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Acquisitions
6 Months Ended
Aug. 31, 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 a potential earn-out consideration of up to $500,000) plus the assumption of trade payables, subject to 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.  Since the acquisition, the Company has incurred approximately $0.2 million of costs (including legal and accounting fees) related to the acquisition.  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, Missouri 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 expanded the Company’s operations with respect to business forms, checks, direct mail services, integrated products and labels.

 

The following is a summary of the 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.  Since the acquisition, the Company has 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 created additional capabilities within the Company’s high color commercial print product line.

 

The following is a summary of the 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

 

 

The results of operations for 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 all Integrated and Flesh operations had been acquired as of March 1, 2019, after 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

 

 

Six months ended

 

 

 

August 31, 2019

 

 

August 31, 2019

 

Pro forma net sales

 

$

112,142

 

 

$

228,278

 

Pro forma net earnings

 

 

8,684

 

 

 

18,252

 

Pro forma earnings per share - diluted

 

 

0.33

 

 

 

0.70

 

 

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