Ennis (NYSE: EBF) lifts margins while expanding via print acquisitions
Rhea-AI Filing Summary
Ennis, Inc. reported fiscal 2026 net sales of $392.4 million, down slightly from the prior year, while net earnings rose to $42.6 million, or $1.66 per diluted share. Gross margin improved to 30.7% as the company emphasized pricing discipline, mix and cost control.
Ennis continued consolidating a mature print market, completing acquisitions of NEC, ESS and CFC, which contributed meaningfully to revenue. At February 28, 2026, backlog was $24.6 million and cash was $34.6 million, with working capital of $96.4 million. The company maintained its regular quarterly dividend of $0.25 per share and repurchased 793,556 shares during the year, while its pension plan remained overfunded on both PBO and ABO bases.
Positive
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Key Figures
Key Terms
trade printer financial
pressure-seal forms technical
defined benefit retirement plan financial
allowance for credit losses financial
stock repurchase program financial
forward-looking statements regulatory
02/28mt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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For the fiscal year ended
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The aggregate market value of voting stock held by non-affiliates of the Registrant as of August 31, 2025 was approximately $
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Proxy Statement for the 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.
ENNIS, INC. AND SUBSIDIARIES
FORM 10-K
FOR THE PERIOD ENDED FEBRUARY 28, 2026
TABLE OF CONTENTS
PART I: |
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Item 1 |
Business |
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Item 1A |
Risk Factors |
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Item 1B |
Unresolved Staff Comments |
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Item 1C |
Cybersecurity |
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Item 2 |
Properties |
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Item 3 |
Legal Proceedings |
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Item 4 |
Mine Safety Disclosures |
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PART II: |
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Item 5 |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer |
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Item 7 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 7A |
Quantitative and Qualitative Disclosures about Market Risk |
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Item 8 |
Consolidated Financial Statements and Supplementary Data |
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Item 9 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A |
Controls and Procedures |
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Item 9B |
Other Information |
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Item 9C |
Disclosure Regarding Foreign Jurisdiction that Prevent Inspections |
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PART III: |
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Item 10 |
Directors, Executive Officers and Corporate Governance |
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Item 11 |
Executive Compensation |
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Item 12 |
Security Ownership of Certain Beneficial Owners and Management and Related |
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Item 13 |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14 |
Principal Accountant Fees and Services |
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PART IV: |
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Exhibits and Financial Statement Schedules |
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Signatures |
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Cautionary Statements Regarding Forward-Looking Statements
All of the statements in this Annual Report on Form 10-K, other than historical facts, are forward-looking statements, including, without limitation, the statements made in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” particularly under the caption “Overview.” As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. The words “could,” “should,” “feel,” “anticipate,” “aim,” “preliminary,” “expect,” “believe,” “estimate,” “intend,” “intent,” “plan,” “will,” “foresee,” “project,” “forecast,” or the negative thereof or variations thereon, and similar expressions identify forward-looking statements.
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for these forward-looking statements. In order to comply with the terms of the safe harbor, Ennis, Inc. notes that forward-looking statements are subject to known and unknown risks, uncertainties and other factors relating to its operations and business environment, all of which are difficult to predict and many of which are beyond the control of Ennis, Inc. These known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements.
These statements reflect the current views and assumptions of management with respect to future events. Ennis, Inc. does not undertake, and hereby disclaims, any duty to update these forward-looking statements, even though its situation and circumstances may change in the future. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. The inclusion of any statement in this report does not constitute an admission by Ennis, Inc. or any other person that the events or circumstances described in such statement are material.
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 the impact of the internet and other electronic media on the demand for forms and printed materials; general economic, business and labor conditions, including the potential adverse effects of potential recessionary concerns, inflationary issues, U.S. import tariffs and supply chain disruptions; and the potential impact on our operations; our ability to implement our strategic initiatives and control our operational costs; dependence on a limited number of key suppliers; our ability to recover the rising cost of raw materials and other costs (including energy, freight, labor, and benefit costs) in markets that are highly price competitive and volatile; uninsured losses, including those from natural disasters, catastrophes, pandemics, theft or sabotage; our business operations, our workforce, our supply chain and our customer base; our ability to timely or adequately respond to technological changes in the industry; cybersecurity risks; the impact of foreign competition, tariffs, trade regulations and import restrictions; customer credit risk; competitors’ pricing strategies; a decline in business volume and profitability could result in an impairment in our reported goodwill negatively impacting our operational results; our ability to retain key management personnel; and our ability to identify, manage or integrate acquisitions.
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PART I
ITEM 1. BUSINESS
Overview
Ennis, Inc. (collectively with its subsidiaries, the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our”) was organized under the laws of Texas in 1909. Ennis is primarily a “trade printer” that manufactures a broad range of printed products that are resold throughout the United States through a network of independent distributors. This distributor channel encompasses independent print distributors, commercial printers, direct mail, fulfillment companies, payroll and accounts payable software companies, and advertising agencies, among others. We also sell products to many of our competitors to satisfy their customers’ needs.
Business Overview
Our management believes we are the largest provider of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders to independent distributors in the United States.
We are in the business of manufacturing, designing and selling business forms and other printed business products primarily to distributors located in the United States. We operate approximately 50 manufacturing plants throughout the United States in 20 strategically located states as one reportable segment; printing services and manufacture of business forms. Approximately 95% of the business products we manufacture are custom and semi-custom products, constructed in a wide variety of sizes, colors, number of parts and quantities on an individual job basis, depending upon the customers’ specifications.
The products we sell include snap sets, continuous forms, laser cut sheets, tags, labels, envelopes, integrated products, jumbo rolls and pressure sensitive products in short, medium and long runs under the following labels: Ennis®, Royal Business Forms®, Block Graphics®, ColorWorx®, Enfusion®, Uncompromised Check Solutions®, VersaSeal®, Ad ConceptsSM, FormSource LimitedSM, Star Award Ribbon Company®, Witt Printing®, Genforms®, PrintGraphics®, Calibrated Forms®, PrintXcel®, Printegra®, Forms ManufacturersSM, Mutual Graphics®, TRI-C Business FormsSM, Major Business SystemsSM, Independent PrintingSM, Hayes Graphics®, Wright Business GraphicsSM, Wright 360SM, Integrated Print & GraphicsSM, the Flesh CompanySM, AmeriPrintSM; StylecraftSM, UMC PrintSM; Eagle GraphicsSM, Diamond GraphicsSM, Printing TechnologiesSM and CFC Print & MailSM. We also sell the Adams McClure® brand (which provides Point of Purchase advertising); the Admore®, Folder Express®, and Independent Folders® brands (which provide presentation folders and document folders); Ennis Tag & LabelSM (which provides custom printed, high performance labels and custom and stock tags); Allen-Bailey Tag & LabelSM, Atlas Tag & Label®, Kay Toledo Tag®, and Special Service Partners® (SSP) (which provides custom and stock tags and labels); Trade Envelopes®, Block Graphics®, Wisco®, National Imprint Corporation®, Northeastern Envelope CompanySM, and Envelope SuperstoreSM (which provide custom and imprinted envelopes); Northstar® and General Financial Supply® (which provide financial and security documents); InfosealSM and PrintXcel® (which provide custom and stock pressure seal documents). School Photo Marketing and National School Forms are a one-stop shop for over 1,400 school portrait photographers and professional photo labs nationwide, providing them with a complete array of products and services that reach over 15 million families and 30,000 schools, primarily in the K-8 market. We sell predominantly through independent distributors, as well as to many of our competitors. Northstar Computer Forms, Inc., one of our wholly-owned subsidiaries, also sells direct to a small number of customers, generally large banking organizations (where a distributor is not acceptable or available to the end-user). Adams McClure, LP, a wholly-owned subsidiary, also sells direct to a small number of customers, where sales are generally through advertising agencies.
The printing industry generally sells its products either predominantly to end users, a market dominated by a few large manufacturers, such as R.R. Donnelley and Taylor Corporation, or, like the Company, through a variety of independent distributors and distributor groups. While it is not possible, because of the lack of adequate public statistical information, to determine the Company’s share of the total business products market, management believes the Company is the largest producer of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders in the United States distributing primarily through independent distributors.
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There are a number of competitors that operate in this segment. We believe our strategic locations and buying power permit us to compete on a favorable basis within the distributor market on 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 distributors, including business forms distributors, resellers, direct mail, commercial printers, software companies, and advertising agencies.
Raw materials principally consist of a wide variety of weights, widths, colors, sizes, and qualities of paper for business products purchased primarily from one major supplier at favorable prices based on our high volume of business with that supplier relative to our competitors.
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.
Recent Acquisitions
We have completed a number of acquisitions in recent years.
On November 14, 2025, we acquired the assets and business of CFC Print & Mail ("CFC") in Grand Prairie, Texas. In the last full year preceding the acquisition, CFC generated approximately $7.1 million in sales. The acquisition of CFC further strengthens our leading position in business products and the commercial print sector.
On April 11, 2025, we acquired the assets and business of Northeastern Envelope Company ("NEC") in Old Forge, Pennsylvania, and Envelope Superstore ("ESS") in Hiram, GA. In the last full year preceding the acquisition, NEC and ESS generated approximately $26.9 million in combined sales. The acquisition of NEC and ESS strengthens our envelope converting and printing capabilities to serve our customers in the Northeast United States.
On June 26, 2024, we acquired the assets and business of Printing Technologies, Inc. ("PTI") in Indianapolis, Indiana. In the last full year preceding the acquisition, PTI generated approximately $12.5 million in combined sales. The acquisition of PTI strengthens our production capabilities and diversifies our product offerings to serve our large and growing customer base.
Patents, Licenses, Franchises and Concessions
Other than the patent for our 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. 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. We have registered trademarks in the United States for Ennis®, EnnisOnlineSM, Block Graphics®, Enfusion®, 360º Custom LabelsSM, Admore®, CashManagementSupply.comSM, Securestar®, Northstar®, MICRLink®, MICR ConnectionTM, General Financial Supply®, Calibrated Forms®, PrintXcel®, Printegra®, Trade Envelopes®, Witt Printing®, Genforms®, Royal Business Forms®, Crabar/GBFSM, BF&SSM, Adams McClure®, Advertising ConceptsTM, ColorWorx®, Allen-Bailey Tag & LabelSM, Atlas Tag & Label®, PrintgraphicsSM, Uncompromised Check Solutions®, VersaSeal®, VersaSeal SecureX®, Folder Express®, Wisco®, National Imprint Corporation®, Star Award Ribbon®, Kay Toledo Tag®, Falcon Business FormsSM, Forms ManufacturersSM, Mutual Graphics®, TRI-C Business FormsSM, SSP®, EOSTouchpoint®, Printersmall®, Check Guard®, Envirofolder®, Independent®, Independent Checks®, Independent Folders®, Independent Large Format Solutions®, Wright Business GraphicsSM, Wright 360SM, Integrated Print & GraphicsSM, the Flesh CompanySM, MegaformSM, Safe®, InfosealSM, StylecraftSM, UMC PrintSM, Eagle GraphicsSM, Diamond GraphicsSM, Printing Technologies, CFC Print & MailSM , Northeastern Envelope CompanySM, Envelope SuperstoreSM and variations of these brands as well as other trademarks.
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Customers
Our customer population includes one customer representing 6.2% and 5.3% of consolidated accounts receivables at fiscal year-end 2026 and 2025, respectively. No single customer accounted for more than five percent of our consolidated net sales in fiscal years 2026 and 2025, respectively. No single customer accounted for more than five percent of our consolidated net sales or accounts receivable during fiscal year 2024.
Backlog
At February 28, 2026, our backlog of firm orders was approximately $24.6 million, compared to approximately $25.7 million at February 28, 2025. The reduction in backlog from fiscal 2025 to fiscal 2026 is due primarily to a combination of change in product mix requiring shorter lead times for ordering and reduction in sales volume.
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 fiscal years 2026, 2025 or 2024.
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 are not expected to result in significant emissions of regulated 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. Future changes in regulations, interpretations, or the discovery of previously unknown conditions could require material expenditures, and the extent of any potential liability for past noncompliance cannot be reasonably estimated.
Environmental Stewardship
We seek to operate in an environmentally responsible manner and to manage our operations in compliance with applicable environmental requirements. We believe we are in material compliance with applicable laws and regulations regarding the use and preservation of our land, air, and water. This principle has been part of our Code of Conduct since 2005. Our goal of operating in an environmentally responsible manner aligns with our goals of operating a profitable and responsible business. For example, we recycle waste material generated in our printing processes to generate income from selling the scrap material. We recycled 18.8 million pounds of paper and 3.8 million pounds of cardboard and cores in fiscal year 2026. Additionally, the use of soy-based inks allow us to avoid cleaning solutions that may pose environmental hazards. We use environmentally friendly cleaning agents to ensure that our wastewater is not contaminated and does not require special disposal.
Many of our plants engage with local energy suppliers to ask for recommendations on lowering energy usage. Participation in these energy audits generally results in replacing old lighting with more efficient LED lighting. Additionally, newer digital technology, which we have implemented in several of our locations, relies on less energy than older web-based presses due to shorter runs and ink jet technology.
Another aspect of our business model which reduces carbon emissions is the reduction in transportation costs for our employees, as well as our customers. Our geographically dispersed facilities may reduce transportation distances associated with product delivery. Our geographical dispersion reduces the amount of transportation time and distance associated with delivering our products to our customers. Likewise, we use third party transportation and logistical companies to pick up and deliver our products. Partnering with larger shipping organizations that have the scale to be more resourceful and implement more energy efficient delivery methods enables us to ship our products in an efficient and effective manner.
Our primary supplier of paper is vital to our business as they supply raw materials that are minimally altered during the production process. Our primary paper supplier maintains certifications under recognized sustainable forestry standards, including SFI, FSC and PEFC, which promote responsible forest management and supply chain transparency. The SFI Forest Management and Fiber Sourcing Standards cover key values such as protection of biodiversity, wildlife habitat and water quality; responsible harvesting practices; and support continual improvement across the supply chain. FSC certification promotes environmentally responsible, socially beneficial and economically viable forest management through internationally recognized principles of forest
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stewardship. PEFC promotes sustainably managed forests through independent third-party certification and provides assurance that wood fiber used in certified products comes from forests that are ecologically, socially and economically sustainable. The Company’s primary paper supplier also maintains chain of custody certifications and sources materials from similarly accredited suppliers to support transparency, responsible sourcing and the protection of natural resources.
Additionally, we use material safety sheets which outline potentially hazardous materials to minimize the use of more hazardous materials. Given the low and limited use of these potentially hazardous materials, our plants generally fit in the lowest category of reporting standards to various state and local environmental agencies. The Company requires facility managers to minimize the use or site storage of any hazardous chemicals. Two thirds of our facilities are categorized as Very Small Quantity Generators and one third are considered Small Quantity Generators under the Environmental Protection Agency’s (“EPA”) hazardous waste regulations. Any hazardous waste generated is stored and properly disposed of in compliance with all EPA regulations and permits.
