XML 27 R11.htm IDEA: XBRL DOCUMENT
v3.21.2

Acquisition | 9 Months Ended
--- | ---
Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract] |
Acquisition | ACQUISITIONOn May 13, 2021, we completed the acquisition of all the outstanding equity interests in Georgia-Pacific Mt. Holly LLC, Georgia-Pacific's U.S. nonwovens business ("Mount Holly"), for $170.9 million. This business includes the Mount Holly, NC manufacturing facility with annual production capacity of approximately 37,000 metric tons and an R&D center and pilot line for nonwovens product development in Memphis, TN. The Mount Holly facility produces high-quality airlaid products for the wipes, hygiene, 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 employs approximately 140 people. Mount Holly’s results are reported prospectively from the acquisition date as part of our Airlaid Materials segment. Mount Holly had annual net sales of approximately $100 million in 2020. The acquisition was financed through a combination of cash on hand and borrowings under our revolving credit facility. The preliminary purchase price 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 becomes available, primarily related to the finalization of post-closing working capital adjustments, the measurement of the amount of goodwill reflected may be affected. The following table summarizes preliminary allocation of the purchase price to assets acquired and liabilities assumed is as follows:
In thousands | Preliminary Allocation
Assets |
Accounts receivable | $ | 11,576 |
Inventory | 7,031 |
Prepaid and other current assets | 11 |
Plant, equipment and timberlands | 100,498 |
Intangible assets | 20,000 |
Goodwill | 36,231 |
Other assets | 8,041 |
Total assets | 183,388 |
Liabilities |
Accounts payable | 2,587 |
Other current liabilities | 2,017 |
Other long-term liabilities | 7,865 |
Total liabilities | 12,469 |
Total purchase price | $ | 170,919 |
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. Acquired property, plant and equipment are being depreciated on a straight-line basis with estimated remaining lives ranging from five years to 35 years. Intangible assets are being amortized on a straight-line basis over an estimated remaining life of 11 years reflecting the expected future value. In connection with the Mount Holly acquisition, we recorded $36.2 million of goodwill and $20.0 million of identifiable intangible assets consisting of customer relationships. The goodwill arising from the acquisition largely relates to strategic benefits, product and market diversification, assembled workforce, and similar factors. For tax purposes, the goodwill is deductible over 15 years. Revenue and operating income of Mount Holly is included in our consolidated results of operations for 2021 prospectively from May 13, 2021, the date of acquisition, and totaled $34.2 million and $4.0 million, respectively. The following table summarizes unaudited pro forma financial information as if the acquisition occurred as of January 1, 2020:
(unaudited) |  |  | Three months ended September 30 |  | Nine months ended September 30
In thousands, except per share |  |  | 2020 |  | 2021 |  | 2020
Pro forma |  |  |  |  |  |  |
Net sales |  |  | $ | 260,722 |  |  | $ | 750,236 |  |  | $ | 759,074 |
Income from continuing operations |  |  | 7,279 |  |  | 15,339 |  |  | 15,565 |
Income per share from continuing operations |  |  | 0.16 |  |  | 0.34 |  |  | 0.35 |
The pro forma financial information set forth above for three months and nine months ended September 30, 2021 includes $0.2 million and $4.6 million, respectively, of one-time costs directly related to the Mount Holly transaction. Such costs are presented under the caption “Selling, general and administrative expenses” in the accompanying condensed consolidated statements of income.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration