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
orFor the fiscal year ended February 28, 2003
---------------------29, 2004
-------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------- ----------------- ---------
Commission file number 1-5807
----------------------------
ENNIS BUSINESS FORMS, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 75-0256410
- ------------------------------- ---------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer
Identification No.)
incorporation or organization) Identification No.)
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 15, 2003 on which registered
------------------- ---------------- ----------------------- ------------------------- ------------------------------
Common Stock,
par value $2.50 per share 16,332,973 New York Stock 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]
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).
Yes X No
---- ----
The number of shares of the registrant's Common Stock, par value
$2.50, outstanding at April 15, 2004 was 16,393,157.
The aggregate market value of voting stock held by non-affiliates
of the registrant as of April 15, 2003 (16,017,3662004 (16,157,832 shares) was
$180,675,888.
Documents Incorporated by Reference:$261,918,457.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of 20032004 Annual Report to Shareholders - Incorporated in
Parts I & II
Portions of Proxy Statement to be dated May 19, 200317, 2004 -
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 Business Forms, Inc. and its subsidiaries
(collectively "Ennis" or the "Company") operate in three business
segments. The Forms Solutions Group is primarily in the business
of manufacturing and selling business forms and other printed
business products. The Promotional Solutions Group is primarily
in the business of design, production and distribution of printed
and electronic media, presentation products, flexographic
printing, advertising specialties and Post-it (registered
trademark) Notes. The Financial Solutions Group designs,
manufactures and markets printed forms and specializes in
internal bank forms, secure and negotiable documents and custom
products. Additional information concerning the segments is
incorporated herein by reference to page 37 of the Company's 20032004
Annual Report to Shareholders which is attached as Exhibit (13)
hereto.
Approximately 96%97% 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 thirty 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 28, 200329, 2004 the sale of
business products represents approximately 85%88% 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 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
primarily 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-plantmulti-
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, advertising agencies,
etc. The Promotional and Financial Solutions Groups are
dependent upon certain major customers. The loss of such
customers could have a material adverse effect on the segment.
No single customer accounts for as much as ten percent of
consolidated net sales.
2
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 products usage is generally not seasonal. General
economic conditions and contraction of traditional business forms
industry are the predominant factor in quarterly volume
fluctuations.
Patents, Trademarks, Licenses, Franchises and Concessions:
- ---------------------------------------------------------
The Company does not have any significant patents,
trademarks, licenses, franchises or concessions.
Backlog:
- -------
At February 28, 200329, 2004 the Company's backlog of business forms
orders believed to be firm was approximately $6,177,000$5,355,000 as
compared to approximately $4,609,000$6,177,000 at February 28, 2002.2003. The
backlog of orders for tools, dies and special machinery at
February 28, 200329, 2004 was approximately $1,571,000$182,000 as compared to
approximately $829,000$1,571,000 at February 28, 2002.2003. The backlog of
orders of promotional media at February 28, 200329, 2004 was
approximately $14,850,000$12,300,000 as compared to approximately
$8,001,000$14,850,000 at February 28, 2002.2003. The backlog of financial forms
at February 28, 200329, 2004 was approximately $1,961,000$2,315,000 as compared to
approximately $2,600,000$1,961,000 at February 28, 2002.2003. Approximately
$9,000,000$7,000,000 of the promotional media backlog is not expected to be
filled in the fiscal year ending February 29, 2004.
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 28, 2003.29, 2004.
Environment:
- -----------
There have been no material effects on the Company arising
from compliance with Federal, State or local provisions or
regulations relating to the protection of the environment.
Employees:
- ---------
At February 28, 2003,29, 2004, the Company had approximately 2,2982,200
employees, of whom approximately 457440 were represented by three
unions and under five separate contracts expiring at various
times.
Available Information:
- ---------------------
The Company makes its annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments
to reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Securities and Exchange Act of 1934 available free of
charge under the Investors Relations page on its website,
www.ennis.com, as soon as reasonably practicable after such
reports are electronically filed with the Securities and Exchange
Commission. In addition, the Company's code of ethics, which
applies to all employees of the Company including the Company's
Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO"), is posted under the Investors Relation page on the
Company's website, www.ennis.com. The Company intends to
disclose any amendments to the code of ethics, or waivers of the
code of ethics on behalf of the CEO or CFO, under the Investors
Relations page on the Company's website, www.ennis.com.
