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| EBF > SEC Filings for EBF > Form 10-K on 11-May-2009 | All Recent SEC Filings |
11-May-2009
Annual Report
personnel; the ability to identify, manage or integrate future acquisitions; the
costs associated with and the outcome of outstanding and future litigation; and
changes in government regulations.
In view of such uncertainties, investors should not place undue reliance on
our forward-looking statements since such statements may prove to be inaccurate
and speak only as of the date when made. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Results of Operations
Consolidated Fiscal Years Ended
Statements of Earnings - Data 2009 2008 2007
Net sales $ 584,029 100.0 % $ 610,610 100.0 % $ 584,713 100.0 %
Cost of goods sold 440,553 75.4 446,736 73.2 428,391 73.3
Gross profit 143,476 24.6 163,874 26.8 156,322 26.7
Selling, general and
administrative 86,217 14.8 88,851 14.5 83,121 14.2
Impairment of goodwill and
trademarks 67,851 11.6 - 0.0 - 0.0
Gain from disposal of assets (514 ) (0.1 ) (757 ) (0.1 ) (258 ) 0.0
Income (loss) from operations (10,078 ) (1.7 ) 75,780 12.4 73,459 12.5
Other expense, net (2,981 ) (0.5 ) (5,995 ) (1.0 ) (7,094 ) (1.2 )
Earnings (loss) before income
taxes (13,059 ) (2.2 ) 69,785 11.4 66,365 11.3
Provision for income taxes 19,709 3.4 25,195 4.1 24,764 4.2
Net earnings (loss) $ (32,768 ) -5.6 % $ 44,590 7.3 % $ 41,601 7.1 %
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Critical Accounting Policies and Judgments
In preparing our consolidated financial statements, we are required to make
estimates and assumptions that affect the disclosures and reported amounts of
assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expenses during the reporting period. We
evaluate our estimates and judgments on an ongoing basis, including those
related to allowance for doubtful receivables, inventory valuations, property,
plant and equipment, intangible assets, pension plan, accrued liabilities and
income taxes. We base our estimates and judgments on historical experience and
on various other factors that we believe to be reasonable under the
circumstances. Actual results may differ materially from these estimates under
different assumptions or conditions. We believe the following accounting
policies are the most critical due to their affect on our more significant
estimates and judgments used in preparation of our consolidated financial
statements.
We maintain a defined-benefit pension plan for employees. Included in our
financial results are pension costs that are measured using actuarial
valuations. The actuarial assumptions used may differ from actual results. As
our pension assets are invested in marketable securities, fluctuations in market
values could potentially impact our funding status and associated liability
recorded.
Amounts allocated to intangibles are determined based on valuation analysis
for our acquisitions and are amortized over their expected useful lives. We
evaluate these amounts periodically (at least once a year) to determine whether
the value has been impaired by events occurring during the fiscal year.
We exercise judgment in evaluating our long-lived assets for impairment. We
assess the impairment of long-lived assets that include other intangible assets,
goodwill, and property, plant, and equipment annually or whenever events or
changes in circumstances indicate that the carrying value may not be
recoverable. In performing tests of impairment, we must make assumptions
regarding the estimated future cash flows and other factors to determine the
fair value of the respective assets in assessing the recoverability of our long
lived assets. If these estimates or the related assumptions change, we may be
required to record impairment charges for these assets in the future. Actual
results could differ from assumptions made by management. In the fourth quarter
of fiscal year 2009, we recorded a non-cash impairment charge of $63.2 million
and $4.7 million of goodwill and trademarks, respectively. We believe our
businesses will generate sufficient undiscounted cash flow to recover the
investments we have made in property, plant and equipment, as well as the
goodwill and other intangibles recorded as a result of our acquisitions.
However, we cannot predict the occurrence of future impairment triggering events
nor the impact such events might have on our reported asset values. See Risk
Factor - "In 2009 we were required to write down goodwill and other
intangible assets and we may have similar charges in the future, which could
cause our financial condition and results of operations to be negatively
affected in the future" on page 7 of the Report for further discussion.
