coke-8k_20190226.htm

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:

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).

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. ☐

On February 26, 2019, Coca-Cola Consolidated, Inc., (the “Company”) issued a news release announcing its financial results for the fourth quarter and fiscal year ended December 30, 2018. A copy of the news release is furnished as Exhibit 99.1 and incorporated herein by reference.

The information in this Current Report on Form 8‑K, including the exhibit 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.

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.

(in millions, except	Fourth Quarter						Change						Fiscal Year						Change
per share data)	2018			2017			# / $			%			2018			2017			# / $			%
Physical case volume		82.9			83.3			(0.4	)		-0.5	%		337.7			323.8			13.9			4.3	%
Net sales	$	1,136.6		$	1,117.6		$	19.0			1.7	%	$	4,625.4		$	4,287.6		$	337.8			7.9	%
Gross profit	$	380.6		$	374.9		$	5.7			1.5	%	$	1,555.7		$	1,504.9		$	50.8			3.4	%
Gross margin		33.5	%		33.5	%								33.6	%		35.1	%
Income from operations	$	12.8		$	0.5		$	12.3		N/M			$	57.9		$	101.5		$	(43.6	)	N/M
Basic net income (loss) per share	$	(2.88	)	$	8.35		$	(11.23	)	N/M			$	(2.13	)	$	10.35		$	(12.48	)	N/M

Bottle/Can Sales	Fourth Quarter						Change						Fiscal Year						Change
(in millions)	2018			2017			$			%			2018			2017			$			%
Sparkling beverages	$	615.5		$	611.6		$	3.9			0.6	%	$	2,395.2		$	2,265.7		$	129.5			5.7	%
Still beverages	$	339.9		$	316.6		$	23.3			7.4	%	$	1,471.5		$	1,315.2		$	156.3			11.9	%

CHARLOTTE, February 26, 2019 – Coca‑Cola Consolidated, Inc. (NASDAQ:COKE) today reported operating results for the fourth quarter and fiscal year ended December 30, 2018.

Revenue grew 1.7% for the quarter. Revenue growth for the full year was 7.9% versus 2017, reflecting full year physical case volume growth of 4.3%. This revenue growth reflected the results of strong pricing initiatives across our territories, partially offset by a decrease in sales of manufactured products to other Coca‑Cola bottlers, which approximated a 2% decrease to revenue for the quarter. The Company’s results in Q4 2018 are now comparable on a territory basis, as we have cycled all the transactions completed during our system transformation initiative.

Our Q4 2018 results include sales of the newest addition to our brand portfolio, BodyArmor. While the initial sales of BodyArmor were not material to our Q4 2018 results, we are excited to have this fast-growing, premium sports drink brand in a large portion of our territories.

Gross margin in Q4 2018 was flat compared to prior year (33.5% in both periods), and adjusted^(a) gross margin was 70 basis points higher in Q4 2018 than in Q4 2017 (34.2% versus 33.5%). This improvement, on an adjusted^(a) basis, reflects the results of pricing initiatives taken throughout the second half of the year as the Company worked to overcome significantly higher input costs. Dave Katz, President and Chief Operating Officer, commented, “Our team moved aggressively and swiftly in the second half of the year to offset higher input and freight costs. These actions enabled us to start 2019 with product margins which we believe more accurately reflect the value of our brands and provide an operating structure that will enable continued success in the marketplace. We anticipate these actions, combined with a strong focus on execution and operating efficiency, will drive improved profits and free cash flow in 2019.”

Selling, delivery and administrative (“SD&A”) expenses in Q4 2018 decreased $6.6 million, or 1.8%, as compared to prior year. Our SD&A leverage in the quarter improved 110 basis points versus Q4 2017 (32.4% versus 33.5%). The favorability was driven by actions taken in the latter part of Q2 2018 to optimize our operating structure and diligently manage expenses. During the latter part of Q4 2018, we took additional actions to drive efficiency and productivity. These actions required severance and outplacement expenses totaling $3.8 million during the quarter. We believe these actions will result in annual cost savings of $5 million to $7 million. We continue to look for opportunities to drive scale advantages and leverage our cost structure.

We have completed our system transformation transactions and are nearing steady state from an IT system perspective. Our Q4 2018 results included $10.6 million of system transformation expenses, which was a

$6.6 million improvement versus prior year. We anticipate spending between $5 million to $7 million on system transformation expenses in the first half of fiscal 2019 as we complete our IT conversion.

Income from operations was $12.8 million in Q4 2018, up $12.3 million from Q4 2017. Adjusted^(a) income from operations was $38.7 million in Q4 2018, up $21.6 million versus prior year.

