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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2024
or | | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 001-11261
Sonoco Products Company
(Exact name of registrant as specified in its charter)
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South Carolina | | 57-0248420 |
(State or other jurisdiction of incorporation of organization) | | (I.R.S. Employer Identification No.) |
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1 N. Second St., Hartsville, South Carolina | | 29550 |
(Address of principal executive offices) | | (Zip Code) |
(843) 383-7000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
No par value common stock | SON | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the registrant’s no par value common stock as of April 19, 2024 was 98,255,819.
SONOCO PRODUCTS COMPANY
INDEX
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Item 1. | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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Item 1. | | |
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Item 5. | | |
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Item 6. | | |
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
SONOCO PRODUCTS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(Dollars and shares in thousands) | | | | | | | | | | | | | | |
| | March 31, 2024 | | December 31, 2023* |
Assets | | | | |
Current Assets | | | | |
Cash and cash equivalents | | $ | 172,213 | | | $ | 151,937 | |
Trade accounts receivable, net of allowances | | 939,724 | | | 904,898 | |
Other receivables | | 102,357 | | | 106,644 | |
Inventories, net: | | | | |
Finished and in process | | 335,124 | | | 324,910 | |
Materials and supplies | | 413,898 | | | 448,591 | |
Prepaid expenses | | 101,288 | | | 113,385 | |
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Total Current Assets | | 2,064,604 | | | 2,050,365 | |
Property, Plant and Equipment, Net | | 1,921,848 | | | 1,906,137 | |
Goodwill | | 1,796,077 | | | 1,810,654 | |
Other Intangible Assets, Net | | 828,085 | | | 853,670 | |
Deferred Income Taxes | | 27,848 | | | 31,329 | |
Right of Use Asset-Operating Leases | | 332,587 | | | 314,944 | |
Other Assets | | 227,231 | | | 224,858 | |
Total Assets | | $ | 7,198,280 | | | $ | 7,191,957 | |
Liabilities and Equity | | | | |
Current Liabilities | | | | |
Payable to suppliers | | $ | 722,562 | | | $ | 707,490 | |
Accrued expenses and other | | 393,789 | | | 400,014 | |
Notes payable and current portion of long-term debt | | 453,710 | | | 47,132 | |
Accrued taxes | | 7,248 | | | 10,641 | |
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Total Current Liabilities | | 1,577,309 | | | 1,165,277 | |
Long-term Debt, Net of Current Portion | | 2,630,424 | | | 3,035,868 | |
Noncurrent Operating Lease Liabilities | | 282,877 | | | 265,454 | |
Pension and Other Postretirement Benefits | | 142,422 | | | 142,900 | |
Deferred Income Taxes | | 99,685 | | | 100,788 | |
Other Liabilities | | 38,081 | | | 49,835 | |
Commitments and Contingencies | | | | |
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Sonoco Shareholders’ Equity | | | | |
Common stock, no par value | | | | |
Authorized 300,000 shares 98,255 and 97,957 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | | 7,175 | | | 7,175 | |
Capital in excess of stated value | | 159,343 | | | 159,047 | |
Accumulated other comprehensive loss | | (385,369) | | | (366,262) | |
Retained earnings | | 2,639,209 | | | 2,624,380 | |
Total Sonoco Shareholders’ Equity | | 2,420,358 | | | 2,424,340 | |
Noncontrolling Interests | | 7,124 | | | 7,495 | |
Total Equity | | 2,427,482 | | | 2,431,835 | |
Total Liabilities and Equity | | $ | 7,198,280 | | | $ | 7,191,957 | |
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* | The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (the “United States” or “U.S.”). | | | | |
See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)
SONOCO PRODUCTS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(Dollars and shares in thousands except per share data)
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| | | | Three Months Ended |
| | | | | | March 31, 2024 | | April 2, 2023 |
Net sales | | | | | | $ | 1,637,543 | | | $ | 1,729,783 | |
Cost of sales | | | | | | 1,299,990 | | | 1,355,355 | |
Gross profit | | | | | | 337,553 | | | 374,428 | |
Selling, general and administrative expenses | | | | | | 193,482 | | | 187,976 | |
Restructuring/Asset impairment charges | | | | | | 31,618 | | | 28,814 | |
Gain on divestiture of business and other assets | | | | | | — | | | 72,010 | |
Operating profit | | | | | | 112,453 | | | 229,648 | |
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Non-operating pension costs | | | | | | 3,295 | | | 3,658 | |
Interest expense | | | | | | 31,220 | | | 34,232 | |
Interest income | | | | | | 3,558 | | | 1,562 | |
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Income before income taxes | | | | | | 81,496 | | | 193,320 | |
Provision for income taxes | | | | | | 17,360 | | | 46,912 | |
Income before equity in earnings of affiliates | | | | | | 64,136 | | | 146,408 | |
Equity in earnings of affiliates, net of tax | | | | | | 1,137 | | | 1,856 | |
Net income | | | | | | 65,273 | | | 148,264 | |
Net (income)/loss attributable to noncontrolling interests | | | | | | (96) | | | 55 | |
Net income attributable to Sonoco | | | | | | $ | 65,177 | | | $ | 148,319 | |
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Weighted average common shares outstanding: | | | | | | | | |
Basic | | | | | | 98,498 | | | 98,167 | |
Diluted | | | | | | 99,159 | | | 98,615 | |
Per common share: | | | | | | | | |
Net income attributable to Sonoco: | | | | | | | | |
Basic | | | | | | $ | 0.66 | | | $ | 1.51 | |
Diluted | | | | | | $ | 0.66 | | | $ | 1.50 | |
See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)
SONOCO PRODUCTS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (unaudited)
(Dollars in thousands)
| | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended |
| | | | | | March 31, 2024 | | April 2, 2023 |
Net income | | | | | | $ | 65,273 | | | $ | 148,264 | |
Other comprehensive (loss)/income: | | | | | | | | |
Foreign currency translation adjustments | | | | | | (19,786) | | | 31,808 | |
Changes in defined benefit plans, net of tax | | | | | | 43 | | | 916 | |
Changes in derivative financial instruments, net of tax | | | | | | 169 | | | 2,514 | |
Other comprehensive (loss)/income | | | | | | (19,574) | | | 35,238 | |
Comprehensive income: | | | | | | 45,699 | | | 183,502 | |
Less: Net (income)/loss attributable to noncontrolling interests | | | | | | (96) | | | 55 | |
Less: Other comprehensive loss/(income) attributable to noncontrolling interests | | | | | | 467 | | | (239) | |
Comprehensive income attributable to Sonoco | | | | | | $ | 46,070 | | | $ | 183,318 | |
See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)
SONOCO PRODUCTS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN TOTAL EQUITY (unaudited)
(Dollars and shares in thousands)
