ENNIS, INC.
For the period ended May 31, 2026. Filed Jul 1, 2026.
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, 2026 · Filed Jul 1, 2026
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 three months ended May 31, 2026 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, 2026, from which the accompanying consolidated balance sheet at February 28, 2026 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 credit losses, 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 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.
In July 2025, the FASB issued ASU 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05"). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that elects this accounting policy must disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for the Company beginning in the fiscal year ending February 28, 2027. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the Consolidated Financial Statements.
- Revenue
Nature of Revenues
Substantially all of the Company’s revenue is derived from the sale of printed 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 when the performance obligation is met 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 printed 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 warehouse. Approximately $3.5 million and $3.0 million of revenue was recognized under these arrangements during thethree months ended May 31, 2026 and 2025, respectively.
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 Condensed 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 reportable segment consisting of printed product revenue, which is reported as net sales on the condensed consolidated statements of operations. See Note 19. The Company does not have material contract assets or contract liabilities as of May 31, 2026.
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 the Company's 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.
- Receivables
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. Accounts receivable relate to credit extended directly to customers in the ordinary course of business.
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 three months ended May 31, 2026 and 2025 were not significant to the Condensed Consolidated Financial Statements. 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, | ||
| 2026 | 2025 | |
| Balance at beginning of period | $1,617 | $1,713 |
| Credit losses | 107 | 90 |
| Recoveries | (116) | — |
| Accounts written off | (10) | (45) |
| Balance at end of period | $1,598 | $1,758 |
Other Receivables
Other receivables primarily consist of vendor rebate receivables which represent amounts due from vendors for volume and are generally negotiated at the beginning of the annual period. The Company receives volume-based rebates from certain suppliers. These rebates are recognized as a reduction in the cost of inventory and are recognized in cost of goods sold when the related inventory is sold. Rebates are accrued based on purchases and in accordance with the contractual terms.
- Inventories
The Company values its inventories at the lower of first-in, first out (“FIFO”) cost or market cost, with the exception of approximately 5.8% and 5.6% of inventories are valued at last-in, first-out (“LIFO”) as of May 31, 2026 and February 28, 2026, respectively, or net realizable value. The excess of current cost at FIFO over LIFO stated values was approximately $6.4 million and $6.1 million as of May 31, 2026 and February 28, 2026, respectively. 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. The allowance for aged obsolete inventory at May 31, 2026 and February 28, 2026 were $1.9 million and $1.9 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.
The following table summarizes the components of inventories at the different stages of production as of the dates indicated (in thousands):
| May 31, | February 28, | |
|---|---|---|
| 2026 | 2026 | |
| Raw material, net | $34,241 | $35,346 |
| Work-in-process | 5,222 | 4,344 |
| Finished goods | 16,604 | 15,205 |
| Total inventory, net | $56,067 | $54,895 |
- Property, Plant and Equipment
The following table presents a summary of property, plant and equipment, net:
| May 31, | February 28, | |
|---|---|---|
| 2026 | 2026 | |
| Plant, machinery and equipment | $160,207 | $160,300 |
| Land and buildings | 80,736 | 80,712 |
| Computer equipment and software | 9,906 | 10,429 |
| Other | 3,695 | 3,872 |
| Property, plant and equipment | 254,544 | 255,313 |
| Less accumulated depreciation | 193,010 | 191,972 |
| Property, plant and equipment, net | $61,534 | $63,341 |
- 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 are greater than the purchase price, a bargain purchase gain is recognized. Acquisition-related costs are expensed in the period incurred. During the three months ended May 31, 2026 and 2025, the acquisition related costs were not significant to the Company's Condensed Consolidated Financial Statements.
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 $3.9 million in cash. The Company performed an allocation of the total consideration and recorded the underlying assets acquired (including certain identified intangible assets, consisting primarily of customer lists and trade names) and liabilities assumed based on the estimated fair values using the information available as of the acquisition date. The Company recorded intangible assets with definite lives ranging from 2 to 13 years of approximately $2.3 million in connection with the transaction, which are deductible for tax purposes. The acquisition of CFC further strengthens our leading position in the business products and commercial print sector.