Capital spending for Q4 2018 was $25.1 million, bringing full year 2018 capital investments to $138.2 million. This lower spending level reflects actions taken in 2018 to reduce capital spending in order to preserve cash during a challenging year. We anticipate capital spending in fiscal 2019 to be in the range of $150 million to $180 million as we continue our focus on making prudent, long-term investments to support the growth of the Company. Cash flows from operations for Q4 2018 and full year 2018 were $142.9 million and $168.9 million, respectively. Improved cash generation is a key focus area for 2019 as we work to improve our profitability, reduce our financial leverage and further strengthen our balance sheet.

Coke Consolidated is the largest Coca-Cola bottler in the United States. Our Purpose is to honor God, serve others, pursue excellence and grow profitably. For 117 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 deliver beverages of The Coca‑Cola Company and other partner companies in more than 300 brands and flavors to more than 66 million consumers in territories spanning 14 states and the District of Columbia.

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.

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 system transformation 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 2017 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.

	Fourth Quarter						Fiscal Year
(in thousands, except per share data)	2018			2017			2018			2017
Net sales^(b)	$	1,136,571		$	1,117,630		$	4,625,364		$	4,287,588
Cost of sales		755,924			742,725			3,069,652			2,782,721
Gross profit^(b)		380,647			374,905			1,555,712			1,504,867
Selling, delivery and administrative expenses^(b)		367,831			374,435			1,497,810			1,403,320
Income from operations		12,816			470			57,902			101,547
Interest expense, net		12,889			11,262			50,506			41,869
Other income (expense), net		(27,241	)		27,030			(30,853	)		(9,565	)
Gain on exchange transactions		-			12,893			10,170			12,893
Income (loss) before income taxes		(27,314	)		29,131			(13,287	)		63,006
Income tax expense (benefit)		(1,518	)		(51,641	)		1,869			(39,841	)
Net income (loss)		(25,796	)		80,772			(15,156	)		102,847
Less: Net income attributable to noncontrolling interest		1,180			2,850			4,774			6,312
Net income (loss) attributable to Coca-Cola Consolidated, Inc.	$	(26,976	)	$	77,922		$	(19,930	)	$	96,535

Basic net income (loss) per share based on net income (loss) attributable to Coca-Cola Consolidated, Inc.:
Common Stock	$	(2.88	)	$	8.35		$	(2.13	)	$	10.35
Weighted average number of Common Stock shares outstanding		7,141			7,141			7,141			7,141

Class B Common Stock	$	(2.88	)	$	8.35		$	(2.13	)	$	10.35
Weighted average number of Class B Common Stock shares outstanding		2,213			2,193			2,209			2,188

Diluted net income (loss) per share based on net income (loss) attributable to Coca-Cola Consolidated, Inc.:
Common Stock	$	(2.88	)	$	8.31		$	(2.13	)	$	10.30
Weighted average number of Common Stock shares outstanding – assuming dilution		9,354			9,374			9,350			9,369

Class B Common Stock	$	(2.87	)	$	8.32		$	(2.13	)	$	10.29
Weighted average number of Class B Common Stock shares outstanding – assuming dilution		2,213			2,233			2,209			2,228

(in thousands)	December 30, 2018		December 31, 2017
ASSETS
Current Assets:
Cash and cash equivalents	$	13,548	$	16,902
Trade accounts receivable, net		427,749		388,416
Accounts receivable, other		75,408		104,956
Inventories		210,033		183,618
Prepaid expenses and other current assets		70,680		100,646
Total current assets		797,418		794,538
Property, plant and equipment, net		990,532		1,031,388
Leased property under capital leases, net		23,720		29,837
Other assets		115,490		116,209
Goodwill		165,903		169,316
Other identifiable intangible assets, net		916,865		931,672
Total assets	$	3,009,928	$	3,072,960

LIABILITIES AND EQUITY
Current Liabilities:
Current portion of obligations under capital leases	$	8,617	$	8,221
Accounts payable and accrued expenses		593,120		631,231
Total current liabilities		601,737		639,452
Deferred income taxes		127,174		112,364
Pension and postretirement benefit obligations and other liabilities		694,817		738,971
Long-term debt and obligations under capital leases		1,131,034		1,123,266
Total liabilities		2,554,762		2,614,053

Equity:
Stockholders’ equity		358,187		366,702
Noncontrolling interest		96,979		92,205
Total liabilities and equity	$	3,009,928	$	3,072,960

