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In April 1999, the Company acquired the operating assets of International
Paper Companys Sprague boxboard mill for approximately $103,200,000
in cash plus $4,700,000 of assumed debt. Sprague, located in Versailles,
Connecticut, produces clay-coated recycled boxboard used primarily
in the manufacture of folding cartons. Goodwill of approximately
$7,100,000 was recorded in connection with the acquisition and is
being amortized over 40 years.
Also in April 1999, the Company acquired the assets and assumed
certain liabilities of Halifax Paper Board Company, Inc. (Halifax)
in exchange for 34,256 shares of the Companys common stock
valued at $802,000 and repayment of $5,560,000 of Halifaxs
debt. Halifax operates a paperboard mill in Roanoke Rapids, North
Carolina, that produces specialty paperboard and a specialty paperboard
converting plant whose operations were relocated to Greenville,
South Carolina. No goodwill was recorded in connection with this
acquisition.
In June 1999, the Company acquired the assets and assumed certain
liabilities of Tenneco Packaging Inc.s folding carton division
for approximately $72,700,000 in cash. The division consists of
five folding carton plants located in Mentor, Ohio; Grand Rapids,
Michigan; St. Louis, Missouri; Denver, Colorado; and Salt Lake City,
Utah, and five sales and technical support centers. Goodwill of
approximately $900,000 was recorded in conjunction with the acquisition
and is being amortized over 40 years.
In September 1999, the Company acquired all of the outstanding
stock of Carolina Converting Inc. (CCI) in exchange
for 480,309 shares of the Companys common stock valued at
approximately $11,200,000 and repayment of $2,000,000 of CCIs
debt. CCI operates a specialty converting and packaging facility
located in Fayetteville, North Carolina. Goodwill of approximately
$10,000,000 was recorded in conjunction with the acquisition and
is being amortized over 40 years.
The following unaudited pro forma financial information assumes
that the above acquisitions occurred on January 1, 1999. These results
have been prepared for comparative purposes only and do not purport
to be indicative of what would have resulted had the acquisitions
occurred on January 1, 1999 or the results that may occur in the
future (in thousands, except per share data):
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4. Equity Interest in Unconsolidated
Affiliates
On April 1, 1996, the Company transferred substantially all of
the operating assets and liabilities of its wholly owned subsidiary,
Standard Gypsum Corporation, a producer of gypsum wallboard, to
a newly formed limited liability company, Standard Gypsum, L.P.
(Standard). Simultaneous with the formation of Standard,
the Company sold a 50 percent interest in Standard to Temple-Inland
Forest Products Corporation (Temple), an unrelated third
party, for $10,800,000 in cash. Standard is operated as a joint
venture managed by Temple. The Company accounts for its interest
in Standard under the equity method of accounting. The Companys
equity interest in the earnings of Standard for the years ended
December 31, 2000, 1999 and 1998 was $9,218,000, $4,343,000 and
$1,703,000, respectively. During April 1998, Standard entered into
a loan agreement with a financial institution for credit facilities
in an amount not to exceed $61,000,000. Proceeds of the new credit
facility were used to fund the construction of a green field gypsum
wallboard plant in Cumberland City, Tennessee, which began operation
in the fourth quarter of 1999. During 1999, Standard received financing
from two industrial revenue bond issuances by Stewart County, Tennessee,
totaling $56,200,000. The proceeds of the bond issuances were used
to pay off the borrowings under the credit facility and fund the
remaining construction of the plant. The Company received distributions
based on its equity interest in Standard of $13,500,000, $1,000,000
and $1,500,000 in 2000, 1999 and 1998, respectively. In addition,
the Company guarantees one-half of Standards credit facility.
At December 31, 2000, the Companys portion of this guaranteed
debt totaled approximately $28,100,000. The Companys guarantee
of the Standard credit facility contains financial maintenance covenants,
and the Standard credit facility contains a cross-default to these
covenants. At December 31, 2000, the Company was not in compliance
with certain financial maintenance covenants (Note 5), and the Standard
credit facility was in default based on this cross-default. Waivers
for the Companys non-compliance with the financial maintenance
covenants and the related cross-default were received from Standards
lenders, and the financial maintenance covenants were amended on
a going-forward basis.
Summarized financial information for Standard at December 31, 2000
and 1999 and for the years ended December 31, 2000, 1999 and 1998,
respectively, is as
follows (in thousands):
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