The following table summarizes the Company's purchase price allocation for CFC as of the acquisition date (in thousands):
| Accounts receivable | $652 |
|---|---|
| Inventories | 336 |
| Other assets | 56 |
| Right-of-use asset | 239 |
| Property, plant and equipment | 1,000 |
| Intangibles | 2,307 |
| Operating lease liability | (239) |
| Accounts payable and accrued liabilities | (418) |
| Acquisition price | $3,933 |
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 $35.0 million in cash. The Company performed an allocation of the total consideration and recorded the underlying assets acquired (including certain identified intangible assets, consisting primarily of customer lists and trade names) and liabilities assumed based on the estimated fair values prepared by management using the information available as of the acquisition date. All goodwill of $12.2 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives ranging from 2 to 13 years of approximately $11.3 million in connection with the transaction, which are also deductible for tax purposes. The acquisition of NEC and ESS strengthens our production capabilities to serve our customers in the Northeast and Southeast United States.
The following table summarizes the Company's purchase price allocation for NEC and ESS as of the acquisition date (in thousands):
| Accounts receivable | $1,585 |
|---|---|
| Inventories | 2,914 |
| Right-of-use asset | 601 |
| Property, plant and equipment | 7,371 |
| Goodwill | 12,237 |
| Intangibles | 11,348 |
| Operating lease liability | (601) |
| Accounts payable and accrued liabilities | (458) |
| Acquisition price | $34,997 |
The results of operations for NEC, ESS, and CFC are included in the Company’s condensed 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, 2025). 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, 2026 | May 31, 2025 | |
| Pro forma net sales | $98,615 | $101,059 |
| Pro forma net earnings | 9,879 | 10,151 |
| Pro forma earnings per share - diluted | $0.39 | $0.39 |
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 material variable lease costs for thethree months ended May 31, 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 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.
Lease expense is recognized in cost of sales and selling, general and administrative expense within the Company's Condensed Consolidated Statements of Operations, based on the underlying nature of the leased asset.
Components of lease expense for thethree months ended May 31, 2026 and 2025 were as follows (in thousands):
| Three months ended | ||
|---|---|---|
| May 31, 2026 | May 31, 2025 | |
| Operating lease cost | $1,267 | $1,431 |
| 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 | $1,278 | $1,446 |
| Right-of-use assets obtained in exchange for lease obligations | ||
| Operating leases | $— | $2,299 |
| Weighted Average Remaining Lease Terms | ||
|---|---|---|
| Operating leases | 2.8 Years | 3.0 Years |
| Weighted Average Discount Rate | ||
| Operating leases | 4.25% | 4.39% |
Future minimum lease commitments under non-cancelable operating leases for the current and next five fiscal years is as follows (in thousands):
| Operating | |
|---|---|
| Lease | |
| Commitments | |
| 2027 (remaining) | $3,076 |
| 2028 | 2,648 |
| 2029 | 1,631 |
| 2030 | 718 |
| 2031 | 252 |
| 2032 | 140 |
| Total future minimum lease payments | $8,465 |
| Less imputed interest | 411 |
| Present value of lease liabilities | $8,054 |
- 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 the 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. A goodwill impairment charge wasnot required during the three months ended May 31, 2026 and 2025.
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, 2026 | (in years) | Amount | Amortization | Net |
| Definite-lived intangible assets | ||||
| Trademarks and trade names | 8.1 | $34,056 | $19,177 | $14,879 |
| Customer lists | 7.7 | 93,772 | 72,255 | 21,517 |
| Non-compete | 0.7 | 289 | 258 | 31 |
| Technology | 3.5 | 650 | 325 | 325 |
| Total | 7.8 | $128,767 | $92,015 | $36,752 |
| Definite-lived intangible assets | ||||
| Trademarks and trade names | 8.2 | $34,056 | $18,620 | $15,436 |
| Customer lists | 7.7 | 93,772 | 70,763 | 23,009 |
| Non-compete | 0.8 | 289 | 250 | 39 |
| Technology | 3.8 | 650 | 302 | 348 |
| Total | 7.9 | $128,767 | $89,935 | $38,832 |
Aggregate amortization expense was $2.1 and $1.9 million for the three months ended May 31, 2026 and 2025, respectively.
