The Company applies the acquisition method of accounting for business combinations. Under the acquisition method, the acquiring entity in a business combination recognizes 100% of the assets acquired and liabilities assumed at their acquisition date fair values. Management utilizes valuation techniques appropriate for the asset or liability being measured in determining these fair values. Any excess of the purchase price over amounts allocated to assets acquired, including identifiable intangible assets and liabilities assumed, is recorded as goodwill. Where amounts allocated to assets acquired and liabilities assumed is greater than the purchase price, a bargain purchase gain is recognized. Acquisition-related costs are expensed as incurred.

On May 23, 2023, the Company acquired the real estate and operations of Stylecraft Printing Company ("Stylecraft"), which is based in Canton, Michigan, for $5.0 million plus the assumption of trade payables. The Company performed a preliminary allocation of the total estimated consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on their estimated fair values using the information available as of the acquisition date. This allocation is preliminary and subject to change, which may be material. All goodwill of $0.2 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of approximately $0.3 million in connection with the transaction, which are also deductible for tax purposes.

The following table summarizes the Company's preliminary purchase price allocation for Stylecraft as of the acquisition date (in thousands):


Accounts receivable		$554
Inventories		849
Right-of-use asset		28
Property, plant and equipment		3,161
Goodwill and intangibles		476
Operating lease liability		(12)
Accounts payable and accrued liabilities		(28)
Acquisition price		$5,028

On November 30, 2022, the Company acquired the assets and business from School Photo Marketing ("SPM"), which is based in Morganville, New Jersey, for $8.8 million (with additional potential earn-out consideration of up to $1,000,000 over a four-year period upon the attainment of specified financial benchmarks) plus the assumption of trade payables, subject to certain adjustments. At May 31, 2023 and February 28, 2023, the contingent earn-out liability amounted to $0.8 million and zero, respectively. The seller shall receive fifty percent (50%) of Purchaser's annual earnings from the business, before interest and taxes in excess of $1.4 million. Goodwill of $3.1 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of approximately $5.1 million in connection with the transaction, which are also deductible for tax purposes. The acquisition of SPM brings printing, yearbook publishing and marketing related services to over 1,400 school and sports photographers servicing schools around the country.

The following table summarizes the Company's preliminary purchase price allocation for SPM as of the acquisition date (in thousands):


Accounts receivable		$1,403
Inventories		516
Other assets		84
Right-of-use asset		487
Property, plant and equipment		250
Goodwill and intangibles		8,262
Operating lease liability		(487)
Accounts payable and accrued liabilities		(1,748)
Acquisition price		$8,767

The results of operations for SPM and Stylecraft are included in the Company’s consolidated financial statements from the respective dates of acquisition. The following table sets forth certain operating information on a pro forma basis as though respective acquisition had occurred as of the beginning of the comparable prior period. The following pro forma information includes the estimated impact of adjustments such as amortization of intangible assets, depreciation expense and interest expense and related tax effects (in thousands, except per share amounts).


	Three months ended
	May 31, 2023	May 31, 2022
Pro forma net sales	$113,007	$121,685
Pro forma net earnings	$11,682	12,622
Pro forma earnings per share - diluted	$0.45	$0.49

The pro forma results are not necessarily indicative of what would have occurred if the acquisitions had been in effect for the period presented