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| Total Equity | | Common Shares | | Capital in Excess of Stated Value | | Accumulated Other Comprehensive Loss | | Retained Earnings | | Noncontrolling Interests |
| Outstanding | Amount | | | | |
December 31, 2023 | $ | 2,431,835 | | | 97,957 | | $ | 7,175 | | | $ | 159,047 | | | $ | (366,262) | | | $ | 2,624,380 | | | $ | 7,495 | |
Net income | 65,273 | | | | | | | | | | 65,177 | | | 96 | |
Other comprehensive (loss)/income: | | | | | | | | | | | | |
Translation loss | (19,786) | | | | | | | | (19,319) | | | | | (467) | |
Defined benefit plan adjustment, net of tax | 43 | | | | | | | | 43 | | | | | |
Derivative financial instruments, net of tax | 169 | | | | | | | | 169 | | | | | |
Other comprehensive loss | $ | (19,574) | | | | | | | | $ | (19,107) | | | | | $ | (467) | |
Dividends | (50,348) | | | | | | | | | | (50,348) | | | |
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Issuance of stock awards | 204 | | | 460 | | | | 204 | | | | | | | |
Shares repurchased | (9,139) | | | (162) | | | | (9,139) | | | | | | | |
Share-based compensation | 8,325 | | | | | | 8,325 | | | | | | | |
Other | 906 | | | | | | 906 | | | | | | | |
March 31, 2024 | $ | 2,427,482 | | | 98,255 | | $ | 7,175 | | | $ | 159,343 | | | $ | (385,369) | | | $ | 2,639,209 | | | $ | 7,124 | |
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| Total Equity | | Common Shares | | Capital in Excess of Stated Value | | Accumulated Other Comprehensive Loss | | Retained Earnings | | Noncontrolling Interests |
| Outstanding | Amount | | | | |
December 31, 2022 | $ | 2,072,797 | | | 97,645 | | $ | 7,175 | | | $ | 140,539 | | | $ | (430,083) | | | $ | 2,348,183 | | | $ | 6,983 | |
Net income/(loss) | 148,264 | | | | | | | | | | 148,319 | | | (55) | |
Other comprehensive income: | | | | | | | | | | | | |
Translation income | 31,808 | | | | | | | | 31,569 | | | | | 239 | |
Defined benefit plan adjustment, net of tax | 916 | | | | | | | | 916 | | | | | |
Derivative financial instruments, net of tax | 2,514 | | | | | | | | 2,514 | | | | | |
Other comprehensive income | $ | 35,238 | | | | | | | | $ | 34,999 | | | | | $ | 239 | |
Dividends | (48,203) | | | | | | | | | | (48,203) | | | |
Issuance of stock awards | 472 | | | 485 | | | | 472 | | | | | | | |
Shares repurchased | (10,576) | | | (175) | | | | (10,576) | | | | | | | |
Share-based compensation | 7,573 | | | | | | 7,573 | | | | | | | |
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April 2, 2023 | $ | 2,205,565 | | | 97,955 | | $ | 7,175 | | | $ | 138,008 | | | $ | (395,084) | | | $ | 2,448,299 | | | $ | 7,167 | |
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See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)
SONOCO PRODUCTS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(Dollars in thousands) | | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2024 | | April 2, 2023 |
Cash Flows from Operating Activities: | | | | |
Net income | | $ | 65,273 | | | $ | 148,264 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | |
Asset impairments | | 8,346 | | | 18,616 | |
Depreciation, depletion and amortization | | 90,559 | | | 82,137 | |
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Share-based compensation expense | | 8,325 | | | 7,573 | |
Equity in earnings of affiliates, net | | (1,137) | | | (1,856) | |
Cash dividends from affiliated companies | | 41 | | | 1,875 | |
Net loss/(gain) on disposition of assets | | 18 | | | (60,615) | |
Net gain on divestiture of business and other assets | | — | | | (11,065) | |
Pension and postretirement plan expense | | 4,104 | | | 4,408 | |
Pension and postretirement plan contributions | | (3,989) | | | (4,931) | |
Net (decrease)/increase in deferred tax liabilities | | (4,869) | | | 1,588 | |
Change in assets and liabilities, net of effects from acquisitions, divestitures and foreign currency adjustments: | | | | |
Trade accounts receivable | | (43,334) | | | (33,485) | |
Inventories | | 18,407 | | | 13,549 | |
Payable to suppliers | | 25,697 | | | (71,553) | |
Prepaid expenses | | (3,572) | | | 350 | |
Income taxes payable and other income tax items | | 9,436 | | | 22,030 | |
Accrued expenses and other assets and liabilities | | (7,070) | | | (18,883) | |
Net cash provided by operating activities | | 166,235 | | | 98,002 | |
Cash Flows from Investing Activities: | | | | |
Purchases of property, plant and equipment | | (86,458) | | | (83,401) | |
Cost of acquisitions, net of cash acquired | | (452) | | | — | |
Proceeds from the sale of business, net | | — | | | 13,839 | |
Proceeds from the sale of assets, net | | 101 | | | 71,405 | |
Investment in affiliated companies | | — | | | (5,000) | |
Other net investing activities | | 5,077 | | | 190 | |
Net cash used by investing activities | | (81,732) | | | (2,967) | |
Cash Flows from Financing Activities: | | | | |
Proceeds from issuance of debt | | 19,674 | | | 9,621 | |
Principal repayment of debt | | (21,448) | | | (84,162) | |
Net change in commercial paper | | — | | | 12,000 | |
Net (decrease)/increase in book cash overdrafts | | (1,614) | | | 2,670 | |
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Cash dividends | | (50,144) | | | (47,731) | |
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Payments for share repurchases | | (9,139) | | | (10,576) | |
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Net cash used by financing activities | | (62,671) | | | (118,178) | |
Effects of Exchange Rate Changes on Cash | | (1,556) | | | 5,356 | |
Net Increase in Cash and Cash Equivalents | | 20,276 | | | (17,787) | |
Cash and cash equivalents at beginning of period | | 151,937 | | | 227,438 | |
Cash and cash equivalents at end of period | | $ | 172,213 | | | $ | 209,651 | |
See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
Note 1: Basis of Interim Presentation
In the opinion of the management of Sonoco Products Company (the “Company” or “Sonoco”), the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, unless otherwise stated) necessary to state fairly the consolidated financial position, results of operations and cash flows for the interim periods reported herein. Operating results for the three-month period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
As previously disclosed, effective January 1, 2024, the Company integrated its flexible packaging and thermoformed packaging businesses within its Consumer Packaging segment in order to streamline operations, enhance customer service, and better position the business for accelerated growth. As a result, the Company changed its operating and reporting structure to reflect the way it now manages its operations, evaluates performance, and allocates resources. As a result of these changes, the Company’s consumer thermoformed businesses moved from the All Other group of businesses to the Consumer Packaging segment. The Company’s Industrial Paper Packaging segment was not affected by these changes. All prior year segment results presented herein have been recast to conform to the new presentation.