3
Item 2. Properties.
- ------ ----------
The Company operates thirty manufacturing facilities located
in twelve states as follows:
Approximate Square feet of
floor space
Location Owned Leased Total
-------- ----- ------ -----
Forms Solutions Group
---------------------
Ennis, Texas Three Manufacturing
Facilities 325,118 - 325,118
Chatham, Virginia Manufacturing 127,956 - 127,956
Paso Robles,
California Manufacturing 94,120 - 94,120
Knoxville,
Tennessee Manufacturing 48,057 - 48,057
Portland, Oregon Manufacturing - 47,000 47,000
Fort Scott,
Kansas Manufacturing 86,660 - 86,660
Fort Scott,
Kansas Warehouse - 10,000 10,000
DeWitt, Iowa Two Manufacturing
Facilities 95,000 - 95,000
Dallas, Texas Manufacturing 82,400 - 82,400
Moultrie, Georgia Manufacturing 25,000 - 25,000
Coshocton, Ohio Manufacturing 24,750 - 24,750
Houston, Texas Manufacturing - 40,800 40,800
San Antonio,
Texas Manufacturing 47,426 - 47,426
Columbus, Kansas Manufacturing 201,000 - 201,000
--------- ------ ---------
1,157,487 97,800 1,255,287
========= ====== =========
Promotional Solutions Group
---------------------------
Wolfe City, Texas Two Manufacturing
Facilities 119,259 - 119,259
Macomb, Michigan Manufacturing 56,350 - 56,350
Bell, California Manufacturing - 19,286 19,286
Denver, Colorado Four Manufacturing
Facilities and
Warehouse - 186,528 186,528
Dallas, Texas Manufacturing - 23,976 23,976
------- ------- -------
175,609 229,790 405,399 Approximate Square feet of
floor space
Location Owned Leased Total
-------- ----- ------ -----
Forms Solutions Group
---------------------
Ennis, Texas Three
Manufacturing
Facilities 325,118 - 325,118
Chatham,
Virginia Manufacturing 127,956 - 127,956
Paso Robles,
California Manufacturing 94,120 - 94,120
Knoxville,
Tennessee Manufacturing 48,057 - 48,057
Portland,
Oregon Manufacturing - 47,000 47,000
Fort Scott,
Kansas Manufacturing 86,660 - 86,660
DeWitt, Iowa Two
Manufacturing
Facilities 95,000 - 95,000
DeWitt, Iowa Sales Office - 300 300
Dallas, Texas Manufacturing 82,400 - 82,400
Moultrie,
Georgia Manufacturing 25,000 - 25,000
Coshocton, Ohio Manufacturing 24,750 - 24,750
Houston, Texas Manufacturing - 40,800 40,800
San Antonio,
Texas Manufacturing 47,426 - 47,426
Columbus,
Kansas Manufacturing 201,000 - 201,000
--------- ------- ---------
1,157,487 88,100 1,245,587
========= ======= =========
Promotional Solutions Group
---------------------------
Wolfe City, Two
Texas Manufacturing
Facilities 119,259 - 119,259
Macomb,
Michigan Manufacturing 56,350 - 56,350
Bell,
California Manufacturing - 19,286 19,286
Denver, Four
Colorado Manufacturing
Facilities and
Warehouse - 155,528 155,528
Dallas, Texas
Manufacturing - 23,976 23,976
------- ------- -------
175,609 198,790 374,399
======= ======= =======
Financial Solutions Group
-------------------------
Brooklyn Park,
Minnesota Manufacturing 94,800 - 94,800
Roseville,
Minnesota Manufacturing - 42,500 42,500
Arden Hills,
Minnesota Warehouse - 23,684 23,684
Lakewood, New Administrative
York Offices 642 642
Nevada, Iowa Manufacturing 232,000 - 232,000
Bridgewater,
Virginia Manufacturing - 27,000 27,000
------- ------- -------
326,800 93,826 420,626
======= ======= =======
Administrative Offices
----------------------
DeSoto, Texas Executive and
Administrative - 13,577 13,577
Offices
Ennis, Texas Administrative
Offices 9,300 - 9,300
------- ------- -------
9,300 13,577 22,877
======= ======= =======
Financial Solutions Group
-------------------------
Brooklyn Park,
Minnesota Manufacturing 94,800 - 94,800
Roseville,
Minnesota Manufacturing - 42,500 42,500
Arden Hills,
Minnesota Warehouse - 23,684 23,684
Lakewood, Administrative
New York Offices - 642 642
Nevada, Iowa Manufacturing 232,000 - 232,000
Bridgewater,
Virginia Manufacturing - 27,000 27,000
Golden, Colorado Manufacturing - 23,000 23,000
------- ------- -------
326,800 116,826 443,626
======= ======= =======
Administrative Offices
----------------------
DeSoto, Texas Executive and
Administrative
Offices - 13,577 13,577
Ennis, Texas Administrative
Offices 9,300 - 9,300
----- ------ ------
9,300 13,577 22,877
===== ====== ======
4
All of the Forms Solutions Group properties are used for the
production, warehousing and shipping of business forms and other
