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Acquisition | 3 Months Ended
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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 |  |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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