UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 29, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-5807
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ENNIS BUSINESS FORMS, INC.
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(Exact name of registrant as specified in its charter)
Texas 75-0256410
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1510 N. Hampton, Suite 300, DeSoto, TX 75115
- ---------------------------------------- --------
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (972) 228-7801
----------------
Securities registered pursuant to Section 12(b) of the Act:
Number of Shares
Outstanding on Name of each exchange
Title of each class April 17, 2000 on which registered
- ----------------------------- ---------------- ---------------------
Common Stock, par value $2.50 16,191,795 New York Stock
per share Exchange
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
registrant as of April 17, 2000 (15,360,326 shares) was $111,362,364.
Documents Incorporated by Reference:
Portions of 2000 Annual Report to Shareholders - Incorporated in Parts I & II
Portions of Proxy Statement dated May 12, 2000 - Incorporated in Part III
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
PART I
Item 1. Business.
- -----------------
Ennis Business Forms, Inc. was organized under the laws of Texas in
1909. Ennis (the Company and all of its subsidiaries) is engaged in three
segments. These segments are the manufacture and sale of business forms, the
design, production and distribution of printed and electronic promotional
products and tool and die business. Additional information concerning the
segments is incorporated herein by reference to page 34 of the Company's
2000 Annual Report to Shareholders which is attached at Exhibit (13) hereto.
Approximately 94% of the business products manufactured by Ennis are
custom and semi-custom, constructed in a wide variety of sizes, colors,
number of parts and quantities on an individual job basis depending upon the
customers' specifications. Ennis operates seventeen manufacturing locations
in twelve strategically located states providing the Ennis dealer a national
network for meeting users' demands for hand or machine written records and
documents. For the year ended February 29, 2000 the sale of business products
represents approximately 92% of consolidated net sales.
While it is not possible, because of the lack of adequate statistical
information, to determine Ennis' share of the total business products
market, management believes Ennis is one of the largest producers of
business forms in the United States distributing primarily through
independent dealers, and that its business forms offering is more
diversified than that of most companies in the business forms industry.
The forms industry is divided into two major competitive segments.
One segment sells directly to end users, and is dominated by a few large
manufacturers. The other segment, which the Company serves, distributes
forms and other business products through a variety of resellers. The
Company believes it is the largest forms company which serves this segment of
the market. There are a number of competitors which operate in this segment
ranging in size from single employee-owner operations to multi-plant
organizations. The Company's strategic plant locations and buying power
permit it to compete on a favorable basis within this segment of the market
on the competitive factors of service, quality and price.
Distribution of business forms and other business products throughout
the United States is primarily through independent dealers, including
business forms distributors, stationers, printers, computer software
developers, etc. No single customer accounts for as much as ten percent of
consolidated net sales.
Raw materials principally consist of a wide variety of weights,
widths, colors, sizes, and qualities of paper for business products
purchased from a number of major suppliers at prevailing market prices.
Business form usage is generally not seasonal. General economic
conditions are the predominant factor in quarterly volume fluctuations.
2
Patents, Trademarks, Licenses, Franchises and Concessions:
- ---------------------------------------------------------
The Company does not have any significant patents, trademarks,
licenses, franchises or concessions.
Backlog:
- -------
At February 29, 2000 the Company's backlog of business forms orders
believed to be firm was approximately $6,663,000 as compared to
approximately $6,810,000 at February 28, 1999. The backlog of orders for
tools, dies and special machinery at February 29, 2000 was approximately
$2,645,000 as compared to approximately $5,537,000 at February 28, 1999.
The backlog of orders of promotional media at February 29, 2000 was
approximately $9,340,000. Approximately $3,520,000 of the promotional media
backlog is not expected to be filled in the fiscal year ending February 28,
2001.
Research and Development:
- ------------------------
While the Company continuously looks for new products to sell through
its distribution channel, there have been no material amounts spent on
research and development in the fiscal year ended February 29, 2000.
Environment:
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There have been no material effects on the Company arising from
compliance with Federal, State, and local provisions or regulations
relating to the protection of the environment.
Employees:
- ---------
At February 29, 2000, the Company had approximately 1,790 employees,
of whom approximately 504 were represented by three unions and under five
separate contracts expiring at various times.
3
Item 2. Properties.
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The Company operates twenty-one manufacturing facilities located in
twelve states as follows:
Square feet
of floor space
----------------------------
Owned Leased Total
Ennis, Texas Manufacturing Facility
and Administrative Offices 334,418 334,418
DeSoto, Texas Executive and
Administrative Offices 13,577 13,577
Chatham, Virginia Manufacturing 127,956 127,956
Paso Robles,
California Manufacturing 94,120 94,120
Knoxville, Tennessee Manufacturing 48,057 48,057
Wolfe City, Texas Two Manufacturing
Facilities 119,259 119,259
Portland, Oregon Manufacturing 47,000 47,000
Fort Scott, Kansas Manufacturing 86,660 86,660
DeWitt, Iowa Manufacturing 95,000 95,000
Dallas, Texas Manufacturing Facility
and Sales Office 82,400 23,976 106,376
Louisville, Kentucky Manufacturing 42,800 42,800
Moultrie, Georgia Manufacturing 25,000 25,000
Coshocton, Ohio Manufacturing 24,750 24,750
Bell, California Manufacturing 19,286 19,286
Macomb, Michigan Manufacturing 56,350 56,350
Houston, Texas Manufacturing 40,800 40,800
San Antonio, Texas Manufacturing 47,426 47,426
Denver, Colorado Four Manufacturing
Facilities 176,800 176,800
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1,184,196 321,439 1,505,635
4
All of the above properties are used for the production, warehousing and
shipping of business forms and other business products except the owned
Dallas, Texas plant, which is used for the production of tools, dies and
special machinery, and the leased Dallas, Texas sales office and the Denver,
Colorado plants, which are used in the design, production and distribution of
promotional media.
The plants are being operated at normal productive capacity. Productive
capacity fluctuates with the ebb and flow of market demands and depends
upon the product mix at a given point in time. Equipment is added as
existing machinery becomes obsolete or unrepairable and as new equipment
becomes necessary to meet market demands; however, at any given time these
additions and replacements are not considered to be material additions to
property, plant and equipment, although such additions or replacements may
increase a plant's efficiency or capacity.
All of the foregoing facilities are considered to be in good
condition. The Company does not anticipate that substantial expansion,
refurbishing or re-equipping will be required in the near future.
All of the rented property is held under leases with original terms of
four or more years, expiring at various times from December 2000 through
March 2005. No difficulties are presently foreseen in maintaining or
renewing such leases as they expire.
Item 3. Legal Proceedings.
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There are no material pending legal proceedings or litigation pending
or threatened to which the registrant or its subsidiaries are parties or of
which property of the registrant or its subsidiaries is the subject.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------------------------------------------------------------
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G of Form 10-K, the following list is
included as an unnumbered Item in Part I of this report in lieu of being
included in the Proxy Statement for the Annual Meeting of Shareholders to
be held on June 15, 2000.
The following is a list of names and ages of all of the executive
officers of the registrant indicating all positions and offices with the
registrant held by each such person and each such person's principal
occupation or employment during the past five years. All such persons have
been elected to serve until the next annual election of officers (which
shall occur on June 15, 2000) and their successors are elected, or until
their earlier resignation or removal. No person other than those listed
below has been chosen to become an executive officer of the registrant.
5
Keith S. Walters, Chairman of the Board, CEO and President, age 50,
was elected Chief Executive Officer in November 1997, Chairman in June 1998
and President in July 1998. Mr. Walters was employed by the Company in
August 1997 and was elected to the office of Vice President Commercial
Printing Operations at that time. Prior to joining the Company, Mr.
Walters was with Atlas/Soundolier, a division of American Trading and
Production Company, for 8 years, most recently as Vice President of
Manufacturing. Prior to that time, Mr. Walters was with the Automotive
Division of United Technologies Corporation for 15 years, primarily in
manufacturing and operations.
Ronald M. Graham, Vice President Human Resources, age 52, was elected
Vice President Human Resources in June 1998. Mr. Graham was employed by
the Company in January 1998 as Director of Human Relations. Prior to
joining the Company, Mr. Graham was with E. V. International, Inc.
(formerly Mark IV Industries, Inc.) for 17 years as Corporate Vice
President, Administration. Prior to that time, Mr. Graham was with
Sheller-Globe (door div.) for 3 years as Corporate Director of Human
Resources.
Robert M. Halowec, Vice President Finance and Chief Financial Officer,
age 45, was elected Vice President Finance and Chief Financial Officer in
January 1999. Mr. Halowec was employed by the Company in January 1999 as
Vice President Finance and Chief Financial Officer. Prior to joining the
Company, Mr. Halowec was with Moore Corporation for 13 years, most recently
as Financial Director of Moore's Cut Products Group in Nacogdoches, Texas.
Harve Cathey, Secretary and Treasurer, age 61, was elected Secretary in
October 1998 and Treasurer in July 1998. Mr. Cathey has been employed by the
Company continuously since April 1969. Previously, Mr. Cathey served as
Vice President-Finance and Secretary (from September 1983 to September
1996) and Treasurer (from June 1978 to December 1992).
There is no family relationship among or between any executive
officers of the registrant, nor any family relationship between any
executive officers and directors.
6
PART II
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Item 5. Market for the Registrant's Common Equity and Related Shareholder
Matters.
- -------------------------------------------------------------------------
The Company's common stock is traded on the New York Stock Exchange.
The following table sets forth for the periods indicated: the high and low
closing sales prices and the common stock trading volume as reported by the
New York Stock Exchange and dividends declared by the Company.
Common
Stock Trading
Volume Dividends
(number per share of
Common Stock Price Range of shares Common
High Low in thousands) Stock
Fiscal Year Ended February 29, 2000
First Quarter $9.0625 $7.8750 1,371 $0.155
Second Quarter 9.7500 8.3125 1,982 0.155
Third Quarter 9.5625 8.0000 1,495 0.155
Fourth Quarter 8.9375 7.2500 925 0.155
Fiscal Year Ended February 28, 1999
First Quarter $12.6250 $9.7500 2,217 $0.155
Second Quarter 12.0000 9.9375 1,183 0.155
Third Quarter 10.8125 9.3125 1,069 0.155
Fourth Quarter 10.8750 8.8750 1,244 0.155
On April 17, 2000, the last sale price of the common stock was $7.2500
per share and the number of shareholders of record was 1,579.