Revenue is generally recognized upon shipment of products. Net sales consist
of gross sales invoiced to customers, less certain related charges, including
discounts, returns and other allowances. Returns, discounts and other allowances
have historically been insignificant. In some cases and upon customer request,
we print and store custom print product for customer specified future delivery,
generally within twelve months. In this case, risk of loss from obsolescence
passes to the customer, the customer is invoiced under normal credit terms and
revenue is recognized when manufacturing is complete. Approximately
$18.3 million, $20.2 million, and $20.1 million of revenue were recognized under
these agreements during fiscal years ended February 28, 2009, February 29, 2008,
and February 28, 2007 respectively.
Derivative instruments are recognized on the balance sheet at fair value as
determined under Financial Accounting Standard No. 157, "Fair Value
Measurements". Changes in fair values of derivatives are accounted for based
upon their intended use and designation. When utilized, interest rate swaps are
held for purposes other than trading. The Company utilized swap agreements
related to its term and revolving loans to effectively fix the interest rate for
a specified principal amount. The swaps were designated as cash flow hedges, and
the after-tax effect of the mark-to-market valuation that relates to the
effective amount of derivative financial instruments was recorded as an
adjustment to accumulated other comprehensive income with the offset included in
long-term debt. We entered into a $40.0 million interest rate swap designated as
a cash flow hedge related to our variable rate financial instruments. The fair
value of the interest rate swap agreement recorded in the consolidated balance
sheet, excluding accrued interest, at February 28, 2009, was a liability of
approximately $2.2 million. There were no derivatives, swaps or deferred gains
or losses at February 29, 2008.
We maintain an allowance for doubtful receivables to reflect estimated losses
resulting from the inability of customers to make required payments. On an
on-going basis, we evaluate the collectability of accounts receivable based upon
historical collection trends, current economic factors, and the assessment of
the collectability of specific accounts. We evaluate the collectability of
specific accounts using a combination of factors, including the age of the
outstanding balances, evaluation of customers' current and past financial
condition and credit scores, recent payment history, current economic
environment, discussions with our project managers, and discussions with the
customers directly.
Our inventories are valued at the lower of cost or market. We regularly
review inventory values on hand, using specific aging categories, and write down
inventory deemed obsolete and/or slow-moving based on historical usage and
estimated future usage to its estimated market value. As actual future demand or
market conditions may vary from those projected by management, adjustments to
inventory valuations may be required.
As part of the process of preparing our consolidated financial statements, we
are required to estimate our income taxes in each jurisdiction in which we
operate. This process involves estimating our actual current tax exposure
together with assessing temporary differences resulting from different treatment
of items for tax and accounting purposes. These differences result in deferred
tax assets and liabilities, which are included in our consolidated balance
sheets. We must then assess the likelihood that our deferred tax assets will be
recovered from future taxable income. To the extent we believe that recovery is
not likely, we must establish a valuation allowance. To the extent we establish
a valuation allowance we must include an expense within the tax provision in the
consolidated statements of earnings. In the event that actual results differ
from these estimates, our provision for income taxes could be materially
impacted.
In addition to the above, we also have to make assessments as to the adequacy
of our accrued liabilities, more specifically our liabilities recorded in
connection with our workers compensation and health insurance, as these plans
are self funded. To help us in this evaluation process, we routinely get outside
third party assessments of our potential liabilities under each plan.
In view of such uncertainties, investors should not place undue reliance on
our forward-looking statements since such statements speak only as of the date
when made. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Results of Operations - Consolidated
Overview. Our results of operations for the second half of fiscal year ended
2009 was significantly affected by the recent economic downturn. Both our Print
Segment and Apparel Segment saw double digit volume declines during the final
quarter of the year which placed extreme pressure on each Segment's operating
margins. Our apparel sector continues to be impacted by the sluggish retail
landscape which, along with a reduction in retail inventory levels, has
contributed to what we believed to be a temporary increase in inventory at the
manufacturer level. This resulted in intensified pricing pressures in the
marketplace, from both domestic and international competitors. During the fourth
quarter of fiscal year 2009, we commenced cost reduction initiatives in both our
Segments and will continue to adjust our costs to coincide with projected volume
levels. These steps help to mitigate, but not fully offset, the negative impacts
associated with this economic downturn during the fourth quarter. In addition,
due to the significant stock market devaluation experienced this fiscal year, we
were required to take a non-cash impairment charge of $63.2 million and
$4.7 million to goodwill and trademarks, respectively during the fourth quarter
of fiscal 2009.
