Acquisitions and Divestitures (Tables)

6 Months Ended

Jul. 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.

	Second Quarter				First Half
In Thousands	2016		2015		2016		2015
Net sales as reported	$	840,384	$	614,683	$	1,465,840	$	1,067,936
Pro forma adjustments (unaudited)		19,482		198,795		147,185		446,338
Net sales pro forma (unaudited)	$	859,866	$	813,478	$	1,613,025	$	1,514,274

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, which for the May 2015 Expansion Territory, the October 2015 Expansion Territory and the Annapolis MRC transaction remain subject to adjustment in accordance with the terms and conditions of each respective transaction’s asset purchase agreement, of the 2015 Expansion Territories and the Annapolis MRC 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	$	-
Inventories		1,238		1,268		1,045		2,564		109
Prepaid expenses and other current assets		714		1,108		224		1,305		-
Accounts receivable from The Coca-Cola Company		322		740		294		-		-
Property, plant and equipment		6,291		15,656		6,210		24,832		8,492
Other assets (including deferred taxes)		336		1,354		510		4,272		-
Goodwill		1,388		1,517		1,010		7,657		-
Other identifiable intangible assets		12,950		20,350		1,700		49,100		-
Total acquired assets	$	23,298	$	42,098	$	11,038	$	89,890	$	8,601
Current liabilities (acquisition related contingent consideration)	$	843	$	1,659	$	281	$	547	$	-
Other current liabilities		125		974		494		4,222		-
Other liabilities		-		823		10		-		1,265
Other liabilities (acquisition related contingent consideration)		9,131		20,625		2,748		58,925		-
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 acquired identifiable intangible assets	$	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 Transactions		April 1, 2016 Expansion Transaction		April 29, 2016 Expansion Transactions
Cash	$	179	$	219	$	161
Inventories		10,159		3,748		13,850
Prepaid expenses and other current assets		2,775		1,736		3,749
Property, plant and equipment		46,100		54,149		58,783
Other assets (including deferred taxes)		2,359		1,434		5,372
Goodwill		10,564		1,943		8,021
Other identifiable intangible assets		1,300		-		23,450
Total acquired assets	$	73,436	$	63,229	$	113,386
Current liabilities (acquisition related contingent consideration)	$	361	$	742	$	1,307
Other current liabilities		591		2,702		4,391
Accounts payable to The Coca-Cola Company		650		-		-
Other liabilities		-		309		3,117
Other liabilities (acquisition related contingent consideration)		6,144		23,924		35,561
Total assumed liabilities	$	7,746	$	27,677	$	44,376

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 Transactions		April 29, 2016 Expansion Transactions		Estimated Useful Lives
Distribution agreements	$	750	$	22,000	40 years
Customer lists		550		1,450	12 years
Total acquired identifiable intangible assets	$	1,300	$	23,450

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		2,231
Prepaid expenses and other current assets		345
Accounts receivable from The Coca-Cola Company		362
Property, plant and equipment		12,216
Other assets		48
Franchise rights		23,700
Goodwill		1,856
Other identifiable intangible assets		1,100
Total acquired assets	$	41,914
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	$	23,700	Indefinite
Distribution agreements		300	40 years
Customer lists		800	12 years
Total acquired identifiable intangible assets	$	24,800