##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 For the Quarterly Period Ended August 31, 2007
 OR
 o
    
    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.
  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)
 (972) 775-9801
 þ o
  o þ o
 o þ




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##### 



ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED AUGUST 31, 2007
 TABLE OF CONTENTS
 PART I: FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Consolidated Balance Sheets at August 31, 2007 (unaudited) and February 28, 2007
    
    
    3Unaudited Consolidated Statements of Earnings for the three and six months ended August 31, 2007
and 2006
    
    
    5Unaudited Consolidated Statements of Cash Flows for the six months ended August 31, 2007 and 2006
    
    
    6Notes to the Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    34Item 4. Controls and Procedures
    
    
    35PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    36Item 1A. Risk Factors
    
    
    36Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    36Item 3. Defaults Upon Senior Securities
    
    
    36Item 4. Submission of Matters to a Vote of Security Holders
    
    
    36Item 5. Other Information
    
    
    36Item 6. Exhibits
    
    
    36SIGNATURES
    
    
    37Certification Pursuant to Rule 13a-14(a)/15d-14(a) of Chief Executive OfficerCertification Pursuant to Rule 13a-14(a)/15d-14(a) of Chief Financial OfficerSection 1350 Certification of Chief Executive OfficerSection 1350 Certification of Chief Financial Officer
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 ENNIS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands )
 August 31,
    
    
    February 28,2007
    
    
    2007(unaudited)AssetsCurrent assetsCash and cash equivalents
    
    $
    3,530
    
    
    $
    3,582Accounts receivable, net of allowance for doubtful receivables
of $3,376 at August 31, 2007 and $2,698 at February 28, 2007
    
    
    54,723
    
    
    
    47,285Prepaid expenses
    
    
    4,174
    
    
    
    5,628Inventories
    
    
    95,096
    
    
    
    85,696Deferred income taxes
    
    
    7,780
    
    
    
    7,444Assets held for sale
    
    
    833
    
    
    
    1,881Total current assets
    
    
    166,136
    
    
    
    151,516Property, plant and equipment, at costPlant, machinery and equipment
    
    
    128,944
    
    
    
    127,521Land and buildings
    
    
    40,873
    
    
    
    40,680Other
    
    
    22,364
    
    
    
    22,506Total property, plant and equipment
    
    
    192,181
    
    
    
    190,707Less accumulated depreciation
    
    
    132,758
    
    
    
    127,650Net property, plant and equipment
    
    
    59,423
    
    
    
    63,057Goodwill
    
    
    178,388
    
    
    
    178,314Trademarks and tradenames, net
    
    
    62,977
    
    
    
    63,052Customer lists, net
    
    
    19,450
    
    
    
    20,287Deferred finance charges, net
    
    
    1,158
    
    
    
    1,382Other assets
    
    
    637
    
    
    
    620Total assets
    
    $
    488,169
    
    
    $
    478,228
 See accompanying notes to consolidated financial statements.
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ENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS  (Dollars in thousands, except for share amounts )
 August 31,
    
    
    February 28,2007
    
    
    2007(unaudited)Liabilities and Shareholders EquityCurrent liabilitiesAccounts payable
    
    $
    30,135
    
    
    $
    25,597Accrued expensesEmployee compensation and benefits
    
    
    13,092
    
    
    
    15,799Taxes other than income
    
    
    821
    
    
    
    611Federal and state income taxes payable
    
    
    
    
    
    
    973Other
    
    
    7,576
    
    
    
    5,615Current installments of long-term debt
    
    
    425
    
    
    
    652Total current liabilities
    
    
    52,049
    
    
    
    49,247Long-term debt, less current installments
    
    
    80,302
    
    
    
    88,971Liability for pension benefits
    
    
    3,510
    
    
    
    2,702Deferred income taxes
    
    
    19,878
    
    
    
    19,603Other liabilities
    
    
    483
    
    
    
    1,302Total liabilities
    
    
    156,222
    
    
    
    161,825Commitments and contingenciesShareholders equitySeries A junior participating preferred stock of $10 par value,
Authorized 1,000,000 shares; none issued
    
    
    
    
    
    
    Common stock $2.50 par value, authorized 40,000,000 shares;
issued 30,053,443 shares at August 31 and February 28, 2007
    
    
    75,134
    
    
    
    75,134Additional paid in capital
    
    
    122,257
    
    
    
    122,305Retained earnings
    
    
    220,941
    
    
    
    207,190Accumulated other comprehensive income (loss):Foreign currency translation
    
    
    502
    
    
    
    25Minimum pension liability
    
    
    (7,396
    )
    
    
    (7,396
    )(6,894
    )
    
    
    (7,371
    )411,438
    
    
    
    397,258Treasury stockCost of 4,400,413 shares at August 31, 2007 and
4,475,962 shares at February 28, 2007
    
    
    (79,491
    )
    
    
    (80,855
    )Total shareholders equity
    
    
    331,947
    
    
    
    316,403Total liabilities and shareholders equity
    
    $
    488,169
    
    
    $
    478,228
 See accompanying notes to consolidated financial statements.
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ENNIS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF EARNINGS
 ( Dollars in thousands except share and per share amounts )
 (Unaudited)
 Three months ended
    
