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ENNIS INC

For the period ended Nov 30, 2023. Filed Jan 5, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Nov 30, 2023 · Filed Jan 5, 2024

EBF$20.98+0.6%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements (unaudited)

  1. Significant Accounting Policies and General Matters

Basis of Presentation

These unaudited condensed consolidated financial statements of Ennis, Inc. and its subsidiaries (collectively referred to as the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our”) for the period ended November 30, 2023 have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP') and pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2023, from which the accompanying consolidated balance sheet at February 28, 2023 was derived. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial information have been included and are of a normal recurring nature. The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the disclosure and reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates these estimates and judgments on an ongoing basis, including those related to bad debts, inventory valuations, property, plant and equipment, intangible assets, pension plan, accrued liabilities, and income taxes. The Company bases estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of operations for any interim period are not necessarily indicative of the results of operations for a full year.

Recent Accounting Pronouncements

Recently Issued Accounting Updates

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The update will be effective for annual periods beginning after December 15, 2023 (fiscal 2025 for the Company). We are assessing the effect of this update on our consolidated financial statements and believe the adoption of this standard is likely to add material additional segment disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in a public entity’s income tax rate reconciliation table and other disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024 (fiscal 2026 for the company). We are assessing the effect of this update on our consolidated financial statements and related disclosures.

  1. Revenue

Nature of Revenues

Substantially all of the Company's revenue from contracts with customers consists of the sale of commercial printing products in the continental United States 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 freight on board ("FOB") shipping point, or, to a lesser extent, upon delivery to the customer if the terms of the sale are FOB destination. Net sales represent gross sales invoiced to customer, less certain related charges, including sale tax, discounts, returns and other allowances. Returns, discounts and other allowances have historically been insignificant.

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

The Company does not disaggregate revenue and operates in one sales category consisting of commercial printed product revenue, which is reported as net sales on the condensed consolidated statements of operations. The Company does not have material contract assets and contract liabilities as of November 30, 2023.

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 transaction price. Contracts do not contain a significant financing component as payment terms on invoiced amounts are typically between 30 to 60 days, based on the Company’s credit assessment of individual customers, as well as industry expectations. Product returns are not significant.

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.

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.

  1. Short-term Investments and Fair Value Measurements

Short-term investments are securities with original maturities of greater than three months but less than twelve months and are comprised of U.S. Treasury Bills. The Company determines the classification of these securities as trading, available for sale or held to maturity at the time of purchase and re-evaluates these determinations at each balance sheet date. The Company's short-term investments are classified as held-to-maturity for the period presented as it has the positive intent and ability to hold these investments to maturity. The Company's held-to-maturity investments are stated at amortized cost, 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 November 30, 2023 (in thousands):

Gross · Gross
Cost orUnrealizedUnrealizedEstimated
AmortizedHoldingHoldingFair
CostGainsLossesValue
Investment securities due in less than one year$18,495$-$4$18,491
Investment securities due in less than one year$-$-$-$-

The Company’s short-term investments in investment securities are Level 1 fair value measure. The Company did not hold any Level 2 or 3 financial assets or liabilities measured at fair value on a recurring basis. There were no transfers between levels during the three and nine months ended November 30, 2023.

  1. Accounts Receivable and Allowance for Doubtful Receivables

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 the United States. 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 doubtful receivables is based on an analysis that estimates the amount of its total customer receivable balance that is not collectible. This analysis includes the pooling of receivables based on risk assessment and then assessing a default probability to these pooled balances, which can be influenced by several factors including (i) current market conditions, (ii) historical experience, (iii) reasonable forecast, and (iv) review of customer receivable aging and payment trends.

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

November 30,February 28,
20232023
Trade Receivables, net of allowance for doubtful receivables$40,452$44,645
Vendor Rebates3,2394,354
Notes Receivable4,4494,508
$48,140$53,507

Accounts receivable at November 30, 2023 and February 28, 2023 includes a $4.4 million receivable related to the sale of an unused manufacturing facility. The note has aone-year maturity but the payments are calculated based on a 30-year amortization schedule with monthly payments until maturity, at which point the remaining balance will be due and owing. The note has a fixed interest rate of 5.9% per annum.