7
Item 6. Selected Financial Data.
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The information required by this item is incorporated herein by
reference to page 17 of the Company's 2000 Annual Report to Shareholders
which is attached as Exhibit (13) hereto.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
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The information required by this item is incorporated herein by
reference to pages 18 through 19 of the Company's 2000 Annual Report to
Shareholders which is attached as Exhibit (13) hereto.
Item 7a. Quantitative and Qualitative Disclosure About Market Risk.
- -------------------------------------------------------------------
The information required by this item is incorporated by reference to
page 19 of the Company's 2000 Annual Report to Shareholders which is
attached as Exhibit (13) hereto.
Item 8. Financial Statements and Supplementary Data.
- ----------------------------------------------------
The information required by this item is incorporated herein by
reference to pages 16 and 22 through 35 of the Company's 2000 Annual Report
to Shareholders which is attached as Exhibit (13) hereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- -----------------------------------------------------------------------
Not applicable.
8
PART III
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Item 10. Directors and Executive Officers of the Registrant.
- ------------------------------------------------------------
For information with respect to executive officers of the registrant,
see "Executive Officers of the Registrant" at the end of Part I of this
report.
The information required by this item regarding Directors is
incorporated by reference to pages 3 through 5 of the Company's Proxy
Statement dated May 12, 2000.
Item 11. Executive Compensation.
- --------------------------------
The information required by this item is incorporated herein by
reference to pages 7 through 11 of the Company's Proxy Statement dated May
12, 2000.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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The information required by this item is incorporated herein by
reference to pages 2 through 3 of the Company's Proxy Statement dated May
12, 2000.
Item 13. Certain Relationships and Related Transactions.
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The information required by this item is incorporated herein by
reference to page 9 of the Company's Proxy Statement dated May 12, 2000.
9
PART IV
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Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K.
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(a) 1. (a) 2. Financial Statements and Financial Statement Schedule.
See accompnaying index to financial statements and financial
statement schedule for a list of all financial statements and
the financial statement schedule filed as part of this report
(page S-1).
3. Exhibits
(i) Restated Articles of Incorporation as amended through June
23, 1983 with attached amendments dated June 20, 1985, July 31,
1985, and June 16, 1988 incorporated herein by reference to
Exhibit 5 to the Registrant's Form 10-K Annual Report for the
fiscal year ended February 28, 1993.
(ii) Bylaws of the Registrant as amended through October 15,
1997 incorporated herein by reference to Exhibit 3(ii) to the
Registrants Form 10-Q Quarterly Report for the quarter ended
November 30, 1997.
(13) Portions of 2000 Annual Report to Shareholders.
(21) Subsidiaries of Registrant.
(23) Independent Auditors' Consent.
(27) Financial Data Schedule (submitted for SEC use only).
(b) Reports on Form 8-K:
-------------------
None
10
UNDERTAKINGS WITH RESPECT TO REGISTRANT'S REGISTRATION
STATEMENT, FORM S-8, NUMBER 2-81124
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(1) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, forming a part of the referenced
registration statement, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented
by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered, to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
(2) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each employee to whom the prospectus is
sent or given a copy of the registrant's annual report to shareholders for
its last fiscal year, unless such employee otherwise has received a copy of
such report, in which case the registrant shall state in the prospectus
that it will promptly furnish, without charge, a copy of such report on
written request of the employee. If the last fiscal year of the registrant
has ended within 120 days prior to the use of the prospectus, the annual
report of the registrant for the preceding fiscal year may be so delivered,
but within such 120 day period the annual report for the last fiscal year
will be furnished to each such employee.
(3) The undersigned registrant hereby undertakes to transmit or cause
to be transmitted to all employees participating in the plan who do not
otherwise receive such material as shareholders of the registrant, at the
time and in the manner such material is sent to its shareholders, copies of
all reports, proxy statements and other communications distributed to its
shareholders generally.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) ENNIS BUSINESS FORMS, INC.
Date: May 26, 2000 BY: /s/ Keith S. Walters
-------------- ------------------------------------
Keith S. Walters, Chairman of the Board,
Chief Executive Officer and President
Date: May 26, 2000 BY: /s/ Robert M. Halowec
-------------- ------------------------------------
Robert M. Halowec
Vice President - Finance and Chief
Financial Officer
Date: May 26, 2000 BY: /s/ Harve Cathey
-------------- ------------------------------------
Harve Cathey
Secretary and Treasurer, Principal
Accounting Officer
Pursuant to the requirements of the Securiteis Exchnage Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: May 26, 2000 BY: /s/ Keith S. Walters
-------------- ------------------------------------
Keith S. Walters, Director
Date: May 26, 2000 BY: /s/ Harold W. Hartley
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Harold W. Hartley, Director
Date: May 26, 2000 BY: /s/ Robert L. Mitchell
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Robert L. Mitchell, Director
Date: May 26, 2000 BY: /s/ Thomas R. Price
-------------- ------------------------------------
Thomas R. Price, Director
Date: May 26, 2000 BY: /s/ Joe R. Bouldin
-------------- ------------------------------------
Joe R. Bouldin, Director
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
The following is a list of the financial statements and financial
statement schedules which are included in this Form 10-K or which are
incorporated herein by reference. The consolidated financial statements of
the Company included in the Company's 2000 Annual Report to Shareholders
are incorporated herein by reference in Item 8. With the exception of the
pages listed in this index and pages listed in Items 1, 7 and 8
incorporating certain portions of the Company's 2000 Annual Report to
Shareholders, such 2000 Annual Report to Shareholders is not deemed to be
filed as part of this Form 10-K.
2000
Annual
Form Report to
10-K Shareholders
---- ------------
Consolidated financial statements of the Company:
Independent auditors' report 16
Consolidated balance sheets - February 28 or 29, 2000
and 1999 24
Consolidated statements of earnings - years ended
February 28 or 29, 2000, 1999 and 1998 22
Consolidated statements of cash flows - years ended
February 28 or 29, 2000, 1999 and 1998 23
Notes to consolidated financial statements 25 - 35
Independent auditors' report on financial statement
schedule S-2
Financial Statement Schedule for three years ended
February 28 or 29, 2000, 1999 and 1998
II - Valuation and qualifying accounts S-3
All other schedules are omitted as the required information is
inapplicable or the information is presented in the financial statement or
related notes.
S-1
INDEPENDENT AUDITORS' REPORT ON
FINANCIAL STATEMENT SCHEDULE
-------------------------------
The Board of Directors and Shareholders
Ennis Business Forms, Inc.:
Under date of April 13, 2000, we reported on the consolidated balance
sheets of Ennis Business Forms, Inc. and subsidiaries as of February 29,
2000 and February 28, 1999, and the related consolidated statements of
earnings and cash flows for each of the years in the three-year period
ended February 29, 2000 which are included in the 2000 annual report to
shareholders. These financial statements and our report thereon are
incorporated by reference in the annual report on Form 10-K for the year
2000. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related consolidated financial
statement schedule as listed in the accompanying index to financial
statements and financial statement schedule on page S-1. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement
schedule based on our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.
KPMG LLP
Dallas, Texas
April 13, 2000
S-2
Schedule II
ENNIS BUSINESS FORMS, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three Years Ended February 29, 2000
(In thousands)
Additions
----------------
Charged
Balance at to Charged Balance
beginning oper- to other at end
Description of year ation accounts Deductions of year
Year ended February 29, 2000:
Allowance for doubtful
receivables $1,202 481 59 (1) 479 (2) 1,263
===== === == === =====
Year ended February 28, 1999:
Allowance for doubtful
receivables $1,006 542 96 (1) 442 (2) 1,202
===== === == === =====
Year ended February 28, 1998:
Allowance for doubtful
receivables $1,090 414 45 (1) 543 (2) 1,006
===== === == === =====
Notes:
(1) Principally collection of accounts previously charged off.
(2) Charge-off of uncollectible receivables.
S-3
CONTENTS
2 LETTER TO SHAREHOLDERS
6 LOOKING BACK. MOVING AHEAD.
8 FORMS SOLUTIONS GROUP
12 PROMOTIONAL SOLUTIONS GROUP
16 INDEPENDENT AUDITORS' REPORT
17 SELECTED FINANCIAL DATA
18 MANAGEMENT'S DISCUSSION AND ANALYSIS
20 TEN-YEAR FINANCIAL REVIEW
22 CONSOLIDATED FINANCIAL STATEMENTS
36 CORPORATE INFORMATION
FINANCIAL HIGHLIGHTS
Annual Summary
Fiscal Year Fiscal Year
Ended Ended Percentage
February 29, February 28, Increase
2000 1999 (Decrease)
Net sales $166,525,000 $150,922,000 10.3
Earnings before income taxes 24,041,000 22,558,000 6.6
Income taxes 8,918,000 8,448,000 5.6
Net earnings 15,123,000 14,110,000 7.2
Dividends 10,068,000 10,116,000 (0.5)
Per share of common stock:
Basic and diluted earnings .93 .87 6.9
Dividends .62 .62 -
Weighted average number of shares
of common stock outstanding 16,249,861 16,311,772 (0.4)
Page 1
To Our Shareholders:
We enter the millennium with a new Ennis. Based upon the successful
accomplishment of our stated goals for both internal and external growth,
Ennis is poised to begin the fiscal year with a new organizational structure.
The past year was significant in that we attained our goals for internal
growth while maintaining the highest profit margins in the industry. In
addition, the Company was privileged to reach supply agreements with several
large customers, and continued to significantly grow our base of small
printers and distributors. These successes will be important in maintaining
our volume of forms business in our existing facilities and reinforce our
ability to sustain internal growth going forward.
