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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): July 31, 2024
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: (980) 392-8298
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 shareCOKEThe Nasdaq 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 July 31, 2024, Coca-Cola Consolidated, Inc. (the “Company”) issued a news release reporting its financial results for the second quarter ended June 28, 2024 and the first half of fiscal 2024. 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: July 31, 2024
By:/s/ F. Scott Anthony
F. Scott Anthony
Executive Vice President and Chief Financial Officer


Exhibit 99.1
logoa.jpg
News Release


Coca-Cola Consolidated Reports
Second Quarter and First Half 2024 Results

■Second quarter of 2024 net sales increased 3% versus the second quarter of 2023.

■Gross profit in the second quarter of 2024 was $717 million, an increase of 7% versus the second quarter of 2023. Gross margin in the second quarter of 2024 improved by 130 basis points(a) to 39.9%.

■Income from operations for the second quarter of 2024 was $259 million, up $25 million, or 11%, versus the second quarter of 2023. Operating margin for the second quarter of 2024 was 14.4% as compared to 13.4% for the second quarter of 2023, an increase of 100 basis points.

Key Results
 
Second Quarter
First Half
(in millions)20242023Change20242023Change
Standard physical case volume91.592.6(1.2)%173.6175.0(0.8)%
Net sales$1,795.9$1,738.83.3%$3,387.6$3,310.52.3%
Gross profit$716.7$671.66.7%$1,357.3$1,295.74.8%
Gross margin39.9 %38.6 %40.1 %39.1 %
Income from operations$259.1$233.710.9%$474.5$439.77.9%
Operating margin14.4 %13.4 %14.0 %13.3 %
Beverage Sales
Second Quarter
First Half
(in millions)20242023Change20242023Change
Sparkling bottle/can$1,048.9$1,004.44.4%$1,996.4$1,918.74.0%
Still bottle/can$597.5$573.64.2%$1,108.4$1,082.92.4%



Second Quarter and First Half 2024 Review

CHARLOTTE, July 31, 2024 – Coca‑Cola Consolidated, Inc. (NASDAQ: COKE) today reported operating results for the second quarter ended June 28, 2024 and the first half of fiscal 2024.

“We are pleased to report strong second quarter results that reflect our continued focus on margin management and operating efficiency,” said J. Frank Harrison, III, Chairman and Chief Executive Officer. “In addition to reaching higher levels of profitability this quarter, we made important progress in our commitment to build long-term value for our stockholders through a significant repurchase of our common shares. We look forward to communicating additional plans with you in the coming weeks.”

Net sales increased 3.3% to $1.8 billion in the second quarter of 2024 and increased 2.3% to $3.4 billion in the first half of 2024. Sparkling and Still net sales increased 4.4% and 4.2%, respectively, compared to the second quarter of 2023. The net sales growth was driven by pricing actions taken during the first quarter of 2024.

Standard physical case volume was down 1.2% in the second quarter of 2024 and down 0.8% in the first half of the year. For the first half of 2024, comparable(b) standard physical case volume decreased 0.3% compared to the first half of 2023, which included one additional selling day. Sparkling category volume remained relatively flat during the second quarter with strong performance of multi-serve can packages sold in larger retail stores. Still category physical case volume declined 3.5% during the second quarter of 2024. We continue to see softness in Dasani casepack water as well as BODYARMOR but we experienced strength in several key brands including Monster, POWERade, Core Power and vitaminwater.

“Our local teams did outstanding work executing our commercial plan leading up to the July 4th holiday, which resulted in very solid performance of our brands this quarter,” said Dave Katz, President and Chief Operating Officer. “We are especially pleased with the performance of our Sparkling brands as we’ve expanded our portfolio with a variety of value-oriented packages.”

Direct store delivery (“DSD”) is our preferred and primary route to market. However, as our business becomes more complex with an increasing number of brands and packages, we are expanding our delivery methods to include routes to market outside our traditional DSD capabilities. We receive fees associated with our non-DSD sales that benefit our overall profitability but the volume is not reported as part of our standard physical case volume. For example, we have shifted the distribution of casepack Dasani water sold in Walmart stores to a non-DSD method of distribution which reduced our second quarter reported case sales by 0.8%.

