XML 28 R13.htm IDEA: XBRL DOCUMENT v3.8.0.1
Business Combinations (Notes)
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
Business Combinations
On December 16, 2016, we acquired Manchester for total consideration of $71.7 million. The purchase price included a $67.5 million cash payment, after adjusting for a working capital closing adjustment of $0.7 million, as well as $4.2 million in net liabilities effectively settled. The acquisition was financed with existing cash and proceeds from our revolving credit facilities. The acquisition resulted in the recognition of $35.1 million of goodwill, which is not deductible for tax purposes. Manchester's operations are included in our Pulp and Paperboard segment.
Goodwill recorded in the acquisition of Manchester was based on the purchase price allocation. We allocated the purchase price to the net assets of Manchester Industries acquired in the acquisition based on our estimates of the fair value of assets and liabilities as follows:

(in thousands)
Amount

Current assets
$
22,046

Property, plant and equipment
6,967

Goodwill
35,074

Intangible assets
25,472

Assets acquired
89,559

Current liabilities
5,403

Deferred tax liabilities
12,491

Liabilities assumed
17,894

   Net assets acquired
$
71,665



We estimated the fair value of the assets and liabilities of Manchester utilizing information available at the time of acquisition. We considered outside third-party appraisals of the tangible and intangible assets to determine the applicable fair market values. In the fourth quarter of 2017, we completed the collection of information necessary to complete our determination of the fair values included in the purchase price in association with the final tax basis of acquired intangible assets and fixed assets used in the determination of deferred tax liabilities at the acquisition date. As a result, the deferred tax liabilities and goodwill associated with this acquisition were reduced by $0.1 million.

All costs associated with advisory, legal and other due diligence-related services performed in connection with acquisition-related activity are expensed as incurred. These costs were $0.2 million and $2.7 million for 2017 and 2016, respectively, and were recorded as selling, general and administrative expenses on our Consolidated Statements of Operations.

No supplemental pro-forma information is presented for the acquisition due to the immaterial pro-forma effect of the acquisition on our results of operations for all years presented.