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Acquisition
3 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]  
Acquisition

3.

ACQUISITION

On October 1, 2018, we completed our acquisition of Georgia-Pacific’s European nonwovens business (the “GP Business”) for $186 million including a working capital adjustment and  post-closing purchase price adjustments of $2.0 million.

The acquisition consisted of Georgia-Pacific’s operations located in Steinfurt, Germany, along with sales offices located in France and Italy.  The Steinfurt facility produces high-quality airlaid products for the table-top, wipes, hygiene, food pad, and other nonwoven materials markets, competing in the marketplace with nonwoven technologies and substrates, as well as other materials focused primarily on consumer based end-use applications.  The facility is a state-of-the-art, 32,000-metric-ton-capacity manufacturing facility that employs approximately 220 people. Steinfurt’s results were reported prospectively from the acquisition date as part of our Advanced Airlaid Materials business unit.

We financed the transaction through a combination of cash on hand and borrowings under our revolving credit facility.

The preliminary allocation set forth in the following table is based on all information available to us at the present time and is subject to change.  In the event new information, primarily related to the finalization of the values of certain intangible assets, becomes available, the measurement of the amounts of goodwill reflected may be affected.  The preliminary allocation of the purchase price to assets acquired and liabilities assumed is as follows:

 

In thousands

 

 

Preliminary Allocation

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

 

$

7,540

 

Accounts receivable

 

 

 

13,277

 

Inventory

 

 

 

11,133

 

Prepaid and other current assets

 

 

 

290

 

Plant, equipment and timberlands

 

 

 

66,167

 

Intangible assets

 

 

 

43,573

 

Goodwill

 

 

 

75,349

 

Total assets

 

 

 

217,329

 

Liabilities

 

 

 

 

 

Accounts payable

 

 

 

8,577

 

Deferred tax liabilities

 

 

 

19,119

 

Other long term liabilities

 

 

 

1,162

 

Total liabilities

 

 

 

28,858

 

Total

 

 

 

188,471

 

less cash acquired

 

 

 

(7,540

)

Total purchase price

 

 

$

180,931

 

For purposes of allocating the total purchase price, assets acquired and liabilities assumed are recorded at their estimated fair market value. The allocation set forth above is based on management’s estimate of the fair value using valuation techniques such as discounted cash flow models, appraisals and similar methodologies. The amount allocated to intangible assets represents the estimated value of customer relationships, technological know-how and trade name.

In connection with the Steinfurt acquisition we recorded $75.3 million of goodwill and $43.6 million of intangible assets. The goodwill arising from the acquisition largely relates to strategic benefits, product and market diversification, assembled workforce, and similar factors. For tax purposes, none of the goodwill is deductible. Intangible assets consist of technology, customer relationships and tradename.

The following table summarizes unaudited pro forma financial information as if the acquisition occurred as of January 1, 2018:

 

 

 

Three months ended

March 31, 2018

 

 

In thousands, except per share

 

 

(unaudited)

 

 

Pro forma

 

 

 

 

 

 

Net sales

 

 

$

237,286

 

 

Income from continuing

   operations

 

 

 

3,901

 

 

Income per share from

   continuing operations

 

 

 

0.09