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Related Party Transactions
12 Months Ended
Dec. 29, 2019
Related Party Transactions [Abstract]  
Related Party Transactions

3.

Related Party Transactions

 

The Coca‑Cola Company

 

The Company’s business consists primarily of the production, marketing and distribution of nonalcoholic beverages of The Coca‑Cola Company, which is the sole owner of the formulas under which the primary components of its soft drink products, either concentrate or syrup, are manufactured.

 

J. Frank Harrison, III, the Chairman of the Board of Directors and Chief Executive Officer of the Company, together with the trustees of certain trusts established for the benefit of certain relatives of the late J. Frank Harrison, Jr., control shares representing approximately 86% of the total voting power of the Company’s total outstanding Common Stock and Class B Common Stock on a consolidated basis. As of December 29, 2019, The Coca‑Cola Company owned approximately 27% of the Company’s total outstanding Common Stock and Class B Common Stock on a consolidated basis, representing approximately 5% of the total voting power of the Company’s Common Stock and Class B Common Stock voting together. As long as The Coca‑Cola Company holds the number of shares of Common Stock it currently owns, it has the right to have its designee proposed by the Company for nomination to the Company’s Board of Directors, and J. Frank Harrison, III and the trustees of the J. Frank Harrison, Jr. family trusts described above, have agreed to vote the shares of the Company’s Class B Common Stock which they control in favor of such designee. The Coca‑Cola Company does not own any shares of the Company’s Class B Common Stock.

 

The following table summarizes the significant transactions between the Company and The Coca‑Cola Company:

 

 

 

Fiscal Year

 

(in thousands)

 

2019

 

 

2018

 

 

2017

 

Payments made by the Company to The Coca-Cola Company for:

 

 

 

 

 

 

 

 

 

 

 

 

Concentrate, syrup, sweetener and other purchases

 

$

1,187,889

 

 

$

1,188,818

 

 

$

1,085,898

 

Customer marketing programs

 

 

144,949

 

 

 

145,019

 

 

 

139,542

 

Cold drink equipment parts

 

 

28,209

 

 

 

30,065

 

 

 

25,381

 

Brand investment programs

 

 

13,266

 

 

 

9,063

 

 

 

8,582

 

Glacéau distribution agreement consideration

 

 

-

 

 

 

-

 

 

 

15,598

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments made by The Coca-Cola Company to the Company for:

 

 

 

 

 

 

 

 

 

 

 

 

Marketing funding support payments

 

$

98,013

 

 

$

86,483

 

 

$

83,177

 

Fountain delivery and equipment repair fees

 

 

41,714

 

 

 

40,023

 

 

 

35,335

 

Presence marketing funding support on the Company’s behalf

 

 

8,002

 

 

 

8,311

 

 

 

4,843

 

Facilitating the distribution of certain brands and packages to other Coca-Cola bottlers

 

 

5,069

 

 

 

9,683

 

 

 

10,474

 

Cold drink equipment

 

 

-

 

 

 

3,789

 

 

 

8,400

 

Legacy Facilities Credit (excluding portion related to Mobile, Alabama facility)

 

 

-

 

 

 

1,320

 

 

 

30,647

 

Conversion of bottling agreements

 

 

-

 

 

 

-

 

 

 

91,450

 

Portion of Legacy Facilities Credit related to Mobile, Alabama facility

 

 

-

 

 

 

-

 

 

 

12,364

 

 

In October 2017, the Company completed a multi-year series of transactions with The Coca‑Cola Company, CCR and Coca‑Cola Bottling Company United, Inc., an independent bottler that is unrelated to the Company, to significantly expand the Company’s distribution and manufacturing operations (the “System Transformation”). The System Transformation included the acquisition and exchange of rights to serve distribution territories and related distribution assets, as well as the acquisition and exchange of regional manufacturing facilities and related manufacturing assets.

 

In 2017, The Coca‑Cola Company agreed to provide the Company a fee to compensate the Company for the net economic impact of changes made by The Coca‑Cola Company to the authorized pricing on sales of covered beverages produced at certain manufacturing facilities owned by Company (the “Legacy Facilities Credit”). The Company immediately recognized the portion of the Legacy Facilities Credit applicable to a regional manufacturing facility in Mobile, Alabama which the Company transferred to CCR in October 2017, and the remaining balance of the Legacy Facilities Credit will be amortized as a reduction to cost of sales over a period of 40 years. The portion of the deferred liability that is expected to be amortized in the next 12 months is classified as current.

