coke-8k_20170808.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

August 8, 2017

 

COCA-COLA BOTTLING CO. CONSOLIDATED

(Exact name of registrant as specified in its charter)

 

 

Delaware

  

0-9286

  

56-0950585

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

4100 Coca-Cola Plaza, Charlotte, North Carolina 28211

(Address of principal executive offices) (Zip Code)

(704) 557-4400

(Registrant's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 



Item 2.02.Results of Operations and Financial Condition.

 

On August 8, 2017, Coca-Cola Bottling Co. Consolidated (the “Company”) issued a news release announcing its financial results for the second quarter ended July 2, 2017 and the first half of fiscal 2017. A copy of the news release is furnished as Exhibit 99.1 hereto.

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d)  Exhibits.

 

 

99.1

News release issued on August 8, 2017, reporting the Company’s financial results for the second quarter ended July 2, 2017 and the first half of fiscal 2017.

 

 


Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COCA-COLA BOTTLING CO. CONSOLIDATED

(REGISTRANT)

 

 

 

 

Date: August 8, 2017

 

 

 

By:

 

/s/ Clifford M. Deal, III

 

 

 

 

 

 

 

 

Clifford M. Deal, III

Senior Vice President, Chief Financial Officer

 

 



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC

EXHIBITS

CURRENT REPORT

ON

FORM 8-K

 

Date of Event Reported:

August 8, 2017

 

 

 

 

 

 

 

Commission File No:

0-9286

COCA-COLA BOTTLING CO. CONSOLIDATED

EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Description

 

 

99.1

  

News release issued on August 8, 2017, reporting the Company’s financial results for the second quarter ended July 2, 2017 and the first half of fiscal 2017.

 

coke-ex991_6.htm

Exhibit 99.1

 

 

 

Media Contact:

 

 

 

Investor Contact:

 

 

 

Kimberly Kuo

Senior Vice President, Public Affairs,

Communications and Communities

704-557-4584

Clifford M. Deal, III

Senior Vice President & CFO

704-557-4633

 

Coca‑Cola Bottling Co. Consolidated Reports

Second Quarter 2017 Results

 

 

Net sales in the second quarter of 2017 increased 39.1% and comparable(a) net sales increased 2.8% compared to the second quarter of 2016

 

Income from operations in the second quarter of 2017 decreased 13.6% and comparable(a) income from operations increased 7.1% compared to the second quarter of 2016

 

Basic net income per share in the second quarter of 2017 decreased to $0.68 from basic net income per share of $1.68 in the second quarter of 2016 and comparable(a) basic net income per share increased to $2.36 from comparable basic net income per share of $2.11 in the second quarter of 2016

 

Equivalent unit case volume in the second quarter of 2017 increased 33.3% and comparable(a) equivalent unit case volume increased 1.3% compared to the second quarter of 2016

 

 

CHARLOTTE, August 8, 2017 – Coca‑Cola Bottling Co. Consolidated (NASDAQ: COKE) today reported operating results for the second quarter ended July 2, 2017 and the first half of fiscal 2017.

 

Frank Harrison, Chairman and Chief Executive Officer, said, “We maintained our momentum in the second quarter of 2017 as we continued the expansion of our distribution territory and manufacturing capacity while producing solid financial results. I continue to be impressed with the dedication and passion our teammates exhibit in extending our Company’s influence and purpose into the communities, customers and consumers we serve every day.”

 

Hank Flint, President and Chief Operating Officer, added, “We are pleased with our second quarter and first half results. Significant growth from acquisitions has been complemented with consistent growth in comparable sales volume and revenue. We believe our growth will allow us to leverage core capabilities and improve performance in expansion distribution territories and manufacturing facilities without sacrificing performance in our legacy operations. We look forward to completing our multi-year series of expansion transactions by the end of 2017 and thank our teammates for their ongoing commitment to growing our Company and its purpose.”

 

Second Quarter 2017 Operating Review

 

 

 

Second Quarter 2017

% Change Compared to

Second Quarter 2016

 

 

First Half 2017

% Change Compared to

First Half 2016

 

 

 

Consolidated

 

Comparable(a)

 

 

Consolidated

 

Comparable(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

39.1

%

 

2.8

%

 

 

38.8

%

 

2.3

%

Income from operations

 

 

-13.6

%

 

7.1

%

 

 

-9.3

%

 

2.0

%

Net income per share - basic

 

 

-59.5

%

 

11.8

%

 

 

-76.7

%

 

9.8

%

Equivalent unit case volume(b)

 

 

33.3

%

 

1.3

%

 

 

35.4

%

 

1.9

%

Sparkling

 

 

29.8

%

 

0.8

%

 

 

32.3

%

 

1.0

%

Still

 

 

41.2

%

 

2.6

%

 

 

43.1

%

 

4.1

%

 

(a)  The discussion of the second quarter and first half results includes selected non-GAAP financial information, such as “comparable” results. See discussion of “Non-GAAP Financial Measures” for descriptions and reconciliations.