business products except the Dallas, Texas plant, which is used for
the production of tools, dies and special machinery. The
Promotional Solutions Group properties are used for the production,
warehousing and shipping of the following: business forms,
flexographic printing, advertising specialties and Post-it
(registered trademark) Notes (Wolfe City, Texas); presentation
products (Macomb, Michigan and Bell, California); and printed and
electronic promotional media (Denver, Colorado). All of the
Financial Solutions Group properties are used for the production of
warehousing and shipping of financial forms.
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 two or more years, expiring at various times from April
20032004 through August 2007. No difficulties are presently foreseen
in maintaining or renewing such leases as they expire.
Item 3. Legal Proceedings.
- ------ -----------------
TheThere are no material pending legal proceedings other than
ordinary routine litigation incidental to the business to which
the registrant or its subsidiaries are parties or which property
of the registrant or its subsidiaries is the subject.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------ ---------------------------------------------------
None.
5
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 19, 2003.17, 2004.
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
19, 2003)17, 2004) 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 53,54, 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 Administration, age 55,56, was
elected Vice President Administration in April 2001. Mr. Graham
was employed by the Company in January 1998 as Director of Human
Relations and was elected Vice President Human Resources in June
1998. 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 for 3 years as Corporate
Director of Human Resources.
Harve Cathey, Vice President Finance, Chief Financial
Officer and Secretary, and Treasurer, age 64,65, was elected Vice President and
Chief Financial Officer in January 2003. Mr. Cathey 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).
Kenneth E. Overstreet, GroupMichael D. Magill, age 56, was elected Vice President of the Company's
Financial Solution and
Promotional Solution Groups, age 60, was
appointed Group President of the Company's Promotional Solution
GroupTreasurer in March 2001. Mr. Overstreet was employed byOctober 2003. Prior to joining the Company, in
June 2000 as the GroupMr.
Magill was President and Chief Executive Officer of the Company's Financial Solution
Group, as a result of the acquisition of Northstar Computer Forms,Safeguard
Business Systems, Inc. (NSCF).for 6 years. Prior to June 2000,that time, Mr.
OverstreetMagill was Executive Vice President and CFO of KBK Capital
Corporation. Mr. Magill joined KBK Capital Corporation after 10
years with NSCF since
1989, servingMCorp, where he held various positions beginning as
President since 1993.head of corporate finance and ending as CFO during MCorp's
bankruptcy.
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
-------Item 5. Market for the Registrant's Common Equity and Related
Item 5.- ------ 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 declaredpaid by the Company.
Common
Stock
Trading
Common Stock Volume Dividends
Price Range (number of per share
Common Stock Price Range------------ shares in of shares of
----------------------- in Common
High Low Thousands)thousands) Stock
---- --- ---------- -----
Fiscal Year Ended
February 28, 200329, 2004
First Quarter $14.1800 $10.3400 3,155$13.67 $10.90 2,038 $0.155
Second Quarter 14.4500 10.7500 3,43815.40 13.44 1,863 0.155
Third Quarter 13.2800 11.5400 1,60014.99 13.20 2,139 0.155
Fourth Quarter 13.2300 10.7000 2,07817.00 14.58 1,437 0.155
Fiscal Year Ended
February 28, 20022003
First Quarter $9.1500 $7.4700 1,531$14.18 $10.34 3,155 $0.155
Second Quarter 9.1200 7.5500 91714.45 10.75 3,438 0.155
Third Quarter 9.5300 7.7000 59413.28 11.54 1,600 0.155
Fourth Quarter 10.8800 9.0700 1,13113.23 10.70 2,078 0.155
On April 15, 2003,2004, the last sale price of the common stock
was $11.28$16.21 per share and the number of shareholders of record was
1,569.1,446.
