Business Combinations | 9 Months Ended |
Sep. 30, 2013 |
Business Combinations | ' |
Note 4 – Business Combinations |
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On April 1, 2013, the Company acquired the remaining 50 percent membership interest of Del-Tin Fiber L.L.C. (“Del-Tin Fiber”) for an agreed-upon amount of approximately $20,000,000 which was considered to be comprised of a cash payment of $5,170,000 and the value of 50 percent of the long-term debt. Del-Tin Fiber was an existing joint venture that operates a medium density fiberboard (“MDF”) manufacturing facility in El Dorado, Arkansas. This facility has a rated annual production capacity of 150,000,000 square feet, on a 3⁄4 inch basis. The acquisition resulted in Deltic obtaining a controlling financial interest in Del-Tin Fiber due to the Company’s 100 percent ownership of the membership interest of Del-Tin Fiber. As a result, Deltic began treating Del-Tin Fiber as a consolidated subsidiary of the Company as of the acquisition date. With this consolidation, on April 1, 2013, Deltic’s Consolidated Balance Sheet included the $29,000,000 of long-term debt of Del-Tin Fiber, which represents the L.L.C.’s recorded liability for the outstanding industrial bonds due in 2027. This acquisition was consistent with Deltic’s strategy of growth through acquisitions and vertical integration, since Del-Tin Fiber uses residual by-products generated by Deltic’s sawmill operations as the raw material in its manufacturing process. |
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Note 4 – Business Combinations (cont.) |
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Prior to this acquisition, the Company owned 50 percent of the membership interest of Del-Tin Fiber, and reported it as an equity method investment. In accordance with ASC 805, Deltic accounted for the acquisition as a business combination achieved in stages. Thus, the Company remeasured the carrying amount of its previously held investment in the joint venture to current fair value, and recorded a $3,165,000 pretax remeasurement gain, determined by the amount by which the acquisition-date fair value of this investment, of $10,786,000, exceeded its previous carrying amount of $7,621,000. This gain was included in Other Income in the Company’s Consolidated Statements of Income for the nine months ended September 30, 2013. |
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The acquisition date fair value of the Company’s existing 50 percent equity interest in Del-Tin Fiber was derived by applying the ownership percentage to the fair value of the net assets of Del-Tin Fiber. It was determined that no discounting was required, since prior to the acquisition, there was equally shared control of the joint venture by the owning members without specific benefit identified that related to the existence of control. In addition, Deltic continues to operate the existing facility to produce MDF. |
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The fair value of assets acquired and liabilities assumed was determined using a combination of various methodologies, as appropriate, depending on the asset type and classification. Current assets and liabilities were valued at book value since carrying value approximated fair value. Property, plant, and equipment assets were valued under various methodologies, including the market approach using comparable sales for real estate and the cost approach discounted for obsolescence for plant and equipment. Intangible assets were valued using the discounted income approach and using a discount rate of 15 percent. Long-term debt was valued at book value since it approximated fair value. There was no tax deductible goodwill as a result of the Del-Tin Fiber acquisition. |
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The total cost of the acquisition has been allocated to the assets acquired and the liabilities assumed based upon their estimated fair values at the date of the acquisition and is presented in the table below. The purchase price allocation and gain on bargain purchase are preliminary estimates and are subject to change during the measurement period as the deferred taxes related to the acquired assets are finalized. |
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Note 4 – Business Combinations (cont.) |
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The preliminary purchase price allocated to the net tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date and the calculation of the gain on bargain purchase were as follows: |
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(Thousands of dollars) | | | | | | | | | |
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Accounts receivable | $ | | 4,229 | | | | | | | |
Inventories | | 4,805 | | | | | | | |
Other current assets | | 360 | | | | | | | |
Property, plant, and equipment | | 40,960 | | | | | | | |
Intangible assets1 | | 1,700 | | | | | | | |
Other assets | | 171 | | | | | | | |
Current liabilities | | (1,653 | ) | | | | | | |
Deferred tax liabilities | | (2,331 | ) | | | | | | |
Long-term liabilities | | (29,000 | ) | | | | | | |
Net assets acquired | | 19,241 | | | | | | | |
Cash paid | | (5,170 | ) | | | | | | |
Fair value of previously held investment in Del-Tin Fiber | | (10,786 | ) | | | | | | |
Gain on bargain purchase | $ | | 3,285 | | | | | | | |
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1The acquired intangible assets consist of internally developed software which is being amortized over three years. |
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The preliminary purchase price allocation resulted in the recognition of a gain on bargain purchase of approximately $3,285,000, which was included in the Consolidated Statements of Income for the nine months ended September 30, 2013. The gain on bargain purchase was the result of the fair value of the identifiable net assets acquired exceeding the purchase price paid for the acquisition. The seller, Deltic’s former joint venture partner, was motivated to sell its half of Del-Tin Fiber in order to facilitate the sale of its remaining building products business to a major building products company that had no interest in owning a membership interest in a joint venture. This sale was part of the former joint venture partner’s stated plan to divest itself of its building product assets by the end of the year 2013. |
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Transaction costs related to the acquisition of Del-Tin Fiber were insignificant and were expensed as incurred. The cash paid to the seller at the closing of the acquisition was funded by cash on hand. |
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The results of Del-Tin Fiber’s operations have been included in the consolidated financial statements subsequent to the acquisition date and were included in the Company’s Manufacturing segment. Subsequent to the acquisition date, for the three months and nine months ended September 30, 2013, the Company included net sales of approximately $17,156,000 and $34,593,000, respectively from Del-Tin Fiber in its Consolidated Statements of Income. Deltic’s operating income for the three months and nine months ended September 30, 2013, included $2,440,000 and $3,911,000, respectively, from Del-Tin Fiber operations. |
Note 4 – Business Combinations (cont.) |
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The following unaudited supplemental pro forma financial information in the table below summarizes the Company’s combined results of operations as if the acquisition of Del-Tin Fiber had occurred at the beginning of the periods presented. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred if the acquisition had been completed on January 1, 2012. |
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| | Nine Months Ended | |
September 30, |
(Thousands of dollars, except per share amounts) | | 2013 | | | | 2012 | |
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Net sales | $ | | 168,895 | | | $ | | 154,177 | |
Net income | | 20,104 | | | | 6,633 | |
Basic net income per share | | 1.60 | | | | .53 | |
Diluted net income per share | | 1.59 | | | | . 53 | |
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