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Business Combinations and Asset Acquisitions | 9 Months Ended
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Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Business Combination Disclosure | 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 Combinations as a business combination as opposed to an asset acquisition. We used borrowings under our credit facilities to fund the acquisition. This acquisition strengthened our position as a premier, independent supplier of paperboard products to converters through improved scale and cost structure. 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 allocation of the purchase price shown below remains preliminary and is subject to further adjustment, pending additional refinement and final completion of valuations, including but not limited to valuations of property, plant and equipment. Goodwill is primarily attributed to synergies from future expected economic benefits, including enhanced revenue growth as well as cost savings from reduction of duplicative overhead, streamlined operations and enhanced operational efficiency. The purchase price allocation as of September 30, 2024 is as follows:
| Original Purchase Price Allocation | Measurement Period Adjustments | Updated Purchase Price Allocation
Purchase price | $ | 708.2 |  | $ | — |  | $ | 708.2 |
Inventories, net | 102.8 |  | — |  | 102.8 |
Other current assets | 0.4 |  | — |  | 0.4 |
Property, plant and equipment | 609.3 |  | 1.4 |  | 610.7 |
Other assets, net | 11.8 |  | — |  | 11.8 |
Total assets acquired | 724.3 |  | 1.4 |  | 725.7 |
Current portion of long-term debt | (0.6) |  | — |  | (0.6) |
Accounts payable and accrued liabilities | (7.7) |  | — |  | (7.7) |
Long-term debt | (8.9) |  | — |  | (8.9) |
Other long-term obligations | (12.6) |  | — |  | (12.6) |
Total liabilities assumed | (29.7) |  | — |  | (29.7) |
Net assets acquired | 694.5 |  | 1.4 |  | 695.9 |
Goodwill | 13.7 | $ | (1.4) |  | 12.3
Total estimated fair value of net assets acquired | $ | 708.2 |  | $ | — |  | $ | 708.2 |
As reflected in the previous table, we updated the purchase price allocation for the Augusta acquisition based on third-party valuation reports we received during the third quarter of 2024 to update the fair value of property, plant and equipment acquired with a corresponding change to goodwill. The Consolidated Statements of Operations includes $213.1 million of Net Sales and $5.5 million of Net Loss for the nine months ended September 30, 2024 associated with this acquisition. The following unaudited pro forma consolidated financial information for the nine months ended September 30, 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 previous 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.
|  | Quarter Ended September 30, |  | Nine Months Ended September 30,
|  | 2024 | 2023 |  | 2024 | 2023
Net sales |  | $ | 393.3 |  | $403.0 |  | $ | 1,185.3 |  | $ | 1,324.7 |
Net income (loss) |  | 5.8 |  | 31.9 |  |  | (16.1) |  | 97.7 |

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- 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://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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