季報
季度報告
10-Q
2026-07-01
恩尼斯首季淨銷售額微增1.5%至9861.5萬美元,經營現金流大增逾兩倍
AI 繁中摘要
Ennis, Inc. 提交了截至 2026 年 5 月 31 日的第一季度 10-Q 申報文件(財政年度 2027 年第一季)。以下是重點摘要:
📊 **業績亮點**
- 淨銷售額:9,861.5 萬美元,較去年同期的 9,719.7 萬美元輕微增長 1.5% 🛡️
- 毛利:3,108.3 萬美元(毛利率 31.5%),去年同期為 3,023 萬美元(31.1%)
- 營業收入:1,358.5 萬美元,去年同期為 1,328.3 萬美元
- 淨利潤:987.9 萬美元,基本持平於去年的 979.9 萬美元
- 每股盈利(攤薄):0.39 美元,與去年相同
💰 **現金流與財務狀況**
- 經營活動現金流大增至 2,123.2 萬美元(去年同期僅 796 萬美元),主因應收款項及應付款項改善
- 期末現金及等價物:4,908.2 萬美元(期初為 3,457 萬美元)
- 資本開支僅 35.2 萬美元,顯著低於去年同期的 136.8 萬美元
- 本季度沒有進行股票回購;去年回購了 260,560 股(約 501 萬美元)
📋 **近期收購與整合**
- 2025 年 4 月收購 Northeastern Envelope Company 及 Envelope Superstore(總代價約 3,500 萬美元),產生商譽 1,223.7 萬美元
- 2025 年 11 月收購 CFC Print & Mail(代價約 393 萬美元)
- 若兩項收購於 2025 年 3 月 1 日已完成,模擬備考淨銷售額為 1.01059 億美元,淨利潤 1,015.1 萬美元
📉 **其他重要事項**
- 管理層對部分未歸屬的限制性股票單位(RSU)進行修改,由權益結算改為現金結算,導致從額外實繳資本中重新分類約 221.3 萬美元至應計負債
- 一項關於前 B&D Litho 廠房的租賃訴訟仍在進行,管理層已就相關索賠計提約 50 萬美元準備金
- 股息政策維持每季 0.25 美元(年度 1.00 美元),
展開英文正文
10-Q
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended May 31, 2026
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, INC.
(Exact Name of Registrant as Specified in Its Charter)
Texas
75-0256410
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
2441 Presidential Pkwy., Midlothian, Texas
76065
(Address of Principal Executive Offices)
(Zip code)
Registrant’s Telephone Number, Including Area Code: (972) 775-9801
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, par value $2.50 per share
EBF
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 18, 2026, there were 25,298,272 shares of the Registrant’s common stock outstanding.
ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED MAY 31, 2026
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (unaudited)
3
Condensed Consolidated Balance Sheets at May 31, 2026 and February 28, 2026
3
Condensed Consolidated Statements of Operations for the three months ended May 31, 2026 and May 31, 2025
4
Condensed Consolidated Statements of Comprehensive Income for the three months ended May 31, 2026 and May 31, 2025
5
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended May 31, 2026 and May 31, 2025
6
Condensed Consolidated Statements of Cash Flows for the three months ended May 31, 2026 and May 31, 2025
7
Notes to Condensed Consolidated Financial Statements (unaudited)
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
Item 3. Quantitative and Qualitative Disclosures About Market Risk
29
Item 4. Controls and Procedures
29
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
29
Item 1A. Risk Factors
30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
30
Item 3. Defaults Upon Senior Securities
30
Item 4. Mine Safety Disclosures
30
Item 5. Other Information
30
Item 6. Exhibits
30
SIGNATURES
31
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
ENNIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share amounts)
May 31,
February 28,
2026
2026
Assets
Current assets
Cash and cash equivalents
$
49,082
$
34,570
Accounts receivable, net
34,756
37,983
Other receivables
785
1,623
Inventories, net
56,067
54,895
Prepaid expenses
2,763
2,699
Total current assets
143,453
131,770
Property, plant and equipment, net
61,534
63,341
Operating lease right-of-use assets, net
8,330
9,503
Goodwill
106,586
106,586
Intangible assets, net
36,752
38,832
Pension asset, net
2,208
2,208
Other assets
4,655
4,671
Total assets
$
363,518
$
356,911
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable
$
15,251
$
14,291
Accrued expenses
21,632
16,846
Current portion of operating lease liabilities
3,801
4,244
Total current liabilities
40,684
35,381
Deferred income taxes
7,398
7,309
Operating lease liabilities, net of current portion
4,253
4,971
Other liabilities
518
518
Total liabilities
52,853
48,179
Shareholders’ equity
Common stock $2.50 par value, authorized 40,000,000 shares; issued 30,053,443 shares at May 31, 2026 and February 28, 2026
75,134
75,134
Additional paid-in capital
125,127
127,057
Retained earnings
204,656
201,155
Accumulated other comprehensive loss:
Minimum pension liability, net of taxes
(9,230
)
(9,496
)
Treasury stock
(85,022
)
(85,118
)
Total shareholders’ equity
310,665
308,732
Total liabilities and shareholders' equity
$
363,518
$
356,911
See accompanying notes to condensed consolidated financial statements.
