coke-20220802
false000031754000003175402022-08-022022-08-02


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 2, 2022
COCA-COLA CONSOLIDATED, INC.
(Exact name of registrant as specified in its charter)

Delaware0-928656-0950585
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
4100 Coca-Cola Plaza
Charlotte, NC
28211
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (704) 557-4400
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1.00 per shareCOKENASDAQ Global Select Market
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 2, 2022, Coca-Cola Consolidated, Inc. (the “Company”) issued a news release reporting its financial results for the second quarter ended July 1, 2022 and the first half of fiscal 2022. A copy of the news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.


Item 9.01.    Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.DescriptionIncorporated by Reference or
Filed/Furnished Herewith
99.1Furnished herewith.
104Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.Filed herewith.

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.



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 CONSOLIDATED, INC.
Date: August 2, 2022
By:/s/ F. Scott Anthony
F. Scott Anthony
Executive Vice President and Chief Financial Officer


Document
Exhibit 99.1
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MEDIA CONTACT:INVESTOR CONTACT:
Kimberly KuoScott Anthony
Senior Vice President
Public Affairs, Communications
& Sustainability
Executive Vice President &
Chief Financial Officer
Kimberly.Kuo@
cokeconsolidated.com
Scott.Anthony@
cokeconsolidated.com
(704) 557-4584(704) 557-4633


Coca-Cola Consolidated Reports Second Quarter
and First Half 2022 Results


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Second quarter of 2022 net sales increased 11% versus the second quarter of 2021, with physical case volume growth of 1.0%(a).
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Gross profit in the second quarter of 2022 was $551 million, an increase of 11% versus the second quarter of 2021. Gross margin remained flat at 34.5%, while adjusted(b) gross margin improved by 90 basis points to 35.4%.
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Income from operations for the first half of 2022 was $278 million, up $63 million, or 29%, versus the first half of 2021.

Key Results
 
Second Quarter
 First Half
(in millions)20222021Change20222021Change
Physical case volume97.4 96.4 1.0 %183.8 183.3 0.3 %
Net sales$1,595.2 $1,433.1 11.3 %$2,999.6 $2,702.9 11.0 %
Gross profit$550.7 $494.9 11.3 %$1,058.2 $943.6 12.1 %
Gross margin34.5 %34.5 %35.3 %34.9 %
Income from operations$147.3 $120.9 21.9 %$278.3 $215.0 29.4 %
Beverage Sales
Second Quarter
 First Half
(in millions)20222021Change20222021Change
Sparkling bottle/can$879.9 $754.7 16.6 %$1,655.9 $1,448.5 14.3 %
Still bottle/can$539.6 $499.0 8.1 %$1,006.8 $919.1 9.5 %




Second Quarter and First Half 2022 Review

CHARLOTTE, August 2, 2022 – Coca‑Cola Consolidated, Inc. (NASDAQ: COKE) today reported operating results for the second quarter ended July 1, 2022 and the first half of fiscal 2022.

“Our strong operating performance this quarter reflects solid execution across all aspects of our business. While supply chain challenges and cost inflation continue to impact our business, our team is successfully executing pricing and packaging strategies that are driving profitable growth,” said J. Frank Harrison, III, Chairman and Chief Executive Officer. “I am thankful for all of our teammates who live out Our Purpose every day as they serve our communities, customers and consumers with excellence.”

Net sales increased 11% to $1.60 billion in the second quarter of 2022, while physical case volume increased 1.0%. The increase in net sales was driven primarily by price increases taken on most of our Sparkling and Still beverages over the last year. Sparkling beverage volume increased 1.8% in the quarter, as consumer demand remained strong, especially for our multi-serve can packages. Sales of Sparkling single-serve products sold in immediate consumption channels also continued to perform well, with volume increasing 1.9% in the quarter. Still beverage volume decreased 0.6% in the quarter, as certain brands within this category were impacted by supply chain issues. We continue to see strong sales momentum in several key brands within the Still category, including Monster, smartwater and BODYARMOR. Net sales increased 11% and physical case volume increased 0.3% in the first half of 2022.

Gross profit in the second quarter of 2022 increased $55.7 million, or 11%, while gross margin remained flat at 34.5%. Adjusted(b) gross profit in the second quarter of 2022 was $564.4 million, which represented an increase of $69.8 million, or 14%. Adjusted(b) gross margin was 35.4%, an increase of 90 basis points compared to the second quarter of 2021. The improvement in gross profit resulted from strong price realization and solid volume growth in our Sparkling beverages, which enabled higher gross margins during this period of rising input and production costs. Gross profit in the first half of 2022 increased $114.6 million, or 12%.

