAcquireProductiveAssets |
| Dividends paid | 6 months, 2018-03-01 to 2018-08-31 | $10.8m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 6 months, 2018-03-01 to 2018-08-31 | $680.0k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2018-08-31 | $79.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2018-08-31 | $159.7m | us-gaap:AssetsCurrent |
| Total assets | at 2018-08-31 | $362.4m | us-gaap:Assets |
| Current liabilities | at 2018-08-31 | $32.0m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2018-08-31 | $75.9m | us-gaap:Liabilities |
| Long-term debt | at 2018-08-31 | $30.0m | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2018-08-31 | $286.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 37,454 characters.

### Overview

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

On July 31, 2018, the Company issued an aggregate of 829,126 shares of common stock of the Company, par value $2.50 per share (the “Shares”), to the former stockholders of Wright Business Forms, Inc., d/b/a Wright Business Graphics (“Wright” or “WBG”), as partial consideration for the acquisition by the Company of all of the outstanding equity interests of WBG by way of a merger of a wholly-owned subsidiary of the Company with and into WBG pursuant to the Agreement and Plan of Merger, dated July 16, 2018 (the “Merger Agreement”). The Shares paid to the former stockholders of WBG represent aggregate consideration under the Merger Agreement equal to approximately $16.2 million. An additional $19.7 million was paid in cash to the stockholders of Wright, subject to a final working capital adjustment, and $2.6 million was paid to pay-off outstanding debt. The sale of the Shares was exempt from registration pursuant to Section 4(a)(2) under the Securities Act of 1993, as amended, and Regulation D promulgated thereunder. The goodwill recognized as a part of this merger is not deductible for tax purposes. Wright is a printing company headquartered in Portland, Oregon with additional locations in Washington and California. The business produces forms, pressure seal, packaging, direct mail, checks, statement processing and commercial printing and sells mainly through distributors and resellers. Wright, which generated approximately $58.0 million in sales for its fiscal year ended March 31, 2018, will continue to operate under its respective brand names.

On April 30, 2018, we acquired the assets of Allen-Bailey Tag & Label (“ABTL”), a tag and label operation located in New York, for $4.7 million in cash plus the assumption of trade payables, subject to a working capital adjustment. In addition, contingent consideration of up to $500,000 is payable to the sellers if certain sales levels are maintained over the next three years. On July 7, 2017, we acquired the assets of a tag operation located in Ohio for $1.4 million in cash plus the assumption of certain accrued liabilities. Management considers both of these acquisitions immaterial.

### Business Overview

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

We are in the business of manufacturing, designing, and selling business forms and other printed business products primarily to distributors located in the United States. We operate 60 manufacturing plants throughout the United States in 21 strategically located states. Approximately 95% of the business products manufactured are custom and semi-custom products, constructed in a wide variety of sizes, colors, number of parts, and quantities on an individual job basis, depending upon the customers’ specifications.

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

We sell predominantly through private printers and independent distributors, as well as to many of our competitors. Northstar Computer Forms, Inc., a wholly-owned subsidiary, also sells direct to a small number of customers, generally large banking organizations (where a distributor is not acceptable or available to the end-user). Adams McClure, LP, a wholly-owned subsidiary, also sells direct to a small number of customers, where sales are generally through advertising agencies.

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

There are a number of competitors that operate in this segment, ranging in size from single employee-owned 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 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 factors in quarterly volume fluctuations.

### Business Challenges

We are engaged in an industry experiencing consolidation of some of our traditional channels, product obsolescence, paper supplier capacity adjustments, and increased pricing and potential supply allocations due to demand/supply curve imbalance. Technology advances have made electronic distribution of documents, internet hosting, digital printing and print-on-demand valid, cost-effective alternatives to traditional custom-printed documents and customer communications. Improved equipment has become more accessible to our competitors due to the continued low interest rate environment. We face highly competitive conditions throughout the supply chain in an already over-supplied, price-competitive print industry. The challenges of our business include the following:

