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Acquisitions
9 Months Ended
Sep. 30, 2013
Acquisitions  
Acquisitions

Note 3.  Acquisitions

 

On January 31, 2013, the Company purchased certain premium paper brands and other assets from Southworth. The Company made a payment of $7.0 million for (i) certain premium fine paper brands including Southworth®, which is the leading writing, text and cover brand sold in the retail channel, (ii) approximately one month of finished goods inventory valued at $1.8 million and (iii) certain converting equipment used for retail grades.  In addition, the parties entered into a supply agreement under which Southworth will manufacture and supply certain products to the Company during a transition period. The acquisition was financed through the Company’s existing credit facility and cash on hand.  The results of the Southworth brands are reported in the Fine Paper segment from the date of acquisition.

 

The Company accounted for the acquisition of the Southworth brands as an asset purchase in accordance with ASC Topic 805 “Business Combinations.”  The acquisition price for the Southworth brands was allocated to the fair value of assets acquired as follows: (i) $5.0 million in non-amortizable intangible trade names and $0.6 million in amortizable customer based intangible assets, (ii) $1.8 million of finished goods inventory and (iii) $0.2 million of property, plant and equipment.  The Company estimated the fair value of the assets acquired in accordance with ASC Topic 820, Fair Value Measurements and Disclosures.  The Company estimated the fair value of finished goods inventory using Level II inputs.  The fair value of the non-amortizable intangible trade names, the amortizable customer based intangible assets and the property, plant and equipment was estimated using Level III inputs. The Company also recognized a liability of $0.6 million as a reserve against the resolution of certain contingencies in the purchase agreement.  As of September 30,2013, substantially all such contingencies had been resolved.  The Company expects to incur approximately $0.6 million in acquisition-related integration costs.  For the three and nine months ended September 30, 2013, the Company incurred $0.2 million and $0.4 million, respectively, of such costs.

 

On January 31, 2012, the Company purchased certain premium paper brands and other assets from Wausau Paper Mills, LLC, a subsidiary of Wausau Paper Corp. (“Wausau”). The Company paid approximately $21 million for (i) the premium fine paper brands ASTROBRIGHTS®, ASTROPARCHE® and ROYAL, (ii) exclusive, royalty free and perpetual license rights for a portion of the EXACT® brand specialty business, including Index, Tag and Vellum Bristol, (iii) approximately one month of finished goods inventory and (iv) certain converting equipment used for retail grades. The results of the Index, Tag and Vellum Bristol brands are reported in the Other segment from the date of acquisition. The results of all other brands acquired from Wausau are reported in the Fine Paper segment from the date of acquisition. For the three and nine months ended September 30, 2012, the Company incurred $0.3 million and $4.7 million, respectively, in acquisition integration costs.