(b)  Equivalent unit case volume is defined as 24 8-ounce servings or 192 ounces.


 

 

Consolidated net sales increased $328.9 million, or 39.1%, to $1.17 billion in the second quarter of 2017, as compared to $840.4 million in the second quarter of 2016. The increase in net sales was primarily driven by acquisitions and an increase in comparable net sales of 2.8%. The increase in comparable net sales in the second quarter of 2017 was driven by an increase in comparable equivalent unit case volume of 1.3%. The sparkling product portfolio and the still product portfolio, which has a higher sales price per unit than the sparkling portfolio, both contributed to the increase in comparable net sales.

 

 

Consolidated income from operations decreased $7.4 million, or 13.6%, to $47.3 million in the second quarter of 2017 from $54.7 million in the second quarter of 2016. The decrease was primarily driven by a $4.6 million increase in expansion transaction expenses and $2.8 million of amortization expense related to the conversion of distribution rights from indefinite lived intangible assets to long lived intangible assets in the first quarter of 2017.

 

Comparable income from operations, which represents the same geographic territories in all periods presented, increased $3.2 million, or 7.1%, to $47.5 million in the second quarter of 2017 from $44.4 million in the second quarter of 2016. The increase was primarily driven by a $19.1 million increase in comparable net sales.

 

 

Other expense is primarily comprised of the quarterly mark-to-market fair value adjustment for the Company’s acquisition related contingent consideration liability for territories acquired from Coca‑Cola Refreshments USA, Inc. (“CCR”), a wholly-owned subsidiary of The Coca‑Cola Company, since May 2014. These mark-to-market adjustments are non-cash and reflect changes in underlying assumptions used to calculate the estimated liability in the acquired territories subject to sub-bottling fees. These assumptions include long-term interest rates; projected future operating results; and final settlements of territory values, as agreed upon with CCR, which generally occur beyond one year from the individual territory acquisition dates.

 

The mark-to-market adjustment was $16.2 million in the second quarter of 2017, as compared to $16.3 million in the second quarter of 2016. The adjustment in the second quarter of 2017 was primarily a result of a change in the risk-free interest rate. The adjustment in the second quarter of 2016 was driven primarily by a change in projected future operating results of the acquired territories subject to sub-bottling fees and a change in the risk-free interest rate.

 

Additionally, Other expense in the second quarter of 2017 included a $9.4 million charge related to net working capital and other fair value adjustments for the Easton and Salisbury, Maryland and Richmond and Yorktown, Virginia expansion territories acquisitions and the Sandston, Virginia expansion facility acquisition (the “January 2016 Expansion Transactions”). As these adjustments for the January 2016 Expansion Transactions were made beyond one year from the acquisition date, the Company recorded these adjustments through its consolidated condensed statements of operations. This amount remains payable to The Coca‑Cola Company.

 

 

Consolidated basic net income per share was $0.68 in the second quarter of 2017, as compared to consolidated basic net income per share of $1.68 in the second quarter of 2016. Comparable basic net income per share was $2.36 in the second quarter of 2017, as compared to $2.11 in the second quarter of 2016.

 

 

Cash flows provided by operating activities were $179.0 million in the first half of 2017, which was an increase of $117.8 million as compared to the first half of 2016. In addition to the cash generated from the newly acquired expansion territories, the increase was driven by a one-time fee of $87.1 million received from CCR in the first quarter of 2017 for the conversion of the Company’s and its subsidiaries’ then existing bottling agreements with The Coca‑Cola Company or CCR to a new and final form comprehensive beverage agreement.

 

In the first half of 2017, cash payments by the Company for the acquired territories and related assets totaled $235.0 million, which includes $227.8 million for expansion transactions and $15.6 million for the rights to market, promote, distribute and sell glacéau products in certain geographic territories, partially offset by $8.4 million in proceeds from cold drink equipment acquired in the Expansion Transactions. Additions to property, plant and equipment during the first half of 2017 were $79.6 million, which excludes $161.2 million in property, plant and equipment acquired in the Company’s expansion transactions completed during the first half of 2017.

