SEC Filing | Coca-Cola Consolidated, Inc.

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coke-10q_20190630.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended	June 30, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-9286

COCA‑COLA CONSOLIDATED, INC.

(Exact name of registrant as specified in its charter)

Delaware		56-0950585
(State or other jurisdiction of incorporation or organization)		(I.R.S. 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

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $1.00 Par Value	COKE	The NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 28, 2019, there were 7,141,447 shares of the registrant’s Common Stock, $1.00 par value, and 2,232,242 shares of the registrant’s Class B Common Stock, $1.00 par value, outstanding.

COCA‑COLA CONSOLIDATED, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019

INDEX

		Page

	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Operations	2

	Condensed Consolidated Statements of Comprehensive Income	3

	Condensed Consolidated Balance Sheets	4

	Condensed Consolidated Statements of Cash Flows	5

	Condensed Consolidated Statements of Changes in Equity	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	46

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	47

Item 1A.	Risk Factors	47

Item 6.	Exhibits	47

	Signatures	48

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements.

COCA‑COLA CONSOLIDATED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Second Quarter					First Half
(in thousands, except per share data)	2019		2018			2019		2018
Net sales	$	1,273,659	$	1,220,003		$	2,376,571	$	2,284,760
Cost of sales		837,880		815,295			1,551,484		1,522,411
Gross profit		435,779		404,708			825,087		762,349
Selling, delivery and administrative expenses		368,565		385,029			737,719		761,667
Income from operations		67,214		19,679			87,368		682
Interest expense, net		11,995		12,744			24,881		24,790
Other expense, net		31,181		9,818			47,032		5,308
Income (loss) before income taxes		24,038		(2,883	)		15,455		(29,416	)
Income tax expense (benefit)		7,182		(135	)		4,177		(13,106	)
Net income (loss)		16,856		(2,748	)		11,278		(16,310	)
Less: Net income attributable to noncontrolling interest		1,486		1,185			2,739		1,808
Net income (loss) attributable to Coca-Cola Consolidated, Inc.	$	15,370	$	(3,933	)	$	8,539	$	(18,118	)

Basic net income (loss) per share based on net loss attributable to Coca-Cola Consolidated, Inc.:
Common Stock	$	1.64	$	(0.42	)	$	0.91	$	(1.94	)
Weighted average number of Common Stock shares outstanding		7,141		7,141			7,141		7,141

Class B Common Stock	$	1.64	$	(0.42	)	$	0.91	$	(1.94	)
Weighted average number of Class B Common Stock shares outstanding		2,232		2,213			2,225		2,206

Diluted net income (loss) per share based on net loss attributable to Coca-Cola Consolidated, Inc.:
Common Stock	$	1.64	$	(0.42	)	$	0.91	$	(1.94	)
Weighted average number of Common Stock shares outstanding – assuming dilution		9,421		9,354			9,415		9,347

Class B Common Stock	$	1.63	$	(0.42	)	$	0.90	$	(1.94	)
Weighted average number of Class B Common Stock shares outstanding – assuming dilution		2,280		2,213			2,274		2,206

Cash dividends per share:
Common Stock	$	0.25	$	0.25		$	0.50	$	0.50
Class B Common Stock	$	0.25	$	0.25		$	0.50	$	0.50

See accompanying notes to condensed consolidated financial statements.

COCA‑COLA CONSOLIDATED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Second Quarter						First Half
(in thousands)	2019			2018			2019			2018
Net income (loss)	$	16,856		$	(2,748	)	$	11,278		$	(16,310	)

Other comprehensive income, net of tax:
Defined benefit plans reclassification including pension costs:
Actuarial gains		679			703			1,358			1,406
Prior service benefits		5			5			9			9
Postretirement benefits reclassification included in benefits costs:
Actuarial gains		147			375			295			752
Prior service costs		(243	)		(348	)		(487	)		(696	)
Foreign currency translation adjustment		5			(9	)		(4	)		(6	)
Other comprehensive income, net of tax		593			726			1,171			1,465

Comprehensive income (loss)		17,449			(2,022	)		12,449			(14,845	)
Less: Comprehensive income attributable to noncontrolling interest		1,486			1,185			2,739			1,808
Comprehensive income (loss) attributable to Coca-Cola Consolidated, Inc.	$	15,963		$	(3,207	)	$	9,710		$	(16,653	)

See accompanying notes to condensed consolidated financial statements.

COCA‑COLA CONSOLIDATED, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share data)	June 30, 2019			December 30, 2018
ASSETS
Current Assets:
Cash and cash equivalents	$	5,692		$	13,548
Accounts receivable, trade		460,911			436,890
Allowance for doubtful accounts		(12,788	)		(9,141	)
Accounts receivable from The Coca-Cola Company		68,188			44,915
Accounts receivable, other		38,692			30,493
Inventories		230,898			210,033
Prepaid expenses and other current assets		72,327			70,680
Total current assets		863,920			797,418
Property, plant and equipment, net		962,402			990,532
Right of use assets - operating leases		102,151			-
Leased property under financing or capital leases, net		20,944			23,720
Other assets		113,033			115,490
Goodwill		165,903			165,903
Distribution agreements, net		888,238			900,383
Customer lists and other identifiable intangible assets, net		15,562			16,482
Total assets	$	3,132,153		$	3,009,928

LIABILITIES AND EQUITY
Current Liabilities:
Current portion of obligations under operating leases	$	14,771		$	-
Current portion of obligations under financing or capital leases		9,019			8,617
Accounts payable, trade		181,418			152,040
Accounts payable to The Coca-Cola Company		135,998			112,425
Other accrued liabilities		197,101			250,246
Accrued compensation		59,329			72,316
Accrued interest payable		4,316			6,093
Total current liabilities		601,952			601,737
Deferred income taxes		131,498			127,174
Pension and postretirement benefit obligations		87,300			85,682
Other liabilities		641,556			609,135
Noncurrent portion of obligations under operating leases		87,804			-
Noncurrent portion of obligations under financing or capital leases		22,182			26,631
Long-term debt		1,092,152			1,104,403
Total liabilities		2,664,444			2,554,762
Commitments and Contingencies
Equity:
Common Stock, $1.00 par value: 30,000,000 shares authorized; 10,203,821 shares issued		10,204			10,204
Class B Common Stock, $1.00 par value: 10,000,000 shares authorized; 2,860,356 and 2,841,132 shares issued, respectively		2,860			2,839
Capital in excess of par value		128,983			124,228
Retained earnings		383,012			359,435
Accumulated other comprehensive loss		(95,814	)		(77,265	)
Treasury stock, at cost: Common Stock – 3,062,374 shares		(60,845	)		(60,845	)
Treasury stock, at cost: Class B Common Stock – 628,114 shares		(409	)		(409	)
Total equity of Coca-Cola Consolidated, Inc.		367,991			358,187
Noncontrolling interest		99,718			96,979
Total equity		467,709			455,166
Total liabilities and equity	$	3,132,153		$	3,009,928

See accompanying notes to condensed consolidated financial statements.

COCA‑COLA CONSOLIDATED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	First Half
(in thousands)	2019			2018
Cash Flows from Operating Activities:
Net income (loss)	$	11,278		$	(16,310	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense from property, plant and equipment and financing or capital leases		79,316			82,658
Fair value adjustment of acquisition related contingent consideration		43,268			3,957
Amortization of intangible assets and deferred proceeds, net		11,512			11,249
Deferred income taxes		4,324			(16,286	)
Loss on sale of property, plant and equipment		4,017			4,295
Stock compensation expense		2,045			1,728
Impairment of property, plant and equipment		1,155			-
Amortization of debt costs		752			730
Change in current assets less current liabilities		(78,842	)		(16,127	)
Change in other noncurrent assets		5,228			3,830
Change in other noncurrent liabilities		4,071			(2,493	)
Other		462			11
Total adjustments		77,308			73,552
Net cash provided by operating activities	$	88,586		$	57,242

Cash Flows from Investing Activities:
Additions to property, plant and equipment (exclusive of acquisitions)	$	(57,581	)	$	(85,279	)
Other distribution agreements		(4,654	)		-
Proceeds from the sale of property, plant and equipment		823			3,047
Investment in CONA Services LLC		(486	)		(2,020	)
Acquisition of distribution territories and regional manufacturing facilities, net of cash acquired and purchase price settlements		-			4,706
Proceeds from cold drink equipment		-			3,789
Net cash used in investing activities	$	(61,898	)	$	(75,757	)

Cash Flows from Financing Activities:
Borrowings under revolving credit facility	$	206,339		$	190,000
Payments on revolving credit facility		(186,339	)		(297,000	)
Proceeds from issuance of senior notes		100,000			150,000
Payments on term loan facility and senior notes		(132,500	)		-
Payments of acquisition related contingent consideration		(12,836	)		(11,263	)
Cash dividends paid		(4,682	)		(4,671	)
Payments on financing or capital lease obligations		(4,261	)		(4,194	)
Debt issuance fees		(265	)		(1,535	)
Net cash provided by (used in) financing activities	$	(34,544	)	$	21,337

Net increase (decrease) in cash	$	(7,856	)	$	2,822
Cash at beginning of period		13,548			16,902
Cash at end of period	$	5,692		$	19,724

Significant noncash investing and financing activities:
Right of use assets obtained in exchange for lease obligations	$	21,220		$	-
Additions to property, plant and equipment accrued and recorded in accounts payable, trade		10,292			4,178
Issuance of Class B Common Stock in connection with stock award		4,776			3,831

See accompanying notes to condensed consolidated financial statements.

COCA‑COLA CONSOLIDATED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

(in thousands, except share data)	Common Stock		Class B Common Stock		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock - Common Stock			Treasury Stock - Class B Common Stock			Total Equity of Coca-Cola Consolidated, Inc.			Non- controlling Interest		Total Equity
Balance on December 31, 2017	$	10,204	$	2,819	$	120,417	$	388,718		$	(94,202	)	$	(60,845	)	$	(409	)	$	366,702		$	92,205	$	458,907
Net income (loss)		-		-		-		(18,118	)		-			-			-			(18,118	)		1,808		(16,310	)
Other comprehensive income, net of tax		-		-		-		-			1,465			-			-			1,465			-		1,465
Cash dividends paid:
Common Stock ($0.50 per share)		-		-		-		(3,570	)		-			-			-			(3,570	)		-		(3,570	)
Class B Common Stock ($0.50 per share)		-		-		-		(1,101	)		-			-			-			(1,101	)		-		(1,101	)
Issuance of 20,296 shares of Class B Common Stock		-		20		3,811		-			-			-			-			3,831			-		3,831
Balance on July 1, 2018	$	10,204	$	2,839	$	124,228	$	365,929		$	(92,737	)	$	(60,845	)	$	(409	)	$	349,209		$	94,013	$	443,222

Balance on December 30, 2018	$	10,204	$	2,839	$	124,228	$	359,435		$	(77,265	)	$	(60,845	)	$	(409	)	$	358,187		$	96,979	$	455,166
Net income		-		-		-		8,539			-			-			-			8,539			2,739		11,278
Other comprehensive income, net of tax		-		-		-		-			1,171			-			-			1,171			-		1,171
Cash dividends paid:
Common Stock ($0.50 per share)		-		-		-		(3,570	)		-			-			-			(3,570	)		-		(3,570	)
Class B Common Stock ($0.50 per share)		-		-		-		(1,112	)		-			-			-			(1,112	)		-		(1,112	)
Issuance of 19,224 shares of Class B Common Stock		-		21		4,755		-			-			-			-			4,776			-		4,776
Reclassification of stranded tax effects		-		-		-		19,720			(19,720	)		-			-			-			-		-
Balance on June 30, 2019	$	10,204	$	2,860	$	128,983	$	383,012		$	(95,814	)	$	(60,845	)	$	(409	)	$	367,991		$	99,718	$	467,709

See accompanying notes to condensed consolidated financial statements.

