Clearwater Paper Corp
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 18, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Business Acquisition
NOTE 3: BUSINESS ACQUISITION
On May 1, 2024, we completed the acquisition of a paperboard manufacturing facility and associated business, located in Augusta, Georgia (Augusta) from Graphic Packaging International, LLC (Augusta Acquisition). The acquisition is being accounted for under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinationsas a business combination as opposed to an asset acquisition. We used borrowings under our credit facilities to fund the acquisition.
The purchase price of the Augusta Acquisition was allocated to assets acquired and liabilities assumed based on the estimated fair values as of the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, which is expected to be deductible for tax purposes. The purchase price was final as of May 1, 2025.
The purchase price allocation as of May 1, 2025 is as follows:
| Original Purchase Price Allocation · Measurement Period Adjustments · Final Purchase Price Allocation | ||||
|---|---|---|---|---|
| Purchase price | $708.2 | $— | $708.2 | |
| Inventories, net | 102.8 | 0.7 | 103.5 | |
| Other current assets | 0.4 | (0.1) | 0.4 | |
| Property, plant and equipment | 609.3 | 1.0 | 610.3 | |
| Other assets, net | 11.8 | 11.8 | ||
| Total assets acquired | 724.3 | 1.6 | 725.9 | |
| Current portion of long-term debt | (0.6) | — | (0.6) | |
| Accounts payable and accrued liabilities | (7.7) | (0.8) | (8.5) | |
| Long-term debt | (8.9) | — | (8.9) | |
| Other long-term obligations | (12.6) | — | (12.6) | |
| Total liabilities assumed | (29.7) | (0.8) | (30.5) | |
| Net assets acquired | 694.5 | 0.8 | 695.3 | |
| Goodwill | 13.7 | (0.8) | 12.9 | |
| Total estimated fair value of net assets acquired | $708.2 | $— | $708.2 | |
The following unaudited pro forma consolidated financial information for the twelve ended December 31, 2024 combines our results and the unaudited results of the Augusta operations for the corresponding periods. The unaudited pro forma consolidated financial information assumes that the Augusta Acquisition, which closed on
May 1, 2024, was completed on January 1, 2023. The pro forma consolidated financial information has been calculated after applying our accounting policies and includes adjustments to reduce previously recorded amortization expense, fair value adjustments for acquired inventory, property, plant and equipment and operating leases. The impact to depreciation expense was de minimis due to the valuation step up being offset by increased useful lives. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of our operating results that would have been achieved had the Augusta Acquisition actually taken place on January 1, 2023. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur after the Augusta Acquisition, including but not limited to revenue enhancements, cost savings or operating synergies that we may achieve as a result of the Augusta Acquisition.
| For The Years Ended December 31, | ||
|---|---|---|
| (Unaudited) | 2024 | 2023 |
| Net sales | $1,572.4 | $1,750.8 |
| Net income | 183.0 | 124.1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.