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

**Production capacity and price competition within our industry –** The strong dollar during the first half of fiscal year 2018 attracted cheaper material into the United States, notwithstanding the imposition of trade tariffs, which impaired the price advantage larger suppliers had over smaller competitors and helped to maintain pricing. However, with the subsequent weakening of the dollar, the price advantage of foreign imports has for the most part dissipated which has led to lower volumes of imported paper and an increase in domestic exports. Meanwhile, a significant amount of capacity has come out of the market, either planned or unplanned, as through the bankruptcy filing of several mills. In addition, some mills moved capacity formerly used for coated production to uncoated production due to their ability to get higher margins on these products. Even with shrinking demand, this has led to a supply/demand imbalance with most mills running in excess of 90% of capacity across all grades. At this level, suppliers have historically raised prices in the marketplace. Increases are being experienced across all facets of the manufacturing process, from raw materials to supplies. Tight supply conditions have led to multiple price increases for raw materials over the last eight months. In the past, price increases have been less frequent which allowed manufacturers to make pricing adjustments in a timely manner. The size and number of increases this year have impacted manufacturer’s ability to timely pass the required price adjustment to the end users. Besides the foregoing, some paper grades are being placed on allocations given the tight supply environment. We believe given our long-term relationship with our major paper supplier, our financial strength and our size, we should be able to avoid any potential disruptions in our supply chain. While we don’t foresee these challenges changing in the short-term, we do expect pricing and costs in the marketplace to normalize over the long-term. Until then, manufacturer’s margins will be negatively impacted. Given the current environment, it will be more important than ever for us to continue to focus on effectively managing and controlling our product costs so we are able to minimize these effects on our operational results. We will continue to accomplish this through the use of forecasting, production and costing models, as well as working closely with our domestic suppliers to reduce our procurement costs. In addition, we will continue to look for ways to reduce, as well as leverage our fixed costs. As always, some of these negative factors are cyclical and we will continue to focus on maintaining our margins when these negative factors swing the other way.

**Continued consolidation of our customers –** Our customers, who are distributors, are consolidating or are being acquired by competitors. As such, they demand better pricing and services, or they are required to relocate 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.

### Cautionary Statements Regarding Forward Looking Statements

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

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

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

We believe these forward-looking statements are based upon reasonable assumptions. All such statements involve risks and uncertainties, and as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including but not limited to, general economic, business and labor conditions and the potential impact on our operations; our ability to implement our strategic initiatives and control our operational costs; dependence on a limited number of key suppliers; our ability to recover the rising cost of raw materials and other costs (i.e., energy, freight, labor, benefit costs, etc.) in markets that are highly price competitive and volatile; our ability to timely or adequately respond to technological changes in the industry; the impact of the Internet and other electronic media on the demand for forms and printed materials; the impact of foreign competition; changes in economic conditions; customer credit risk; competitors’ pricing strategies; a decline in business volume and profitability could result in an impairment in our reported goodwill negatively impacting our operational results; our ability to retain key management personnel; our ability to identify, manage or integrate acquisitions; and changes in government regulations. In addition to the factors indicated above, you should carefully consider the risks described in and incorporated by reference herein and in the risk factors in our Annual Report on Form 10-K for the fiscal year ended February 28, 2018 before making an investment in our common stock.

### Critical Accounting Policies and Estimates

In preparing our consolidated financial statements, we are required to make estimates and assumptions that affect the disclosures and reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates and judgments on an ongoing basis, including those related to allowance for doubtful receivables, inventory valuations, property, plant and equipment, intangible assets, pension plan obligations, accrued liabilities and income taxes. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We believe our accounting policies related to the aforementioned items are the most critical due to their effect on our more significant estimates and judgments used in preparation of our consolidated financial statements. For additional information, reference is made to the Critical Accounting Policies and Estimates section of our Annual Report on Form 10-K for the fiscal year ended February 28, 2018.

### 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. The operating results of the Company for the three and six months ended August 31, 2018 and the comparative periods for 2017 are set forth in the unaudited consolidated financial information included in the tables below.

