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Note 2 - Acquisitions
6 Months Ended
Jun. 02, 2018
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
Note
2:
Acquisitions
 
Adecol
 
On
November 1, 2017,
we acquired Adecol Industria Quimica, Limitada (“Adecol”), headquartered in Guarulhos, Brazil. Adecol works with customers to develop innovative, high-quality hot melt, reactive and polymer-based adhesive solutions in the packaging, converting and assembly markets. The acquisition is expected to enhance our business in Brazil by partnering with customers to produce new and better consumer and durable goods products in this region. The purchase price was
145.9
million Brazilian real, or approximately
$44,682,
and was funded through borrowings on our revolving credit facility and existing cash. Adecol is reported in our Americas Adhesives operating segment.
 
The acquisition fair value measurement was preliminary as of
June 2, 2018,
subject to the completion of the valuation of Adecol and further management reviews and assessment of the preliminary fair values of the assets acquired and liabilities assumed. We expect the fair value measurement process to be completed when the final appraisals are available, but
no
later than
twelve
months from the acquisition date.
 
The following table summarizes the preliminary fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:
 
   
December
2, 2017
   
Adjustments
   
June 2, 2018
 
Current assets
  $
17,877
    $
(1,131
)   $
16,746
 
Property, plant and equipment
   
7,308
     
302
     
7,610
 
Goodwill
   
23,282
     
651
     
23,933
 
Other intangibles
                       
Customer relationships
   
17,016
     
(383
)    
16,633
 
Trademarks/trade names
   
1,363
     
(65
)    
1,298
 
Other assets
   
4,811
     
-
     
4,811
 
Current liabilities
   
(12,765
)    
291
     
(12,474
)
Other liabilities
   
(14,210
)    
335
     
(13,875
)
Total purchase price
  $
44,682
    $
-
    $
44,682
 
 
 
The preliminary expected lives of the acquired intangible assets are
13
years for customer relationships and
five
years for trademarks/trade names.
 
Based on the preliminary fair value measurement of the assets acquired and liabilities assumed, we allocated
$23,933
to goodwill for the expected synergies from combining Adecol with our existing business. Such goodwill is
not
deductible for tax purposes. The goodwill was assigned to our Americas Adhesives operating segment.
 
Royal Adhesives
 
On
October 20, 2017,
we acquired Royal Adhesives and Sealants (“Royal Adhesives”), a manufacturer of high-value specialty adhesives and sealants. Royal Adhesives is a supplier of industrial adhesives in a diverse set of end markets, including aerospace, transportation, commercial roofing, insulating glass, solar, packaging and flooring applications and operates
19
manufacturing facilities in
five
countries. The acquisition is expected to expand our presence in North America, Europe and China and add new technology and packaging capabilities. The purchase price of
$1,622,728
was funded through new debt financing. Royal Adhesives is included in multiple operating segments. See Note
17
for further information on the change to our operating segments for the Royal Adhesives acquisition.
 
The acquisition fair value measurement was preliminary as of
June 2, 2018,
subject to the completion of the valuation of Royal Adhesives and further management reviews and assessment of the preliminary fair values of the assets acquired and liabilities assumed. We expect the fair value measurement process to be completed when the final appraisals are available, but
no
later than
twelve
months from the acquisition date.
 
The following table summarizes the preliminary fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:
 
   
December 2, 2017
   
Adjustments
   
June 2, 2018
 
Accounts receivable
  $
64,904
    $
278
    $
65,182
 
Inventory
   
93,680
     
372
     
94,052
 
Other current assets
   
58,508
     
505
     
59,013
 
Property, plant and equipment
   
126,192
     
(6,055
)    
120,137
 
Goodwill
   
866,013
     
9,109
     
875,122
 
Other intangibles
                       
Developed technology
   
59,800
     
(300
)    
59,500
 
Customer relationships
   
645,300
     
(6,500
)    
638,800
 
Trademarks/trade names
   
53,600
     
(300
)    
53,300
 
Other assets
   
1,443
     
(33
)    
1,410
 
Accounts payable
   
(40,211
)    
1,476
     
(38,735
)
Other current liabilities
   
(37,261
)    
(1,318
)    
(38,579
)
Other liabilities
   
(269,240
)    
2,766
     
(266,474
)
Total purchase price
  $
1,622,728
    $
-
    $
1,622,728
 
 
 
The preliminary expected lives of the acquired intangible assets are
15
years for developed technology,
18
years for customer relationships and
15
years for trademarks/trade names.
 
Based on the preliminary fair value measurement of the assets acquired and liabilities assumed, we allocated
$875,122
to goodwill for the expected synergies from combining Royal Adhesives with our existing business. The goodwill was assigned to multiple operating segments. The amount of goodwill that is deductible for tax purposes is
$38,275.
The remaining goodwill is
not
deductible for tax purposes.
 
Wisdom Adhesives
 
On
January 27, 2017,
we acquired substantially all of the assets of H.E. Wisdom & Sons, Inc. and its affiliate Wisdom Adhesives Southeast, L.L.C., (“Wisdom Adhesives”) headquartered in Elgin, Illinois. Wisdom Adhesives is a provider of adhesives for the packaging, paper converting and durable assembly markets. The acquisition is expected to strengthen our position in the North America adhesives market. The purchase price of
$123,549
was financed through borrowings on our revolving credit facility and is reported in our Americas Adhesives operating segment. We incurred acquisition related costs of approximately
$547,
which were recorded as selling, general and administrative (SG&A) expenses in the Condensed Consolidated Statement of Income for the
six
months ended
June 3, 2017.
 
The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed as of the acquisition date:
 
   
December 2, 2017
 
Current assets
  $
13,844
 
Property, plant and equipment
   
8,641
 
Goodwill
   
59,826
 
Other intangibles
       
Customer relationships
   
45,300
 
Trademarks/trade names
   
4,400
 
Current liabilities
   
(8,462
)
Total purchase price
  $
123,549
 
 
The expected lives of the acquired intangible assets are
15
years for customer relationships and
10
years for trademarks/trade names.
 
Based on the fair value measurement of the assets acquired and liabilities assumed, we allocated
$59,826
 to goodwill for the expected synergies from combining Wisdom Adhesives with our existing business. Such goodwill is deductible for tax purposes. The goodwill was assigned to our Americas Adhesives operating segment.