Net Sales. Our net sales for fiscal year 2009 were $584.0 million, compared
to $610.6 million for fiscal year 2008, a decrease of $26.6 million, or 4.4.%.
Our Print Segment sales decreased by approximately $18.0 million, or 5.2% during
the period while our Apparel Segment sales decreased $8.6 million, or 3.2%. Our
sales for the period were impacted by the significant economic downturn
experienced during the past quarter, as our sales for the nine months ended
November 30, 2008 were up $5.6 million, or 1.2%. During the quarter, both the
Apparel and Print Segments saw double digit declines, with apparel being down
29.6% and print being down 15.8%. See "Results of Operations - Segments" of this
Report for further discussion.
Net sales for fiscal year 2008 were $610.6 million, compared to
$584.7 million for fiscal year 2007, an increase of $25.9 million, or 4.4%. The
increase in our sales during fiscal year 2008 related primarily to an increase
in our Print Segment sales, which increased $19.3 million during the fiscal year
2008, or 5.9%. Our Apparel Segment sales increased by approximately
$6.6 million, or 2.5% during fiscal year 2008. See "Results of Operations -
Segments" of this Report for further discussion.
Cost of Goods Sold. Our cost of goods sold for fiscal year 2009 was
approximately $440.6 million, or 75.4% of sales, compared to $446.7 million, or
73.2% of sales for fiscal year 2008. The decrease in our cost of sales, on a
dollar-basis relates primarily to our decreased sales volume during the period.
The increase in our cost of sales, as a percentage of sales, related primarily
to our Apparel Segment, which experienced significant cost side pressures
relating to material, freight, chemical and utilities during the period, as well
as sell side pressures due to retail inventory strategies and excess inventory
levels at manufacturers. As a result, our overall gross profit margin (net sales
less cost of goods sold), as a percentage of sales, decreased from 26.8 % in
fiscal year 2008 to 24.6% in fiscal year 2009. Our apparel margins decreased
from 26.4% to 22.6%, while our print margins decreased from 27.2% to 26.1%, for
fiscal years 2008 and 2009, respectively. Our apparel margins were especially
impacted during the fourth quarter, by the abrupt turndown in the economy which
throttled demand at the retail level creating excess inventory at the
manufacturing level which put further pricing pressures in the marketplace. See
"Results of Operations - Segments" of this Report for further discussion.
Our cost of goods sold for fiscal year 2008 was approximately $446.7 million,
or 73.2% of sales, compared to $428.4 million, or 73.3% of sales for fiscal year
2007. The increase in our cost of sales during fiscal year 2008, on a
dollar-basis relates primarily to our increased sales volume as previously
discussed. Our gross profit margins, as a percentage of sales, was 26.8% for
fiscal year ending February 29, 2008, a slight increase over 26.7% for fiscal
year ended February 28, 2007. Our gross profit margins increased in our Print
Segment from 25.2% to 27.2%, while our Apparel Segment margins decreased from
28.7% to 26.4% for fiscal year 2007 and 2008, respectively. See "Results of
Operations - Segments" of this Report for further discussion.
Selling, general, and administrative expenses. For fiscal year 2009, our
selling, general and administrative expenses decreased approximately
$2.7 million, or 3.0% from $88.9 million, or 14.6% of sales for fiscal year 2008
to $86.2 million, or 14.8% of sales for fiscal year 2009. On a dollar basis,
these expenses decreased primarily as a result of our cost reduction
initiatives, lower employment and factoring expenses, offset by higher bad debt
expense, associated with the bankruptcy filing of a large apparel customer and
higher health insurance expense. On a percentage basis, these expenses increased
primarily as a result of our decline in sales during the period.
For fiscal year 2008, our selling, general and administrative expenses were
$88.9 million, or 14.6% of sales, compared to $83.1 million, or 14.2% of sales
for fiscal year 2007, or an increase of $5.8 million, or 7.0%. On a dollar and
percentage basis, these expenses increased primarily as a result of our
acquisitions and the increase in our
miscellaneous expenses, which was attributable to a significant increase in our
credit card fees due to increased usage of credit/purchase cards by our
customers.
