ENNIS INC
For the period ended May 31, 2024. Filed Jun 26, 2024.
View on SEC.govAbout 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.
May 31, 2024 · Filed Jun 26, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Condensed Consolidated Financial Statements (unaudited)
- 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 May 31, 2024 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 29, 2024, from which the accompanying consolidated balance sheet at February 29, 2024 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
Issued accounting standards not yet adopted
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which aims to improve disclosures about a public entity’s reportable segments. This update addresses requests from investors for more detailed information about a reportable segment’s expenses in order to improve understanding of a public entity’s business activities, overall performance, and potential future cash flows. The amendments in this ASU include a requirement for public business entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and are included within each reported measure of segment profit or loss. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years starting after December 15, 2024. This ASU must be applied retrospectively to all prior periods presented. Management expects the adoption of the pronouncement will result in additional segment disclosures in its Consolidated Financial Statements for fiscal year 2025.
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. This ASU is effective for annual periods beginning after December 15, 2024 (fiscal 2026 for the Company), but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is assessing the effect of this update on its Consolidated Financial Statements and related disclosures.
Proposed accounting standards
In July 2023, the FASB issued Proposed ASU No. 2023-ED500, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which aims to provide investors with more useful information about an entity’s expenses by improving disclosures on income statement expenses. The amendments in this Proposed ASU would require public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. The Company is evaluating this proposed accounting standard.
- Revenue
Nature of Revenues
Substantially all of the Company’s revenue is derived from 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 provided 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 customers, less certain related charges, including sales 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 May 31, 2024.
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 30 to 90 days, based on the Company’s credit assessment of individual customers, as well as industry expectations. Product returns are not significant as the bulk of our sales are custom in nature.
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.
- 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 with a zero credit loss allowance because the probability of default is virtually zero due to the high credit rating, long history of no credit losses and the widely recognized risk free nature of these investments.
Amortized cost and estimated fair value of investment securities classified as held-to-maturity were as follows at May 31, 2024 and February 29, 2024 (in thousands):
| Gross · Gross | ||||
|---|---|---|---|---|
| Cost or | Unrealized | Unrealized | Estimated | |
| Amortized | Holding | Holding | Fair | |
| Cost | Gains | Losses | Value | |
| Investment securities due in less than one year | $32,326 | $- | $59 | $32,267 |
| Investment securities due in less than one year | $29,325 | $- | $45 | $29,280 |
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 months ended May 31, 2024.
- 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 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. Credit losses from continuing operations have consistently been within management’s expectations.
The following table presents the activity in the Company’s allowance for credit losses (in thousands):
| Three months ended | ||
|---|---|---|
| May 31, | ||
| 2024 | 2023 | |
| Balance at beginning of period | $1,707 | $1,709 |
| Bad debt expense, net of recoveries | 110 | 135 |
| Accounts written off | (97) | (25) |
| Balance at end of period | $1,720 | $1,819 |
The following table summarizes the components of accounts receivables as of the dates indicated (in thousands):
| May 31, | February 29, | |
|---|---|---|
| 2024 | 2024 | |
| Trade Receivables, net of allowance for credit losses | $37,635 | $39,665 |
| Vendor Rebates | 1,850 | 3,109 |
| Notes Receivable | 4,424 | 4,435 |
| $43,909 | $47,209 |
The note receivable related to the sale of an unused manufacturing facility and was structured to be paid in 12 consecutive monthly installments, with a fixed interest rate of 5.95% per annum and a balloon payment due upon completion of the final payment. By mutual agreement, the note has been extended beyond the one-year maturity date due to regulatory delays in clearing the facility for third-party financing. The note is classified as current as the Company believes the regulatory delays will be resolved in the next twelve months.
- Inventories
With the exception of approximately 7.9% and 7.0% of its inventories valued at the lower of last-in first-out ("LIFO") for the periods ended May 31, 2024 and February 29, 2024, 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 May 31, 2024 and fiscal year ended February 29, 2024 were $1.3 million and $1.8 million, respectively.
The following table summarizes the components of inventories at the different stages of production as of the dates indicated (in thousands):
| May 31, | February 29, | |
|---|---|---|
| 2024 | 2024 | |
| Raw material | $22,000 | $21,764 |
| Work-in-process | 5,244 | 5,621 |
| Finished goods | 13,759 | 12,652 |
| $41,003 | $40,037 |
- 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. ("Eagle"), which is based in Annville, Pennsylvania, and Diamond Graphics, Inc. ("Diamond"), which is based in Bensalem, Pennsylvania, for approximately $7.9 million in cash. The Company performed an 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. 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 acquisition of Eagle and Diamond strengthens our production capabilities to serve our customers in the Northeast United States.