COCA‑COLA CONSOLIDATED, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.Significant Accounting Policies and New Accounting Pronouncements

The condensed consolidated financial statements include the accounts of Coca‑Cola Consolidated, Inc. and its majority-owned subsidiaries (the “Company”). All significant intercompany accounts and transactions have been eliminated. The condensed consolidated financial statements reflect all adjustments, including normal, recurring accruals, which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented:

•

The financial position as of June 30, 2019 and December 30, 2018.

•

The results of operations and comprehensive income for the 13 week periods ended June 30, 2019 (the “second quarter” of fiscal 2019 (“2019”)) and July 1, 2018 (the “second quarter” of fiscal 2018 (“2018”)), and the 26 week periods ended June 30, 2019 (the “first half” of 2019) and July 1, 2018 (the “first half” of 2018).

•

The changes in cash flows and equity for the first half of 2019 and the first half of 2018.

The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X. The accounting policies followed in the presentation of interim financial results are consistent with those followed on an annual basis. These policies are presented in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10‑K for 2018 filed with the Securities and Exchange Commission.

The preparation of condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant Accounting Policies

In the ordinary course of business, the Company has made a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of its condensed consolidated financial statements in conformity with GAAP. Actual results could differ significantly from those estimates under different assumptions and conditions. The Company included in its Annual Report on Form 10‑K for 2018 under the caption “Discussion of Critical Accounting Policies, Estimates and New Accounting Pronouncements” in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” a discussion of the Company’s most critical accounting policies, which are those the Company believes to be the most important to the portrayal of its financial condition and results of operations and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Any changes in critical accounting policies and estimates are discussed with the Audit Committee of the Board of Directors of the Company during the quarter in which a change is contemplated and prior to making such change.

Recently Adopted Accounting Pronouncements

In February 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2018‑02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which provides the option to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act (the “Tax Act”) from accumulated other comprehensive income to retained earnings. This standard is required to be applied either in the period of adoption or retrospectively to each period in which the changes in the U.S. federal corporate income tax rate pursuant to the Tax Act are recognized. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and can be early adopted. The Company adopted ASU 2018‑02 in the first quarter of 2019 and recognized a cumulative effect adjustment to the opening balance of retained earnings in 2019. The cumulative effect adjustment increased retained earnings by $19.7 million.

In February 2016, the FASB issued ASU 2016-02, “Leases,” (the “lease standard”). The lease standard requires lessees to recognize a right-to-use asset and a lease liability for virtually all leases (other than leases meeting the definition of a short-term lease). The new guidance is effective for fiscal years beginning after December 15, 2018 and interim periods beginning the following fiscal year. The Company adopted the new accounting standard during the first quarter of 2019 using the optional transition method. See Note 9 to the condensed consolidated financial statements for additional information on the Company’s adoption of the lease standard.

2.Related Party Transactions

The Coca‑Cola Company

The Company’s business consists primarily of the production, marketing and distribution of nonalcoholic beverages of The Coca‑Cola Company, which is the sole owner of the formulas under which the primary components of its soft drink products, either concentrate or syrup, are manufactured.

As of June 30, 2019, The Coca‑Cola Company owned approximately 27% of the Company’s total outstanding Common Stock and Class B Common Stock on a consolidated basis, representing approximately 5% of the total voting power of the Company’s Common Stock and Class B Common Stock voting together. As long as The Coca‑Cola Company holds the number of shares of Common Stock it currently owns, it has the right to have its designee proposed by the Company for nomination to the Company’s Board of Directors, and J. Frank Harrison, III, the Chairman of the Board and Chief Executive Officer of the Company, and trustees of certain trusts established for the benefit of certain relatives of J. Frank Harrison, Jr. have agreed to vote the shares of the Company’s Class B Common Stock which they control, representing approximately 86% of the total voting power of the Company’s combined Common Stock and Class B Common Stock, in favor of such designee. The Coca‑Cola Company does not own any shares of the Company’s Class B Common Stock.

The following table summarizes the significant transactions between the Company and The Coca‑Cola Company:

	Second Quarter				First Half
(in thousands)	2019		2018		2019		2018
Payments made by the Company to The Coca-Cola Company for:
Concentrate, syrup, sweetener and other purchases	$	344,841	$	328,689	$	611,484	$	571,157
Customer marketing programs		39,221		41,475		72,513		76,057
Cold drink equipment parts		7,067		8,089		14,049		14,230

Payments made by The Coca-Cola Company to the Company for:
Marketing funding support payments	$	26,311	$	22,656	$	49,023	$	42,693
Fountain delivery and equipment repair fees		9,885		10,353		20,634		19,700
Presence marketing funding support on the Company’s behalf		4,502		4,614		4,937		5,095
Facilitating the distribution of certain brands and packages to other Coca-Cola bottlers		1,351		4,256		2,350		8,124
Cold drink equipment		-		3,789		-		3,789

As part of The Coca‑Cola Company’s plans to refranchise its North American bottling territories, the Company completed a series of transactions from April 2013 to October 2017 with The Coca‑Cola Company, Coca‑Cola Refreshments USA, Inc. (“CCR”), a wholly-owned subsidiary of The Coca‑Cola Company, and Coca‑Cola Bottling Company United, Inc. (“United”), an independent bottler that is unrelated to us, to significantly expand our distribution and manufacturing operations (the “System Transformation”). The System Transformation included the acquisition and exchange of rights to serve distribution territories and related distribution assets, as well as the acquisition and exchange of regional manufacturing facilities and related manufacturing assets.

In 2017, The Coca‑Cola Company agreed to provide the Company a fee to compensate the Company for the net economic impact of changes made by The Coca‑Cola Company to the authorized pricing on sales of covered beverages produced at certain manufacturing facilities owned by Company (the “Legacy Facilities Credit”). The Company immediately recognized the portion of the Legacy Facilities Credit applicable to a regional manufacturing facility divested in 2017 and the remaining balance of the Legacy Facilities Credit will be amortized as a reduction to cost of sales over a period of 40 years. The portion of the deferred liability that is expected to be amortized in the next twelve months is classified as current.

Coca‑Cola Refreshments USA, Inc.

The Company, The Coca-Cola Company and CCR entered into a comprehensive beverage agreement on March 31, 2017 (as amended, the “CBA”). Pursuant to the CBA, the Company is required to make quarterly sub-bottling payments to CCR on a continuing basis for the grant of exclusive rights to distribute, promote, market and sell the authorized brands of The Coca‑Cola Company and related products in distribution territories the Company acquired from CCR as part of the System Transformation, excluding territories the Company acquired in an exchange transaction. These sub-bottling payments are based on gross profit derived from sales of certain beverages and beverage products that are sold under the same trademarks that identify a covered beverage, beverage product or certain cross-licensed brands.

Sub-bottling payments to CCR were $12.8 million during the first half of 2019 and $11.3 million during the first half of 2018. The following table summarizes the liability recorded by the Company to reflect the estimated fair value of contingent consideration related to future sub‑bottling payments to CCR:

(in thousands)	June 30, 2019		December 30, 2018
Current portion of acquisition related contingent consideration	$	32,131	$	32,993
Noncurrent portion of acquisition related contingent consideration		380,319		349,905
Total acquisition related contingent consideration	$	412,450	$	382,898

Upon the conversion of the Company’s then-existing bottling agreements in 2017 pursuant to the CBA, the Company received a fee from CCR (the “Territory Conversion Fee”). The Territory Conversion Fee was recorded as a deferred liability and will be amortized as a reduction to cost of sales over a period of 40 years. The portion of the deferred liability that is expected to be amortized in the next twelve months is classified as current.

Southeastern Container (“Southeastern”)

The Company is a shareholder of Southeastern, a plastic bottle manufacturing cooperative. The Company accounts for Southeastern as an equity method investment. The Company’s investment in Southeastern, which was classified as other assets in the condensed consolidated balance sheets, was $23.5 million as of June 30, 2019 and $23.6 million as of December 30, 2018.

South Atlantic Canners, Inc. (“SAC”)

The Company is a shareholder of SAC, a manufacturing cooperative in Bishopville, South Carolina. All of SAC’s shareholders are Coca‑Cola bottlers and each has equal voting rights. The Company accounts for SAC as an equity method investment. The Company’s investment in SAC, which was classified as other assets in the condensed consolidated balance sheets, was $8.2 million as of both June 30, 2019 and December 30, 2018.

The Company receives a fee for managing the day-to-day operations of SAC pursuant to a management agreement. Proceeds from management fees received from SAC were $4.5 million in the first half of 2019 and $4.6 million in the first half of 2018.

Coca‑Cola Bottlers’ Sales and Services Company, LLC (“CCBSS”)

Along with other Coca‑Cola bottlers in the United States and Canada, the Company is a member of CCBSS, a company formed to provide certain procurement and other services with the intention of enhancing the efficiency and competitiveness of the Coca‑Cola bottling system. The Company accounts for CCBSS as an equity method investment and its investment in CCBSS is not material.

CCBSS negotiates the procurement for the majority of the Company’s raw materials, excluding concentrate, and the Company receives a rebate from CCBSS for the purchase of these raw materials. The Company had rebates due from CCBSS of $7.3 million on June 30, 2019 and $10.4 million on December 30, 2018, which were classified as accounts receivable, other in the condensed consolidated balance sheets.

In addition, the Company pays an administrative fee to CCBSS for its services. The Company incurred administrative fees to CCBSS of $1.0 million in the first half of 2019 and $1.5 million in the first half of 2018, which were classified as selling, delivery and administrative (“SD&A”) expenses in the condensed consolidated statements of operations.

CONA Services LLC (“CONA”)

The Company is a member of CONA, an entity formed with The Coca‑Cola Company and certain other Coca‑Cola bottlers to provide business process and information technology services to its members. The Company accounts for CONA as an equity method investment. The Company’s investment in CONA, which was classified as other assets in the condensed consolidated balance sheets, was $8.5 million as of June 30, 2019 and $8.0 million as of December 30, 2018.

Pursuant to an amended and restated master services agreement with CONA, the Company is authorized to use the Coke One North America system (the “CONA System”), a uniform information technology system developed to promote operational efficiency and uniformity among North American Coca‑Cola bottlers. In exchange for the Company’s rights to use the CONA System and receive CONA-related services, it is charged service fees by CONA. The Company incurred CONA service fees of $11.5 million in the first half of 2019 and $10.2 million in the first half of 2018.

Related Party Leases

The Company leases its headquarters office facility and an adjacent office facility in Charlotte, North Carolina from Beacon Investment Corporation, of which J. Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, is the majority stockholder and Morgan H. Everett, Senior Vice President and a director of the Company, is a minority stockholder. The annual base rent the Company is obligated to pay under this lease agreement is subject to adjustment for increases in the Consumer Price Index and the lease expires on December 31, 2021. The principal balance outstanding under this lease was $8.4 million on June 30, 2019 and $9.9 million on December 30, 2018.

