Acquisitions and Divestitures (Tables)

3 Months Ended

Apr. 03, 2016

Schedule of Unaudited Pro Forma Net Sales

The following table represents the unaudited pro forma net sales for the Company for the 2015 Expansion Territories and the YTD 2016 Expansion Transactions. The pro forma combined net sales does not necessarily reflect what the combined Company’s net sales would have been had the acquisitions occurred at the beginning of each period presented.  It also may not be useful in predicting the future financial results of the combined company.  The actual results may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

Q1 2016 Net Sales

In Thousands
As Reported		Pro Forma Adjustments (Unaudited)		Pro Forma (Unaudited)
$	625,456	$	59,291	$	684,747

Q1 2015 Net Sales

In Thousands
As Reported		Pro Forma Adjustments (Unaudited)		Pro Forma (Unaudited)
$	453,253	$	183,914	$	637,167

2014 Acquisition [Member]

Summary of Fair Values of Acquired Assets and Assumed Liabilities as of Acquisition Date

The fair value of acquired assets and assumed liabilities of the 2014 Expansion Territories as of the acquisition dates is summarized as follows:

	Johnson City/
	Morristown		Knoxville
In Thousands	Territory		Territory
Cash	$	46	$	108
Inventories		1,150		2,100
Prepaid expenses and other current assets		315		1,893
Property, plant and equipment		8,495		17,229
Other assets		361		138
Goodwill		914		4,781
Other identifiable intangible assets		13,800		37,400
Total acquired assets	$	25,081	$	63,649
Current liabilities (acquisition related contingent consideration)	$	1,005	$	2,426
Current liabilities		23		2,351
Accounts payable to The Coca-Cola Company	0			105
Other liabilities (including deferred taxes)		334		0
Other liabilities (acquisition related contingent consideration)		11,564		27,834
Total assumed liabilities	$	12,926	$	32,716

Summary of Fair Value Acquired Identifiable Intangible Assets

The fair value of the acquired identifiable intangible assets as of the acquisition dates is as follows:

	Johnson City/
	Morristown		Knoxville		Estimated
In Thousands	Territory		Territory		Useful Lives
Distribution agreements	$	13,200	$	36,400	40 years
Customer lists		600		1,000	12 years
Total	$	13,800	$	37,400

2015 Acquisition [Member]

Summary of Fair Values of Acquired Assets and Assumed Liabilities as of Acquisition Date

The fair value of acquired assets and assumed liabilities of the 2015 Expansion Territories and the Annapolis, Maryland make-ready center as of the acquisition dates is summarized as follows:

In Thousands	January 2015 Expansion Territory		February 2015 Expansion Territory		May 2015 Expansion Territory		October 2015 Expansion Territory		Annapolis MRC
Cash	$	59	$	105	$	45	$	160	$	0
Inventories		1,238		1,268		1,045		2,564		109
Prepaid expenses and other current assets		714		1,108		224		1,305		0
Property, plant and equipment		6,722		16,598		6,584		25,930		8,492
Other assets (including deferred taxes)		336		1,147		510		4,272		0
Goodwill		1,280		1,528		942		6,559	0
Other identifiable intangible assets		12,950		20,350		1,700		49,100		0
Total acquired assets	$	23,299	$	42,104	$	11,050	$	89,890	$	8,601
Current liabilities (acquisition related contingent consideration)	$	843	$	1,659	$	281	$	547	$	0
Other current liabilities		125		974		494		4,222		0
Other liabilities	0			823		10	0			1,265
Other liabilities (acquisition related contingent consideration)		9,131		20,625		2,748		58,925		0
Total assumed liabilities	$	10,099	$	24,081	$	3,533	$	63,694	$	1,265

Summary of Fair Value Acquired Identifiable Intangible Assets

The fair value of the acquired identifiable intangible assets of the 2015 Expansion Territories as of the acquisition dates is as follows:

In Thousands	January 2015 Expansion Territory		February 2015 Expansion Territory		May 2015 Expansion Territory		October 2015 Expansion Territory		Estimated Useful Lives
Distribution agreements	$	12,400	$	19,200	$	1,500	$	47,900	40 years
Customer lists		550		1,150		200		1,200	12 years
Total	$	12,950	$	20,350	$	1,700	$	49,100

2016 Acquisition [Member]

Summary of Fair Values of Acquired Assets and Assumed Liabilities as of Acquisition Date

The fair value of acquired assets and assumed liabilities of the YTD 2016 Expansion Transactions as of the acquisition dates is summarized as follows:

In Thousands	January 2016 Expansion Transaction		April 2016 Expansion Transaction
Cash	$	179	$	219
Inventories		11,559		3,748
Prepaid expenses and other current assets		906		1,306
Property, plant and equipment		47,644		56,150
Other assets (including deferred taxes)		2,290		1,113
Goodwill		16,241		693
Other identifiable intangible assets		1,300	0
Total acquired assets	$	80,119	$	63,229
Current liabilities (acquisition related contingent consideration)	$	361	$	742
Other current liabilities		7,245		3,011
Accounts payable to The Coca-Cola Company		650	0
Other liabilities		29	0
Other liabilities (acquisition related contingent consideration)		6,144		23,924
Total assumed liabilities	$	14,429	$	27,677

Summary of Fair Value Acquired Identifiable Intangible Assets

The fair value of the acquired identifiable intangible assets as of the acquisition dates is as follows:

In Thousands	January 2016 Expansion Transaction		Estimated Useful Lives
Distribution agreements	$	750	40 years
Customer lists		550	12 years
Total	$	1,300

Lexington Expansion [Member]

Summary of Fair Values of Acquired Assets and Assumed Liabilities as of Acquisition Date

The fair value of acquired assets and assumed liabilities related to the Lexington Expansion Territory as of the exchange date is summarized as follows:

	Lexington
	Expansion
In Thousands	Territory
Cash	$	56
Inventories		2,712
Prepaid expenses and other current assets		442
Property, plant and equipment		12,677
Other assets		48
Franchise rights		18,200
Goodwill		2,543
Other identifiable intangible assets		1,000
Total acquired assets	$	37,678
Current liabilities	$	926
Total assumed liabilities	$	926

Summary of Fair Value Acquired Identifiable Intangible Assets

The fair value of the acquired identifiable intangible assets related to the Lexington Expansion Territory as of the exchange date is as follows:

	Lexington
	Expansion		Estimated
In Thousands	Territory		Useful Lives
Franchise rights	$	18,200	Indefinite
Distribution agreements		200	40 years
Customer lists		800	12 years
Total	$	19,200