The following table summarizes the Company's purchase price allocation for Eagle and Diamond as of the acquisition date (in thousands):
| Accounts receivable | $838 |
|---|---|
| Inventories | 917 |
| Property, plant and equipment | 5,304 |
| Goodwill and intangibles | 971 |
| Accounts payable and accrued liabilities | (159) |
| Acquisition price | $7,871 |
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 $7.5 million in cash plus the assumption of trade payables of approximately $0.8 million. The Company performed an 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. In January 2024, the Company received an indemnity claim from escrow related to a piece of equipment in the amount of $0.2 million. 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 acquisition of UMC brings the Company expanded commercial print capabilities serving customers throughout the Midwest United States.
The following table summarizes the Company's purchase price allocation for UMC as of the acquisition date (in thousands):
| Cash | $758 |
|---|---|
| Accounts receivable | 1,839 |
| Inventories | 553 |
| Property, plant and equipment | 2,137 |
| Goodwill and intangibles | 2,971 |
| Accounts payable and accrued liabilities | (789) |
| Acquisition price | $7,469 |
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 an 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. 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 millionin connection with the transaction, which are also deductible for tax purposes. The acquisition of
Stylecraft expands the Company's product lines and footprint specializing in business forms, integrated products and commercial printing.
The following table summarizes the Company's purchase price allocation for Stylecraft as of the acquisition date (in thousands):
| Accounts receivable | $554 |
|---|---|
| Inventories | 849 |
| Right-of-use asset | 28 |
| Property, plant and equipment | 3,160 |
| Goodwill and intangibles | 476 |
| Operating lease liability | (28) |
| Accounts payable and accrued liabilities | (12) |
| Acquisition price | $5,027 |
The results of operations for 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, 2023). 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 ended | ||
|---|---|---|
| May 31, 2024 | May 31, 2023 | |
| Pro forma net sales | $103,108 | $118,975 |
| Pro forma net earnings | 10,687 | 12,756 |
| Pro forma earnings per share - diluted | $0.41 | $0.49 |
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.
- 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 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 thethree months ended May 31, 2024 and May 31, 2023.
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 information available at lease commencement date, as rates are not implicitly stated in most leases.
Components of lease expense for thethree months ended May 31, 2024 and May 31, 2023 were as follows (in thousands):
| Three months ended | ||
|---|---|---|
| May 31, 2024 | May 31, 2023 | |
| Operating lease cost | $1,347 | $1,433 |
| 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 | $1,369 | $1,441 |
| Right-of-use assets obtained in exchange for lease obligations | ||
| Operating leases | $648 | $— |
| Weighted Average Remaining Lease Terms | ||
|---|---|---|
| Operating leases | 2.4 Years | 2.8 Years |
| Weighted Average Discount Rate | ||
| Operating leases | 4.16% | 3.85% |
Future minimum lease commitments under non-cancelable operating leases for each of the fiscal years ending are as follows (in thousands):
| Operating | |
|---|---|
| Lease | |
| Commitments | |
| 2025 (remaining 9 months) | $3,246 |
| 2026 | 3,391 |
| 2027 | 1,709 |
| 2028 | 516 |
| 2029 | 167 |
| Total future minimum lease payments | $9,029 |
| Less imputed interest | 465 |
| Present value of lease liabilities | $8,564 |
- 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 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 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 May 31, 2024 | (in years) | Amount | Amortization | Net |
| Definite-lived intangible assets | ||||
| Trademarks and trade names | 7.4 | $29,817 | $14,892 | $14,925 |
| Customer lists | 4.9 | 81,753 | 60,844 | 20,909 |
| Non-compete | 1.4 | 238 | 185 | 53 |
| Technology | 5.5 | 650 | 139 | 511 |
| Total | 5.9 | $112,458 | $76,060 | $36,398 |
| Definite-lived intangible assets | ||||
| Trademarks and trade names | 7.6 | $29,817 | $14,366 | $15,451 |
| Customer lists | 5.1 | 81,753 | 59,473 | 22,280 |
| Non-compete | 1.6 | 238 | 176 | 62 |
| Technology | 5.8 | 650 | 116 | 534 |
| Total | 6.1 | $112,458 | $74,131 | $38,327 |
Aggregate amortization expense was $1.9 million for thethree months ended May 31, 2023 and May 31, 2024.
