Acquisitions and Divestitures (Tables)

3 Months Ended

Mar. 31, 2022

Business Acquisition [Line Items]

Schedule of Assets and Liabilities of the JVS Business Classified as Held for sale

The assets and liabilities of the JVS business classified as held for sale at March 31, 2022 and December 31, 2021 were as follows:

	March 31, 2022				December 31, 2021
Assets
Current Assets
Trade receivables	$	21.5			$	11.3
Inventories		12.6				16.3
Prepaid expenses and other current assets		4.2				2.3
Property, plant and equipment, net		66.7				64.6
Goodwill		—				—
Intangible assets, net		364.7				364.5
Other assets		0.7				0.7
Impairment on carrying value		(87.4	)	(1)		(82.4	)	(2)
Total assets held for sale	$	383.0			$	377.3
Liabilities
Current Liabilities
Accounts payable	$	20.2			$	20.8
Other current liabilities		9.6				9.8
Deferred tax liabilities		22.4				22.3
Other liabilities		0.9				0.1
Total liabilities held for sale	$	53.1			$	53.0
(1) Includes the effect of approximately $11.2 million of favorable cumulative foreign currency translation adjustment and accumulated other post retirement benefit obligation gains. Additionally, assets held for sale balance reflects approximately $9.4 million of estimated transaction costs incurred, approximately $1.1 million of transaction costs paid during the quarter, and a favorable working capital adjustment of approximately $2.0 million.
(2) Includes the effect of approximately $10.8 million of favorable cumulative foreign currency translation adjustment and accumulated other post retirement benefit obligation gains and approximately $11.5 million of estimated transaction costs incurred.

Nook Industries, LLC [Member]

Business Acquisition [Line Items]

Schedule of Purchase Price Allocation

The fair value of all the acquired identifiable assets and liabilities summarized below are based on preliminary valuations and are subject to change as the Company obtains additional information during the acquisition measurement period. The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill. The goodwill is deductible for income tax purposes. The Company did not record any measurement period adjustments during the quarter ended March 31, 2022. The purchase price allocation as of the acquisition date is as follows:

	At Acquisition Date
Total cash consideration	$	130.3
Purchase price holdback		8.2
Fair value of consideration transferred		138.5
Recognized identifiable assets acquired and liabilities    assumed:
Cash and cash equivalents		5.1
Receivables		3.7
Inventory		10.8
Prepaids and other current assets		0.4
Property, plant and equipment		12.8
Deferred tax asset		0.9
Other non-current assets		5.0
Intangibles		55.1
Accounts payable		(2.9	)
Accrued payroll		(0.7	)
Accrued expenses and other current liabilities		(2.7	)
Other long term liability		(4.6	)
Total identifiable net assets acquired		82.9
Goodwill	$	55.6
Intangible assets acquired consist of:
Customer relationships	$	54.0
Trade name		1.1
Total intangible assets	$	55.1

Schedule of Unaudited Pro Forma Results of Operations

The following table sets forth the unaudited pro forma results of operations of the Company for the quarter ended March 31, 2021 as if the Company had acquired Nook on January 1, 2021. The pro forma information contains the actual operating results of the Company and the Nook business, adjusted to include the pro forma impact of (i) additional depreciation expense as a result of estimated depreciation based on the fair value of fixed assets; (ii) additional expense as a result of the estimated amortization of identifiable intangible assets; (iii) additional interest expense associated with the borrowings used to finance the acquisition and (iv) inventory fair value adjustment. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred at the beginning of the period or that may be obtained in the future.

	Pro forma (unaudited)
	Quarter Ended March 31, 2021
Total revenues	$	481.1
Net income (loss)		37.5
Basic earnings per share	$	0.58
Diluted earnings per share	$	0.57