3
ENNIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share amounts)
Three months ended
May 31,
2026
2025
Net sales
$
98,615
$
97,197
Cost of goods sold
67,532
66,967
Gross profit
31,083
30,230
Selling, general and administrative
17,508
16,947
Gain from disposal of assets
(10
)
—
Income from operations
13,585
13,283
Other income (expense)
Interest income
367
550
Other expense, net
(230
)
(318
)
Total other income (expense)
137
232
Earnings before income taxes
13,722
13,515
Income tax expense
3,843
3,716
Net earnings
$
9,879
$
9,799
Weighted average common shares outstanding
Basic
25,363,246
25,956,639
Diluted
25,521,039
26,021,247
Earnings per share
Basic
$
0.39
$
0.38
Diluted
$
0.39
$
0.38
See accompanying notes to condensed consolidated financial statements.
4
ENNIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
Three months ended
May 31,
2026
2025
Net earnings
$
9,879
$
9,799
Adjustment to pension, net of taxes
266
343
Comprehensive income
$
10,145
$
10,142
See accompanying notes to condensed consolidated financial statements.
5
ENNIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited, in thousands, except share and per share amounts)
Accumulated
Additional
Other
Common Stock
Paid-in
Retained
Comprehensive
Treasury Stock
Shares
Amount
Capital
Earnings
Income (Loss)
Shares
Amount
Total
Balance February 28, 2026
30,053,443
$
75,134
$
127,057
$
201,155
$
(9,496
)
(4,800,638
)
$
(85,118
)
$
308,732
Net earnings
—
—
—
9,879
—
—
—
9,879
Adjustment to pension, net of deferred tax of $91
—
—
—
—
266
—
—
266
Dividends paid ($0.25 per share)
—
—
—
(6,378
)
—
—
—
(6,378
)
Stock based compensation
—
—
379
—
—
—
—
379
Modification of share-based awards
—
—
(2,213
)
—
—
—
—
(2,213
)
Exercise of stock options and restricted stock
—
—
(96
)
—
—
5,406
96
—
Common stock repurchases
—
—
—
—
—
—
—
—
Balance May 31, 2026
30,053,443
$
75,134
$
125,127
$
204,656
$
(9,230
)
(4,795,232
)
$
(85,022
)
$
310,665
Balance February 28, 2025
30,053,443
$
75,134
$
125,452
$
184,430
$
(11,426
)
(4,060,655
)
$
(71,610
)
$
301,980
Net earnings
—
—
—
9,799
—
—
—
9,799
Adjustment to pension, net of deferred tax of $114
—
—
—
—
343
—
—
343
Dividends paid ($0.25 per share)
—
—
—
(6,571
)
—
—
—
(6,571
)
Stock based compensation
—
—
568
—
—
—
—
568
Exercise of stock options and restricted stock
—
—
(343
)
—
—
21,933
387
44
Common stock repurchases
—
—
—
—
—
(260,560
)
(5,011
)
(5,011
)
Balance May 31, 2025
30,053,443
$
75,134
$
125,677
$
187,658
$
(11,083
)
(4,299,282
)
$
(76,234
)
$
301,152
See accompanying notes to condensed consolidated financial statements.