    
    Six months endedAugust 31,
    
    
    August 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    150,086
    
    
    $
    151,718
    
    
    $
    302,860
    
    
    $
    296,831Cost of goods sold
    
    
    111,466
    
    
    
    113,477
    
    
    
    225,673
    
    
    
    220,775Gross profit
    
    
    38,620
    
    
    
    38,241
    
    
    
    77,187
    
    
    
    76,056Selling, general and administrative
    
    
    18,744
    
    
    
    18,322
    
    
    
    37,731
    
    
    
    36,400Income from operations
    
    
    19,876
    
    
    
    19,919
    
    
    
    39,456
    
    
    
    39,656Other income (expense)Interest expense
    
    
    (1,393
    )
    
    
    (1,718
    )
    
    
    (2,885
    )
    
    
    (3,510
    )Other income (expense), net
    
    
    (803
    )
    
    
    281
    
    
    
    (1,754
    )
    
    
    319(2,196
    )
    
    
    (1,437
    )
    
    
    (4,639
    )
    
    
    (3,191
    )Earnings before income taxes
    
    
    17,680
    
    
    
    18,482
    
    
    
    34,817
    
    
    
    36,465Provision for income taxes
    
    
    6,542
    
    
    
    6,839
    
    
    
    12,883
    
    
    
    13,492Net earnings
    
    $
    11,138
    
    
    $
    11,643
    
    
    $
    21,934
    
    
    $
    22,973Weighted average common shares
outstandingBasic
    
    
    25,601,683
    
    
    
    25,519,344
    
    
    
    25,593,522
    
    
    
    25,499,426Diluted
    
    
    25,855,156
    
    
    
    25,736,132
    
    
    
    25,857,065
    
    
    
    25,715,959Per share amountsNet earnings  basic
    
    $
    0.44
    
    
    $
    0.46
    
    
    $
    0.86
    
    
    $
    0.90Net earnings  diluted
    
    $
    0.43
    
    
    $
    0.45
    
    
    $
    0.85
    
    
    $
    0.89Cash dividends per share
    
    $
    0.155
    
    
    $
    0.155
    
    
    $
    0.310
    
    
    $
    0.310
 See accompanying notes to consolidated financial statements.
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ENNIS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Dollars in thousands)
 (Unaudited)
 Six months endedAugust 31,2007
    
    
    2006Cash flows from operating activities:Net earnings
    
    $
    21,934
    
    
    $
    22,973Adjustments to reconcile net earnings to net cash provided
by operating activities:Depreciation
    
    
    6,430
    
    
    
    7,560Amortization of deferred finance charges
    
    
    224
    
    
    
    222Amortization of trademarks and customer lists
    
    
    929
    
    
    
    1,000Loss (Gain) on the sale of equipment
    
    
    9
    
    
    
    (251
    )Bad debt expense
    
    
    896
    
    
    
    455Stock based compensation
    
    
    321
    
    
    
    125Excess tax benefit of stock option exercises
    
    
    (337
    )
    
    
    (54
    )Deferred income taxes
    
    
    (254
    )
    
    
    Changes in operating assets and liabilities, net of the
effects of acquisition:Accounts receivable
    
    
    (8,043
    )
    
    
    (3,690
    )Prepaid expenses
    
    
    1,462
    
    
    
    (1,710
    )Inventories
    
    
    (9,036
    )
    
    
    2,414Other current assets
    
    
    1
    
    
    
    (1
    )Other assets
    
    
    (34
    )
    
    
    (640
    )Accounts payable and accrued expenses
    
    
    2,998
    
    
    
    (3,809
    )Other liabilities
    
    
    (819
    )
    
    
    (1,001
    )Liability for pension benefits
    
    
    808
    
    
    
    920Net cash provided by operating activities
    
    
    17,489
    
    
    
    24,513Cash flows from investing activities:Capital expenditures
    
    
    (1,777
    )
    
    
    (1,811
    )Purchase of business, net of cash acquired
    
    
    
    
    
    
    (17,613
    )Proceeds from disposal of plant and property
    
    
    27
    
    
    
    2,781Net cash used in investing activities
    
    
    (1,750
    )
    
    
    (16,643
    )Cash flows from financing activities:Borrowings on debt
    
    
    
    
    
    
    15,000Repayment of debt
    
    
    (8,896
    )
    
    
    (15,453
    )Dividends
    
    
    (7,943
    )
    
    
    (7,908
    )Proceeds from exercise of stock options
    
    
    658
    
    
    
    440Excess tax benefit of stock option exercises
    
    
    337
    
    
    
    54Net cash used in financing activities
    
    
    (15,844
    )
    
    
    (7,867
    )Effect of exchange rate changes on cash
    
    
    53
    
    
    
    9Net change in cash and cash equivalents
    
    
    (52
    )
    
    
    12Cash and cash equivalents at beginning of period
    
    
    3,582
    
    
    
    13,860Cash and cash equivalents at end of period
    
    $
    3,530
    
    
    $
    13,872
 See accompanying notes to consolidated financial statements.
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 1. Basis of Presentation
  Recent Accounting Pronouncements
 FIN 48
   FAS 157 .
 FAS 159 .
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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 1. Significant Accounting Policies and General Matters-continued
  2. Due From Factors
     August 31,
    
