Acquisitions and Divestitures (Tables)

3 Months Ended

Apr. 01, 2018

Summary of Carrying Value of Assets and Liabilities of Divesture

The carrying value of assets and liabilities in the Deep South and Somerset Exchange Business divested in the CCR Exchange Transaction and the Florence and Laurel Distribution Business divested in the United Exchange Transaction (together, the “October 2017 Divestitures”) are summarized as follows:

(in thousands)	October 2017 Divestitures
Cash	$	303
Inventories		13,717
Prepaid expenses and other current assets		1,199
Property, plant and equipment		44,380
Other assets (including deferred taxes)		604
Goodwill		13,073
Distribution agreements		65,043
Total divested assets	$	138,319
Other current liabilities	$	5,683
Pension and postretirement benefit obligation		16,855
Total divested liabilities	$	22,538

2017 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 System Transformation Transactions that closed during 2017 (the “2017 System Transformation Transactions”), as of the acquisition dates, is summarized as follows:

(in thousands)	January 2017 Transaction		March 2017 Transactions		April 2017 Transactions		October 2017 Transactions Acquisitions		Total 2017 System Transformation Transactions Acquisitions
Cash	$	107	$	211	$	103	$	191	$	612
Inventories		5,953		20,952		14,554		14,850		56,309
Prepaid expenses and other current assets		1,155		5,117		4,068		4,573		14,913
Accounts receivable from The Coca-Cola Company		1,042		1,807		2,552		2,391		7,792
Property, plant and equipment		25,708		81,638		52,263		70,645		230,254
Other assets (including deferred taxes)		1,158		3,227		3,960		1,300		9,645
Goodwill		1,544		2,527		17,154		15,588		36,813
Distribution agreements		22,000		46,750		19,500		124,750		213,000
Customer lists		1,500		1,750		1,000		4,950		9,200
Total acquired assets	$	60,167	$	163,979	$	115,154	$	239,238	$	578,538
Current liabilities (acquisition related contingent consideration)	$	1,350	$	2,958	$	1,475	$	1,458	$	7,241
Other current liabilities		324		3,760		2,860		8,311		15,255
Other liabilities (acquisition related contingent consideration)		26,377		49,739		25,616		18,848		120,580
Other liabilities		43		2,953		2,005		102		5,103
Total assumed liabilities	$	28,094	$	59,410	$	31,956	$	28,719	$	148,179

Schedule Of Condensed Consolidated Statement of Operations

The financial results of the System Transformation Transactions have been included in the Company’s consolidated condensed financial statements from their respective acquisition or exchange dates. Net sales and income (loss) from operations for certain territories and regional manufacturing facilities acquired and divested by the Company during 2017 are impracticable to separately calculate, as the operations were absorbed into territories and facilities owned by the Company prior to the System Transformation, and therefore have been omitted from the results below. Omission of net sales and income (loss) from operations for such territories and facilities is not considered material to the results presented below. The remaining 2017 System Transformation Transactions contributed the following amounts to the Company’s consolidated condensed statements of operations:

	First Quarter
(in thousands)	2018			2017
Impact to net sales - total 2017 System Transformation Transactions acquisitions	$	274,458		$	26,246
Impact to net sales - October 2017 Divestitures		-			70,859
Total impact to net sales	$	274,458		$	97,105
Impact to income (loss) from operations - total 2017 System Transformation Transactions acquisitions	$	(935	)	$	96
Impact to income (loss) from operations - October 2017 Divestitures		-			6,009
Total impact to income (loss) from operations	$	(935	)	$	6,105

Schedule of Unaudited Pro Forma Information

The following table represents the Company’s unaudited pro forma net sales and unaudited pro forma income from operations for the 2017 System Transformation Transactions.

	First Quarter 2017
(in thousands)	Net Sales		Income from Operations
Balance as reported	$	865,702	$	14,950
Pro forma adjustments (unaudited)		205,149		3,225
Balance including pro forma adjustments (unaudited)	$	1,070,851	$	18,175

October 2017 Transactions Acquisitions [Member]

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

As part of the “October 2017 Transactions Acquisitions,” which include the distribution territories and the regional manufacturing facilities acquired in the CCR Exchange Transaction (the “CCR Exchange Transaction Acquisitions”), the Memphis Transaction and the United Exchange Transaction (the “United Exchange Transaction Acquisitions”), the fair value of acquired assets and assumed liabilities as of the acquisition date is summarized as follows:

(in thousands)	CCR Exchange Transaction Acquisitions		Memphis Transaction		United Exchange Transaction Acquisitions		October 2017 Transactions Acquisitions
Cash	$	91	$	100	$	-	$	191
Inventories		10,667		3,354		829		14,850
Prepaid expenses and other current assets		3,172		1,087		314		4,573
Accounts receivable from The Coca-Cola Company		1,092		1,089		210		2,391
Property, plant and equipment		47,066		20,795		2,784		70,645
Other assets (including deferred taxes)		753		547		-		1,300
Goodwill		7,046		5,845		2,697		15,588
Distribution agreements		80,500		30,300		13,950		124,750
Customer lists		3,200		1,200		550		4,950
Total acquired assets	$	153,587	$	64,317	$	21,334	$	239,238
Current liabilities (acquisition related contingent consideration)	$	-	$	1,458	$	-	$	1,458
Other current liabilities		3,497		4,323		491		8,311
Other liabilities (acquisition related contingent consideration)		-		18,848		-		18,848
Other liabilities		15		87		-		102
Total assumed liabilities	$	3,512	$	24,716	$	491	$	28,719