Acquisitions and Divestitures (Tables)

9 Months Ended

Oct. 02, 2016

Schedule of Unaudited Pro Forma Net Sales

Pro Forma Financial Information

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.

	Third Quarter				First Three Quarters
(in thousands)	2016		2015		2016		2015
Net sales as reported	$	849,028	$	618,806	$	2,314,868	$	1,686,742
Pro forma adjustments (unaudited)		-		186,782		147,185		633,120
Net sales pro forma (unaudited)	$	849,028	$	805,588	$	2,462,053	$	2,319,862

BYB Brands Inc [Member]

Schedule of Consolidated Statement of Operations

BYB contributed the following amounts to the Company’s consolidated statement of operations:

(in thousands)	Third Quarter 2015			First Three Quarters 2015
Net sales	$	5,055		$	21,789
Operating income (loss)		(215	)		1,809

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 and the October 2015 Expansion Territory 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		Total 2015 Expansion Territories
Cash	$	59	$	105	$	45	$	160	$	-	$	369
Inventories		1,238		1,268		1,045		2,563		109		6,223
Prepaid expenses and other current assets		714		1,108		224		1,306		-		3,352
Accounts receivable from The Coca-Cola Company		322		740		294		-		-		1,356
Property, plant and equipment		6,291		15,656		6,210		24,832		8,492		61,481
Other assets (including deferred taxes)		336		1,354		510		4,272		-		6,472
Goodwill		1,388		1,517		1,011		7,668		-		11,584
Other identifiable intangible assets		12,950		20,350		1,700		49,100		-		84,100
Total acquired assets	$	23,298	$	42,098	$	11,039	$	89,901	$	8,601	$	174,937
Current liabilities (acquisition related contingent consideration)	$	843	$	1,659	$	281	$	547	$	-	$	3,330
Other current liabilities		125		974		494		4,222		-		5,815
Other liabilities		-		823		10		-		1,265		2,098
Other liabilities (acquisition related contingent consideration)		9,131		20,625		2,748		58,925		-		91,429
Total assumed liabilities	$	10,099	$	24,081	$	3,533	$	63,694	$	1,265	$	102,672

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		Total 2015 Expansion Territories		Estimated Useful Lives
Distribution agreements	$	12,400	$	19,200	$	1,500	$	47,900	$	81,000	40 years
Customer lists		550		1,150		200		1,200		3,100	12 years
Total acquired identifiable intangible assets	$	12,950	$	20,350	$	1,700	$	49,100	$	84,100

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		Total YTD 2016 Expansion Transactions
Cash	$	179	$	219	$	161	$	559
Inventories		10,159		3,748		13,850		27,757
Prepaid expenses and other current assets		2,775		1,945		3,774		8,494
Property, plant and equipment		46,100		54,149		58,779		159,028
Other assets (including deferred taxes)		2,353		1,912		5,743		10,008
Goodwill		10,569		2,742		8,720		22,031
Other identifiable intangible assets		1,300		-		23,450		24,750
Total acquired assets	$	73,435	$	64,715	$	114,477	$	252,627
Current liabilities (acquisition related contingent consideration)	$	361	$	742	$	1,307	$	2,410
Other current liabilities		591		4,231		5,482		10,304
Accounts payable to The Coca-Cola Company		650		-		-		650
Other liabilities		-		266		3,117		3,383
Other liabilities (acquisition related contingent consideration)		6,144		23,924		35,561		65,629
Total assumed liabilities	$	7,746	$	29,163	$	45,467	$	82,376

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		Total YTD 2016 Expansion Transactions		Estimated Useful Lives
Distribution agreements	$	750	$	22,000	$	22,750	40 years
Customer lists		550		1,450		2,000	12 years
Total acquired identifiable intangible assets	$	1,300	$	23,450	$	24,750

Lexington Exchange Transaction [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

2015 and 2016 Acquisitions [Member]

Schedule of Consolidated Statement of Operations

The financial results of the YTD 2016 Expansion Transactions, 2015 Expansion Territories and Lexington Expansion Territory have been included in the Company’s consolidated financial statements from their respective acquisition dates. These territories contributed the following amounts to the Company’s consolidated statement of operations:

	Third Quarter				First Three Quarters
(in thousands)	2016		2015		2016		2015
Net sales	$	298,313	$	84,734	$	727,874	$	175,240
Operating income		2,432		1,297		19,691		5,733