Note 2: New Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The purpose of the amendment is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. The Company will begin providing the enhanced reportable segment financial disclosures effective with its Annual Report on Form 10-K for the year ending December 31, 2024.
In September 2022, the FASB issued ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” The amendments in this ASU require that a buyer in a supplier finance program disclose qualitative and quantitative information about its supplier finance programs in each annual reporting period, including a description of key payment terms, amounts outstanding, and a rollforward of the outstanding obligation. In each interim reporting period, the amount outstanding requires disclosure. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted this standard in the first quarter of 2023, with the exception of the amendment on rollforward information, which will be provided in the Company’s Annual Report on Form 10-K for the year ending December 31, 2024.
During the three-month period ended March 31, 2024, there were no other newly issued or newly applicable accounting pronouncements that had, or are expected to have, a material impact on the Company’s financial statements. Further, at March 31, 2024, there were no other pronouncements pending adoption that are expected to have a material impact on the Company’s condensed consolidated financial statements.
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
Note 3: Acquisitions and Divestitures
Acquisitions
As previously disclosed, on December 1, 2023, the Company completed the acquisition of Inapel Embalagens Ltda. (“Inapel”), a manufacturer of single-layer and multilayer materials for flexible packaging in Brazil, for net consideration of $64,544, including $59,228 of cash paid at closing and additional obligations to the seller totaling $5,316 that will be paid throughout 2024. This additional purchase consideration is recorded in “Payable to suppliers” in the Company’s Condensed Consolidated Balance Sheet as of March 31, 2024. With the acquisition of Inapel, the Company added approximately 500 employees and two manufacturing locations in the São Paulo region of Brazil. The financial results of Inapel are included in the Company’s Consumer Packaging segment.
The Company’s initial allocation of the assets acquired and liabilities assumed in the acquisition of Inapel, as well as revised preliminary fair values reflecting adjustments made during the measurement period, are as follows:
| | | | | | | | | | | | | | | | | |
| Initial Allocation | | Measurement Period Adjustments | | Preliminary Allocation |
Trade accounts receivable | $ | 30,301 | | | $ | (133) | | | $ | 30,168 | |
Other receivables | 6,088 | | | 70 | | | 6,158 | |
Inventories | 9,269 | | | — | | | 9,269 | |
Prepaid expenses | 1,430 | | | — | | | 1,430 | |
Property, plant and equipment | 11,456 | | | 17,459 | | | 28,915 | |
Right of use asset - operating leases | 217 | | | — | | | 217 | |
Other intangible assets | 8,653 | | | (1,094) | | | 7,559 | |
Goodwill | 15,704 | | | (7,130) | | | 8,574 | |
Other assets | 793 | | | — | | | 793 | |
Payable to suppliers | (15,899) | | | 3,058 | | | (12,841) | |
Accrued expenses and other | (5,733) | | | (1,350) | | | (7,083) | |
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Noncurrent operating lease liabilities | (117) | | | — | | | (117) | |
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Deferred income taxes | (2,934) | | | (5,564) | | | (8,498) | |
Total purchase price, net of cash acquired | $ | 59,228 | | | $ | 5,316 | | | $ | 64,544 | |
The allocation of the purchase price of Inapel to the tangible and intangible assets acquired and liabilities assumed, as reflected under the heading “Preliminary Allocation” in the table above, is based on the Company’s preliminary determinations of fair value using information currently available. Management is continuing to finalize its valuation of certain assets and liabilities including, but not limited to, inventory; property, plant and equipment; goodwill; other intangible assets; and deferred income taxes. The Company expects to complete its valuations within one year of the date of acquisition.
Goodwill for Inapel, none of which is expected to be deductible for income tax purposes, is primarily attributable to the assembled workforce and synergies of the combined organization.
On September 8, 2023, the Company completed the acquisition of the remaining 65% interest in RTS Packaging, LLC (“RTS Packaging”) from joint venture partner WestRock Company (“WestRock”) and the acquisition of a paper mill in Chattanooga, Tennessee (the “Chattanooga Mill”) from WestRock for net cash consideration of $313,388. In December 2023, the Company agreed to a final working capital settlement of $452, which was paid to WestRock in January 2024. Prior to completing the acquisitions, the Company held a 35% ownership interest in the RTS Packaging joint venture which was formed in 1997 and combined the former protective packaging operations of WestRock and Sonoco to market recycled paperboard to glass container manufacturers and producers of wine, liquor, food, and pharmaceuticals. The financial results of RTS Packaging and the Chattanooga Mill are included in the Company’s Industrial Paper Packaging segment.
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
The following table provides a summary of the purchase consideration (as defined under Accounting Standards Codification (“ASC”) 805) transferred for the acquisitions of the remaining interest in RTS Packaging and the Chattanooga Mill:
| | | | | |
| Purchase Consideration |
Cash consideration, net of cash acquired | $ | 313,388 | |
Fair value of previously held interest in RTS Packaging | 59,472 | |
Final working capital adjustment | 452 | |
Settlement of preexisting relationships | 1,235 | |
Purchase consideration transferred | $ | 374,547 | |
The Company’s initial allocation of the assets acquired and liabilities assumed in the acquisitions of the remaining interest in RTS Packaging and the Chattanooga Mill, as well as revised preliminary fair values reflecting adjustments made during the measurement period, are as follows:
| | | | | | | | | | | | | | | | | |
| Initial Allocation | | Measurement Period Adjustments | | Preliminary Allocation |
Trade accounts receivable | $ | 17,488 | | | $ | — | | | $ | 17,488 | |
Other receivables | — | | | — | | | — | |
Inventories | 20,209 | | | (947) | | | 19,262 | |
Prepaid expenses | 2,720 | | | (589) | | | 2,131 | |
Property, plant and equipment | 73,483 | | | 753 | | | 74,236 | |
Right of use asset - operating leases | 34,604 | | | 290 | | | 34,894 | |
Other intangible assets | 199,560 | | | (8,995) | | | 190,565 | |
Goodwill | 92,657 | | | 14,909 | | | 107,566 | |
Other assets | 2,465 | | | (412) | | | 2,053 | |
Payable to suppliers | (7,320) | | | — | | | (7,320) | |
Accrued expenses and other | (15,167) | | | (25) | | | (15,192) | |
Notes payable and current portion of long-term debt | (24) | | | — | | | (24) | |
Noncurrent operating lease liabilities | (29,905) | | | — | | | (29,905) | |
Pension and other postretirement benefits | (10,761) | | | (768) | | | (11,529) | |
Long-term debt | (1,942) | | | — | | | (1,942) | |
Deferred income taxes | (3,419) | | | (2,502) | | | (5,921) | |
Other long-term liabilities | (3,293) | | | 1,478 | | | (1,815) | |
Net assets acquired | $ | 371,355 | | | $ | 3,192 | | | $ | 374,547 | |
The initial allocation of the purchase price of the remaining interest in RTS Packaging and the Chattanooga Mill to the tangible and intangible assets acquired and liabilities assumed, as reflected in the table above, is based on the Company’s preliminary determination of their fair values using information currently available. Management is continuing to finalize its valuation of certain assets and liabilities including, but not limited to, inventory; property, plant and equipment; goodwill; other intangible assets; and deferred income taxes. The Company expects to complete its valuations within one year of the date of acquisition.