The past year established a record for external growth. We completed the
acquisitions of American Forms in San Antonio, Texas, and Adams McClure in
Denver, Colorado, in November 1999. American Forms is a producer of
traditional business forms. This acquisition solidifies the Company's
position in the Texas metropolitan markets. Adams McClure is a point-of-
purchase promotional enterprise that establishes the company in a new growth
platform. On February 21, 2000, we entered into an agreement to acquire all
of the outstanding stock of Northstar Computer Forms, Inc., a Minneapolis-
based corporation. Northstar is a leading manufacturer of products for the
financial and banking industry. It represents another product line for our
growing customer base. The acquisition of Northstar is expected to be
completed in June 2000. We believe the successful completion of these
acquisitions, along with the maintenance of our core traditional business
forms segment will establish the Company at a revenue run rate of $245
million on an annualized basis.
While the growth is exciting for Ennis, the expanded product offering that
these compnaies provide is the real opportunity. A brief introduction of
their product offering will be included in the following pages.
Page 2
A risk that is always part of every acquisition is the integration process.
An entrepreneurial business can lose its vision and culture if the process is
not accomplished with these considerations in mind. To minimize this risk,
we are changing the operating structure of our company to allow these
different cultures to flourish. The business will be split into three groups
for operating purposes. The groups will be the Forms Solutions Group (our
traditional products), Promotional Solutions Group (the Adams McClure
companies, and Ennis facilites with similar markets) and the Financial
Solutions Group (the former Northstar companies).
The integration process for the new groups is already in progress. We are
happy to report that the management teams of both Adams McClure and Northstar
have agreed to join our new company. The three groups bring a wide array of
products and services to our customer base. We have already found numerous
cross-selling opportunities between our respective customer bases. An
excellent example is our Safeguard Alliance announced in January 2000 with
the Forms Solutions Group. While it was intended to provide a broad offering
of traditional forms products to the Safeguard distributor base, our new
products from the Promotional Solutions Group and Financial Solutions Group
have also proven to be of substantial interest to Safeguard.
FISCAL 2000 RESULTS
- -------------------
As stated earlier, our goal of revenue growth and continued improved earnings
was achieved. The main components of the earnings improvement were a result
of the increased revenue streams as well as a concerted cost-reduction effort.
The cost-reduction efforts came as a result of favorable negotiations of
supplier contracts and the continuing focus on cost improvement programs.
Specifically, for the fiscal 2000 twelve-month period, the Company reported
net earnings of $15,123,000 or $.93 per diluted share, compared with net
earnings of $14,110,000 or $.87 per diluted share, for the fiscal 1999 year.
This is a 7.2% increase over last year. Net sales amounted to $166,525,000
as compared to $150,922,000 for the fiscal 1999 year. This is a 10.3%
increase over last year.
Page 3
FINANCIAL CONDITION
- -------------------
Our financial condition remains strong. At February 29, 2000, the ratio of
current assets to current liabilities was 4.1 to 1 with minimal long-term
debt.
INTERNET AND ELECTRONIC COMMERCE
- --------------------------------
Ennis has recognized the importance of the Internet and electronic commerce
in its future. We have several projects either completed recently, or in
progress. In the past year we enhanced our Internet Web site and added a
specific investor relations section. Early in fiscal year 2001 the Company
will launch a new business-to-business (B2B) Web site designed to accomodate
both its traditional small printer customer base and its large accounts. On
an ongoing basis the Company is currently engaged in both EDI and Internet
solutions for the purpose of conducting day to day business with several
large customers. From an internal standpoint, the Company has developed an
electronic communication system which facilitates the conduct of business on
a daily basis, and continues a major upgrade of its computer system
infrastructure to an Enterprise Resource Planning (ERP) system. Embracing
new technological solutions for doing business will continue to be an
important part of the Company's growth strategy.
THE FORMS INDUSTRY STATUS
- -------------------------
The business forms industry has experienced radical change which began in the
early 1990s. The well-documented change agents are internal system
integration, growing use of sheet-fed non-impact printers, the rapid
embracement of the Internet, Electronic Data Interchange (EDI), cheaper
electronic memory and other technology drivers. But there are also positive
technology drivers in the forms market. Pre-press automation and digital
files have proven to be a major cost saving initiative. Printing equipment
is also enjoying better application of electronics to the pressroom
environment. The greatest opportuinity may lie in expanding the Company's
product offering and customer base. The traditional Ennis customer is now
selling these expanded products along with the traditional forms.
Page 4
The previously discussed Ennis acquisitions are well positioned to take
advantage of this trend. A key goal for Ennis this past year was to listen
to our customers. We learned much about how our customers see their future.
Our customer base does not see forms disappearing in the near future, but
they do want additional products with a greater growth rate, and
technological solutions to help them serve their customers better. We feel
confident that our new offering will meet those needs.
DIVIDEND POLICY
- ---------------
The Company's dividend policy continues to be an important part of our
commitment to rewarding shareholders. The Company paid $.62 a share in
fiscal year 2000. We are proud of our 27 years of consecutive dividend
payments. At a time when the stock market has been bearish on Old Economy
industries, we feel that our dividend provides a safety net that very few
companies can provide. With excellent cash flow, the Board of Directors does
not anticipate a change in the Company's dividend policy.
FUTURE PLANS
- ------------
We see the coming year as one of managing opportunities. The growth which is
now in place must be integrated in a positive manner. The cross-selling
programs between our new operating groups will provide additional
opportunities. While acquisition candidates are still available for Ennis,
our Board and Management strategy is to first ensure we have a focused and
controlled integration of our recent acquisitions and capitalize on these
opportunities.
As always, we would like to thank our employees, customers and shareholders
for their continued support. Our commitment to increasing shareholder value
through profitable growth remains our top priority.
Keith S. Walters
Chairman, CEO and President
Page 5
Looking Back. Moving Ahead.
- ----------------------------
Like a phoenix, Ennis Business Forms, Inc. rose from the ashes of a small-
town newspaper fire in 1909. With the vision of just one man, the Company
started out with only three tangible assets - a single employee, a hand-
operated press and a kitchen table that doubled as an executive desk.
A RICH HISTORY
- --------------
Over the past ninety years Ennis has introduced a variety of printed
business and promotional products. Beginning with tags to serve the growing
needs of the cotton farming industry in North Cental Texas and later
introducing sales books. Ennis has moved through the last century with an
attitude of innovation and prosperity even during times of economic downturn
during the early 1930's.
In 1953 register and multi-part forms were introduced forming the basis of
printed forms for the future. With the sixties came coninuous forms, checks
and carbonless paper products. Hospital menus and imprinted products were
later introduced during the 1970's. From 1980 through 1990 Ennis advanced
considerably, adding business supplies and accessories, labels and software
compatible forms and checks, which complemented the growing popularity of the
personal computer.
The advancement of printing procedures during the 1990's grew by leaps and
bounds, making way for Ennis to produce advertising specialties, screen
printed products, presentation products, awards and ribbons, commerical
printing and Post-it Notes just to name a few.
In November 1999, Ennis acquired the Adams McClure companies. This
acquisition enabled Ennis to further diverify its broad product offering with
point of purchase displays, packaging, promotional banners and other complex
displays.
In its latest advance forward in February 2000, Ennis entered into an
agreement to acquire Northstar Compter Forms, Inc., a leading manufacturer of
products for the financial and banking industry.
Page 6
YESTERDAY, TODAY AND TOMORROW
- -----------------------------
From this amazing "ashes to riches" story, Ennis has emerged as one of the
largest private label manufacturers of printed business and promotional
products. Today, 24 manufacturing facilities in 12 states comprise the
complete product distribution network in the United States, offering
unmatched national coverage to complement its diverse product offering.
As a wholesale manufacturer, Ennis with assistance from an ever-growing
number of distributors is able to research, develop and manufacture products
to keep up with the demands of the changing market. Through quality
products, Ennis aids its distributor's position in the marketplace with a
reputation for dependability, quality products and exemplary service.
Combining Old World craftsmanship with the latest in technology, equipment,
efficiency and service is the foundation from which Ennis has gained its
reputation. The range of the Company's line of products is constantly
broadening - thanks to vigorous research efforts to improve products, and
anticipate the need for new applications.
With this broadening Ennis recently announced changes to the operating
structure with the formation of distinct groups to concentrate on the
Company's historical strengths, while moving toward more aggressively growing
markets.
Today, the business units of Paso Robles, CA; Moultrie, GA; DeWitt, IA, Fort
Scott, KS; Coshocton, OH; Portland, OR; Knoxville, TN; Ennis, TX; Houston,
TX; San Antonio, TX; Chatham, VA and Connolly Tool & Die comprise the Forms
Solutions Group.
The companies of Adams McClure and three other business units; Admore,
(presentation products); Louisville (multi-color printing and graphics); and
Wolfe City Tag & Label (flexographic printing, advertising specialties and
Post-it Notes) have formed into the Promotional Solutions Group.
Upon completion of the acquisition of Northstar Computer Forms, Inc., this
company will be known as Ennis' Financial Solutions Group. The operating
locations for this new group will include Brooklyn Park, MN; Nevada, IA;
Roseville, MN; Bridgewater, VA; Milwaukee, WI and Golden, CO.
The Company's dramatic rise to national prominence in this industry is a
meaningful story. It parallels in many ways the legend of those remarkable
giants of the last century; men of vision and determination who carved a
livelihood out of the wilderness and raw materials that become America.
Moving forward Ennis will continue to be historically grounded with it rich
history, while pursuing the aggressively growing markets of the future.
Page 7
Forms Solutions Group
- ---------------------
A store owner stands behind the counter and writes a receipt for one of his
customers using an autographic register. An accountant uses a typewriter to
complete hundreds of tax forms. The industrial revolution and the increase
in the U.S. population in the latter half of the nineteenth century spawned
the growth for business forms and the need for better business records.
From Ennis' early beginning in 1909 from printing tags to serve the growing
needs of the cotton farming industry to the addition of sales books and
software compatible forms, the Company has moved through the last century
with an attitude of innovation and prosperity. Today, across the country
over 48,000 distributors depend on Ennis to provide a complete line of
printed business products for the wholesale market.
Distributor demand for this broad range of products to support their evolving
customer needs has led to a natural transition into three distinct product
groups. The focus of these three groups is to provide added solutions for
current customers, while positioning Ennis for growth through unexplored
distribution channels. Ennis' traditional product segment, now known as the
Forms Solutions Group provides the stable financial base for future growth
opportunities in the new groups.