### Consolidated Summary

*Unaudited Consolidated Statements of*

| Operations - Data (in thousands) | Three Months Ended August 31, 2018 |  | 2017 |  | Six Months Ended August 31, 2018 |  | 2017 |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net sales | $98,591 | 100.0% | $94,887 | 100.0% | $192,010 | 100.0% | $189,477 | 100.0% |
| Cost of goods sold | 68,268 | 69.2 | 64,028 | 67.5 | 131,496 | 68.5 | 128,626 | 67.9 |
| Gross profit margin | 30,323 | 30.8 | 30,859 | 32.5 | 60,514 | 31.5 | 60,851 | 32.1 |
| Selling, general and administrative | 17,567 | 17.9 | 17,038 | 18.0 | 35,302 | 18.4 | 34,354 | 18.1 |
| (Gain) loss from disposal of assets | (2) | — | 48 | — | (6) | — | 63 | — |
| Income from operations | 12,758 | 12.9 | 13,773 | 14.5 | 25,218 | 13.1 | 26,434 | 14.0 |
| Other expense | (2) | — | (217) | (0.2) | (133) | — | (523) | (0.3) |
| Earnings before income taxes | 12,756 | 12.9 | 13,556 | 14.3 | 25,085 | 13.1 | 25,911 | 13.7 |
| Provision for income taxes | 3,189 | 3.2 | 5,016 | 5.3 | 6,271 | 3.3 | 9,587 | 5.1 |
| Net earnings | $9,567 | 9.7% | $8,540 | 9.0% | $18,814 | 9.8% | $16,324 | 8.6% |

### Three months ended August 31, 2018 compared to three months ended August 31, 2017

*Net Sales.* Our net sales were $98.6 million for the quarter ended August 31, 2018, compared to $94.9 million for the same quarter in the prior year, or an increase of $3.7 million, or 3.9%. On a sequential quarter basis, our revenues increased from $93.4 million, a $5.2 million increase, or 5.6%. The market continues to be fairly soft with competitive pricing pressures. However, the current value of the U.S. dollar has made domestic paper production more attractive internationally. The attractiveness of domestic paper production, coupled with shrinking domestic mill capacity, has resulted in an environment conducive for paper and other material price increases domestically. These increases, if able to be passed along to customers, would help to offset some of the normal industry sales attrition in the marketplace. The acquisitions of Wright, which was completed in July 2018, and ABTL, which was completed in April 2018, are integral parts of our strategy to offset normal industry revenue declines due to print attrition and other changes. These two acquisitions contributed $4.9 million and $3.1 million, respectively, in net sales during the three months ended August 31, 2018.

*Cost of Goods Sold.* Our cost of goods sold increased $4.3 million from $64.0 million for the three months ended August 31, 2017 to $68.3 million for the three months ended August 31, 2018, or 6.7%. Our gross profit margin (“margin”) was $30.3 million for the quarter, or 30.8% of net sales, compared to $30.9 million, or 32.5% of net sales, for the same quarter in the prior year. Our margin during the quarter was impacted primarily by the increased cost of raw materials and, to a lesser extent, by the ABTL and Wright acquisitions, which had a dilutive impact on the Company’s reported margin. The industry continues to be challenged by raw material and freight cost increases. Tight supply conditions have allowed for multiple price increases for raw materials, as well as other items in the manufacturing process. Historical price increases were less frequent, which allowed manufacturers to pass required pricing adjustments to the marketplace in a timely manner. However, this year the size and number of increases have impacted manufacturer’s ability to timely pass these price adjustments to the end-users. These price increases will continue to have a negative impact on margins until they are able to be passed to the marketplace. As indicated, and as expected, the Wright and ABTL acquisitions have had a dilutive impact on our margins as well. We believe once we have the opportunity to fully analyze the business cost structures and implement our costs systems, margins will improve to expected levels.

*Selling, general, and administrative expense.* For the three months ended August 31, 2018, our selling, general, and administrative (“SG&A”) expenses were $17.6 million compared to $17.0 million for the three months ended August 31, 2017, or an increase of 3.5%. As a percentage of net sales, the SG&A expenses were 17.9% and 18.0% for the three months ended August 31, 2018 and August 31, 2017, respectively. The acquisition of Wright added $0.6 million in SG&A expenses, the acquisition of ABTL added $0.5 million in SG&A expenses, and increases in our legal and performance bonus accruals added approximately $0.4 million in SG&A expenses during the quarter.