Goodwill for RTS Packaging and the Chattanooga Mill, of which $87,191 is expected to be deductible for income tax purposes, is primarily attributable to the synergies of the combined organization and the assembled workforce.
The Company has accounted for these acquisitions as business combinations under the acquisition method and has included the results of operations of the acquired businesses in the Company’s Condensed Consolidated Statements of Income for the three-month period ended March 31, 2024. The Company believes that these acquisitions were not material to the periods presented and are therefore not subject to the ASC 805 requirement to provide supplemental pro-forma financial information. Accordingly, this information is not presented herein.
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
Divestiture of Businesses
On April 1, 2024, subsequent to the end of the first quarter, the Company completed the sale of its Protective Solutions business (“Protexic”), which was part of the All Other group of businesses, to Black Diamond Capital Management, LLC for cash proceeds of $81,795. This business provided foam components and integrated material solutions for various industrial end markets. This sale was the result of the Company’s continuing evaluation of its business portfolio and is consistent with the Company’s strategic and investment priorities. The Company is finalizing its calculation but estimates that the gain on the disposition will be approximately $3,000 after recognizing foreign currency translation losses and remaining selling costs. The Company used the majority of the cash proceeds from the sale to pay down debt.
The sale of the Protexic business did not represent a strategic shift for the Company and will not have a major effect on its operations or financial results. Consequently, this sale will not meet the criteria for reporting as a discontinued operation.
On January 26, 2023, the Company completed the sale of its Sonoco Sustainability Solutions (“S3”) business, a provider of customized waste and recycling management programs and part of the Company’s Industrial Paper Packaging segment, to Northstar Recycling Co. (“Northstar”), for total cash proceeds of $13,839. An additional $1,500 of proceeds are being held in escrow and are expected to be released to the Company, pursuant to any indemnification claims, twenty months following the date of the divestiture. The Company wrote off net assets totaling $4,274 as part of the divestiture of the business, including $3,042 of allocated goodwill, and recognized a pretax gain of $11,065 during the first quarter of 2023, which is included in “Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income. The escrow balance is reflected as a long-term receivable in “Other assets” in the Company’s Condensed Consolidated Balance Sheets as of March 31, 2024. The Company is also entitled to receive additional proceeds of $3,200 in the second quarter of 2024 if certain conditions are met. This contingent consideration will be recognized as an additional gain on the sale at the point the contingencies are resolved.
On January 26, 2023, in connection with the sale of the S3 business, the Company acquired a 2.7% equity interest in Northstar valued at $5,000. This investment is being accounted for under the measurement alternative (i.e., cost less impairment, adjusted for any qualifying observable price changes).
The sale of the S3 business did not represent a strategic shift for the Company or have a major effect on its operations or financial results. Consequently, this sale did not meet the criteria for reporting as a discontinued operation.
Sale of Assets
With the completion of Project Horizon, the Company’s project to convert the corrugated medium machine in Hartsville, South Carolina, to produce uncoated recycled paperboard, the Company now produces paper exclusively from recycled fibers and no longer requires natural tree fiber for production. Accordingly, on March 29, 2023, the Company sold its timberland properties, totaling approximately 55,000 acres, to Manulife Investment Management for net cash proceeds of $70,802. The Company disposed of assets with a net book value of $9,857 as part of the sale, and recognized a pretax gain from the sale of these assets of $60,945 during the three-month period ended April 2, 2023, which is included in “Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income.
Acquisition, Integration, and Divestiture-Related Costs
Acquisition, integration, and divestiture-related costs totaled $5,661 and $5,188 during the three-month periods ended March 31, 2024 and April 2, 2023, respectively. These costs include legal and professional fees, as well as employee-related and other integration activity costs that are included in “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Income.
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
Note 4: Shareholders’ Equity
Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share: | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended |
| | | | | | March 31, 2024 | | April 2, 2023 |
Numerator: | | | | | | | | |
Net income attributable to Sonoco | | | | | | $ | 65,177 | | | $ | 148,319 | |
Denominator: | | | | | | | | |
Weighted average common shares outstanding: | | | | | | | | |
Basic | | | | | | 98,498 | | | 98,167 | |
Dilutive effect of share-based compensation | | | | | | 661 | | | 448 | |
Diluted | | | | | | 99,159 | | | 98,615 | |
Net income attributable to Sonoco per common share: | | | | | | | | |
Basic | | | | | | $ | 0.66 | | | $ | 1.51 | |
Diluted | | | | | | $ | 0.66 | | | $ | 1.50 | |
Cash dividends | | | | | | $ | 0.51 | | | $ | 0.49 | |
No adjustments were made to “Net income attributable to Sonoco” in the computations of net income attributable to Sonoco per common share.
Anti-dilutive Securities
Potentially dilutive securities are calculated in accordance with the treasury stock method, which assumes the proceeds from the exercise of all dilutive stock appreciation rights (“SARs”) are used to repurchase the Company’s common stock. Certain SARs are not dilutive because either the exercise price is greater than the average market price of the stock during the reporting period or assumed repurchases from proceeds from the exercise of the SARs were anti-dilutive. These SARs may become dilutive in the future if the market price of the Company’s common stock appreciates.
The average numbers of SARs that were anti-dilutive and, therefore, not included in the computation of diluted earnings per share during the three-month periods ended March 31, 2024 and April 2, 2023 were as follows (in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended |
| | | | | | March 31, 2024 | | April 2, 2023 |
Anti-dilutive stock appreciation rights | | | | | | 340 | | 343 |
Stock Repurchases
On April 20, 2021, the Company’s Board of Directors (the “Board”) authorized the repurchase of the Company’s common stock in an aggregate amount of up to $350,000. Following several repurchase transactions in 2021, a total of $137,972 remained available for share repurchases under this authorization as of December 31, 2021. No shares were repurchased under this authorization during the years ended December 31, 2023 or 2022 or the three-month period ended March 31, 2024.
