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Acquisitions
12 Months Ended
Feb. 28, 2013
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 $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 are being operated under their respective trade names of PrintXcel and Printegra.

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

 

         

Accounts receivable

  $ 7,389  

Inventories

    4,897  

Other assets

    631  

Property, plant & equipment

    8,232  

Customer lists

    7,930  

Trademarks

    4,840  

Patent

    773  

Goodwill

    4,468  

Other long-term assets

    1  

Accounts payable and accrued liabilities

    (2,928
   

 

 

 
    $ 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 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):

 

         
    Unaudited  
    2012  

Pro forma net sales

  $ 595,501  

Pro forma net earnings

    32,311  

Pro forma earnings per share—diluted

    1.24  

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