*(Gain) loss from disposal of assets.* The $2,000 net gain from disposal of assets during the quarter is primarily attributed to the sale of manufacturing equipment. The $48,000 loss during the same quarter in the prior year is primarily attributed to the sale of manufacturing equipment.

*Income from operations.* As a result of the above factors, our income from operations for the three months ended August 31, 2018 was $12.8 million, or 12.9% of net sales, as compared to $13.8 million, or 14.5% of net sales, for the three months ended August 31, 2017. The acquisitions of Wright and ABTL contributed approximately $0.3 million and $0.2 million, respectively, of operating income during the quarter.

*Other expense.* Other expense was $0.02 million and $0.22 million for the three months ended August 31, 2018 and August 31, 2017, respectively. During the current quarter, due to our cash balance, our interest income for the most part offset our interest expense.

*Provision for income taxes.* Our effective tax rate was 25.0% for the three months ended August 31, 2018 as compared to 37.0% for the three months ended August 31, 2017. The lower tax rate, as compared to the prior year, is due to the enactment of the Tax Cuts and Jobs Act of 2017 in the fourth quarter of the prior fiscal year.

*Net earnings.* Net earnings, due to the factors above, were $9.6 million for the three months ended August 31, 2018 as compared to $8.5 million for the comparable quarter in the prior year, an increase of 12.0%. Net earnings from per diluted share for the three months ended August 31, 2018 was $0.37, compared to $0.34 for the same quarter in the prior year.

### Six months ended August 31, 2018 compared to six months ended August 31, 2017

*Net Sales.* Our net sales were $192.0 million for the six month period ended August 31, 2018, compared to $189.5 million for same period last year, or an increase of 1.3%. The market continues to be fairly soft with competitive pricing pressures. However, the current value of the U.S. dollar has made domestic paper production more attractive internationally. The attractiveness of domestic paper production, coupled with shrinking domestic mill capacity, has resulted in an environment conducive for paper and other material price increases domestically. These increases, if able to be passed along to customers, would help to offset some of the normal industry sales attrition in the marketplace. The acquisitions of Wright and ABTL contributed $4.9 million and $4.1 million, respectively, in net sales during the six months ended August 31, 2018.

*Cost of Goods Sold.* Our cost of goods sold was $131.5 million for the six months ended August 31, 2018, compared to $128.6 million for the same period last year, an increase of $2.9 million, or 2.3%. Our margin was $60.5 million for the six month period ended August 31, 2018, or 31.5%. This compares to 32.1% for the same six month period last year. Our margin during the period was impacted primarily by the increased cost of raw materials, and to a lesser extent by the ABTL and Wright acquisitions, which had a dilutive impact on the Company’s reported margin. The industry continues to be challenged by raw material and freight cost increases. Tight supply conditions have allowed for multiple price increases for raw materials, as well as other items in the manufacturing process. Historical price increases were less frequent, which allowed manufacturers to pass required pricing adjustments to the marketplace in a timely manner. However, this year the size and number of increases have impacted manufacturer’s ability to timely pass these price adjustments to the end-users. These price increases will continue to have a negative impact on margins until they are able to be passed to the marketplace. As indicated, and as expected, the Wright and ABTL acquisitions have had a dilutive impact on our margins as well. We believe once we have the opportunity to fully analyze the business cost structures and implement our costs systems, margins will improve to expected levels.

Selling, general, and administrative expense. Our SG&A expenses were $35.3 million for the six months ended August 31, 2018, compared to $34.4 million for the same period last year, or an increase of 2.6%. As a percentage of sales, the SG&A expenses were 18.4% and 18.1% for the six months ended August 31, 2018 and August 31, 2017, respectively. The acquisition of Wright and ABTL added $0.6 million and $0.7 million in SG&A expenses, respectively, during the six month period ended August 31, 2018. In addition, increases in our legal and performance bonus accruals added approximately $0.9 million in SG&A expenses during the period.

*(Gain) loss from disposal of assets.* The $6,000 net gain from disposal of assets during the six months ended August 31, 2018 is primarily attributed to the sale of manufacturing equipment. The $63,000 net loss from disposal of assets during the six months ended August 31, 2017 is primarily attributed to the sale of manufacturing equipment.