Effective in March 2000, twelve of Ennis' 24 manufacturing facilities
throughout the United States formulate Ennis' newly established Forms
Solutions Group. The unmatched geographic coverage of the group's
manufacturing facilities allows
Page 8
service to its national network of distributors through highly proficient,
regional customer sales centers. Diverse in its product line offering, the
group markets, manufactures and distributes a complete line of stock,
imprinted and customized printed business products.
OVERVIEW
- --------
Today, forms and other related printed business products are part of an $8
billion industry. The Forms Solutions Group as it is known today, actively
engages in marketing and sales initiatives to strengthen and grow its market
share. Although changes in computer related technologies are having an
effect on traditional printed business products, the same technology is also
creating the need for enhanced products and new channels of distribution.
CHANNELS OF DISTRIBUTION
- ------------------------
Operating under the solutions-based business model, partnerships with major
customer segments and strategic alliances with vendors have become an
important element in the growth of the Forms Solutions Group. Focusing on
partnerships with four of the primary customer segments (1) Direct
Manufacturers; (2) Professional Distributorships; (3) Independent Printers;
and (4) Franchises enables increased sales growth opportunities. In
addition, strategic alliances with key vendors allow Ennis and its customers
to capitalize on opportunities in competitive markets. A strong financial
base, vendor support, customer partnerships, strategic locations and diverse
products create a strong and secure market driven supply chain.
The Forms Solutions Group also recognizes the distinctly different markets
and entrepreneurial elements existing in the metropolitan, urban and rural
areas of the country. The needs of each of these customer segments are often
very unique, requiring solutions that are both creative and cost effective.
The group's pursuit of metropolitan markets is evident in the recent
acquisitions of Forms Manufacturing, Inc. in Houston, TX and American Forms,
Inc. in San Antonio, TX. Both companies were acquired to capitalize on the
opportunities within these metropolitan markets. Specific programs and
resources are tailored and focused in these areas to increase sales growth
and market share. In essence, it is the
Page 9
vision of the Forms Solutions Group to be the printed business products
industry leader by building relationships based on superior performance
through multiple distribution channels.
IMPROVEMENT STRATEGIES
- ----------------------
In a market driven supply chain, process improvement and cost reductions are
also key drivers for success. The Forms Solutions Group has added to its
team an engineering department, whose direction is aimed at process
improvement and cost reduction company-wide. These improvements and
reductions provide the ability to ensure market competitiveness and price
point advantage required by today's distributor. Internal planning,
production control data, and forecasting are also constantly updated to
monitor conditions, which might impact the overall cost of products.
In addition, the continued implementation of the Enterprise Resource Planning
(ERP) system over the next year at each of the 12 manufacturing locations
facilitates plans for distributor-focused initiatives. This system will
assist internally with production and sales information and provide account
management data for use with individual distributors.
This unique system allows the ability to closely monitor the buying habits of
distributors and provide reporting information to further increase market
share on a local, regional and national level. The capability to integrate
information on a nation-wide basis, from 12 manufacturing facilities enhances
the Forms Solutions Groups ability to target marketing, advertising and sales
initiatives on a one-to-one basis.
NEW MARKETING CHANNEL
- ---------------------
The technological and interactive approach of the group is most notably
recognized in its position to launch Ennis' Online Stores via ennis.com in
the very near term. The Online Stores will feature over 1,200 stock,
imprinted
Page 10
and fully customizable printed business products available for order via an
interactive programming environment. Business Forms & Supplies, personalized
Post-it Notes and Software Compatible Forms & Checks are among the first of
Ennis' product lines to be introduced into the online store environment on
the Internet.
As additional stores are launched, the group will be poised to capture the
growing popularity of the business-to-business (B2B) selling environment via
the Internet. Focusing resources toward the e-commerce arena allows the
group to provide and apply value-added assistance in online initiatives.
Online Stores allow electronic viewing of products, pricing and other related
information as well as provide order status and ease of reorders via the
Internet. These resources provide the means for transactional buying and
distribution efficiencies between the Ennis manufacturing location and the
distributor. The Internet and electronic commerce strategies formulated by
the Forms Solutions Group is intended to accommodate both its traditional
small printer accounts as well as its larger accounts. Moving forward the
group will continue to monitor and embrace new technological solutions as it
relates to ease of doing business in the changing marketplace.
The Forms Solutions Group has emerged as one of the largest wholesale
manufacturers of a complete line of products. With the assistance of an ever-
growing number of distributors, the group is well positioned to provide a
solid financial foundation as the Company moves into the 21st century. Long
known for its high standard of quality and commitment to customer
satisfaction, the Forms Solutions Group will stand as the solid foundation
for Ennis as it supports the aggressively growing Promotional and Financial
Solutions Group.
While the use of autographic register machines for writing receipts in the
early 1930's is no longer widely used, other forms of printed business
products are still necessary. Innovation and changes in process and products
have and will continue in the future. The Forms Solutions Group is committed
to provide these needed solutions.
Page 11
Promotional Solutions Group
- ---------------------------
An intricately carved wooden Indian stands just inside the enterance to the
cigar store. A well-dressed young man parades down Fifth Avenue wearing a
sandwich board advertising a sale at the local department store. And a
mercury thermometer, mounted on a yard-wide, stamped-metal replica of a Pepsi
Cola bottle cap, hangs next to the screen door of the rural general store.
Throughout America's mercantile history, manufacturers and retailers have
made use of an ever-increasing variety of merchandising tools to draw a
growing number of buyers to their products and services.
Today, using a diversity of materials and complex processes, merchandisers
fill stores, storefronts, sidewalks and shopping malls with an incredible
array of colorful promotional materials. They spend more than $8 billion a
year on consumer and business promotional solutions...and the market is
growing by almost 22% annually.
But as the number of brand-name products and the outlets that sell them
multiplies, so does the complexity of the promotional solutions needed to
sell those products.
Adams McClure was formed in 1994 to assist merchandisers with the creation,
production and implementation of complex promotional programs. As companies
(and their advertising agencies) struggled with managing the challenge of
providing creative services, structural design expertise, production
supervision, acquisition of raw materials, multiple printing options,
finishing, assembly and
Page 12
fulfillment services, Adams McClure grew into a group of companies that could
manage it all.
The affiliation of Adams McClure with Apex Die & Box Co., Magicolor Grahics
2000, Advertising Display Co. and National Repack Distribution Services
created an entity that could offer a merchandiser assistance with every step
of the promotion process from design of product packaging to store delivery
of a promotional banner. The Adams McClure companies simplified problems
faced by marketers who had previously relied on multiple vendors: consistency
of imaging when using differnt printing methods, technical expertise in a
diversity of production methods and coordination of ever-tightening
production schedules.
"On time, every time," became the Adams McClure service promise to The
Integer Group, a major promotional advertising agency that was seeking a
solution for one of its accounts in 1996.
Materials crated by The Integer Group were assembled and shipped monthly in
5500 promotional kits to 7-Eleven convenience stores and offices nationwide.
Each kit contained as many as 200 different merchandising items, and 70% of
the kits were unique and different from one another. The Integer Group saw
that 7-Eleven was plagued by delivery delays and an error rate that at times
approached 10%.
ADAMS MCCLURE PROVIDED AN "ON-TIME, EVERY TIME" SOLUTION.
- ---------------------------------------------------------
The Adams McClure soltuion consisted of reengineering the structural design
of the kit itself to prevent damage and speed delivery; organizing the
assembly process to assure total quality control; and, eventually, producing
all the promotional elements in-house to guarantee consistency and on-time
delivery.
Today, the average error rate on fulfillment is less than 1%, and in four
years managing the project Adams McClure has never missed an Integer Group/
7-Eleven deadline. Revenue from this single account has grown more than 14
times its initial level.
Page 13
The same full-service, integrated-capabilities approach that Adams McClure
demonstrated to 7-Eleven and The Integer Group established its credibility
with other companies and their advertising agencies. Coors Brewing Company,
BP-Amoco Oil Company, Burger King Corporation, Delphi Automotive Systems,
Walt Disney Company, Dr Pepper/7-Up, Inc., General Motors Corporation, Labatt
U.S.A., Marriott International, Inc., Pepsi-Cola Company and Sonic Industries
found they could count on Adams McClure for their promotional and
presentation requirements.
Adams McClure revenues continued to grow, and in the first five years the
companies enjoyed an average external revenue growth rate of 35%.
Ennis Business Forms, Inc., acquired the Adams McClure companies in November,
1999. Today, the companies have joined with three other Ennis business
units: Admore (presentation products); Louisville (multi-color printing and
graphics); and Wolfe City Tag & Label (flexographic printing, advertising
specialties and Post-it Notes) to form the Promotional Solutions Group.
Together, the elements of this group (a.) possess more than 250 years of
industry intelligence in the production of promotional materials; (b.) are
equipped with state-of-the-art equipment and the technical knowledge to use
it; (c.) have earned credibility and respect in the marketplace; and (d.)
enjoy the financial resources necessary to exploit growth opportunities.
In the near future, the Promotional Solutions Group will use the same full-
service, integrated-capabilities approach in order to increase its share of
the $8 billion business and consumer promotions market. We will be the
industry's premier single-source specialist in the design, production and
distribution of printed and electronic promotional media.
The group will continue to exhibit its design-to-distribution promotion
management system to major manufacturers, retailers and their advertising
agencies, adding to its blue-chip customer base. The added capabilities of
the group will provide continuing growth within the existing Adams McClure
customer base.
A marketing effort aimed at Admore's unique customer base of 20,000
advertising agencies, graphic design firms and promotion companies provides
the opportunity
Page 14
to expand sales of such promotional products as folding cartons, banners,
static clings, translights, hospitality products, posters and more. The
group plans to add at least one major Adams McClure product to the Admore
line each quarter.
The Promotional Solutions Group has begun test-marketing unique products,
product groups and services to major Ennis distributors and other distributor
groups. The Promotional Solutions Group will continue testing to determine
the most effective way to channel selected Adams McClure products and
services to traditional Ennis resellers.
The Internet is a key element of twenty-first century merchandising, and the
Promotional Solutions Group will continue to meet and expand upon customer
demand for online ordering and promotional services. Wolfe City Tag & Label
and Louisville have developed and continue to develop online sales of custom
Post-it Notes, labels, four-color business cards, postcards and other four-
color process printing. (During the last 12 months, the two business units
have seen their online order count increase from 50 to 1700 daily.) Equipped
with electronic pre-press equipment, digital direct-to-plate, digital
printing presses, automated order entry systems, and automated billing, the
Promotional Solutions Group is poised for additional growth in this rapidly-
expanding business segment.
