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Acquisitions
3 Months Ended
May 31, 2019
Business Combinations [Abstract]  
Acquisitions

5. Acquisitions

 

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 March 16, 2019, the Company, through one of its subsidiaries, acquired the assets of Integrated Print & Graphics (“Integrated”) for $8.9 million in cash plus the assumption of trade payables, subject to certain adjustments.  Integrated is located in South Elgin, Illinois.  During the three months ended May 31, 2019, the Company incurred approximately $29,000 of costs (including legal and accounting fees) related to the acquisition.  Goodwill of $893,000 recognized as a part of the acquisition is deductible for tax purposes.  The Company also recorded intangible assets with definite lives of approximately $1.8 million in connection with the transaction.  The acquisition of Integrated, which generated approximately $20.0 million in sales for its fiscal year ended December 31, 2018, will create additional capabilities within the Company’s high color commercial print product line, which is consistent with the Company’s business model.  Management considers this acquisition to be immaterial.

 

On July 31, 2018, the Company issued an aggregate of 829,126 shares of common stock to the former stockholders of Wright Business Forms, Inc., d/b/a Wright Business Graphics (“Wright”), as partial consideration for the acquisition by the Company of all of the outstanding equity interests of Wright pursuant to the Agreement and Plan of Merger, dated July 16, 2018 (the “Merger Agreement”).  The Company shares issued to the former stockholders of Wright represent aggregate consideration under the Merger Agreement equal to approximately $16.2 million.  An additional $19.7 million was paid in cash to the stockholders of Wright, subject to a final working capital adjustment, and $2.6 million was paid to pay-off Wright’s outstanding debt.  Since the acquisition, the Company has incurred approximately $0.2 million of costs (including legal and accounting fees) related to the acquisition.  These costs were recorded in selling, general and administrative expenses.  The goodwill recognized as a part of this merger is not deductible for tax purposes.  Wright is a printing company which produces forms, pressure seal, packaging, direct mail, checks, statement processing and commercial printing and sells mainly through distributors and resellers.  Wright is headquartered in Portland, Oregon and has additional locations in Washington and California.  Wright, which generated approximately $58.0 million in sales for its fiscal year ended March 31, 2018, continues to operate under its brand names.

 

The purchase price of Wright was as follows (in thousands):

 

Ennis shares of common stock

 

$

16,218

 

Cash

 

 

22,653

 

Purchase price of Wright Business Graphics

 

$

38,871

 

 

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

 

Accounts receivable

 

$

5,220

 

Prepaid expenses

 

 

427

 

Inventories

 

 

4,365

 

Other assets

 

 

88

 

Property, plant & equipment

 

 

10,331

 

Non-compete

 

 

447

 

Customer lists

 

 

12,900

 

Trade names

 

 

3,830

 

Goodwill

 

 

11,031

 

Accounts payable and accrued liabilities

 

 

(4,226

)

Deferred income taxes

 

 

(5,542

)

 

 

$

38,871

 

 

The results of operations for Wright are included in the Company’s consolidated financial statements from the date of acquisition.  The following table represents certain operating information on a pro forma basis as though all Wright operations had been acquired as of March 1, 2018, after the estimated impact of adjustments such as amortization of intangible assets, interest expense and related tax effects (in thousands, except per share amounts).

 

 

 

Three months ended

 

 

 

May 31,

 

 

 

2019

 

 

2018

 

Pro forma net sales

 

$

108,033

 

 

$

107,321

 

Pro forma net earnings

 

 

9,632

 

 

 

9,810

 

Pro forma earnings per share - diluted

 

 

0.37

 

 

 

0.39

 

 

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

 

On April 30, 2018, the Company acquired the assets of Allen-Bailey Tag & Label, a tag and label operation located in New York for $4.7 million in cash plus the assumption of trade payables, subject to a working capital adjustment.  In addition, contingent consideration of up to $500,000 is payable to the sellers if certain sales levels are maintained over the next three years.  Management considers this acquisition to be immaterial.