The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance in the period the payment is received. Credit losses from continuing operations have consistently been within management’s expectations.

The following table presents the activity in the Company’s allowance for doubtful receivables (in thousands):

Three months ended · Nine months ended
November 30,November 30,
2023202220232022
Balance at beginning of period$1,866$1,523$1,710$1,200
Bad debt expense, net of recoveries138192373585
Accounts written off(46)(23)(125)(93)
Balance at end of period$1,958$1,692$1,958$1,692
  1. Inventories

With the exception of approximately 8.4% and 6.1% of its inventories valued at the lower of last-in first-out ("LIFO") for the periods ended November 30, 2023 and February 28, 2023, respectively, the Company values its inventories at the lower of first-in, first-out ("FIFO") cost or net realizable value. The Company regularly reviews inventories on hand, using specific aging categories, and writes down the carrying value of its inventories for excess and potentially obsolete inventories based on historical usage and estimated future usage. In assessing the ultimate realization of its inventories, the Company is required to make judgments as to future demand requirements. As actual future demand or market conditions may vary from those projected by the Company, adjustments to inventories may be required. Reserves for excess and obsolete inventory at November 30, 2023 and fiscal year ended February 28, 2023 were $1.9 million and $1.6 million, respectively.

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

November 30,February 28,
20232023
Raw material$24,176$30,308
Work-in-process5,6016,174
Finished goods12,54810,352
$42,325$46,834
  1. Acquisitions

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

Acquisition of Eagle Graphics and Diamond Graphics

On October 11, 2023, the Company acquired the assets and business of Eagle Graphics, Inc., which is based in Annville, Pennsylvania, and Diamond Graphics, Inc. ("Eagle"), which is based in Bensalem, Pennsylvania, for approximately $8.0 million in cash. The Company performed a preliminary allocation of the total estimated consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on the estimated fair values prepared by management using the information available as of the acquisition date. This allocation is preliminary and subject to change, which may be material. All goodwill of $0.2 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of approximately $0.8 million in connection with the transaction, which are also deductible for tax purposes.

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

Accounts receivable$841
Inventories917
Other assets15
Property, plant and equipment5,304
Goodwill and intangibles942
Accounts payable and accrued liabilities(41)
Acquisition price$7,978

Acquisition of UMC Print

On June 2, 2023, the Company acquired the assets and business of UMC Print ("UMC"), which is based in Overland Park, Kansas, for approximately $7.7 million in cash plus the assumption of trade payables of approximately $0.8 million. The Company performed a preliminary allocation of the total estimated consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on the estimated fair values prepared by management using the information available as of the acquisition date. This allocation is preliminary and subject to change, which may be material. All goodwill of $0.2 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of approximately $2.7 million in connection with the transaction, which are also deductible for tax purposes.

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

Cash$758
Accounts receivable1,839
Inventories553
Property, plant and equipment2,356
Goodwill and intangibles2,970
Accounts payable and accrued liabilities(789)
Acquisition price$7,687

Acquisition of Stylecraft Printing

On May 23, 2023, the Company acquired the real estate and operations of Stylecraft Printing Company ("Stylecraft"), which is based in Canton, Michigan, for $5.0 million plus the assumption of trade payables. The Company performed a preliminary allocation of the total estimated consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on their estimated fair values using the information available as of the acquisition date. This allocation is preliminary and subject to change, which may be material. All goodwill of $0.2 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of approximately $0.3 million in connection with the transaction, which are also deductible for tax purposes.