It's unlikely that any customer this year will ask the group to carve a
wooden cigar store Indian or to construct walk-around sandwich boards. But
it's a certainty that the promotional solutions created and sold by this
group of companies will be every bit as innovative and effective as those
two items were in their day.
Page 15
INDEPENDENT AUDITORS' REPORT
- ----------------------------
The Board of Directors and Shareholders
Ennis Business Forms, Inc.:
We have audited the accompanying consolidated balance sheets of Ennis
Business Forms, Inc. and subsidiaries as of February 29, 2000 and February
28, 1999, and the related consolidated statements of earnings and cash flows
for each of the years in the three-year period ended Februry 29, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Ennis
Business Forms, Inc. and subsidiaries as of February 29, 2000 and February
28, 1999, and the results of their operations and their cash flows for each
of the years in the three-year period ended February 29, 2000, in conformity
with accounting principles generally accepted in the United States of
America.
KPMG LLP
Dallas, Texas
April 13, 2000
Page 16
SELECTED FINANCIAL DATA
- -----------------------
Years ended February 28 or 29 2000 1999 1998 1997 1996
(In thousands, except per share amounts)
Net sales $166,525 $150,922 $154,348 $153,726 $142,134
Net earnings 15,123 14,110 10,208 13,493 18,617
Net earnings per basic and diluted
share of common stock 0.93 0.87 0.62 0.82 1.13
Total assets 102,934 94,335 94,474 94,957 93,662
Long-term debt 462 7 206 195 280
Cash dividends per share
of common stock .620 .620 .620 .615 .595
Page 17
MANAGEMENT'S DISCUSSION AND ANALYSIS
- ------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company has maintained a strong financial position with working
capital at February 29, 2000 of $32,780,000, a decrease of 26.0% from the
beginning of the year, and a current ratio of 4.1 to 1. The decrease is
due to the $17,319,000 cash requirement for the acquisitions of Adams
McClure L.P. and American Forms, Inc. The Company has $2,037,000 in cash
and equivalents, $1,438,000 in short term investments, $7,565,000 in long
term investments and $462,000 in long-term debt, less current installments.
The Company's anticipated $42,000,000 acquisition of Northstar Computer
Forms, Inc. is expected to be financed with long-term debt. The Company
expects to generate sufficient cash flow to more than cover its operating
and other capital requirements for the foreseeable future.
ACCOUNTING STANDARDS
- --------------------
Statement of Financial Accounting Standards ("SFAS") No. 133,
Accounting for Derivative Instruments and Hedging Activities, was issued in
June 1998. This statement establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. The provisions of
SFAS No. 133 are effective for financial statements for fiscal years
beginning after June 15, 2000, although early adoption is allowed. The
adoption of SFAS No. 133 is not expected to have a material effect on the
Company's financial position or results of operations.
RESULTS OF OPERATIONS
2000 AS COMPARED TO 1999
- ------------------------
Net sales in 2000 increased 10.3% from 1999. The increase was
attributable to revenue from the Company's newly acquired businesses and
increases from the Company's business forms product segment.
Our newly acquired platform of Adams McClure, now part of our Promotional
Solutions Group effective March 1, 2000, accounted for 5.4% of the
increase. Our newly acquired businesses in the business forms product
segment, now the Forms Solutions Group accounted for 3.8%. The Company
continues to believe there are growth opportunities in many of its product
lines. The gross profit margin decreased from 32.8% in fiscal 1999 to
31.7% in fiscal 2000. The following items contributed to the decrease in
profit margins: increased labor costs in the business forms product
segment, the effect of the acquisition of Adams McClure, as this business
has lower profit margins than the business forms product segment, and to
adverse operating results from the Tool & Die segment in the first quarter.
A reduction of inventory quantities during the fiscal year (see Note 3 to
the consolidated financial statements) resulted in a LIFO inventory
decrement of $1,222,000 which had a positive impact on gross margins.
Selling, general and administrative expenses increased 9.8% during fiscal
2000 as compared to 1999. The increase was attributable to the acquisition
of the Houston, Texas business forms operating unit in November 1998, the
acquisitions of American Forms, Inc. and Adams McClure in November 1999 and
to a pre-tax charge of $611,000 (included in selling, general and
administrative expenses) resulting from the impairment of intangible assets
relating to the Company's InstaColor product line which occurred in the
second fiscal quarter of 2000. Investment and other income increased in
2000 primarily as the result of a pre-tax gain of $1,182,000 from the sale
of rental property in Boulder City, Nevada. Earnings per basic and diluted
share trended in the same manner as net earnings. The Company's effective
Federal and state income tax rate for 2000 was 37.1%, as compared to 1999's
effective rate of 37.5%. The primary reason for the decrease is due to the
recognition of tax benefits related to the charitable contribution of one
of the Company's office buildings.
Page 18
1999 AS COMPARED TO 1998
- ------------------------
Net sales in 1999 decreased 2.2% from 1998. Excluding the net sales
of operations which were sold in 1998, net sales increased slightly. The
increase was primarily the result of revenues contributed by FMI, Inc., the
Houston, Texas based business forms operation purchased in November 1998.
As a result of achieving some success in its strategy to grow through
partnering arrangements (described in the Revenue Growth section below),
volume in traditional forms product categories increased in 1999. The
Company's pricing strategy for 1999 was to maintain or decrease selling
prices in order to remain competitive in the ever increasing consolidation
of the business forms market. This goal served to minimize overall revenue
growth; however, since the Company was able to increase unit volume while
improving margins, the Company's belief is the goal of this strategy was
met. Gross margins improved 3% in 1999 over 1998, primarily a result of
decreases in raw material prices during the year. Selling, general and
administrative expenses decreased 9.8% from 1998 to 1999 as a result of the
elimination of the Company's field selling function in June 1998, and the
sale of Heath Printer, Inc. in 1998, partially offset by the acquisition of
FMI, Inc. Investment income increased in 1999 due to the availability of a
larger amount of funds available for investment during the year. Earnings
per basic and diluted common share trended in the same manner as net
earnings. The Company's effective Federal and state income tax rate for
1999 was 37.5%, as compared to 1998's effective rate of 35.4%. The primary
reason for the increase is due to the recognition in 1998 of $168,000 of
tax benefits associated with foreign net operating losses.
REVENUE GROWTH
- --------------
The Company continues to be confident of its strategy to achieve
revenue growth through acquisitions and partnering arrangements with trade
distributors and manufacturers. The Company continues its partnering
contracts with various customers and has added new agreements with two
major customers. As noted above, the Company's acquisition strategy has
returned favorable revenue growth with its acquisitions of Adams McClure,
American Forms, Inc., and our Houston, Texas business forms operating unit.
On February 21, 2000, the Company entered into an agreement to acquire
Northstar Computer Forms, Inc. The Company expects to complete the
acquisition in June 2000. The Company believes the successful completion
of this acquisition along with the maintenance of our core traditional
forms segment will establish the Company at a revenue run rate of
$245,000,000 on an annualized basis.
YEAR 2000 ISSUES
- ----------------
The Year 2000 began without any major disruptions in the Company's
operations, and the Company does not expect any material disruptions as a
result of any controllable factors relating to the Year 2000.
MARKET RISK
- -----------
The Company does not have significant market risk exposure since it
does not have any outstanding variable rate debt or derivative financial
and commodity instruments as of February 29, 2000.
Management's letter to shareholders, operations overview and
discussion and analysis of results of operations contain forward-looking
statements that reflect the Company's current view with respect to future
revenues and earnings. These statements are subject to numerous
uncertainties, including (but not limited to) the rate at which the
traditional business forms market is contracting, the application of
technology to the production of business forms, demand for the Company's
products in the context of the contracting market for traditional forms
products, variability in the prices of paper and other raw materials, and
competitive conditions associated with the Company's products. Because of
such uncertainties, readers are cautioned not to place undue reliance on
such forward-looking statements which speak only as of April 13, 2000.
Page 19
TEN-YEAR FINANCIAL REVIEW
- -------------------------
(In thousands, except per share and per dollar of sales amounts)
<TABLE>
Fiscal Years 2000 1999 1998 1997 1996 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales from
continuing operations $166,525 $150,922 $154,345 $153,726 $142,134 $140,097 $132,945 $129,279 $131,810 $120,159
Earnings from continuing
operations before income
taxes 24,041 22,558 15,805 21,485 30,104 32,041 31,039 32,276 32,303 32,225
Federal and state income
taxes 8,918 8,448 5,597 7,992 11,487 12,025 11,582 11,584 11,536 11,489
Earnings from continuing
operations 15,123 14,110 10,208 13,493 18,617 20,016 19,457 21,252 21,216 21,100
Per dollar of sales .091 .093 .066 .088 .131 .143 .146 .160 .158 .173
Basic and diluted per
common share .93 .87 .62 .82 1.13 1.22 1.16 1.18 1.14 1.10
Net earnings 15,123 14,110 10,208 13,493 18,617 20,016 19,457 21,252 21,216 21,100
Basic and diluted per
common share .93 .87 .62 .82 1.13 1.22 1.16 1.21 1.16 1.12
Dividends 10,068 10,116 10,191 10,110 9,782 9,453 9,270 9,400 9,310 8,810
Per share .62 .62 .62 .615 .595 .575 .555 .535 .51 .47
Shareholders' equity 88,267 83,499 81,672 81,586 78,195 69,338 58,897 60,565 66,485 55,830
Per share 5.44 5.12 4.97 4.96 4.76 4.22 3.52 3.52 3.65 3.05
Current assets 43,305 52,676 53,660 52,627 67,544 59,265 48,519 48,928 51,035 50,927
Current liabilities 10,525 8,367 10,396 10,307 13,054 12,976 12,548 12,087 9,631 10,203
Net working capital 32,780 44,309 43,264 42,320 54,490 46,289 35,971 36,841 41,404 40,724
Ratio of current asset
to current liabilities 4.1:1 6.3:1 5.2:1 5.1:1 5.2:1 4.6:1 3.9:1 4.0:1 5.3:1 5.0:1
Depreciation of plant
and equipment 5,394 4,941 5,634 4,475 3,553 3,499 3,805 4,086 4,368 3,694
Additions to plant
and equipement 2,988 3,663 9,576 13,575 6,106 4,010 2,215 1,315 2,484 3,684
</TABLE>
Pages 20 & 21
CONSOLIDATED STATEMENTS OF EARNINGS
- -----------------------------------
(In thousands, except per share amounts)
For the years ended February 28 or 29 2000 1999 1998
Net sales $166,525 $150,922 $154,348
Costs and expenses:
Cost of sales 113,740 101,383 105,337
Selling, general and
administrative expenses 30,856 28,104 31,162
Loss on disposal of Heath Printers, Inc. -- -- 3,000
------- ------- -------
144,596 129,487 139,499
------- ------- -------
Earnings from operations 21,929 21,435 14,849
Other income (expense):
Investment income 1,150 1,376 1,048
Interest expense (40) (57) (60)
Other, principally gain on sale of assets
in 2000 1,002 (196) (32)
------- ------- -------
2,112 1,123 956
------- ------- -------
Earnings before income taxes 24,041 22,558 15,805
Provision for income taxes 8,918 8,448 5,597
------- ------- -------
Net earnings $ 15,123 $ 14,110 $ 10,208
======= ======= =======
Net earnings per basic and diluted
share of common stock $ .93 $ .87 $ .62
======= ======= =======
Weighted average number of
common shares outstanding 16,249,861 16,311,772 16,437,982
See accompanying notes to consolidated financial statements.