Gain from disposal of assets. The gain from disposal of assets of $514,000
for fiscal year ended February 28, 2009 resulted from $334,000 gain from sale of
vacant facilities and $180,000 gain from sale of equipment. The gain from
disposal of assets of $757,000 for the fiscal year ended February 29, 2008
resulted primarily from the sale of two print manufacturing facilities located
in Dallas, Texas.
Impairment of goodwill and trademarks. After conducting our annual impairment
testing, we determined $63.2 million of goodwill and $4.7 million trademarks
associated with our Apparel Segment was impaired. The impairment charge is
primarily the result of the current adverse economic conditions and the
resulting impact on the financial market valuation multiples.
Income from operations. Our income from operations for fiscal year 2009
decreased from operational earnings of $75.8 million, or 12.4% of sales for
fiscal year 2008, to an operational loss of $10.1 million, or -1.7% of sales for
fiscal year 2009. The dollar decrease in our operational earnings during fiscal
year 2009, related primarily to the non-cash impairment charge of $67.9 million
and decrease in sales as discussed previously.
Our earnings from operations for fiscal year 2008 increased by approximately
$2.3 million, or 3.1%, from operational earnings of $73.5 million in fiscal year
2007 to operational earnings of $75.8 million in fiscal year 2008. As a
percentage of sales, our operational earnings were 12.4% for fiscal year 2008
and 12.6% for fiscal year 2007, respectively. The increase in our operational
earnings, on a dollar basis, during fiscal year 2008 related primarily to the
increase in sales due to our acquisitions of Trade and B&D in fiscal year 2008
and full year revenue associated with our fiscal year 2007 acquisition of Block.
The slight decrease in our operational earnings, as a percentage of sales,
related primarily to the increase of selling, general and administrative
expenses during fiscal year 2008 as previously discussed.
Other income and expense Our interest expense was $3.4 million, $5.7 million
and $6.9 million for fiscal years 2009, 2008 and 2007, respectively. Our
interest expense decreased in fiscal year 2009 and 2008 due to less debt on
average being outstanding for each prior fiscal year and a lower effective
borrowing rate during fiscal year 2008.
Provision for income taxes. Our effective tax rates for fiscal years 2009,
2008 and 2007 were -150.9%, 36.1 % and 37.3%, respectively. The increase in the
effective tax rate for 2009 was due to a non-deductible goodwill impairment
charge of $63.2 million. The decrease in our effective tax rate during 2008 over
the comparable prior year related primarily to an increase in our Domestic
Production Activities Deduction and State Income Tax Credit. The increase in our
overall effective tax rate during fiscal year 2007 related primarily to an
increase in our effective foreign and state income tax rates.
Net earnings. Our net earnings decreased from approximately $44.6 million, or
7.3% of sales for fiscal year 2008 to a loss of $32.8 million, or -5.6% of sales
for fiscal year 2009. Basic earnings per share decreased from earnings of $1.74
per share for fiscal year 2008 to a loss of $1.27 per share for fiscal year
2009. Diluted earnings per share decreased from earnings of $1.72 per share for
fiscal year 2008 to a loss of $1.27 per share for fiscal year 2009. The decrease
in net earnings during the period related primarily to our decrease in sales and
non-cash impairment charge of $67.9 million, as previously discussed. Without
the impairment charge and certain other unusual items (bankruptcy of large
apparel customer and higher than normal inventory reserve charge), our diluted
earnings per share for the current year would have been $1.46 per share.
Our net earnings increased from earnings of $41.6 million, or 7.1% of sales
in fiscal year 2007 to $44.6 million, or 7.3% of sales in fiscal year 2008.
Basic earnings per share increased from earnings of $1.63 per share to $1.74 per
share in fiscal years 2007 and 2008, respectively. Diluted earnings per share
increased from earnings of $1.62 per share to $1.72 per share in fiscal years
2007 and 2008, respectively. The increase in our net earnings during the period
related primarily to our increased sales volume and our lower effective tax
rate.
Results of Operations - Segments
Fiscal Years Ended
Net Sales by Segment (in thousands) 2009 2008 2007
Print $ 327,034 $ 345,042 $ 325,679
Apparel 256,995 265,568 259,034
Total $ 584,029 $ 610,610 $ 584,713
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Print Segment. The print segment net sales represented 56.0%, 56.5%, and
55.7% of our consolidated net sales for fiscal years 2009, 2008, and 2007,
respectively.