Two of our largest facilities have solvent recovery systems which allows the recovery of press plate washing solutions for re-use. These systems result in a substantial reduction of any hazardous waste. We comply with applicable environmental and product-related regulatory requirements including Proposition 65 in California and federal Conflict Minerals compliance.
Attention to choice of material suppliers, transportation partners, energy usage and avoidance of hazardous wastes that might impact wastewater disposal, are part of the business model that improves or avoids damage to the environment we live and work in.
Human Capital
At February 28, 2026, we had 1,835 employees. Of these, 148 employees are represented by labor unions under collective bargaining agreements, which are subject to periodic negotiations. We believe we have a good working relationship with our employees and the unions that represent our employees.
Social Responsibility
Equal Employment Opportunity: Ennis promotes a cooperative and productive work environment by supporting the cultural and ethnic diversity of its workforce and is committed to providing equal employment opportunity to all qualified employees and applicants. Pursuant to our Code of Conduct, adopted in 2005 and reviewed at least annually, we do not unlawfully discriminate on the basis of race, color, sex, sexual orientation, religion, national origin, marital status, age, disability, or veteran status in any personnel practice, including recruitment, hiring, training, promotion, and discipline. We are an Equal Opportunity Employer and comply with all applicable employment laws, including Title VII of the Civil Rights Act of 1964, Immigration and Nationality Act, and the Immigration Reform and Control Act. We take allegations of harassment and unlawful discrimination seriously and address all such concerns raised under our Code of Conduct.
Safety and Health: A safe and clean work environment is important to the well-being of all Ennis employees. Ennis complies with applicable safety and health regulations and maintains appropriate safety practices. Throughout the year facilities are reviewed monthly to determine if the accidents/injuries that occurred could have been avoided. Incidents are reviewed to determine measures that can be taken to prevent reoccurrence of claims at that facility or another facility. A monthly Facility Report is sent to all facilities to highlight safety issues and incidents occurring at other locations. Annually, facilities are required to submit an audit of compliance with mandated OSHA safety programs. Facilities that have higher than normal claims are reviewed and may be visited by a business director or a representative from our workers’ compensation carrier. Protocols and trainings are in place to protect the health and safety of all our employees. Safety audits are completed throughout the organization. The Company monitors safety issues across all its facilities, and each facility has someone in charge of review and training of employees on safety issues. Consistent with our culture of promoting workplace safety, our plants take pride in tracking the amount of time since the last safety incident and strive to maintain incident-free operations.
Ennis is dedicated to ensuring that business is conducted ethically. All Ennis management must read, agree with, and sign a Code of Conduct and Ethics policy at least annually.
Our manufacturing facilities periodically support local non-profit organizations, educational institutions and youth sports teams based on the needs of their local communities. These activities are generally modest in scope and may include limited financial contributions, in-kind donations and employee volunteer support. Given the
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Company’s disciplined approach to capital allocation, we primarily focus our use of capital on operating needs, strategic investments and returning value to shareholders.
Available Information
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 Exchange Act of 1934 are 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.
ITEM 1A. RISK FACTORS
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.
Risks related to our business and operations
Our ability to protect our customer relationships, including those acquired through acquisitions, and our trademarks is important to our business, and failure to do so could adversely affect our results of operations.
We rely on customer relationships, including customer lists obtained through acquisitions, as well as our trade names and trademarks, to support our sales and brand recognition. Although we seek to protect these assets through contractual arrangements, internal controls and trademark registrations, these measures may not be sufficient to prevent unauthorized use, disclosure or misappropriation. In addition, we may incur significant costs to enforce our rights, and such efforts may not be successful. Any loss of customer information, or inability to maintain, protect or enforce our trade names and trademarks, could result in loss of customers, reputational harm and reduced revenues.
Our results and financial condition are affected by global and local market conditions, competitors’ pricing strategies, including the impact of tariffs and trade policies, which can adversely affect our sales, margins, and net income.
Our results of operations can be affected by local, national and worldwide market 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 in the past, can all impact economic activity. Unfavorable conditions can depress the demand for our products and thus sales in a given market and may prompt competitor’s pricing strategies that adversely affect our margins or constrain our operating flexibility. Certain macroeconomic events, such as crises in the financial markets, inflation, high interest rates, tariffs, recessionary concerns, cost and labor pressures, distribution challenges and the availability of paper 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 on several factors, including (i) 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 past volatility in the global financial markets, (ii) 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 and (iii) other factors, which may be beyond our control.
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Digital technologies will continue to erode the demand for our printed business documents.
The printing industry continues to experience weakening demand for printed products. The increasing sophistication of software, internet technologies, and digital equipment combined with our customers’ general preference, digital workflow, automation and electronic alternatives 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.
Increasing postal rates make direct mail campaigns more expensive, potentially leading our customers to reduce their demand for our products and shift to alternative marketing channels. 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 with their customers is by printed information. As their customers become more accepting of internet communications, our customers may increasingly opt for what is perceived to be a 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 which could place pressure on our operating margins.
In response to the gradual obsolescence of our standardized business forms, 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 are unable to increase our market share, our sales and profits will be affected. Our ability to successfully implement operational improvements, automation initiatives, and system enhancements may impact our cost structure, internal controls and efficiency if not executed effectively. 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.
We obtain our raw materials from a limited number of suppliers, and any disruptions in supply, including the recent closure of a primary supplier’s mill, could adversely affect our business.
We purchase a significant portion of our paper products, a key input to our print products, from a limited number of suppliers. During fiscal year 2026, our primary domestic supplier of carbonless papers, permanently closed one of its mills, eliminating the sole U.S. source for this product. As a result, we are transitioning to alternative suppliers, including international sources, which may expose us to increased risks related to supply continuity, pricing, logistics, lead times, currency fluctuations, tariffs, and quality variability.
Historically, we have relied on suppliers that meet stringent quality and delivery standards under long-term arrangements; however the reduction in domestic capacity may limit availability and reduce our ability to obtain favorable pricing or terms. In addition, global supply conditions, transportation constraints, tariffs and geopolitical factors may further impact our ability to secure raw materials on acceptable terms or in sufficient quantities.
Paper and other raw materials are commodities subject to price volatility, which may be exacerbated by reduced supply capacity, inflationary pressures, tariffs and changing global market conditions. We do not have effective cost-efficient hedging mechanisms to fully mitigate these risks, and our purchase agreements provide only limited protection against price increases. While we generally seek to pass through higher input costs to customers, competitive market conditions may limit our ability to do so.
Any disruption in supply, inability to secure alternative sources on commercially reasonable terms, degradation in quality, or significant increases in raw material costs could have a material adverse effect on our business, financial condition and results of operations.
Challenging financial market conditions and changes 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 12% of our employees. As of February 28, 2026, the Pension Plan was 104% funded on a projected benefit obligation ("PBO") basis and 109% on an accumulated benefit obligation ("ABO") basis. Included in our financial results are
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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, fluctuations in market values can negatively impact our funded status, recorded pension liability and future required minimum contribution levels. A decline in long-term 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 pension liability by approximately $0.5 million. Similar to fluctuations in market values, a drop in the discount rate can negatively impact our funded status, recorded pension liability and future contribution levels. Also, continued changes in the mortality assumptions can impact our funded status. Additionally, as we experienced in recent years, the number of participants taking lump sum distributions at retirement could be sufficiently high as to cause a settlement charge, which would impact current earnings of the Pension Plan.
We may be unable to identify or to complete acquisitions or to successfully integrate the businesses we acquire.
We have evaluated, and may continue to evaluate, potential acquisition transactions. We attempt to address the potential risks inherent in assessing the attractiveness of acquisition candidates, as well as other challenges such as retaining the employees and integrating the operations of the businesses we acquire. Integrating acquired operations involves significant risks and uncertainties, including maintenance of uniform standards, controls, policies and procedures; diversion of management’s attention from normal business operations during the integration process; unplanned expenses associated with integration efforts; and unidentified issues not discovered in due diligence, including legal contingencies. Due to these risks and others, there can be no guarantee that the businesses we acquire will lead to the cost savings or increases in net sales that we expect or desire. Additionally, there can be no assurance that suitable acquisition opportunities will be available in the future, which could harm our strategic business plan as acquisitions are part of our strategy to offset normal print attrition.
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. Changes in distribution channels, including consolidation, vertical integration, or shifts in purchasing strategies by customers, may reduce volumes, compress margins, or redirect business away from us.
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.
We could experience labor disputes, labor shortages and increases in cost of labor that could disrupt our business in the future and impact operating results.
As of February 28, 2026, approximately 8% of our employees are represented by labor unions under collective bargaining agreements, which are subject to periodic negotiations. While we believe 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 have faced a tight labor market due to competitive wage increases, labor shortages and turnover. Labor shortages and rising labor-related costs could adversely impact our earnings.
10
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.
Our marketing strategy is to differentiate ourselves by providing quality service and quality products to our customers. Even if this strategy is successful, the results may be offset by reductions in demand or price declines due to competitors’ pricing strategies or other micro or macro-economic factors. We face 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 stressed economic times.
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 the facilities we may acquire. In addition, increasing focus by customers, investors, and regulators on sustainability and environmental practices may influence product demand, sourcing requirements and cost structures.
Changes in U.S. tariff and trade policy could adversely affect our business.
We are monitoring changes and potential changes to U.S. tariff and trade policies under the current Presidential administration, along with reciprocal tariffs or other countermeasures imposed or that may be imposed by other countries in response. The current environment is dynamic and uncertain, as the U.S. President has imposed, modified and paused tariffs, and granted exemptions from tariffs, on different countries and products multiple times since taking office in January 2025.
Changing U.S. tariff and trade policies could cause higher inflation, higher interest rates and slower economic growth or recession in the U.S. Our domestic suppliers may incur tariffs leading to increased prices. These changes and uncertainties regarding future changes could result in higher costs to our business and impact demand from our customers. These factors could have a material adverse effect on our business.
We are subject to taxation related risks.
We are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. Applicable tax rates and the jurisdictions within which we operate can vary and therefore our effective tax rate may be adversely affected by changes in the mix of our earnings by jurisdiction. We may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.
Income, sales or other tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are applied. Most recently, on July 4, 2025, legislation commonly known as the One Big Beautiful Bill Act ("OBBBA") was enacted into law. Key tax components of the OBBBA include extension of certain expiring tax provisions from the 2017 Tax Cuts and Jobs Act, reinstatement of immediate expensing of qualifying business property and modifications to interest expense limitations and certain production-related investments, including manufacturing facilities. On August 16, 2022, legislation commonly known as the Inflation Reduction Act ("IRA") was signed into law. Among other things, the IRA includes a 1% excise tax on certain corporate stock repurchases, applicable to repurchases after December 31, 2022, and also a new minimum tax based on book income. Following the 2018 U.S. Supreme Court decision in South Dakota v Wayfair, states may require an out-of-state seller with no physical presence in the state to collect and remit sales tax on goods the seller ships to consumers in the state. While the company now collects, remits and reports sales tax in states that it does business in, the adoption of new laws by taxing authorities could create significant increases in internal cost necessary to capture data, collect and remit tax. All of these factors and uncertainties may adversely affect our results of operations, financial position and cash flows.
11
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 generally see a heightened amount of bankruptcies by our customers during economic downturns. While we maintain an allowance for 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 transportation expenses to ship our products to our customers. Significant increases in the costs of freight, fuel and transportation, as well as capacity constraints, 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. Government regulations can and have impacted the availability of drivers, which will be a significant challenge to the transportation industry. Costs to employ drivers have increased and transportation shortages have become more prevalent. Additionally, the challenge of employing new drivers for the increasingly larger web-based economy could create shortages in trucks and drivers which could impact our sales.
A natural disaster, catastrophe, pandemic or other unexpected events could adversely affect our operations.
The occurrence of one or more unexpected events, including war, acts of terrorism or violence, civil unrest, epidemics or pandemics, fires, tornadoes, hurricanes, earthquakes, floods and other forms of severe weather in the United States could adversely affect our operations and financial performance. Although we maintain third party insurance against various liability risks and risks of property loss for items we believe are economically reasonable to insure, we could incur uninsured losses and liabilities arising from such events which would adversely affect our results of operations and financial condition.
We depend on the reliability of our information technology ("IT") and network infrastructure as well as those of third parties. If these systems fail, our operations may be adversely affected.
We depend on IT and data processing systems to operate our business, and a significant malfunction or disruption in the operation of our systems may disrupt our business and adversely affect our ability to operate and compete in the markets we serve. This could take various forms, including through the injection of ransomware on our IT infrastructure rendering it inoperable without the payment of some form of cyber currency.
These systems include systems that we own and operate, as well as systems of our vendors or other third parties. Such systems are susceptible to ransomware attacks, malfunctions, interruptions and phishing scams. Failures or disruptions, including those involving third-party providers, could result in operational downtime, including interruptions to manufacturing, order processing, or financial reporting.
We also periodically upgrade and install new systems, and implementation or configuration errors could cause operational disruptions and adversely affect our results of operations, financial condition and cash flows.
Increasing global cybersecurity attacks and regulatory focus on privacy and security issues could impact our business, expose us to increased liability, subject us to lawsuits, investigations and other liabilities and restrictions on our operations that could significantly and adversely affect our business.
Along with our own data and information in the normal course of our business, we and our customers and partners collect and retain significant volumes of certain types of data, some of which are subject to specific laws and regulations. Complying with varying jurisdictional requirements is becoming increasingly complex and could increase the costs and difficulty of compliance, and violations of applicable data protection laws. Many of our clients provide us with information they consider confidential or sensitive, and many of our clients' industries have established standards for safeguarding the confidentiality, integrity and availability of information relating to their businesses and customers. Data stored in our systems or available through web portals is susceptible to cybercrime or intentional disruption, which have increased globally across all industries in terms of sophistication and frequency. Disclosure
12
of data maintained on our network, a security breach of our systems or other similar events may damage our reputation, subject us to regulatory enforcement action, third party litigation and cause significant reputational or financial harm for our clients and partners. Any of these outcomes may adversely affect our results of operations, financial condition and cash flows.
As previously disclosed, the Company was targeted with an encryption ransomware attack on November 30, 2022. The Company eliminated the ransomware and restored its systems. Since then, the Company has implemented additional security measures to make it more difficult for an outside agent to gain access to our network, such as a multifactor authentication (MFA) protocol and a robust firewall to strengthen the Company's network. Despite us improving our information technology general controls, we cannot give any assurances that the Company will not become the subject of more sophisticated or more harmful attacks.
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. While the Company has various cost control measures in place and employs an outside oversight review on larger claims, employee health benefits have been and are expected to continue to be a significant cost to us and may increase due to factors outside the Company’s control.
Risks related to our securities
Because of the volatility in the stock market in general, the market price of our Common Stock will also likely be volatile.