The Company regularly repurchases shares of its common stock to satisfy employee tax withholding obligations in association with certain share-based compensation awards. These repurchases, which are not part of a publicly announced plan or program, totaled 162 shares during the three-month period ended March 31, 2024, at a cost of $9,139, and 175 shares during the three-month period ended April 2, 2023, at a cost of $10,576.
Dividend Declarations
On February 14, 2024, the Board declared a regular quarterly dividend of $0.51 per share. This dividend was paid on March 8, 2024 to all shareholders of record as of February 28, 2024.
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
On April 17, 2024, the Board declared a regular quarterly dividend of $0.52 per share. This dividend is payable on June 10, 2024 to all shareholders of record as of May 10, 2024.
Note 5: Restructuring and Asset Impairments
Due to its geographic footprint and the cost-competitive nature of its businesses, the Company is continually seeking more cost-effective means and structures to serve its customers and to respond to changes in its markets. As such, restructuring costs have been, and are expected to be, a recurring component of the Company’s operating costs. The amount of these costs can vary significantly from quarter to quarter and from year to year depending upon the scope, nature, and location of the restructuring activities.
Following are the total restructuring and asset impairment charges, net of adjustments, recognized during the periods presented: | | | | | | | | | | | | | | | | | | | | |
| | | | |
| | | | Three Months Ended |
| | | | | | March 31, 2024 | | April 2, 2023 |
| | | | | | | | |
| | | | | | | | |
Restructuring/Asset impairment charges | | | | | | $ | 31,618 | | | $ | 28,814 | |
The table below sets forth restructuring and restructuring-related asset impairment charges by type incurred:
| | | | | | | | | | | | | | | | | | | | |
| | | | |
| | | | Three Months Ended |
| | | | | | March 31, 2024 | | April 2, 2023 |
Severance and termination benefits | | | | | | $ | 17,993 | | | $ | 5,516 | |
Asset impairments | | | | | | 8,844 | | | 19,193 | |
Other costs | | | | | | 4,781 | | | 4,105 | |
Restructuring and restructuring-related asset impairment charges | | | | | | $ | 31,618 | | | $ | 28,814 | |
The table below sets forth restructuring and restructuring-related asset impairment charges attributable to each reportable segment, the “All Other” group of businesses, and Corporate-related activity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | | | Three Months Ended | | | | |
| | | | | | March 31, 2024 | | April 2, 2023 | | | | |
Consumer Packaging | | | | | | $ | 4,925 | | | $ | 2,680 | | | | | |
Industrial Paper Packaging | | | | | | 22,603 | | | 24,544 | | | | | |
All Other | | | | | | 1,148 | | | 53 | | | | | |
Corporate | | | | | | 2,942 | | | 1,537 | | | | | |
Restructuring and restructuring-related asset impairment charges | | | | | | $ | 31,618 | | | $ | 28,814 | | | | | |
Restructuring and restructuring-related asset impairment charges are included in “Restructuring/Asset impairment charges” in the Company’s Condensed Consolidated Statements of Income.
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
The following table sets forth the activity in the restructuring accrual included in “Accrued expenses and other” in the Company’s Condensed Consolidated Balance Sheets: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Severance and Termination Benefits | | Asset Impairments/ Disposal of Assets | | Other Costs | | Total |
Accrual Activity | | | | |
Liability at December 31, 2023 | | $ | 14,315 | | | $ | — | | | $ | 1,638 | | | $ | 15,953 | |
2024 charges | | 17,993 | | | 8,844 | | | 4,781 | | | 31,618 | |
| | | | | | | | |
Cash payments | | (6,314) | | | (498) | | | (2,218) | | | (9,030) | |
Asset writedowns/disposals | | — | | | (8,346) | | | — | | | (8,346) | |
Foreign currency translation | | (81) | | | — | | | (15) | | | (96) | |
Liability at March 31, 2024 | | $ | 25,913 | | | $ | — | | | $ | 4,186 | | | $ | 30,099 | |
“Severance and termination benefits” during the first three months of 2024 includes the cost of severance for approximately 95 employees whose positions were eliminated in conjunction with the Company’s ongoing organizational effectiveness efforts, including the relocation of certain facilities in Greece and Germany, and severance related to the closures of paper mills in Sumner, Washington (the “Sumner Mill”) and Kilkis, Greece, the closures of two small industrial converted products facilities in China, and the planned closure of an industrial converted products facility in Mississauga, Canada, all part of the Industrial Paper Packaging segment.
“Asset impairments” during the first three months of 2024 consists primarily of asset impairment charges related to the closure of the Sumner Mill.
“Other costs” during the first three months of 2024 consists primarily of equipment removal, utilities, plant security, property taxes, insurance and environmental remediation costs related to the closure of the Sumner Mill, and ongoing facility carrying costs of plant closures in the prior year.
The Company expects to pay the majority of the remaining restructuring reserves by the end of 2024 using cash generated from operations. The Company also expects to recognize future additional charges totaling approximately $5,300 in connection with previously announced restructuring actions and believes that the majority of these charges will be incurred and paid by the end of 2024. The Company continually evaluates its cost structure, including its manufacturing capacity, and additional restructuring actions are likely to be undertaken.