Page 22
CONSOLIDATED STATEMENTS OF CASH FLOWS
- ------------------------------------
(In thousands)
For the years ended February 28 or 29 2000 1999 1998
Cash flows from operating activities:
Net earnings $ 15,123 $ 14,110 $ 10,208
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 5,874 5,352 6,173
Loss on impairment of long-lived assets 611 -- --
(Gain) loss on the sale of equipment (1,234) 30 325
Deferred income taxes 1,721 727 (872)
Pension plan expense (181) (864) (548)
Loss on disposal of Heath Printers, Inc. -- -- 3,000
Other 97 13 230
Changes in operating assets and liabilities:
Receivables (4,620) 184 320
Inventories 573 (247) 2,329
Other current assets
(net of deferred taxes) 574 (304) 552
Accounts payable and accrued expenses 1,935 (1,847) (140)
Federal and state income taxes (396) (51) 137
------- ------- -------
Net cash provided by
operating activities 20,077 17,103 21,714
------- ------- -------
Cash flows from investing activities:
Capital expenditures (2,988) (3,663) (9,576)
Purchase of operating assets (17,319) (2,302) --
Proceeds from disposal of property 1,971 468 21
Purchase of investment securities (9,003) -- --
Proceeds from sale of Heath Printers, Inc. -- -- 2,128
------- ------- -------
Net cash used in
investing activities (27,339) (5,497) (7.427)
------- ------- -------
Cash flows from financing activities:
Dividends (10,068) (10,116) (10,191)
Purchase of treasury stock (1,537) (3,300) (7)
Other 213 (199) 117
------- ------- -------
Net cash used in
financing activities (11,392) (13,615) (10,081)
------- ------- -------
Net change in cash and cash equivalents (18,654) (2,009) 4,206
Cash and cash equivalents at beginning of year 20,691 22,700 18,494
------- ------- -------
Cash and cash equivalents at end of year $ 2,037 $ 20,691 $ 22,700
======= ======= =======
See accompanying notes to consolidated financial statements.
Page 23
CONSOLIDATED BALANCE SHEETS
- ---------------------------
(In thousands, except share and per share amounts)
As of February 28 or 29 2000 1999
Assets
- ------
Current assets:
Cash and cash equivalents $ 2,037 $ 20,691
Investment securities 1,438 --
Receivables, principally trade, less allowance
for doubtful receivables of $1,263 in 2000 and
$1.202 in 1999 26,015 18,720
Inventories, at lower of cost (principally
last-in, first-out) or market 9,890 8,533
Unbilled contract revenues 2,058 3,367
Other current assets 1,867 1,365
------- -------
Total current assets 43,305 52,676
------- -------
Investment securities 7,565 --
Property, plant and equipment, at cost:
Plant machinery and equipment 75,326 65,389
Land and buildings 17,811 17,926
Other 11,192 8,870
------- -------
104,329 92,185
Less accumulated depreciation 62,601 58,274
------- -------
Net property, plant and equipment 41,728 33,911
------- -------
Cost of purchased businesses in excess of
amounts allocated to net identifiable assets, net 8,680 5,731
Other assets and deferred charges 1,656 2,017
------- -------
$102,934 $ 94,335
======= =======
Liabilities and Shareholders' Equity
- ------------------------------------
Current liabilities:
Current installments of long-term debt $ 302 $ 199
Accounts payable 5,380 4,107
Accrued expenses:
Employee compensation and benefits 3,862 3,336
Taxes other than income 762 526
Other 219 113
Federal and state income taxes payable -- 86
------- -------
Total current liabilities 10,525 8,367
------- -------
Long-term debt, less current installments 462 7
Deferred credits, principally Federal income taxes 3,680 2,462
Shareholders' equity:
Serica A junior participating preferred stock of
$10 par value. Authorized 1,000,000 shares;
none issued -- --
Common stock of $2.50 par value. Authorized
40,000,000 shares; issued 21,249,860 shares 53,125 53,125
Additional paid in capital 1,040 1,040
Retained earnings 125,980 122,307
------- -------
180,145 176,472
Less cost of 5,058,048 shares in 2000 and
4,996,397 shares in 1999 of common stock
in treasury 91,878 92,973
------- -------
Total shareholders' equity 88,267 83,499
------- -------
$102,934 $ 94,335
======= =======
See accompanying notes to consolidated financial statements.
Page 24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND GENERAL MATTERS
- ------------------------------------------------------------
Basis of Consolidation. The consolidated financial statements include the
accounts of the Company and its majority owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated.
Cash and Cash Equivalents. The Company invests cash in excess of daily
operating requirements in income producing investments. Such amounts, at
February 28 or 29, 2000 and 1999, were $1,874,000 and $22,116,000,
respectively. All such investments (consisting of Eurodollar deposits of
U.S. banks) have an original maturity of 90 days or less and are considered
to be cash equivalents. Such investments exceed total cash and cash
equivalents at February 28, 1999 due to outstanding checks issued in the
normal course of business.
Investment Securities. Investment securities at February 29, 2000 consist
of U.S. Treasury Notes. The Company has the ability and intent to hold
these securities until maturity; therefore, they are classified as held-to-
maturity and are reflected at amortized cost in the accompanying
consolidated financial statements.
Property, Plant and Equipment. Depreciation of property, plant and
equipment is provided by the straight-line method at rates presently
considered adequate to amortize the total cost over the useful lives of the
assets, which range from 3 to 11 years for plant machinery and equipment
and 10 to 33 years for buildings and improvements. Repairs and maintenance
are expensed as incurred. Renewals and betterments are capitalized and
depreciated over the remaining life of the specific property unit. The
Company capitalizes all significant leases which are in substance
acquisitions of property.
Intangible Assets. The excess of cost over amounts assigned to net
identifiable assets of purchased subsidiaries is amortized on the straight-
line basis over periods from 15 to 40 years. Other acquired intangibles
are principally non-compete agreements and are being amortized on the
straight line basis over 5 years. At February 28 or 29, 2000 and 1999,
accumulated amortization of intangible assets amounted to $1,802,000 and
$1,651,000, respectively.
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of.
Long-lived assets and certain identifiable intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying
amount of an asset to future net cash flows expected to be generated by the
asset. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the
assets exceeds the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less costs to
sell. In the second quarter of the fiscal year ended February 29, 2000,
the Company charged to expense $611,000 resulting from the impairment of
intangible assets relating to the Company's InstaColor product line. In
the third quarter of the fiscal year ended February 28, 1998, the Company
charged to expense $3,000,000 of tangible and intangible assets to be
disposed of. The residual value of the assets held for disposal
approximated the amount realized upon the actual sale of the assets in the
fourth quarter of fiscal 1998.
Fair Value. The carrying amount of cash and cash equivalents, receivables
and accounts payable approximates fair value because of the short maturity
of these instruments. See also Note 2.
Revenue Recognition. Revenue is recognized upon shipment of all printed
products. Revenue from fixed contracts for the design and construction
Page 25
of tools, dies and special machinery is recognized using the percentage of
completion method of accounting.
Advertising Expenses. The Company expenses advertising costs as incurred.
Catalog and brochure preparation and printing costs, which are considered
direct response advertising, are amortized to expense over the life of the
catalog which typically ranges from three to twelve months. Advertising
expense was approximately $2,014,000, $2,310,000, and $2,741,000 during the
years ended February 28 or 29, 2000, 1999, and 1998, respectively.
Included in advertising expense is amortization related to direct response
advertising of $976,000, $1,169,000 and $1,202,000 for the years ended
February 28 or 29, 2000, 1999, and 1998, respectively. Unamortized direct
response advertising costs included in other current assets at February 28
or 29, 2000 and 1999 were $590,000 and $533,000, respectively.
Income Taxes. Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carry forwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
Credit Risk. The Company's financial instruments which are exposed to
credit risk consist of its trade receivables and investment securities.
The trade receivables are geographically dispersed primarily within the
continental United States and the investment securities are generally
restricted to investment grade commercial paper, Eurodollar deposits of
U.S. banks, and U.S. Government obligations.
Nature of Operations. The Company is principally in the business of
manufacturing and selling business forms and other printed business
products to customers primarily located in the United States. The
Company's Mexico operations were not material to consolidated earnings or
financial position for the periods presented.
Earnings Per Share. Basic earnings per share is computed by dividing
earnings available for common shareholders by the weighted average number
of shares outstanding during the period. Diluted earnings per share is
computed by dividing earnings available for common shareholders by the
weighted average number of shares outstanding plus the number of additional
shares that would have been outstanding if potentially dilutive securities
had been issued. At February 28 or 29, 2000, 1999 and 1998, 611,750;
499,962 and 295,837 options were not included in the diluted earnings per
share computation because their inclusion would be antidilutive. There is
no difference in the denominator used for basic and diluted earnings per
share for all periods presented.
