Acquisitions and Divestitures (Tables)

12 Months Ended

Jan. 01, 2017

Schedule of Unaudited Pro Forma Information

The following table represents the unaudited pro forma net sales for the Company for the 2016 Expansion Transactions and the 2015 Expansion Territories.

	Fiscal Year
(in thousands)	2016		2015
Net sales as reported	$	3,156,428	$	2,306,458
Pro forma adjustments (unaudited)		441,642		1,026,245
Net sales pro forma (unaudited)	$	3,598,070	$	3,332,703

The following table represents the unaudited pro forma income from operations for the Company for the 2016 Expansion Transactions. The income from operations for the 2015 Expansion Territories are not presented as these are considered impracticable for disclosure.

	Fiscal Year
(in thousands)	2016		2015
Income from operations as reported	$	127,859	$	98,144
Pro forma adjustments (unaudited)		27,263		39,178
Income from operations pro forma (unaudited)	$	155,122	$	137,322

BYB Brands Inc [Member]

Schedule of Consolidated Statement of Operations

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

	Fiscal Year
(in thousands)	2015		2014
Net sales	$	23,875	$	34,089
Operating income (loss)		1,809		(357	)

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 remains subject to adjustment in accordance with the terms and conditions of the February 2015 APA, 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		824		-		2,180
Property, plant and equipment		6,291		15,656		6,210		24,832		8,492		61,481
Other assets (including deferred taxes)		336		1,352		494		4,392		-		6,574
Goodwill		1,388		1,520		1,027		6,723		-		10,658
Other identifiable intangible assets		12,950		20,350		1,700		49,100		-		84,100
Total acquired assets	$	23,298	$	42,099	$	11,039	$	89,900	$	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

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 are 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

Summary of Fair Value Acquired Identifiable Intangible Assets

The fair value of the acquired identifiable intangible assets 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

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 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		October 2016 Expansion Transactions		Total 2016 Expansion Transactions
Cash	$	179	$	219	$	161	$	150	$	709
Inventories		10,159		3,748		13,850		18,513		46,270
Prepaid expenses and other current assets		2,775		1,945		3,774		4,181		12,675
Accounts receivable from The Coca-Cola Company		1,135		1,176		1,140		1,253		4,704
Property, plant and equipment		46,149		54,135		58,679		68,130		227,093
Other assets (including deferred taxes)		2,351		1,536		5,146		666		9,699
Goodwill		9,388		1,956		7,795		7,133		26,272
Other identifiable intangible assets		1,300		-		23,450		66,500		91,250
Total acquired assets	$	73,436	$	64,715	$	113,995	$	166,526	$	418,672
Current liabilities (acquisition related contingent consideration)	$	361	$	742	$	1,307	$	3,318	$	5,728
Other current liabilities		591		4,231		5,482		7,165		17,469
Accounts payable to The Coca-Cola Company		650		-		-		-		650
Other liabilities		-		266		2,635		761		3,662
Other liabilities (acquisition related contingent consideration)		6,144		23,924		35,561		57,066		122,695
Total assumed liabilities	$	7,746	$	29,163	$	44,985	$	68,310	$	150,204

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		October 2016 Expansion Transactions		Total 2016 Expansion Transactions		Estimated Useful Lives
Distribution agreements	$	750	$	22,000	$	63,900	$	86,650	40 years
Customer lists		550		1,450		2,600		4,600	12 years
Total acquired identifiable intangible assets	$	1,300	$	23,450	$	66,500	$	91,250

2014 and 2015 and 2016 Acquisitions, 2015 Asset Exchange [Member]

Schedule of Consolidated Statement of Operations

The financial results of the 2016 Expansion Transactions, the 2015 Expansion Territories, the 2015 Asset Exchange and the 2014 Expansion Territories have been included in the Company’s consolidated financial statements from their respective acquisition or exchange dates. These territories contributed the following amounts to the Company’s consolidated statement of operations:

	Fiscal Year
(in thousands)	2016		2015		2014
Net sales from 2014 Expansion Territories	$	161,482	$	158,393	$	45,120
Net sales from 2015 Expansion Territories & 2015 Asset Exchange		469,440		278,691		-
Net sales from 2016 Expansion Transactions		592,329		-		-
Total expansion transactions impact to net sales	$	1,223,251	$	437,084	$	45,120
Operating income from 2014 Expansion Territories	$	4,933	$	3,553	$	3,417
Operating income from 2015 Expansion Territories & 2015 Asset Exchange		1,907		3,364		-
Operating income from 2016 Expansion Transactions		22,373		-		-
Total expansion transactions impact to operating income	$	29,213	$	6,917	$	3,417

The Company incurred $6.1 million, $5.8 million and $5.3 million in transaction related expenses for the Expansion Transactions in 2016, 2015 and 2014, respectively. These expenses are included within Selling, delivery and administrative expenses on the Consolidated Statements of Operations.