The Company leases the Snyder Production Center and an adjacent sales facility in Charlotte, North Carolina from Harrison Limited Partnership One, which is directly and indirectly owned by trusts of which J. Frank Harrison, III, and Sue Anne H. Wells, a director of the Company, are trustees and beneficiaries and of which Morgan H. Everett is a permissible, discretionary beneficiary. The annual base rent the Company is obligated to pay under this lease agreement is subject to an adjustment for an inflation factor and the lease expires on December 31, 2020. The principal balance outstanding under this lease was $6.3 million on June 30, 2019 and $8.1 million on December 30, 2018.

A summary of rental payments related to these leases is as follows:

	Second Quarter				First Half
(in thousands)	2019		2018		2019		2018
Company headquarters	$	1,151	$	1,110	$	2,261	$	2,236
Snyder Production Center		1,081		1,049		2,161		2,098

3.Revenue Recognition

The Company offers a range of nonalcoholic beverage products and flavors designed to meet the demands of its consumers, including both sparkling and still beverages. Sparkling beverages are carbonated beverages and the Company’s principal sparkling beverage is Coca‑Cola. Still beverages include energy products and noncarbonated beverages such as bottled water, tea, ready to drink coffee, enhanced water, juices and sports drinks.

The Company’s products are sold and distributed in the United States through various channels, which include selling directly to retail stores and other outlets such as food markets, institutional accounts and vending machine outlets. The Company typically collects payment from customers within 30 days from the date of sale.

The Company’s sales are divided into two main categories: (i) bottle/can sales and (ii) other sales. Bottle/can sales include products packaged primarily in plastic bottles and aluminum cans. Bottle/can net pricing is based on the invoice price charged to customers reduced by any promotional allowances. Bottle/can net pricing per unit is impacted by the price charged per package, the sales volume generated for each package and the channels in which those packages are sold. Other sales include sales to other Coca‑Cola bottlers, “post‑mix” products, transportation revenue and equipment maintenance revenue. Post-mix products are dispensed through equipment that mixes fountain syrups with carbonated or still water, enabling fountain retailers to sell finished products to consumers in cups or glasses.

The Company’s contracts are derived from customer orders, including customer sales incentives, generated through an order processing and replenishment model. Revenues do not include sales or other taxes collected from customers. The Company has defined its performance obligations for its contracts as either at a point in time or over time. Bottle/can sales, sales to other Coca‑Cola bottlers and post-mix sales are recognized when control transfers to a customer, which is generally upon delivery and is considered a single point in time (“point in time”). Point in time sales accounted for approximately 96% of the Company’s net sales in the first half of 2019 and 97% of the Company’s net sales in the first half of 2018. Substantially all the Company’s revenue is recognized at a point in time and is included in the Nonalcoholic Beverages segment.

Other sales, which include revenue for service fees related to the repair of cold drink equipment and delivery fees for freight hauling and brokerage services, are recognized over time (“over time”). Revenues related to cold drink equipment repair are recognized as the respective services are completed using a cost-to-cost input method. Repair services are generally completed in less than one day but can extend up to one month. Revenues related to freight hauling and brokerage services are recognized as the delivery occurs using a miles driven output method. Generally, delivery occurs and freight charges are recognized in the same day. Over time sales orders open at the end of a financial period are not material to the Company’s condensed consolidated financial statements.

The following table represents a disaggregation of revenue from contracts with customers:

	Second Quarter				First Half
(in thousands)	2019		2018		2019		2018
Point in time net sales:
Nonalcoholic - point in time	$	1,227,977	$	1,183,083	$	2,288,248	$	2,214,891
Total point in time net sales	$	1,227,977	$	1,183,083	$	2,288,248	$	2,214,891

Over time net sales:
Nonalcoholic - over time	$	10,908	$	9,199	$	22,864	$	17,813
Other - over time		34,774		27,721		65,459		52,056
Total over time net sales	$	45,682	$	36,920	$	88,323	$	69,869

Total net sales	$	1,273,659	$	1,220,003	$	2,376,571	$	2,284,760

The Company participates in various sales programs with The Coca‑Cola Company, other beverage companies and customers to increase the sale of its products. Programs negotiated with customers include arrangements under which allowances can be earned for attaining agreed-upon sales levels. The cost of these various sales incentives are not considered a separate performance obligation and are included as deductions to net sales.

Allowance payments made to customers can be conditional on the achievement of volume targets and/or marketing commitments. Payments made in advance are recorded as prepayments and amortized in the condensed consolidated statements of operations over the relevant period for which the customer commitment is made. In the event there is no separate identifiable benefit or the fair value of such benefit cannot be established, the amortization of the prepayment is included as a reduction to net sales.

The Company historically presented consideration paid to customers under certain contractual arrangements for exclusive distribution rights and sponsorship privileges as a marketing expense within SD&A expenses. The Company has now determined such amounts should be presented as a reduction to net sales and has revised the presentation of previously issued financial statements to correct for this error. Management believes the effect on previously reported financial statements is not material. In addition, management believes the revised presentation provides consistency with other companies that operate in the beverage industry. Net sales and SD&A expenses were revised by $7.3 million in the second quarter of 2018 and $14.6 million in the first half of 2018. The revision had no impact to net loss or net loss per share.

The majority of the Company’s contracts include multiple performance obligations related to the delivery of specifically identifiable products, which generally have a duration of less than one year. For sales contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using stated contractual price, which represents the standalone selling price of each distinct good sold under the contract. Generally, the Company’s service contracts have a single performance obligation.

The Company sells its products and extends credit, generally without requiring collateral, based on an ongoing evaluation of the customer’s business prospects and financial condition. The Company evaluates the collectibility of its trade accounts receivable based on a number of factors, including the Company’s historic collections pattern and changes to a specific customer’s ability to meet its financial obligations. The Company has established an allowance for doubtful accounts to adjust the recorded receivable to the estimated amount the Company believes will ultimately be collected.

The nature of the Company’s contracts gives rise to several types of variable consideration, including prospective and retrospective rebates. The Company accounts for its prospective and retrospective rebates using the expected value method, which estimates the net price to the customer based on the customer’s expected annual sales volume projections.

The Company experiences customer returns primarily as a result of damaged or out-of-date product. At any given time, the Company estimates less than 1% of bottle/can sales and post-mix sales could be at risk for return by customers. The Company’s reserve for customer returns, which was classified as allowance for doubtful accounts in the condensed consolidated balance sheets, was $3.6 million as of June 30, 2019 and $2.3 million as of December 30, 2018. Returned product is recognized as a reduction of net sales.

4.Segments

The Company evaluates segment reporting in accordance with the FASB Accounting Standards Codification 280, Segment Reporting, each reporting period, including evaluating the reporting package reviewed by the Chief Operation Decision Maker (“CODM”). The Company has concluded the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, as a group, represent the CODM. Asset information is not provided to the CODM. The Company believes four operating segments exist. Nonalcoholic Beverages represents the vast majority of the Company’s consolidated revenues and income from operations. The additional three operating segments do not meet the quantitative thresholds for separate reporting, either individually or in the aggregate, and therefore have been combined into “All Other.”

The Company’s segment results are as follows:

	Second Quarter						First Half
(in thousands)	2019			2018			2019			2018
Net sales:
Nonalcoholic Beverages⁽¹⁾	$	1,238,885		$	1,192,282		$	2,311,112		$	2,232,704
All Other		94,942			93,398			182,857			179,997
Eliminations⁽²⁾		(60,168	)		(65,677	)		(117,398	)		(127,941	)
Consolidated net sales	$	1,273,659		$	1,220,003		$	2,376,571		$	2,284,760

Income (loss) from operations:
Nonalcoholic Beverages	$	57,724		$	16,089		$	72,365		$	(6,656	)
All Other		9,490			3,590			15,003			7,338
Consolidated income from operations	$	67,214		$	19,679		$	87,368		$	682

Depreciation and amortization:
Nonalcoholic Beverages	$	42,568		$	44,220		$	85,919		$	89,045
All Other		2,488			2,467			4,909			4,862
Consolidated depreciation and amortization	$	45,056		$	46,687		$	90,828		$	93,907

(1)

The Company historically presented consideration paid to customers under certain contractual arrangements for exclusive distribution rights and sponsorship privileges as a marketing expense within SD&A expenses. The Company has now determined such amounts should be presented as a reduction to net sales and has revised the presentation of previously issued financial statements to correct for this error. Net sales and SD&A expenses were revised by $7.3 million in the second quarter of 2018 and $14.6 million in the first half of 2018. See Note 3 to the condensed consolidated financial statements for additional information.

(2)	The entire net sales elimination for each period presented represents net sales from All Other to the Nonalcoholic Beverages segment. Sales between these segments are recognized at either fair market value or cost depending on the nature of the transaction.

5.Net Income (Loss) Per Share

The following table sets forth the computation of basic net income (loss) per share and diluted net income (loss) per share under the two-class method:

	Second Quarter					First Half
(in thousands, except per share data)	2019		2018			2019		2018
Numerator for basic and diluted net income (loss) per Common Stock and Class B Common Stock share:
Net income (loss) attributable to Coca-Cola Consolidated, Inc.	$	15,370	$	(3,933	)	$	8,539	$	(18,118	)
Less dividends:
Common Stock		1,785		1,785			3,570		3,570
Class B Common Stock		558		553			1,112		1,101
Total undistributed earnings (losses)	$	13,027	$	(6,271	)	$	3,857	$	(22,789	)

	Second Quarter					First Half
(in thousands, except per share data)	2019		2018			2019		2018
Common Stock undistributed earnings (losses) – basic	$	9,925	$	(4,787	)	$	2,941	$	(17,411	)
Class B Common Stock undistributed earnings (losses) – basic		3,102		(1,484	)		916		(5,378	)
Total undistributed earnings (losses) – basic	$	13,027	$	(6,271	)	$	3,857	$	(22,789	)

Common Stock undistributed earnings (losses) – diluted	$	9,874	$	(4,787	)	$	2,925	$	(17,411	)
Class B Common Stock undistributed earnings (losses) – diluted		3,153		(1,484	)		932		(5,378	)
Total undistributed earnings (losses) – diluted	$	13,027	$	(6,271	)	$	3,857	$	(22,789	)

Numerator for basic net income (loss) per Common Stock share:
Dividends on Common Stock	$	1,785	$	1,785		$	3,570	$	3,570
Common Stock undistributed earnings (losses) – basic		9,925		(4,787	)		2,941		(17,411	)
Numerator for basic net income (loss) per Common Stock share	$	11,710	$	(3,002	)	$	6,511	$	(13,841	)

Numerator for basic net income (loss) per Class B Common Stock share:
Dividends on Class B Common Stock	$	558	$	553		$	1,112	$	1,101
Class B Common Stock undistributed earnings (losses) – basic		3,102		(1,484	)		916		(5,378	)
Numerator for basic net income (loss) per Class B Common Stock share	$	3,660	$	(931	)	$	2,028	$	(4,277	)