The Company’s estimated amortization expense for the current and next five fiscal years is as follows (in thousands):
| 2025 (remaining) | $5,640 |
| 2026 | $6,945 |
| 2027 | $5,856 |
| 2028 | $4,360 |
| 2029 | $3,725 |
| 2030 | $2,510 |
Changes in the net carrying amount of goodwill as of the dates indicated are as follows (in thousands):
| Balance as of March 1, 2023 | 91,819 |
|---|---|
| Goodwill acquired | 2,530 |
| Balance as of February 29, 2024 | 94,349 |
| Goodwill acquired | — |
| Balance as of May 31, 2024 | $94,349 |
During fiscal year 2024, $2.5 million was added to goodwill related to the acquisition of Stylecraft, UMC Eagle and Diamond.
- Accrued Expenses
The following table summarizes the components of accrued expenses as of the dates indicated (in thousands):
| May 31, | February 29, | |
|---|---|---|
| 2024 | 2024 | |
| Employee compensation and benefits | $9,855 | $13,714 |
| Taxes other than income | 1,731 | 1,341 |
| Accrued legal and professional fees | 331 | 510 |
| Accrued utilities | 108 | 108 |
| Accrued acquisition related obligations | 200 | 200 |
| Income taxes payable | 3,364 | 626 |
| Other accrued expenses | 1,587 | 1,042 |
| $17,176 | $17,541 |
- Credit Facility
As of May 31, 2024, the Company had $0.3 million outstanding under a standby letters of credit arrangement secured by a cash collateral bank account.
- 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.
During the three-month period ended May 31, 2024, the Company repurchased 91,883 shares of common stock under the program at an average price of $19.79. The Company didnot repurchase any shares for the three months ended May 31, 2023. Since the program’s inception in October 2008, there have been 2,334,344 common shares repurchased at an average price of $16.47 per share. As of May 31, 2024, $21.5 million remained available to repurchase shares of the Company’s common stock under the program.
- 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 May 31, 2024, the Company has 265,887 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 May 31,
2024 and May 31, 2023, the Company included in selling, general and administrative expenses, compensation expense related to stock-based compensation of $1.8 million and $0.7 million, respectively.
Stock Options
The Company had the following stock option activity for thethree months ended May 31, 2024.
| 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 | 52,500 | $19.88 | 10.0 | — |
| Granted | — | — | ||
| Terminated | — | — | ||
| Exercised | — | — | ||
| Outstanding at May 31, 2024 | 52,500 | $19.88 | 8.9 | $60.4 |
| Exercisable at May 31, 2024 | 17,497 | $19.88 | 8.9 | $20.1 |
A summary of the status of the Company’s unvested stock options at May 31, 2024 and the changes during the three months ended May 31, 2024 are presented below:
| Weighted | ||
|---|---|---|
| Average | ||
| Number | Grant Date | |
| of Options | Fair Value | |
| Unvested at March 1, 2024 | 52,500 | 2.47 |
| New grants | — | — |
| Vested | (17,497) | 2.47 |
| Forfeited | — | — |
| Unvested at May 31, 2024 | 35,003 | 2.47 |
As of May 31, 2024, 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 1.9 years.
Restricted Stock
The following activity occurred with respect to the Company’s restricted stock awards for thethree months ended May 31, 2024:
| Weighted | ||
|---|---|---|
| Average | ||
| Number of | Grant Date | |
| Shares | Fair Value | |
| Outstanding at March 1, 2024 | 42,131 | $20.11 |
| Granted | — | — |
| Terminated | — | — |
| Vested | (667) | 17.58 |
| Outstanding at May 31, 2024 | 41,464 | $20.15 |
As of May 31, 2024, the total remaining unrecognized compensation cost related to unvested restricted stock was approximately $0.5 million. The weighted average remaining requisite service period of the unvested restricted stock awards was 1.5 years.
Restricted Stock Units
During the three months ended May 31, 2024,238,494 performance-based RSUs and 122,303 time-based 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 of $19.43 per unit. The fair value of the performance-based RSUs, using a Monte Carlo valuation model, was $20.37 perunit. 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 of the Company. 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 vest on the third anniversary from the date of grant and the time-based RSUs vest ratably over three years from the date of grant.
