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Acquisitions
12 Months Ended
Feb. 29, 2020
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 July 15, 2019, the Company acquired all the outstanding stock of The Flesh Company (“Flesh”) for approximately $9.9 million (which includes potential earn-out consideration of up to $500,000) plus the assumption of trade payables, subject to final working capital and certain other adjustments.  The earn-out consideration is capped at $500,000 and is payable over the four years following the closing if certain minimum operating income levels are achieved.  The Company recorded intangible assets with definite lives of approximately $1.2 million in connection with the transaction.  Flesh, together with its wholly owned subsidiary, Impressions Direct, Inc. (“Impressions Direct”), is a printing company with two locations, with the St. Louis location containing Flesh’s corporate office and the direct mail operations of Impressions Direct, and the Parsons, Kansas location containing Flesh’s main manufacturing facility and warehouse. The acquisition of Flesh expands the Company’s operations with respect to business forms, checks, direct mail services, integrated products and labels.

 

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

 

Accounts receivable

 

$

2,480

 

Inventories

 

 

1,343

 

Other assets

 

 

191

 

Right-of-use asset

 

 

715

 

Property, plant & equipment

 

 

7,065

 

Customer lists

 

 

337

 

Trademarks

 

 

880

 

Non-compete

 

 

20

 

Accounts payable and accrued liabilities

 

 

(2,251

)

Operating lease liability

 

 

(700

)

Deferred income taxes

 

 

(206

)

 

 

$

9,874

 

 

On March 16, 2019, the Company acquired the assets of Integrated Print & Graphics (“Integrated”), which is based in South Elgin, Illinois, for $8.9 million in cash plus the assumption of trade payables, subject to certain adjustments.  During the fiscal year ended February 29, 2020, 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 prior to the acquisition generated approximately $20.0 million in sales for its fiscal year ended December 31, 2018, creates additional capabilities within our high color commercial print product line.

 

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

 

Accounts receivable

 

$

1,971

 

Inventories

 

 

1,322

 

Other assets

 

 

72

 

Property, plant & equipment

 

 

3,828

 

Right-of-use asset

 

 

2,041

 

Customer lists

 

 

896

 

Trademarks

 

 

896

 

Non-compete

 

 

25

 

Goodwill

 

 

893

 

Accounts payable and accrued liabilities

 

 

(1,044

)

Operating lease liability

 

 

(2,041

)

 

 

$

8,859

 

 

On July 31, 2018, the Company acquired, by way of a merger, all of the outstanding equity interests of Wright Business Forms, Inc., d/b/a Wright Business Graphics (“Wright”), a printing company headquartered in Portland, Oregon with additional locations in Washington and California.  As partial consideration for the acquisition, the Company issued an aggregate of 829,126 shares of its common stock to the stockholders of Wright, valued at approximately $16.2 million at the time of issuance under the merger agreement.  An additional $19.7 million in cash was paid to the stockholders of Wright, subject to a final working capital adjustment, and $2.6 million was paid to extinguish outstanding debt.  The goodwill recognized as a part of the transaction is not deductible for tax purposes.  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.  Wright produces forms, pressure seal, packaging, direct mail, checks, statement processing and commercial printing and sells mainly through distributors and resellers.

 

 

 

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

 

 

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 following the closing.  Prior to the acquisition, ABTL generated approximately $12.0 million in sales for the twelve months ended December 31, 2017.  On July 7, 2017, the Company acquired the assets of a separate tag operation located in Ohio for $1.4 million in cash plus the assumption of certain accrued liabilities.  Management considers both of these acquisitions immaterial.

 

The results of operations for Wright, Integrated and Flesh 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 the respective acquisition had occurred as of the beginning of the comparable prior period.  The following pro forma information for fiscal year 2020 includes Flesh and Integrated, fiscal year 2019 includes Flesh, Wright and Integrated, and fiscal year 2018 includes Wright.  The 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).

 

 

 

Unaudited

 

 

Unaudited

 

 

Unaudited

 

 

 

2020

 

 

2019

 

 

2018

 

Pro forma net sales

 

$

449,841

 

 

$

474,124

 

 

$

427,174

 

Pro forma net earnings

 

 

37,379

 

 

 

38,474

 

 

 

35,694

 

Pro forma earnings per share  - diluted

 

 

1.44

 

 

 

1.49

 

 

 

1.40

 

 

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