Business Acquisitions

3 Months Ended

Mar. 31, 2020

On March 13, 2020, the Company completed the acquisition of 100% of the equity interest in Tekra, LLC and Trient, LLC, “Tekra,” pursuant to the definitive agreement signed as of February 20, 2020. The Company purchased all of the equity interests in Tekra. As a result of the transaction, Tekra and its subsidiaries became wholly-owned subsidiaries of the Company. Tekra is a converter of high-performance films and substrates which enhances the Company’s films capabilities. Tekra, part of the AMS segment, operates two manufacturing facilities located in Wisconsin.

The consideration transferred to acquire Tekra was $170.6 million, net of $2.1 million cash and cash equivalents acquired, and subject to working capital adjustments which will be finalized during the second quarter of 2020. The purchase price was funded with borrowings from our revolving credit facility.

The acquisition has been accounted for as a business combination with the assets acquired and liabilities assumed measured at their preliminary estimated fair values as of the acquisition date, primarily using Level 3 inputs.

The acquisition consideration allocation below is preliminary, pending completion of the fair value analyses of acquired assets and liabilities, including the working capital settlement and valuations of certain intangibles. The excess of the acquisition consideration over the estimated fair values of the acquired assets and assumed liabilities is assigned to goodwill which is primarily attributable to expected revenue synergies. As additional information becomes available, we may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which shall not exceed twelve months from the closing of the acquisition. Such revisions or changes may be material.

The consideration paid for Tekra and the preliminary estimated fair values of the assets acquired, and liabilities assumed as of the March 13, 2020 acquisition date were as follows ($ in millions):



	Preliminary Fair Values as of March 13, 2020
Cash and cash equivalents	$	2.1
Accounts receivable	8.8
Inventory	14.1
Other current assets	0.2
Property, plant and equipment	7.3
Identifiable intangible assets	85.2
Other noncurrent assets	3.3
Total assets	121.0

Accounts payable	2.4
Other current liabilities	3.6
Other noncurrent liabilities	2.7

Net assets acquired	112.3

Goodwill	60.4

Total consideration	$	172.7

The fair value of receivables acquired approximates the gross contractual value. The contractual amount not expected to be collected is immaterial.

Acquired inventory was comprised of finished goods and raw materials. The fair value of finished goods was based on net realizable value adjusted for the costs of selling and a reasonable profit margin on selling effort. The fair value of raw materials was determined to approximate book value.

Acquired intangible assets include customer relationships, tradenames and unpatented developed technologies. Intangible assets were valued using the multi-period excess earnings and relief-from-royalty methods, both forms of the income approach which considers a forecast of future cash flows generated from the use of each asset. The following table shows the preliminary fair values assigned to identifiable intangible assets ($ in millions):



	Preliminary Fair Values as of March 13, 2020		Weighted-Average Amortization Period (Years)
Amortizable intangible assets:
Customer relationships	$	66.0	15
Tradenames and other	11.2		15
Developed technology	8.0		10
Total amortizable intangible assets	$	85.2

During the three months ended March 31, 2020, the Company recognized $1.1 million in direct and indirect acquisition-related costs for the Tekra acquisition. Direct and indirect acquisition-related costs were expensed as incurred and are included in the General expense line item in the condensed consolidated statements of income.

The amounts of Net sales and Income from continuing operations of Tekra included in the Company's condensed consolidated income statement from the acquisition date are as follows ($ in millions):



	March 13, 2020 - March 31, 2020
Net Sales	$	5.5
Income from Continuing Operations	$	0.4

The amount of unaudited pro forma Net sales for the three months ended March 31, 2020 and March 31, 2019 for the combined entity were $285.4 million and $285.1 million, respectively. Preparation of pro forma income from continuing operations for the periods presented is impractical given recent changes to the ownership structure of the acquired entities prior to the transaction.