“We are pleased with our strong second quarter performance, especially considering the challenging operating environment we faced. While we experienced numerous supply chain challenges during the quarter, our team effectively overcame them to post strong growth in volume, pricing and operating income,” said Dave Katz, President and Chief Operating Officer. “We are making operational and infrastructure investments to alleviate these short-term disruptions, and we believe we will emerge with an even stronger, more flexible manufacturing and distribution network for the long term.”

Selling, delivery and administrative (“SD&A”) expenses in the second quarter of 2022 increased $29.3 million, or 8%. SD&A expenses as a percentage of net sales decreased 80 basis points to 25.3% in the second quarter of 2022. The increase in SD&A expenses related primarily to an increase in labor costs as compared



to the second quarter of 2021. Over the last year, we have made compensation adjustments across our workforce to remain competitive in a tight labor market. In addition, SD&A expenses across a number of categories increased during the quarter as a result of the current, high inflationary environment. SD&A expenses in the first half of 2022 increased $51.4 million, or 7%. SD&A expenses as a percentage of net sales in the first half of 2022 decreased 100 basis points to 26.0% as compared to the first half of 2021.

“Consumer demand for our products has remained strong, despite price increases to overcome high commodity and operating cost inflation,” continued Mr. Katz. “We will continue to expand the number of affordable packaging solutions across our brand portfolio as we believe these offerings are a key factor in the continued steady consumer demand for our products. As we take additional pricing in the second half of this year, we will carefully monitor consumer response and remain agile in this evolving operating environment.”

Income from operations in the second quarter of 2022 was $147.3 million, compared to $120.9 million in the second quarter of 2021, an increase of $26.4 million, or 22%. On an adjusted(b) basis, income from operations in the second quarter of 2022 was $160.1 million, an increase of 33%. For the first half of 2022, income from operations increased $63.2 million to $278.3 million.

Net income in the second quarter of 2022 was $99.6 million, compared to $48.2 million in the second quarter of 2021, an improvement of $51.4 million. Net income increased $91.4 million in the first half of 2022 to $193.0 million as compared to the first half of 2021.

Cash flows provided by operations for the first half of 2022 were $243.5 million, compared to $271.4 million for the first half of 2021. Our strong operating performance, led by our top‑line growth and effective management of operating expenses, drove cash flows from operations during the period. Cash flows from operations were impacted by changes in working capital, which reflect seasonality and the timing of certain cash payments and receipts. We continue to invest in long‑term strategic projects to optimize our supply chain and broaden our brand portfolio.

(a) All comparisons are to the corresponding period in the prior year unless specified otherwise.
(b) The discussion of the operating results for the second quarter ended July 1, 2022 and the first half of fiscal 2022 includes selected non-GAAP financial information, such as “adjusted” results. The schedules in this news release reconcile such non-GAAP financial measures to the most directly comparable GAAP financial measures.

About Coca-Cola Consolidated, Inc.
Coca‑Cola Consolidated is the largest Coca‑Cola bottler in the United States. Our Purpose is to honor God in all we do, serve others, pursue excellence and grow profitably. For over 120 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 14 states and the District of Columbia to approximately 60 million consumers.

Headquartered in Charlotte, N.C., Coca‑Cola Consolidated is traded on the NASDAQ Global Select Market under the symbol COKE. More information about the Company is available at www.cokeconsolidated.com. Follow Coca‑Cola Consolidated on Facebook, Twitter, Instagram and LinkedIn.



Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this news release are “forward-looking statements” that involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. The words “anticipate,” “believe,” “expect,” “intend,” “project,” “may,” “will,” “should,” “could” and similar expressions are intended to identify those forward-looking statements. These forward-looking statements reflect the Company’s best judgment based on current information, and, although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the projected results and expectations discussed in this news release. Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: increased costs (including due to inflation), disruption of supply or unavailability or shortages of raw materials, fuel and other supplies; the inability to attract and retain front-line employees in a tight labor market; the reliance on purchased finished products from external sources; changes in public and consumer perception and preferences, including concerns related to product safety and sustainability, artificial ingredients, brand reputation and obesity; the COVID-19 pandemic and other pandemic outbreaks in the future; changes in government regulations related to nonalcoholic beverages, including regulations related to obesity, public health, artificial ingredients and product safety and sustainability; decreases from historic levels of marketing funding support provided to us by The Coca‑Cola Company and other beverage companies; material changes in the performance requirements for marketing funding support or our inability to meet such requirements; decreases from historic levels of advertising, marketing and product innovation spending by The Coca‑Cola Company and other beverage companies, or advertising campaigns that are negatively perceived by the public; any failure of the several Coca‑Cola system governance entities of which we are a participant to function efficiently or on our best behalf and any failure or delay of ours to receive anticipated benefits from these governance entities; provisions in our beverage distribution and manufacturing agreements with The Coca‑Cola Company that could delay or prevent a change in control of us or a sale of our Coca‑Cola distribution or manufacturing businesses; the concentration of our capital stock ownership; our inability to meet requirements under our beverage distribution and manufacturing agreements; changes in the inputs used to calculate our acquisition related contingent consideration liability; technology failures or cyberattacks on our technology systems or our effective response to technology failures or cyberattacks on our customers’, suppliers’ or other third parties’ technology systems; unfavorable changes in the general economy; changes in our top customer relationships and marketing strategies; lower than expected net pricing of our products resulting from continued and increased customer and competitor consolidations and marketplace competition; the effect of changes in our level of debt, borrowing costs and credit ratings on our access to capital and credit markets, operating flexibility and ability to obtain additional financing to fund future needs; the failure to attract, train and retain qualified employees while controlling labor costs, and other labor issues; the failure to maintain productive relationships with our employees covered by collective bargaining agreements, including failing to renegotiate collective bargaining agreements; changes in accounting standards; our use of estimates and assumptions; changes in tax laws, disagreements with tax authorities or additional tax liabilities; changes in legal contingencies; natural disasters, changing weather patterns and unfavorable weather; and climate change or legislative or regulatory responses to such change. These and other factors are discussed in the Company’s regulatory filings with the United States Securities and Exchange Commission, including those in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. 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 may be required by applicable law.

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FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Second QuarterFirst Half
(in thousands, except per share data)2022202120222021
Net sales$1,595,215 $1,433,086 $2,999,573 $2,702,943 
Cost of sales1,044,556 938,146 1,941,338 1,759,300 
Gross profit550,659 494,940 1,058,235 943,643 
Selling, delivery and administrative expenses403,366 374,079 779,957 728,598 
Income from operations147,293 120,861 278,278 215,045 
Interest expense, net7,146 8,365 14,845 17,111 
Other expense, net6,199 47,041 2,920 59,096 
Income before taxes133,948 65,455 260,513 138,838 
Income tax expense 34,386 17,275 67,561 37,295 
Net income$99,562 $48,180 $192,952 $101,543 
Basic net income per share:
Common Stock$10.62 $5.14 $20.58 $10.83 
Weighted average number of Common Stock shares outstanding8,369 7,141 7,863 7,141 
Class B Common Stock$10.62 $5.14 $20.62 $10.83 
Weighted average number of Class B Common Stock shares outstanding1,005 2,232 1,511 2,232 
Diluted net income per share:
Common Stock$10.59 $5.12 $20.53 $10.79 
Weighted average number of Common Stock shares outstanding – assuming dilution9,399 9,407 9,399 9,407 
Class B Common Stock$10.59 $5.12 $20.56 $10.79 
Weighted average number of Class B Common Stock shares outstanding – assuming dilution1,030 2,266 1,536 2,266 




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FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands)July 1, 2022December 31, 2021
ASSETS
Current Assets:
Cash and cash equivalents$188,803 $142,314 
Trade accounts receivable, net539,806 454,934 
Other accounts receivable91,166 91,615 
Inventories303,539 302,851 
Prepaid expenses and other current assets86,844 78,068 
Assets held for sale3,045 6,880 
Total current assets1,213,203 1,076,662 
Property, plant and equipment, net1,081,604 1,030,688 
Right-of-use assets - operating leases137,026 139,877 
Leased property under financing leases, net7,254 64,211 
Other assets112,133 120,486 
Goodwill165,903 165,903 
Other identifiable intangible assets, net864,545 847,743 
Total assets$3,581,668 $3,445,570 
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of obligations under operating leases$24,771 $22,048 
Current portion of obligations under financing leases2,214 6,060 
Accounts payable and accrued expenses825,448 806,748 
Current portion of debt125,000 — 
Total current liabilities977,433 834,856 
Deferred income taxes148,151 136,432 
Pension and postretirement benefit obligations and other liabilities830,023 852,001 
Noncurrent portion of obligations under operating leases117,056 122,046 
Noncurrent portion of obligations under financing leases8,692 65,006 
Long-term debt598,633 723,443 
Total liabilities2,679,988 2,733,784 
Equity:
Stockholders’ equity901,680 711,786 
Total liabilities and equity$3,581,668 $3,445,570 




