Goodwill and Other Intangible Assets

6 Months Ended

Jul. 03, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

A summary of the changes in goodwill for the six months ended July 3, 2022 is as follows:


	Consumer Packaging		Industrial Paper Packaging		All Other		Total
Goodwill at December 31, 2021	$	572,416	$	367,780	$	384,305	$	1,324,501
2022 Acquisitions	366,098		—		—		366,098

Foreign currency translation	(10,377)		(8,918)		(2,795)		(22,090)
Measurement period adjustments	(10,151)		—		—		(10,151)
Goodwill at July 3, 2022	$	917,986	$	358,862	$	381,510	$	1,658,358

Goodwill activity reflected under the captions "2022 Acquisitions" and "Measurement period adjustments" relate to the January 26, 2022 acquisition of Metal Packaging. See Note 3 for additional information.

The Company assesses goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole. The Company completed its most recent annual goodwill impairment testing during the third quarter of 2021, and analyzed certain qualitative and quantitative factors in determining whether a goodwill impairment existed. The Company's assessments reflected a number of significant management assumptions and estimates including the Company's forecast of sales growth, gross profit margins, and discount rates. Changes in these assumptions could materially impact the Company's conclusions. Based on its assessments, the Company concluded that there was no impairment of goodwill for any of its reporting units.

Although no reporting units failed the annual impairment test, in management’s opinion the goodwill of the Plastics - Healthcare reporting unit is at risk of impairment in the near term if the reporting unit's operations do not perform in line with management's expectations, or if there is a negative change in the long-term outlook for the business or in other factors such as the discount rate.

Although beginning to benefit from economic recovery, the results of the Plastics - Healthcare reporting unit have been negatively impacted by end-market weakness due to the COVID-19 pandemic. In addition, the unit is facing near-term headwinds from higher raw material and other cost increases. Assuming COVID-19 infection rates continue to decline, management expects market demand will improve throughout 2022 and that selling price increases and/or cost reductions, including restructuring actions and investments in production efficiency projects, will mitigate the impacts of recent raw material and other cost inflation. However, should it become apparent that the ongoing post-COVID-19 recovery is likely to be significantly weaker, delayed, or prolonged compared to management’s current expectations, significant negative price/cost relationships will persist over the long-term, profit margins do not improve as expected, or other assumptions change, such as the discount rate, goodwill impairment charges may be possible in the future.

In the annual goodwill impairment analysis completed during the third quarter of 2021, projected future cash flows for the Plastics - Healthcare reporting unit were discounted at 8.3% and its estimated fair value was determined to exceed its carrying value by approximately 13.3%. Based on the discounted cash flow model and holding other valuation assumptions constant, projected operating profits across all future periods would have to be reduced approximately 13.0%, or the discount rate increased to 9.3%, in order for the estimated fair value of the reporting unit to fall below carrying value. Total goodwill associated with this reporting unit was $62,404 at July 3, 2022.

During the time subsequent to the annual evaluation, and at July 3, 2022, the Company considered whether any events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its reporting units may have been impaired. It is management's opinion that no such events and/or changes in circumstances have occurred.

Other Intangible Assets

A summary of other intangible assets as of July 3, 2022 and December 31, 2021 is as follows:


	July 3, 2022			December 31, 2021
Other Intangible Assets, gross:
Patents	$	29,307		$	29,315
Customer lists	1,048,443			592,195
Trade names	31,837			32,043
Proprietary technology	57,728			22,846
Other	2,777			2,807
Total Other Intangible Assets, gross	$	1,170,092		$	679,206

Accumulated Amortization:
Patents	$	(17,099)		$	(16,275)
Customer lists	(379,576)			(347,274)
Trade names	(15,042)			(14,106)
Proprietary technology	(23,117)			(21,394)
Other	(2,044)			(2,014)
Total Accumulated Amortization	$	(436,878)	-436878000	$	(401,063)
Other Intangible Assets, net	$	733,214		$	278,143

The acquisition of Metal Packaging on January 26, 2022 resulted in the addition of $498,000 of intangible assets, primarily customer lists and proprietary technology, which are expected to be amortized over their average useful lives of approximately 13.6 years. See Note 3 for additional information about the Metal Packaging acquisition.

Other Intangible Assets are amortized on a straight-line basis over their respective useful lives, which generally range from three to forty years. The Company has no intangible assets with indefinite lives.

Aggregate amortization expense was $20,871 and $12,111 for the three months ended July 3, 2022 and July 4, 2021, respectively, and $39,671 and $24,860 for the six months ended July 3, 2022 and July 4, 2021, respectively. Amortization expense on other intangible assets is expected to total approximately $81,200 in 2022, $79,500 in 2023, $71,400 in 2024, $60,900 in 2025 and $57,900 in 2026.