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

Accounts receivable$554
Inventories849
Right-of-use asset28
Property, plant and equipment3,161
Goodwill and intangibles476
Operating lease liability(12)
Accounts payable and accrued liabilities(28)
Acquisition price$5,028

Acquisition of School Photo Marketing

On November 30, 2022, the Company acquired the assets and business from School Photo Marketing ("SPM"), which is based in Morganville, New Jersey, for $8.8 million (with additional potential earn-out consideration of up to $1,000,000 over a four-year period upon the attainment of specified financial benchmarks) plus the assumption of trade payables, subject to certain adjustments. At November 30, 2023 and February 28, 2023, the contingent earn-out liability amounted to $0.8 million andzero, respectively. The seller shall receive fifty percent (50%) of Purchaser's annual earnings from the business, before interest and taxes in excess of $1.4 million. Goodwill of $3.1 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of approximately $5.1 million in connection with the transaction, which are also deductible for tax purposes. The acquisition of SPM brings printing, yearbook publishing and marketing related services to over 1,400 school and sports photographers servicing schools around the country.

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

Accounts receivable$1,403
Inventories516
Other assets84
Right-of-use asset487
Property, plant and equipment250
Goodwill and intangibles8,262
Operating lease liability(487)
Accounts payable and accrued liabilities(1,748)
Acquisition price$8,767

The results of operations for SPM, Stylecraft, UMC and Eagle 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, 2022). The following pro forma information includes the estimated impact of adjustments such as amortization of intangible assets, depreciation expense and interest expense and related tax effects (in thousands, except per share amounts).

Three months endedNine months ended
November 30, 2023November 30, 2022November 30, 2023November 30, 2022
Pro forma net sales$105,233$120,446$333,036$360,101
Pro forma net earnings9,97512,27533,84738,974
Pro forma earnings per share - diluted$0.38$0.47$1.30$1.51

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

  1. Leases

The Company leases certain of its facilities and equipment under operating leases, which are recorded as right-of-use assets and lease liabilities. The Company’s leases generally have terms of 1 –5 years, with certain leases including renewal options to extend the leases for additional periods at the Company’s discretion. At lease inception, all renewal options reasonably certain to be exercised are considered when determining the lease term. The Company currently does not have financing leases that include options to purchase or provisions that would automatically transfer ownership of the leased property to the Company.

Operating lease expense is recognized on a straight-line basis over the lease term, and variable lease payments are expensed as incurred. The Company hadno variable lease costs for thenine months ended November 30, 2023 and November 30, 2022.

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

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

Components of lease expense for thethree and nine months ended November 30, 2023 and November 30, 2022 were as follows (in thousands):

Three months endedNine months ended
November 30, 2023November 30, 2022November 30, 2023November 30, 2022
Operating lease cost$1,390$1,517$4,241$4,545
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$1,394$1,522$4,256$4,550
Right-of-use assets obtained in exchange for lease obligations
Operating leases$214$2,042$993$2,848
Weighted Average Remaining Lease Terms
Operating leases3 Years
Weighted Average Discount Rate
Operating leases4.03%

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

Operating
Lease
Commitments
2024 (remaining 3 months)$901
20255,177
20263,355
20271,487
2028496
2029167
Total future minimum lease payments$11,583
Less imputed interest632
Present value of lease liabilities$10,951
  1. Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets of acquired businesses and is not amortized. Goodwill and other intangible assets are tested for impairment at a reporting unit level. The annual impairment test of goodwill and intangible assets is performed as of December 1 of each fiscal year.

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

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

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

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

Weighted
Average
Remaining · Gross
Life · Carrying · Accumulated
As of November 30, 2023(in years)AmountAmortizationNet
Definite-lived intangible assets
Trademarks and trade names7.6$30,654$13,883$16,771
Customer lists5.482,84458,16824,676
Non-compete1.923816771
Technology6.065093557
Total6.3$114,386$72,311$42,075
Definite-lived intangible assets
Trademarks and trade names10.1$28,977$12,294$16,683
Customer lists5.480,73354,02026,713
Non-compete2.721014565
Technology6.765023627
Total7.2$110,570$66,482$44,088

Aggregate amortization expense was $1.9 million and $5.8 million for thethree and nine months ended November 30, 2023, respectively and $1.8 million and $5.3 million for thethree and nine months ended November 30, 2022, respectively.