The stock markets have historically experienced price and volume fluctuations that at times have been extreme and have affected, and continue to affect, the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may negatively impact the market price of our common stock. If the market price of our Class A common stock falls below your investment price, you may lose some or all of your investment. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial costs and divert our management's attention.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved SEC staff comments.
ITEM 1C. CYBERSECURITY
We believe that cybersecurity is important to maintaining the trust of our customers and employees.
13
vendors, and intellectual property. The results of these tests are presented annually to the Board of Directors ("Board"), Audit Committee, and senior management for review to ensure compliance with cybersecurity standards.
During the fiscal year ended February 28, 2026,
Governance
Our IT team is led by the Director of Information Technology and is responsible for regular assessment and management of cybersecurity risks. The Director of Information Technology has constant access to the Audit Committee to provide regular updates as necessary regarding any new developments.
ITEM 2. PROPERTIES
Our corporate headquarters is located in Midlothian, Texas, and we operate manufacturing facilities throughout the United States. See the table below for additional information regarding our locations.
All of our properties are used for the production, warehousing and shipping of business products, including the following: business forms, flexographic printing, and advertising specialties (Wolfe City, Texas); presentation products (Macomb, Michigan; De Pere, Wisconsin and Columbus, Kansas); printed and electronic promotional media (Columbus, Kansas); envelopes (Portland, Oregon; Columbus, Kansas; Tullahoma, Tennessee, Claysburg and Old Forge, Pennsylvania); financial forms (Minneapolis/St. Paul, Minnesota; and Nevada, Iowa); statement printing and mailing (Roanoke, Virginia; Arlington and Grand Prairie, Texas; South Elgin, Illinois, and Overland Park, Kansas); kiosk media, thermal, ATM, and pay station receipts (Indianapolis, Indiana); and pressure seal products (Roanoke, Virginia and Clarksville, Tennessee).
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 our facilities are believed to be in good condition. We do not anticipate that substantial expansion, refurbishing, or re-equipping of our facilities will be required in the near future.
All of our rented property is held under leases with original terms of one or more years, expiring at various times through September 2031. Some leases include options to renew at our discretion. Generally, we are able to maintain or renew leases as they expire without significant difficulty, but leases in certain markets may be subject to significant rent increases that necessitate consolidating operations to maintain profitability.
14
|
|
|
Approximate Square Footage |
|
|||||
Location |
General Use |
|
Owned |
|
|
Leased |
|
||
Fairhope, Alabama |
Manufacturing |
|
|
65,000 |
|
|
|
— |
|
Sun City, California |
Two Manufacturing Facilities and Warehouse |
|
|
52,617 |
|
|
|
1,911 |
|
Denver, Colorado |
One Manufacturing Facility |
|
|
60,000 |
|
|
|
— |
|
Hiram, Georgia |
One Manufacturing Facility |
|
|
— |
|
|
|
91,000 |
|
Lithia Springs, Georgia |
Manufacturing |
|
|
— |
|
|
|
40,050 |
|
Harvard, Illinois |
Manufacturing and Warehouse |
|
|
42,000 |
|
|
|
— |
|
South Elgin, Illinois |
Manufacturing |
|
|
— |
|
|
|
70,500 |
|
Indianapolis, Indiana |
Manufacturing |
|
|
— |
|
|
|
34,630 |
|
DeWitt, Iowa |
Two Manufacturing Facilities |
|
|
95,000 |
|
|
|
— |
|
Nevada, Iowa |
Two Manufacturing Facilities |
|
|
232,000 |
|
|
|
— |
|
Columbus, Kansas |
Two Manufacturing Facilities and Warehouse |
|
|
174,089 |
|
|
|
— |
|
Ft. Scott, Kansas |
Manufacturing |
|
|
86,660 |
|
|
|
— |
|
Girard, Kansas |
Manufacturing |
|
|
69,474 |
|
|
|
— |
|
Overland Park, Kansas |
Two Manufacturing Facilities |
|
|
— |
|
|
|
26,750 |
|
Parsons, Kansas |
Manufacturing & One Warehouse |
|
|
122,740 |
|
|
|
40,000 |
|
Canton, Michigan |
Manufacturing Facility |
|
|
32,958 |
|
|
|
— |
|
Macomb, Michigan |
Manufacturing |
|
|
56,350 |
|
|
|
— |
|
Brooklyn Park, Minnesota |
Manufacturing |
|
|
94,800 |
|
|
|
— |
|
El Dorado Springs, Missouri |
Manufacturing |
|
|
70,894 |
|
|
|
— |
|
Fenton, Missouri |
Sublease * |
|
|
— |
|
|
|
26,847 |
|
Marlboro, New Jersey |
Manufacturing and Warehouse |
|
|
— |
|
|
|
7,450 |
|
Caledonia, New York |
Manufacturing and one vacant |
|
|
191,730 |
|
|
|
— |
|
Fairport, New York |
Two Manufacturing Facilities |
|
|
40,800 |
|
|
|
— |
|
Coshocton, Ohio |
Manufacturing |
|
|
24,750 |
|
|
|
— |
|
Toledo, Ohio |
Two Manufacturing Facilities and one vacant |
|
|
120,947 |
|
|
|
— |
|
Portland, Oregon |
Two Manufacturing Facilities |
|
|
— |
|
|
|
222,279 |
|
Annville, Pennsylvania |
Manufacturing |
|
|
37,000 |
|
|
|
— |
|
Claysburg, Pennsylvania |
Manufacturing |
|
|
— |
|
|
|
69,000 |
|
Old Forge, Pennsylvania |
Manufacturing |
|
|
101,000 |
|
|
|
— |
|
Clarksville, Tennessee |
Manufacturing |
|
|
51,900 |
|
|
|
— |
|
Powell, Tennessee |
Manufacturing |
|
|
43,968 |
|
|
|
— |
|
Tullahoma, Tennessee |
Two Manufacturing Facilities |
|
|
142,061 |
|
|
|
— |
|
Arlington, Texas |
Two Manufacturing Facilities |
|
|
69,935 |
|
|
|
— |
|
Ennis, Texas |
Three Manufacturing Facilities |
|
|
325,118 |
|
|
|
— |
|
Grand Prairie, Texas |
Manufacturing |
|
|
— |
|
|
|
40,243 |
|
Houston, Texas |
Manufacturing |
|
|
— |
|
|
|
29,668 |
|
Wolfe City, Texas |
Two Manufacturing Facilities |
|
|
119,259 |
|
|
|
— |
|
Chatham, Virginia |
Two Manufacturing Facilities |
|
|
127,956 |
|
|
|
— |
|
Roanoke, Virginia |
Manufacturing |
|
|
110,000 |
|
|
|
— |
|
DePere, Wisconsin |
Manufacturing |
|
|
— |
|
|
|
123,187 |
|
Neenah, Wisconsin |
Two Manufacturing Facilities & One Warehouse |
|
|
72,354 |
|
|
|
97,161 |
|
|
|
|
|
2,833,360 |
|
|
|
920,676 |
|
Corporate Offices |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
Ennis, Texas |
Administrative Offices |
|
|
9,300 |
|
|
|
— |
|
Midlothian, Texas |
Executive and Administrative Offices |
|
|
28,000 |
|
|
|
— |
|
|
|
|
|
37,300 |
|
|
|
— |
|
|
Totals |
|
|
2,870,660 |
|
|
|
920,676 |
|
* The Company exited the lease facility and is subleasing the remaining noncancelable lease term through July 2027.
15
ITEM 3. LEGAL PROCEEDINGS
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.
Ennis and one of its subsidiaries are defendants in a lawsuit in Arizona concerning the lease of the former B&D Litho facility that was closed in 2019. The plaintiff landlord generally alleges that the defendants failed to maintain the leased premises in good condition. The landlord sought more than $4.0 million in repair costs and other consequential damages even though the landlord sold the facility without making the supposedly necessary repairs. The Company has denied the landlord’s allegations and is vigorously contesting the landlord’s unreasonable claim. The Court has made a preliminary ruling that defendants failed to maintain the facility’s air conditioning equipment, paved surfaces and roof in good condition even though the landlord had assumed responsibility for some of those maintenance obligations. There was a non-jury trial of the case in March 2026 at which the judge dismissed the landlord’s claim that the Company failed to maintain the premises during the tenancy. The landlord also abandoned some of the alleged categories of damages. The landlord’s other breach of contract claim that the Company failed to surrender the property in good condition remains pending. Initial post-trial briefs are due by June 30, 2026 and a final decision is not expected before the fourth quarter of the 2026 calendar year. The Company has accrued a liability reserve of approximately $0.5 million related to this claim.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the New York Stock Exchange (“NYSE”) under the trading symbol “EBF”. The following table sets forth the high and low sales prices, the common stock trading volume as reported by the NYSE and dividends per share paid by the Company for the periods indicated:
|
|
|
|
|
|
|
|
Common Stock |
|
|
Dividends |
|
||||
|
|
|
|
|
|
|
|
Trading Volume |
|
|
per share of |
|
||||
|
|
Common Stock Price Range |
|
|
(number of shares |
|
|
Common |
|
|||||||
|
|
High |
|
|
Low |
|
|
in thousands) |
|
|
Stock |
|
||||
Fiscal Year Ended February 28, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Quarter |
|
$ |
22.01 |
|
|
$ |
17.15 |
|
|
|
13,232 |
|
|
$ |
0.250 |
|
Second Quarter |
|
|
19.14 |
|
|
|
17.53 |
|
|
|
9,565 |
|
|
$ |
0.250 |
|
Third Quarter |
|
|
18.74 |
|
|
|
16.30 |
|
|
|
12,357 |
|
|
$ |
0.250 |
|
Fourth Quarter |
|
|
21.32 |
|
|
|
17.26 |
|
|
|
11,784 |
|
|
$ |
0.250 |
|
Fiscal Year Ended February 28, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Quarter |
|
$ |
25.75 |
|
|
$ |
18.88 |
|
|
|
7,439 |
|
|
$ |
0.250 |
|
Second Quarter |
|
|
24.37 |
|
|
|
20.55 |
|
|
|
5,964 |
|
|
$ |
0.250 |
|
Third Quarter |
|
|
25.75 |
|
|
|
20.02 |
|
|
|
11,775 |
|
|
$ |
2.750 |
|
Fourth Quarter |
|
|
21.72 |
|
|
|
19.76 |
|
|
|
7,700 |
|
|
$ |
0.250 |
|
On April 17, 2026, the last reported sale price of our common stock on the NYSE was $21.70, and there were approximately 575 shareholders of record. Cash dividends may be paid, or repurchases of our common stock may be made, from time to time as our Board deems appropriate, after considering our growth rate, operating results, financial condition, cash requirements, restrictive lending covenants, and such other factors as the Board may deem appropriate.
A dividend of $0.25 per share of our common stock was paid in each quarter of fiscal years 2026, 2025 and 2024. During the third quarter of fiscal year 2025, a special dividend of $2.50 per share of our common stock was paid in addition to the ordinary dividend of $0.25 per share of our common stock.
16
Dividends are declared at the discretion of the Board and future dividends will depend on our future earnings, cash flow, financial requirements and other factors. The Board views the dividend as an important aspect of owning Ennis stock and continues to rank it a high priority in allocating the Company's earnings.
Our Board has authorized the repurchase of the Company’s outstanding common stock through a stock repurchase program, which authorized amount is currently up to $60.0 million in the aggregate. Under the repurchase program, purchases may be made from time to time in the open market or through privately negotiated transactions, depending on market conditions, share price, trading volume and other factors. Repurchases may be commenced or suspended at any time or from time to time without prior notice, provided that any purchases must be made in accordance with applicable insider trading rules and securities laws and regulations. Since the program’s inception in October 2008, we have repurchased 3,127,900 common shares under the program at an average price of $16.87 per share. During our fiscal year 2026, we repurchased 793,556 shares of common stock at an average price of $18.04 per share. As of February 28, 2026, $7.2 million remained available to repurchase shares of common stock under the program.
17
Stock Performance Graph
The graph below matches Ennis, Inc.'s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the S&P 500 index and the Russell 2000 index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from February 28, 2021 to February 28, 2026.
|
|
|
2021 |
|
|
2022 |
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|
2026 |
|
Ennis, Inc. |
|
$ |
100.00 |
|
$ |
99.48 |
|
$ |
121.05 |
|
$ |
118.65 |
|
$ |
145.71 |
|
$ |
153.27 |
|
S&P 500 |
|
|
100.00 |
|
|
116.39 |
|
|
107.44 |
|
|
140.15 |
|
|
165.95 |
|
|
194.15 |
|
Russell 2000 |
|
|
100.00 |
|
|
93.99 |
|
|
88.34 |
|
|
97.21 |
|
|
103.72 |
|
|
127.92 |
|
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
18
ITEM 6. [Reserved]
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This 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 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 covers the continuing operations of the Company, which are comprised of the production and sale of business forms and other business products. This Management’s Discussion and Analysis includes the following sections:
References to 2026, 2025 and 2024 refer to the fiscal years ended February 28, 2026, February 28, 2025 and February 29, 2024, 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.
Our Business Challenges – Our industry continues to experience consolidation of traditional supply channels, ongoing product obsolescence, paper supplier capacity adjustments, and periodic pricing volatility and potential supply allocations resulting from demand and supply imbalance. Technology advances have enabled electronic document distribution, web-based hosting, digital printing and print-on-demand as viable and cost-effective alternatives to traditional custom-printed documents and customer communications. Improved equipment has become more accessible to both existing and new competitors. As a result, we face highly competitive conditions in an already mature, price-competitive print industry.
19
In addition to the risk factors discussed under the caption “Risk Factors” in Item 1A of this Annual Report, some of the key challenges of our business include the following:
Transformation of our portfolio of products – While traditional business documents remain essential to conducting business, many are being replaced through the use of lower-cost paper grades or imported products, or are being devalued by advances in digital technologies, resulting in continued declines in demand for a portion of our product line. Transforming our product offerings in order to provide innovative, value-added solutions on a proactive basis requires ongoing investments in new and existing technologies, as well as the development of key strategic business relationships, including print-on-demand services and product offerings that support customers transitioning to digital business environments. We continue to evaluate new market opportunities and niches, including through acquisitions, and to expand our offerings in areas such as envelopes, tags, folders, healthcare wristbands, specialty packaging, direct mail, pressure seal products, secure document, in-mold labels, and long-run integrated high color web print, which provide opportunities for growth and further differentiate us from our competition. Our ability to make such investments or pursue acquisitions is dependent on our liquidity, capital resources, and operating results.
Production capacity and price competition within our industry – Industry supply of paper products continues to fluctuate as changing market conditions influence producers to idle or permanently close individual machines or mills, or convert capacity to alternative product lines, including packaging, to offset declines in demand for certain paper grades. Recent industry activity has included temporary idling of machines, permanent closures and limited increases in specialty paper capacity, reflecting ongoing adjustments in response to shifts in demand. During the current fiscal year, the only domestic producer of carbonless paper permanently closed its mill which has contributed to ongoing supply constraints for this product. As previously reported, we increased inventory levels to provide buffer stock while transitioning to alternative sources of carbonless paper.
These dynamics may result in continued supply constraints and input cost volatility for certain paper grades. Margins remain under pressure due to volume variability in certain markets, elevated input costs and ongoing pricing competition. To mitigate these impacts, we continue to manage product costs through forecasting, production and costing models, strengthening supplier relationships; negotiating procurement terms; and improving operational efficiency, while evaluating opportunities to better leverage our fixed cost structure.
Continued consolidation of our customers – Our customers are primarily distributors, many of which are consolidating or are being acquired by competitors. While we have historically maintained a significant share of business with these customers, continued consolidation may affect our sales volume, pricing, and margins.
Critical Accounting 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 credit losses, 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 estimates are the most critical due to the application of significant subjective assumptions and judgments in the preparation of such estimates, which are included in our Consolidated Financial Statements.
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity's effective tax rate reconciliation. Refer to Note 14, Income taxes.
20
Pension Plan – We maintain the Pension Plan for certain eligible employees. Included in our financial results are Pension Plan costs that are measured using actuarial valuations and require the use of a number of significant assumptions. Changes in these assumptions can result in different expense and liability amounts and future actual pension cost experience and funding requirements may differ materially from current estimates.
As our Pension Plan assets are invested in marketable securities, fluctuations in market values could potentially impact our Pension Plan funding status and associated liability recorded. The expected rate of return on assets was 5.50% at February 28, 2026 and February 28, 2025.
Similar to fluctuations in market values, a drop in the discount rate could potentially negatively impact our Pension Plan's funded status, recorded pension liability and future contribution levels with the opposite impact occurring for an increase in the discount rate. During fiscal years 2026 and 2025, the discount rate used to determine the net pension obligations for purposes of our Consolidated Financial Statements was 5.15%. The discount rate is reviewed by management annually and is adjusted to reflect movements in the average Mercer and FTSE (formerly Citigroup) pension yield curves for mature pension plans with duration of about 10 years. The Company estimated the duration of its pension benefit obligation ("PBO") to be approximately 12-15 years. Each 10-basis point change in the discount rate impacts our computed pension liability by about $0.5 million.
Also, continued changes in the mortality assumptions could potentially impact our Pension Plan's funded status. For the February 28, 2026 measurement, no change was made to the mortality assumption. The mortality assumption is used to estimate the future lifetime of plan participants. Any actual impact on the Pension Plan from the higher than expected mortality has already been recognized in the underlying participant data used to measure the pension liability. The impact on future longevity is still being studied, and there is a general expectation that the current population is a healthier cohort such that mortality rates may return to pre-pandemic levels. This assumption will continue to be monitored.
Impairment Assessments on Goodwill and Other Intangible Assets – Amounts allocated to intangibles and goodwill are determined based on valuation analyses 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 assess goodwill for impairment annually as of December 1, or more frequently if impairment indicators are present. The Company uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of its single reporting unit exceeds its carrying amount, including goodwill. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the reporting unit’s business, overall financial performance of the business, and performance of the common share price of the Company. If qualitative factors are not deemed sufficient to conclude that it is more likely than not that the fair value of the reporting unit exceeds its carrying value, then a one-step quantitative approach is applied in making an evaluation. The quantitative evaluation utilizes multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, an appropriate discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital and growth rates. If the quantitative evaluation results in the fair value of the reporting unit being lower than the carrying value, an impairment charge is recorded. A goodwill impairment charge was not required for the fiscal years 2026, 2025 or 2024.
Allowance for Credit Losses and Accounts Receivable – Net sales consist of gross sales invoiced to customers, less certain related charges, including discounts, returns and other allowances. Our allowance for credit losses is based on an analysis that estimates the amount of our total customers receivable balance that is not collectible. This analysis includes assessing a default probability to customers’ receivable balances, which is influenced by several factors including (i) current market conditions, (ii) periodic review of customer credit worthiness, and (iii) review of customer receivable aging and payment trends. While we believe we have exercised prudent judgment and applied reasonable assumptions, there can be no assurance that in the future, changes in economic conditions or other factors would not cause changes in the financial health of our customers. If the financial health of our customers deteriorates, the timing
21
and level of payments received could be impacted and therefore, could result in a change to our estimated losses. Returns, discounts and other allowances have historically been insignificant.
Allowance for Excess and Obsolete Inventories – With the exception of approximately 5.6% and 7.1% of inventories valued using the lower of last-in, first-out ("LIFO") cost flow assumption for fiscal years 2026 and 2025, respectively, our inventories are valued at the lower of cost or net realizable value as is required under U.S. GAAP when we follow the first-in-first-out cost flow assumption (“FIFO”). 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 net realizable value. As actual future demand or market conditions may vary from those projected by management, adjustments to inventory valuations may be required. The allowance for excess and obsolete inventory at fiscal years ended 2026 and 2025 were $1.9 million and $1.8 million, respectively. The aged inventory allowance is recorded primarily to account for the decrease in market value of general stock inventory that is not manufactured to specific customer order. Inventory write offs were less than $0.1 million in fiscal year ended 2026 and $0.1 million in each of the fiscal years ended 2025 and 2024.
Results of Operations
The following discussion provides information which we believe is relevant to understanding our results of operations and financial condition. The discussion and analysis should be read in conjunction with the accompanying Consolidated Financial Statements and notes thereto. Unless otherwise indicated, this financial overview is for the continuing operations of the Company, which are comprised of the production and sales of business forms and other business products. The operating results of the Company for fiscal year 2026 and the comparative fiscal years 2025 and 2024 are included in the tables below.
Consolidated Summary
Consolidated Statements of |
|
Fiscal Years Ended |
|
|||||||||||||||||||||
Operations - Data (in thousands) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||||||||||||||
Net sales |
|
$ |
392,403 |
|
|
|
100.0 |
% |
|
$ |
394,618 |
|
|
|
100.0 |
% |
|
$ |
420,109 |
|
|
|
100.0 |
% |
Cost of goods sold |
|
|
271,992 |
|
|
|
69.3 |
|
|
|
277,324 |
|
|
|
70.3 |
|
|
|
294,767 |
|
|
|
70.2 |
|
Gross profit margin |
|
|
120,411 |
|
|
|
30.7 |
|
|
|
117,294 |
|
|
|
29.7 |
|
|
|
125,342 |
|
|
|
29.8 |
|
Selling, general and administrative |
|
|
67,734 |
|
|
|
17.3 |
|
|
|
65,378 |
|
|
|
16.6 |
|
|
|
68,830 |
|
|
|
16.4 |
|
(Gain) loss from disposal of assets |
|
|
(13 |
) |
|
|
— |
|
|
|
(58 |
) |
|
|
— |
|
|
|
53 |
|
|
|
— |
|
Income from operations |
|
|
52,690 |
|
|
|
13.4 |
|
|
|
51,974 |
|
|
|
13.2 |
|
|
|
56,459 |
|
|
|
13.4 |
|
Other income (expense), net |
|
|
5,904 |
|
|
|
1.5 |
|
|
|
3,480 |
|
|
|
0.9 |
|
|
|
2,664 |
|
|
|
0.6 |
|
Earnings before income taxes |
|
|
58,594 |
|
|
|
14.9 |
|
|
|
55,454 |
|
|
|
14.1 |
|
|
|
59,123 |
|
|
|
14.1 |
|
Provision for income taxes |
|
|
15,967 |
|
|
|
4.1 |
|
|
|
15,232 |
|
|
|
3.9 |
|
|
|
16,526 |
|
|
|
3.9 |
|
Net earnings |
|
$ |
42,627 |
|
|
|
10.9 |
% |
|
$ |
40,222 |
|
|
|
10.2 |
% |
|
$ |
42,597 |
|
|
|
10.1 |
% |
Net Sales. Our net sales were $392.4 million for fiscal year 2026, compared to $394.6 million for fiscal year 2025, a decrease of $2.2 million, or 0.6%. The decrease was primarily driven by lower organic volumes of approximately $25.0 million, reflecting continued softness in portions of the print market and ongoing pricing competition. The decline was largely offset by approximately $22.8 million increase in revenues generated from our recent acquisitions. Industry demand continues to be influenced by the long-term shift toward digital alternatives, although print remains an essential component in many of our customers’ operations. We continue to focus on, and maintain our pricing discipline, while optimizing our product mix to mitigate volume-related pressures.
Our net sales were $394.6 million for fiscal year 2025 compared to $420.1 million for fiscal year 2024, a decrease of $25.5 million or 6.1%, primarily due to a $38.7 million decrease in volume demand, partially offset by an approximately $13.2 million increase in revenues generated from our recent acquisitions during fiscal year 2024 and 2025.
Cost of Goods Sold. Manufacturing costs decreased $5.3 million, or 1.9% from $277.3 million for fiscal year 2025 to $272.0 million for fiscal year 2026, primarily reflecting lower sales volumes, partially offset by higher input costs in certain categories. Our gross profit was $120.4 million or 30.7% of sales for fiscal year 2026, compared to $117.3 million or 29.7% of sales for fiscal year 2025. The improvement in gross margin was driven by pricing discipline, product mix, and ongoing cost management initiatives, including procurement strategies and manufacturing efficiencies.
22
Manufacturing costs decreased $17.5 million, or 5.9%, from $294.8 million for fiscal year 2024 to $277.3 million for fiscal year 2025 primarily as a result of decreased sales volume. Our gross profit was $117.3 million or 29.7% of sales for fiscal year 2025, compared to $125.3 million or 29.8% for fiscal year 2024.
Selling, general, and administrative expenses. For fiscal year 2026, our selling, general and administrative (“SG&A”) expenses were $67.7 million compared to $65.4 million for fiscal year 2025, an increase of $2.3 million, or 3.5%. The increase was primarily driven by higher incentive compensation reflecting improved net earnings, increased medical costs, and higher amortization expense, partially offset by lower consolidation-related expenses. As a percentage of sales, SG&A increased from 16.6% in fiscal year 2025 to 17.3% in fiscal year 2026, reflecting the impact of lower organic volumes and higher operating costs.
Our SG&A expenses decreased approximately $3.4 million or 5.0%, from $68.8 million for fiscal year 2024 to $65.4 million for fiscal year 2025 primarily as a result of reduction in executive incentive compensation expense and operational efficiencies. As a percentage of sales, SG&A expenses increased slightly from 16.4% to 16.6% in fiscal year 2025.
(Gain) loss from disposal of assets. Our gain from disposal of assets was less than $0.1 million in 2026. The $0.1 million gain from disposal of assets for fiscal 2025 is primarily from the sale of unused manufacturing equipment. The $0.1 million loss from disposal of assets for fiscal 2024 is primarily from the sale of unused manufacturing equipment.
Income from operations. Primarily due to factors described above, our income from operations for fiscal year 2026 increased $0.7 million to $52.7 million or 13.4% of net sales from $52.0 million or 13.2% of net sales for fiscal year 2025. Income from operations for fiscal year 2025 decreased $4.5 million to $52.0 million or 13.2% of net sales from $56.5 million or 13.4% of net sales for fiscal year 2024.
Other income (expense). Other income was $5.9 million in 2026 compared to $3.5 million in 2025. The increase was primarily attributable to the recognition of $5.3 million related to proceeds received in connection with a legal matter against Wright Printing Company, its owners Mark Wright, and CEO Mardra Sikora, which includes $0.4 million of interest income.
Interest income decreased to $1.9 million in fiscal year 2026 from $4.9 million in 2025 and $4.0 million in 2024 primarily due to lower average cash balances following the special dividend paid in the fourth quarter of fiscal year 2025, an increase in inventory levels, and acquisition of NEC in fiscal year 2026. Other expense for fiscal year 2026 was $1.3 million compared to $1.4 million for fiscal year 2025 and $1.3 million for fiscal year 2024.
Provision for income taxes. Our effective tax rates for fiscal years 2026, 2025 and 2024 were 27.3%, 27.5%, and 28.0%, respectively.
Net earnings. Net earnings were $42.6 million, or $1.66 per diluted share for fiscal year 2026 compared to $40.2 million or $1.54 per diluted share for fiscal year 2025. The increase was primarily driven by improved gross margins and higher other income, including proceeds from the settlement of a legal matter, partially offset by lower revenues.
Net earnings were $40.2 million, or $1.54 per diluted share for fiscal year 2025 as compared to $42.6 million or $1.64 per diluted share for fiscal year 2024. Net earnings were impacted by decreased revenues in fiscal year 2025.
Liquidity and Capital Resources
We fund our operations primarily through cash generated from operating activities. Our principal cash requirements include payments to vendors in the ordinary course of business, capital expenditures, compensation and benefits, and dividends to shareholders. As of February 28, 2026, we had a cash and cash equivalents balance of $34.6 million. We expect operating cash flows to be consistent with prior years, and we anticipate reduced purchasing needs over the next few quarters due to our recent strategic stockpiling of carbonless paper inventory. Based on these factors, we believe our cash on hand, together with anticipated cash flows from operations, will be sufficient to meet our operating and capital requirements for the next twelve months. Our capital expenditures to maintain our manufacturing facilities are expected to range between $4.0 million and $7.0 million over the next twelve months, consistent with
23
historical spending levels. For the year ended February 2026, we spent approximately $3.7 million on capital expenditures and purchased a leased building for $8.0 million.
|
|
Fiscal Years Ended |
|
|||||||||
(Dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Working Capital |
|
$ |
96,389 |
|
|
$ |
119,436 |
|
|
$ |
167,581 |
|
Cash |
|
|
34,570 |
|
|
|
67,000 |
|
|
|
81,597 |
|
Short-term investments |
|
$ |
— |
|
|
$ |
5,475 |
|
|
$ |
29,325 |
|
Working Capital. Our working capital decreased $23.0 million or 19.3% from $119.4 million at February 28, 2025 to $96.4 million at February 28, 2026 primarily due to cash used for the acquisition of NEC, ESS and CFC totaling $38.9 million, stock repurchases of $14.5 million, dividends paid of $26.1 million, capital expenditures of $11.7 million and inventory purchases of $15.9 million, partially offset by cash collections on receivables. Our current ratio, calculated by dividing our current assets by our current liabilities, decreased from 4.6 to 1.0 for fiscal year 2025 to 3.7 to 1.0 for fiscal year 2026.
Our working capital decreased by approximately $48.2 million, or 28.8%, from $167.6 million at fiscal year 2024 to $119.4 million at fiscal year 2025. Our current ratio, calculated by dividing our current assets by our current liabilities, decreased from 6.0 to 1.0 for fiscal year 2024 to 4.6 to 1.0 for fiscal year 2025. Our decrease in working capital primarily reflects the decrease in cash due to a special dividend of $65.0 million paid to shareholders during the fiscal year 2025, offset by cash collections on receivables.