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
Note 6: Accumulated Other Comprehensive Loss
The following table summarizes the components of accumulated other comprehensive loss and the changes in the balances of each component of accumulated other comprehensive loss, net of tax as applicable, for the three-month periods ended March 31, 2024 and April 2, 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Foreign Currency Items | | Defined Benefit Pension Items | | Cash Flow Hedges | | Accumulated Other Comprehensive Loss |
| | | | | | | | |
Balance at December 31, 2023 | | $ | (267,578) | | | $ | (99,627) | | | $ | 943 | | | $ | (366,262) | |
Other comprehensive (loss)/income before reclassifications | | (19,319) | | | (932) | | | 518 | | | (19,733) | |
Amounts reclassified from accumulated other comprehensive loss to net income | | — | | | 975 | | | (349) | | | 626 | |
| | | | | | | | |
Other comprehensive (loss)/income | | (19,319) | | | 43 | | | 169 | | | (19,107) | |
| | | | | | | | |
Balance at March 31, 2024 | | $ | (286,897) | | | $ | (99,584) | | | $ | 1,112 | | | $ | (385,369) | |
| | | | | | | | |
Balance at December 31, 2022 | | $ | (338,316) | | | $ | (90,973) | | | $ | (794) | | | $ | (430,083) | |
Other comprehensive income/(loss) before reclassifications | | 31,569 | | | (393) | | | 2,645 | | | 33,821 | |
Amounts reclassified from accumulated other comprehensive loss to net income | | — | | | 1,309 | | | (431) | | | 878 | |
Amounts reclassified from accumulated other comprehensive loss to property, plant, and equipment | | — | | | — | | | 300 | | | 300 | |
Other comprehensive income | | 31,569 | | | 916 | | | 2,514 | | | 34,999 | |
| | | | | | | | |
Balance at April 2, 2023 | | $ | (306,747) | | | $ | (90,057) | | | $ | 1,720 | | | $ | (395,084) | |
| | | | | | | | |
| | | | | | | | |
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
The following table summarizes the effects on net income of significant amounts reclassified from each component of accumulated other comprehensive loss for the three-month periods ended March 31, 2024 and April 2, 2023: | | | | | | | | | | | | | | | | | | | |
| | | | Amount Reclassified from Accumulated Other Comprehensive Loss | | |
| | | Three Months Ended | | |
Details about Accumulated Other Comprehensive Loss Components | | | | March 31, 2024 | April 2, 2023 | | Affected Line Item in the Condensed Consolidated Statements of Income |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Gains/(losses) on cash flow hedges | | | | | |
Foreign exchange contracts(a) | | | | $ | 436 | | $ | 1,062 | | | Net sales |
Foreign exchange contracts(a) | | | | (75) | | (454) | | | Cost of sales |
Commodity contracts(a) | | | | — | | (32) | | | Cost of sales |
| | | | 361 | | 576 | | | Income before income taxes |
Income tax impact | | | | (12) | | (145) | | | Provision for income taxes |
| | | | 349 | | 431 | | | Net income |
Defined benefit pension items | | | | | | | |
| | | | | | | |
| | | | | | | |
Effect of settlement loss(b) | | | | — | | (686) | | | Non-operating pension costs |
Amortization of defined benefit pension items(b) | | | | (1,230) | | (1,071) | | | Non-operating pension costs |
| | | | (1,230) | | (1,757) | | | Income before income taxes |
Income tax impact | | | | 255 | | 448 | | | Provision for income taxes |
| | | | (975) | | (1,309) | | | Net income |
Total reclassifications for the period | | | | $ | (626) | | $ | (878) | | | Net income |
(a) See Note 9 for additional details.
(b) See Note 11 for additional details.
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
The following table summarizes the before and after tax amounts for the various components of other comprehensive income/(loss) for the three-month periods ended March 31, 2024 and April 2, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, 2024 | | Three Months Ended April 2, 2023 |
| | | Before Tax Amount | Tax (Expense) Benefit | After Tax Amount | | Before Tax Amount | Tax (Expense) Benefit | After Tax Amount |
Foreign currency items: | | | | | | | | |
| Net other comprehensive (loss)/income from foreign currency items | | $ | (16,788) | | $ | (2,531) | | $ | (19,319) | | | $ | 31,569 | | $ | — | | $ | 31,569 | |
| | | | | | | | | |
| | | | | | | | | |
Defined benefit pension items: | | | | | | | | |
| Other comprehensive (loss)/income before reclassifications | | (876) | | (56) | | (932) | | | (760) | | 367 | | (393) | |
| Amounts reclassified from accumulated other comprehensive loss to net income(a) | | 1,230 | | (255) | | 975 | | | 1,757 | | (448) | | 1,309 | |
| Net other comprehensive income/(loss) from defined benefit pension items | | 354 | | (311) | | 43 | | | 997 | | (81) | | 916 | |
Gains and losses on cash flow hedges: | | | | | | | | |
| Other comprehensive income/(loss) before reclassifications | | 536 | | (18) | | 518 | | | 3,536 | | (891) | | 2,645 | |
| Amounts reclassified from accumulated other comprehensive loss to net income(b) | | (361) | | 12 | | (349) | | | (576) | | 145 | | (431) | |
| Amounts reclassified from accumulated other comprehensive loss to property, plant and equipment | | — | | — | | — | | | 401 | | (101) | | 300 | |
| Net other comprehensive income/(loss) from cash flow hedges | | 175 | | (6) | | 169 | | | 3,361 | | (847) | | 2,514 | |
Other comprehensive (loss)/income | | $ | (16,259) | | $ | (2,848) | | $ | (19,107) | | | $ | 35,927 | | $ | (928) | | $ | 34,999 | |
(a) See Note 11 for additional details.
(b) See Note 9 for additional details.
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
Note 7: Goodwill and Other Intangible Assets
Goodwill
A summary of the changes in goodwill for the three-month period ended March 31, 2024 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Consumer Packaging | | Industrial Paper Packaging | | All Other | | Total | |
Goodwill at December 31, 2023 | | $ | 1,056,241 | | | $ | 506,406 | | | $ | 248,007 | | | $ | 1,810,654 | | |
| | | | | | | | | |
| | | | | | | | | |
Foreign currency translation | | (4,427) | | | (2,808) | | | (212) | | | (7,447) | | |
Measurement period adjustments | | (7,130) | | | — | | | — | | | (7,130) | | |
Goodwill at March 31, 2024 | | $ | 1,044,684 | | | $ | 503,598 | | | $ | 247,795 | | | $ | 1,796,077 | | |
Goodwill activity reflected under the caption “Measurement period adjustments” relates to the prior year acquisition of Inapel. 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 2023 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 balance of the Plastics-Medical 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. At March 31, 2024, the total goodwill associated with the Plastics-Medical reporting unit was $63,991.
During the time subsequent to the annual evaluation, and at March 31, 2024, 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.
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
Other Intangible Assets
A summary of other intangible assets as of March 31, 2024 and December 31, 2023 is as follows: | | | | | | | | | | | | | | |
| | March 31, 2024 | | December 31, 2023 |
Other Intangible Assets, gross: | | | | |
Patents | | $ | 29,297 | | | $ | 29,304 | |
Customer lists | | 1,277,948 | | | 1,282,689 | |
Trade names | | 41,738 | | | 41,836 | |
Proprietary technology | | 56,848 | | | 56,857 | |
Other | | 6,820 | | | 6,916 | |
Total Other Intangible Assets, gross | | $ | 1,412,651 | | | $ | 1,417,602 | |
| | | | |
Accumulated Amortization: | | | | |
Patents | | $ | (19,956) | | | $ | (19,549) | |
Customer lists | | (511,699) | | | (493,778) | |
Trade names | | (20,146) | | | (18,845) | |
Proprietary technology | | (29,971) | | | (29,013) | |
Other | | (2,794) | | | (2,747) | |
Total Accumulated Amortization | | (584,566) | | | (563,932) | |
Other Intangible Assets, net | | $ | 828,085 | | | $ | 853,670 | |
During the first quarter of 2024, the Company recorded measurement period adjustments related to the December 1, 2023 acquisition of Inapel that reduced the previously reported fair value of customer lists by $1,094. The effect on amortization expense in the prior period was immaterial. See Note 3 for additional information.