6
ENNIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Three months ended
May 31,
2026
2025
Cash flows from operating activities:
Net earnings
$
9,879
$
9,799
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation
2,159
2,239
Amortization of intangible assets
2,080
1,944
(Gain) loss from disposal of assets
(10
)
—
Amortization of discount on short-term investments
—
(25
)
Credit losses
107
90
Stock based compensation
379
568
Net pension expense
357
457
Changes in operating assets and liabilities, net of the effects of acquisitions
Accounts and other receivables
3,957
(7,340
)
Prepaid expenses and income taxes
(64
)
(10
)
Inventories
(1,172
)
(11,798
)
Other assets
16
16
Accounts payable and accrued expenses
3,532
11,953
Other liabilities
12
67
Net cash provided by operating activities
21,232
7,960
Cash flows from investing activities:
Capital expenditures
(352
)
(1,368
)
Purchase of businesses, net of cash acquired
—
(34,931
)
Maturity of short-term investments
—
5,500
Proceeds from disposal of plant and property
10
—
Net cash used in investing activities
(342
)
(30,799
)
Cash flows from financing activities:
Dividends paid
(6,378
)
(6,571
)
Common stock repurchases
—
(5,011
)
Proceeds from exercise of stock options
—
44
Net cash used in financing activities
(6,378
)
(11,538
)
Net change in cash and cash equivalents
14,512
(34,377
)
Cash and cash equivalents at beginning of period
34,570
67,000
Cash and cash equivalents at end of period
$
49,082
$
32,623
Supplemental disclosure of non-cash items:
Modification of share-based awards from equity to liability
$
2,213
$
—
See accompanying notes to condensed consolidated financial statements.
7
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2026
(unaudited)
1. Significant Accounting Policies and General Matters
Basis of Presentation
These unaudited condensed consolidated financial statements of Ennis, Inc. and its subsidiaries (collectively referred to as the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our”) for the three months ended May 31, 2026 have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2026, from which the accompanying consolidated balance sheet at February 28, 2026 was derived. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial information have been included and are of a normal recurring nature. The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the disclosure and reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates these estimates and judgments on an ongoing basis, including those related to credit losses, inventory valuations, property, plant and equipment, intangible assets, pension plan, accrued liabilities, and income taxes. The Company bases estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of operations for any interim period are not necessarily indicative of the results of operations for a full year.
Recent Accounting Pronouncements
Issued Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", that requires entities to disclose additional information in the notes to the financial statements about prescribed categories underlying any relevant income statement expense caption. The new standard is effective for annual reporting periods beginning after December 15, 2026 (fiscal year 2028 for the Company and interim periods within annual reporting periods beginning after December 15, 2027. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements but will result in some disaggregation of the Company’s income statement expenses in the notes to the Consolidated Financial Statements.
In July 2025, the FASB issued ASU 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05"). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that elects this accounting policy must disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for the Company beginning in the fiscal year ending February 28, 2027. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the Consolidated Financial Statements.
8
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2026
(unaudited)
2. Revenue
Nature of Revenues
Substantially all of the Company’s revenue is derived from the sale of printed products in the continental United States of America and is primarily recognized at a point in time in an amount that reflects the consideration the Company expects to be provided in exchange for those goods. Revenue from the sale of commercial printing products, including shipping and handling fees billed to customers, is recognized when the performance obligation is met upon the transfer of control to the customer, which is generally upon shipment to the customer when the terms of the sale are freight on board ("FOB") shipping point, or, to a lesser extent, upon delivery to the customer if the terms of the sale are FOB destination. Net sales represent gross sales invoiced to customers, less certain related charges, including sales tax, discounts, returns and other allowances. Returns, discounts and other allowances have historically been insignificant.
In a small number of cases and upon customer request, the Company prints and stores printed product for customer specified future delivery, generally within the same year as the product is manufactured. In this case, revenue is recognized upon the transfer of control when manufacturing is complete and title and risk of ownership is passed to the customer while the inventory remains in the Company’s warehouse. Approximately $3.5 million and $3.0 million of revenue was recognized under these arrangements during the three months ended May 31, 2026 and 2025, respectively.
Storage revenue for certain customers may be recognized over time rather than at a point in time. The amount of storage revenue is immaterial to the Condensed Consolidated Financial Statements. As the output method for measure of progress is determined to be appropriate, the Company recognizes revenue in the amount for which it has the right to invoice for revenue that is recognized over time and for which it demonstrates that the invoiced amount corresponds directly with the value to the customer for the performance completed to date.
The Company does not disaggregate revenue and operates in one reportable segment consisting of printed product revenue, which is reported as net sales on the condensed consolidated statements of operations. See Note 19. The Company does not have material contract assets or contract liabilities as of May 31, 2026.
Significant Judgments
Generally, the Company’s contracts with customers are comprised of a written quote and customer purchase order or statement of work, and governed by the Company’s trade terms and conditions. In certain instances, it may be further supplemented by separate pricing agreements and customer incentive arrangements, which typically only affect the contract’s transaction price. Contracts do not contain a significant financing component as payment terms on invoiced amounts are typically between 30 to 90 days, based on the Company’s credit assessment of individual customers, as well as industry expectations. Product returns are not significant as the bulk of the Company's sales are custom in nature.
From time to time, the Company may offer incentives to its customers considered to be variable consideration including volume-based rebates or early payment discounts. Customer incentives considered to be variable consideration are recorded as a reduction to revenue as part of the transaction price at contract inception when there is a basis to reasonably estimate the amount of the incentive and only to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Customer incentives are allocated entirely to the single performance obligation of transferring printed product to the customer and are not considered material.
For customers with terms of FOB shipping point, the Company accounts for shipping and handling activities performed after the control of the printed product has been transferred to the customer as a fulfillment cost. The Company accrues for the costs of shipping and handling activities if revenue is recognized before contractually agreed shipping and handling activities occur.
The Company’s contracts with customers are generally short-term in nature. Accordingly, the Company does not disclose the value of unsatisfied performance obligations nor the timing of revenue recognition.
9
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2026
(unaudited)
3. Receivables
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are reduced by an allowance for an estimate of amounts that are uncollectible. Substantially all of the Company’s receivables are due from customers in North America. The Company extends credit to its customers based upon its evaluation of the following factors: (i) the customer’s financial condition, (ii) the amount of credit the customer requests, and (iii) the customer’s actual payment history (which includes disputed invoice resolution). The Company does not typically require its customers to post a deposit or supply collateral. The Company’s allowance for credit losses is based on an analysis that estimates the amount of its total customer receivable balance that is not collectible. This analysis includes assessing a default probability to customers’ receivable balances, which is influenced by several factors including (i) current market conditions, (ii) periodic review of customer credit worthiness, and (iii) review of customer receivable aging and payment trends. Accounts receivable relate to credit extended directly to customers in the ordinary course of business.
The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance in the period the payment is received. Recoveries for the three months ended May 31, 2026 and 2025 were not significant to the Condensed Consolidated Financial Statements. Credit losses from continuing operations have consistently been within management’s expectations.
The following table presents the activity in the Company’s allowance for credit losses (in thousands):
Three months ended
May 31,
2026
2025
Balance at beginning of period
$
1,617
$
1,713
Credit losses
107
90
Recoveries
(116
)
—
Accounts written off
(10
)
(45
)
Balance at end of period
$
1,598
$
1,758
Other Receivables
Other receivables primarily consist of vendor rebate receivables which represent amounts due from vendors for volume and are generally negotiated at the beginning of the annual period. The Company receives volume-based rebates from certain suppliers. These rebates are recognized as a reduction in the cost of inventory and are recognized in cost of goods sold when the related inventory is sold. Rebates are accrued based on purchases and in accordance with the contractual terms.