Cash Flow Components
|
|
Fiscal Years Ended |
|
|||||||||
(Dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Net cash provided by operating activities |
|
$ |
52,733 |
|
|
$ |
65,855 |
|
|
$ |
69,069 |
|
Net cash provided by (used in) investing activities |
|
|
(44,848 |
) |
|
|
13,200 |
|
|
|
(54,994 |
) |
Net cash used in financing activities |
|
$ |
(40,315 |
) |
|
$ |
(93,652 |
) |
|
$ |
(26,446 |
) |
Cash flows from operating activities. Cash provided by operating activities was $52.7 million for fiscal year 2026 (a decrease of $13.2 million compared to fiscal year 2025), $65.9 million for fiscal year 2025 (a decrease of $3.2 million compared to fiscal year 2024) and $69.1 million for fiscal year 2024.
Our decreased operational cash flows in fiscal year 2026 compared to fiscal year 2025 was primarily the result of
a $15.9 million increase in inventories, offset by a $2.4 million increase in earnings.
Our decreased operational cash flows in fiscal year 2025 compared to fiscal year 2024 was primarily the result of
a $6.1 million decrease from inventories, $0.7 million increase from our accounts receivable, offset by a $2.4 million decrease in earnings and $7.7 million decrease in payables and accrued expenses.
Cash flows from investing activities. Cash used in investing activities was $44.8 million in fiscal year 2026 compared to cash provided by investing activities of $13.2 million in fiscal year 2025, representing a $58.0 million decrease. During fiscal year 2026, we invested $8.0 million to purchase a facility we previously leased and paid $38.9 million for the acquisitions of NEC, ESS and CFC. During fiscal year 2025, we made acquisitions totaling $6.2 million and had net maturities of U.S. Treasury bills of $24.9 million. During fiscal year 2024, $19.6 million was used to acquire businesses and $29.9 million was used for net purchases of U.S. Treasury bills.
Cash flows from financing activities. Cash used in financing activities decreased by $53.3 million in fiscal year 2026 compared to fiscal year 2025. The decrease was primarily due to a one-time special dividend of $2.50 per share or $65.0 million, paid during fiscal year 2025. During fiscal years 2026, 2025 and 2024 we repurchased $14.5 million, $1.8 million and $0.6 million, respectively, of our common stock under our stock repurchase program.
Stock Repurchase – The Board has authorized the repurchase of the Company’s outstanding common stock under a program with an aggregate authorization of up to $60.0 million. Repurchases may be made from time to time in the open market or through privately negotiated transactions, depending on market conditions, share price, trading volume
24
and other factors. The program may be suspended or discontinued at any time without prior notice, subject to compliance with applicable insider trading rules and securities laws and regulations.
Since the program’s inception in October 2008, we have repurchased 3,127,900 common shares at an average price of $16.87 per share. During our fiscal year 2026, we repurchased 793,556 shares at an average price of $18.04 per share. As of February 28, 2026, $7.2 million remained available under the program. We may repurchase shares from time to time under the program, subject to Board authorization, market conditions and other factors.
Credit Facility – As of February 28, 2026, we had $0.2 million outstanding under a standby letter of credit arrangement secured by a cash collateral bank account. It is anticipated that our cash, short-term investments and funds from operating cash flows will be sufficient to fund anticipated future expenditures for at least the next twelve months from the date of this filing.
Pension Plan – The funded status of our Pension Plan is dependent on many factors, including returns on invested assets, the level of market interest rates and the level of funding. The assumptions used to calculate the pension funding deficit are different from the assumption used to determine the net pension obligations for purposes of our Consolidated Financial Statements. The funding of our Pension Plan is governed by the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and the Internal Revenue Code and is also subject to the Moving Ahead for Progress in the 21st Century Act, the Highway and Transportation Funding Act of 2014, the Bipartisan Budget Act of 2015, and the American Rescue Plan Act of 2021. Under these regulations, the liabilities are discounted using 24-month average corporate bond rates within a specified corridor around the 25-year average. For the remainder of 2026, the effective discount rate is expected to be between 5.30% and 5.40%. We were not required to make, and did not make a contribution to our Pension Plan in fiscal year 2026; however, we contributed $1.2 million in each of fiscal years 2025 and 2024. Given our funded status as of February 28, 2026, and absent any significant negative event, we anticipate that our future contributions will be between $1.0 million and $1.2 million per year, depending on our Pension Plan’s funding.
Inventories – We believe our inventory levels are sufficient to satisfy customer demand, and we expect to maintain adequate access to raw materials to support future business requirements. Recent consolidation within the paper industry and the closure of the sole U.S. mill producing rolls of carbonless paper are expected to create volatility in paper pricing and supply availability. In anticipation of this disruption, we made a strategic decision to increase inventory levels to mitigate the risk of shortages and ensure continuity of supply. We maintain long-term supply agreements with key paper vendors that establish pricing parameters but do not impose minimum purchase obligations. Certain rebate programs, however, are contingent on achieving minimum purchase volumes and management currently expects to meet those requirements. During the current fiscal year, our primary domestic supplier of carbonless papers permanently closed one of its mills, and we are in the process of identifying and transitioning to alternative suppliers on a go-forward basis.
Capital Expenditures – We continue to make capital expenditures for operational maintenance purposes, as required. Additionally, we will carefully evaluate capital expenditures for additional equipment to the extent such investments improve our operations and do not jeopardize our strong liquidity position. We expect our capital requirements for fiscal year 2027, exclusive of capital required for possible acquisitions, to be within our historical range of between $4.0 million and $7.0 million.
For the year ended February 2026, we spent approximately $3.7 million on capital expenditures and purchased a leased building for $8.0 million. We expect to generate sufficient cash flows from our operating activities to cover our operating and other normal capital requirements for the foreseeable future.
Contractual Obligations – There have been no significant changes in our contractual obligations since February 28, 2026 that have, or that are reasonably likely to have, a material impact on our results of operations or financial condition. The following table represents our contractual commitments as of February 28, 2026 (in thousands).
|
|
|
|
|
Due in less |
|
|
Due in |
|
|
Due in |
|
|
Due in more |
|
|||||
|
|
Total |
|
|
than 1 year |
|
|
1-3 years |
|
|
4-5 years |
|
|
than 5 years |
|
|||||
Estimated pension benefit payments to |
|
$ |
40,300 |
|
|
$ |
3,500 |
|
|
$ |
7,700 |
|
|
$ |
8,200 |
|
|
$ |
20,900 |
|
Letters of credit |
|
|
176 |
|
|
|
176 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Operating leases |
|
|
9,721 |
|
|
|
4,332 |
|
|
|
4,279 |
|
|
|
970 |
|
|
|
140 |
|
Total |
|
$ |
50,197 |
|
|
$ |
8,008 |
|
|
$ |
11,979 |
|
|
$ |
9,170 |
|
|
$ |
21,040 |
|
25
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
Interest Rates
From time to time, we are exposed to interest rate risk on short-term and long-term financial instruments carrying variable interest rates. While we had no outstanding debt at February 28, 2026, we would be exposed to interest rate risk if we borrow under a credit facility in the future. 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. In addition, a decrease in the discount rate could negatively impact our Pension Plan’s funded status. See Critical Accounting Estimates in Item 7 and Note 13 of the Consolidated Financial Statements for further discussion.
This market risk discussion contains forward-looking statements. Actual results may differ materially from this discussion based upon general market conditions and changes in domestic and global financial markets.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our Consolidated Financial Statements and Supplementary Data required by this Item 8 are set forth following the signature page of this report and are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of February 28, 2026. Based upon that review and evaluation, we have concluded that our disclosure controls and procedures were effective as of February 28, 2026.
Management’s Report on Internal Control over Financial Reporting
The Consolidated 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 Consolidated 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 Consolidated 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 disposition of the Company’s assets that could have a material effect on the financial statements.
26
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 28, 2026. 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 28, 2026, the Company’s internal control over financial reporting is effective.
In conducting our evaluation, we excluded the assets and liabilities and results of operations of our acquisitions, NEC, ESS and CFC, during fiscal year ended 2026, in accordance with the SEC staff's interpretive guidance concerning management's reporting on internal controls over financial reporting in connection with these acquisitions. The assets and revenues resulting from these acquisitions constituted approximately 12.8% and 5.8%, respectively, of the related Consolidated Financial Statement amounts as of and for the year ended February 28, 2026.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management believes that the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly in all material respects our consolidated position, results of operations and cash flows for the period presented.
CohnReznick LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements of the Company for the fiscal years ended February 28, 2026, February 28, 2025 and February 29, 2024, and has audited the effectiveness of the Company’s internal control over financial reporting as of February 28, 2026. 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.
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS
Not Applicable.
27
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Except as set forth below, the information required by Item 10 is incorporated herein by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders, including “Election of Directors”, “Corporate Governance”, “Executive Officers” and “Delinquent Section 16(a) Reports.”
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is hereby incorporated herein by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12, as to certain beneficial owners and management, is hereby incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders.
The information required by Item 13 is hereby incorporated herein by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is hereby incorporated herein by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders.
28
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report.
An “Index to Consolidated Financial Statements” has been filed as a part of this Report beginning on page F-1 hereof.
Exhibit Number |
|
Description |
|
|
|
Exhibit 3.1(a) |
|
Restated Articles of Incorporation, as amended through June 23, 1983 with attached amendments dated June 20, 1985, July 31, 1985, June 16, 1988 and November 4, 1998, incorporated herein by reference to Exhibit 3.1(a) to the Registrant’s Form 10-Q filed on October 6, 2017 (File No. 001-05807). |
|
|
|
Exhibit 3.1(b) |
|
Amendment to Articles of Incorporation, dated June 17, 2004, incorporated herein by reference to Exhibit 3.1(b) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2007 filed on May 9, 2007(File No. 001-05807). |
|
|
|
Exhibit 3.2 |
|
Fourth Amended and Restated Bylaws of Ennis, Inc., dated July 10, 2017, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 10, 2017 (File No. 001-05807). |
|
|
|
Exhibit 4.1 |
|
Description of Ennis, Inc. Securities Registered under Section 12 of the Exchange Act of 1934, incorporated herein by reference to Exhibit 4.1 on Registrant's Annual Report, Form 10-K, fiscal year ended February 29, 2024 filed May 10, 2024 (File No. 001-05807). |
|
|
|
Exhibit 10.1 |
|
Amended and Restated Chief Executive Officer Employment Agreement between Ennis, Inc. and Keith S. Walters, effective as of December 19, 2008, herein incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on January 20, 2009 (File No. 001-05807).+ |
|
|
|
Exhibit 10.2 |
|
2021 Long-Term Incentive Plan effective on July 15, 2021, incorporated herein by reference to Appendix A of the Registrant's Form DEF 14A filed on June 3, 2021. |
|
|
|
Exhibit 19 |
|
Insider Trading Policy effective as of May 1, 2025, incorporated herein by reference to Exhibit 19 to the Registrant's Form 10-K filed on May 13, 2025 (File No. 001-05807) |
|
|
|
Exhibit 21 |
|
Subsidiaries of Registrant* |
|
|
|
Exhibit 23.1 |
|
Consent of Independent Registered Public Accounting Firm* |
|
|
|
Exhibit 31.1 |
|
Certification Pursuant to Rule 13a-14(a) of Chief Executive Officer.* |
|
|
|
Exhibit 31.2 |
|
Certification Pursuant to Rule 13a-14(a) of Chief Financial Officer.* |
|
|
|
Exhibit 32.1 |
|
Section 1350 Certification of Chief Executive Officer.** |
|
|
|
Exhibit 32.2 |
|
Section 1350 Certification of Chief Financial Officer.** |
|
|
|
Exhibit 97 |
|
Compensation Clawback Policy effective as of September 15, 2023, incorporated herein by reference to Exhibit 97 on Registrant's Annual Report, Form 10-K, fiscal year ended February 29, 2024 filed May 10, 2024 (File No. 001-05807), |
|
|
|
Exhibit 101 |
|
The following information from Ennis, Inc.’s Annual Report on Form 10-K for the year ended February 28, 2026, filed on May 8, 2026, formatted as Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail. |
|
|
|
Exhibit 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith.
** Furnished herewith.
+ Represents a management contract or a compensatory plan or arrangement.
29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
ENNIS, INC. |
|
|
|
|
Date: May 8, 2026 |
|
/s/ KEITH S. WALTERS |
|
|
Keith S. Walters, Chairman of the Board, |
|
|
Chief Executive Officer and President |
|
|
|
Date: May 8, 2026 |
|
/s/ VERA BURNETT |
|
|
Vera Burnett |
|
|
Chief Financial Officer, Treasurer and Principal Financial and Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date: May 8, 2026 |
|
/s/ KEITH S. WALTERS |
|
|
Keith S. Walters, Chairman of the Board, Chief Executive Officer and President |
|
|
|
Date: May 8, 2026 |
|
/s/ WALTER D. GRUENES |
|
|
Walter D. Gruenes, Director |
|
|
|
Date: May 8, 2026 |
|
/s/ AARON CARTER |
|
|
Aaron Carter, Director |
|
|
|
Date: May 8, 2026 |
|
/s/ BARBARA T. CLEMENS |
|
|
Barbara T. Clemens, Director |
|
|
|
Date: May 8, 2026 |
|
/s/ MARGARET A. WALTERS |
|
|
Margaret A. Walters, Director |
|
|
|
Date: May 8, 2026 |
|
/s/ GARY S. MOZINA |
|
|
Gary S. Mozina, Director |
|
|
|
Date: May 8, 2026 |
|
/s/ TROY L. PRIDDY |
|
|
Troy L. Priddy, Director |
|
|
|
Date: May 8, 2026 |
|
/s/ ALEJANDRO QUIROZ |
|
|
Alejandro Quiroz, Director |
|
|
|
Date: May 8, 2026 |
|
/s/ MICHAEL D. MAGILL |
|
|
Michael D. Magill, Director |
|
|
|
Date: May 8, 2026 |
|
/s/ VERA BURNETT |
|
|
Vera Burnett, Principal Financial and Accounting Officer |
30
ENNIS, INC. AND SUBSIDIARIES
Index to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm (PCAOB ID: |
F-2 |
Consolidated Balance Sheets — February 28, 2026 and February 28, 2025 |
F-5 |
Consolidated Statements of Operations — Fiscal years ended 2026, 2025 and 2024 |
F-6 |
Consolidated Statements of Comprehensive Income — Fiscal years ended 2026, 2025 and 2024 |
F-7 |
Consolidated Statements of Changes in Shareholders’ Equity — Fiscal years ended 2026, 2025 and 2024 |
F-8 |
Consolidated Statements of Cash Flows — Fiscal years ended 2026, 2025 and 2024 |
F-9 |
Notes to Consolidated Financial Statements |
F-10 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Ennis, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Ennis, Inc. and subsidiaries (the “Company”) as of February 28, 2026 and 2025, and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended February 28, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended February 28, 2026 in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of February 28, 2026, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated May 8, 2026 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
We have served as the Company’s auditor since November 2022.