Other intangible assets are amortized using the straight-line method over their respective useful lives when management has determined that the straight-line method approximates the pattern of consumption of the respective intangible assets or in relation to the asset’s specific pattern of consumption if management has determined that the straight-line method does not provide a fair approximation of the consumption of benefits. These lives generally range from three to forty years. The Company has no intangible assets with indefinite lives.
Aggregate amortization expense was $22,939 and $21,164 for the three-month periods ended March 31, 2024 and April 2, 2023, respectively. Amortization expense on other intangible assets is expected to total approximately $90,200 in 2024, $78,900 in 2025, $75,000 in 2026, $73,900 in 2027 and $72,900 in 2028.
Note 8: Supply Chain Financing
The Company facilitates voluntary supply chain financing programs (the “SCF Programs”) to provide certain of its suppliers with the opportunity to sell receivables due from the Company to the participating financial institutions in the programs. Such sales are conducted at the sole discretion of both the suppliers and the financial institutions on a nonrecourse basis at a rate that leverages the Company’s credit rating and thus might be more beneficial to the supplier. No guarantees are provided by the Company or any of its subsidiaries under the SCF Programs. The Company’s responsibility under the agreements is limited to making payment to the financial institutions for confirmed invoices based on the terms originally negotiated with its suppliers. Both the Company and the financial institutions have the right to terminate the SCF Programs by providing 30 days prior written notice to the other party. The Company does not enter into any agreements with suppliers regarding their participation in the SCF Programs.
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
The following table sets forth the balance sheet location and values of the Company’s SCF Program obligations at March 31, 2024 and December 31, 2023:
| | | | | | | | | | | | | | |
Balance Sheet Line Item | | March 31, 2024 | | December 31, 2023 |
Payable to suppliers(a) | | $ | 35,645 | | | $ | 35,847 | |
| | | | |
(a) The payment of these obligations is included in net cash provided by operating activities in the Company’s Condensed Consolidated Statements of Cash Flows.
Note 9: Financial Instruments and Derivatives
The following table sets forth the carrying amounts and fair values of the Company’s significant financial instruments for which the carrying amount differs from the fair value.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2024 | | December 31, 2023 |
| | Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
Long-term debt, net of current portion | | $ | 2,630,424 | | | $ | 2,485,816 | | | $ | 3,035,868 | | | $ | 2,890,009 | |
The carrying value of cash and cash equivalents and short-term debt approximates fair value. The fair value of long-term debt is determined based on recent trade information in the financial markets of the Company’s public debt or is determined by discounting future cash flows using interest rates available to the Company for issues with similar terms and maturities which is considered a Level 2 fair value measurement.
Cash Flow Hedges
At March 31, 2024 and December 31, 2023, the Company had derivative financial instruments outstanding to hedge anticipated transactions and certain asset and liability related cash flows. These contracts, which have maturities ranging from April 2024 to December 2024, qualify as cash flow hedges under U.S. generally accepted accounting principles (“GAAP”). For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. Cash flows from derivative financial instruments designated as cash flow hedges are classified as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows.
Commodity Cash Flow Hedges
Certain derivative contracts entered into to manage the cost of anticipated purchases of natural gas and aluminum have been designated by the Company as cash flow hedges. At March 31, 2024, these contracts included natural gas swaps covering approximately 0.05 million metric million British thermal units (“MMBTUs”). These contracts represented approximately 0.9% of anticipated usage in North America for 2024. The Company also has certain natural gas hedges that it does not treat as cash flow hedges. See “Non-Designated Derivatives” below for a discussion of these hedges. At March 31, 2024, the Company had also designated swap contracts covering 355 metric tons of aluminum as cash flow hedges. The fair value of the Company’s commodity cash flow hedges netted to loss positions of $(66) and $(41) at March 31, 2024 and December 31, 2023, respectively. The amount of the loss included in accumulated other comprehensive loss at March 31, 2024 expected to be reclassified to the income statement during the next twelve months is $(66).
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
Foreign Currency Cash Flow Hedges
The Company has entered into forward contracts to hedge certain anticipated foreign currency denominated sales and purchases expected to occur in 2024 and 2025. The net positions of these contracts at March 31, 2024 were as follows (in thousands): | | | | | | | | |
Currency | Action | Quantity |
Colombian peso | purchase | 16,966,782 | |
Mexican peso | purchase | 429,499 | |
Polish zloty | purchase | 98,802 | |
Danish krone | purchase | 34,765 | |
Swedish krona | sell | (4,855) | |
Czech koruna | purchase | 86,121 | |
Canadian dollar | purchase | 25,729 | |
Euro | purchase | 1,744 | |
Turkish lira | purchase | 43,173 | |
Brazilian real | purchase | 41,819 | |
British pound | sell | (800) | |
The fair value of foreign currency cash flow hedges related to forecasted sales and purchases netted to gain positions of $1,697 and $1,502 at March 31, 2024 and December 31, 2023, respectively. Gains of $1,697 are expected to be reclassified from accumulated other comprehensive income to the income statement during the next twelve months.
Net Investment Hedge
During the fourth quarter of 2023, the Company became a party to cross-currency swap agreements with a total notional amount of $500,000 to effectively convert a portion of the Company’s fixed-rate U.S. dollar denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt. The swap agreements, which have a maturity of December 18, 2026, provide for the Company to receive semi-annual interest payments in U.S. dollars at a fixed rate and to make semi-annual interest payments in euros at a fixed rate. The risk management objective of entering into the swap agreements is to manage foreign currency risk relating to net investments in certain European subsidiaries denominated in euros. The agreements are designated as net investment hedges for accounting purposes.
The gain or loss on the net investment hedge derivative instrument is included in the “Foreign currency translation” component of “Accumulated other comprehensive loss” until the net investment is sold, diluted, or liquidated. Interest payments received for the cross-currency swaps are excluded from the net investment hedge effectiveness assessment and are recorded in “Interest expense” in the Company’s Condensed Consolidated Statements of Income. The assumptions used in measuring fair value of the cross-currency swaps are considered level 2 inputs, which are based upon the Euro-to-U.S. dollar exchange rate market.