Gross profit in the second quarter of 2024 was $716.7 million, an increase of $45.1 million, or 7%. Gross margin improved 130 basis points to 39.9%. Pricing actions taken during the first quarter of 2024 along with


steady commodity prices were the largest contributors to the overall improvement in gross margin. Gross profit in the first half of 2024 was $1.4 billion, an increase of $61.6 million, or 4.8%.

“Our consistent capital investments in mini can and small PET production capabilities over the past several years have enabled us to actively respond to the evolving needs of our consumers and retail partners,” Mr. Katz continued. “We are closely monitoring consumer behavior and traffic in key customers as we balance our approach to pricing and package mix.”

Selling, delivery and administrative (“SD&A”) expenses in the second quarter of 2024 increased $19.7 million, or 5%. SD&A expenses as a percentage of net sales increased 30 basis points to 25.5% in the second quarter of 2024. The increase in SD&A expenses as compared to the second quarter of 2023 was primarily driven by an increase in labor costs, mostly related to annual wage adjustments and overall inflation. SD&A expenses in the first half of 2024 increased $26.8 million, or 3.1%. SD&A expenses as a percentage of net sales in the first half of 2024 increased 20 basis points to 26.1% as compared to the first half of 2023.

Income from operations in the second quarter of 2024 was $259.1 million, compared to $233.7 million in the second quarter of 2023, an increase of 11%. For the first half of 2024, income from operations increased $34.8 million to $474.5 million, an increase of 8%. Operating margin for the first half of 2024 was 14.0% as compared to 13.3% for the first half of 2023, an increase of 70 basis points.

Net income in the second quarter of 2024 was $172.8 million, compared to $122.3 million in the second quarter of 2023, an improvement of $50.5 million. On an adjusted(b) basis, net income in the second quarter of 2024 was $192.8 million, compared to $172.5 million in the second quarter of 2023, an increase of $20.3 million. Income tax expense for the second quarter of 2024 was $59.4 million, compared to $42.4 million for the second quarter of 2023, resulting in an effective income tax rate of approximately 26% for both periods.

Net income in the first half of 2024 was $338.6 million, compared to $240.4 million in the first half of 2023, an improvement of $98.1 million. Net income for the second quarter and first half of 2023 was adversely impacted by the partial settlement of our primary pension plan benefit liabilities during the prior year, which resulted in a non-cash charge of $39.8 million.

Cash flows provided by operations for the first half of 2024 were $437.1 million, compared to $383.3 million for the first half of 2023. Cash flows from operations reflected our strong operating performance during the first half of 2024. In the first half of 2024, we invested $159 million in capital expenditures as we continue to enhance our supply chain and invest for future growth. For the full year of 2024, we expect our capital expenditures to be between $300 million and $350 million.



(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 June 28, 2024 and the first half of fiscal 2024 includes selected non-GAAP financial information, such as “comparable” and “adjusted” results. The schedules in this news release reconcile such non-GAAP financial measures to the most directly comparable GAAP financial measures.

CONTACTS:
Ashley Brown (Media)Scott Anthony (Investors)
Director, External CommunicationsExecutive Vice President & Chief Financial Officer
(803) 979-2849(704) 557-4633
Ashley.Brown@cokeconsolidated.comScott.Anthony@cokeconsolidated.com