10
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2026
(unaudited)
4. Inventories
The Company values its inventories at the lower of first-in, first out (“FIFO”) cost or market cost, with the exception of approximately 5.8% and 5.6% of inventories are valued at last-in, first-out (“LIFO”) as of May 31, 2026 and February 28, 2026, respectively, or net realizable value. The excess of current cost at FIFO over LIFO stated values was approximately $6.4 million and $6.1 million as of May 31, 2026 and February 28, 2026, respectively. The Company regularly reviews inventories on hand, using specific aging categories, and writes down the carrying value of its inventories for excess and potentially obsolete inventories based on historical usage and estimated future usage. In assessing the ultimate realization of its inventories, the Company is required to make judgments as to future demand requirements. As actual future demand or market conditions may vary from those projected by the Company, adjustments to inventories may be required. The allowance for aged obsolete inventory at May 31, 2026 and February 28, 2026 were $1.9 million and $1.9 million, respectively. The aged inventory allowance is recorded primarily to account for the decrease in market value of general stock inventory that is not manufactured to specific customer order.
The following table summarizes the components of inventories at the different stages of production as of the dates indicated (in thousands):
May 31,
February 28,
2026
2026
Raw material, net
$
34,241
$
35,346
Work-in-process
5,222
4,344
Finished goods
16,604
15,205
Total inventory, net
$
56,067
$
54,895
5. Property, Plant and Equipment
The following table presents a summary of property, plant and equipment, net:
May 31,
February 28,
2026
2026
Plant, machinery and equipment
$
160,207
$
160,300
Land and buildings
80,736
80,712
Computer equipment and software
9,906
10,429
Other
3,695
3,872
Property, plant and equipment
254,544
255,313
Less accumulated depreciation
193,010
191,972
Property, plant and equipment, net
$
61,534
$
63,341
6. Acquisitions
The Company applies the acquisition method of accounting for business combinations. Under the acquisition method, the acquiring entity in a business combination recognizes 100% of the assets acquired and liabilities assumed at their acquisition date fair values with certain limited exceptions permitted under US GAAP. Management utilizes valuation techniques appropriate for the asset or liability being measured in determining these fair values. Any excess of the purchase price over amounts allocated to assets acquired, including identifiable intangible assets and liabilities assumed, is recorded as goodwill. Where amounts allocated to assets acquired and liabilities assumed are greater than the purchase price, a bargain purchase gain is recognized. Acquisition-related costs are expensed in the period incurred. During the three months ended May 31, 2026 and 2025, the acquisition related costs were not significant to the Company's Condensed Consolidated Financial Statements.
11
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2026
(unaudited)
Acquisition of CFC Print & Mail
On November 14, 2025, the Company acquired the assets and business of CFC Print & Mail ("CFC"), which is based in Grand Prairie, TX for approximately $3.9 million in cash. The Company performed an allocation of the total consideration and recorded the underlying assets acquired (including certain identified intangible assets, consisting primarily of customer lists and trade names) and liabilities assumed based on the estimated fair values using the information available as of the acquisition date. The Company recorded intangible assets with definite lives ranging from 2 to 13 years of approximately $2.3 million in connection with the transaction, which are deductible for tax purposes. The acquisition of CFC further strengthens our leading position in the business products and commercial print sector.
The following table summarizes the Company's purchase price allocation for CFC as of the acquisition date (in thousands):
Accounts receivable
$
652
Inventories
336
Other assets
56
Right-of-use asset
239
Property, plant and equipment
1,000
Intangibles
2,307
Operating lease liability
(239
)
Accounts payable and accrued liabilities
(418
)
Acquisition price
$
3,933
Acquisition of Northeastern Envelope Company and Envelope Superstore
On April 11, 2025 the Company acquired the net assets and business of Northeastern Envelope Company ("NEC"), which is based in Old Forge, Pennsylvania, and Envelope Superstore ("ESS") which is based in Hiram, Georgia, for approximately $35.0 million in cash. The Company performed an allocation of the total consideration and recorded the underlying assets acquired (including certain identified intangible assets, consisting primarily of customer lists and trade names) and liabilities assumed based on the estimated fair values prepared by management using the information available as of the acquisition date. All goodwill of $12.2 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives ranging from 2 to 13 years of approximately $11.3 million in connection with the transaction, which are also deductible for tax purposes. The acquisition of NEC and ESS strengthens our production capabilities to serve our customers in the Northeast and Southeast United States.
