UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended
OR
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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
(Exact Name of Registrant as Specified in Its Charter)
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(I.R.S. Employer |
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(Address of Principal Executive Offices) |
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Securities registered pursuant to Section 12(b) of the Act:
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Date 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).
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 |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
As of September 28, 2020, there were
ENNIS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED AUGUST 31, 2020
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION |
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3 |
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Unaudited Consolidated Balance Sheets at August 31, 2020 and February 29, 2020 |
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5 |
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6 |
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8 |
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9 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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28 |
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28 |
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PART II: OTHER INFORMATION |
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29 |
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29 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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29 |
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29 |
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29 |
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29 |
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30 |
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31 |
2
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
ENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands)
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August 31, |
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February 29, |
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2020 |
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2020 |
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Assets |
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Current assets |
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Cash |
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$ |
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$ |
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Accounts receivable, net of allowance for doubtful receivables of $ |
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Prepaid expenses |
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Prepaid income taxes |
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Inventories |
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Total current assets |
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Property, plant and equipment |
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Plant, machinery and equipment |
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Land and buildings |
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Computer equipment and software |
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Other |
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Total property, plant and equipment |
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Less accumulated depreciation |
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Net property, plant and equipment |
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Operating lease right-of-use assets |
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Goodwill |
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Intangible assets, net |
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Other assets |
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Total assets |
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$ |
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$ |
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See accompanying notes to consolidated financial statements.
3
ENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS-Continued
(in thousands, except for par value and share amounts)
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August 31, |
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February 29, |
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2020 |
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2020 |
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Liabilities and Shareholders’ Equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Current portion of operating lease liabilities |
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Total current liabilities |
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Liability for pension benefits |
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Deferred income taxes |
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Operating lease liabilities, net of current portion |
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Other liabilities |
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Total liabilities |
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Commitments and contingencies |
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Shareholders’ equity |
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Preferred stock $ |
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Common stock $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss: |
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Minimum pension liability, net of taxes |
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Treasury stock |
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Total shareholders’ equity |
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Total liabilities and shareholders' equity |
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$ |
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$ |
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See accompanying notes to consolidated financial statements.
4
ENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
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Three months ended |
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Six months ended |
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August 31, |
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August 31, |
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2020 |
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2019 |
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2020 |
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2019 |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of goods sold |
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Gross profit margin |
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Selling, general and administrative |
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Gain from disposal of assets |
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— |
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Income from operations |
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Other income (expense) |
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Interest expense |
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( |
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Other, net |
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( |
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Total other income (expense) |
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( |
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( |
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Earnings before income taxes |
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Income tax expense |
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Net earnings |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding |
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Basic |
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Diluted |
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Earnings per share |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Cash dividends per share |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to consolidated financial statements.
5
ENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
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Three months ended |
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Six months ended |
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August 31, |
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August 31, |
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2020 |
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2019 |
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2020 |
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2019 |
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Net earnings |
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$ |
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$ |
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$ |
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$ |
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Adjustment to pension, net of taxes |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to consolidated financial statements.
6
ENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(in thousands, except share and per share amounts)
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Accumulated |
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Additional |
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Other |
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Common Stock |
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Paid-in |
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Retained |
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Comprehensive |
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Treasury Stock |
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Shares |
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Amount |
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Capital |
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Earnings |
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Income (Loss) |
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Shares |
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Amount |
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Total |
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Balance May 31, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
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( |
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$ |
( |
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$ |
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Net earnings |
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— |
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— |
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— |
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— |
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— |
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— |
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Adjustment to pension, net of deferred tax of $ |
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— |
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— |
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— |
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— |
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— |
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— |
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Dividends paid ($ |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Stock based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Exercise of stock options and restricted stock |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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Common stock repurchases |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance August 31, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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( |
) |
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$ |
( |
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$ |
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Balance February 29, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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( |
) |
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$ |
( |
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$ |
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Net earnings |
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— |
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— |
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— |
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— |
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— |
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— |
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Adjustment to pension, net of deferred tax of $ |
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— |
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— |
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— |
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— |
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— |
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— |
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Dividends paid ($ |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
) |
Stock based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Exercise of stock options and restricted stock |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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Common stock repurchases |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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( |
) |
Balance August 31, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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( |
) |
|
$ |
( |
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$ |
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Balance May 31, 2019 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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( |
) |
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$ |
( |
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$ |
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Net earnings |
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— |
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— |
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— |
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— |
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— |
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— |
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Adjustment to pension, net of deferred tax of $ |
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— |
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— |
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— |
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— |
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— |
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— |
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Dividends paid ($ |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
Stock based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Exercise of stock options and restricted stock |
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— |
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— |
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( |
) |
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— |
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— |
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— |
|
Common stock repurchases |
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— |
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— |
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— |
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— |
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— |
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( |
) |
|
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( |
) |
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( |
) |
Balance August 31, 2019 |
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$ |
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$ |
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|
$ |
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$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
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Balance February 28, 2019 |
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$ |
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$ |
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$ |
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$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
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$ |
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Net earnings |
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— |
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— |
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— |
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— |
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— |
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— |
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|
|
|
Adjustment to pension, net of deferred tax of $ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Dividends paid ($ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock based compensation |
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Exercise of stock options and restricted stock |
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
— |
|
Common stock repurchases |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance August 31, 2019 |
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|
|
|
$ |
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|
|