 

Additionally, in 2017, the Company made a payment of $15.6 million to obtain the rights to market, promote, distribute and sell glacéau vitaminwater, glacéau smartwater and glacéau vitaminwater zero drops in certain geographic territories including the District of Columbia and portions of Delaware, Maryland and Virginia, pursuant to an agreement entered into by the Company, The Coca‑Cola Company and CCR. This payment represented a portion of the total payment made by The Coca‑Cola Company to terminate a distribution arrangement with a prior distributor in this territory.

 

Coca‑Cola Refreshments USA, Inc.

 

The Company, The Coca-Cola Company and CCR entered into the CBA on March 31, 2017. Pursuant to the CBA, the Company is required to make quarterly sub-bottling payments to CCR on a continuing basis in exchange for the grant of exclusive rights to distribute, promote, market and sell the authorized brands of The Coca‑Cola Company and related products in distribution territories the Company acquired from CCR as part of the System Transformation, but excluding territories the Company acquired in an exchange transaction. These sub-bottling payments are based on gross profit derived from sales of certain beverages and beverage products that are sold under the same trademarks that identify a covered beverage, beverage product or certain cross-licensed brands.

 

Sub-bottling payments to CCR were $27.2 million in 2019, $24.7 million in 2018 and $16.7 million in 2017. The following table summarizes the liability recorded by the Company to reflect the estimated fair value of contingent consideration related to future sub‑bottling payments to CCR:

 

(in thousands)

 

December 29, 2019

 

 

December 30, 2018

 

Current portion of acquisition related contingent consideration

 

$

41,087

 

 

$

32,993

 

Noncurrent portion of acquisition related contingent consideration

 

 

405,597

 

 

 

349,905

 

Total acquisition related contingent consideration

 

$

446,684

 

 

$

382,898

 

 

Upon the conversion of the Company’s then-existing bottling agreements in 2017 pursuant to the CBA, the Company received a fee from CCR (the “Territory Conversion Fee”). The Territory Conversion Fee was equivalent to 0.5 times the EBITDA the Company and its subsidiaries generated during the 12-month period ended January 1, 2017 from sales in the distribution territories the Company served prior to the System Transformation of certain beverages owned by or licensed to The Coca‑Cola Company or Monster Energy Company on which the Company and its subsidiaries pay, and The Coca‑Cola Company receives, a facilitation fee. The Territory Conversion Fee was recorded as a deferred liability and will be amortized as a reduction to cost of sales over a period of 40 years. The portion of the deferred liability that is expected to be amortized in the next 12 months is classified as current.

 

The Company previously had a production arrangement with CCR to buy and sell finished products at cost and transported products for CCR to the Company’s and other Coca‑Cola bottlers’ locations. Following the completion of the System Transformation in October 2017, the Company no longer transacts with CCR other than making quarterly sub-bottling payments. During 2017, the Company had purchases from CCR of $114.9 million, gross sales to CCR of $76.7 million and sales to CCR for transporting CCR’s product of $2.0 million.

 

Southeastern Container (“Southeastern”)

 

The Company is a shareholder of Southeastern, a plastic bottle manufacturing cooperative. The Company accounts for Southeastern as an equity method investment. The Company’s investment in Southeastern, which was classified as other assets in the consolidated balance sheets, was $23.2 million as of December 29, 2019 and $23.6 million as of December 30, 2018.

 

In 2017, CCR redistributed a portion of its investment in Southeastern. As a result of this redistribution, the Company increased its investment in Southeastern by $6.0 million, which was recorded as income in other expense, net in the consolidated financial statements.

 

South Atlantic Canners, Inc. (“SAC”)

 

The Company is a shareholder of SAC, a manufacturing cooperative in Bishopville, South Carolina. All of SAC’s shareholders are Coca‑Cola bottlers and each has equal voting rights. The Company accounts for SAC as an equity method investment. The Company’s investment in SAC, which was classified as other assets in the consolidated balance sheets, was $8.2 million as of both December 29, 2019 and December 30, 2018.

 

The Company receives a fee for managing the day-to-day operations of SAC pursuant to a management agreement. Proceeds from management fees received from SAC were $9.1 million in 2019, $9.0 million in 2018 and $9.1 million in 2017.