Numerator for diluted net income (loss) per Common Stock share:
Dividends on Common Stock	$	1,785	$	1,785		$	3,570	$	3,570
Dividends on Class B Common Stock assumed converted to Common Stock		558		553			1,112		1,101
Common Stock undistributed earnings (losses) – diluted		13,027		(6,271	)		3,857		(22,789	)
Numerator for diluted net income (loss) per Common Stock share	$	15,370	$	(3,933	)	$	8,539	$	(18,118	)

Numerator for diluted net income (loss) per Class B Common Stock share:
Dividends on Class B Common Stock	$	558	$	553		$	1,112	$	1,101
Class B Common Stock undistributed earnings (losses) – diluted		3,153		(1,484	)		932		(5,378	)
Numerator for diluted net income (loss) per Class B Common Stock share	$	3,711	$	(931	)	$	2,044	$	(4,277	)

Denominator for basic net income (loss) per Common Stock and Class B Common Stock share:
Common Stock weighted average shares outstanding – basic		7,141		7,141			7,141		7,141
Class B Common Stock weighted average shares outstanding – basic		2,232		2,213			2,225		2,206

Denominator for diluted net income (loss) per Common Stock and Class B Common Stock share:
Common Stock weighted average shares outstanding – diluted (assumes conversion of Class B Common Stock to Common Stock)		9,421		9,354			9,415		9,347
Class B Common Stock weighted average shares outstanding – diluted		2,280		2,213			2,274		2,206

Basic net income (loss) per share:
Common Stock	$	1.64	$	(0.42	)	$	0.91	$	(1.94	)
Class B Common Stock	$	1.64	$	(0.42	)	$	0.91	$	(1.94	)

Diluted net income (loss) per share:
Common Stock	$	1.64	$	(0.42	)	$	0.91	$	(1.94	)
Class B Common Stock	$	1.63	$	(0.42	)	$	0.90	$	(1.94	)

NOTES TO TABLE

⁽¹⁾	For purposes of the diluted net income (loss) per share computation for Common Stock, all shares of Class B Common Stock are assumed to be converted; therefore, 100% of undistributed losses is allocated to Common Stock.

⁽²⁾	For purposes of the diluted net income (loss) per share computation for Class B Common Stock, weighted average shares of Class B Common Stock are assumed to be outstanding for the entire period and not converted.

⁽³⁾

For periods presented during which the Company has net income, the denominator for diluted net income per share for Common Stock and Class B Common Stock included the dilutive effect of shares relative to the Long-Term Performance Equity Plan and the Performance Unit Award Agreement. For periods presented during which the Company has net loss, the unvested performance units granted pursuant to the Long-Term Performance Equity Plan and the Performance Unit Award Agreement are excluded from the calculation of diluted net loss per share, as the effect of these awards would be anti-dilutive. See Note 21 to the condensed consolidated financial statements for additional information on the Long-Term Performance Equity Plan and the Performance Unit Award Agreement.

⁽⁴⁾	The Company does not have anti-dilutive shares.

6.Inventories

Inventories consisted of the following:

(in thousands)	June 30, 2019		December 30, 2018
Finished products	$	154,669	$	135,561
Manufacturing materials		38,033		39,840
Plastic shells, plastic pallets and other inventories		38,196		34,632
Total inventories	$	230,898	$	210,033

7.Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

(in thousands)	June 30, 2019		December 30, 2018
Repair parts	$	27,821	$	26,846
Prepaid marketing		7,755		6,097
Prepaid software		6,858		6,553
Current portion of income taxes		6,517		6,637
Prepayments for sponsorship contracts		5,516		7,557
Other prepaid expenses and other current assets		17,860		16,990
Total prepaid expenses and other current assets	$	72,327	$	70,680

8.Property, Plant and Equipment, Net

The principal categories and estimated useful lives of property, plant and equipment, net were as follows:

(in thousands)	June 30, 2019		December 30, 2018		Estimated Useful Lives
Land	$	77,949	$	78,242
Buildings		220,608		218,846	8-50 years
Machinery and equipment		333,795		328,034	5-20 years
Transportation equipment		384,642		372,895	4-20 years
Furniture and fixtures		90,812		89,439	3-10 years
Cold drink dispensing equipment		495,458		491,161	5-17 years
Leasehold and land improvements		134,435		132,837	5-20 years
Software for internal use		122,882		122,604	3-10 years
Construction in progress		17,929		15,142
Total property, plant and equipment, at cost		1,878,510		1,849,200
Less: Accumulated depreciation and amortization		916,108		858,668
Property, plant and equipment, net	$	962,402	$	990,532

9.Leases

The Company leases office and warehouse space, machinery and other equipment under noncancelable operating lease agreements and also leases certain warehouse space under financing lease agreements. The Company adopted the lease standard using the optional transition method on December 31, 2018, the transition date, and elected to adopt the following practical expedients as accounting policy upon initial adoption of the lease standard:

•	Short-term lease exception: Allows the Company to not recognize leases with a contractual term of less than 12 months on the balance sheet.

•	Election to not separate non-lease components: Allows the Company to not separate lease and non-lease components and to account for both components as a single component, recognized on the balance sheet.

•

Package of practical expedients for transition: Allows the Company to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, and (iii) any initial direct costs for any existing leases as of the transition date.

•

Additional transition method/relief: Allows the Company to apply the transition requirements in the lease standard as of the transition date, with any impact of initially applying the lease standard recognized as a cumulative effect adjustment to retained earnings in the period of adoption. This also requires the Company to maintain previous disclosure requirements for comparative periods.

Upon adoption of the lease standard on December 31, 2018, the Company recorded right of use assets for operating leases of $88.0 million and associated lease liabilities of $88.2 million. The adoption of the lease standard did not change previously reported condensed consolidated statements of operations, did not result in a cumulative effect adjustment to retained earnings in the period of adoption and did not impact cash flows.

The Company used the following policies and assumptions to evaluate its population of leases:

•

Determining a lease: The Company assesses contracts at inception to determine whether an arrangement is or includes a lease, which conveys the Company’s right to control the use of an identified asset for a period of time in exchange for consideration. Operating lease right of use assets and associated liabilities are recognized at the commencement date and initially measured based on the present value of lease payments over the defined lease term.

•

Allocating lease and non-lease components: The Company has elected the practical expedient to not separate lease and non-lease components for certain classes of underlying assets. The Company has equipment and vehicle lease agreements, which generally have the lease and associated non-lease components accounted for as a single lease component. The Company has real estate lease agreements with lease and non-lease components, which are generally accounted for separately where applicable.

•

Discount rate: The Company calculates the discount rate based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company calculates an incremental borrowing rate using a portfolio approach. The incremental borrowing rate is calculated using the contractual lease term and the Company’s borrowing rate.

•	Lease term: The Company does not recognize leases with a contractual term of less than 12 months on the balance sheet. Lease expense for these short-term leases is expensed on a straight-line basis over the lease term.

•

Rent increases or escalation clauses: Certain leases contain scheduled rent increases or escalation clauses, which can be based on the Consumer Price Index or other rates. The Company assesses each contract individually and applies the appropriate variable payments based on the terms of the agreement.

•

Renewal options and/or purchase options: Certain leases include renewal options to extend the lease term and/or purchase options to purchase the leased asset. The Company assesses these options using a threshold of reasonably certain, which is a high threshold and, therefore, the majority of the Company’s leases do not include renewal periods or purchase options for the measurement of the right of use asset and the associated lease liability. For leases the Company is reasonably certain to renew or purchase, those options are included within the lease term and, therefore, included in the measurement of the right of use asset and the associated lease liability.

•

Option to terminate: Certain leases include the option to terminate the lease prior to its scheduled expiration. This allows a contractually bound party to terminate its obligation under the lease contract, typically in return for an agreed upon financial consideration. The terms and conditions of the termination options vary by contract.

•	Residual value guarantees, restrictions or covenants: The Company’s lease agreements do not contain residual value guarantees, restrictions or covenants.

Following is a summary of the weighted average remaining lease term and weighted average discount rate for the Company’s population of leases as of June 30, 2019:

	Operating Leases			Financing Leases
Weighted average remaining lease term	8.8 years			5.0 years
Weighted average discount rate		4.0	%		5.8	%

As of June 30, 2019, the Company had real estate and equipment operating lease commitments that had not yet commenced. The commitments are expected to commence in the remainder of 2019 and have lease terms of 5 to 10 years. The additional lease liability associated with these lease commitments is expected to be $16.0 million.

Following is a summary of balances related to the Company’s lease portfolio within the Company’s condensed consolidated statement of operations for the second quarter and first half of 2019:

(in thousands)	Second Quarter 2019		First Half 2019
Cost of sales impact:
Operating leases costs	$	1,342	$	2,683
Short-term and variable leases		2,317		4,579
Depreciation expense from financing leases⁽¹⁾		354		707
Total cost of sales impact	$	4,013	$	7,969

Selling, delivery and administrative expenses impact:
Operating leases costs	$	3,026	$	5,922
Short-term and variable leases		779		1,838
Depreciation expense from financing leases⁽¹⁾		1,137		2,276
Total selling, delivery and administrative expenses impact	$	4,942	$	10,036

Interest expense, net impact:
Interest payments on financing lease obligations⁽²⁾	$	715	$	1,417
Total interest expense, net impact	$	715	$	1,417

Total lease cost	$	9,670	$	19,422

(1)

During the second quarter of 2018, the Company had depreciation expense from capital leases of $0.3 million and $1.2 million in cost of sales and SD&A expenses, respectively. During the first half of 2018, the Company had depreciation expense from capital leases of $0.7 million and $2.3 million in cost of sales and SD&A expenses, respectively.

(2)	The Company had interest payments on capital lease obligations of $0.9 million during the second quarter of 2018 and $1.8 million during the first half of 2018.

The future minimum lease payments related to the Company’s lease portfolio include renewal options the Company has determined to be reasonably assured and exclude payments to landlords for real estate taxes and common area maintenance. Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of June 30, 2019:

(in thousands)	Operating Leases		Financing Leases		Total
Remainder of 2019	$	8,751	$	5,222	$	13,973
2020		18,652		10,611		29,263
2021		16,658		6,215		22,873
2022		13,551		2,694		16,245
2023		11,698		2,750		14,448
Thereafter		54,384		8,214		62,598
Total minimum lease payments including interest	$	123,694	$	35,706	$	159,400
Less: Amounts representing interest		21,119		4,505		25,624
Present value of minimum lease principal payments		102,575		31,201		133,776
Less: Current portion of lease liabilities - operating and financing leases		14,771		9,019		23,790
Noncurrent portion of lease liabilities - operating and financing leases	$	87,804	$	22,182	$	109,986

Following is a summary of future minimum lease payments for all noncancelable operating leases and capital leases as of December 30, 2018:

(in thousands)	Operating Leases		Capital Leases		Total
2019	$	14,146	$	10,434	$	24,580
2020		13,526		10,613		24,139
2021		12,568		6,218		18,786
2022		11,161		2,697		13,858
2023		10,055		2,753		12,808
Thereafter		33,805		8,106		41,911
Total minimum lease payments including interest	$	95,261	$	40,821	$	136,082
Less: Amounts representing interest				5,573
Present value of minimum lease principal payments				35,248
Less: Current portion of lease liabilities - capital leases				8,617
Noncurrent portion of lease liabilities - capital leases			$	26,631

Following is a summary of balances related to the Company’s lease portfolio within the Company’s condensed consolidated statements of cash flows for the first half of 2019:

(in thousands)	First Half 2019
Cash flows from operating activities impact:
Operating leases	$	8,515
Interest payments on financing lease obligations⁽¹⁾		1,417
Total cash flows from operating activities impact	$	9,932

Cash flows from financing activities:
Principal payments on financing lease obligations⁽¹⁾	$	4,261
Total cash flows from financing activities impact	$	4,261

(1)	During the first half of 2018, the Company had principal payments on capital lease obligations of $4.0 million and interest payments on capital lease obligations of $1.8 million.