Comprehensive Income. Comprehensive income is materially the same as net
earnings for all periods presented.
Foreign Currency Translation Adjustments. Financial position and results
of operations of the Company's foreign, 70% owned subsidiary were measured
using the local currency as the functional currency. Assets and
liabilities of this operation were translated at the exchange rates in
effect at the balance sheet dates. Income statement accounts were
translated at the average exchange rates prevailing during the year.
During the year ended February 28, 1998, the Company decided to dispose of
its interest in its foreign subsidiary; therefore, the cumulative
translation adjustments were reflected in net earnings for
Page 26
that year. Gains and losses that result from foreign currency transactions
are included in earnings. Such amounts were not material in any of the years
presented.
Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from
these estimates.
NOTE 2 - INVESTMENT SECURITIES
- ------------------------------
Amortized cost and estimated fair value of investment securities
classified as held-to-maturity were as follows at February 29, 2000 (in
thousands):
GROSS
UNREALIZED
AMORTIZED HOLDING ESTIMATED
COST LOSSES FAIR VALUE
Investment securities:
Due in less than one year $1,438 $ 7 $1,431
Due in one to two years 7,565 75 7,490
----- -- -----
Total investment securities $9,003 $82 $8,921
===== == =====
NOTE 3 - INVENTORIES
- --------------------
The Company values the raw material content of most of its business forms
inventories at the lower of last-in, first-out (LIFO) cost or market. At
February 28 or 29, 2000 and 1999, approximately 81% and 71%, respectively,
of business forms inventories are valued at LIFO with the remainder of
inventories valued at the lower of first-in, first-out cost or market. The
following table summarizes the components of inventory at the different
stages of production (in thousands):
FEBRUARY 28 OR 29 2000 1999
Raw material $5,592 $4,734
Work-in-process 1,480 951
Finished goods 2,818 2,848
----- -----
$9,890 $8,533
===== =====
The excess of current costs over LIFO stated values was approximately
$4,033,000 and $5,093,000 at February 29, 2000 and February 28, 1999,
respectively.
During the year ended February 29, 2000, inventory quantities were
reduced. This reduction resulted in a liquidation of LIFO inventory
quantities carried at lower costs prevailing in prior years as compared
with the cost of fiscal year 2000 purchases, the effect of which decreased
cost of sales by approximately $1,222,000 and increased net earnings by
approximately $768,000 ($0.05 per share). There were no significant
liquidations of LIFO inventories during the years ended February 28, 1999
and 1998.
Page 27
NOTE 4 - SHAREHOLDERS' EQUITY
- -----------------------------
Following is a summary of transactions in shareholders' equity accounts for
the three years ended February 29, 2000 (in thousands, except share amounts):
<TABLE>
Accumulated
Common Stock Additional Other Treasury Stock
------------------- Paid-in Retained Comprehensive ---------------------
Shares Amount Capital Earnings Income Shares Amount
<S> <C> <C> <C> <C> <C> <C> <C>
Balance February 28, 1997 21,249,860 $53,125 $1,040 $119,318 $(76) (4,811,506) $(91,821)
Net earnings -- -- -- 10,208 -- -- --
Dividends declared
($.62 per share) -- -- -- (10,191) -- -- --
Foreign currency
translation adjustment -- -- -- -- 76 -- --
Treasury stock purchases -- -- -- -- -- (669) (7)
---------- ------ ----- ------- -- ---------- -------
Balance February 28, 1998 21,249,860 $53,125 $1,040 $119,335 -- (4,812,175) $(91,828)
Net earnings -- -- -- 14,110 -- -- --
Dividends declared
($.62 per share) -- -- -- (10,116) -- -- --
Treasury stock issued -- -- -- (1,022) -- 115,816 2,155
Treasury stock purchases -- -- -- -- -- (300,038) (3,300)
---------- ------ ----- ------- -- ---------- ------
Balance February 28, 1999 21,249,860 $53,125 $1,040 $122,307 -- (4,996,397) $(92,973)
Net earnings -- -- -- 15,123 -- -- --
Dividends declared
($.62 per share) -- -- -- (10,068) -- -- --
Treasury stock issued -- -- -- (1,382) -- 138,599 2,632
Treasury stock purchases -- -- -- -- -- (200,250) (1,537)
---------- ------ ----- ------- -- ---------- -------
Balance February 29, 2000 21,249,860 $53,125 $1,040 $125,980 -- (5,058,048) $(91,878)
</TABLE>
In fiscal 1999, the Company adopted a Shareholder Rights Plan, which provides
that the holders of the Company's common stock receive one preferred share
purchase right (a "Right") for each share of the Company's common stock they
own. Each Right entitles the holder to buy one one-thousandth of a share of
Series A Junior Participating Preferred Stock, par value $10.00 per share, at
a purchase price of $27.50 per one one-thousandth of a share, subject to
adjustment. The Rights are not currently exercisable, but would become
exercisable if certain events occurred relating to a person or group
acquiring or attempting to acquire 15% or more of the outstanding shares of
common stock of the Company. Under those circumstances, the holders of
Rights would be entitled to buy shares of the Company's common stock or stock
of an acquiror of the Company at a 50% discount. The Rights expire on
November 4, 2008, unless earlier redeemed by the Company.
Page 28
NOTE 5 - STOCK OPTIONS
- ----------------------
At February 29, 2000, the Company has two incentive stock option plans:
the 1998 Option and Restricted Stock Plan and the 1991 Incentive Stock Option
Plan. The Company has 1,060,000 shares of unissued common stock reserved under
the stock option plans for issuance to officers and directors, and supervisory
employees of the Company and its subsidiaries. The exercise price of each
option granted equals the quoted market price of the Company's common stock on
the date of grant, and an option's maximum term is ten years. Options may be
granted at different times during the year and vest over a five year period.
The per share weighted-average fair value of options granted during fiscal
years ended February 28 or 29, 2000, 1999, and 1998, was $0.73, $1.25, and
$1.68, respectively, on the date of grant using the Black Scholes option-
pricing model with the following weighted-average assumptions:
For the years ended February 28 or 29 2000 1999 1998
Expected dividend yield 8.90% 6.02% 5.98%
Stock price volatility 22.15% 22.14% 23.40%
Risk-free interest rate 5.25% 4.53% 5.70%
Expected option term 6 years 6 years 7 years
The Company applies Accounting Principles Board (APB) Opinion No. 25 and
related interpretations in accounting for its plans. Accordingly, no
compensation cost has been recognized for its incentive stock option plans.
Had compensation cost for the Company's incentive stock option plans been
determined consistent with Statement of Financial Accounting Standards (SFAS)
No. 123, the Company's net earnings and earnings per share would have been
reduced to the pro forma amounts indicated below (in thousands, except per
share amounts):
For the years ended February 28 or 29 2000 1999 1998
Net earnings:
As reported $15,123 $14,110 $10,208
Pro forma 15,006 14,062 10,169
Earnings per share:
As reported - basic and diluted .93 .87 .62
Pro forma - basic and diluted .92 .86 .62
Page 29
Following is a summary of transactions of incentive stock options during
the three fiscal years ended in 2000:
For the years ended February 28 or 29
WEIGHTED AVERAGE
NUMBER OF SHARES EXERCISE PRICE
Outstanding at February 28, 1997
(229,396 shares exercisable) 348,708 $13.33
Granted 42,500 10.80
Terminated (95,371) 10.32
------- -----
Outstanding at February 28, 1998
(154,522 shares exercisable) 295,837 13.75
Granted 239,750 10.12
Terminated (35,625) 13.10
------- -----
Outstanding at February 28, 1999
(170,774 shares exercisable) 499,962 12.17
Granted 185,000 8.69
Terminated (73,212) 14.98
------- -----
Outstanding at February 29, 2000
(132,375 shares exercisable) 611,750 $10.78
======= =====
The following table summarizes information about incentive stock options
outstanding at February 29, 2000:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------- ---------------------
WEIGHTED
AVERAGE
REMAINING WEIGHTED WEIGHTED
CONTRACTUAL AVERAGE AVERAGE
NUMBER LIFE EXERCISE NUMBER EXERCISE
EXERCISE PRICES OUTSTANDING (IN YEARS) PRICE EXERCISABLE PRICE
$ 8.68 to $10.31 427,500 8.9 $ 9.50 1,875 $10.31
11.06 to 12.00 98,750 6.5 11.15 45,000 11.14
13.81 to 15.63 40,000 3.8 13.86 40,000 13.86
19.25 45,500 1.8 19.25 45,500 19.25
- ---------------- ------- --- ----- ------- -----
$ 8.68 to 19.25 611,750 7.6 $10.78 132,375 $14.74
Page 30
NOTE 6 - INCOME TAXES
- ---------------------
The components of the provision for income taxes for fiscal years 2000,
1999 and 1998 are (in thousands):
2000 1999 1998
Current:
Federal $6,195 $6,785 $5,894
State and local 1,002 936 575
Deferred Federal 1,721 727 (872)
----- ----- -----
Total provision for income taxes $8,918 $8,448 $5,597
===== ===== =====
Total income taxes paid $7,609 $7,488 $5,218
===== ===== =====
The following summary reconciles the statutory U.S. Federal income tax
rate to the Company's effective tax rate:
2000 1999 1998
Statutory rate 35.0% 35.0% 35.0%
Provision for state income taxes,
net of Federal income tax benefit 2.7 2.7 2.4
Foreign net operating losses -- -- (0.8)
ESOP pass-through dividend deduction (0.5) (0.7) (1.1)
Other (0.1) 0.5 (0.1)
---- ---- ----
Effective tax rate 37.1% 37.5% 35.4%
==== ==== ====
The components of deferred income tax assets and liabilities are summarized
as follows (in thousands):
February 28 or 29 2000 1999
Current deferred asset:
Allowance for doubtful receivables $ 442 $ 416
Inventory valuation 356 544
Employee compensation and benefits 305 572
Other 97 181
----- ------
$1,200 $ 1,713
===== ======
Noncurrent deferred liability:
Depreciation $3,060 $ 2,355
Intangibles amortization and impairments (296) (1,133)
Prepaid pension cost 321 655
Other 332 332
----- ------
$3,417 $ 2,209
===== ======
Page 31
NOTE 7 - EMPLOYEE BENEFIT PLAN
- ------------------------------
The Company and certain subsidiaries have a noncontributory defined
benefit retirement plan covering substantially all of their employees.