The following activity occurred with respect to the Company’s restricted stock units for thethree months ended May 31, 2024:
| Time-based · Performance-based | |||||
|---|---|---|---|---|---|
| Weighted · Weighted | |||||
| Average · Average | |||||
| Number of · Grant Date · Number of · Grant Date | |||||
| Shares · Fair Value · Shares · Fair Value | |||||
| Outstanding at March 1, 2024 | 16,639 | $20.11 | 152,572 | $23.17 | |
| Granted (1) | 122,303 | 19.43 | 238,494 | 20.37 | |
| Change due to performance achievement | 61,337 | ||||
| Terminated | — | — | — | — | |
| Vested | (16,639) | 20.11 | (213,909) | 22.72 | |
| Outstanding at May 31, 2024 | 122,303 | $19.43 | 238,494 | $20.37 | |
(1) The number of shares of time-based grants may, upon vesting, convert 50% into common stock and the remaining 50% into two incentive stock options for each RSU with an exercise price equal to the closing price of the Company's stock on that date for employees who have not met their stock ownership requirements. The number of shares of performance-based grants represents awards granted by the Company at the maximum achievement level of 130% of target payout. Actual shares that may be issued can range from 0% to 130% of target.
As of May 31, 2024, the total remaining unrecognized compensation cost of time-based RSUs was approximately $2.3 million over a weighted average remaining requisite service period of 2.9 years. As of May 31, 2024, the total remaining unrecognized compensation of performance-based RSUs was approximately $4.7 million over a weighted average remaining requisite service period of 2.9 years.
- 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 | ||
|---|---|---|
| May 31, | ||
| 2024 | 2023 | |
| Components of net periodic benefit cost | ||
| Service cost | $166 | $182 |
| Interest cost | 649 | 605 |
| Expected return on plan assets | (755) | (792) |
| Amortization of: | ||
| Unrecognized net loss | 436 | 467 |
| Net periodic benefit cost | $496 | $462 |
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 assumptions used to calculate the pension funding deficit are different from the assumptions 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.
Assuminga stable funding status, the Company would expect to make a cash contribution to the Pension Plan of between $1.0 million and $3.0 million per year. However, changes in actual investment returns or in discount rates could change this amount significantly. The Company made a $1.2 million contribution to the Pension Plan during the fiscal year 2024. 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 May 31, 2024, we had an unfunded pension asset recorded on our balance sheet of approximately $0.1 million.
- 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 | ||
|---|---|---|
| May 31, | ||
| 2024 | 2023 | |
| Basic weighted average common shares outstanding | 26,156,928 | 25,839,651 |
| Effect of dilutive stock options, restricted stock, time-based RSUs and performance-based RSUs | 122,718 | 139,882 |
| Diluted weighted average common shares outstanding | 26,279,646 | 25,979,533 |
| Earnings per share | ||
| Net earnings - basic | $0.41 | $0.45 |
| Net earnings - diluted | $0.41 | $0.45 |
| Cash dividends per share | $0.25 | $0.25 |
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 difference in undistributed earnings allocated to each participating security. Accordingly, the presentation above is prepared on a combined basis. At May 31, 2024,52,500 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 thethree months ended May 31, 2023.
- 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 May 31, 2024, cash balances included $90.6 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 credit losses 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.
- 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 May 31, 2024 was $0.3 million and $0.3 million, respectively. The total right-of-use asset and related lease liability as of May 31, 2023 was $0.7 million and $0.7 million, respectively. During thethree months ended May 31, 2024, total lease payments and sales made to the related party were approximately $0.1 million and $0.7 million, respectively. During the three months ended May 31, 2023, total lease payments and sales made to the related party were approximately $0.1 million and $0.8 million, respectively.
- 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 three months ended May 31, 2024 and 2023 was 27.5% and 28.0%, respectively. The Company made cash payments for income taxes of $0.3 million and $1.1 million, respectively, for thethree months ended May 31, 2024 and 2023.
- 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.
- Subsequent Events
On June 14, 2024, the Board declared a quarterly dividend on the Company's common stock of 25.0 cents per share, which will be paid on August 5, 2024 to shareholders of record as of July 5, 2024. The expected payout for this dividend is approximately $6.5 million.
On June 25, 2024, the Company acquired the assets of Printing Technologies, Inc. and Paper Solutions, Inc. in Indianapolis, Indiana for approximately $4.9 million plus the assumption of trade payables.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.