The Company’s estimated amortization expense for the current and next five fiscal years is as follows (in thousands):
| 2027 (remaining) | $5,204 |
| 2028 | $5,760 |
| 2029 | $5,119 |
| 2030 | $3,904 |
| 2031 | $3,240 |
| 2032 | $2,948 |
Changes in the net carrying amount of goodwill as of the dates indicated are as follows (in thousands):
| Balance as of March 1, 2025 | $94,349 |
|---|---|
| Goodwill acquired | 12,237 |
| Balance as of February 28, 2026 | 106,586 |
| Goodwill acquired | — |
| Balance as of May 31, 2026 | $106,586 |
- Accrued Expenses
The following table summarizes the components of accrued expenses as of the dates indicated (in thousands):
| May 31, | February 28, | |
|---|---|---|
| 2026 | 2026 | |
| Employee compensation and benefits | $13,047 | $12,254 |
| Taxes other than income | 1,880 | 1,435 |
| Accrued legal and professional fees | 355 | 558 |
| Accrued utilities | 118 | 118 |
| Income taxes payable | 4,858 | 1,067 |
| Other accrued expenses | 1,374 | 1,414 |
| $21,632 | $16,846 |
- Credit Facility
As of May 31, 2026, the Company had approximately $0.2 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.
The Company didnot repurchase shares of common stock during the three months ended May 31, 2026. During the three months ended May 31, 2025, the Company repurchased 260,560 shares of common stock under the program at an average price of $19.04. Since the program’s inception in October 2008, there have been 3,127,900 common shares repurchased at an average price of $16.87 per share. As of May 31, 2026, approximately $7.2 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. At May 31, 2026, the Company had one stock compensation plan, the 2021 Long-Term Incentive Plan of Ennis, Inc., adopted by the Board April 16, 2021 and affirmed by vote of the shareholders July 15, 2021 (the “Plan”). The Plan authorized 1,033,648 shares of common stock for awards and expires June 30, 2031 and all unissued stock will expire on that date. As of May 31, 2026, the Company has 441,493 shares of unissued common stock reserved under the Plan for issuance. The exercise price of each stock option granted under the Plan equals a referenced price of the Company’s common stock as reported on the New York Stock Exchange on the date of grant, and an option’s maximum term isten years. Stock options and restricted stock may be granted at different times during the year and vest ratably over various periods, from grant date up tofive years. The Company 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, 2026 and 2025, the Company included in selling, general and administrative expenses, compensation expense related to stock-based compensation of approximately $0.4 million and $0.6 million, respectively.
Stock Options
The following is a summary of the assumptions used and the weighted average grant-date fair value of the stock options granted during the three months ended May 31, 2026 and 2025.
| May 31, | May 31, | |
|---|---|---|
| 2026 | 2025 | |
| Expected volatility | 19.87% | 19.95% |
| Expected term (years) | 3 | 3 |
| Risk free interest rate | 3.84% | 3.97% |
| Dividend Yield | 5.33% | 4.66% |
| Weighted average grant-date fair value | $2.24 | $2.41 |
The Company had the following stock option activity for the three months ended May 31, 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, 2026 | 39,560 | $19.33 | 7.6 | $70.3 |
| Granted | 10,809 | 19.76 | ||
| Exercised | — | — | ||
| Outstanding at May 31, 2026 | 50,369 | $19.42 | 7.9 | $52.2 |
| Exercisable at May 31, 2026 | 50,369 | $19.42 | 7.9 | $52.2 |
A summary of the status of the Company’s unvested stock options at May 31, 2026 and the changes during the three months ended May 31, 2026 are presented below:
| Weighted | ||
|---|---|---|
| Average | ||
| Number | Grant Date | |
| of Options | Fair Value | |
| Unvested at March 1, 2026 | 13,338 | 2.47 |
| New grants | 10,809 | 2.24 |
| Vested | (24,147) | 2.37 |
| Forfeited | — | — |
| Unvested at May 31, 2026 | — | — |
As of May 31, 2026, there wasno unrecognized compensation cost related to unvested stock options granted under the Plan.