    
    February 28,2007
    
    
    2007Outstanding factored receivablesWithout recourse
    
    $
    11,256
    
    
    $
    18,766With recourse
    
    
    581
    
    
    
    405Advances from factors
    
    
    (9,313
    )
    
    
    (16,088
    )Due from factors
    
    $
    2,524
    
    
    $
    3,083
 3. Accounts Receivable and Allowance for Doubtful Receivables
   8




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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 3. Accounts Receivable and Allowance for Doubtful Receivables- continued
  Three months ended
    
    
    Six months endedAugust 31
    
    
    August 312007
    
    
    2006
    
    
    2007
    
    
    2006Balance at beginning of period
    
    $
    2,973
    
    
    $
    2,957
    
    
    $
    2,698
    
    
    $
    3,001Bad debt expense
    
    
    523
    
    
    
    455
    
    
    
    896
    
    
    
    455Recoveries
    
    
    2
    
    
    
    8
    
    
    
    3
    
    
    
    99Accounts written off
    
    
    (122
    )
    
    
    (194
    )
    
    
    (221
    )
    
    
    (329
    )Balance at end of period
    
    $
    3,376
    
    
    $
    3,226
    
    
    $
    3,376
    
    
    $
    3,226
 4. Inventories
   August 31,
    
    
    February 28,2007
    
    
    2007Raw material
    
    $
    14,200
    
    
    $
    11,074Work-in-process
    
    
    18,506
    
    
    
    16,694Finished goods
    
    
    62,390
    
    
    
    57,928$
    95,096
    
    
    $
    85,696
 5. Acquisitions
   Accounts receivable
    
    $
    2,492Inventories
    
    
    1,864Property, plant & equipment
    
    
    7,398Other assets
    
    
    152Deferred income taxes
    
    
    2,166Trademarks
    
    
    1,260Accounts payable and accrued liabilities
    
    
    (2,292
    )$
    13,040
 9




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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 5. Acquisitions-continued
   Accounts receivable
    
    $
    826Inventories
    
    
    579Property, plant & equipment
    
    
    3,689Other assets
    
    
    5Deferred income taxes
    
    
    1,780Noncompete
    
    
    25Accounts payable and accrued liabilities
    
    
    (2,316
    )$
    4,588
  Three months ended
    
    Six months endedAugust 31,
    
    August 31,2006
    
    2006Pro forma net sales
    
    $
    158,468
    
    
    $
    314,503Pro forma net earnings
    
    
    11,539
    
    
    
    22,786Pro forma earnings per share  diluted
    
    
    0.45
    
    
    
    0.88
  6. Goodwill and Other Intangible Assets
   10




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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 6. Goodwill and Other Intangible Assets-continued
  GrossCarrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    NetAs of August 31, 2007Amortized intangible assets (in thousands)Tradenames
    
    $
    1,234
    
    
    $
    517
    
    
    $
    717Purchased customer lists
    
    
    24,057
    
    
    
    4,607
    
    
    
    19,450Noncompete
    
    
    467
    
    
    
    434
    
    
    
    33$
    25,758
    
    
    $
    5,558
    
    
    $
    20,200As of February 28, 2007Amortized intangible assets (in thousands)Tradenames
    
    $
    1,234
    
    
    $
    442
    
    
    $
    792Purchased customer lists
    
    
    24,057
    
    
    
    3,770
    
    
    
    20,287Noncompete
    
    
    467
    
    
    
    417
    
    
    
    50$
    25,758
    
    
    $
    4,629
    
    
    $
    21,129
 August 31, 2007
    
    
    February 28, 2007Unamortized intangible assets (in thousands)Trademarks
    
    $
    62,260
    
    
    $
    62,260
   2008
    
    $
    1,852,0002009
    
    
    1,827,0002010
    
    
    1,811,0002011
    
    
    1,810,0002012
    
    
    1,810,0002013
    
    
    1,766,000
  Print
    
    
    ApparelSegment
    
    
    SegmentTotal
    
    
    Total
    
    
    TotalBalance as of March 1, 2006
    
    $
    40,580
    
    
    $
    137,700
    
    
    $
    178,280Goodwill adjusted during year
    
    
    34
    
    
    
    
    
    
    
    34Impairment losses
    
    
    
    
    
    
    
    
    
    
    Balance as of March 1, 2007
    
    
    40,614
    
    
    
    137,700
    
    
    
    178,314Goodwill adjusted during period
    
    
    74
    
    
    
    
    
    
    
    74Impairment losses
    
    
    
    
    
    
    
    
    
    
    Balance as of August 31, 2007
    
    $
    40,688
    
    
    $
    137,700
    
    
    $
    178,388
 11




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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 7. Other Accrued Expenses
  August 31, 2007
    
    
    February 28, 2007Accrued interest
    
    $
    874
    
    
    $
    975Accrued taxes
    
    
    363
    
    
    
    424Accrued legal and professional fees
    
    
    278
    
    
    
    267Accrued utilities
    
    
    825
    
    
    
    786Accrued imports
    
    
    1,523
    
    
    
    Factored receivables with recourse
    
    
    1,128
    
    
    