 

Coca‑Cola Bottlers’ Sales & Services Company, LLC (“CCBSS”)

 

Along with other Coca‑Cola bottlers in the United States and Canada, the Company is a member of CCBSS, a company formed to provide certain procurement and other services with the intention of enhancing the efficiency and competitiveness of the Coca‑Cola bottling system. The Company accounts for CCBSS as an equity method investment and its investment in CCBSS is not material.

 

CCBSS negotiates the procurement for the majority of the Company’s raw materials, excluding concentrate, and the Company receives a rebate from CCBSS for the purchase of these raw materials. The Company had rebates due from CCBSS of $10.0 million on December 29, 2019 and $10.4 million on December 30, 2018, which were classified as accounts receivable, other in the consolidated balance sheets.

 

In addition, the Company pays an administrative fee to CCBSS for its services. The Company incurred administrative fees to CCBSS of $2.3 million in 2019, $2.8 million in 2018 and $2.3 million in 2017, which were classified as SD&A expenses in the consolidated statements of operations.

 

CONA Services LLC (“CONA”)

 

The Company is a member of CONA, an entity formed with The Coca‑Cola Company and certain other Coca‑Cola bottlers to provide business process and information technology services to its members. The Company accounts for CONA as an equity method investment. The Company’s investment in CONA, which was classified as other assets in the consolidated balance sheets, was $10.5 million as of December 29, 2019 and $8.0 million as of December 30, 2018.

 

Pursuant to an amended and restated master services agreement with CONA, the Company is authorized to use the Coke One North America system (the “CONA System”), a uniform information technology system developed to promote operational efficiency and uniformity among North American Coca‑Cola bottlers. In exchange for the Company’s rights to use the CONA System and receive CONA-related services, it is charged service fees by CONA. The Company incurred CONA service fees of $22.2 million in 2019, $21.5 million in 2018 and $12.6 million in 2017.

 

Related Party Leases

 

The Company leases its headquarters office facility and an adjacent office facility in Charlotte, North Carolina from Beacon Investment Corporation, of which J. Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, is the majority stockholder and Morgan H. Everett, Senior Vice President and a director of the Company, is a minority stockholder. The annual base rent the Company is obligated to pay under this lease agreement is subject to adjustment for increases in the Consumer Price Index (the “CPI”) and the lease expires on December 31, 2021. The principal balance outstanding under this lease was $6.8 million on December 29, 2019 and $9.9 million on December 30, 2018.

 

The minimum and contingent rental payments related to this lease were as follows:

 

 

 

Fiscal Year

 

(in thousands)

 

2019

 

 

2018

 

 

2017

 

Minimum rental payments

 

$

3,510

 

 

$

3,511

 

 

$

3,509

 

Contingent rental payments

 

 

1,015

 

 

 

927

 

 

 

877

 

Total rental payments

 

$

4,525

 

 

$

4,438

 

 

$

4,386

 

 

The contingent rental payments in 2019, 2018 and 2017 were a result of changes in the CPI. Increases or decreases in lease payments that result from changes in the CPI were recorded as adjustments to interest expense, net on the Company’s consolidated statements of operations.

 

Subsequent to the end of the fiscal year, the Company entered into a lease agreement with Beacon Investment Corporation to continue to lease its headquarters office facility and an adjacent office facility in Charlotte, North Carolina. The new lease expires on December 31, 2029 and is not subject to adjustment for increases in the CPI. See Note 10 for additional information.

 

The Company leases the Snyder Production Center and an adjacent sales facility in Charlotte, North Carolina from Harrison Limited Partnership One, which is directly and indirectly owned by trusts of which J. Frank Harrison, III, and Sue Anne H. Wells, a director of the Company, are trustees and beneficiaries and of which Morgan H. Everett is a permissible, discretionary beneficiary. The annual base rent the Company is obligated to pay under this lease agreement is subject to an adjustment for an inflation factor and the lease expires on December 31, 2020.

 

The principal balance outstanding under this lease was $4.3 million on December 29, 2019 and $8.1 million on December 30, 2018. The annual base rent the Company is obligated to pay under the lease is subject to an adjustment for an inflation factor. Rental payments related to this lease were $4.4 million in 2019, $4.2 million in 2018 and $4.1 million in 2017.