10.Goodwill

A reconciliation of the activity for goodwill for the first half of 2019 and the first half of 2018 is as follows:

	First Half
(in thousands)	2019		2018
Beginning balance - goodwill	$	165,903	$	169,316
Measurement period adjustments⁽¹⁾		-		1,583
Ending balance - goodwill	$	165,903	$	170,899

⁽¹⁾

Measurement period adjustments relate to post-closing adjustments made in accordance with the terms and conditions of the applicable asset purchase agreement or asset exchange agreement for distribution territories acquired or exchanged by the Company in April 2017 and October 2017 as part of the System Transformation. All final post-closing adjustments for these transactions were completed during 2018.

The Company’s goodwill resides entirely within the Nonalcoholic Beverages segment. The Company performs its annual impairment test of goodwill as of the first day of the fourth quarter of each fiscal year. During the first half of 2019, the Company did not experience any triggering events or changes in circumstances indicating the carrying amounts of the Company’s goodwill exceeded fair values.

11.Distribution Agreements, Net

Distribution agreements, net, which are amortized on a straight-line basis and have an estimated useful life of 10 to 40 years, consisted of the following:

(in thousands)	June 30, 2019			December 30, 2018
Distribution agreements at cost	$	950,549		$	950,559
Less: Accumulated amortization		(62,311	)		(50,176	)
Distribution agreements, net	$	888,238		$	900,383

A reconciliation of the activity for distribution agreements, net for the first half of 2019 and the first half of 2018 is as follows:

	First Half
(in thousands)	2019			2018
Beginning balance - distribution agreements, net	$	900,383		$	913,352
Other distribution agreements		(10	)		-
Measurement period adjustment⁽¹⁾		-			5,100
Additional accumulated amortization		(12,135	)		(11,856	)
Ending balance - distribution agreements, net	$	888,238		$	906,596

⁽¹⁾

Measurement period adjustment relates to post-closing adjustments made in accordance with the terms and conditions of the applicable asset purchase agreement for distribution territories acquired by the Company in October 2017 as part of the System Transformation. All final post-closing adjustments for this transaction were completed during 2018.

12.Customer Lists and Other Identifiable Intangible Assets, Net

Customer lists and other identifiable intangible assets, net, which are amortized on a straight-line basis and have an estimated useful life of 5 to 12 years, consisted of the following:

(in thousands)	June 30, 2019			December 30, 2018
Customer lists and other identifiable intangible assets at cost	$	25,288		$	25,288
Less: Accumulated amortization		(9,726	)		(8,806	)
Customer lists and other identifiable intangible assets, net	$	15,562		$	16,482

13.Other Accrued Liabilities

Other accrued liabilities consisted of the following:

(in thousands)	June 30, 2019		December 30, 2018
Accrued insurance costs	$	42,806	$	37,916
Current portion of acquisition related contingent consideration		32,131		32,993
Employee and retiree benefit plan accruals		29,821		29,300
Accrued marketing costs		26,712		31,475
Checks and transfers yet to be presented for payment from zero balance cash accounts		13,356		72,701
Accrued taxes (other than income taxes)		9,457		4,577
Commodity hedges at fair market value		7,522		10,305
Current deferred proceeds from Territory Conversion Fee		2,286		2,286
All other accrued expenses		33,010		28,693
Total other accrued liabilities	$	197,101	$	250,246

14.Derivative Financial Instruments

The Company is subject to the risk of increased costs arising from adverse changes in certain commodity prices. In the normal course of business, the Company manages these risks through a variety of strategies, including the use of derivative instruments. The Company does not use derivative instruments for trading or speculative purposes. All derivative instruments are recorded at fair value as either assets or liabilities in the Company’s condensed consolidated balance sheets. These derivative instruments are not designated

as hedging instruments under GAAP and are used as “economic hedges” to manage certain commodity price risk. Derivative instruments held are marked to market on a monthly basis and recognized in earnings consistent with the expense classification of the underlying hedged item. Settlements of derivative agreements are included in cash flows from operating activities on the Company’s condensed consolidated statements of cash flows.

The Company uses several different financial institutions for commodity derivative instruments to minimize the concentration of credit risk. While the Company would be exposed to credit loss in the event of nonperformance by these counterparties, the Company does not anticipate nonperformance by these parties.

The following table summarizes pre-tax changes in the fair value of the Company’s commodity derivative financial instruments and the classification of such changes in the condensed consolidated statements of operations.

		Second Quarter					First Half
(in thousands)	Classification of Gain (Loss)	2019			2018		2019			2018
Commodity hedges	Cost of sales	$	(4,874	)	$	249	$	(969	)	$	(2,516	)
Commodity hedges	Selling, delivery and administrative expenses		(66	)		48		2,649			(154	)
Total gain (loss)		$	(4,940	)	$	297	$	1,680		$	(2,670	)

The following table summarizes the fair values and classification in the condensed consolidated balance sheets of derivative instruments held by the Company:

(in thousands)	Balance Sheet Classification	June 30, 2019		December 30, 2018
Liabilities:
Commodity hedges at fair market value	Other accrued liabilities	$	7,522	$	10,305
Commodity hedges at fair market value	Other liabilities		1,103		-
Total liabilities		$	8,625	$	10,305

The Company has master agreements with the counterparties to its derivative financial agreements that provide for net settlement of derivative transactions. Accordingly, the net amounts of derivative assets are recognized in either prepaid expenses and other current assets or other assets in the Company’s condensed consolidated balance sheets and the net amounts of derivative liabilities are recognized in other accrued liabilities or other liabilities in the condensed consolidated balance sheets.

The following table summarizes the Company’s gross derivative assets and gross derivative liabilities in the condensed consolidated balance sheets:

(in thousands)	June 30, 2019		December 30, 2018
Gross derivative assets	$	17,328	$	28,305
Gross derivative liabilities		25,953		38,610

The following table summarizes the Company’s outstanding commodity derivative agreements:

(in thousands)	June 30, 2019		December 30, 2018
Notional amount of outstanding commodity derivative agreements	$	167,630	$	168,388
Latest maturity date of outstanding commodity derivative agreements	December 2020		December 2019

15.Fair Values of Financial Instruments

GAAP requires assets and liabilities carried at fair value to be classified and disclosed in one of the following categories:

•	Level 1: Quoted market prices in active markets for identical assets or liabilities.

•	Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

•	Level 3: Unobservable inputs that are not corroborated by market data.

The following methods and assumptions were used by the Company in estimating the fair values of its financial instruments. There were no transfers of assets or liabilities between levels in any period presented.

Financial Instrument	Fair Value Level	Method and Assumptions
Deferred compensation plan assets and liabilities	Level 1	The fair value of the Company’s non-qualified deferred compensation plan for certain executives and other highly compensated employees is based on the fair values of associated assets and liabilities, which are held in mutual funds and are based on the quoted market value of the securities held within the mutual funds.
Commodity hedging agreements	Level 2	The fair values of the Company’s commodity hedging agreements are based on current settlement values at each balance sheet date. The fair values of the commodity hedging agreements at each balance sheet date represent the estimated amounts the Company would have received or paid upon termination of these agreements. The Company’s credit risk related to the derivative financial instruments is managed by requiring high standards for its counterparties and periodic settlements. The Company considers nonperformance risk in determining the fair value of derivative financial instruments.
Nonpublic variable rate debt	Level 2	The carrying amounts of the Company’s nonpublic variable rate debt approximate their fair values due to variable interest rates with short reset periods.
Nonpublic fixed rate debt	Level 2	The fair values of the Company’s nonpublic fixed rate debt are based on estimated current market prices.
Public debt securities	Level 2	The fair values of the Company’s public debt securities are based on estimated current market prices.
Acquisition related contingent consideration	Level 3	The fair values of acquisition related contingent consideration are based on internal forecasts and the weighted average cost of capital (“WACC”) derived from market data.

The following tables summarize, by assets and liabilities, the carrying amounts and fair values by level of the Company’s deferred compensation plan, commodity hedging agreements, debt and acquisition related contingent consideration:

	June 30, 2019
	Carrying		Total		Fair Value		Fair Value		Fair Value
(in thousands)	Amount		Fair Value		Level 1		Level 2		Level 3
Assets:
Deferred compensation plan assets	$	39,012	$	39,012	$	39,012	$	-	$	-
Liabilities:
Deferred compensation plan liabilities		39,012		39,012		39,012		-		-
Commodity hedging agreements		8,625		8,625		-		8,625		-
Nonpublic variable rate debt		369,662		370,000		-		370,000		-
Nonpublic fixed rate debt		374,696		380,900		-		380,900		-
Public debt securities		347,794		363,800		-		363,800		-
Acquisition related contingent consideration		412,450		412,450		-		-		412,450

	December 30, 2018
	Carrying		Total		Fair Value		Fair Value		Fair Value
(in thousands)	Amount		Fair Value		Level 1		Level 2		Level 3
Assets:
Deferred compensation plan assets	$	33,160	$	33,160	$	33,160	$	-	$	-
Liabilities:
Deferred compensation plan liabilities		33,160		33,160		33,160		-		-
Commodity hedging agreements		10,305		10,305		-		10,305		-
Nonpublic variable rate debt		372,074		372,500		-		372,500		-
Nonpublic fixed rate debt		274,717		261,200		-		261,200		-
Public debt securities		457,612		455,400		-		455,400		-
Acquisition related contingent consideration		382,898		382,898		-		-		382,898

The acquisition related contingent consideration is valued using a probability weighted discounted cash flow model based on internal forecasts and the WACC derived from market data, which are considered Level 3 inputs. Each reporting period, the Company adjusts

its acquisition related contingent consideration liability related to the distribution territories to fair value by discounting future expected sub-bottling payments required under the CBA using the Company’s estimated WACC.

The future expected sub-bottling payments extend through the life of the applicable distribution assets acquired in each System Transformation transaction, which is generally 40 years. As a result, the fair value of the acquisition related contingent consideration liability is impacted by the Company’s WACC, management’s estimate of the amounts that will be paid in the future under the CBA, and current sub-bottling payments (all Level 3 inputs). Changes in any of these Level 3 inputs, particularly the underlying risk-free interest rate used to estimate the Company’s WACC, could result in material changes to the fair value of the acquisition related contingent consideration and could materially impact the amount of noncash income or expense recorded each reporting period.

The acquisition related contingent consideration is the Company’s only Level 3 asset or liability. A reconciliation of the Level 3 activity is as follows:

	Second Quarter						First Half
(in thousands)	2019			2018			2019			2018
Beginning balance - Level 3 liability	$	393,007		$	368,804		$	382,898		$	381,291
Measurement period adjustments⁽¹⁾		-			3,151			-			2,092
Payments of acquisition related contingent consideration		(6,599	)		(5,381	)		(12,836	)		(11,263	)
Reclassification to current payables		(3,180	)		(1,180	)		(880	)		(1,540	)
Increase in fair value		29,222			9,143			43,268			3,957
Ending balance - Level 3 liability	$	412,450		$	374,537		$	412,450		$	374,537

⁽¹⁾

Measurement period adjustments relate to post-closing adjustments made in accordance with the terms and conditions of the applicable asset purchase agreement for distribution territories acquired by the Company in April 2017 and October 2017 as part of the System Transformation. All final post-closing adjustments for these transactions were completed during 2018.