    772Other accrued expenses
    
    
    2,585
    
    
    
    2,391$
    7,576
    
    
    $
    5,615
 8. Long-Term Debt
  August 31, 2007
    
    
    February 28, 2007Revolving credit facility
    
    $
    80,000
    
    
    $
    88,500Capital lease obligations
    
    
    581
    
    
    
    784Note payable to finance company
    
    
    133
    
    
    
    314Other
    
    
    13
    
    
    
    2580,727
    
    
    
    89,623Less current installments
    
    
    425
    
    
    
    652Long-term debt
    
    $
    80,302
    
    
    $
    88,971
    12




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ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 9. Shareholders Equity
  Three months ended August 31,
    
    
    Six months ended August 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Net earnings
    
    $
    11,138
    
    
    $
    11,643
    
    
    $
    21,934
    
    
    $
    22,973Foreign currency translation adjustment,
net of deferred taxes
    
    
    43
    
    
    
    (43
    )
    
    
    477
    
    
    
    (31
    )Comprehensive income
    
    $
    11,181
    
    
    $
    11,600
    
    
    $
    22,411
    
    
    $
    22,942
  AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury StockShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Shares
    
    
    Amount
    
    
    TotalBalance February 28,
2007
    
    
    30,053,443
    
    
    
    75,134
    
    
    
    122,305
    
    
    
    207,190
    
    
    
    (7,371
    )
    
    
    (4,475,962
    )
    
    
    (80,855
    )
    
    
    316,403Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,934
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,934Foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    477
    
    
    
    
    
    
    
    
    
    
    
    477Comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,411Cumulative impact
of a change
in accounting
for income tax
uncertainties
pursuant to
FIN 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (240
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (240
    )Dividends declared
($.31 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,943
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,943
    )Excess tax benefit of
stock option
exercises and
restricted
stock grants
    
    
    
    
    
    
    
    
    
    
    337
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    337Stock based
compensation
    
    
    
    
    
    
    
    
    
    
    321
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    321Exercise of stock
options and
restricted
stock grants
    
    
    
    
    
    
    
    
    
    
    (706
    )
    
    
    
    
    
    
    
    
    
    
    75,549
    
    
    
    1,364
    
    
    
    658Balance August 31,
2007
    
    
    30,053,443
    
    
    $
    75,134
    
    
    $
    122,257
    
    
    $
    220,941
    
    
    $
    (6,894
    )
    
    
    (4,400,413
    )
    
    $
    (79,491
    )
    
    $
    331,947
 13




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 10. Stock Option Plans and Stock Based Compensation
     WeightedNumber
    
    Weighted
    
    Average
    
    Aggregateof
    
    Average
    
    Remaining
    
    IntrinsicShares
    
    Exercise
    
    Contractual
    
    Value(exact quantity)
    
    Price
    
    Life(in years)
    
    (in thousands)Outstanding at February 28, 2007
    
    
    553,513
    
    
    $
    11.08Granted
    
    
    
    
    
    
    Terminated
    
    
    (20,500
    )
    
    
    15.15Exercised
    
    
    (62,250
    )
    
    
    10.58Outstanding at August 31, 2007
    
    
    470,763
    
    
    $
    10.97
    
    
    
    3.4
    
    
    $
    5,076Exercisable at August 31, 2007
    
    
    425,163
    
    
    $
    10.47
    
    
    
    3.0
    
    
    $
    4,797
  Three months ended
    
    Six months endedAugust 31,
    
    August 31,2007
    
    2006
    
    2007
    
    2006Total cash received
    
    $
    655
    
    
    $
    425
    
    
    $
    658
    
    
    $
    440Income tax benefits
    
    
    337
    
    
    
    51
    
    
    
    337
    
    
    
    54Total grant-date fair value
    
    
    81
    
    
    
    76
    
    
    
    81
    
    
    
    78Intrinsic value
    
    
    601
    
    
    
    1,013
    
    
    
    605
    
    
    
    1,027
  14




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 10. Stock Option Plans and Stock Based Compensation-continued
 WeightedAverageNumber
    
    Grant Dateof Options
    
    Fair ValueUnvested at February 28, 2007
    
    
    99,025
    
    
    $
    2.52New grants
    
    
    
    
    
    
    Vested
    
    
    (33,425
    )
    
    
    2.35Forfeited
    
    
    (20,000
    )
    
    
    2.53Unvested at August 31, 2007
    
    
    45,600
    
    
    
    2.64
   WeightedAverageNubmer of
    
    Grant DateShares
    
    Fair ValueOutstanding at February 28, 2007
    
    
    39,919
    
    
    $
    19.67Granted
    
    
    56,600
    
    
    
    26.79Terminated
    
    
    (1,334
    )
    
    
    19.64Exercised
    
    
    (13,299
    )
    
    
    19.67Outstanding at August 31, 2007
    
    
    81,886
    
    
    $
    24.59Exercisable at August 31, 2007
    
    
    
    
    
    $
    
  11. Employee Benefit Plans
  15




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 11. Employee Benefit Plans-continued
  Three months ended
    
    
    Six months endedAugust 31,
    
    
    August 31,Components of net periodic benefit cost
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Service cost
    