Our net sales for the Print Segment were approximately $327.0 million for
fiscal year 2009 compared to approximately $345.0 million for fiscal year 2008,
or a decrease of $18.0 million, or 5.2%. The decline in our Print Segment's
sales for the period occurred primarily during the last quarter, where sales
were down $13.8 million or 15.8% over the comparable period last year, and was
due to the significant decline in the economy during the quarter. The decrease
was partially offset by increased sales from our acquisition of B&D, Skyline and
Trade which were acquired October 5, 2007 and September 17, 2007, respectively.
The positive impact of these acquired entities on sales was $17.4 million for
the fiscal year ended February 28, 2009. Sales from our traditional print plants
continue to be impacted by the general economic conditions and the continued
contraction of traditional business forms which occurs as customers continue to
migrate away from traditional printed business form products due to
technological advancements.
Our net sales for the Print Segment were approximately $345.0 million for
fiscal year 2008 compared to approximately $325.7 million for fiscal year 2007,
or an increase of $19.3 million, or 5.9%. The increase in the Print Segment's
net sales for the fiscal year 2008 related primarily to our acquisition of B&D
and Trade and the full year impact of our acquisition of Block Graphics, Inc.
("Block") which was acquired on August 8, 2006. Net sales for the acquired
entities were $53.3 million for the fiscal year ended 2008 compared to
$24.9 million for the fiscal year ended 2007. The impact of the increase in
sales from our acquired entities was offset by the planned attrition of low
margin print sales and the decline in our commercial print operations over
comparable periods last year due to the impact of the loss of two large
promotional customers. While this impacted our sales during fiscal year 2008 by
approximately $3.3 million, we feel the impact associated with these accounts
has matured as the sales in our commercial print operations during the last six
months of fiscal year ended 2008 has been above comparable sales levels last
year. Due to the contracting nature of the print industry, our traditional print
plants saw their sales decline by approximately $5.8 million, or 2.0% during
fiscal year 2008.
Apparel Segment. The Apparel Segment net sales represented 44.0%, 43.5%, and
44.3% of our consolidated net sales for fiscal years 2009, 2008 and 2007
respectively.
Our fiscal year 2009 net sales for the Apparel Segment was approximately
$257.0 million compared to approximately $265.6 million for fiscal year 2008, or
a decrease of $8.6 million, or 3.2%. The decrease in our apparel sales for the
current fiscal year is the result of decreased sales during the fourth quarter
where apparel sales were down $18.3 million, or 29.6%. Our Apparel Segment
continues to be impacted by the sluggish retail landscape which has contributed
to inventory levels being reduced at the retail level and correspondingly
increased at the manufacturers' level. This resulted in intensified pricing
pressures in the marketplace, from both domestic and international competitors
during the fourth quarter, which placed additional pressures on top lines and on
operational margins..
For fiscal year 2008, our Apparel Segment net sales were approximately
$265.6 million compared to approximately $259.0 million for fiscal year 2007, or
an increase of $6.6 million, or 2.5%. The increase in the Apparel Segment's net
sales during fiscal year 2008 was primarily due to increased volume associated
with new customers and increased sales to existing customers. Management
believes that the Apparel sales during fiscal year 2008 were negatively impacted
during the first six months by lower inventory levels at the beginning of the
fiscal year, which hindered the Apparel Segment's ability to capture certain
opportunity sales during this period. Traditionally, the Apparel Segment
rebuilds its inventory levels in the last half of the fiscal year for the
upcoming summer buying season due to the normal falloff of demand during the
winter season. However, during the second half of fiscal year 2007, demand was
at or above forecasted sales levels. As a result, production levels were only
able to stay abreast of then current sales levels, which resulted in inventory
levels not being as robust in the fourth quarter of fiscal year 2007 as during
the same period the previous fiscal year. Consequently, several initiatives were
implemented during the first and second quarters of fiscal year 2008 to improve
the Apparel Segment's inventory levels and to meet forecasted demand.
Significant progress was made on these initiatives during the second and third
quarters of fiscal year 2008 and the Apparel Segment's inventory levels during
the third quarter were significantly improved, which management believes allowed
the apparel sales to return to more normalized sales growth levels during the
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