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, to serve others, to pursue excellence and to grow profitably. For over 122 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, X, 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 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; 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 information technology systems or our effective response to technology failures or cyberattacks on our customers’, suppliers’ or other third parties’ information technology systems; unfavorable changes in the general economy; the concentration risks among our customers and suppliers; 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; climate change or legislative or regulatory responses to such change; and the impact of any pandemic or public health situation. 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, 2023. 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)2024202320242023
Net sales$1,795,943 $1,738,832 $3,387,569 $3,310,474 
Cost of sales1,079,233 1,067,255 2,030,300 2,014,791 
Gross profit716,710 671,577 1,357,269 1,295,683 
Selling, delivery and administrative expenses457,570 437,907 882,723 855,959 
Income from operations259,140 233,670 474,546 439,724 
Interest (income) expense, net(1,620)1,353 (4,336)4,282 
Pension plan settlement expense— 39,777 — 39,777 
Other expense, net28,535 27,788 23,822 71,711 
Income before taxes232,225 164,752 455,060 323,954 
Income tax expense 59,413 42,433 116,507 83,508 
Net income$172,812 $122,319 $338,553 $240,446 
Basic net income per share:
Common Stock$18.57 $13.05 $36.26 $25.65 
Weighted average number of Common Stock shares outstanding8,302 8,369 8,335 8,369 
Class B Common Stock$18.56 $13.05 $36.18 $25.65 
Weighted average number of Class B Common Stock shares outstanding1,005 1,005 1,005 1,005 
Diluted net income per share:
Common Stock$18.54 $13.02 $36.19 $25.59 
Weighted average number of Common Stock shares outstanding – assuming dilution9,321 9,396 9,354 9,396 
Class B Common Stock$18.53 $13.01 $35.92 $25.51 
Weighted average number of Class B Common Stock shares outstanding – assuming dilution1,019 1,027 1,019 1,027 



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FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands)June 28, 2024December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents$1,699,288 $635,269 
Short-term investments198,771 — 
Trade accounts receivable, net602,563 539,873 
Other accounts receivable114,248 119,469 
Inventories338,249 321,932 
Prepaid expenses and other current assets83,225 88,585 
Total current assets3,036,344 1,705,128 
Property, plant and equipment, net1,366,054 1,320,563 
Right-of-use assets - operating leases110,139 122,708 
Leased property under financing leases, net3,962 4,785 
Other assets162,285 145,213 
Goodwill165,903 165,903 
Other identifiable intangible assets, net811,385 824,642 
Total assets$5,656,072 $4,288,942 
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of obligations under operating leases$23,923 $26,194 
Current portion of obligations under financing leases2,584 2,487 
Dividends payable— 154,666 
Share repurchase obligation to The Coca-Cola Company553,723 — 
Accounts payable and accrued expenses959,383 907,987 
Total current liabilities1,539,613 1,091,334 
Deferred income taxes130,658 128,435 
Pension and postretirement benefit obligations and other liabilities909,543 927,113 
Noncurrent portion of obligations under operating leases92,248 102,271 
Noncurrent portion of obligations under financing leases3,714 5,032 
Long-term debt1,785,102 599,159 
Total liabilities4,460,878 2,853,344 
Equity:
Stockholders’ equity1,195,194 1,435,598 
Total liabilities and equity$5,656,072 $4,288,942 



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FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
First Half
(in thousands)20242023
Cash Flows from Operating Activities:
Net income$338,553 $240,446 
Depreciation expense, amortization of intangible assets and deferred proceeds, net94,409 87,185 
Fair value adjustment of acquisition related contingent consideration22,285 67,174 
Deferred income taxes2,264 (7,848)
Pension plan settlement expense— 39,777 
Change in current assets and current liabilities257 (41,957)
Change in noncurrent assets and noncurrent liabilities(23,583)(6,061)
Other2,946 4,622 
Net cash provided by operating activities$437,131 $383,338 
Cash Flows from Investing Activities:
Purchases and disposals of short-term investments$(196,480)$— 
Additions to property, plant and equipment(159,400)(92,893)
Other(6,299)(5,766)
Net cash used in investing activities$(362,179)$(98,659)
Cash Flows from Financing Activities:
Proceeds from bond issuance$1,200,000 $— 
Cash dividends paid(159,353)(37,495)
Payments of acquisition related contingent consideration(23,676)(13,376)
Payments related to share repurchases(14,471)— 
Debt issuance fees(12,212)(154)
Other(1,221)(1,130)
Net cash provided by (used in) financing activities$989,067 $(52,155)
Net increase in cash during period$1,064,019 $232,524 
Cash at beginning of period635,269 197,648 
Cash at end of period$1,699,288 $430,172 