    $
    357
    
    
    $
    358
    
    
    $
    715
    
    
    $
    718Interest cost
    
    
    627
    
    
    
    610
    
    
    
    1,253
    
    
    
    1,220Expected return on plan assets
    
    
    (770
    )
    
    
    (712
    )
    
    
    (1,540
    )
    
    
    (1,424
    )Amortization of:Prior service cost
    
    
    (36
    )
    
    
    (36
    )
    
    
    (72
    )
    
    
    (72
    )Unrecognized net loss
    
    
    226
    
    
    
    239
    
    
    
    452
    
    
    
    478Net periodic benefit cost
    
    $
    404
    
    
    $
    459
    
    
    $
    808
    
    
    $
    920
  12. Earnings per share
  Three months ended
    
    
    Six months endedAugust 31,
    
    
    August 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Basic weighted average common shares outstanding
    
    
    25,601,683
    
    
    
    25,519,344
    
    
    
    25,593,522
    
    
    
    25,499,426Effect of dilutive options
    
    
    253,473
    
    
    
    216,788
    
    
    
    263,543
    
    
    
    216,533Diluted weighted average common shares outstanding
    
    
    25,855,156
    
    
    
    25,736,132
    
    
    
    25,857,065
    
    
    
    25,715,959Per share amounts:Net earnings  basic
    
    $
    0.44
    
    
    $
    0.46
    
    
    $
    0.86
    
    
    $
    0.90Net earnings  diluted
    
    $
    0.43
    
    
    $
    0.45
    
    
    $
    0.85
    
    
    $
    0.89Cash dividends
    
    $
    0.155
    
    
    $
    0.155
    
    
    $
    0.310
    
    
    $
    0.310
 13. Segment Information and Geographic Information
   16




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 13. Segment Information and Geographic Information-continued
  ® ®
     Print
    
    Apparel
    
    
    
    
    
    ConsolidatedSegment
    
    Segment
    
    Corporate
    
    TotalsThree months ended August 31, 2007:Net sales
    
    $
    83,563
    
    
    $
    66,523
    
    
    $
    
    
    
    $
    150,086Depreciation
    
    
    2,025
    
    
    
    880
    
    
    
    224
    
    
    
    3,129Amortization of identifiable intangibles
    
    
    96
    
    
    
    367
    
    
    
    
    
    
    
    463Segment earnings (loss) before
income tax
    
    
    13,959
    
    
    
    7,589
    
    
    
    (3,868
    )
    
    
    17,680Segment assets
    
    
    147,170
    
    
    
    330,161
    
    
    
    10,838
    
    
    
    488,169Capital expenditures
    
    
    321
    
    
    
    417
    
    
    
    21
    
    
    
    759Three months ended August 31, 2006:Net sales
    
    $
    82,255
    
    
    $
    69,463
    
    
    $
    
    
    
    $
    151,718Depreciation
    
    
    2,041
    
    
    
    1,475
    
    
    
    150
    
    
    
    3,666Amortization of identifiable intangibles
    
    
    99
    
    
    
    404
    
    
    
    
    
    
    
    503Segment earnings (loss) before
income tax
    
    
    11,384
    
    
    
    10,288
    
    
    
    (3,190
    )
    
    
    18,482Segment assets
    
    
    169,573
    
    
    
    323,260
    
    
    
    16,771
    
    
    
    509,604Capital expenditures
    
    
    640
    
    
    
    465
    
    
    
    70
    
    
    
    1,175
 17




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 13. Segment Information and Geographic Information-continued
 Print
    
    Apparel
    
    
    
    
    
    ConsolidatedSegment
    
    Segment
    
    Corporate
    
    TotalsSix months ended August 31, 2007:Net sales
    
    $
    168,698
    
    
    $
    134,162
    
    
    $
    
    
    
    $
    302,860Depreciation
    
    
    4,094
    
    
    
    1,888
    
    
    
    448
    
    
    
    6,430Amortization of identifiable intangibles
    
    
    195
    
    
    
    734
    
    
    
    
    
    
    
    929Segment earnings (loss) before
income tax
    
    
    26,996
    
    
    
    15,974
    
    
    
    (8,153
    )
    
    
    34,817Segment assets
    
    
    147,170
    
    
    
    330,161
    
    
    
    10,838
    
    
    
    488,169Capital expenditures
    
    
    923
    
    
    
    826
    
    
    
    28
    
    
    
    1,777Six months ended August 31, 2006:Net sales
    
    $
    159,351
    
    
    $
    137,480
    
    
    $
    
    
    
    $
    296,831Depreciation
    
    
    4,065
    
    
    
    3,194
    
    
    
    301
    
    
    
    7,560Amortization of identifiable intangibles
    
    
    192
    
    
    
    808
    
    
    
    
    
    
    
    1,000Segment earnings (loss) before
income tax
    
    
    22,655
    
    
    
    20,330
    
    
    
    (6,520
    )
    
    
    36,465Segment assets
    
    
    169,573
    
    
    
    323,260
    
    
    
    16,771
    
    
    
    509,604Capital expenditures
    
    
    1,011
    
    
    
    652
    
    
    
    148
    
    
    