*Income from operations.* Our income from continuing operations for the six months ended August 31, 2018 was $25.2 million, or 13.1% of sales, as compared to $26.4 million, or 14.0% of sales, for the six months ended August 31, 2017. The acquisitions of Wright and ABTL each contributed approximately $0.3 million of operating income during the current six month period.

*Other expense.* Other expense for the six months ended August 31, 2018 was $0.1 million as compared to $0.5 million for the six months ended August 31, 2017 due to increased interest income during the current period.

*Provision for income taxes.* Our effective tax rate was 25.0% for the six months ended August 31, 2018 as compared to 37.0% for the six months ended August 31, 2017. The lower tax rate, as compared to the prior year period, is due to the enactment of the Tax Cuts and Jobs Act of 2017 in the fourth quarter of the prior fiscal year.

*Net earnings.* Net earnings were $18.8 million for the six months ended August 31, 2018 as compared to $16.3 million for the comparable period last year, an increase of $2.5 million. Net earnings per diluted share for the six months ended August 31, 2018 was $0.74, compared to $0.64 for the same six month period last year.

### Liquidity and Capital Resources

We rely on our cash flows generated from operations and the borrowing capacity under our credit facility extended pursuant to our Second Amended and Restated Credit Agreement, as amended from time to time (the “Credit Facility”), to meet cash requirements of our business. The primary cash requirements of our business are payments to vendors in the normal course of business, capital expenditures, debt repayments and related interest payments, contributions to our noncontributory defined benefit retirement plan, which covers approximately 17% of our aggregate employees (the “Pension Plan”), and the payment of dividends to our shareholders. We expect to generate sufficient cash flows from operations supplemented by our Credit Facility as required to cover our operating and capital requirements for the foreseeable future.

*(Dollars in thousands)*

|  | August 31, 2018 | February 28, 2018 |
| --- | ---: | ---: |
| Working capital | $127,716 | $133,773 |
| Cash and cash equivalents | $79,483 | $96,230 |

***Working Capital.*** Our working capital decreased $6.1 million or 4.5%, from $133.8 million at February 28, 2018 to $127.7 million at August 31, 2018. Our current ratio, calculated by dividing our current assets by our current liabilities, decreased from 5.5 to 1.0 at February 28, 2018 to 5.0 to 1.0 at August 31, 2018. Our working capital and current ratio were negatively impacted by a decrease in our cash as a result of the acquisition of Wright. While we added net working capital of $6.6 million related to the transaction, we used $22.3 million in cash. As a result, our working capital and current ratio declined slightly from February 28, 2018.

*(Dollars in thousands)*

|  | Six months ended August 31, 2018 | 2017 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $24,250 | $19,176 |
| Net cash used in investing activities | $(29,575) | $(2,915) |
| Net cash used in financing activities | $(11,422) | $(12,862) |

***Cash flows from operating activities.*** Cash provided by operating activities increased by $5.1 million from $19.2 million for the six months ended August 31, 2017 to $24.3 million for the six months ended August 31, 2018. Our increased operational cash flows in comparison to the comparable period in the prior year was primarily the result of three factors: i) a $2.5 million increase in net earnings, ii) a $3.7 million decrease in our prepaid expenses, and iii) a $2.2 million increase in our payables and accrued expenses. This increase in our cash was offset by a $1.2 million increase in our receivables and a $1.9 million increase in our inventories.

***Cash flows from investing activities.*** Cash used in investing activities increased $26.7 million from $2.9 million to $29.6 million used for the six months ended August 31, 2017 and August 31, 2018, respectively. This was primarily due to our acquisitions of Wright and ABTL in the current period of $27.0 million as compared to $1.4 million used for an acquisition in the same period last fiscal year and $1.0 million more in cash used for capital expenditures.

***Cash flows from financing activities.*** We used $1.4 million less in cash from financing activities during the six months ended August 31, 2018 compared to the same period in the prior year. We used $0.7 million to repurchase our common stock under our stock repurchase program during the six months ended August 31, 2018, whereas we used $3.3 million to repurchase shares of our common stock during the six months ended August 31, 2017. This was offset by $1.3 million more used to pay dividends during the six months ended August 31, 2018 as compared to the six months ended August 31, 2017. The increase in dividend payment is due to the increase in the quarterly dividend from 20 cents per share to 22.5 cents per share authorized by the Board of Directors in June 2018.