The increase in the fair value of the acquisition related contingent consideration liability during the first half of 2019 was primarily driven by a decrease in the discount rate and changes in future cash flow projections of the distribution territories subject to sub-bottling fees. The increase in the fair value of the acquisition related contingent consideration liability during the first half of 2018 was primarily driven by cash payments, post-closing adjustments related to System Transformation transactions and changes in future cash flow projections of the distribution territories subject to sub-bottling fees, partially offset by an increase in the discount rate. These fair value adjustments were recorded in other expense, net in the condensed consolidated statements of operations.

The anticipated amount the Company could pay annually under acquisition related contingent consideration arrangements is expected to be in the range of $25 million to $49 million.

16.Income Taxes

The Company’s effective income tax rate, calculated by dividing income tax expense (benefit) by income (loss) before income taxes minus net income attributable to noncontrolling interest, was 32.8% for the first half of 2019 and 42.0% for the first half of 2018.

The Company had uncertain tax positions, including accrued interest, of $3.2 million on June 30, 2019 and $3.1 million on December 30, 2018, all of which would affect the Company’s effective tax rate if recognized. While it is expected the amount of uncertain tax positions may change in the next 12 months, the Company does not expect such change would have a significant impact on the condensed consolidated financial statements.

Prior tax years beginning in year 2002 remain open to examination by the Internal Revenue Service, and various tax years beginning in year 1998 remain open to examination by certain state tax jurisdictions.

17.Pension and Postretirement Benefit Obligations

Pension Plans

There are two Company-sponsored pension plans. The primary Company-sponsored pension plan was frozen as of June 30, 2006 and no benefits accrued to participants after this date. The second Company-sponsored pension plan (the “Bargaining Plan”) is for certain employees under collective bargaining agreements. Benefits under the Bargaining Plan are determined in accordance with negotiated formulas for the respective participants. Contributions to the plans are based on actuarially determined amounts and are limited to the amounts currently deductible for income tax purposes.

The components of net periodic pension cost were as follows:

	Second Quarter						First Half
(in thousands)	2019			2018			2019			2018
Service cost	$	1,206		$	1,413		$	2,413		$	2,825
Interest cost		3,062			2,856			6,125			5,712
Expected return on plan assets		(2,574	)		(3,852	)		(5,148	)		(7,704	)
Recognized net actuarial loss		900			933			1,801			1,866
Amortization of prior service cost		7			6			12			12
Net periodic pension cost	$	2,601		$	1,356		$	5,203		$	2,711

The Company did not make any contributions to the two Company sponsored pension plans during the first half of 2019. Contributions to the two Company-sponsored pension plans are expected to be in the range of $1 million to $2 million for the remainder of 2019.

Postretirement Benefits

The Company provides postretirement benefits for a portion of its current employees. The Company recognizes the cost of postretirement benefits, which consist principally of medical benefits, during covered employees’ periods of active service. The Company does not pre-fund these benefits and has the right to modify or terminate certain of these benefits in the future.

The components of net periodic postretirement benefit cost were as follows:

	Second Quarter						First Half
(in thousands)	2019			2018			2019			2018
Service cost	$	389		$	503		$	778		$	1,005
Interest cost		693			696			1,386			1,392
Recognized net actuarial loss		195			499			391			998
Amortization of prior service cost		(322	)		(462	)		(646	)		(924	)
Net periodic postretirement benefit cost	$	955		$	1,236		$	1,909		$	2,471

18.Other Liabilities

Other liabilities consisted of the following:

(in thousands)	June 30, 2019		December 30, 2018
Noncurrent portion of acquisition related contingent consideration	$	380,319	$	349,905
Accruals for executive benefit plans		134,753		126,103
Noncurrent deferred proceeds from Territory Conversion Fee		84,020		85,163
Noncurrent deferred proceeds from Legacy Facilities Credit		29,969		30,369
Other		12,495		17,595
Total other liabilities	$	641,556	$	609,135

19.Debt

Following is a summary of the Company’s debt:

(in thousands)	Maturity Date	Interest Rate	Interest Paid	Public or Nonpublic	June 30, 2019			December 30, 2018
Senior notes⁽¹⁾	4/15/2019	7.00%	Semi-annually	Public	$	-		$	110,000
Term loan facility⁽¹⁾	6/7/2021	Variable	Varies	Nonpublic		270,000			292,500
Senior notes	2/27/2023	3.28%	Semi-annually	Nonpublic		125,000			125,000
Revolving credit facility⁽²⁾	6/8/2023	Variable	Varies	Nonpublic		100,000			80,000
Senior notes	11/25/2025	3.80%	Semi-annually	Public		350,000			350,000
Senior notes	10/10/2026	3.93%	Quarterly	Nonpublic		100,000			-
Senior notes	3/21/2030	3.96%	Quarterly	Nonpublic		150,000			150,000
Unamortized discount on senior notes⁽³⁾	4/15/2019					-			(78	)
Unamortized discount on senior notes⁽³⁾	11/25/2025					(56	)		(61	)
Debt issuance costs						(2,792	)		(2,958	)
Long-term debt					$	1,092,152		$	1,104,403

⁽¹⁾

The senior notes due in 2019 were refinanced on April 10, 2019 using proceeds from the issuance of the senior notes due in 2026 (as discussed below). The Company intends to refinance principal payments due in the next twelve months under the term loan facility, and has the capacity to do so under its revolving credit facility, which is classified as long-term debt. As such, any amounts due in the next twelve months were classified as noncurrent.

⁽²⁾

The Company’s revolving credit facility has an aggregate maximum borrowing capacity of $500 million, which may be increased at the Company’s option to $750 million, subject to obtaining commitments from the lenders and satisfying other conditions specified in the credit agreement. The Company currently believes all banks participating in the revolving credit facility have the ability to and will meet any funding requests from the Company.

⁽³⁾	The senior notes due in 2019 were issued at 98.238% of par and the senior notes due in 2025 were issued at 99.975% of par.

The Company mitigates its financing risk by using multiple financial institutions and only entering into credit arrangements with institutions with investment grade credit ratings. The Company monitors counterparty credit ratings on an ongoing basis.

On April 10, 2019, the Company sold $100 million aggregate principal amount of senior unsecured notes due in 2026 to MetLife Investment Advisors, LLC (“MetLife”) and certain of its affiliates pursuant to a Note Purchase and Private Shelf Agreement dated January 23, 2019 between the Company, MetLife and the other parties thereto. These notes bear interest at 3.93%, payable quarterly in arrears on each January 10, April 10, July 10 and October 10, commencing on July 10, 2019, and will mature on October 10, 2026, unless earlier redeemed by the Company. The Company used the proceeds to refinance the senior notes due on April 15, 2019. The Company may request that MetLife consider the purchase of additional senior unsecured notes of the Company under the agreement in an aggregate principal amount of up to $200 million.

The indentures under which the Company’s public debt was issued do not include financial covenants but do limit the incurrence of certain liens and encumbrances as well as indebtedness by the Company’s subsidiaries in excess of certain amounts. The agreements under which the Company’s nonpublic debt were issued include two financial covenants: a consolidated cash flow/fixed charges ratio and a consolidated funded indebtedness/cash flow ratio, each as defined in the respective agreements. The Company was in compliance with these covenants as of June 30, 2019. These covenants do not currently, and the Company does not anticipate they will, restrict its liquidity or capital resources.

All outstanding long-term debt has been issued by the Company and none has been issued by any of its subsidiaries. There are no guarantees of the Company’s debt.

20.Commitments and Contingencies

Manufacturing Cooperatives

The Company is obligated to purchase at least 80% of its requirements of plastic bottles for certain designated territories from Southeastern. The Company is also obligated to purchase 17.5 million cases of finished product from SAC on an annual basis through June 2024. The Company purchased 14.3 million cases and 15.0 million cases of finished product from SAC in the first half of 2019 and the first half of 2018, respectively.

The following table summarizes the Company’s purchases from these manufacturing cooperatives:

	Second Quarter				First Half
(in thousands)	2019		2018		2019		2018
Purchases from Southeastern	$	36,614	$	34,797	$	70,940	$	63,966
Purchases from SAC		39,993		41,084		77,439		79,160
Total purchases from manufacturing cooperatives	$	76,607	$	75,881	$	148,379	$	143,126

The Company guarantees a portion of SAC’s debt, which expires at various dates through 2021. The amounts guaranteed were $23.9 million on both June 30, 2019 and December 30, 2018. In the event SAC fails to fulfill its commitments under the related debt, the Company would be responsible for payments to the lenders up to the level of the guarantee. The Company does not anticipate SAC will fail to fulfill its commitment related to the debt. The Company further believes SAC has sufficient assets, including production equipment, facilities and working capital, and the ability to adjust selling prices of its products to adequately mitigate the risk of material loss from the Company’s guarantee.

The Company holds no assets as collateral against the SAC guarantee, the fair value of which is immaterial to the Company’s condensed consolidated financial statements. The Company monitors its investments in SAC and would be required to write down its investment if an impairment was identified and the Company determined it to be other than temporary. No impairment of the Company’s investments in SAC was identified as of June 30, 2019, and there was no impairment identified in 2018.

Other Commitments and Contingencies

The Company has standby letters of credit, primarily related to its property and casualty insurance programs. These letters of credit totaled $35.6 million on both June 30, 2019 and December 30, 2018.

The Company participates in long-term marketing contractual arrangements with certain prestige properties, athletic venues and other locations. As of June 30, 2019, the future payments related to these contractual arrangements, which expire at various dates through 2033, amounted to $198.0 million.

The Company is involved in various claims and legal proceedings which have arisen in the ordinary course of its business. Although it is difficult to predict the ultimate outcome of these claims and legal proceedings, management believes that the ultimate disposition of these matters will not have a material adverse effect on the financial condition, cash flows or results of operations of the Company. No material amount of loss in excess of recorded amounts is believed to be reasonably possible as a result of these claims and legal proceedings.

The Company is subject to audits by tax authorities in jurisdictions where it conducts business. These audits may result in assessments that are subsequently resolved with the authorities or potentially through the courts. Management believes the Company has adequately provided for any assessments likely to result from these audits; however, final assessments, if any, could be different than the amounts recorded in the condensed consolidated financial statements.

21.Capital Transactions

During the first quarter of each year presented, J. Frank Harrison, III received shares of the Company’s Class B Common Stock in connection with his services as Chairman of the Board of Directors and Chief Executive Officer of the Company during the prior year, pursuant to a ten-year performance unit award agreement approved in 2008 (the “Performance Unit Award Agreement”). The Performance Unit Award Agreement expired at the end of 2018, with the final award issued in the first quarter of 2019. As permitted under the terms of the Performance Unit Award Agreement, a number of shares were settled in cash each year to satisfy tax withholding obligations in connection with the vesting of the performance units. The remaining number of shares increased the total shares of Class B Common Stock outstanding. A summary of the awards issued in 2019 and 2018 is as follows:

	Fiscal Year
	2019		2018
Date of approval for award	March 5, 2019		March 6, 2018
Fiscal year of service covered by award	2018		2017
Shares settled in cash to satisfy tax withholding obligations		15,476		16,504
Increase in Class B Common Stock shares outstanding		19,224		20,296
Total Class B Common Stock awarded		34,700		36,800

Compensation expense for the awards issued pursuant to the Performance Unit Award Agreement, recognized on the closing share price of the last trading day prior to the end of each fiscal period, was $2.0 million in the first half of 2019 and $1.7 million in the first half of 2018.