    1,811
  United States
    
    Canada
    
    Mexico
    
    TotalThree months ended August 31, 2007:Net sales to unaffiliated customersPrint Segment
    
    $
    83,563
    
    
    $
    
    
    
    $
    
    
    
    $
    83,563Apparel Segment
    
    
    61,777
    
    
    
    4,746
    
    
    
    
    
    
    
    66,523$
    145,340
    
    
    $
    4,746
    
    
    $
    
    
    
    $
    150,086Identifiable long-lived assetsPrint Segment
    
    $
    42,131
    
    
    $
    
    
    
    $
    
    
    
    $
    42,131Apparel Segment
    
    
    8,341
    
    
    
    91
    
    
    
    2,338
    
    
    
    10,770Corporate
    
    
    6,522
    
    
    
    
    
    
    
    
    
    
    
    6,522$
    56,994
    
    
    $
    91
    
    
    $
    2,338
    
    
    $
    59,423Three months ended August 31, 2006:Net sales to unaffiliated customersPrint Segment
    
    $
    82,255
    
    
    $
    
    
    
    $
    
    
    
    $
    82,255Apparel Segment
    
    
    64,327
    
    
    
    5,136
    
    
    
    
    
    
    
    69,463$
    146,582
    
    
    $
    5,136
    
    
    $
    
    
    
    $
    151,718Identifiable long-lived assetsPrint Segment
    
    $
    49,909
    
    
    $
    
    
    
    $
    
    
    
    $
    49,909Apparel Segment
    
    
    10,697
    
    
    
    120
    
    
    
    3,189
    
    
    
    14,006Corporate
    
    
    6,116
    
    
    
    
    
    
    
    
    
    
    
    6,116$
    66,722
    
    
    $
    120
    
    
    $
    3,189
    
    
    $
    70,031
 18




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 13. Segment Information and Geographic Information-continued
 United States
    
    
    Canada
    
    
    Mexico
    
    
    TotalSix months ended August 31, 2007:Net sales to unaffiliated customersPrint Segment
    
    $
    168,698
    
    
    $
    
    
    
    $
    
    
    
    $
    168,698Apparel Segment
    
    
    124,794
    
    
    
    9,368
    
    
    
    
    
    
    
    134,162$
    293,492
    
    
    $
    9,368
    
    
    $
    
    
    
    $
    302,860Identifiable long-lived assetsPrint Segment
    
    $
    42,131
    
    
    $
    
    
    
    $
    
    
    
    $
    42,131Apparel Segment
    
    
    8,341
    
    
    
    91
    
    
    
    2,338
    
    
    
    10,770Corporate
    
    
    6,522
    
    
    
    
    
    
    
    
    
    
    
    6,522$
    56,994
    
    
    $
    91
    
    
    $
    2,338
    
    
    $
    59,423Six months ended August 31, 2006:Net sales to unaffiliated customersPrint Segment
    
    $
    159,351
    
    
    $
    
    
    
    $
    
    
    
    $
    159,351Apparel Segment
    
    
    126,592
    
    
    
    10,888
    
    
    
    
    
    
    
    137,480$
    285,943
    
    
    $
    10,888
    
    
    $
    
    
    
    $
    296,831Identifiable long-lived assetsPrint Segment
    
    $
    49,909
    
    
    $
    
    
    
    $
    
    
    
    $
    49,909Apparel Segment
    
    
    10,697
    
    
    
    120
    
    
    
    3,189
    
    
    
    14,006Corporate
    
    
    6,116
    
    
    
    
    
    
    
    
    
    
    
    6,116$
    66,722
    
    
    $
    120
    
    
    $
    3,189
    
    
    $
    70,031
 14. Supplemental Cash Flow Information
  Three months ended
    
    Six months endedAugust 31,
    
    August 31,
    
    August 31,
    
    August 31,2007
    
    2006
    
    2007
    
    2006Interest paid
    
    $
    1,392
    
    
    $
    1,867
    
    
    $
    2,986
    
    
    $
    3,167Income taxes paid
    
    $
    12,414
    
    
    $
    13,158
    
    
    $
    13,729
    
    
    $
    14,599
 15. Assets Held for Sale
  19




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2007
 16. Subsequent Events
   
 Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
   Business Segment Overview
  Print Segment
  ®
 20




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
 ® ®
       Apparel Segment
 ® ® ® ® ® ®
   21




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
         Risk Factors
  22




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
 We may be required to write down goodwill and other intangible assets in the future, which could
cause our financial condition and results of operations to be negatively affected
 .
 Printed business forms may be superceded over time by paperless business forms or otherwise
affected by technological obsolescence and changing customer preferences, which could reduce our
sales and profits.
  Our distributors face increased competition from various sources, such as office supply
superstores. Increased competition may require us to reduce prices or to offer other incentives in
order to enable our distributors to attract new customers and retain existing customers.
  Technological improvements may reduce our competitive advantage over some of our competitors, which
could reduce our profits.
  We could experience labor disputes that could disrupt our business in the future.
  23




