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Acquisitions | 12 Months Ended
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Feb. 28, 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 July 31, 2018, the Company issued an aggregate of 829,126 shares of common stock of the Company, par value $2.50 per share (the “Shares”), to the former stockholders of Wright Business Forms, Inc., d/b/a Wright Business Graphics (“Wright” or “WBG”), as partial consideration for the acquisition by the Company of all of the outstanding equity interests of WBG by way of a merger of a wholly-owned subsidiary of the Company with and into WBG pursuant to the Agreement and Plan of Merger, dated July 16, 2018 (the “Merger Agreement”). The Shares issued to the former stockholders of WBG 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 $3.0 million was paid to pay-off outstanding debt. The issuance of the Shares was exempt from registration pursuant to Section 4(a)(2) under the Securities Act of 1993, as amended, and Regulation D promulgated thereunder. During the fiscal year ended February 28, 2019, the Company 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 is a printing company headquartered in Portland, Oregon with additional locations in Washington and California. The business produces forms, pressure seal, packaging, direct mail, checks, statement processing and commercial printing and sells mainly through distributors and resellers. The goodwill recognized as a part of the merger is not deductible for tax purposes. With this acquisition we will continue to be the preeminent provider of all types of printed products and services to the west coast. The addition of packaging, statement processing and direct mail will add to the overall capabilities of our existing operations, which should help us to continue to penetrate additional markets throughout the United States. 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 |
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. 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. On January 27, 2017, the Company completed the acquisition of Independent Printing Company, Inc. and its related entities (collectively “Independent”) for $17.7 million in cash consideration, in a stock purchase transaction. The goodwill recognized as a part of this acquisition is not deductible for tax purposes. Independent has four locations in Wisconsin, with its main facility located in DePere, Wisconsin. The business produces presentation folders, checks, wide format and commercial print. Independent, which generated approximately $37.0 million in unaudited sales during calendar year 2016, will continue to operate under its respective brand names. Independent sells mainly through distributors and resellers. The Company now has four folder facilities in Michigan, Kansas, California and Wisconsin, as well as wide format capabilities in Colorado and Wisconsin. The following is a summary of the final purchase price allocation for Independent (in thousands):
Accounts receivable |  | $ | 4,252 |
Inventories |  |  | 1,539 |
Other assets |  |  | 575 |
Property, plant & equipment |  |  | 5,526 |
Customer lists |  |  | 3,390 |
Trademarks |  |  | 2,408 |
Goodwill |  |  | 6,066 |
Accounts payable and accrued liabilities |  |  | (6,079 | )
|  | $ | 17,677 |
The results of operations for Wright is 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, 2017, after the estimated impact of adjustments such as amortization of intangible assets, interest expense and related tax effects (in thousands, except per share amount):
|  | Unaudited |  |  | Unaudited |
|  | 2019 |  |  | 2018 |
Pro forma net sales |  | $ | 423,901 |  |  | $ | 427,174 |
Pro forma net earnings |  |  | 38,434 |  |  |  | 35,694 |
Pro forma earnings per share from continuing operations - diluted |  |  | 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.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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