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FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
First Half
(in thousands)20222021
Cash Flows from Operating Activities:
Net income$192,952 $101,543 
Depreciation expense, amortization of intangible assets and deferred proceeds, net85,852 87,883 
Deferred income taxes11,189 2,293 
Fair value adjustment of acquisition related contingent consideration(1,436)56,981 
Change in current assets and current liabilities(59,004)24,332 
Change in noncurrent assets and noncurrent liabilities12,151 (7,853)
Other1,831 6,206 
Net cash provided by operating activities$243,535 $271,385 
Cash Flows from Investing Activities:
Additions to property, plant and equipment$(145,182)$(80,308)
Acquisition of BODYARMOR distribution rights(30,149)(1,998)
Other3,717 (46)
Net cash used in investing activities$(171,614)$(82,352)
Cash Flows from Financing Activities:
Payments of acquisition related contingent consideration$(18,710)$(19,920)
Cash dividends paid(4,687)(4,687)
Payments on financing lease obligations(1,904)(2,368)
Debt issuance fees(131)(147)
Payments on term loan facility— (217,500)
Borrowings under revolving credit facility— 55,000 
Net cash used in financing activities$(25,432)$(189,622)
Net increase (decrease) in cash during period$46,489 $(589)
Cash at beginning of period142,314 54,793 
Cash at end of period$188,803 $54,204 





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NON-GAAP FINANCIAL MEASURES(c) The following tables reconcile reported results (GAAP) to adjusted results (non-GAAP):

Second Quarter 2022
(in thousands, except per share data)Gross profitSD&A expensesIncome from operationsIncome before taxesNet income Basic net income per share
Reported results (GAAP)$550,659 $403,366 $147,293 $133,948 $99,562 $10.62 
Fair value adjustment of acquisition related contingent consideration— — — 4,021 3,028 0.32 
Fair value adjustments for commodity derivative instruments13,663 998 12,665 12,665 9,536 1.02 
Supply chain optimization84 (33)117 117 88 0.01 
Total reconciling items13,747 965 12,782 16,803 12,652 1.35 
Adjusted results (non-GAAP)$564,406 $404,331 $160,075 $150,751 $112,214 $11.97 
Adjusted % change vs. Q2 202114.1 %8.1 %32.6 %
Second Quarter 2021
(in thousands, except per share data)Gross profitSD&A expensesIncome from operationsIncome before taxesNet income Basic net income per share
Reported results (GAAP)$494,940 $374,079 $120,861 $65,455 $48,180 $5.14 
Fair value adjustment of acquisition related contingent consideration— — — 45,983 34,487 3.67 
Fair value adjustments for commodity derivative instruments(2,128)505 (2,633)(2,633)(1,975)(0.21)
Supply chain optimization1,828 (652)2,480 2,480 1,860 0.20 
Total reconciling items(300)(147)(153)45,830 34,372 3.66 
Adjusted results (non-GAAP)$494,640 $373,932 $120,708 $111,285 $82,552 $8.80 

First Half 2022
(in thousands, except per share data)Gross profitSD&A expensesIncome from operationsIncome before taxesNet income Basic net income per share
Reported results (GAAP)$1,058,235 $779,957 $278,278 $260,513 $192,952 $20.58 
Fair value adjustment of acquisition related contingent consideration— — — (1,436)(1,081)(0.12)
Fair value adjustments for commodity derivative instruments6,169 7,223 (1,054)(1,054)(794)(0.08)
Supply chain optimization89 (72)161 161 121 0.01 
Total reconciling items6,258 7,151 (893)(2,329)(1,754)(0.19)
Adjusted results (non-GAAP)$1,064,493 $787,108 $277,385 $258,184 $191,198 $20.39 
Adjusted % change vs. 1H 202112.8 %8.0 %29.4 %



First Half 2021
(in thousands, except per share data)Gross profitSD&A expensesIncome from operationsIncome before taxesNet income Basic net income per share
Reported results (GAAP)$943,643 $728,598 $215,045 $138,838 $101,543 $10.83 
Fair value adjustment of acquisition related contingent consideration— — — 56,981 42,736 4.56 
Fair value adjustments for commodity derivative instruments(2,416)1,065 (3,481)(3,481)(2,611)(0.28)
Supply chain optimization2,104 (758)2,862 2,862 2,147 0.23 
Total reconciling items(312)307 (619)56,362 42,272 4.51 
Adjusted results (non-GAAP)$943,331 $728,905 $214,426 $195,200 $143,815 $15.34 

(c) The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes that certain non-GAAP financial measures provide users of the financial statements with additional, meaningful financial information that should be considered when assessing the Company’s ongoing 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.