***Credit Facility.*** The Company’s Credit Facility, extended to the Company until August 11, 2020, provides the Company and its subsidiaries with up to $100.0 million in revolving credit, as well as a $20.0 million sublimit for the issuance of letters of credit and a $15.0 million sublimit for swing-line loans. Under the Credit Facility, the Company or any of its subsidiaries also can request up to three increases in the aggregate commitments in an aggregate amount not to exceed $50.0 million. The terms and conditions of the Credit Facility impose certain restrictions on our ability to incur additional debt, make capital expenditures, acquisitions and asset dispositions, as well as impose other customary covenants, such as requiring that our fixed charge coverage ratio not be less than 1.25:1.00 and our total leverage ratio not exceed 3.00:1.00. The Company may make dividends or distributions to shareholders so long as (a) no event of default has occurred and is continuing and (b) the Company’s net leverage ratio both before and after giving effect to any such dividend or distribution is equal to or less than 2.50:1.00.

The Credit Facility bears interest at the LIBOR rate plus a spread ranging from 1.0% to 2.0%, which rate was 3.3% (3 month LIBOR + 1.0%) at August 31, 2018 and 3.0% (3 month LIBOR + 1.0%) at February 28, 2018. The rate is determined by our fixed charge coverage ratio of total funded debt to EBITDA. As of August 31, 2018, we had $30.0 million of borrowings under the revolving credit line and $1.2 million outstanding under standby letters of credit arrangements, leaving approximately $68.8 million available in borrowing capacity. The Credit Facility is secured by substantially all of our assets (other than real property), as well as all capital securities of each of our subsidiaries.

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

***Pension Plan –*** We are required to make contributions to our Pension Plan. These contributions are required under the minimum funding requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). Due to the enactment of the Highway and Transportation Funding Act (HATFA) in August 2014, which effectively raises the discount rates mandated for determining the value of a plan’s benefit liability and annual cost of accruals, our minimum required contribution to the Pension Plan is zero for the Pension Plan year ending February 28, 2019. However, we expect to make a cash contribution to the Pension Plan of between $2.0 million and $3.0 million during fiscal year 2019. We made contributions totaling $3.0 million to our Pension Plan during fiscal 2018. As our Pension Plan assets are invested in marketable securities, fluctuations in market values could potentially impact our funding status, associated liabilities recorded and future required minimum contributions. At August 31, 2018, we had an unfunded pension liability recorded on our balance sheet of $0.7 million.

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

***Capital Expenditures –*** We expect our capital requirements for our current fiscal year, exclusive of capital required for possible acquisitions, will be within our historical levels of between $3.0 million and $5.0 million. To date we have spent approximately $2.5 million on capital expenditures. We expect to fund these expenditures through existing cash flows.

***Contractual Obligations & Off-Balance Sheet Arrangements –*** There have been no significant changes in our contractual obligations since February 28, 2018 that have, or are reasonably likely to have, a material impact on our results of operations or financial condition. We had no off-balance sheet arrangements in place as of August 31, 2018.

## Market risk

As filed, 935 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, consisting of the outstanding loans under the Credit Facility, totaled $30.0 million at August 31, 2018. The annual impact on our results of operations of a one-point interest rate change on the outstanding balance of the variable rate financial instruments as of August 31, 2018 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, 2,183 characters.

**Evaluation of Disclosure Controls and Procedures.** A review and evaluation were carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q, pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that review and evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures as of August 31, 2018 are effective to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our principal executive and financial officers as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations of control systems, not all misstatements may be detected. Those inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls could be circumvented by the individual acts of some persons or by collusion of two or more people. Our controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 that occurred during our fiscal quarter ended August 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 151 characters.

There have been no material changes in our Risk Factors as previously discussed in our Annual Report on Form 10-K for the year ended February 28, 2018.

Filed Oct 5, 2018.
Source: SEC EDGAR, the filing index for accession 0001564590-18-024009. Last ingested by Listed: Oct 24, 2026, 14:52 ET. No prices; not investment advice.