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

2024$7,810
20257,772
20267,148
20276,059
20284,562

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

Balance as of March 1, 202288,677
Goodwill acquired3,142
Balance as of February 28, 202391,819
Goodwill acquired572
Balance as of November 30, 2023$92,391

During fiscal year 2024, $0.2 million was added to goodwill related to the acquisition of Stylecraft, $0.2 million was added to goodwill related to the acquisition of UMC and $0.2 million was added to goodwill related to the acquisition of Eagle and Diamond. During fiscal year 2023, $3.1 million was added to goodwill related to the acquisition of SPM.

  1. Accrued Expenses

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

November 30, 2023February 28, 2023
Employee compensation and benefits$14,240$14,823
Taxes other than income1,5551,154
Accrued legal and professional fees527376
Accrued utilities108129
Contingent earn-out liability related to acquisition of SPM200-
Income taxes payable757552
Other accrued expenses1,2301,033
$18,617$18,067
  1. Long-Term Debt

As of November 30, 2023, the Company had $0.3 million outstanding under a standby letters of credit arrangement secured by a cash collateral bank account.

  1. Shareholders’ Equity

The Company’s board of directors (the "Board") has authorized the repurchase of the Company’s outstanding common stock through a stock repurchase program, which authorized amount is currently up to $60.0 million in the aggregate. Under the repurchase program, purchases may be made from time to time in the open market or through privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such purchases, if any, will be made in accordance with applicable insider trading and other securities laws and regulations. These repurchases may be commenced or suspended at any time or from time to time without prior notice.

There wereno repurchases of common stock during thenine-month period ended November 30, 2023. Since the program’s inception in October 2008, there have been 2,213,111 common shares repurchased at an average price of $16.29 per share. As of November 30, 2023, $23.9 million remained available to repurchase shares of the Company’s common stock under the program.

  1. Stock Based Compensation

The Company grants stock options, restricted stock and restricted stock units ("RSUs") to key executives and managerial employees and non-employee directors. Prior to June 30, 2021, the Company had one stock incentive plan, the 2004 Long-Term Incentive Plan of Ennis, Inc., as amended and restated as of May 18, 2008 and was further amended on June 30, 2011 (the "Old Plan"). The Old Plan expired June 30, 2021 and all remaining unused shares expired. Subject to the affirmative vote of the shareholders, the Board adopted the 2021 Long-Term Incentive Plan of Ennis, Inc. (the "New Plan") on April 16, 2021 authorizing 1,033,648 shares of common stock for awards. The New Plan was approved by the shareholders at the Annual Meeting on July 15, 2021 by a majority vote. The New Plan expires June 30, 2031 and all unissued stock will expire on that date. At November 30, 2023, the Company has 815,872 shares of unissued common stock reserved under the New Plan for issuance and uses treasury stock to satisfy option exercises and restricted stock awards.

The Company recognizes compensation expense for stock options and restricted stock grants based on the grant date fair value of the award for stock options, restricted stock grants and RSUs on a straight-line basis over the requisite service period. The estimated number of shares to be achieved for performance based RSUs is updated each reporting period. For the three months ended November 30, 2023 and November 30, 2022, the Company included in selling, general and administrative expenses, compensation expense related to stock-based compensation of $0.7 million and $0.6 million, respectively. For thenine months ended November 30, 2023 and November 30, 2022, the Company included in selling, general and administrative expenses, compensation expense related to stock-based compensation of $2.0 million and $1.5 million, respectively.

Stock Options

The Company had the following stock option activity for thenine months ended November 30, 2023. No stock options were outstanding during thenine months ended November 30, 2022.

Weighted
Weighted · Average · Aggregate
NumberAverageRemainingIntrinsic
of SharesExerciseContractualValue(a)
(exact quantity)PriceLife (in years)(in thousands)
Outstanding at March 1, 2023—$———
Granted52,50019.88
Terminated——
Exercised——
Outstanding at November 30, 202352,500$19.88971
Exercisable at November 30, 2023————

The following is a summary of the assumptions used and the weighted average grant-date fair value of the stock options granted during thenine months ended November 30, 2023.