In 2018, the Compensation Committee of the Company’s Board of Directors (the “Committee”) and the Company’s stockholders approved a long-term performance equity plan (the “Long-Term Performance Equity Plan”), which compensates J. Frank Harrison, III based on the Company’s performance. The Long-Term Performance Equity Plan succeeded the Performance Unit Award Agreement upon its expiration. Awards granted under the Long-Term Performance Equity Plan are earned based on the Company’s attainment during a performance period of certain performance measures, each as specified by the Committee. These awards may be settled in cash and/or shares of Class B Common Stock, based on the average of the closing prices of shares of Common Stock during the last twenty trading days of the performance period. Compensation expense for the Long-Term Performance Equity Plan, which is included in SD&A expenses on the condensed consolidated statements of operations, was $6.7 million in the first half of 2019 and $1.0 million in the first half of 2018.

22.Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) (“AOCI(L)”) is comprised of adjustments relative to the Company’s pension and postretirement medical benefit plans and foreign currency translation adjustments required for a subsidiary of the Company that performs data analysis and provides consulting services outside the United States.

A summary of AOCI(L) for the second quarter of 2019 and the second quarter of 2018 is as follows:

(in thousands)	March 31, 2019			Pre-tax Activity			Tax Effect			June 30, 2019
Net pension activity:
Actuarial loss	$	(72,011	)	$	900		$	(221	)	$	(71,332	)
Prior service costs		(20	)		7			(2	)		(15	)
Net postretirement benefits activity:
Actuarial loss		(4,754	)		195			(48	)		(4,607	)
Prior service costs		107			(322	)		79			(136	)
Foreign currency translation adjustment		(9	)		7			(2	)		(4	)
Reclassification of stranded tax effects		(19,720	)		-			-			(19,720	)
Total	$	(96,407	)	$	787		$	(194	)	$	(95,814	)

(in thousands)	April 1, 2018			Pre-tax Activity			Tax Effect			July 1, 2018
Net pension activity:
Actuarial loss	$	(77,915	)	$	933		$	(230	)	$	(77,212	)
Prior service costs		(39	)		6			(1	)		(34	)
Net postretirement benefits activity:
Actuarial loss		(16,922	)		499			(124	)		(16,547	)
Prior service costs		1,396			(462	)		114			1,048
Foreign currency translation adjustment		17			(12	)		3			8
Total	$	(93,463	)	$	964		$	(238	)	$	(92,737	)

A summary of AOCI(L) for the first half of 2019 and the first half of 2018 is as follows:

(in thousands)	December 30, 2018			Pre-tax Activity			Tax Effect			June 30, 2019
Net pension activity:
Actuarial loss	$	(72,690	)	$	1,801		$	(443	)	$	(71,332	)
Prior service costs		(24	)		12			(3	)		(15	)
Net postretirement benefits activity:
Actuarial loss		(4,902	)		391			(96	)		(4,607	)
Prior service costs		351			(646	)		159			(136	)
Foreign currency translation adjustment		-			(3	)		(1	)		(4	)
Reclassification of stranded tax effects		-			-			(19,720	)		(19,720	)
Total	$	(77,265	)	$	1,555		$	(20,104	)	$	(95,814	)

(in thousands)	December 31, 2017			Pre-tax Activity			Tax Effect			July 1, 2018
Net pension activity:
Actuarial loss	$	(78,618	)	$	1,866		$	(460	)	$	(77,212	)
Prior service costs		(43	)		12			(3	)		(34	)
Net postretirement benefits activity:
Actuarial loss		(17,299	)		998			(246	)		(16,547	)
Prior service costs		1,744			(924	)		228			1,048
Foreign currency translation adjustment		14			(8	)		2			8
Total	$	(94,202	)	$	1,944		$	(479	)	$	(92,737	)

A summary of the impact of AOCI(L) on certain statements of operations line items is as follows:

	Second Quarter 2019
(in thousands)	Net Pension Activity		Net Postretirement Benefits Activity			Foreign Currency Translation Adjustment		Total
Cost of sales	$	266	$	(66	)	$	-	$	200
Selling, delivery and administrative expenses		641		(61	)		7		587
Subtotal pre-tax		907		(127	)		7		787
Income tax expense		223		(31	)		2		194
Total after tax effect	$	684	$	(96	)	$	5	$	593

	Second Quarter 2018
(in thousands)	Net Pension Activity		Net Postretirement Benefits Activity		Foreign Currency Translation Adjustment			Total
Cost of sales	$	215	$	7	$	-		$	222
Selling, delivery and administrative expenses		724		30		(12	)		742
Subtotal pre-tax		939		37		(12	)		964
Income tax expense		231		10		(3	)		238
Total after tax effect	$	708	$	27	$	(9	)	$	726

	First Half 2019
(in thousands)	Net Pension Activity		Net Postretirement Benefits Activity			Foreign Currency Translation Adjustment			Total
Cost of sales	$	529	$	(133	)	$	-		$	396
Selling, delivery and administrative expenses		1,284		(122	)		(3	)		1,159
Subtotal pre-tax		1,813		(255	)		(3	)		1,555
Income tax expense		446		(63	)		1			384
Total after tax effect	$	1,367	$	(192	)	$	(4	)	$	1,171

	First Half 2018
(in thousands)	Net Pension Activity		Net Postretirement Benefits Activity		Foreign Currency Translation Adjustment			Total
Cost of sales	$	431	$	13	$	-		$	444
Selling, delivery and administrative expenses		1,447		61		(8	)		1,500
Subtotal pre-tax		1,878		74		(8	)		1,944
Income tax expense		463		18		(2	)		479
Total after tax effect	$	1,415	$	56	$	(6	)	$	1,465

23.Supplemental Disclosures of Cash Flow Information

Changes in current assets and current liabilities affecting cash flows were as follows:

	First Half
(in thousands)	2019			2018
Accounts receivable, trade, net	$	(20,374	)	$	(60,592	)
Accounts receivable from The Coca-Cola Company		(23,273	)		(7,586	)
Accounts receivable, other		(8,199	)		9,923
Inventories		(20,865	)		(38,455	)
Prepaid expenses and other current assets		(2,408	)		11,565
Accounts payable, trade		32,761			12,767
Accounts payable to The Coca-Cola Company		28,237			60,857
Other accrued liabilities		(52,688	)		13,609
Accrued compensation		(10,256	)		(18,160	)
Accrued interest payable		(1,777	)		(55	)
Change in current assets less current liabilities (exclusive of acquisitions)	$	(78,842	)	$	(16,127	)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of Coca‑Cola Consolidated, Inc., a Delaware corporation (together with its majority-owned subsidiaries, the “Company,” “we” or “our”), should be read in conjunction with the condensed consolidated financial statements of the Company and the accompanying notes to the condensed consolidated financial statements.

The Company’s fiscal year generally ends on the Sunday closest to December 31 of each year. The condensed consolidated financial statements presented are:

•

The financial position as of June 30, 2019 and December 30, 2018.

•

The changes in cash flows and equity for the first half of 2019 and the first half of 2018.

The condensed consolidated financial statements include the consolidated operations of the Company and its majority-owned subsidiaries including Piedmont Coca‑Cola Bottling Partnership (“Piedmont”), the Company’s only subsidiary with a significant noncontrolling interest. This noncontrolling interest consists of The Coca‑Cola Company’s interest in Piedmont, which was 22.7% for all periods presented.

Our Business and the Nonalcoholic Beverage Industry

We distribute, market and manufacture nonalcoholic beverages in territories spanning 14 states and the District of Columbia. The Company was incorporated in 1980 and, together with its predecessors, has been in the nonalcoholic beverage manufacturing and distribution business since 1902. We are the largest Coca‑Cola bottler in the United States. Approximately 85% of our total bottle/can sales volume to retail customers consists of products of The Coca‑Cola Company, which include some of the most recognized and popular beverage brands in the world. We also distribute products for several other beverage companies, including BA Sports Nutrition, LLC (“BodyArmor”), Keurig Dr Pepper Inc. (“Dr Pepper”) and Monster Energy Company (“Monster Energy”). Our purpose is to honor God, to serve others, to pursue excellence and to grow profitably. Our stock is traded on the NASDAQ Global Select Market under the symbol “COKE.”

We offer a range of nonalcoholic beverage products and flavors designed to meet the demands of our consumers, including both sparkling and still beverages. Sparkling beverages are carbonated beverages and the Company’s principal sparkling beverage is Coca‑Cola. Still beverages include energy products and noncarbonated beverages such as bottled water, tea, ready to drink coffee, enhanced water, juices and sports drinks.

Our sales are divided into two main categories: (i) bottle/can sales and (ii) other sales. Bottle/can sales include products packaged primarily in plastic bottles and aluminum cans. Other sales include sales to other Coca‑Cola bottlers, “post-mix” products, transportation revenue and equipment maintenance revenue. Post-mix products are dispensed through equipment that mixes fountain syrups with carbonated or still water, enabling fountain retailers to sell finished products to consumers in cups or glasses.

Bottle/can net pricing is based on the invoice price charged to customers reduced by any promotional allowances. Bottle/can net pricing per unit is impacted by the price charged per package, the sales volume generated for each package and the channels in which those packages are sold. The Company’s products are sold and distributed through various channels, which include selling directly to retail stores and other outlets such as food markets, institutional accounts and vending machine outlets.

The nonalcoholic beverage market is highly competitive for both sparkling and still beverages. Our competitors include bottlers and distributors of nationally and regionally advertised and marketed products, as well as bottlers and distributors of private label beverages. Our principal competitors include local bottlers of PepsiCo, Inc. products and, in some regions, local bottlers of Dr Pepper products.

The principal methods of competition in the nonalcoholic beverage industry are point-of-sale merchandising, new product introductions, new vending and dispensing equipment, packaging changes, pricing, price promotions, product quality, retail space management, customer service, frequency of distribution and advertising. We believe we are competitive in our territories with respect to these methods of competition.

Business seasonality results primarily from higher unit sales of the Company’s products in the second and third quarters of the fiscal year. We believe that we and other manufacturers from whom we purchase finished products have adequate production capacity to

meet sales demand for sparkling and still beverages during these peak periods. Sales volume can also be impacted by weather conditions. Fixed costs, such as depreciation expense, are not significantly impacted by business seasonality.

Executive Summary

Revenue grew 4.4% in the second quarter of 2019 and 4.0% in the first half of 2019, driven primarily by increased pricing and changes in our product mix. Revenue on our bottle/can Sparkling beverages increased 5.4% in the second quarter as our Sparkling brands continued to perform well at higher price points throughout our territories. Revenue on our Still beverages grew 7.2% in the second quarter, driven primarily by growth in our Sports Drinks and Energy categories. We began distribution of Reign, a fitness-focused energy beverage, in the second quarter, which drove growth in our Energy drinks compared to the second quarter of 2018. In addition, 2019 is our first full year of distributing BodyArmor products, which also helped generate overall higher net sales in our Still beverage category.

