XML 20 R10.htm IDEA: XBRL DOCUMENT v3.20.2
Acquisitions and Dispositions
9 Months Ended
Sep. 27, 2020
Business Combinations [Abstract]  
Acquisitions and Dispositions Acquisitions and Dispositions
Acquisitions
On August 3, 2020, the Company completed the acquisition of Can Packaging, a privately owned designer and manufacturer of sustainable paper packaging and related manufacturing equipment, based in Habsheim, France, for total consideration of $45,473, net of cash acquired. Can Packaging operates two paper can manufacturing facilities in France, along with a research and development center where it designs and builds patented packaging machines and sealing equipment. The acquisition of Can Packaging expands the Company's ability to provide innovative recyclable packaging in various shapes and sizes.
On January 10, 2020, the Company completed the acquisition of a small tube and core operation in Jacksonville, Florida, from Design Containers, Inc. ("Jacksonville"), for total cash consideration of $3,973.
The preliminary fair values of the assets acquired in connection with the Can Packaging and Jacksonville acquisitions are as follows:
Can PackagingJacksonville
Trade accounts receivable$5,256 $— 
Inventories3,225 150 
Property, plant and equipment10,636 2,773 
Goodwill12,359 1,050 
Other intangible assets25,746 — 
Payable to suppliers(2,811)— 
Other net tangible assets/(liabilities)(3,530)— 
Deferred income taxes, net(5,408)— 
Net Assets$45,473 $3,973 

Goodwill for Can Packaging, none of which is expected to be deductible for income tax purposes, consists of increased access to certain markets. Can Packaging's financial results from the date acquired are included in the Company's Consumer Packaging segment.
Goodwill for Jacksonville, all of which is expected to be deductible for income tax purposes, consists of increased access to certain markets. Jacksonville's financial results from the date acquired are included in the Company's Paper and Industrial Converted Products segment.
The allocation of the purchase price of Can Packaging and Jacksonville to the tangible and intangible assets acquired and liabilities assumed was based on the Company's preliminary estimates of fair value, based on information currently available. Management is continuing to finalize its valuations of certain assets and liabilities including, but not limited to, those listed in the table above, and expects to complete its valuations within one year from their respective dates of acquisition.
During the nine months ended September 27, 2020, the Company continued finalizing its valuations of the assets acquired and liabilities assumed in the December 31, 2019 acquisition of Thermoform Engineered Quality, LLC, and Plastique Holdings, LTD (together "TEQ") and the August 9, 2019 acquisition of Corenso Holdings America, Inc. ("Corenso") based on new information obtained about facts and circumstances that existed as of their respective acquisition dates. In addition, a final post-closing settlement for the change in working capital at TEQ to the date of closing was made in April 2020 resulting in the receipt of cash from the sellers totaling $185.
The following measurement period adjustments were made to the previously disclosed preliminary fair values:
TEQCorenso
Trade accounts receivable$(56)$— 
Inventories(433)(536)
Property, plant and equipment(2,927)— 
Goodwill3,251 616 
Other intangible assets800 — 
Payable to suppliers(80)
Other net tangible assets/liabilities(524)— 
Deferred income taxes, net(302)— 
     Change in consideration paid$(185)$— 

As of September 27, 2020, the valuation of the assets acquired and liabilities assumed in the August 9, 2019 acquisition of Corenso is considered final.
On April 12, 2018, the Company completed the acquisition of Highland Packaging Solutions ("Highland"). Total consideration for this acquisition included a contingent purchase liability of $7,500 payable in two annual installments if certain sales metrics were achieved. The metrics were met and the Company paid the first installment of $5,000 in 2019 and paid the second and final installment of $2,500 in May 2020.
On August 30, 2016, the Company completed the acquisition of the temperature-controlled cargo container assets, license, trademarks, and manufacturing rights from AAR Corporation. Total consideration included a contingent purchase liability of $1,000 to be paid in two annual installments if certain metrics were met. The metrics were met and the Company paid the first installment of $500 in November 2019 and paid the second and final installment of $500 in August 2020.
The payments of these contingent obligations are reflected as financing activities on the Company's Condensed Consolidated Statement of Cash Flows for the nine months ended September 27, 2020 and September 29, 2019.
The Company has accounted for its acquisitions as business combinations under the acquisition method of accounting, in accordance with the business combinations subtopic of the Accounting Standards Codification and has included their results of operations in the Company's Condensed Consolidated Statements of Income from their respective dates of acquisition.
Costs related to acquisitions and potential acquisitions and divestitures totaling $913 and $3,903 were incurred during the three months ended September 27, 2020 and September 29, 2019, respectively, and $2,941 and $5,516 were incurred during the nine months ended September 27, 2020 and September 29, 2019, respectively. These costs consist primarily of legal and professional fees and are included in "Selling, general and administrative expenses" in the Company's Condensed Consolidated Statements of Income.
Dispositions
As discussed in Note 1, on October 9, 2020, subsequent to the end of the third quarter, the Company entered into a definitive agreement to sell its European contract packaging business, Sonoco Poland Packaging Services Sp. z.o.o., for $120,000, less indebtedness assumed by the buyer at closing and subject to adjustment for final working capital balances. The transaction, which is subject to regulatory approval, is expected to be completed in the fourth quarter of 2020. In addition to changes in working capital and assumed indebtedness, the cash that is ultimately received will be reduced if the exchange rate between the U.S. dollar and the Polish zloty exceeds a predetermined level.