November 30,
Expected volatility19.55%
Expected term (years)3
Risk free interest rate3.87%
Dividend Yield4.94%
Weighted average grant-date fair value$2.47

A summary of the status of the Company’s unvested stock options at November 30, 2023 and the changes during the nine months ended November 30, 2023 are presented below:

Weighted
Average
NumberGrant Date
of OptionsFair Value
Unvested at March 1, 2023——
New grants52,5002.47
Vested——
Forfeited——
Unvested at November 30, 202352,5002.47

As of November 30, 2023, there was $0.1 million of unrecognized compensation cost related to unvested stock options granted under the Plan. The weighted average remaining requisite service period of the unvested stock options was 2.4 years.

Restricted Stock

The following activity occurred with respect to the Company’s restricted stock awards for thenine months ended November 30, 2023:

Weighted
Average
Number ofGrant Date
SharesFair Value
Outstanding at March 1, 202349,783$18.99
Granted21,67220.31
Terminated——
Vested(29,324)18.36
Outstanding at November 30, 202342,131$20.11

The total fair value of shares vested during the nine months ended November 30, 2023 and November 30, 2022 was $0.6 million and $0.7 million, respectively.

As of November 30, 2023, the total remaining unrecognized compensation cost related to unvested restricted stock was approximately $0.7 million. The weighted average remaining requisite service period of the unvested restricted stock awards was 2.0 years.

Restricted Stock Units

During the nine months ended November 30, 2023, no RSUs were granted under the New Plan. The fair value of the time-based RSUs was estimated based on the fair market value of the Company’s stock on the date of grant. The fair value of the performance-based RSUs, using a Monte Carlo valuation model, was $23.17 per unit. The performance measures include a threshold, target and maximum performance level providing the grantees an opportunity to receive more or less shares than targeted depending on actual financial performance. The award will be based on the Company’s return on equity, EBITDA and adjusted for the Company’s Relative Shareholder Return as measured against a defined peer group.

The performance-based RSUs will vest no later than March 15, 2024, which is the deadline for the Compensation Committee to determine the extent of the Company’s attainment of the Performance Goals during the Performance Period that ends on February 29, 2024. The time-based RSUs vest ratably over two to three years from the date of grant.

The following activity occurred with respect to the Company’s restricted stock units for thenine months ended November 30, 2023:

Time-based · Performance-based
Weighted · Weighted
AverageAverage
Number ofGrant DateNumber ofGrant Date
SharesFair ValueSharesFair Value
Outstanding at March 1, 202333,274$20.11233,819$23.17
Granted————
Terminated————
Vested(16,635)20.11——
Outstanding at November 30, 202316,639$20.11233,819$23.17

The total fair value of shares vested during the nine months ended November 30, 2023 and November 30, 2022 was $0.3 million and $0.2 million, respectively.

As of November 30, 2023, the total remaining unrecognized compensation cost of time-based RSUs was approximately $0.1 million over a weighted average remaining requisite service period of 0.8 years. As of November 30, 2023, the total remaining unrecognized compensation of performance-based RSUs was approximately $0.7 million over a weighted average remaining requisite service period of 1.0 years.

  1. Pension Plan

The Company and certain subsidiaries have a noncontributory defined benefit retirement plan (the "Pension Plan"), covering approximately 12% of the Company’s aggregate employees. Benefits are based on years of service and the employee’s average compensation for the highest five compensation years preceding retirement or termination.

Pension expense is composed of the following components included in cost of goods sold and selling, general, and administrative expenses in the Company’s consolidated statements of earnings (in thousands):

Three months ended · Nine months ended
November 30,November 30,
2023202220232022
Components of net periodic benefit cost
Service cost$168$236$504$708
Interest cost6144921,8411,475
Expected return on plan assets(776)(924)(2,328)(2,774)
Amortization of:
Unrecognized net loss4746011,4221,806
Settlement charges-786-786
Net periodic benefit cost$480$1,191$1,439$2,001

