Acquisitions

6 Months Ended

Aug. 31, 2012

Acquisitions [Abstract]

Acquisitions

4. Acquisitions

On February 10, 2012, the Company acquired from Cenveo Corporation (“Cenveo”), and its subsidiaries, Cenveo Resale Ohio, LLC, and Printegra Corporation, certain assets of Cenveo’s document business, including the manufacturing facilities branded under the names PrintXcel and Printegra for a cash payment of $40.0 million plus the assumption of certain trade liabilities. The cash portion of the purchase price was funded by borrowing under the Company’s line of credit facility. As the result of an adjustment made during the quarter ended August 31, 2012 to the acquisition date inventory balances and pursuant to the terms of the purchase agreement, the net purchase price was subsequently reduced to $36.2 million. The combined sales of the purchased operations were $74.4 million during the twelve month period ended December 31, 2011. The acquired assets will continue to be operated under their respective trade names of PrintXcel and Printegra.

The following is a summary of the preliminary purchase price allocations for PrintXcel and Printegra (in thousands):

Accounts receivable	$	7,389
Inventories		4,897
Other assets		631
Property, plant & equipment		8,255
Customer lists		7,930
Trademarks		4,840
Patent		773
Goodwill		4,390
Other long-term assets		1
Accounts payable and accrued liabilities		(2,873	)
	$	36,233

On September 30, 2011, the Company purchased all of the outstanding equity of PrintGraphics, LLC (“PrintGraphics”), a privately held company, as well as the associated land and buildings for an aggregate of $6.0 million in cash. PrintGraphics has locations in Vandalia, Ohio and Nevada, Iowa, The sales of the purchased operations were $15.1 million during the twelve month period ended December 31, 2010.

The following is a summary of the purchase price allocation for PrintGraphics (in thousands):

Accounts receivable	$	1,867
Inventories		1,356
Other assets		94
Property, plant & equipment		3,572
Accounts payable and accrued liabilities		(903	)
	$	5,986

The results of operations for PrintXcel, Printegra, and PrintGraphics are included in the Company’s consolidated financial statements from the dates of acquisition. The following table represents certain operating information on a pro forma basis as though all operations had been acquired as of March 1, 2011, after the estimated impact of adjustments such as amortization of intangible assets, interest expense, interest income and related tax effects (in thousands except per share amounts):

	Three months ended August 31, 2011		Six months ended August  31, 2011
Pro forma net sales	$	154,528	$	322,328
Pro forma net earnings		10,475		22,667
Pro forma earnings per share - diluted		0.40		0.87

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