Note 2 - Acquisition and Divestiture

6 Months Ended

Jun. 01, 2019

Notes to Financial Statements

Business Combination Disclosure [Text Block]

Note

2:

Acquisition and Divestiture

Ramapo Sales and Marketing, Inc.

On

May 17, 2019,

we acquired certain assets from a window and insulating glass sealants sales and distribution company, Ramapo Sales and Marketing, Inc. (“Ramapo”), headquartered in Charleston, South Carolina.  This acquisition supports the integration of the insulating glass business that we acquired as part of the Royal Adhesives acquisition.  The initial purchase price of

$7,914

was funded through existing cash.  Contingent consideration of up to

$3,400

is expected to be paid related to financial results for the

twelve

months ended

December 31, 2019.

Existing receivables of

$2,166

from Ramapo were effectively settled as a result of the acquisition, resulting in an estimated purchase price of

$13,480.

The acquisition fair value measurement was preliminary as of

June 1, 2019,

which includes goodwill of

$507,

customer relationship intangible of

$8,800,

and additional acquired assets of

$4,173.

Goodwill is deductible for tax purposes. Ramapo and the related goodwill are reported in our Americas Adhesives operating segment.

Dalton Holdings, LLC

In

June 2019,

the Company entered into a definitive agreement for the sale of Dalton Holdings, LLC (“Dalton Holdings”), which primarily manufactures surfactants and thickeners, within the Americas Adhesives segment. The sale of this business is expected to be completed during the

third

quarter of fiscal

2019.

The following assets and liabilities are classified as held for sale and are included in the corresponding categories in the condensed consolidated balance sheet as of

June 1, 2019:

Current assets	$	3,976
Non-current assets		59,832
Current liabilities		1,804
Non-current liabilities		8,676