 

The Company expects to be a net user of cash in 2017 as it continues to acquire distribution rights in additional territories and manufacturing facilities as part of the Company’s previously announced Coca‑Cola system transformation transactions with The Coca‑Cola Company.

 

About Coca‑Cola Bottling Co. Consolidated

 

Coke Consolidated is the largest independent Coca‑Cola bottler in the United States. Our Purpose is to honor God, serve others, pursue excellence and grow profitably. For 115 years, we have been deeply committed to the consumers, customers and communities we serve and passionate about the broad portfolio of beverages and services we offer. We make, sell and distribute beverages of


 

The Coca‑Cola Company and other partner companies in more than 300 brands and flavors across 16 states to over 64 million consumers.

 

Headquartered in Charlotte, N.C., Coke Consolidated is traded on the NASDAQ under the symbol COKE. More information about the company is available at www.cokeconsolidated.com. Follow Coke Consolidated on Facebook, Twitter, Instagram and LinkedIn.

 

Cautionary Information Regarding Forward-Looking Statements

 

Certain statements contained in this news release are “forward-looking statements” that involve risks and uncertainties. The words “believe,” “expect,” “project,” “will,” “should,” “could” and similar expressions are intended to identify those forward-looking statements. Factors that might cause Coke Consolidated’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: our inability to integrate the operations and employees acquired in expansion transactions; lower than expected selling pricing resulting from increased marketplace competition; changes in how significant customers market or promote our products; changes in our top customer relationships; changes in public and consumer preferences related to nonalcoholic beverages, including concerns related to obesity and health concerns; unfavorable changes in the general economy; miscalculation of our need for infrastructure investment; our inability to meet requirements under beverage agreements; material changes in the performance requirements for marketing funding support or our inability to meet such requirements; decreases from historic levels of marketing funding support; changes in The Coca‑Cola Company’s and other beverage companies’ levels of advertising, marketing and spending on brand innovation; the inability of our aluminum can or plastic bottle suppliers to meet our purchase requirements; our inability to offset higher raw material costs with higher selling prices, increased bottle/can sales volume or reduced expenses; consolidation of raw material suppliers; incremental risks resulting from increased purchases of finished goods; sustained increases in fuel costs or our inability to secure adequate supplies of fuel; sustained increases in the cost of labor and employment matters, product liability claims or product recalls; technology failures or cyberattacks; changes in interest rates; the impact of debt levels on operating flexibility and access to capital and credit markets; adverse changes in our credit rating (whether as a result of our operations or prospects or as a result of those of The Coca‑Cola Company or other bottlers in the Coca‑Cola system); changes in legal contingencies; legislative changes affecting our distribution and packaging; adoption of significant product labeling or warning requirements; additional taxes resulting from tax audits; natural disasters and unfavorable weather; global climate change or legal or regulatory responses to such change; issues surrounding labor relations with unionized employees; bottler system disputes; our use of estimates and assumptions; changes in accounting standards; the impact of volatility in the financial markets on access to the credit markets; the impact of acquisitions or dispositions of bottlers by their franchisors; changes in the inputs used to calculate our acquisition related contingent consideration liability; and the concentration of our capital stock ownership. These and other factors are discussed in the Company’s regulatory filings with the Securities and Exchange Commission, including those in the Company’s fiscal 2016 Annual Report on Form 10-K, Item 1A. Risk Factors. The forward-looking statements contained in this news release speak only as of this date, and the Company does not assume any obligation to update them except as required by law.

 

—Enjoy Coca‑Cola—

 



 

Financial Statements

 

COCA‑COLA BOTTLING CO. CONSOLIDATED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Second Quarter

 

 

First Half

 

(in thousands, except per share data)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net sales

 

$

1,169,291

 

 

$

840,384

 

 

$

2,034,993

 

 

$

1,465,840

 

Cost of sales

 

 

754,113

 

 

 

520,677

 

 

 

1,287,794

 

 

 

902,235

 

Gross profit

 

 

415,178

 

 

 

319,707

 

 

 

747,199

 

 

 

563,605

 

Selling, delivery and administrative expenses

 

 

367,865

 

 

 

264,971

 

 

 

686,278

 

 

 

496,468

 

Income from operations

 

 

47,313

 

 

 

54,736

 

 

 

60,921

 

 

 

67,137

 

Interest expense, net

 

 

10,440

 

 

 

9,808

 

 

 

19,910

 

 

 

19,169

 

Other expense, net

 

 

25,549

 

 