May 8, 2026
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Ennis, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited the internal control over financial reporting of Ennis, Inc. and subsidiaries (the “Company”) as of February 28, 2026, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 28, 2026, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting excluded the internal controls of Northeastern Envelope Company (“NEC”), Envelope Superstore (“ESS”), and CFC Print & Mail (“CFC”), which are consolidated starting from their respective acquisition dates of April 11, 2025, April 11, 2025 and November 14, 2025, respectively, in the consolidated financial statements of the Company and constituted approximately 12.8% of assets and 5.8% of net sales as of and for the year ended February 28, 2026. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of NEC, ESS, and CFC at February 28, 2026.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows of the Company and our report dated May 8, 2026 expressed and unqualified opinion.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the entity’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
An entity’s internal control over financial reporting is a process 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. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements.
F-3
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ CohnReznick LLP
Frisco, Texas
May 8, 2026
F-4
ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
|
|
February 28, |
|
|
February 28, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Short-term investments |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
Inventories, net |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Prepaid income taxes |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Operating lease right-of-use assets, net |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Intangible assets, net |
|
|
|
|
|
|
||
Net pension asset |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued expenses |
|
|
|
|
|
|
||
Current portion of operating lease liabilities |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Operating lease liabilities, net of current portion |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
Shareholders’ equity |
|
|
|
|
|
|
||
Common stock $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Retained earnings |
|
|
|
|
|
|
||
Accumulated other comprehensive loss: |
|
|
|
|
|
|
||
Minimum pension liability, net of taxes |
|
|
( |
) |
|
|
( |
) |
Treasury stock |
|
|
( |
) |
|
|
( |
) |
Total shareholders’ equity |
|
|
|
|
|
|
||
Total liabilities and shareholders' equity |
|
$ |
|
|
$ |
|
||
See accompanying notes to Consolidated Financial Statements.
F-5
ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
|
|
Fiscal Years Ended |
|
|||||||||
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|||
(Gain) loss from disposal of assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Income from operations |
|
|
|
|
|
|
|
|
|
|||
Other income (expense) |
|
|
|
|
|
|
|
|
|
|||
Interest income (expense) |
|
|
|
|
|
|
|
|
|
|||
Other, net |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total other income (expense) |
|
|
|
|
|
|
|
|
|
|||
Earnings from continuing operations before income taxes |
|
|
|
|
|
|
|
|
|
|||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|||
Net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
|
|
|
|
|
|
|
|
|||
Diluted |
|
|
|
|
|
|
|
|
|
|||
Earnings per share |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|||
See accompanying notes to Consolidated Financial Statements.
F-6
ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
|
|
Fiscal Years Ended |
|
|||||||||
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Adjustment to pension, net of taxes |
|
|
|
|
|
|
|
|
|
|||
Comprehensive income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
See accompanying notes to Consolidated Financial Statements.
F-7
ENNIS, INC. AND SUBSIDIARIES
FOR THE FISCAL YEARS ENDED 2024, 2025, AND 2026
(in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Common Stock |
|
|
Paid-in |
|
|
Retained |
|
|
Comprehensive |
|
|
Treasury Stock |
|
|
|
|
||||||||||||||
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Shares |
|
|
Amount |
|
|
Total |
|
||||||||
Balance March 1, 2023 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Adjustment to pension, net of deferred tax of $ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Dividends paid ($ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock based compensation |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Exercise of stock options and restricted stock |
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
||
Common stock repurchases |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance February 29, 2024 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Adjustment to pension, net of deferred tax of $ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Dividends paid ($ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock based compensation |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Exercise of stock options and restricted stock |
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Common stock repurchases |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance February 28, 2025 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Adjustment to pension, net of deferred tax of $ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Dividends paid ($ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock based compensation |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Exercise of stock options and restricted stock |
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Common stock repurchases |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance February 28, 2026 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
See accompanying notes to Consolidated Financial Statements.
F-8
ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
Fiscal Years Ended |
|
|||||||||
|
|
|
2026 |
|
|
|
2025 |
|
|
|
2024 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|||
Net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Adjustments to reconcile net earnings to net |
|
|
|
|
|
|
|
|
|
|||
Depreciation |
|
|
|
|
|
|
|
|
|
|||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|||
(Gain) loss from disposal of assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Accrued interest on short-term investments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Credit losses |
|
|
|
|
|
|
|
|
|
|||
Stock based compensation |
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net pension expense |
|
|
|
|
|
|
|
|
|
|||
Cash paid to pension plan |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Changes in operating assets and liabilities, net of the effects |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable |
|
|
|
|
|
|
|
|
|
|||
Prepaid expenses and income taxes |
|
|
|
|
|
|
|
|
( |
) |
||
Inventories |
|
|
( |
) |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
( |
) |
|
|
|
||
Accounts payable and accrued expenses |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Other liabilities |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|||
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Purchase of businesses, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Purchase of investment securities |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Maturity of investment securities |
|
|
|
|
|
|
|
|
|
|||
Proceeds from disposal of plant and property |
|
|
|
|
|
|
|
|
|
|||
Net cash provided by (used in) investing activities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|||
Dividends paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Common stock repurchases |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from exercise of stock options |
|
|
|
|
|
|
|
|
|
|||
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net change in cash |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|||
See accompanying notes to Consolidated Financial Statements.
F-9
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Significant Accounting Policies and General Matters
Nature of Operations. Ennis, Inc. and its wholly owned subsidiaries (collectively, the “Company”) are principally engaged in the production of and sale of business forms and other printed products to customers primarily located in the United States.
Basis of Consolidation. The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company’s last three fiscal years ended on the following days: February 28, 2026, February 28, 2025 and February 29, 2024 (fiscal years ended 2026, 2025 and 2024, respectively).
Segment Reporting. The Company evaluates and reports information based on the manner in which our Chief Executive Officer (“CEO”), who is the chief operating decision maker (“CODM”), evaluates performance and allocates resources. The CODM evaluates performance and allocates resources to the business on a consolidated basis, and as such, the Company has concluded it has a single operating and reportable segment. See Note 20.
Cash and Cash Equivalents. All highly liquid investments with a maturity of three months or less when purchased
are considered cash equivalents.
Accounts Receivable and Allowance for Credit Losses. Trade receivables are uncollateralized customer obligations due under normal trade terms requiring payment generally within
Inventories. The Company values its inventories at the lower of first-in, first out (“FIFO”) cost or market cost, with the exception of approximately
Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is based upon the fair value of assets.
Property, Plant and Equipment. Depreciation and amortization of property, plant and equipment is calculated using the straight-line method over a period considered adequate to amortize the total cost over the useful lives of the assets, which range from
F-10
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Goodwill and Other Intangible Assets. Goodwill is the excess of the purchase price paid over the value of net assets of businesses acquired and is not amortized. Intangible assets, all of which are definite-lived, consist of trademarks and trade names, customer lists, non-compete agreements and technology, and are amortized on a straight-line basis over their estimated useful lives. Goodwill is evaluated for impairment on an annual basis, or more frequently if impairment indicators arise, using a quantitative or qualitative fair-value-based test that compares the fair value of the related business unit to its carrying value.
Fair Value of Financial Instruments. Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Fair value is determined based on the exchange price that would be received for an asset or transferred for a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying amounts of cash, accounts receivables, and accounts payable approximate fair value because of the short maturity and/or variable rates associated with these instruments. The Company categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
Level 1 - Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2 - Inputs utilize data points that are observable such as quoted prices, interest rates and yield curves.
Level 3 - Inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
Treasury Stock. The Company accounts for repurchases of common stock using the cost method with common stock in treasury classified in the consolidated balance sheets as a reduction of shareholders’ equity.
Revenue Recognition.
Nature of Revenues
Substantially all of the Company’s revenue from contracts with customers consist of the sale of commercial printing products in the continental United States of America and is primarily recognized at a point in time in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. Revenue from the sale of commercial printing products, including shipping and handling fees billed to customers, is recognized upon the transfer of control to the customer, which is generally upon shipment to the customer when the terms of the sale are FOB shipping point, or, to a lesser extent, upon delivery to the customer if the terms of the sale are FOB destination. Net sales represent gross sales invoiced to customers, less certain related charges, including sales tax, discounts, returns and other allowances. Returns, discounts and other allowances have historically been insignificant.
F-11
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In a small number of cases and upon customer request, the Company prints and stores commercial printing product for customer specified future delivery, generally within the same year as the product is manufactured. In this case, revenue is recognized upon the transfer of control when manufacturing is complete and title and risk of ownership is passed to the customer while the inventory remains in the Company's warehouses. Approximately $
Storage revenue for certain customers may be recognized over time rather than at a point in time. The amount of storage revenue is immaterial to the Consolidated Financial Statements. As the output method for measure of progress is determined to be appropriate, the Company recognizes revenue in the amount for which it has the right to invoice for revenue that is recognized over time and for which it demonstrates that the invoiced amount corresponds directly with the value to the customer for the performance completed to date.
The Company does not disaggregate revenue and operates in one sales category consisting of customized commercial printed products, which is reported as net sales on the consolidated statements of operations. The Company does not have material contract assets and contract liabilities as of February 28, 2026 and February 28, 2025.
Significant Judgments
Generally, the Company’s contracts with customers are comprised of a written quote and customer purchase order or statement of work and governed by the Company’s trade terms and conditions. In certain instances, it may be further supplemented by separate pricing agreements and customer incentive arrangements, which typically only affect the contract’s transaction price. Contracts do not contain a significant financing component as payment terms on invoiced amounts are typically between
From time to time, the Company may offer incentives to its customers considered to be variable consideration including volume-based rebates or early payment discounts. Customer incentives considered to be variable consideration are recorded as a reduction to revenue as part of the transaction price at contract inception when there is a basis to reasonably estimate the amount of the incentive and only to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Customer incentives are allocated entirely to the single performance obligation of transferring printed product to the customer and are not considered material.
For customers with terms of FOB shipping point, the Company accounts for shipping and handling activities performed after the control of the printed product has been transferred to the customer as a fulfillment cost. The Company accrues for the costs of shipping and handling activities if revenue is recognized before contractually agreed shipping and handling activities occur.
The Company’s contracts with customers are generally short-term in nature. Accordingly, the Company does not disclose the value of unsatisfied performance obligations nor the timing of revenue recognition.
Advertising Expenses. The Company expenses advertising costs as incurred. Catalog and brochure preparation and printing costs, which are considered direct response advertising, are amortized to expense over the life of the catalog, which typically ranges from to
Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In the event the Company determines that its deferred tax assets, more likely than not, will not be realized in the future, the valuation adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination.
F-12
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Earnings Per Share. Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding and then adding the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. This is calculated using the treasury stock method. Potentially dilutive securities are included in diluted earnings per share to the extent their effect is dilutive under the treasury stock method. Securities that are anti-dilutive are excluded from the calculation. The dilutive shares for restricted stock grants are included in the computation for basic and diluted earnings per share.
Accumulated Other Comprehensive Loss. Accumulated other comprehensive loss is defined as the change in equity resulting from transactions from non-owner sources. Other comprehensive income consisted of changes in the funded status of the Company’s pension plan.
Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
Shipping and Handling Costs. The Company records amounts billed to customers for shipping and handling costs in net sales and related costs are included in cost of goods sold.
Stock Based Compensation. The Company recognizes stock based compensation expense over the requisite service period of the individual grants, which generally equals the vesting period. Actual forfeitures are recorded when they occur. The fair value of all share based awards is estimated on the date of grant.
Issued accounting standards not yet adopted
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", that requires entities to disclose additional information in the notes to the financial statements about prescribed categories underlying any relevant income statement expense caption. The new standard is effective for annual reporting periods beginning after December 15, 2026 (fiscal year 2028 for the Company) and interim periods within annual reporting periods beginning after December 15, 2027. The adoption of this standard is not expected to have a material impact on the Company's Consolidated Financial Statements but will result in some disaggregation of the Company's income statement expenses in the notes to the Consolidated Financial Statements.
Recently adopted accounting standards
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which expands disclosures in a public business entity’s income tax rate reconciliation table and other disclosures regarding cash taxes paid both in the U.S. and to foreign taxing jurisdictions. The Company adopted ASU 2023-09 first in its annual Consolidated Financial Statements for the year ending February 28, 2026, and it was applied retrospectively to all prior periods presented. See Note 14.
(2) Accounts Receivable and Allowance for Credit Losses
Accounts receivable are reduced by an allowance for an estimate of amounts that are uncollectible. Substantially all of the Company’s receivables are due from customers in North America. The Company extends credit to its customers based upon its evaluation of the following factors: (i) the customer’s financial condition, (ii) the amount of credit the customer requests, and (iii) the customer’s actual payment history (which includes disputed invoice resolution). The Company does not typically require its customers to post a deposit or supply collateral. The Company’s allowance for credit losses is based on an analysis that estimates the amount of its total customer receivable balance that is not collectible. This analysis includes assessing a default probability to customers’ receivable balances, which is
F-13
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
influenced by several factors including (i) current market conditions, (ii) periodic review of customer credit worthiness, and (iii) review of customer receivable aging and payment trends.
The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance in the period the payment is received. Recoveries for the years presented were not significant to the Consolidated Financial Statements. Credit losses have consistently been within management’s expectations.
The following table represents the activity in the Company’s allowance for credit losses for the fiscal years ended (in thousands):
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Balance at beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Credit losses |
|
|
|
|
|
|
|
|
|
|||
Recoveries |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Accounts written off |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at end of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table presents a summary of receivables (in thousands):
|
|
2026 |
|
|
2025 |
|
||
Trade receivables, net of allowance for credit losses |
|
$ |
|
|
$ |
|
||
Vendor rebates |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
(3) Short-term Investments and Fair Value Measurements
Short-term investments consist of U.S. Treasury Bills with original maturities of greater than three months but less than twelve months. The Company determines the classification of these securities as trading, available for sale or held-to-maturity at the time of purchase and re-evaluates these determinations at each balance sheet date. The Company did not hold any short‑term investments at February 28, 2026. At February 28, 2025, the Company’s short‑term investments were classified as held‑to‑maturity and were stated at amortized cost, which approximated fair value. When held, the Company's held-to-maturity investments are stated at amortized cost, which approximated fair value, and are periodically assessed for other-than-temporary impairment.
