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Acquisitions | 12 Months Ended
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Feb. 28, 2023
Business Combinations [Abstract] |
Acquisitions | (4) 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. Acquisition of School Photo Marketing On November 30, 2022, the Company acquired the assets and business from School Photo Marketing ("SPM"), which is based in Morganville, New Jersey, for $8.8 million (with additional potential earn-out consideration of up to $1,000,000 over a four-year period upon the attainment of specified financial benchmarks) plus the assumption of trade payables, subject to certain adjustments. At February 28, 2023 and 2022, the contingent earn-out liability amounted to $0.8 million and zero, respectively. The seller shall receive fifty percent (50%) of Purchaser's annual earnings from the business, before interest and taxes in excess of $1.4 million. The Company performed an allocation of the total estimated consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on their estimated fair values using our best estimates and assumptions as of the acquisition date. All goodwill of $3.1 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of approximately $5.1 million in connection with the transaction, which are also deductible for tax purposes. The acquisition of SPM brings printing, yearbook publishing and marketing related services to over 1,400 school and sports photographers servicing schools around the country. The following table summarizes the Company's aggregate purchase price allocation for SPM as of the acquisition date (in thousands):
Accounts receivable |  | $ | 1,403 |
Inventories |  |  | 516 |
Other assets |  |  | 84 |
Right-of-use asset |  |  | 487 |
Property, plant & equipment |  |  | 250 |
Goodwill and intangibles |  |  | 8,262 |
Accounts payable and accrued liabilities |  |  | (1,748 | )
Operating lease liability |  |  | (487 | )
|  | $ | 8,767 |
Acquisition of AmeriPrint Corporation On June 1, 2021, the Company acquired the assets and business from AmeriPrint Corporation ("AmeriPrint"), which is based in Harvard, Illinois, for $3.9 million in cash plus the assumption of trade payables, subject to certain adjustments. Goodwill of $0.5 million recognized as a part of the acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of approximately $1.1 million in connection with the transaction. The acquisition of AmeriPrint, which prior to the acquisition generated approximately $6.5 million in sales for its fiscal year ended December 31, 2020, brings added capabilities and expertise to our expanding product offering including barcoding and variable imaging. The following is a summary of the purchase price allocation for AmeriPrint (in thousands):
Accounts receivable |  | $ | 417 |
Inventories |  |  | 732 |
Property, plant & equipment |  |  | 2,000 |
Goodwill and intangibles |  |  | 1,607 |
Accounts payable and accrued liabilities |  |  | (834 | )
|  | $ | 3,922 |
Acquisition of Infoseal LLC On December 31, 2020, the Company acquired the assets of Infoseal LLC (“Infoseal”), which is based in Roanoke, Virginia, for $19.2 million in cash plus the assumption of trade payables, subject to certain adjustments. Since the acquisition, the Company has incurred approximately $0.3 million of costs (including legal and accounting fees) related to the acquisition. Goodwill of $6.1 million recognized as a part of the acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives of approximately $4.3 million in connection with the transaction. The acquisition of Infoseal, which prior to the acquisition generated approximately $19.2 million in sales for its fiscal year ended December 31, 2020, creates additional capabilities within in our pressure seal and tax form products. The following is a summary of the purchase price allocation for Infoseal (in thousands):
Accounts receivable |  | $ | 1,966 |
Inventories |  |  | 1,757 |
Right-of-use asset |  |  | 3,865 |
Property, plant & equipment |  |  | 7,000 |
Goodwill and intangibles |  |  | 9,890 |
Accounts payable and accrued liabilities |  |  | (1,411 | )
Operating lease liability |  |  | (3,865 | )
|  | $ | 19,202 |
The results of operations for Infoseal, AmeriPrint and SPM 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 years 2023 and 2022 includes AmeriPrint and SPM, and fiscal year 2021 includes AmeriPrint and Infoseal. 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 |
|  | 2023 |  |  | 2022 |  |  | 2021 |
Pro forma net sales |  | $ | 440,416 |  |  | $ | 408,323 |  |  | $ | 380,513 |
Pro forma net earnings |  |  | 48,459 |  |  |  | 29,509 |  |  |  | 24,502 |
Pro forma earnings per share - diluted |  |  | 1.87 |  |  |  | 1.13 |  |  |  | 0.94 |
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 https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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