Item 6. Selected Financial Data.
- ------ -----------------------
The information required by this item is incorporated herein
by reference to page 12 of the Company's 20032004 Annual Report to
Shareholders which is attached as Exhibit (13) hereto.
Item 7. Management's Discussion and Analysis of Financial
Item 7.- ------ Condition and Results of Operations.
- ------
-------------------------------------------------
The information required by this item is incorporated herein
by reference to pages 13 through 17 of the Company's 20032004 Annual
Report to Shareholders which is attached as Exhibit (13) hereto.
Item 7a. Quantitative and Qualitative Disclosure About Market
Risk.
- ------- ---------------------------------------------------------Risk.
----------------------------------------------------
The information required by this item is incorporated by
reference to page 17 of the Company's 20032004 Annual Report to
Shareholders which is attached as Exhibit (13) hereto.
7
Item 8. Financial Statements and Supplementary Data.
- ------ -------------------------------------------
The information required by this item is incorporated herein
by reference to pages 20 through 39 of the Company's 20032004 Annual
Report to Shareholders which is attached as Exhibit (13) hereto.
Item 9. Changes in and Disagreements with Accountants on
Item 9.- ------ Accounting and Financial Disclosure.
- ------ -------------------------------------------------------------------------------------------------
There were no changes in or disagreements with the
independent auditors on accounting and financial disclosure.
Item 9a. Controls and Procedures.
- ------- -----------------------
The term "disclosure controls and procedures" is defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934, or the Exchange Act. This term refers to the controls and
procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports
that it files under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified by the
Securities and Exchange Commission. An evaluation was performed
under the supervision and with the participation of the Company's
management, including the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), of the effectiveness of the Company's
disclosure controls and procedures as of February 29, 2004.
Based on that evaluation, the Company's management, including the
CEO and CFO, concluded that the Company's disclosure controls and
procedures were effective as of February 29, 2004. There have
been no significant changes in the Company's internal controls
over financial reporting that have occurred during the most
recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal
control over financial reporting.
8
PART III
--------
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 Directorsdirectors is
incorporated by reference to pages 35 through 67 of the Company's
Proxy Statement to be dated May 19, 2003.17, 2004.
Item 11. Executive Compensation.
- ------- ----------------------
The information required by this item is incorporated herein
by reference to pages 711 through 1317 of the Company's Proxy
Statement to be dated May 19, 2003.17, 2004.
Item 12. Security Ownership of Certain Beneficial Owners and
Item 12. Management.
- ------- ---------------------------------------------------Management.
----------------------------------------------------
The information required by this item is incorporated herein
by reference to pages 219 through 320 of the Company's Proxy
Statement to be dated May 19, 2003.17, 2004.
Item 13. Certain Relationships and Related Transactions.
- ------- ----------------------------------------------
ThisThe information required by this item is incorporated
herein by reference to page 36 of the Company's 20032004 Annual
Report to Shareholders which is attached as Exhibit (13) hereto.
Item 14. ControlsPrincipal Accountant Fees and Procedures.Services.
- ------- -----------------------
There were no significant changes in---------------------------------------
The information required by this item is incorporated herein
by reference to pages 21 through 22 of the Company's internal
controls or in other factors that could significantly affect these
controls subsequentProxy
Statement to the date of their evaluation. The Company's
certifying officers have established and maintain disclosure
controls and procedures to ensure that material information relating
to the Company is made known to them.be dated May 17, 2004.
9
PART IV
-------
Item 15. Exhibits, Financial Statement Schedule, and Reports on
Item 15.- ------- Form 8-K.
- ------- -------------------------------------------------------------------------------------------------------------
(a) 1. (a)Financial Statements.
See accompanying 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 F-1).
2. Financial Statements and Financial Statement Schedule.
See accompanying 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)F-1).
3. Exhibits
The exhibits as listed on the accompanying index
to exhibits on page 1916 are filed as part of
this Form 10-K.