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
  We obtain our raw materials from a limited number of suppliers and any disruption in our
relationships with these suppliers, or any substantial increase in the price of raw materials,
material shortages, or an increase in transportation costs, could have a material adverse effect on
us.
     Alstyle faces intense competition to gain market share, which may lead some competitors to sell
substantial amounts of goods at prices against which we cannot profitably compete.
  Apparel business is subject to cyclical trends.
  Our apparel foreign operations could be subject to unexpected changes in regulatory requirements,
tariffs and other market barriers and political and economic instability in the countries where it
operates, which could negatively impact our operating results.
  24




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
  Our apparel products are subject to foreign competition, which in the past have been faced with
significant U.S. government import restrictions.
      Environmental regulations may impact our future operating results.
  25




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
  We depend upon the talents and contributions of a limited number of individuals, many of whom would
be difficult to replace.
  Cautionary Statements
   Result of Operations
 Three Months Ended August 31,
    
    
    Six Months Ended August 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    150,086
    
    
    
    100.0
    %
    
    $
    151,718
    
    
    
    100.0
    %
    
    $
    302,860
    
    
    
    100.0
    %
    
    $
    296,831
    
    
    
    100.0
    %Cost of goods sold
    
    
    111,466
    
    
    
    74.3
    
    
    
    113,477
    
    
    
    74.8
    
    
    
    225,673
    
    
    
    74.5
    
    
    
    220,775
    
    
    
    74.4Gross profit
    
    
    38,620
    
    
    
    25.7
    
    
    
    38,241
    
    
    
    25.2
    
    
    
    77,187
    
    
    
    25.5
    
    
    
    76,056
    
    
    
    25.6Selling, general and
administrative
    
    
    18,744
    
    
    
    12.5
    
    
    
    18,322
    
    
    
    12.1
    
    
    
    37,731
    
    
    
    12.5
    
    
    
    36,400
    
    
    
    12.3Income from operations
    
    
    19,876
    
    
    
    13.2
    
    
    
    19,919
    
    
    
    13.1
    
    
    
    39,456
    
    
    
    13.0
    
    
    
    39,656
    
    
    
    13.3Other income (expense)
    
    
    (2,196
    )
    
    
    (1.4
    )
    
    
    (1,437
    )
    
    
    (0.9
    )
    
    
    (4,639
    )
    
    
    (1.5
    )
    
    
    (3,191
    )
    
    
    (1.1
    )Earnings before income taxes
    
    
    17,680
    
    
    
    11.8
    
    
    
    18,482
    
    
    
    12.2
    
    
    
    34,817
    
    
    
    11.5
    
    
    
    36,465
    
    
    
    12.2Provision for income taxes
    
    
    6,542
    
    
    
    4.4
    
    
    
    6,839
    
    
    
    4.5
    
    
    
    12,883
    
    
    
    4.3
    
    
    
    13,492
    
    
    
    4.5Net earnings
    
    $
    11,138
    
    
    
    7.4
    %
    
    $
    11,643
    
    
    
    7.7
    %
    
    $
    21,934
    
    
    
    7.2
    %
    
    $
    22,973
    
    
    
    7.7
    %
 26




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
 Critical Accounting Policies and Judgments
        27




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
      Results of Operations  Consolidated
 Three Months ended August 31, 2007 compared to Three Months ended August 31, 2006
 Net Sales.
 Gross profit.
 Selling, general and administrative expenses.
 Income from operations.
 28




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
 Other income and expense.
 Earnings before income taxes.
 Provision for income taxes.
 Net earnings.
 Six Months ended August 31, 2007 compared to Six Months ended August 31, 2006.
 Net Sales.
 Gross profit.
 Selling, general and administrative expenses.
 Income from operations.
 Other income and expense.
 29




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
 Earnings before income taxes.
 Provision for income taxes.
 Net earnings.
 Results of Operations  Segments
 Three months ended
    
    
    Six months endedAugust 31,
    
    
    August 31,Net Sales by Segment (in thousands)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Print
    
    $
    83,563
    
    
    $
    82,255
    
    
    $
    168,698
    
    
    $
    159,351Apparel
    
    
    66,523
    
    
    
    69,463
    
    
    
    134,162
    
    
    
    137,480Total
    
    $
    150,086
    
    
    $
    151,718
    
    
    $
    302,860
    
    
    $
    296,831
 Print Segment
 Apparel Segment
 30




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
 Three months ended
    
    
    Six months endedAugust 31,
    
    
    August 31,Gross Profit by Segment (in thousands)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Print
    
    $
    23,264
    
    
    $
    20,446
    
    
    $
    45,793
    
    
    $
    39,812Apparel
    
    
    15,356
    
    
    
    17,795
    
    
    
    31,394
    
    
    
    36,244Total
    
    $
    38,620
    
    
    $
    38,241
    
    
    $
    77,187
    
    
    $
    76,056
 Print Segment
 Apparel Segment
 Three months ended
    
    
    Six months endedAugust 31,
    
    
    August 31,Profit by Segment (in thousands)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Print
    
    $
    13,959
    
    
    $
    11,384
    
    
    $
    26,996
    
    
    $
    22,655Apparel
    
    
    7,589
    
    
    
    10,288
    
    
    
    15,974
    
    
    
    20,330Total
    
    
    21,548
    
    
    
    21,672
    
    
    
    42,970
    
    
    
    42,985Less corporate expenses
    
    
    3,868
    
    
    