The following table summarizes the Company's purchase price allocation for NEC and ESS as of the acquisition date (in thousands):
Accounts receivable
$
1,585
Inventories
2,914
Right-of-use asset
601
Property, plant and equipment
7,371
Goodwill
12,237
Intangibles
11,348
Operating lease liability
(601
)
Accounts payable and accrued liabilities
(458
)
Acquisition price
$
34,997
The results of operations for NEC, ESS, and CFC are included in the Company’s condensed consolidated financial statements from the respective dates of acquisition. The following table sets forth certain operating information on a pro forma basis as though each acquisition had occurred as of the beginning of the comparable prior period (that is, March 1, 2025). The following pro forma information includes the estimated impact of adjustments such as amortization of intangible assets, depreciation expense and interest expense and related tax effects (in thousands, except per share amounts).
12
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2026
(unaudited)
Three months ended
May 31, 2026
May 31, 2025
Pro forma net sales
$
98,615
$
101,059
Pro forma net earnings
9,879
10,151
Pro forma earnings per share - diluted
$
0.39
$
0.39
The pro forma results are not necessarily indicative of what would have occurred if the acquisitions had been in effect for the full duration of the comparative periods presented.
7. Leases
The Company leases certain of its facilities and equipment under operating leases, which are recorded as right-of-use assets and lease liabilities. The Company’s leases generally have terms of 1 – 5 years, with certain leases including renewal options to extend the leases for additional periods at the Company’s discretion. At lease inception, all renewal options reasonably certain to be exercised are considered when determining the lease term. The Company currently does not have leases that include options to purchase or provisions that would automatically transfer ownership of the leased property to the Company.
Operating lease expense is recognized on a straight-line basis over the lease term, and variable lease payments are expensed as incurred. The Company had no material variable lease costs for the three months ended May 31, 2026 and 2025.
The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and directs the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment.
Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. To determine the present value of lease payments not yet paid, the Company estimates incremental borrowing rates based on the information available at lease commencement date, as rates are not implicitly stated in most leases.
Lease expense is recognized in cost of sales and selling, general and administrative expense within the Company's Condensed Consolidated Statements of Operations, based on the underlying nature of the leased asset.
Components of lease expense for the three months ended May 31, 2026 and 2025 were as follows (in thousands):
Three months ended
May 31, 2026
May 31, 2025
Operating lease cost
$
1,267
$
1,431
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
$
1,278
$
1,446
Right-of-use assets obtained in exchange for lease obligations
Operating leases
$
—
$
2,299
Weighted Average Remaining Lease Terms
Operating leases
2.8 Years
3.0 Years
Weighted Average Discount Rate
Operating leases
4.25%
4.39%
13
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2026
(unaudited)
Future minimum lease commitments under non-cancelable operating leases for the current and next five fiscal years is as follows (in thousands):
Operating
Lease
Commitments
2027 (remaining)
$
3,076
2028
2,648
2029
1,631
2030
718
2031
252
2032
140
Total future minimum lease payments
$
8,465
Less imputed interest
411
Present value of lease liabilities
$
8,054
8. Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of net assets of acquired businesses and is not amortized. Goodwill and other intangible assets are tested for impairment at the reporting unit level. The annual impairment test of goodwill and intangible assets is performed as of December 1 of each fiscal year.
The Company uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit exceeds its carrying amount, including goodwill. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, overall financial performance of the business, and performance of the share price of the Company.
If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a one-step approach is applied in making an evaluation. The evaluation utilizes multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates. If the evaluation results in the fair value of the goodwill for the reporting unit being lower than the carrying value, an impairment charge is recorded. A goodwill impairment charge was not required during the three months ended May 31, 2026 and 2025.
Definite-lived intangible assets are amortized over their estimated useful lives and tested for impairment if events or changes in circumstances indicate that the asset may be impaired.
14
ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2026
(unaudited)
The carrying amount and accumulated amortization of the Company’s intangible assets at each balance sheet date are as follows (in thousands):
Weighted
Average