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Acquisitions
 12 Months Ended
Dec. 31, 2012
Acquisitions [Abstract]  
ACQUISITIONS
3. ACQUISITIONS

On February 12, 2010, we completed the acquisition of all the issued and outstanding stock of Concert Industries Corp. (“Concert”), a manufacturer of highly absorbent cellulose based airlaid non-woven materials, for cash totaling $231.1 million based on the currency exchange rates on the closing date, and net of post-closing working capital adjustments. Concert had operations located in Gatineau, Quebec, Canada and Falkenhagen, Brandenburg, Germany.

 

The following summarizes the final purchase price allocation:

 

         

In thousands

        

Assets

        

Cash

   $ 2,792  

Accounts receivable

     24,120  

Inventory

     28,034  

Prepaid and other current assets

     4,625  

Plant, equipment and timberlands

     186,354  

Intangible assets

     5,040  

Deferred tax assets and other assets

     14,908  

Total

     265,873  

Liabilities

        

Accounts payable and accrued expenses

     25,933  

Deferred tax liabilities

     5,336  

Other long term liabilities

     3,522  

Total

     34,791  

Total purchase price

   $ 231,082  

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 sales contracts and relationships. Deferred tax assets reflect the estimated value of future tax deductions acquired in the transaction.

Our results of operations for 2010 include the results of Concert prospectively from the February 12, 2010 date of acquisition. All such results are reported herein as the Advanced Airlaid Materials business unit, a new reportable segment. Revenue and operating income of this operation included in our consolidated statements of income totaled $246.3 million and $18.0 million, respectively, in 2012, $252.0 million and $13.4 million, respectively, in 2011 and $193.5 million and $4.4 million, respectively, in 2010.

The unaudited pro forma results for 2010 include the amortization associated with the acquired intangible assets and interest expense associated with debt used to fund the acquisition, as well as fair value adjustments for plant, equipment and timberlands. To better reflect the combined operating results, material non-recurring charges directly attributable to the acquisition have been excluded. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved.

 

         

In thousands, except per share

    
 
 		 Year ended
December 31
2010		   
  
  

Pro forma

        

Net sales

   $ 1,480,980  

Net income

     69,116  

Diluted earnings per share

     1.49