    3,190
    
    
    
    8,153
    
    
    
    6,520Earnings before income taxes
    
    $
    17,680
    
    
    $
    18,482
    
    
    $
    34,817
    
    
    $
    36,465
 Print Segment
 31




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
  Apparel Segment
 Liquidity and Capital Resources
 August 31,
    
    February 28,(Dollars in thousands)
    
    2007
    
    2007
    
    ChangeWorking Capital
    
    $
    114,087
    
    
    $
    102,269
    
    
    
    11.6
    %Cash and cash equivalents
    
    $
    3,530
    
    
    $
    3,582
    
    
    
    -1.5
    %
 Working Capital.
 Cash and cash equivalents.
 Six months ended August 31,(Dollars in thousands)
    
    2007
    
    2006
    
    ChangeNet Cash provided by operating activities
    
    $
    17,489
    
    
    $
    24,513
    
    
    
    -28.7
    %Net Cash used in investing activities
    
    $
    (1,750
    )
    
    $
    (16,643
    )
    
    
    -89.5
    %Net Cash used in financing activities
    
    $
    (15,844
    )
    
    $
    (7,867
    )
    
    
    101.4
    %
 Cash flows from operating activities.
 Cash flows from investing activities.
 Cash flows from financing activities.
 32




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
 Credit Facility 
   Pension 
 Inventories 
 Capital Expenditures 
 Contractual Obligations & Off-Balance Sheet Arrangements 
 Recent Accounting Pronouncements
 FIN 48
  33




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
   FAS 157 .
 FAS 159 .
 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Market Risk
 Interest Rates
  Foreign Exchange
   34




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
 
 Item 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures.
  35




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
 
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  Items 2, 3 and 5 are not applicable and have been omitted
 
 Item 4. Submission of Matters to a Vote of Security Holders
 (a)
    
    The Company held its Annual Meeting of Shareholders on June 28, 2007.(b)
    
    Proxies for the meeting were solicited pursuant to Regulation 14A; there was no
solicitation in opposition to managements nominees for directs listed in the Proxy
Statement and all such nominees were elected. There were no abstentions or broker
non-votes.Directors elected were:
 Nominees for Director
    
    Vote Cast for
    
    Votes WithheldKenneth G. Pritchett
    
    
    22,959,508
    
    
    
    519,413Michael J. Schaefer
    
    
    23,216,614
    
    
    
    262,307James C. Taylor
    
    
    22,311,028
    
    
    
    1,167,893
 
 Item 6. Exhibits
  Exhibit 3.1
    
    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 3.2
    
    Bylaws of the Registrant as amended through October 15, 1997 incorporated
herein by reference to Exhibit 3(ii) to the registrants Form 10-Q Quarterly
Report for the quarter ended November 30, 1997.Exhibit 3.3
    
    Articles of Amendment to the Articles of Incorporation of Ennis Business
Forms, Inc. filed on June 17, 2004 incorporated herein by reference to Exhibit
3.3 to the registrants Form 10-Q Quarterly Report for the quarter ended
November 30, 2004.Exhibit 31.1
    
    Certification Pursuant to Rule 13a-14(a)/15d-14(a) of Chief Executive Officer.*Exhibit 31.2
    
    Certification Pursuant to Rule 13a-14(a)/15d-14(a) of Chief Financial Officer.*Exhibit 32.1
    
    Section 1350 Certification of Chief Executive Officer.**Exhibit 32.2
    
    Section 1350 Certification of Chief Financial Officer.**
 
 *
    
    Filed herewith**
    
    Furnished herewith 36




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
 
   ENNIS, INC.Date: September 28, 2007
    /s/ Keith S. WaltersKeith S. WaltersChairman, Chief Executive Officer and
PresidentDate: September 28, 2007
    /s/ Richard L. Travis, Jr.Richard L. Travis, Jr.V.P.  Finance and CFO, Secretary and
Principal Financial and Accounting Officer 37




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##### Table of Contents



ENNIS, INC. AND SUBSIDIARIES
FORM 10Q
FOR THE PERIOD ENDED AUGUST 31, 2007
 
 INDEX TO EXHIBITS
 Exhibit Number
    
    DescriptionExhibit 3.1
    
    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 3.2
    
    Bylaws of the Registrant as amended through October 15, 1997 incorporated
herein by reference to Exhibit 3(ii) to the registrants Form 10-Q Quarterly
Report for the quarter ended November 30, 1997.Exhibit 3.3
    
    Articles of Amendment to the Articles of Incorporation of Ennis Business
Forms, Inc. filed on June 17, 2004 incorporated herein by reference to Exhibit
3.3 to the registrants Form 10-Q Quarterly Report for the quarter ended
November 30, 2004.Exhibit 31.1
    
    Certification Pursuant to Rule 13a-14(a)/15d-14(a) of Chief Executive Officer.*Exhibit 31.2
    
    Certification Pursuant to Rule 13a-14(a)/15d-14(a) of Chief Financial Officer.*Exhibit 32.1
    
    Section 1350 Certification of Chief Executive Officer.**Exhibit 32.2
    
    Section 1350 Certification of Chief Financial Officer.**
 
 *
    
    Filed herewith**
    
    Furnished herewith 38