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Acquisitions | 12 Months Ended
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Dec. 28, 2014
Business Combinations [Abstract] |
Acquisitions | 3. Acquisitions In April 2013, the Company announced that it had signed a non-binding letter of intent with The Coca-Cola Company to expand the Company’s franchise territory to include distribution rights in parts of Tennessee, Kentucky and Indiana served by Coca-Cola Refreshments USA, Inc. (“CCR”), a wholly owned subsidiary of The Coca-Cola Company. Johnson City and Morristown, Tennessee Territory Acquisitions On May 7, 2014, the Company and CCR entered into an asset purchase agreement (the “May Asset Purchase Agreement”) relating to the territory served by CCR through CCR’s facilities and equipment located in Johnson City and Morristown, Tennessee (the “May Expansion Territory”). The closing of this transaction occurred on May 23, 2014 for a cash purchase price of $12.2 million, which will remain subject to adjustment until July 2, 2015, at the latest as specified in the May Asset Purchase Agreement. The Company has preliminarily allocated the purchase price for the May Expansion Territory to the individual acquired assets and assumed liabilities. The valuations are subject to adjustment as additional information is obtained, but any adjustments are not expected to be material. The fair values of identifiable intangible assets and acquisition related contingent consideration are final. The fair values of acquired assets and assumed liabilities as of the acquisition date are summarized as follows:
In Thousands |  | Fair Value |
Cash |  | $ | 46 |
Inventories |  |  | 1,361 |
Prepaid expenses and other current assets |  |  | 333 |
Property, plant and equipment |  |  | 8,495 |
Other assets (including deferred taxes) |  |  | 473 |
Goodwill |  |  | 782 |
Other identifiable intangible assets |  |  | 13,800 |
Total acquired assets |  | $ | 25,290 |
Current liabilities (acquisition related contingent consideration) |  | $ | 1,005 |
Other accrued liabilities |  |  | 81 |
Other liabilities (acquisition related contingent consideration) |  |  | 11,995 |
Total assumed liabilities |  | $ | 13,081 |
The fair value of acquired identifiable intangible assets is as follows:
In Thousands |  | Fair Value |  |  | Estimated Useful Life |
Distribution agreements |  | $ | 13,200 |  |  |  | 40 years |
Customer lists |  |  | 600 |  |  |  | 12 years |
Total |  | $ | 13,800 |  |  |  |  |
The goodwill of $0.8 million is primarily attributed to the workforce of the May Expansion Territory. Goodwill of $0.1 million is expected to be deductible for tax purposes. Knoxville, Tennessee Territory Acquisition On August 28, 2014, the Company and CCR entered into an asset purchase agreement (the “August Asset Purchase Agreement”) related to the territory served by CCR through CCR’s facilities and equipment located in Knoxville, Tennessee (the “October Expansion Territory”). The closing of this transaction occurred on October 24, 2014, for a cash purchase price of $29.5 million, which will remain subject to adjustment until December 3, 2015, at the latest as specified in the August Asset Purchase Agreement. The Company has preliminarily allocated the purchase price of the October Expansion Territory to the individual acquired assets and assumed liabilities. The valuations are subject to adjustment as additional information is obtained, but any adjustments are not expected to be material. The fair values of identifiable intangible assets and acquisition related contingent consideration are final. The fair values of acquired assets and assumed liabilities as of the acquisition date are summarized as follows:
In Thousands |  | Fair Value |
Cash |  | $ | 108 |
Inventories |  |  | 2,084 |
Prepaid expenses and other current assets |  |  | 1,796 |
Property, plant and equipment |  |  | 17,152 |
Other assets (including deferred taxes) |  |  | 1,106 |
Goodwill |  |  | 3,389 |
Other identifiable intangible assets |  |  | 40,400 |
Total acquired assets |  | $ | 66,035 |
Current liabilities (acquisition related contingent consideration) |  | $ | 2,426 |
Accounts payable to The Coca-Cola Company |  |  | 242 |
Other liabilities (including deferred taxes) |  |  | 3,060 |
Other liabilities (acquisition related contingent consideration) |  |  | 30,774 |
Total assumed liabilities |  | $ | 36,502 |
The fair value of acquired identifiable intangible assets is as follows:
In Thousands |  | Fair Value |  |  | Estimated Useful Life |
Distribution agreements |  | $ | 39,400 |  |  |  | 40 years |
Customer lists |  |  | 1,000 |  |  |  | 12 years |
Total |  | $ | 40,400 |  |  |  |  |
The goodwill of $3.4 million is primarily attributed to the workforce of the October Expansion Territory. Goodwill of $2.8 million is expected to be deductible for tax purposes. The financial results of both Expansion Territories have been included in the Company’s consolidated financial statements from their acquisition date. These territories contributed $45.1 million in net sales and $3.4 million in operating income during 2014. At closing of both the May and the October Asset Purchase Agreements, the Company signed a Comprehensive Beverage Agreement (“CBA”) which has a term of ten years and is renewable by the Company indefinitely for successive additional terms of ten years each unless the CBAs are earlier terminated as provided therein. Under the CBAs, the Company will make a quarterly sub-bottling payment to CCR on a continuing basis for the grant of exclusive rights to distribute, promote, market and sell specified covered beverages and related products, as defined in the agreement, in the acquired territories. The quarterly sub-bottling payment, which is accounted for as contingent consideration, will be based on sales of certain beverages and beverage products that are sold under the same trademarks that identify a covered beverage, related product or certain cross-licensed brands (as defined in the CBAs). The CBA imposes certain obligations on the Company with respect to serving the Expansion Territory that failure to meet could result in termination of the CBA if the Company fails to take corrective measures within a specified time frame. The anticipated range of undiscounted amounts the Company could pay annually under the contingent consideration arrangements are between $3.1 million and $5.2 million. As of December 28, 2014, the Company has recorded a liability of $46.9 million to reflect the estimated fair value of the contingent consideration related to the future sub-bottling payments. The contingent consideration was valued using a probability weighted discounted cash flow model based on internal forecasts and the weighted average cost of capital derived from market data. The contingent consideration will be reassessed and adjusted to fair value each quarter through other income or expense. During 2014, the Company recorded a fair value adjustment to the contingent consideration liability of $1.1 million, primarily due to a change in discount rates subsequent to the acquisitions. During 2014, the Company made sub-bottling payments of $0.2 million to CCR related to the CBAs for the May and October Expansion Territories. See Note 26 to the consolidated financial statements for territory acquisitions completed with CCR and a signed agreement for an additional territory expansion with CCR which occurred subsequent to December 28, 2014. Also see Note 26 for terms of an asset exchange agreement with CCR which is expected to close in the first half of 2015.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4922-128472 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4934-128472 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4926-128472 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7000-128479 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4845-128472 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463 + Details
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