Acquisition

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisition

ACQUISITION

On May 13, 2021, we completed the acquisition of all the outstanding equity interests in Georgia-Pacific Mt. Holly LLC, Georgia-Pacific's U.S. nonwovens business ("Mount Holly") for $170.9 million. Mount Holly’s results are reported prospectively from the acquisition date as part of our Airlaid Materials segment.

On October 29, 2021, we completed the acquisition of PMM Holding (Luxembourg) AG, the owner of all of the equity interest in Jacob Holm, a global leading manufacturer of premium quality spunlace nonwoven fabrics for critical

cleaning, high-performance materials, personal care, hygiene and medical applications, for approximately $304.0 million for all outstanding shares and the extinguishment of Jacob Holm’s debt.

The following table sets forth information related to the consideration exchanged for the Jacob Holm acquisition.

In thousands
Total consideration	$	303,952
Less: Debt repaid	(148,000)
Cash consideration	$	155,952

The preliminary purchase price allocation related to the Jacob Holm acquisition set forth in the following table is based on all information available to us at the present time and is subject to change. The purchase price allocation is preliminary as we are in the process of finalizing our analysis of certain matters, primarily related to the assessment of potential tax liabilities associated with the acquired entities. In the event new information becomes available, the measurement of the amount of goodwill reflected may be affected.

In thousands	Jacob Holm
Assets
Cash and cash equivalents	$	11,426
Accounts receivable	30,271
Inventory	45,340
Prepaid and other current assets	6,727
Plant, equipment and timberlands	158,612
Intangible assets	70,240
Goodwill	48,355
Other assets	26,929
Total assets	397,900
Liabilities
Short-term debt	14,081
Accounts payable	25,264
Other current liabilities	21,263
Other long-term liabilities	33,340
Total liabilities	93,948
Total preliminary purchase price	$	303,952

For purposes of allocating the total purchase price, assets acquired and liabilities assumed are recorded at their estimated fair market values. The allocations set forth above are based on management’s estimate of the fair value using valuation techniques such as discounted cash flow models, appraisals and similar methodologies.

The following table sets forth information related to amounts of net sales and operating income (loss) of the acquired businesses included in our results of operations in the three and nine months ended 2022:

	Three months ended September 30,		Nine months ended September 30,
In thousands	2022		2022
Jacob Holm
Net sales	$	89,160	$	282,464
Operating loss	(4,671)		(8,051)

The following table summarizes annual unaudited pro forma financial information as if the acquisition occurred as of January 1, 2021:

(unaudited)	Three months ended September 30,		Nine months ended September 30,
In thousands, except per share	2021		2021
Pro forma
Net sales	$	350,708	$	1,010,658
Income from continuing operations	6,961		18,746

The pro forma financial information set forth above for the three and nine months ended September 30, 2021 includes $2.7 million and $8.7 million, respectively, of one-time costs directly related to the Jacob Holm and Mount Holly transactions. Such costs are presented under the caption “Selling, general and administrative expenses” in the accompanying condensed consolidated statements of income.