Restricted Stock
The following activity occurred with respect to the Company’s restricted stock awards for the three months ended May 31, 2026:
| Weighted | ||
|---|---|---|
| Average | ||
| Number of | Grant Date | |
| Shares | Fair Value | |
| Unvested at March 1, 2026 | 40,061 | $19.53 |
| Granted | — | — |
| Terminated | — | — |
| Vested | — | — |
| Unvested at May 31, 2026 | 40,061 | $19.53 |
As of May 31, 2026, the total remaining unrecognized compensation cost related to unvested restricted stock was approximately $0.4 million. The weighted average remaining requisite service period of the unvested restricted stock awards was 1.6 years.
Restricted Stock Units
During the three months ended May 31, 2026, no performance-based or time-based RSUs were granted under the 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 $19.97 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 of the Company. The award will be based on the Company’s return on equity, EBITDA (earnings before interest expense, tax expense, depreciation, and amortization) and adjusted for the Company’s Relative Shareholder Return as measured against a defined peer group. The RSUs include dividend equivalent rights that entitle the holders to receive cash payments per RSU that are equal to the per share dividends we declare and pay on our common stock, which are included in dividends paid in the Condensed Consolidated Financial Statements.
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 the three months ended May 31, 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, 2026 (1) | 67,976 | $19.43 | 198,827 | $19.97 |
| Granted | — | — | — | — |
| Terminated | (5,403) | 19.43 | — | — |
| Modified (2) | (46,352) | 19.43 | (135,581) | 19.97 |
| Vested | (5,406) | 19.43 | — | — |
| Unvested at May 31, 2026 | 10,815 | $19.43 | 63,246 | $19.97 |
(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 includes an estimate 14,595 of additional RSUs at the maximum achievement level of 130% of target payout. Actual shares that may be issued can range from 0% to 130% of target.
(2)During April 2026, the Compensation Committee approved the settlement of certain outstanding RSU awards in cash rather than shares of common stock. As a result, the awards were modified from equity-classified to liability-classified awards under Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation (“ASC 718”). The Company reclassified approximately $2.2 million from additional paid-in-capital to accrued compensation liabilities. Subsequent changes in the liability balance will be recognized through compensation expense until settlement.
As of May 31, 2026, the total remaining unrecognized compensation cost of time-based RSUs was approximately $0.1 million over a weighted average remaining requisite service period of 0.9 years. As of May 31, 2026, the total remaining unrecognized compensation of performance-based RSUs was approximately $0.4 million over a weighted average remaining requisite service period of 0.9 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. Effective January 1, 2009, the Company amended the Pension Plan to exclude any new employees from participation in the Pension Plan. Eligible employees who were hired before January 1, 2009 are still eligible to participate and participating employees continue to accrue benefit service.
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 (in thousands):
| Three months ended | ||
|---|---|---|
| May 31, | ||
| 2026 | 2025 | |
| Components of net periodic benefit cost | ||
| Service cost | $149 | $151 |
| Interest cost | 659 | 650 |
| Expected return on plan assets | (732) | (710) |
| Amortization of: | ||
| Unrecognized net loss | 281 | 366 |
| Net periodic benefit cost | $357 | $457 |
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. Assuming a 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 isnot required to make a contribution to the pension plan for fiscal year 2027. As the Company's Pension Plan assets are invested in marketable securities, fluctuations in market values could potentially impact the Company's funding status, associated liabilities recorded and future required minimum contributions. At May 31, 2026, the Company had a funded pension asset recorded on its condensed consolidated balance sheet of approximately $2.2 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, | ||
| 2026 | 2025 | |
| Basic weighted average common shares outstanding | 25,363,246 | 25,956,639 |
| Effect of dilutive stock options, restricted stock, time-based RSUs and performance-based RSUs | 157,793 | 64,608 |
| Diluted weighted average common shares outstanding | 25,521,039 | 26,021,247 |
| Earnings per share | ||
| Net earnings - basic | $0.39 | $0.38 |
| Net earnings - diluted | $0.39 | $0.38 |
| 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. The Company's unvested restricted shares participate on an equal basis with common shares; therefore, there is no difference in undistributed earnings allocated to each participating security. Accordingly, the presentation above is prepared on a combined basis.