(b) Reports on Form 8-K:
-------------------
The Company filed a report on Form 8-K on November 13,
2002April 15,
2004 regarding the acquisition of Calibrated Forms Co.,
Inc.press release dated April 14, 2004
announcing year-end operating results.
(c) Exhibits:
--------
See Index to Exhibits, incorporated herein by
reference.
10
UNDERTAKINGS WITH RESPECT TO REGISTRANT'S REGISTRATION
STATEMENTS, FORM S-8
(NUMBERS: 33-43087, 333-58963, 333-44624, 333-38100)
(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 21, 20034, 2004 BY: /s/ Keith S. Walters
------------------- -------------------------------------------------- -------------------------------------
Keith S. Walters,
Chairman of the Board,
Chief Executive Officer and
President
Date: May 21, 20034, 2004 BY: /s/ Harve Cathey
------------------- -------------------------------------------------- -------------------------------------
Harve Cathey
Vice President - Finance and
CFO, Secretary and Treasurer, Principal
Financial and Accounting Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Date: May 21, 20034, 2004 BY: /s/ Keith S. Walters
------------------- -------------------------------------------------- -------------------------------------
Keith S. Walters, Director
Date: May 21, 20034, 2004 BY: /s/ Ronald M. Graham
------------------- -------------------------------------------------- -------------------------------------
Ronald M. Graham, Director
Date: May 21, 20034, 2004 BY: /s/ Harold W. Hartley
------------------- -------------------------------------------------- -------------------------------------
Harold W. Hartley, Director
Date: May 21, 20034, 2004 BY: /s/ Thomas R. Price
------------------- ----------------------------------
Thomas R. Price,Robert L. Mitchell
---------------- -------------------------------------
Robert L. Mitchell, Director
Date: May 21, 20034, 2004 BY: /s/ Kenneth G. Pritchett
------------------- -------------------------------------------------- -------------------------------------
Kenneth G. Pritchett, Director
12
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
The following is a list of the financial statements and
financial statement schedule 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
20032004 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, 6, 7 and 8 incorporating
certain portions of the Company's 20032004 Annual Report to
Shareholders, such 20032004 Annual Report to Shareholders is not
deemed to be filed as part of this Form 10-K. The Company's
fiscal years ended February 29, 2004, February 28, 2003 and
February 28, 2002 (fiscal years ended 2004, 2003 and 2002,
respectively).
2004
Annual
Form Report to
10-K Shareholders
---- ------------
Consolidated Financial Statements of
the Company:
Consolidated Balance Sheets -
February 28, 2003 and 2002 23 - 24
Consolidated Statements of
Earnings - Fiscal years ended
February 28,2004, 2003 2002 and 20012002 20
Consolidated Statements of Cash
Flows - Fiscal years ended
February 28,2004, 2003 and 2002 21
Consolidated Balance Sheets -
Fiscal years ended 2004 and
20012003 22 - 23
Notes to Consolidated Financial
Statements 25 - 39
Independent Auditors' Report for
yearfiscal years ended February 28, 20012002, 2003 and
2004 S-2
Independent Auditors' Report for year ended
February 28, 2002 and 2003 S-3
II - Valuation and qualifying
accounts S-4S-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
The Board of Directors and Shareholders
Ennis Business Forms, Inc.:
We have audited the consolidated statements of earnings, changes
in shareholders' equity and cash flows of Ennis Business Forms,
Inc. and subsidiaries as of February 28, 2001. We have
also audited the related financial statement schedule for the
year ended February 28, 2001. These consolidated financial
statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these consolidated financial statements
and financial statement schedule based on our audit.
We conducted our audit 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 results
of operations and the cash flows of Ennis Business Forms,
Inc. and subsidiaries for the year ended February 28, 2001, in
conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, the
related 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 for the year ended February 28,
2001.
/s/ KPMG LLP
Dallas, Texas
April 12, 2001
S-2F-1
Report of Independent Auditors
Board of Directors and Shareholders
Ennis Business Forms, Inc.
