(4) Acquisitions

On December 31, 2014, the Company completed the acquisition of Kay Toledo Tag and Special Service Partners and their related entities (collectively “Kay Toledo”) for $16.2 million, in a stock purchase transaction. An additional $1.0 million is available to be paid to the sellers over the next 3 years under an earn-out provision if certain financial metrics are achieved. The goodwill recognized as a part of this acquisition is not deductible for tax purposes. Kay Toledo has locations in Toledo, Ohio and Neenah, Wisconsin through Special Service Partners. Experts in digital printing and customer short-run printing, Kay Toledo Tag produces tags, labels, tickets and commercial printing. Kay Toledo, which generated approximately $25.0 million in unaudited sales during calendar year 2014, will continue to operate under its respective brand names. For the fiscal year ended February 28, 2015, the businesses added $3.9 million in sales and $0.4 million in earnings (pre-tax). The acquisition expands and strengthens the Tag and Label operations of the Company.

The following is a summary of the purchase price allocations for Kay Toledo Tag (in thousands):


Accounts receivable	$	1,872
Inventories		2,168
Property, plant & equipment		9,218
Customer lists		2,813
Trade names		1,690
Goodwill		4,249
Accounts payable and accrued liabilities		(1,120	)
Deferred taxes		(4,652	)

	$	16,238

On October 3, 2014, the Company acquired the assets of Hoosier Data Forms for $0.2 million in cash plus the assumption of certain trade payables. Management considers this acquisition immaterial and has therefore omitted further discussion.

On June 16, 2014, the Company acquired the assets of Sovereign Business Forms, and its related entities, TRI-C Business Forms, Inc., Falcon Business Forms, Inc., Forms Manufacturers, Inc., Mutual Graphics, Inc., and Curtis Business Forms, Inc. (collectively “Sovereign”) for $10.6 million in cash plus the assumption of certain trade liabilities. In addition, if certain financial metrics are met, up to an additional $1.0 million is available to be paid to the sellers over the next 4 years under an earn-out provision. The goodwill generated in this acquisition is deductible for tax purposes. The cash portion of the purchase price was funded by borrowing under the Company’s line of credit facility. Sovereign, which generated approximately $27.1 million in unaudited sales during the 2013 calendar year, will continue to operate under its respective brand names. For the fiscal year ended February 28, 2015, Sovereign added $19.8 million in sales and $2.9 million in earnings (pre-tax). The acquisition expanded the geographic locations of producing business forms for the Company.

The following is a summary of the purchase price allocations for Sovereign (in thousands):


Accounts receivable	$	2,477
Inventories		1,305
Other assets		653
Property, plant & equipment		3,300
Customer lists		1,550
Trade names		1,403
Goodwill		945
Accounts payable		(1,000	)

	$	10,633

On September 27, 2013, the Company acquired the assets of the Custom Envelope Division (“CED”), part of the Custom Resale Group of Cenveo, Inc., for $47.25 million in cash plus the assumption of certain trade liabilities. The goodwill generated in this acquisition is deductible for tax purposes. The cash portion of the purchase price was funded by borrowing under the Company’s line of credit facility. The CED assets are comprised of the Wisco^® (“Wisco”) brand, which is produced at an owned facility in Tullahoma, TN, and the National Imprint Corporation^®(“National Imprint^®”, “NIC”) brand, which is produced in a leased facility in Claysburg, PA. Wisco produces and folds various types of envelopes, and NIC is an imprinter of envelopes. Both of these products are sold through print distributors and will continue to be operated under the Wisco and NIC brand names at their respective locations. Wisco and NIC had unaudited sales in excess of $40 million for the twelve month period ended December 31, 2012. For the fiscal year ended February 28, 2015, the businesses added $40.0 million in sales and $6.5 million in earnings (pre-tax). The acquisition expanded and strengthened the envelope product line for the Company.

The following is a summary of the purchase price allocations for Wisco and NIC (in thousands):


Accounts receivable	$	3,331
Inventories		2,391
Other assets		581
Property, plant & equipment		4,889
Customer lists		26,400
Trade names		3,600
Goodwill		9,462
Accounts payable and accrued liabilities		(3,404	)

	$	47,250

On September 30, 2013, the Company acquired the assets of the businesses operating under the trade name of Folder Express^® from Wright Printing Company for $14.6 million in cash plus the assumption of certain trade payables. The cash portion of the purchase price was funded by borrowing under the Company’s line of credit facility. The goodwill generated in this acquisition is deductible for tax purposes. The businesses produce folders and specialty folders for music stores and public schools. The businesses had combined unaudited sales of approximately $20 million during the twelve month period ended December 31, 2012 and will continue to operate under the Folder Express and related brand names. For the fiscal year ended February 28, 2015, the businesses added $16.5 million in sales and $1.4 million in earnings (pre-tax). The acquisition expands the Company’s geographic presence in folder products.

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


Accounts receivable	$	1,171
Inventories		2,102
Other assets		196
Property, plant & equipment		1,617
Customer lists		5,920
Trade name		1,520
Goodwill		2,574
Accounts payable and accrued liabilities		(493	)

	$	14,607

The results of operations for Wisco, NIC, Folder Express, Sovereign Business Forms, Hoosier Data Forms and Kay Toledo 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, 2013, 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
	2015			2014
Pro forma net sales	$	608,195		$	630,692
Pro forma net earnings		(43,791	)		18,403
Pro forma earnings per share - diluted		(1.69	)		0.70

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