	Fiscal Year
(in thousands)	2018			2017
Cash Flows from Operating Activities:
Net income (loss)	$	(15,156	)	$	102,847
Depreciation expense, amortization of intangible assets and deferred proceeds, net		187,256			168,841
Deferred income taxes		9,366			(58,111	)
(Gain) loss on exchange transactions		(10,170	)		(12,893	)
Proceeds from bottling agreements conversion		-			91,450
Proceeds from Legacy Facilities Credit		1,320			30,647
Stock compensation expense		5,606			7,922
Fair value adjustment of acquisition related contingent consideration		28,767			3,226
System Transformation transactions settlements		-			(6,996	)
Gain on acquisition of Southeastern Container preferred shares in CCR redistribution		-			(6,012	)
Change in assets and liabilities (exclusive of acquisitions)		(47,162	)		(18,757	)
Other		9,052			5,652
Net cash provided by operating activities	$	168,879		$	307,816

Cash Flows from Investing Activities:
Acquisition of distribution territories and regional manufacturing facilities related investing activities	$	4,245		$	(272,258	)
Net cash paid for exchange transactions		(13,116	)		(19,393	)
Portion of Legacy Facilities Credit related to Mobile, Alabama facility		-			12,364
Additions to property, plant and equipment (exclusive of acquisitions)		(138,235	)		(176,601	)
Other		3,161			(3,007	)
Net cash used in investing activities	$	(143,945	)	$	(458,895	)

Cash Flows from Financing Activities:
Borrowings under Revolving Credit Facility and proceeds from issuance of Senior Notes	$	506,000		$	573,000
Payments on Revolving Credit Facility and Term Loan Facility		(490,500	)		(393,000	)
Cash dividends paid		(9,353	)		(9,328	)
Payment of acquisition related contingent consideration		(24,683	)		(16,738	)
Principal payments on capital lease obligations		(8,221	)		(7,485	)
Debt issuance fees		(1,531	)		(318	)
Net cash provided by financing activities	$	(28,288	)	$	146,131

Net decrease in cash during period	$	(3,354	)	$	(4,948	)
Cash at beginning of period		16,902			21,850
Cash at end of period	$	13,548		$	16,902

	Fourth Quarter					Fiscal Year
(in thousands)	2018			2017		2018			2017
Total bottle/can sales	$	955,363		$	928,221	$	3,866,704		$	3,580,924
Total other sales		181,208			189,409		758,660			706,664
Total net sales	$	1,136,571		$	1,117,630	$	4,625,364		$	4,287,588

Total bottle/can sales	$	955,363		$	928,221	$	3,866,704		$	3,580,924
Less: Acquisition/divestiture related sales		-			-		546,284			370,992
Organic net bottle/can sales (non-GAAP)	$	955,363		$	928,221	$	3,320,420		$	3,209,932
Increase in organic net bottle/can sales		2.9	%				3.4	%

	Fourth Quarter 2018
(in thousands, except per share data)	Gross profit		SD&A expenses		Income from operations		Income (loss) before income taxes			Net income (loss)			Basic net income (loss) per share
Reported results (GAAP)	$	380,647	$	367,831	$	12,816	$	(27,314	)	$	(26,976	)	$	(2.88	)
System Transformation Transactions expenses		835		9,763		10,598		10,598			8,403			0.90
Workforce optimization expenses		-		3,745		3,745		3,745			2,902			0.31
Fair value adjustment of acquisition related contingent consideration		-		-		-		27,183			20,729			2.21
Fair value adjustments for commodity hedges		7,600		3,986		11,586		11,586			8,859			0.95
Other tax adjustments		-		-		-		-			3,047			0.33
Total reconciling items		8,435		17,494		25,929		53,112			43,940			4.70
Adjusted results (non-GAAP)	$	389,082	$	385,325	$	38,745	$	25,798		$	16,964		$	1.82

	Fourth Quarter 2017
(in thousands, except per share data)	Gross profit			SD&A expenses		Income from operations			Income before income taxes			Net income			Basic net income per share
Reported results (GAAP)	$	374,905		$	374,435	$	470		$	29,131		$	77,922		$	8.35
System Transformation Transactions expenses		373			16,798		17,171			17,171			5,052			0.54
System Transformation Transactions settlements		-			-		-			(2,446	)		(2,122	)		(0.22	)
Gain on exchange of franchise territories		-			-		-			(529	)		(228	)		(0.02	)
Mobile, Alabama portion of Legacy Facility credit		-			-		-			(12,364	)		(5,329	)		(0.57	)
Southeastern preferred shares from CCR income		-			-		-			(6,012	)		(2,591	)		(0.28	)
Fair value adjustment of acquisition related contingent consideration		-			-		-			(19,914	)		(13,384	)		(1.44	)
Fair value adjustments for commodity hedges		(749	)		160		(589	)		(589	)		4			-
Tax Cuts and Jobs Act impact		-			-		-			-			(66,595	)		(7.14	)
Other tax adjustments		-			-		-			-			317			0.03
Total reconciling items		(376	)		16,958		16,582			(24,683	)		(84,876	)		(9.10	)
Adjusted results (non-GAAP)	$	374,529		$	391,393	$	17,052		$	4,448		$	(6,954	)	$	(0.75	)