We have audited the accompanying consolidated balance sheets of
Ennis Business Forms, Inc. and subsidiaries (the Company) as of
February 29, 2004 and February 28, 2003, and 2002, and the related
consolidated statements of earnings, shareholders' equity and
cash flows for each of the twothree years in the period ended
February 28, 2003.29, 2004. Our audit also included the financial
statement schedule listed in the Index at Item 15(a). These
financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. 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 2003 and 2002 consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Ennis Business Forms, Inc. and subsidiaries
as of February 29, 2004 and February 28, 2003, and 2002, and the
consolidated results of their operations and their cash flows for
each of the twothree years in the period ended February 28,
2003,29, 2004, in
conformity with accounting principles generally accepted in the
United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
As discussed in Notes 1 and 109 to the financial statements, in
2003 the Company changed its method of accounting for goodwill.
/s/ ErnstERNST & Young,YOUNG LLP
Dallas, Texas
April 14, 2003
S-32004
S-2
Schedule II
ENNIS BUSINESS FORMS, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three Years Ended February 28, 200329, 2004
(In thousands)
Additions
Balance ---------
Balance
at Charged Charged Balance
beginning to to other at end
Description of year operations accounts Deductions of year
----------- ------- ---------- -------- ---------- -------
Year ended
February 29,
2004:
Allowance
for
doubtful
receivables $1,294 890 47 (1) 460 (2) 1,771
====== ===== ======= ========== =====
Year ended
February 28,
2003:
Allowance
for
doubtful
receivables $1,486 941 135 (4)(3) 1,268 (3)(2) 1,294
====== ======== ======= =================== =====
Year ended
February 28,
2002:
Allowance
for
doubtful
Receivablesreceivables $1,484 1,007 25 (2)(1) 1,030 (3)(2) 1,486
====== ===== ====== ========= =====
Year ended February
29, 2001:
Allowance for
doubtful
Receivables $1,263 901 241 (1) 921 (3) 1,484
====== === ======= ================= =====
Notes:
(1) Principally Allowance from Acquisition of Northstar
Computer Forms, Inc.
(2) Principally collection of accounts previously charged off.
(3)(2) Charge-off of uncollectible receivables.
(4)(3) Principally Allowance from Acquisition of Calibrated
Forms Co., Inc.
S-4
CERTIFICATION
I, Keith S. Walters, certify that:
1. I have reviewed this annual report on Form 10-K of Ennis
Business Forms, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared;
b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this annual report
(the "Evaluation Date"); and
c) Presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) All significant deficiencies in the design or operation
of internal controls which could adversely affect
the registrant's ability to record, process, summarize
and report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
/s/ Keith S. Walters
Keith S. Walters
Chief Executive Officer
May 21, 2003
17
CERTIFICATION
I, Harve Cathey, certify that:
1. I have reviewed this annual report on Form 10-K of Ennis
Business Forms, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared;
b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the
"Evaluation Date"); and
c) Presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) All significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
/s/ Harve Cathey
Harve Cathey
Chief Financial Officer
May 21, 2003
18S-3
INDEX TO EXHIBITS
Exhibit 3(i)3 (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.
Exhibit 3(ii)3 (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.
Exhibit 10 UPS Ground, Air Hundredweight and Sonicair
Incentive Program Carrier Agreement.*10.1 Employment Agreement - Keith S. Walters
dated May 1, 2003.
Exhibit 10.2 Employment Agreement - Ronald M. Graham
dated May 1, 2003.
Exhibit 10.3 Employment Agreement - Michael M. Magill
dated October 7, 2003.
Exhibit 13 Portions of 20032004 Annual Report to
Shareholders.
Exhibit 21 Subsidiaries of Registrant.
Exhibit 23.1 Independent Auditors' Consent.
Exhibit 23.223 Consent of Independent Auditors.
Exhibit 99.131.1 Certification Pursuantpursuant to Rule 13a-14(a)/15d-
14(a) (Chief Executive Officer)
Exhibit 31.2 Certification pursuant to Rule 13a-14(a)/15d-
14(a) (Chief Financial Officer)
Exhibit 32.1 Certification pursuant to 18 U.S.C. Section
1350, as Adopted Pursuantadopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.2002
Exhibit 99.232.2 Certification Pursuantpursuant to 18.U.S.C. Section
1350, as Adopted Pursuantadopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.2002
* Portions of Exhibit have been omitted pursuant to a request
for confidential treatment filed with the Securities and
Exchange Commission.
1916