- Concentrations of Risk
Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash, cash equivalents and accounts receivable. 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, 2026, cash balances included $48.6 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 accounts receivable 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 products to entities controlled by a member of the Board. The total right-of-use asset and related lease liability as of May 31, 2026 was $1.2 million and $1.2 million, respectively. The total right-of-use asset and related lease liability as of May 31, 2025 was $1.6 million and $1.6 million, respectively. During the three months, ended May 31, 2026, total lease payments and product sales made to the director-controlled entities were approximately $0.1 million and $0.7 million, respectively. During the three months, ended May 31, 2025, total lease payments and product sales made to the director-controlled entities were approximately $0.1 million and $1.1 million, respectively. The accounts receivable balances as of May 31, 2026 and 2025 were approximately $0.1 and $0.2 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 the Company's 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.
The Company's effective tax rate for the three months ended May 31, 2026 and 2025 was 28.0% and 27.5%, respectively. The Company made cash payments for income taxes, net of income tax refunds of approximately $0.1 million and $0.2 million for the three months ended May 31, 2026 and 2025, respectively.
- 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 $4.0 millionin 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 third quarter of the 2026 calendar year. The Company has accrued a liability reserve of approximately $0.5 million related to this claim.
- Segment Reporting
The Company’s Chief Operating Decision Maker ("CODM") is its Chairman, President, and Chief Executive Officer. The CODM evaluates performance and allocates resources on a consolidated basis using consolidated net income, earnings releases, investor presentations, and the Company’s SEC filings, as well as through the approval of the Company’s annual budget and forecast.
Thesingle operating segment is also the Company'ssingle 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 the Company's 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 condensed 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 Condensed Consolidated Statement of Operations. In addition, segment assets reviewed by the CODM are reported on the Company’s Condensed Consolidated Balance Sheets as total assets.
| Three months ended May 31, | ||
|---|---|---|
| (Dollars in thousands) | 2026 | 2025 |
| Segment operating net sales | $98,615 | $97,197 |
| Segment operating expenses | ||
| Product purchases | 32,301 | 30,218 |
| Compensation expense | 21,090 | 21,603 |
| Product supplies | 5,907 | 6,106 |
| Manufacturing depreciation | 2,055 | 2,110 |
| Other product cost (1) | 6,179 | 6,930 |
| Segment cost of goods sold | 67,532 | 66,967 |
| Segment SG&A expenses | ||
| Compensation expense | 11,932 | 11,585 |
| Depreciation expense | 104 | 130 |
| Amortization expense | 2,080 | 1,944 |
| Other expense (2) | 3,392 | 3,288 |
| Segment SG&A expenses | 17,508 | 16,947 |
| Other segment items | ||
| (Gain) loss from disposal of assets | (10) | — |
| Interest income | (367) | (550) |
| Other (income) expense | 230 | 318 |
| Income tax expense | 3,843 | 3,716 |
| Consolidated net earnings | $9,879 | $9,799 |
(1)Other product cost includes manufacturing overhead and freight expenses.
(2)SG&A, other expense includes professional services and utility services not included in the manufacturing process.
- Subsequent Events
On June 19, 2026 the Board declared a quarterly cash dividend on the Company's common stock of $0.25 per share. The dividend is payable on August 10, 2026 to shareholders of record as of July 10, 2026. The expected payout for this dividend is approximately $6.4 million.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.