 

16,274

 

 

 

37,795

 

 

 

33,425

 

Loss on exchange of franchise territory

 

 

-

 

 

 

692

 

 

 

-

 

 

 

692

 

Income before income taxes

 

 

11,324

 

 

 

27,962

 

 

 

3,216

 

 

 

13,851

 

Income tax expense

 

 

3,743

 

 

 

10,638

 

 

 

52

 

 

 

5,560

 

Net income

 

 

7,581

 

 

 

17,324

 

 

 

3,164

 

 

 

8,291

 

Less: Net income attributable to noncontrolling interest

 

 

1,233

 

 

 

1,672

 

 

 

1,867

 

 

 

2,680

 

Net income attributable to Coca-Cola Bottling Co. Consolidated

 

$

6,348

 

 

$

15,652

 

 

$

1,297

 

 

$

5,611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share based on net income attributable to Coca-Cola Bottling Co. Consolidated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

$

0.68

 

 

$

1.68

 

 

$

0.14

 

 

$

0.60

 

Weighted average number of Common Stock shares outstanding

 

 

7,141

 

 

 

7,141

 

 

 

7,141

 

 

 

7,141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class B Common Stock

 

$

0.68

 

 

$

1.68

 

 

$

0.14

 

 

$

0.60

 

Weighted average number of Class B Common Stock shares outstanding

 

 

2,193

 

 

 

2,172

 

 

 

2,185

 

 

 

2,164

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share based on net income attributable to Coca-Cola Bottling Co. Consolidated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

$

0.68

 

 

$

1.67

 

 

$

0.14

 

 

$

0.59

 

Weighted average number of Common Stock shares outstanding – assuming dilution

 

 

9,374

 

 

 

9,353

 

 

 

9,366

 

 

 

9,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class B Common Stock

 

$

0.67

 

 

$

1.67

 

 

$

0.13

 

 

$

0.59

 

Weighted average number of Class B Common Stock shares outstanding – assuming dilution

 

 

2,233

 

 

 

2,212

 

 

 

2,225

 

 

 

2,204

 

 



 

COCA‑COLA BOTTLING CO. CONSOLIDATED

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

 

(in thousands)

 

July 2, 2017

 

 

January 1, 2017

 

ASSETS

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

43,514

 

 

$

21,850

 

Trade accounts receivable, net

 

 

383,434

 

 

 

267,213

 

Accounts receivable, other

 

 

117,115

 

 

 

97,361

 

Inventories

 

 

200,441

 

 

 

143,553

 

Prepaid expenses and other current assets

 

 

66,871

 

 

 

63,834

 

Total current assets

 

 

811,375

 

 

 

593,811

 

Property, plant and equipment, net

 

 

977,553

 

 

 

812,989

 

Leased property under capital leases, net

 

 

30,689

 

 

 

33,552

 

Other assets

 

 

99,587

 

 

 

86,091

 

Franchise rights

 

 

-

 

 

 

533,040

 

Goodwill

 

 

160,427

 

 

 

144,586

 

Other identifiable intangible assets, net

 

 

811,810

 

 

 

245,415

 

Total assets

 

$

2,891,441

 

 

$

2,449,484

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Current portion of obligations under capital leases

 

$

7,875

 

 

$

7,527

 

Accounts payable and accrued expenses

 

 

594,213

 

 

 

450,380

 

Total current liabilities

 

 

602,088

 

 

 

457,907

 

Deferred income taxes

 

 

146,649

 

 

 

174,854

 

Pension, postretirement and other liabilities

 

 

658,884

 

 

 

505,251

 

Long-term debt and obligations under capital leases

 

 

1,117,729

 

 

 

948,448

 

Total liabilities

 

 

2,525,350

 

 

 

2,086,460

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

278,331

 

 

 

277,131

 

Noncontrolling interest

 

 

87,760

 

 

 

85,893

 

Total liabilities and equity

 

$

2,891,441

 

 

$

2,449,484

 

 



 

COCA‑COLA BOTTLING CO. CONSOLIDATED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

First Half

 

(in thousands)

 

2017

 

 

2016

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

Consolidated net income

 

$

3,164

 

 

$

8,291

 

Depreciation expense and amortization of intangible assets and deferred proceeds

 

 

77,047

 

 

 

52,329

 

Deferred income taxes

 

 

(24,918

)

 

 

(1,476

)

Proceeds from conversion of Legacy Territories bottling agreements

 

 

87,066

 

 

 

-

 

Stock compensation expense

 

 

4,577

 

 