	Fiscal Year 2018
(in thousands, except per share data)	Gross profit		SD&A expenses		Income from operations		Income (loss) before income taxes			Net income (loss)			Basic net income (loss) per share
Reported results (GAAP)	$	1,555,712	$	1,497,810	$	57,902	$	(13,287	)	$	(19,930	)	$	(2.13	)
System Transformation Transactions expenses		1,174		42,162		43,336		43,336			33,022			3.53
Gain on exchange transactions		-		-		-		(10,170	)		(7,648	)		(0.82	)
Workforce optimization expenses		-		8,555		8,555		8,555			6,519			0.70
Fair value adjustment of acquisition related contingent consideration		-		-		-		28,767			21,920			2.34
Amortization of converted distribution rights		2,231		-		2,231		2,231			1,678			0.18
Fair value adjustments for commodity hedges		10,376		4,349		14,725		14,725			11,220			1.20
Tax Cuts and Jobs Act impact		-		-		-		-			(1,989	)		(0.21	)
Other tax adjustments		-		-		-		-			2,388			0.26
Total reconciling items		13,781		55,066		68,847		87,444			67,110			7.18
Adjusted results (non-GAAP)	$	1,569,493	$	1,552,876	$	126,749	$	74,157		$	47,180		$	5.05

	Fiscal Year 2017
(in thousands, except per share data)	Gross profit			SD&A expenses			Income from operations			Income before income taxes			Net income			Basic net income per share
Reported results (GAAP)	$	1,504,867		$	1,403,320		$	101,547		$	63,006		$	96,535		$	10.35
System Transformation Transactions expenses		752			48,793			49,545			49,545			26,160			2.80
System Transformation Transactions settlements		-			-			-			6,996			3,694			0.40
Gain on exchange of franchise territories		-			-			-			(529	)		(228	)		(0.02	)
Mobile, Alabama portion of Legacy Facility credit		-			-			-			(12,364	)		(5,329	)		(0.57	)
Southeastern preferred shares from CCR income		-			-			-			(6,012	)		(2,591	)		(0.28	)
Fair value adjustment of acquisition related contingent consideration		-			-			-			3,226			1,703			0.18
Fair value adjustments for commodity hedges		(2,815	)		(315	)		(3,130	)		(3,130	)		(1,653	)		(0.18	)
Tax Cuts and Jobs Act impact		-			-			-			-			(66,595	)		(7.14	)
Other tax adjustments		-			-			-			-			(1,839	)		(0.20	)
Total reconciling items		(2,063	)		48,478			46,415			37,732			(46,678	)		(5.01	)
Adjusted results (non-GAAP)	$	1,502,804		$	1,451,798		$	147,962		$	100,738		$	49,857		$	5.34


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)


Exhibit No.	Description	Incorporated By Reference To
99.1	News release issued on February 26, 2019, reporting the Company’s financial results for the fourth quarter and fiscal year ended December 30, 2018.	Filed herewith.



	COCA-COLA CONSOLIDATED, INC. (REGISTRANT)

Date: February 26, 2019	By:	/s/ F. Scott Anthony
		F. Scott Anthony Executive Vice President and Chief Financial Officer

	Q4 2018 net sales grew 1.7% versus Q4 2017.			“We are pleased with our fourth quarter operating results and the momentum we are carrying into 2019. The progress we made in pricing, operating expense management and capital spending delivered meaningful sequential improvement in our operating results. We are grateful for the hard work of our teammates as we believe these actions have positioned us well in the marketplace for 2019.” - Frank Harrison Chairman & CEO Coca-Cola Consolidated

	Gross margin was flat in Q4 2018 compared to prior year. Adjusted^(a) gross margin increased 70 basis points from Q4 2017.

	Income from operations was $12.8 million in Q4 2018, as compared to $0.5 million in Q4 2017. Adjusted^(a) income from operations in Q4 2018 was up $21.6 million versus prior year.