Amortized cost and estimated fair value of investment securities classified as held-to-maturity were as follows at February 28, 2026 and February 28, 2025 (in thousands):
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
||||
|
|
Cost or |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
||||
|
|
Amortized |
|
|
Holding |
|
|
Holding |
|
|
Fair |
|
||||
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
||||
February 28, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities due in less than one year |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
February 28, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities due in less than one year |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
F-14
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s short-term investments in investment securities were Level 1 fair value measure due to the active trading of U.S. Treasury bills. The Company did not hold any Level 2 or 3 financial assets or liabilities measured at fair value on a recurring basis. There were no transfers between levels during the fiscal years ended February 28, 2026 or February 28, 2025.
(4) Inventories
The following table summarizes the components of inventories at the different stages of production as of February 28, 2026 and February 28, 2025 (in thousands):
|
|
2026 |
|
|
2025 |
|
||
Raw material |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
The allowance for aged obsolete inventory at fiscal years ended 2026 and 2025 were $
The excess of current costs at FIFO over LIFO stated values was approximately $
(5) Property, Plant and Equipment
The following table presents a summary of property, plant and equipment, net:
|
February 28, |
|
|
February 28, |
|
||
|
2026 |
|
|
2025 |
|
||
Plant, machinery and equipment |
$ |
|
|
$ |
|
||
Land and buildings |
|
|
|
|
|
||
Computer equipment and software |
|
|
|
|
|
||
Other |
|
|
|
|
|
||
Property, plant and equipment |
|
|
|
|
|
||
Less accumulated depreciation |
|
|
|
|
|
||
Property, plant and equipment, net |
$ |
|
|
$ |
|
||
F-15
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(6) Acquisitions
The Company applies the acquisition method of accounting for business combinations. Under the acquisition method, the acquiring entity in a business combination recognizes
Acquisition of CFC Print & Mail
On November 14, 2025, the Company acquired the assets and business of CFC Print & Mail ("CFC"), which is based in Grand Prairie, TX for approximately $
The following table summarizes the Company's purchase price allocation for CFC as of the acquisition date (in thousands):
Accounts receivable |
$ |
|
|
Inventories |
|
|
|
Other assets |
|
|
|
Right-of-use asset |
|
|
|
Property, plant and equipment |
|
|
|
Intangibles |
|
|
|
Operating lease liability |
|
( |
) |
Accounts payable and accrued liabilities |
|
( |
) |
Acquisition price |
$ |
|
Acquisition of Northeastern Envelope Company and Envelope Superstore
On April 11, 2025 the Company acquired the net assets and business of Northeastern Envelope Company ("NEC"), which is based in Old Forge, Pennsylvania, and Envelope Superstore ("ESS") which is based in Hiram, Georgia, for approximately $
F-16
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the Company's purchase price allocation for NEC and ESS as of the acquisition date (in thousands), which includes a working capital adjustment of approximately $
Accounts receivable |
$ |
|
|
Inventories |
|
|
|
Right-of-use asset |
|
|
|
Property, plant and equipment |
|
|
|
Goodwill |
|
|
|
Intangibles |
|
|
|
Operating lease liability |
|
( |
) |
Accounts payable and accrued liabilities |
|
( |
) |
Acquisition price |
$ |
|
Acquisition of Printing Technologies
On June 26, 2024, the Company acquired the assets and business of Printing Technologies, Inc. ("PTI"), which is based in Indianapolis, Indiana, for approximately $
The following table summarizes the Company's purchase price allocation for PTI as of the acquisition date (in thousands):
Accounts receivable |
$ |
|
|
Inventories |
|
|
|
Other assets |
|
|
|
Right-of-use asset |
|
|
|
Property, plant and equipment |
|
|
|
Intangibles |
|
|
|
Operating lease liability |
|
( |
) |
Accounts payable and accrued liabilities |
|
( |
) |
Acquisition price |
$ |
|
During fiscal year 2025, the Company also purchased a customer list in the amount of $
F-17
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The results of operations for PTI, NEC, ESS, and CFC are included in the Company’s Consolidated Financial Statements from the respective dates of acquisition. The following table sets forth certain operating information on a pro forma basis as though each acquisition had occurred as of the beginning of the comparable prior period (that is, March 1, 2024).
|
|
Unaudited |
|
|
Unaudited |
|
|
Unaudited |
|
|||
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Pro forma net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Pro forma net earnings |
|
|
|
|
|
|
|
|
|
|||
Pro forma earnings per share - diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The pro forma results are not necessarily indicative of what would have occurred if the acquisition had been in effect for the period presented.
(7) Leases
Operating lease expense is recognized on a straight-line basis over the lease term, and variable lease payments are expensed as incurred. The Company had no material variable lease costs for the fiscal years ended 2026 and 2025.
The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and direct the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment.
Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. To determine the present value of lease payments not yet paid, the Company estimates incremental borrowing rates based on the information available at lease commencement date as rates are not implicitly stated in most leases.
Lease expense is recognized in cost of sales and selling, general and administrative expense within the consolidated statements of operations, based on the underlying nature of the leased asset.
F-18
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Components of lease expense for the three fiscal years ended (in thousands):
|
|
|
|
|
|
|
|
|
|
|||
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Supplemental cash flow information related to leases was as follows: |
|
|
|
|
|
|
|
|
|
|||
Cash paid for amounts included in the measurement of lease liabilities |
|
|
|
|
|
|
|
|
|
|||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Right-of-use assets obtained in exchange for lease obligations |
|
|
|
|
|
|
|
|
|
|||
Operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Weighted Average Remaining Lease Terms |
|
|
|
|
|
|
|
|
|
|||
Operating leases |
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||
Weighted Average Discount Rate |
|
|
|
|
|
|
|
|
|
|||
Operating leases |
|
|
% |
|
|
% |
|
|
% |
|||
Future minimum lease commitments under non-cancelable operating leases for each of the fiscal years ending are as follows (in thousands):
|
|
Operating |
|
|
|
|
Lease |
|
|
|
|
Commitments |
|
|
2027 |
|
$ |
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
Thereafter |
|
|
|
|
Total future minimum lease payments |
|
$ |
|
|
Less imputed interest |
|
|
|
|
Present value of lease liabilities |
|
$ |
|
|
(8) Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of net assets of acquired businesses and is not amortized. Goodwill is tested for impairment at the single reporting unit level. The annual impairment test of goodwill and intangible assets is performed as of December 1 of each fiscal year.
The Company uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of the reporting unit exceeds its carrying amount, including goodwill. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, overall financial performance of the business, and performance of the share price of the Company.
If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a quantitative assessment is performed. The quantitative evaluation utilizes multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis). The computations require management to make significant
F-19
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates. If the evaluation results in the fair value of the goodwill for the reporting unit being lower than the carrying value, an impairment charge is recorded. A goodwill impairment charge was
Definite-lived intangible assets are amortized over their estimated useful lives and tested for impairment if events or changes in circumstances indicate that the asset may be impaired.
The carrying amount and accumulated amortization of the Company’s intangible assets at each balance sheet date are as follows (in thousands):
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
||||
|
|
Average |
|
|
|
|
|
|
|
|
|
|
||||
|
|
Remaining |
|
|
Gross |
|
|
|
|
|
|
|
||||
|
|
Life |
|
|
Carrying |
|
|
Accumulated |
|
|
|
|
||||
As of February 28, 2026 |
|
(in years) |
|
|
Amount |
|
|
Amortization |
|
|
Net |
|
||||
Definite-lived intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trademarks and trade names |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Customer lists |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-compete |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Technology |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of February 28, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Definite-lived intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trademarks and trade names |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Customer lists |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-compete |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Technology |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Aggregate amortization expense for each of the fiscal years 2026, 2025 and 2024 was approximately $
The Company’s estimated amortization expense for the next five fiscal years is as follows (in thousands):
2027 |
|
$ |
|
|
2028 |
|
$ |
|
|
2029 |
|
$ |
|
|
2030 |
|
$ |
|
|
2031 |
|
$ |
|
F-20
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes in the net carrying amount of goodwill for fiscal years 2026 and 2025 are as follows (in thousands):
Balance as of March 1, 2024 |
|
$ |
|
|
Goodwill acquired |
|
|
|
|
Balance as of February 28, 2025 |
|
|
|
|
Goodwill acquired |
|
|
|
|
Balance as of February 28, 2026 |
|
$ |
|
During fiscal year 2026, $
(9) Accrued Expenses
The following table summarizes the components of other accrued expenses for the fiscal years ended (in thousands):
|
|
February 28, |
|
|
February 28, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Employee compensation and benefits |
|
$ |
|
|
$ |
|
||
Taxes other than income |
|
|
|
|
|
|
||
Accrued legal and professional fees |
|
|
|
|
|
|
||
Accrued utilities |
|
|
|
|
|
|
||
Income taxes payable |
|
|
|
|
|
|
||
Other accrued expenses |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
(10) Credit Facility
As of February 28, 2026, the Company has $
(11) Shareholders’ Equity
The Company’s board of directors (the "Board") has authorized the repurchase of the Company’s outstanding common stock through a stock repurchase program, which authorized amount is currently up to $
During the fiscal year 2026 and 2025, the Company repurchased
F-21
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(12) Stock Option Plan and Stock Based Compensation
The Company grants stock options, restricted stock and restricted stock units (“RSUs”) to key executives and managerial employees and non-employee directors. Subject to the affirmative vote of the shareholders, the Board adopted the 2021 Long-Term Incentive Plan of Ennis, Inc. (the "Plan") on April 16, 2021 authorizing
The Company recognizes compensation expense for stock options and restricted stock grants on a straight-line basis over the requisite service period. For the fiscal years ended 2026, 2025 and 2024, the Company included in selling, general and administrative expenses, compensation expense related to share based compensation of $
Stock Options
|
|
February 28, |
|
|
February 29 |
|
||
|
|
2026 |
|
|
2024 |
|
||
Expected volatility |
|
|
% |
|
|
% |
||
Expected term (years) |
|
|
|
|
|
|
||
Risk free interest rate |
|
|
% |
|
|
% |
||
Dividend Yield |
|
|
% |
|
|
% |
||
Weighted average grant-date fair value |
|
$ |
|
|
$ |
|
||
The Company had the following stock option activity for fiscal years 2025 and 2026.
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
||||
|
|
|
|
|
Weighted |
|
|
Average |
|
|
Aggregate |
|
||||
|
|
Number |
|
|
Average |
|
|
Remaining |
|
|
Intrinsic |
|
||||
|
|
of Shares |
|
|
Exercise |
|
|
Contractual |
|
|
Value(a) |
|
||||
|
|
(exact quantity) |
|
|
Price |
|
|
Life (in years) |
|
|
(in thousands) |
|
||||
Outstanding at March 1, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at March 1, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Terminated |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at February 28, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at February 28, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
F-22
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of the status of the Company’s unvested stock options at February 28, 2026 are presented below:
|
|
|
|
|
Weighted |
|
||
|
|
|
|
|
Average |
|
||
|
|
Number |
|
|
Grant Date |
|
||
|
|
of Options |
|
|
Fair Value |
|
||
Unvested at March 1, 2025 |
|
|
|
|
|
|
||
New grants |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
|
|
|
|
||
Unvested at February 28, 2026 |
|
|
|
|
|
|
||
As of February 28, 2026, there was less than $
Restricted Stock
The following occurred with respect to the Company’s unvested restricted stock awards for each of the three fiscal years 2024, 2025 and 2026:
|
|
|
|
Weighted |
|
||
|
|
|
|
Average |
|
||
|
Number of |
|
|
Grant Date |
|
||
|
Shares |
|
|
Fair Value |
|
||
Unvested at March 1, 2023 |
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
||
Terminated |
|
|
|
|
|
||
Vested |
|
( |
) |
|
|
|
|
Unvested at February 29, 2024 |
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
||
Terminated |
|
|
|
|
|
||
Vested |
|
( |
) |
|
|
|
|
Unvested at February 28, 2025 |
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
||
Terminated |
|
( |
) |
|
|
|
|
Vested |
|
( |
) |
|
|
|
|
Unvested at February 28, 2026 |
|
|
|
$ |
|
||
The total fair value of restricted stock awards vested during fiscal 2026, 2025 and 2024 were $
As of February 28, 2026, the total remaining unrecognized compensation cost related to unvested restricted stock was approximately $
F-23
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restricted Stock Units
During fiscal year 2026,
The following occurred with respect to the Company’s unvested RSUs for fiscal years 2024, 2025 and 2026:
|
Time-based |
|
|
Performance-based |
|
||||||||||
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
||||
|
|
|
|
Average |
|
|
|
|
|
Average |
|
||||
|
Number of |
|
|
Grant Date |
|
|
Number of |
|
|
Grant Date |
|
||||
|
Shares |
|
|
Fair Value |
|
|
Shares |
|
|
Fair Value |
|
||||
Unvested at March 1, 2023 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
||||
Terminated |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Vested |
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Unvested at February 29, 2024 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted (1) |
|
|
|
|
|
|
|
|
|
|
|
||||
Change due to performance achievement |
|
|
|
|
|
|
|
|
|
|
|
||||
Terminated |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Vested |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested at February 28, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
||||
Terminated |
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Vested |
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Unvested at February 28, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
(1)
The total fair value of restricted stock unit awards vested during fiscal 2026, 2025 and 2024 were $
As of February 28, 2026, the total remaining unrecognized compensation cost of time-based RSUs was approximately $
F-24
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
remaining requisite service period of
(13) Benefit Plans
Pension Plan
The Company and certain subsidiaries have a noncontributory defined benefit retirement plan (the “Pension Plan”), covering approximately
The Company’s Pension Plan asset allocation, by asset category, is as follows for the fiscal years ended:
|
|
2026 |
|
|
2025 |
|
||
Equity securities |
|
|
% |
|
|
% |
||
Debt securities |
|
|
% |
|
|
% |
||
Cash and cash equivalents |
|
|
% |
|
|
% |
||
Total |
|
|
% |
|
|
% |
||
The Company adopted a dynamic asset allocation plan ("Glide Path") which assists in optimizing the volatility of the Pension Plan's funded status over the long term. Glide Path is a schedule of planned asset allocation shifts, dependent upon changes in the Pension Plan's funded status. It is expected that the allocation to Liability Hedge Assets (Fixed Income) will increase as the funded status of the Pension Plan improves.
Asset Class |
|
Target |
Cash |
|
|
Fixed Income |
|
|
Equity |
|
The Company estimates the long-term rate of return on Pension Plan assets will be
F-25
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present the Pension Plan’s fair value hierarchy for those assets measured at fair value on a reoccurring basis as of February 28, 2026 and February 28, 2025 (in thousands):
|
|
February 28, 2026 |
|
|||||||||||||
Description |
|
Total |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
||
Government bonds |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Corporate bonds |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Domestic equities |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Foreign equities |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
February 28, 2025 |
|
|||||||||||||
Description |
|
Total |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
||
Government bonds |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Corporate bonds |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Domestic equities |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Foreign equities |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
Fair value estimates are made at a specific point in time, based on available market information and judgments about the financial asset, including estimates of timing, amount of expected future cash flows, and the credit standing of the issuer. In some cases, the fair value estimates cannot be substantiated by comparison to independent markets. The disclosed fair value may not be realized in the immediate settlement of the financial asset. In addition, the disclosed fair values do not reflect any premium or discount that could result from offering for sale at one time an entire holding of a particular financial asset. Potential taxes and other expenses that would be incurred in an actual sale or settlement are not reflected in amounts disclosed.