 

2,896

 

Fair value adjustment of acquisition related contingent consideration

 

 

28,365

 

 

 

33,425

 

Change in assets and liabilities (exclusive of acquisition)

 

 

1,114

 

 

 

(37,890

)

Other

 

 

2,556

 

 

 

3,622

 

Net cash provided by operating activities

 

 

178,971

 

 

 

61,197

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Acquisition of Expansion Territories, net of cash acquired, glacéau distribution agreement consideration and proceeds from cold drink equipment acquired in Expansion Transactions

 

 

(234,957

)

 

 

(174,695

)

Additions to property, plant and equipment (exclusive of acquisition)

 

 

(79,607

)

 

 

(79,625

)

Other

 

 

(617

)

 

 

(6,352

)

Net cash used in investing activities

 

 

(315,181

)

 

 

(260,672

)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Borrowings under Revolving Credit Facility, Term Loan Facility and Senior Notes

 

 

363,000

 

 

 

610,000

 

Payment on Revolving Credit Facility and Senior Notes

 

 

(190,000

)

 

 

(399,757

)

Cash dividends paid

 

 

(4,662

)

 

 

(4,652

)

Payment on acquisition related contingent consideration

 

 

(6,556

)

 

 

(7,926

)

Principal payments on capital lease obligations

 

 

(3,695

)

 

 

(3,488

)

Other

 

 

(213

)

 

 

(877

)

Net cash provided by financing activities

 

 

157,874

 

 

 

193,300

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) during the period

 

 

21,664

 

 

 

(6,175

)

Cash at beginning of period

 

 

21,850

 

 

 

55,498

 

Cash at end of period

 

$

43,514

 

 

$

49,323

 

 



 

Non-GAAP Financial Measures

 

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that certain non-GAAP financial measures provide users with additional meaningful financial information that should be considered when assessing the Company’s ongoing performance. Further, given the transformation of the Company’s business through expansion transactions with The Coca‑Cola Company, the Company believes these non-GAAP financial measures allow users to better appreciate the impact of these transactions on the Company’s performance. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company's performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP. The Company’s non-GAAP financial information does not represent a comprehensive basis of accounting.

 

The following tables reconcile reported GAAP results to comparable results for the second quarter of 2017 and the second quarter of 2016:

 

 

 

Second Quarter 2017

 

(in thousands, except per share data)

 

Net

sales

 

 

Income from operations

 

 

Income before

income taxes

 

 

Net

income

 

 

Basic net income

per share

 

Reported results (GAAP)

 

$

1,169,291

 

 

$

47,313

 

 

$

11,324

 

 

$

6,348

 

 

$

0.68

 

Fair value adjustments for commodity hedges

 

 

-

 

 

 

1,187

 

 

 

1,187

 

 

 

729

 

 

 

0.08

 

Amortization of converted distribution rights

 

 

-

 

 

 

2,760

 

 

 

2,760

 

 

 

1,695

 

 

 

0.18

 

January 2016 Expansion Transactions settlement

 

 

-

 

 

 

-

 

 

 

9,442

 

 

 

5,797

 

 

 

0.62

 

2017 & 2016 acquisitions impact

 

 

(472,649

)

 

 

(15,320

)

 

 

(15,320

)

 

 

(9,406

)

 

 

(1.00

)

Expansion transaction expenses

 

 

-

 

 

 

11,574

 

 

 

11,574

 

 

 

7,106

 

 

 

0.75

 

Fair value adjustment of acquisition related contingent consideration

 

 

-

 

 

 

-

 

 

 

16,119

 

 

 

9,897

 

 

 

1.05

 

Total reconciling items

 

 

(472,649

)

 

 

201

 

 

 

25,762

 

 

 

15,818

 

 

 

1.68

 

Comparable results (non-GAAP)

 

$

696,642

 

 

$

47,514

 

 

$

37,086

 

 

$

22,166

 

 

$

2.36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Second Quarter 2016

 

(in thousands, except per share data)

 

Net

sales

 

 

Income from operations

 

 

Income before

income taxes

 

 

Net

income

 

 

Basic net income

per share

 

Reported results (GAAP)

 

$

840,384

 

 

$

54,736

 

 

$

27,962

 

 

$

15,652

 

 

$

1.68

 

Fair value adjustments for commodity hedges

 

 

-

 

 

 

(2,770

)

 

 

(2,770

)

 

 

(1,704

)

 

 

(0.18

)

2016 acquisitions impact

 

 

(162,819

)

 

 

(13,502

)

 