The Company is required to make contributions to the Pension Plan. These contributions are required under the minimum funding requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). The assumption used to calculate the pension funding deficit are different from the assumption used to determine the net pension obligation for purposes of our condensed consolidated financial statements. Due to the enactment of the American Rescue Plan ("ARP") Act of 2021, plan sponsors can calculate the discount rate used to measure the Pension Plan liability using a 25-year average of interest rates plus or minus a corridor. Assuming a stable funding status, the Company would expect to make a cash contribution to the Pension Plan of between $1.5 million and $3.0 million per year. However, changes in actual investment returns or in discount rates could change this amount significantly. There was a $2.0 million contribution made in September 2022 to avoid a Pension Benefit Guaranty Corporation variable premium. As our Pension Plan assets are invested in marketable securities, fluctuations in market values could potentially impact our funding status, associated liabilities recorded and future required minimum contributions. At November 30, 2023, we had an unfunded pension liability recorded on our balance sheet of approximately $0.6 million.

  1. Earnings Per Share

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

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

Three months ended · Nine months ended
November 30,November 30,
2023202220232022
Basic weighted average common shares outstanding25,894,57825,809,58125,826,69125,812,216
Effect of dilutive stock options, restricted stock and RSUs188,72379,234164,87680,657
Diluted weighted average common shares outstanding26,083,30125,888,81525,991,56725,892,873
Earnings per share
Net earnings - basic$0.38$0.44$1.26$1.36
Net earnings - diluted$0.38$0.44$1.25$1.36
Cash dividends per share$0.25$0.25$0.75$0.75

The Company treats unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings per share. Our unvested restricted shares participate on an equal basis with common shares; therefore, there isno differencein undistributed earnings allocated toeach participating security. Accordingly, the presentation above is prepared on a combined basis. At November 30, 2023,52,500 shares related to outstanding stock options were not included in the computation of earnings per diluted share as they were considered anti-dilutive. No options were outstanding for thenine months ended November 30, 2022.

  1. Concentrations of Risk

Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash and trade receivables. Cash is placed with high-credit quality financial institutions. For the purposes of the condensed consolidated statements of cash flows, the Company considers cash to include cash on hand and in bank accounts. The Federal Deposit Insurance Corporation insures accounts up to $250,000. At November 30, 2023, cash balances included $82.8 million that was not federally insured because it represented amounts in individual accounts above the federally insured limit for each such account. This at-risk amount is subject to fluctuation on a daily basis. While management does not believe there is significant risk with respect to such deposits, no assurance can be made that the Company will not experience losses on the Company’s deposits.

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

The Company, for quality and pricing reasons, purchases its paper products from a limited number of suppliers. While other sources may be available to the Company to purchase these products, they may not be available at the cost or at the quality the Company has come to expect.

  1. Related Party Transactions

The Company leases a facility and sells product to an entity controlled by a member of the Board. The total right-of-use asset and related lease liability as of November 30, 2023 was $0.5 million and $0.5 million, respectively. The total right-of-use asset and related lease liability as of November 30, 2022 was $0.8 million and $0.9 million, respectively. During thethree and nine months ended November 30, 2023, total lease payments and sales made to the related party were approximately $0.2 million and $2.4 million, respectively. During thethree and nine months ended November 30, 2022, total lease payments and sales made to the related party were approximately $0.2 million and $1.9 million, respectively.

  1. Income Taxes

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

Our effective tax rate for the nine months ended November 30, 2023 and 2022 was 28.3% and 28.0%, respectively. The Company made cash payments for income taxes of $16.2 million and $13.1 million, respectively, for thenine months ended November 30, 2023 and 2022.

  1. Other Contingencies

We are subject to a variety of claims and suits that arise from time to time in the ordinary course of our business. Although management currently believes that resolving claims against us, individually or in the aggregate, will not have a material adverse impact in our consolidated financial statements, these matters are subject to inherent uncertainties and management's view of these matters may change in the future.

  1. Subsequent Events

On December 13, 2023, the Board declared a quarterly dividend on the Company's common stock of 25.0 cents per share, which will be paid on February 1, 2024 to shareholders of record as of January 4, 2024. The expected payout for this dividend is approximately $6.5 million.

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