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

Second Quarter 2024
(in thousands, except per share data)Gross profitSD&A expensesIncome from operationsIncome before taxesNet income Basic net income per share
Reported results (GAAP)$716,710 $457,570 $259,140 $232,225 $172,812 $18.57 
Fair value adjustment of acquisition related contingent consideration— — — 27,826 20,950 2.25 
Fair value adjustments for commodity derivative instruments(1,075)254 (1,329)(1,329)(1,001)(0.11)
Total reconciling items(1,075)254 (1,329)26,497 19,949 2.14 
Adjusted results (non-GAAP)$715,635 $457,824 $257,811 $258,722 $192,761 $20.71 
Adjusted % Change vs. Second Quarter 2023
6.4 %4.6 %9.7 %

Second Quarter 2023
(in thousands, except per share data)Gross profitSD&A expensesIncome from operationsIncome before taxesNet income Basic net income per share
Reported results (GAAP)$671,577 $437,907 $233,670 $164,752 $122,319 $13.05 
Fair value adjustment of acquisition related contingent consideration— — — 25,520 19,214 2.05 
Fair value adjustments for commodity derivative instruments1,097 (224)1,321 1,321 994 0.10 
Pension plan settlement expense— — — 39,777 29,948 3.19 
Total reconciling items1,097 (224)1,321 66,618 50,156 5.34 
Adjusted results (non-GAAP)$672,674 $437,683 $234,991 $231,370 $172,475 $18.39 















Results for the first half of 2023 include one additional selling day compared to the first half of 2024. For comparison purposes, the estimated impact of the additional selling day in the first half of 2023 has been excluded from our comparable(b) volume results.

 First Half 
(in millions)20242023Change
Standard physical case volume173.6 175.0 (0.8)%
Volume related to extra day in fiscal period— (0.9)
Comparable standard physical case volume173.6 174.1 (0.3)%

First Half 2024
(in thousands, except per share data)Gross profitSD&A expensesIncome from operationsIncome before taxesNet income Basic net income per share
Reported results (GAAP)$1,357,269 $882,723 $474,546 $455,060 $338,553 $36.26 
Fair value adjustment of acquisition related contingent consideration— — — 22,285 16,778 1.80 
Fair value adjustments for commodity derivative instruments81 211 (130)(130)(98)(0.01)
Total reconciling items81 211 (130)22,155 16,680 1.79 
Adjusted results (non-GAAP)$1,357,350 $882,934 $474,416 $477,215 $355,233 $38.05 
Adjusted % Change vs. First Half 2023
4.6 %3.5 %6.8 %

First Half 2023
(in thousands, except per share data)Gross profitSD&A expensesIncome from operationsIncome before taxesNet income Basic net income per share
Reported results (GAAP)$1,295,683 $855,959 $439,724 $323,954 $240,446 $25.65 
Fair value adjustment of acquisition related contingent consideration— — — 67,174 50,575 5.40 
Fair value adjustments for commodity derivative instruments1,492 (2,914)4,406 4,406 3,317 0.35 
Pension plan settlement expense— — — 39,777 29,948 3.19 
Total reconciling items1,492 (2,914)4,406 111,357 83,840 8.94 
Adjusted results (non-GAAP)$1,297,175 $853,045 $444,130 $435,311 $324,286 $34.59 

(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, in addition to the measures reported in accordance with GAAP, 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.

v3.24.2
Document and Entity Information Document
Jul. 31, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 31, 2024
Entity Registrant Name COCA-COLA CONSOLIDATED, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 0-9286
Entity Tax Identification Number 56-0950585
Entity Address, Address Line One 4100 Coca-Cola Plaza
Entity Address, City or Town Charlotte
Entity Address, State or Province NC
Entity Address, Postal Zip Code 28211
City Area Code (980)
Local Phone Number 392-8298
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $1.00 per share
Trading Symbol COKE
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000317540
Amendment Flag false
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