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Acquisitions and Divestitures (Tables)

9 Months Ended

Oct. 01, 2023

Business Combination and Asset Acquisition [Abstract]

Summary of the Purchase Consideration Transferred for the Acquisitions

The following table provides a summary of the purchase consideration (as defined under Accounting Standards Codification (“ASC”) 805) transferred for the acquisitions of RTS Packaging and the Chattanooga Mill:

			Purchase Consideration
Cash consideration, net of cash acquired			$	313,362
Fair value of previously held interest in RTS Packaging			59,472
Settlement of preexisting relationships			(1,479)
Purchase consideration transferred			$	371,355

Schedule of Preliminary Fair Value Of Assets Acquired And Measurement Period Adjustments

The provisional fair values of the assets acquired and liabilities assumed in connection with the acquisitions of RTS Packaging and the Chattanooga Mill in total are as follows:

									Initial Allocation
Trade accounts receivable									$	17,488
Inventories									20,209
Prepaid expenses									2,720
Property, plant and equipment									73,483
Right of use asset - operating leases									34,604
Other intangible assets									199,560
Goodwill									92,657
Other net tangible assets									2,465
Payable to suppliers									(7,320)
Accrued expenses and other									(15,167)
Notes payable and current portion of long-term debt									(24)
Noncurrent operating lease liabilities									(29,905)
Long-term debt									(1,942)
Deferred income taxes									(3,419)
Other long-term liabilities									(14,054)
Net assets acquired									$	371,355

The Company’s initial fair value estimates of the assets acquired and the liabilities assumed in the Skjern acquisition, as well as updated preliminary fair value allocations reflecting adjustments made during the measurement period to date, are as follows:

			Initial Estimate						Measurement Period Adjustments						Preliminary Allocation
Trade accounts receivable			$	8,055					$	—					$	8,055
Other receivables			193						—						193
Inventories			2,595						14						2,609
Prepaid expenses			349						—						349
Property, plant and equipment			24,334						4,921						29,255
Right of use asset - operating leases			28						—						28
Other intangible assets			42,818						(3,488)						39,330
Goodwill			29,059						2,932						31,991
Payable to suppliers			(3,466)						(963)						(4,429)
Accrued expenses and other			(1,173)						—						(1,173)
Taxes payable			(576)						(3,416)						(3,992)
Noncurrent operating lease liabilities			(20)						—						(20)
Deferred income taxes			(13,549)						—						(13,549)
Total purchase price, net of cash acquired			$	88,647					$	—					$	88,647

During the three-month period ended April 2, 2023, the Company finalized its valuations of the assets and liabilities assumed in the acquisition of Metal Packaging. As a result, the following measurement period adjustments were made to the previously disclosed provisional fair values of assets acquired and liabilities assumed during the nine-month period ended October 1, 2023:

Measurement Period Adjustments			Nine Months Ended October 1, 2023
Inventories			$	(73)
Property, plant and equipment			(247)
Goodwill			439
Accrued expenses and other			(119)
Additional cash consideration			$	—

Schedule Of Proforma Supplemental Information

The following table presents the unaudited financial results for Metal Packaging from the prior year date of acquisition through the end of the reporting period ended October 2, 2022:

Supplemental Information (unaudited)			Three Months Ended			January 26 to
Metal Packaging			October 2, 2022			October 2, 2022
Net sales			$	335,468		$	798,018
Net income			$	16,769		$	61,216

The following table presents the Company’s estimated unaudited pro forma consolidated results for the three- and nine-month periods ended October 2, 2022, assuming the acquisition of Metal Packaging had occurred on January 1, 2021. This unaudited pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have been achieved if the acquisition had been completed at the beginning of 2021, nor is it necessarily indicative of future consolidated results.

Pro Forma Supplemental Information (unaudited)						Three Months Ended						Nine Months Ended
Consolidated						October 2, 2022						October 2, 2022
Net sales						$	1,890,216					$	5,624,118
Net income attributable to Sonoco						$	123,047					$	428,287

X

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References

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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)(2)
-SubTopic 10
-Topic 805
-Publisher FASB
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)(3)
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Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

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Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.

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