Pension expense is composed of the following components included in cost of goods sold and selling, general and administrative expenses in the Company’s consolidated statements of operations for fiscal years ended (in thousands):
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Components of net periodic benefit cost |
|
|
|
|
|
|
|
|
|
|||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
||||
return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of: |
|
|
|
|
|
|
|
|
|
|||
net loss |
|
|
|
|
|
|
|
|
|
|||
charge |
|
|
|
|
|
|
|
|
|
|||
Net periodic benefit cost |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Other changes in Plan Assets and Projected |
|
|
|
|
|
|
|
|
|
|||
Recognized in Other comprehensive loss (income) |
|
|
|
|
|
|
|
|
|
|||
Net actuarial loss (gain) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Amortization of net actuarial loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total recognized in net periodic pension cost and |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
F-26
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table represents the assumptions used to determine benefit obligations and net periodic pension cost for fiscal years ended:
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Weighted average discount rate (net periodic |
|
|
% |
|
|
% |
|
|
% |
|||
Earnings progression (net periodic pension cost) |
|
|
% |
|
|
% |
|
|
% |
|||
Expected long-term rate of return on plan assets |
|
|
% |
|
|
% |
|
|
% |
|||
Weighted average discount rate (benefit |
|
|
% |
|
|
% |
|
|
% |
|||
Earnings progression (benefit obligations) |
|
|
% |
|
|
% |
|
|
% |
|||
The accumulated benefit obligation (“ABO”), change in projected benefit obligation (“PBO”), change in Pension Plan assets, funded status, and reconciliation to amounts recognized in the consolidated balance sheets are as follows (in thousands):
|
|
2026 |
|
|
2025 |
|
||
Change in benefit obligation |
|
|
|
|
|
|
||
Projected benefit obligation at beginning of year |
|
$ |
|
|
$ |
|
||
Service cost |
|
|
|
|
|
|
||
Interest cost |
|
|
|
|
|
|
||
Actuarial (gain) loss |
|
|
|
|
|
|
||
Discount Rate change |
|
|
|
|
|
|
||
Other assumption change |
|
|
|
|
|
|
||
Benefits paid |
|
|
( |
) |
|
|
( |
) |
Settlement |
|
|
|
|
|
|
||
Projected benefit obligation at end of year |
|
$ |
|
|
$ |
|
||
Change in plan assets: |
|
|
|
|
|
|
||
Fair value of plan assets at beginning of year |
|
$ |
|
|
$ |
|
||
Company contributions |
|
|
|
|
|
|
||
Gain on plan assets |
|
|
|
|
|
|
||
Benefits paid |
|
|
( |
) |
|
|
( |
) |
Fair value of plan assets at end of year |
|
$ |
|
|
$ |
|
||
Funded (unfunded) status |
|
$ |
|
|
$ |
|
||
Accumulated benefit obligation at end of year |
|
$ |
|
|
$ |
|
||
The measurement dates of actuarial valuations used to determine pension and other postretirement benefits is the Company’s fiscal year end. There were no lump sum distributions or non-cash settlement charges in fiscal years 2026 and 2025. The Company did
F-27
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Estimated future benefit payments which reflect expected future service, as appropriate, are expected to be paid to the Pension Plan participants in the fiscal years ended (in thousands):
Year |
|
Projected Payments |
|
|
2027 |
|
$ |
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
2032 – 2036 |
|
|
|
|
401(k) Plan
Effective February 1, 1994, the Company adopted a Defined Contribution 401(k) Plan (the “401(k) Plan”) for its employees. The 401(k) Plan covers substantially all full-time employees who have completed sixty days of service and attained the age of eighteen. Employees can contribute up to
(14) Income Taxes
The following table represents components of the provision for income taxes for fiscal years ended (in thousands):
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Current expense (benefit): |
|
|
|
|
|
|
|
|
|||
Federal |
$ |
|
|
$ |
|
|
$ |
|
|||
State and local |
|
|
|
|
|
|
|
|
|||
Total current |
|
|
|
|
|
|
|
|
|||
Deferred expense (benefit): |
|
|
|
|
|
|
|
|
|||
Federal |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
State and local |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total deferred |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total provision for income taxes |
$ |
|
|
$ |
|
|
$ |
|
|||
F-28
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We adopted ASU 2023-09 “Income Taxes (Topic 740): “Improvements to Income Tax Disclosures” on a prospective basis beginning with the fiscal year 2026.
|
2026 |
|
|
% of Pretax Income |
|
||
U.S. statutory federal income tax |
$ |
|
|
|
% |
||
State income taxes, net of federal income tax benefit |
|
|
|
|
% |
||
Effect of changes in tax estimates and other discrete items |
|
|
|
|
% |
||
Change in valuation allowance |
|
|
|
|
% |
||
Nondeductible executive compensation limitation (IRC Section 162(m)) |
|
|
|
|
% |
||
Other nontaxable or nondeductible items |
|
|
|
|
% |
||
Changes in unrecognized tax benefits (FIN 48) |
|
|
|
|
% |
||
Other items |
|
( |
) |
|
|
% |
|
Provision for income taxes |
$ |
|
|
|
% |
||
Reconciling items with an absolute value equal to or greater than
Internal Revenue Code ("IRC") Section 162(m) limits the amount of deductible compensation for tax purposes paid to certain covered employees. During fiscal 2026, this limitation resulted in additional current tax expense and an increase in the valuation allowance associated with deferred tax assets related to restricted stock compensation.
The following table presents the required disclosures prior to the adoption of ASU 2023-09 and reconciles the statutory U.S. federal income tax rate to the Company’s effective tax rate for the fiscal years ended:
|
2025 |
|
|
2024 |
|
|
||
Statutory rate |
|
|
% |
|
|
% |
||
Provision for state income taxes, net of federal |
|
|
|
|
|
|
||
Federal true-up |
|
|
|
|
|
|
||
Stock compensation and Section 162(m) limitation |
|
|
|
|
|
|
||
|
|
|
% |
|
|
% |
||
Income taxes paid (net of refunds received) are disaggregated by federal, state, and foreign jurisdictions. Amounts paid to individual jurisdictions that are equal to or greater than
Income Taxes Paid |
2026 |
|
|
Federal |
$ |
|
|
State and local |
|
|
|
Total cash taxes paid |
$ |
|
|
State income taxes paid are primarily attributable to the following jurisdictions: Illinois (
Deferred taxes are recorded to give recognition to temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. The tax effects of these temporary differences are recorded as deferred tax assets and deferred tax liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in future years. Deferred tax liabilities generally represent items that have been deducted for tax
F-29
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
purposes but have not yet been recorded in the consolidated statements of operations. To the extent there are deferred tax assets that are more likely than not to be realized, a valuation allowance would be recorded. Management does not expect to be able to utilize the foreign tax credit before it expires in 2026. Therefore, a full valuation allowance was established in fiscal year 2020. IRC Section 162(m) limits the amount of deductible compensation for tax purposes paid to certain covered employees.
Deferred tax assets |
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Allowance for credit losses |
$ |
|
|
$ |
|
|
$ |
|
|||
Inventories |
|
|
|
|
|
|
|
|
|||
Employee compensation and benefits |
|
|
|
|
|
|
|
|
|||
Pension and noncurrent employee compensation |
|
|
|
|
|
|
|
|
|||
benefits |
|
|
|
|
|
|
|
|
|||
Property tax |
|
|
|
|
|
|
|
||||
Operating lease liabilities |
|
|
|
|
|
|
|
|
|||
Net operating loss and foreign tax credits |
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
||||
Total deferred tax assets |
|
|
|
|
|
|
|
|
|||
Less: valuation allowance |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total deferred tax assets, net |
$ |
|
|
$ |
|
|
$ |
|
|||
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|||
Property, plant and equipment |
$ |
|
|
$ |
|
|
$ |
|
|||
Goodwill and other intangible assets |
|
|
|
|
|
|
|
|
|||
Right-of-use assets |
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|||
Total deferred tax liabilities |
$ |
|
|
$ |
|
|
$ |
|
|||
Net deferred income tax liabilities |
$ |
|
|
$ |
|
|
$ |
|
|||
At fiscal year ended 2025, the Company had federal net operating loss (“NOL”) carry forwards of approximately $
Accounting standards require a two-step approach to determine how to recognize tax benefits in the financial statements where recognition and measurement of a tax benefit must be evaluated separately. A tax benefit will be recognized only if it meets a “more-likely-than-not” recognition threshold. For tax positions that meet this threshold, the tax benefit recognized is based on the largest amount of tax benefit that is greater than
At fiscal years ended 2026 and 2025, unrecognized tax benefits related to uncertain tax positions, including accrued interest and penalties of $
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Balance at March 1, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Additions based on tax positions |
|
|
|
|
|
|
|
|
|
|||
Reductions due to lapses of statues of limitations |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance at February 28, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
F-30
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company is subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company has concluded all U.S. federal income tax matters for years through 2022. All material state and local income tax matters have been concluded for years through 2021.
The Company recognizes interest expense on underpayments of income taxes and accrued penalties related to unrecognized non-current tax benefits as part of the income tax provision. Other than amounts included in the unrecognized tax benefits, the Company did
(15) Earnings per Share
Basic earnings per share have been computed by dividing net earnings by the weighted average number of common shares outstanding during the applicable period. Diluted earnings per share reflect the potential dilution that could occur if stock options or other contracts to issue common shares were exercised or converted into common stock.
The following table sets forth the computation for basic and diluted earnings per share for the fiscal years ended:
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Basic weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|||
Effect of dilutive stock options, restricted stock, time-based RSUs and performance-based RSUs |
|
|
|
|
|
|
|
|
|||
Diluted weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|||
Earnings per share |
|
|
|
|
|
|
|
|
|||
Net earnings - basic |
$ |
|
|
$ |
|
|
$ |
|
|||
Net earnings - diluted |
$ |
|
|
$ |
|
|
$ |
|
|||
Cash dividends per share |
$ |
|
|
$ |
|
|
$ |
|
|||
The Company treats unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings per share. The Company's unvested restricted shares participate on an equal basis with common shares; therefore, there is
(16) Commitments and Contingencies
In the ordinary course of business, the Company also enters into real property leases, which require the Company as lessee to indemnify the lessor from liabilities arising out of the Company’s occupancy of the properties. The Company’s indemnification obligations are generally covered under the Company’s general insurance policies.
From time to time, the Company is involved in various litigation matters arising in the ordinary course of business. The Company does not believe the disposition of any current matter will have a material adverse effect on its consolidated financial position or results of operations.
Ennis and one of its subsidiaries are defendants in a lawsuit in Arizona concerning the lease of the former B&D Litho facility that was closed in 2019. The plaintiff landlord generally alleges that the defendants failed to maintain the leased premises in good condition. The landlord sought more than $
F-31
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
landlord’s claim that the Company failed to maintain the premises during the tenancy. The landlord also abandoned some of the alleged categories of damages. The landlord’s other breach of contract claim that the Company failed to surrender the property in good condition remains pending. Initial post-trial briefs are due by June 30, 2026 and a final decision is not expected before the fourth quarter of the 2026 calendar year. The Company has accrued a liability reserve of approximately $
(17) Supplemental Cash and Non-Cash Flow Information
Net cash flows from operating activities that reflect cash payments for income taxes, are as follows for the three fiscal years ended (in thousands):
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
|
|
|
|||
Income taxes paid, net of refunds |
|
$ |
|
|
$ |
|
|
$ |
|
|||
(18) Related Party Transactions
The Company leases a facility and sells product to an entity controlled by a board member of the Company. The total right-of-use asset and related lease liability for each of the three fiscal years 2026, 2025 and 2024 was $
(19) Concentrations of Risk
Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash and cash equivalents, and trade receivables. Cash and cash equivalents is placed with high-credit quality financial institutions. The Company believes its credit risk with respect to trade receivables is limited due to industry and geographic diversification. As disclosed on the Consolidated Balance Sheets, the Company maintains an allowance for credit losses against its trade receivables to cover the Company’s estimate of credit losses associated with accounts receivable.
Our customer population includes one customer representing
The Company, for quality and pricing reasons, purchases its paper products from a limited number of suppliers. For fiscal years 2026, 2025 and 2024, the Company purchased
For the purposes of the Consolidated Statements of Cash Flows, the Company considers cash to include cash on hand and in bank accounts. The Federal Deposit Insurance Corporation insures accounts up to $
F-32
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(20) Segment Reporting
The Company’s CODM is its
The operating segment is also our reportable segment called “Print” and derives its operating revenues from the manufacturing of mostly custom or semi-custom printed products sold mostly to independent distributors in the United States. Independent distributors are responsible for selling the printed product to the end consumer. The single reportable segment derives its revenues by manufacturing print products at homogeneous printing plants dispersed throughout the United States.
The accounting policies of this single reportable segment are the same as those described in the summary of significant accounting policies to the consolidated financial statements.
The CODM assesses the performance of this reportable segment using the entity-wide revenue and expense information reported on the Statement of Operations and the more detailed expense categories disclosed in the table below. The primary measure of segment profit (loss) is consolidated net income (loss) as reported on the Statement of Operations. In addition,
(Dollars in thousands) |
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Segment operating net sales |
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|||
Segment operating expenses |
|
|
|
|
|
|
|
|
|||
Product purchases |
|
|
|
|
|
|
|
|
|||
Compensation expense |
|
|
|
|
|
|
|
|
|||
Product supplies |
|
|
|
|
|
|
|
|
|||
Manufacturing depreciation |
|
|
|
|
|
|
|
|
|||
Other product cost (1) |
|
|
|
|
|
|
|
|
|||
Segment cost of goods sold |
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Segment SG&A expenses |
|
|
|
|
|
|
|
|
|||
Compensation expense |
|
|
|
|
|
|
|
|
|||
Depreciation expense |
|
|
|
|
|
|
|
|
|||
Amortization expense |
|
|
|
|
|
|
|
|
|||
Other expense (2) |
|
|
|
|
|
|
|
|
|||
Segment SG&A expenses |
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Other segment items |
|
|
|
|
|
|
|
|
|||
(Gain) loss from disposal of assets |
|
( |
) |
|
|
( |
) |
|
|
|
|
Interest (income) expense |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other expense, net |
|
( |
) |
|
|
|
|
|
|
||
Provision for income tax |
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Consolidated net earnings |
$ |
|
|
$ |
|
|
$ |
|
|||
(1) Other product cost includes manufacturing overhead and freight expenses.
(2) SG&A other expenses include utility services, bank fee and professional services not included in the manufacturing process.
F-33