The fair value of the Company’s net investment hedges was a gain position of $4,850 and a loss position of $5,073 at March 31, 2024 and December 31, 2023, respectively. A translation gain of $3,613 (net of income taxes of $1,237) and a translation loss of $3,779 (net of income taxes of $1,294) were reported as components of “Accumulated other comprehensive loss” within “Foreign currency items” at March 31, 2024 and December 31, 2023, respectively.
As a result of continued strengthening of the U.S. dollar against the euro, as well as a reduction in the differential between U.S. and European interest rates, the fair value of the Company’s net investment hedge continued to appreciate into the month of April 2024. On April 15, 2024, subsequent to the end of the first quarter of 2024, the Company terminated the swap agreements and received a cash settlement of $11,634. The foreign currency translation gain of approximately $3,143, net of tax, will be included as a component of “Accumulated other comprehensive loss” in the second quarter of 2024. Following the unwind of the swaps, the Company entered into new cross-currency swap agreements with a total notional amount of $500,000 to effectively convert a portion of the Company’s fixed-rate U.S. dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt. The new swap agreements have a maturity of May 1, 2027.
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
Non-Designated Derivatives
The Company routinely enters into other derivative contracts which are not designated for hedge accounting treatment under ASC 815. As such, changes in fair value of these non-designated derivatives are recorded directly to income and expense in the periods that they occur. Cash flows from derivative financial instruments not designated as hedges are classified as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows.
Foreign Currency Hedges
The Company routinely enters into forward contracts or swaps to economically hedge the currency exposure of intercompany debt and foreign currency denominated receivables and payables. The net currency positions of these non-designated contracts at March 31, 2024, were as follows (in thousands): | | | | | | | | |
Currency | Action | Quantity |
Indonesian rupiah | purchase | 19,814,218 | |
Colombian peso | purchase | 67,308,931 | |
Mexican peso | purchase | 412,841 | |
Canadian dollar | purchase | 7,981 | |
Commodity Hedges
The Company has entered into non-designated derivative contracts to manage the cost of anticipated purchases of natural gas. At March 31, 2024, these contracts consisted of natural gas swaps covering approximately 6.6 million MMBTUs and represented approximately 87% and 33% of anticipated usage for 2024 and 2025, respectively.
The fair value of the Company’s non-designated derivatives position was a loss of $(6,690) and $(6,790) at March 31, 2024 and December 31, 2023, respectively.
The following table sets forth the location and fair values of the Company’s derivative instruments at March 31, 2024 and December 31, 2023: | | | | | | | | | | | | | | | | | | | | |
Description | | Balance Sheet Location | | March 31, 2024 | | December 31, 2023 |
Derivatives designated as hedging instruments: | | | | | | |
Commodity Contracts | | Prepaid expenses | | $ | 28 | | | $ | 67 | |
| | | | | | |
Commodity Contracts | | Accrued expenses and other | | (94) | | | (108) | |
| | | | | | |
Foreign Exchange Contracts | | Prepaid expenses | | 2,323 | | | 2,525 | |
| | | | | | |
Foreign Exchange Contracts | | Accrued expenses and other | | (626) | | | (1,024) | |
| | | | | | |
Net Investment Hedge | | Prepaid expense | | 4,192 | | | 5,567 | |
Net Investment Hedge | | Other assets | | 744 | | | — | |
Net Investment Hedge | | Other liabilities | | (86) | | | (10,640) | |
Derivatives not designated as hedging instruments: | | | | |
Commodity Contracts | | Prepaid expenses | | $ | 103 | | | $ | 12 | |
Commodity Contracts | | Other assets | | 250 | | | — | |
Commodity Contracts | | Accrued expenses and other | | (6,666) | | | (6,782) | |
Commodity Contracts | | Other liabilities | | (176) | | | — | |
Foreign Exchange Contracts | | Prepaid expenses | | 5 | | | 130 | |
| | | | | | |
Foreign Exchange Contracts | | Accrued expenses and other | | (206) | | | (159) | |
| | | | | | |
While certain of the Company’s derivative contract arrangements with its counterparties provide for the ability to settle contracts on a net basis, the Company reports its derivative positions on a gross basis. There are no collateral arrangements or requirements in these agreements.
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
The following tables set forth the effect of the Company’s derivative instruments on financial performance for the three-month periods ended March 31, 2024 and April 2, 2023, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to the carrying value of the capitalized expenditures:
| | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Amount of Gain or (Loss) Recognized in OCI on Derivatives | | Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income | | Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income | | | | |
Derivatives in Cash Flow Hedging Relationships: | | | | | | |
Three-month period ended March 31, 2024 | | | | | | | | |
Foreign Exchange Contracts | | $ | 561 | | | Net sales | | $ | 436 | | | | | |
| | | | Cost of sales | | (75) | | | | | |
Commodity Contracts | | $ | (25) | | | Cost of sales | | $ | — | | | | | |
| | | | | | | | | | |
Three-month period ended April 2, 2023 | | | | | | | | |
Foreign Exchange Contracts | | $ | 3,613 | | | Net sales | | $ | 1,062 | | | | | |
| | | | Cost of sales | | (454) | | | | | |
Commodity Contracts | | $ | (77) | | | Cost of sales | | $ | (32) | | | | | |
| | | | | | | | | | | | | | |
Description | | Gain or (Loss) Recognized | | Location of Gain or (Loss) Recognized in Income Statement |
Derivatives not Designated as Hedging Instruments: | | | | |
Three-month period ended March 31, 2024 | | |
Commodity Contracts | | $ | (2,558) | | | Cost of sales |
Foreign Exchange Contracts | | $ | 305 | | | Selling, general and administrative |
Three-month period ended April 2, 2023 | | |
Commodity Contracts | | $ | (9,708) | | | Cost of sales |
Foreign Exchange Contracts | | $ | 2,137 | | | Selling, general and administrative |
| | | | | | | | | | | | | | | | | | | | |
| Three-month period ended March 31, 2024 | | Three-month period ended April 2, 2023 |
Description | Revenue | Cost of sales | | Revenue | Cost of sales |
Total amount of income and expense line items presented in the Condensed Consolidated Statements of Income | $ | 436 | | $ | (75) | | | $ | 1,062 | | $ | (486) | |
| | | | | | |
Gain or (loss) on cash flow hedging relationships: | | | | |
Foreign exchange contracts: | | | | | |
Amount of gain or (loss) reclassified from accumulated other comprehensive loss into net income | $ | 436 | | $ | (75) | | | $ | 1,062 | | $ | (454) | |
| | | | | |
Commodity contracts: | | | | | |
Amount of gain reclassified from accumulated other comprehensive loss into net income | $ | — | | $ | |