Benefits are based on years of service and the employee's average compensation
for the highest five compensation years preceding retirement or termination.
The Company's funding policy is to contribute annually an amount in accordance
with the requirements of ERISA. The cost of the plan and balances of plan
assets and obligations are shown below:
Pension expense for fiscal years 2000, 1999 and 1998 included the following
components (in thousands):
2000 1999 1998
Service cost - beneifts earned during
the current period $ 1,478 $ 1,761 $ 1,734
Interest cost on projected benefit obligation 2,658 2,960 2,836
Expected return on plan assets (2,846) (3,005) (2,697)
Net amortization and deferral (348) (202) (152)
------ ------ ------
Net periodic pension cost $ 942 $ 1,514 $ 1,721
====== ====== ======
Assumptions used in accounting for the defined benefit plans for fiscal years
2000, 1999 and 1998 are as follows:
2000 1999 1998
Weighted average discount rate 7.75% 7.25% 7.25%
Earnings progression 4.50% 4.50% 4.50%
Expected long-term rate of return on plan
assets 9.25% 9.25% 9.25%
Assets and obligations for fiscal years 2000 and 1999 are as follows (in
thousands):
February 28 or 29 2000 1999
Projected benefit obligation
----------------------------
Beginning of year $39,366 $41,370
Service and interest cost 4,136 4,928
Actuarial (gain) (5,706) (2,146)
Benefits paid (5,921) (4,786)
------ ------
End of year 31,875 39,366
====== ======
Fair value of plan assets
-------------------------
Beginning of year $30,784 $32,225
Company contributions 1,123 2,378
Net gains 1,394 967
Benefits paid (5,921) (4,786)
------ ------
End of year 27,380 30,784
====== ======
Excess of projected benefit obligation over
plan assets (4,495) (8,582)
Unrecognized losses and prior service cost 7,111 11,709
Unrecognized net transition asset being recognized
over the average remaining service life (1,439) (2,131)
------ ------
Prepaid pension cost $ 1,177 $ 996
====== ======
Page 32
NOTE 8 - ACQUISITIONS AND DISPOSAL
- ----------------------------------
During the fiscal year ended February 28, 1998, the Company elected to
sell one of its two specialty printing companies. A $3,000,000 charge to
earnings before income taxes was recorded in the third quarter of fiscal
1998 to reflect the assets held for disposal at fair value. The assets
were subsequently sold in January 1998 for $2,128,000. The charge recorded
in the third quarter approximated the loss realized from the sale in the
fourth quarter.
During the third quarter of fiscal year ended February 28, 1999, the
Company purchased the assets and business of Forms Manufacturing, Inc., a
Houston based manufacturer of business forms, for an acquisition cost of
$3,435,000. Payment was made with $2,302,000 cash and 115,816 shares of
treasury stock valued at $1,133,000. The acquisition was accounted for by
the purchase method and the Company recognized the excess of amounts
allocated to net identifiable assets of $1,333,000, which is being
amortized over 15 years.
On November 4, 1999, the Company purchased the general and limited
partnership interests in Adams McClure, L.P. The $16,971,000 purchase
price for this transaction consisted of $1,250,000 in cash, $1,250,000 in
stock (138,599 shares of the Company's common stock) and assumption of
certain liabilities of Adams McClure, L.P. amounting to approximately
$14,471,000. The acquisition was accounted for by the purchase method and
the Company recognized the excess of amounts allocated to net identifiable
assets of $3,517,000 which is being amortized over a period of 15 years.
On November 15, 1999, the Company purchased the production equipment,
furniture and fixtures, name and operations of American Forms, Inc. In a
separate transaction, the Company purchased the land and building currently
occupied by American Forms, Inc. The $2,123,000 purchase price of these
transactions included a promissory note to pay $525,000 over the next three
years. The Company recognized the excess of amounts allocated to net
identifiable assets of $73,000 which is being amortized over a period of 15
years.
The accompanying consolidated financial statements include the operations
of Adams McClure, L.P. and American Forms, Inc. since their dates of
acquisition. The following table is prepared on a pro forma basis as
though both companies had been acquired as of March 1, 1998, after
including the estimated impact of adjustments such as amortization of
goodwill and depreciation, interest expense, interest income, and related
tax effects (in thousands, except per share amounts):
For the Years Ended February 28 or 29 2000 1999
Net sales $185,996 $179,701
Net earnings 15,425 13,319
Earnings per share - basic and diluted 0.94 0.81
The pro forma results are not necessarily indicative of what would have
occurred if the acquisitions had been in effect for the periods presented.
In addition, they are not intended to be a projection of future results and
do not reflect any synergies that might be achieved from combining the
operations.
On February 21, 2000, the Company entered into an agreement to acquire
Northstar Computer Forms, Inc. for approximately $42 million. The Company
expects to complete the acquisition in June 2000.
Page 33
NOTE 9 - SEGMENT INFORMATION
- ----------------------------
The Company is principally in the business of manufacturing and selling
business forms and other printed business products to customers primarily
located in the United States. The business forms and printed products
segment is comprised of fifteen manufacturing facilities which have been
aggregated as they have similar economic characteristics. Adams McClure is in
the business of design, production and distribution of printed and electronic
promotional media. The Tool & Die segment manufactures custom tools and dies.
The Company previously reported its Tool & Die segment and corporate and
financing activities on a combined basis in "other", as separate reporting for
the Tool & Die segment was not required. The current year's presentation
includes the Tool & Die segment as a separate segment and all prior year
disclosures herein conform to the current year presentation. Corporate
information is included to reconcile segment data to the consolidated
financial statements and includes assets and expenses related to the Company's
corporate headquarters and other non-operating selling and administrative
costs. The Company applies the same accounting measurements as described in
Note 1 for each of its segments. Segment data for fiscal years 2000, 1999 and
1998 were as follows (in thousands):
Business
Forms &
Printed Adams Tool & Consolidated
Products McClure Die Corporate Totals
Fiscal Year ended February 29, 2000:
Net sales $152,358 $8,723 $5,444 $ -- $166,525
Depreciation and amortization 4,793 297 213 571 5,874
Segment earnings (loss)
before income taxes 29,360 544 237 (6,100) 24,041
Segment assets 75,339 19,914 4,024 3,657 102,934
Capital expenditures 1,772 14 85 1,117 2,988
Fiscal Year ended February 28, 1999:
Net sales $144,964 -- $5,958 $ -- $150,922
Depreciation and amortization 4,534 -- 256 562 5,352
Segment earnings (loss)
before income taxes 28,165 -- 624 (6,231) 22,558
Segment assets 86,040 -- 5,425 2,870 94,335
Capital expenditures 3,147 -- 92 424 3,663
Fiscal Year ended February 28, 1998:
Net sales $148,324 -- $6,024 $ -- $154,348
Depreciation and amortization 5,318 -- 306 549 6,173
Segment earnings (loss)
before income taxes 20,009 -- 990 (5,194) 15,805
Segment assets 86,377 -- 5,215 2,882 94,474
Capital expenditures 9,036 -- 11 529 9,576
Page 34
NOTE 10 - QUARTERLY INFORMATION (UNAUDITED)
- -------------------------------------------
(In thousands, except per share amounts)
Quarter ended May August November February
Fiscal year ended February 29, 2000:
Net sales $39,663 $38,160 $41,173 $47,529
Gross margin 11,988 12,408 13,612 14,777
Net earnings 3,234 3,905 3,960 4,024
Dividends paid 2,519 2,520 2,519 2,510
Per share of common stock:
Basic and diluted net earnings .20 .24 .24 .25
Dividends .155 .155 .155 .155
Fiscal year ended February 28, 1999:
Net sales $36,334 $36,904 $38,800 $38,884
Gross margin 11,522 11,795 11,861 14,361
Net earnings 3,232 3,351 3,280 4,247
Dividends paid 2,548 2,548 2,501 2,519
Per share of common stock:
Basic and diluted net earnings .20 .20 .20 .27
Dividends .155 .155 .155 .155
Notes:
1. Year-end adjustments related to physical inventory counts and LIFO
valuation increased net earnings for the fourth quarter of fiscal 2000
by approximately $434,000 ($0.03 per share) as compared to an increase
in net earnings of approximately $1,914,000 ($0.12 per share) from
comparable adjustments in the fourth quarter of fiscal 1999.
2. The second quarter of fiscal 2000 includes a charge of $384,000 ($0.02
per share) resulting from the impairment of intangible assets relating
to the Company's InstaColor product line and a gain of $743,000 ($0.05
per share) from the sale of rental property in Boulder City, Nevada.
Page 35
"Post-it" is a registered trademark of 3M.
Exhibit (21)
Subsidiaries of the Registrant
The registrant directly or indirectly owns 100 percent of the
outstanding voting securities of the following subsidiary companies.
Name of Company Jurisdiction
Ennis Business Forms of Kansas, Inc. Kansas
Connolly Tool and Machine Company Delaware
Admore, Inc. Texas
PFC Products, Inc. * Delaware
Ennis Acquisitions, Inc. Nevada
Texas EBF, LP Texas
Ennis Sales, LP Texas
Ennis Management, LP Texas
Adams McClure, LP Texas
American Forms I, LP Texas
* A wholly-owned subsidiary of Admore, Inc.
(Exhibit 23)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ennis Business Forms, Inc.
We consent to the inclusion in the registration statement (No. 2-81124) on
Form S-8 of Ennis Business Forms, Inc. of our reports dated April 13, 2000,
relating to the consolidated balance sheets of Ennis Business Forms, Inc. and
subsidiaries as of February 29, 2000 and February 28, 1999 and the related
consolidated statements of earnings and cash flows and related financial
statement schedule for each of the years in the three-year period ended
February 29, 2000, which reports appear in or are incorporated by reference
in the 2000 annual report on Form 10-K of Ennis Business Forms, Inc.
KPMG LLP
Dallas, Texas
May 26, 2000
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> FEB-29-2000
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0
0
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