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Description of Business
6 Months Ended
Jun. 28, 2014
Accounting Policies [Abstract]  
Business Description
Description of Business
AVINTIV Specialty Materials Inc. (formerly “Polymer Group, Inc.”), a Delaware corporation, and its consolidated subsidiaries (the “Company” or "AVINTIV") is a leading global innovator and manufacturer of specialty materials, primarily focused on the production of nonwoven products. The Company has one of the largest global platforms in the industry, with a total of 24 manufacturing and converting facilities located in 14 countries throughout the world. The Company operates through four reportable segments: North America, South America, Europe and Asia, with the main sources of revenue being the sales of primary and intermediate products to consumer and industrial markets.
Basis of Presentation
The accompanying consolidated financial statements reflect the consolidated operations of the Company and have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) within the FASB Accounting Standards Codification (“ASC”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments, which include normal recurring adjustments, necessary to present fairly the consolidated results for the periods presented. Certain reclassifications of amounts reported in prior years have been made to conform with the current period presentation.
On January 28, 2011, pursuant to an Agreement and Plan of Merger, dated as of October 4, 2010, the Company was acquired by affiliates of the Blackstone Group (“Blackstone”), along with certain members of the Company's management (the "Merger"), for an aggregate purchase price valued at $403.5 million. As a result, the Company became a privately-held company. Under the guidance provided by the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin Topic 5J, “New Basis of Accounting Required in Certain Circumstances,” push-down accounting is required when such transactions result in an entity becoming substantially wholly-owned. Therefore, the basis in shares of common stock of the Company has been pushed down to the Company from AVINTIV Inc., a Delaware corporation ("Holdings") that owns 100% of the issued and outstanding common stock of AVINTIV Acquisition Corporation, a Delaware corporation ("Parent") that owns 100% of the issued and outstanding common stock of the Company.
The Company's fiscal year is based on a 52 week period ending on the Saturday closest to each December 31. The three months ended June 28, 2014 and June 29, 2013 contain operating results for 13 weeks, respectively. The six months ended June 28, 2014 and June 29, 2013 each contain operating results for 26 weeks.
The Company has revised the financial information in this quarterly report on Form 10-Q/A for the quarterly period ended June 28, 2014 to reflect the update of purchase accounting related to the acquisition of Companhia Providência Indústria e Comércio, a Brazilian corporation ("Providência") on June 11, 2014. During the third quarter of 2014, the Company obtained new information related to the assets acquired and liabilities assumed of Providência. The facts and circumstances existed at the date of acquisition and, if known, would have affected the measurement of the amounts recognized at that date. During the fourth quarter of 2014, the Company updated its fair market value estimates for inventory, property, plant and equipment, intangible assets and redeemable noncontrolling interest. In addition, deferred tax impacts related to these updates were recorded. In accordance with ASC 805, "Business Combinations" ("ASC 805"), measurement period adjustments are not included in current earnings, but recognized as of the date of acquisition with a corresponding adjustment to goodwill resulting from the change in preliminary amounts. As a result, the Company adjusted the preliminary allocation of the purchase price initially recorded at the date of acquisition and retrospectively adjusted its financial results at June 28, 2014 to reflect these measurement period adjustments. Refer to Note 4, "Acquisitions" for further information on the acquisition of Providência.
The Company has revised the financial information in this quarterly report on Form 10-Q/A for the quarterly period ending June 28, 2014 to reflect the finalization of purchase accounting related to the acquisition of Fiberweb Limited (formerly Fiberweb, plc)("Fiberweb"), which was acquired by the Company on November 15, 2013. During the third quarter of 2014, the Company finalized the fair market value estimates of assets acquired and liabilities assumed with the assistance of a third-party valuation specialist. In accordance with ASC 805, measurement period adjustments are not included in current earnings, but recognized as of the date of acquisition with a corresponding adjustment to goodwill resulting from the change in preliminary amounts. As a result, the Company adjusted the preliminary allocation of the purchase price initially recorded at the date of acquisition date and retrospectively adjusted its financial results at December 28, 2013 and June 28, 2014 to reflect these measurement period adjustments. Refer to Note 4, "Acquisitions" for further information on the acquisition of Fiberweb.
In addition, the Company has updated the financial information in this quarterly report on Form 10-Q/A for the quarterly period ending June 28, 2014 to reflect the change in its reportable segments made during the third quarter of 2014 in connection with the acquisition of a 71.25% controlling interest in Providência. The Company previously presented its reportable segments as follows: Americas Nonwovens, Europe Nonwovens, Asia Nonwovens and Oriented Polymers. Beginning with the third quarter of 2014, the Company updated its reportable segments to reflect its new organization structure and business focus. As a result, the Company now presents its reportable segments as follows: North America, South America, Europe and Asia. Historical reportable segment disclosures have been revised to conform to the new reporting structure. Refer to Note 19, "Segment Information" for further information on the change in the Company's reportable segments.
Restatement
The Company has restated its previously issued June 28, 2014 Consolidated Balance Sheets and Consolidated Statements of Changes in Equity to correct errors related to the accounting for the redeemable noncontrolling interest of $100.5 million acquired in the acquisition of Providência. The Company determined that ASC 480, "Distinguishing Liabilities from Equity" ("ASC 480") requires the noncontrolling interest to be presented as mezzanine equity on the Consolidated Balance Sheets and adjusted to its estimated maximum redemption amount at each balance sheet date. Refer to Note 4, "Acquisitions" for further information on the acquisition of Providência.
The impact of this restatement when compared to the Company's previously reported Consolidated Balance Sheet as of June 28, 2014 is as follows:
 
June 28, 2014
In thousands
As Previously Reported
 
Measurement Period Adjustments
 
Restatement Adjustments
 
Restated
Redeemable noncontrolling interest
$

 
$

 
$
100,467

 
$
100,467

 
 
 
 
 
 
 


Additional paid-in-capital
296,911

 

 
(21,829
)
 
275,082

     Total AVINTIV Specialty Materials Inc. shareholders' equity
132,533

 
3,676

 
(21,829
)
 
114,380

Noncontrolling interest
91,543

 
(12,198
)
 
(78,638
)
 
707

     Total equity
224,076

 
(8,522
)
 
(100,467
)
 
115,087

Total liabilities and equity
$
2,242,733

 
$
(40,181
)
 
$

 
$
2,202,552


The restatement has no impact on the Consolidated Statements of Comprehensive Income (Loss) or the Consolidated Statement of Cash Flows. Refer to Note 15, "Redeemable Noncontrolling Interest" for further information on the accounting of the redeemable noncontrolling interest.