 

(13,502

)

 

 

(8,304

)

 

 

(0.89

)

Expansion transaction expenses

 

 

-

 

 

 

7,005

 

 

 

7,005

 

 

 

4,308

 

 

 

0.46

 

Exchange of franchise territories

 

 

-

 

 

 

-

 

 

 

692

 

 

 

426

 

 

 

0.05

 

Impact of changes in product supply governance

 

 

-

 

 

 

(1,105

)

 

 

(1,105

)

 

 

(680

)

 

 

(0.07

)

Fair value adjustment of acquisition related contingent consideration

 

 

-

 

 

 

-

 

 

 

16,274

 

 

 

10,009

 

 

 

1.06

 

Total reconciling items

 

 

(162,819

)

 

 

(10,372

)

 

 

6,594

 

 

 

4,055

 

 

 

0.43

 

Comparable results (non-GAAP)

 

$

677,565

 

 

$

44,364

 

 

$

34,556

 

 

$

19,707

 

 

$

2.11

 

 

The following tables reconcile reported GAAP results to comparable results for the first half of 2017 and the first half of 2016:

 

 

 

First Half 2017

 

(in thousands, except per share data)

 

Net

sales

 

 

Income from operations

 

 

Income before

income taxes

 

 

Net

income

 

 

Basic net income

per share

 

Reported results (GAAP)

 

$

2,034,993

 

 

$

60,921

 

 

$

3,216

 

 

$

1,297

 

 

$

0.14

 

Fair value adjustments for commodity hedges

 

 

-

 

 

 

860

 

 

 

860

 

 

 

528

 

 

 

0.06

 

Amortization of converted distribution rights

 

 

-

 

 

 

2,760

 

 

 

2,760

 

 

 

1,695

 

 

 

0.18

 

January 2016 Expansion Transactions settlement

 

 

-

 

 

 

-

 

 

 

9,442

 

 

 

5,797

 

 

 

0.62

 

2017 & 2016 acquisitions impact

 

 

(737,555

)

 

 

(19,770

)

 

 

(19,770

)

 

 

(12,138

)

 

 

(1.29

)

Expansion transaction expenses

 

 

-

 

 

 

19,226

 

 

 

19,226

 

 

 

11,804

 

 

 

1.24

 

Fair value adjustment of acquisition related contingent consideration

 

 

-

 

 

 

-

 

 

 

28,365

 

 

 

17,416

 

 

 

1.86

 

Total reconciling items

 

 

(737,555

)

 

 

3,076

 

 

 

40,883

 

 

 

25,102

 

 

 

2.67

 

Comparable results (non-GAAP)

 

$

1,297,438

 

 

$

63,997

 

 

$

44,099

 

 

$

26,399

 

 

$

2.81

 

 


 

 

 

First Half 2016

 

(in thousands, except per share data)

 

Net

sales

 

 

Income from operations

 

 

Income before

income taxes

 

 

Net

income

 

 

Basic net income

per share

 

Reported results (GAAP)

 

$

1,465,840

 

 

$

67,137

 

 

$

13,851

 

 

$

5,611

 

 

$

0.60

 

Fair value adjustments for commodity hedges

 

 

-

 

 

 

(3,810

)

 

 

(3,810

)

 

 

(2,344

)

 

 

(0.25

)

2016 acquisitions impact

 

 

(198,130

)

 

 

(14,708

)

 

 

(14,708

)

 

 

(9,046

)

 

 

(0.97

)

Expansion transaction expenses

 

 

-

 

 

 

13,428

 

 

 

13,428

 

 

 

8,258

 

 

 

0.89

 

Special charitable contribution

 

 

-

 

 

 

4,000

 

 

 

4,000

 

 

 

2,460

 

 

 

0.26

 

Exchange of franchise territories

 

 

-

 

 

 

-

 

 

 

692

 

 

 

426

 

 

 

0.05

 

Impact of changes in product supply governance

 

 

-

 

 

 

(3,318

)

 

 

(3,318

)

 

 

(2,041

)

 

 

(0.22

)

Fair value adjustment of acquisition related contingent consideration

 

 

-

 

 

 

-

 

 

 

33,425

 

 

 

20,557

 

 

 

2.20

 

Total reconciling items

 

 

(198,130

)

 

 

(4,408

)

 

 

29,709

 

 

 

18,270

 

 

 

1.96

 

Comparable results (non-GAAP)

 

$

1,267,710

 

 

$

62,729

 

 

$

43,560

 

 

$

23,881

 

 

$

2.56