Gross margin increased 100 basis points in the second quarter of 2019 to 34.2%. On an adjusted basis, as defined in the “Adjusted Non-GAAP Results” section below, gross margin increased 150 basis points over second quarter 2018. Gross margin for the first half of 2019 increased 130 basis points on both an actual and an adjusted basis. This improvement is primarily the result of pricing actions that started in the second half of 2018 to overcome significantly higher input costs. Reduced transportation costs also contributed to higher second quarter 2019 margins as we continue to optimize our supply chain.

Selling, delivery and administrative (“SD&A”) expenses in second quarter 2019 decreased $16.5 million, or 4.3%, versus second quarter 2018, largely driven by a decrease in costs from our system transformation initiative. System transformation expenses related to our information technology system conversion were $2.2 million in the second quarter of 2019, versus $9.8 million in the second quarter of 2018. On an adjusted basis, our second quarter 2019 SD&A expenses decreased $6.0 million, or 1.6%, versus the same prior year period. Our adjusted SD&A as a percent of sales improved 180 basis points in the second quarter of 2019 versus the second quarter of 2018 (28.6% versus 30.4%, respectively). Our second quarter 2019 expenses also reflect the benefit of the operating structure changes we completed in 2018.

Income from operations in the second quarter of 2019 and the first half of 2019 was $67.2 million and $87.4 million, respectively. Adjusted income from operations was $77.5 million in the second quarter of 2019, an increase of $43.5 million from the second quarter of 2018. Adjusted income from operations was $98.3 million in the first half of 2019, an increase of $67.8 million from the first half of 2018.

Net income in the second quarter of 2019 was $15.4 million compared to a net loss of $3.9 million in the second quarter of 2018, an improvement of $19.3 million. For the first half of 2019, net income increased $26.7 million compared to the first half of 2018. Net income for the second quarter and the first half of 2019 was adversely impacted by other expense of $31.2 million and $47.0 million, respectively. Other expense for these periods was primarily comprised of fair value adjustments to the acquisition related contingent consideration liability, driven by changes in the discount rate and future cash flow projections.

Capital spending for the first half of 2019 was $57.6 million. We continue to anticipate capital spending in fiscal 2019 will be in the range of $150 million to $180 million as we remain focused on making prudent, long-term investments to support the growth of the Company. Cash flows provided by operations for the first half of 2019 were $88.6 million, compared to $57.2 million in the first half of 2018. Improved cash generation is a key management focus area for 2019 as we strive to improve our profitability, reduce our financial leverage and further strengthen our balance sheet.

Areas of Emphasis

Key priorities for the Company include acquisition synergies and cost optimization, revenue management, free cash flow generation and debt repayment, distribution network optimization and cost management.

Acquisition Synergies and Cost Optimization: In October 2017, the Company completed a series of distribution territory and regional manufacturing facility acquisitions and exchanges with The Coca‑Cola Company, Coca‑Cola Refreshments USA, Inc., a wholly-owned subsidiary of The Coca‑Cola Company, and Coca‑Cola Bottling Company United, Inc., an independent bottler that is unrelated to the Company, to significantly expand the Company’s distribution and manufacturing operations (the “System Transformation”). As the Company continues to integrate these acquired territories and facilities into its operations, the Company remains focused on synergy and cost optimization opportunities across its business, including opportunities across its manufacturing network, distribution network and back office functions. The Company anticipates identifying, investing against and executing these synergy and cost optimization opportunities will be a key driver of its results of operations.

Revenue Management: Revenue management requires a strategy that reflects consideration for pricing of brands and packages within product categories and channels, highly effective working relationships with customers and disciplined fact-based decision-making. Pricing decisions are made considering a variety of factors, including brand strength, competitive environment, input costs and other market conditions. Revenue management has been and continues to be a key driver which has a significant impact on the Company’s results of operations.

Free Cash Flow Generation and Debt Repayment: Upon completion of the System Transformation transactions in October 2017, the Company’s debt balance exceeded $1.1 billion. Generating free cash flow and reducing its debt balance will continue to be a key focus for the Company. The Company has several initiatives in place to optimize free cash flow, improve profitability and prudently manage its capital expenditures in order to generate strong free cash flow and reduce its financial leverage.

Distribution Network Optimization and Cost Management: Distribution costs represent the costs of transporting finished goods from Company locations to customer outlets. Total distribution costs, including warehouse costs, were $304.7 million in the first half of 2019 and $301.2 million in the first half of 2018. Management of these costs will continue to be a key area of emphasis for the Company. The Company believes that optimizing its expanded distribution footprint will be a key area of focus in the short-term in order to manage this significant cost to its business.

Results of Operations

Second Quarter Results

Our results of operations for the second quarter of 2019 and the second quarter of 2018 are highlighted in the table below and discussed in the following paragraphs:

	Second Quarter
(in thousands)	2019		2018			Change
Net sales	$	1,273,659	$	1,220,003		$	53,656
Cost of sales		837,880		815,295			22,585
Gross profit		435,779		404,708			31,071
Selling, delivery and administrative expenses		368,565		385,029			(16,464	)
Income from operations		67,214		19,679			47,535
Interest expense, net		11,995		12,744			(749	)
Other expense, net		31,181		9,818			21,363
Income (loss) before income taxes		24,038		(2,883	)		26,921
Income tax expense (benefit)		7,182		(135	)		7,317
Net income (loss)		16,856		(2,748	)		19,604
Less: Net income attributable to noncontrolling interest		1,486		1,185			301
Net income (loss) attributable to Coca-Cola Consolidated, Inc.	$	15,370	$	(3,933	)	$	19,303
Other comprehensive income, net of tax		593		726			(133	)
Comprehensive income (loss) attributable to Coca-Cola Consolidated, Inc.	$	15,963	$	(3,207	)	$	19,170

Items Impacting Operations and Financial Condition

Second Quarter 2019

•

$29.3 million recorded in other expense, net as a result of an increase in the fair value of the Company’s contingent consideration liability; and

•

$4.9 million pre-tax unfavorable mark-to-market adjustments related to the Company’s commodity hedging program.

Second Quarter 2018

•

$9.8 million of expenses related to the System Transformation transactions, the majority of which were information technology related costs;

•

$9.2 million recorded in other expense, net as a result of an increase in the fair value of the Company’s contingent consideration liability; and

•

$4.8 million recorded in SD&A expenses related to severance and outplacement expenses incurred to optimize labor expense in the Nonalcoholic Beverages segment.

Net Sales

Net sales increased $53.7 million, or 4.4%, to $1.27 billion in the second quarter of 2019, as compared to $1.22 billion in the second quarter of 2018. The increase in net sales was primarily attributable to the following (in millions):

Second Quarter 2019			Attributable to:
$	56.6		Increase in net sales primarily related to an increase in average bottle/can sales price per unit to retail customers and the shift in product mix to higher revenue still products in order to meet consumer preferences
	(17.7	)	Decrease in sales volume to other Coca-Cola bottlers
	7.8		Increase in net sales related to increased volume
	7.0		Other
$	53.7		Total increase in net sales

Net sales by product category were as follows:

	Second Quarter
(in thousands)	2019		2018		% Change
Bottle/can sales:
Sparkling beverages (carbonated)	$	671,624	$	637,215	5.4%
Still beverages (noncarbonated, including energy products)		421,450		393,015	7.2%
Total bottle/can sales		1,093,074		1,030,230	6.1%

Other sales:
Sales to other Coca-Cola bottlers		89,278		106,946	(16.5)%
Post-mix and other		91,307		82,827	10.2%
Total other sales		180,585		189,773	(4.8)%

Total net sales	$	1,273,659	$	1,220,003	4.4%

Product category sales volume of physical cases in the second quarter of 2019 and the second quarter of 2018 as a percentage of total bottle/can sales volume and the percentage change by product category were as follows:

	Bottle/Can Sales Volume
	Second Quarter						Bottle/Can Sales
Product Category	2019			2018			Volume % Change
Sparkling beverages		69.6	%		70.3	%	(0.6)%
Still beverages (including energy products)		30.4	%		29.7	%	2.8%
Total bottle/can sales volume		100.0	%		100.0	%	0.4%

As the Company introduces new products, it reassesses the category assigned at the SKU level, therefore categorization could differ from previously presented results to conform with current period categorization. Any differences are not considered material.

Cost of Sales

Inputs representing a substantial portion of the Company’s cost of sales include: (i) purchases of finished products, (ii) raw material costs, including aluminum cans, plastic bottles and sweetener, (iii) concentrate costs, and (iv) manufacturing costs, including labor, overhead and warehouse costs. In addition, cost of sales includes shipping and handling costs related to the movement of finished goods from manufacturing plants to distribution centers, amortization expense of distribution rights, distribution fees of certain products and marketing credits from brand companies. Raw material costs represent approximately 20% of total cost of sales on an annual basis.

Cost of sales increased $22.6 million, or 2.8%, to $837.9 million in the second quarter of 2019, as compared to $815.3 million in the second quarter of 2018. The increase in cost of sales was primarily attributable to the following (in millions):

Second Quarter 2019			Attributable to:
$	29.6		Increase in cost of sales primarily related to, in order of magnitude, the change in product mix to meet consumer preferences, an increase in concentrate costs and an increase in commodity costs, partially offset by reduced transportation costs
	(19.6	)	Decrease in sales volume to other Coca-Cola bottlers
	5.6		Increase in cost of sales related to increased sales volume
	7.0		Other
$	22.6		Total increase in cost of sales

The Company relies extensively on advertising and sales promotion in the marketing of its products. The Coca‑Cola Company and other beverage companies that supply concentrates, syrups and finished products to the Company make substantial marketing and advertising expenditures to promote sales in the Company’s territories. Certain of the marketing expenditures by The Coca‑Cola Company and other beverage companies are made pursuant to annual arrangements. The Company also benefits from national advertising programs conducted by The Coca‑Cola Company and other beverage companies. Total marketing funding support from The Coca‑Cola Company and other beverage companies, which includes both direct payments to the Company and payments to customers for marketing programs, was $34.7 million in the second quarter of 2019, as compared to $33.4 million in the second quarter of 2018.

The Company’s cost of sales may not be comparable to other peer companies, as some peer companies include all costs related to their distribution network in cost of sales. The Company includes a portion of these costs in SD&A expenses, as described below.

Selling, Delivery and Administrative Expenses

SD&A expenses include the following: sales management labor costs, distribution costs resulting from transporting finished products from distribution centers to customer locations, distribution center overhead including depreciation expense, distribution center warehousing costs, delivery vehicles and cold drink equipment, point-of-sale expenses, advertising expenses, cold drink equipment repair costs, amortization of intangibles and administrative support labor and operating costs.

SD&A expenses decreased by $16.4 million, or 4.3%, to $368.6 million in the second quarter of 2019, as compared to $385.0 million in the second quarter of 2018. SD&A expenses as a percentage of net sales decreased to 28.9% in the second quarter of 2019 from 31.6% in the second quarter of 2018. The decrease in SD&A expenses was primarily attributable to the following (in millions):

Second Quarter 2019			Attributable to:
$	(9.3	)	Decrease in employee benefit costs including employee salaries primarily as a result of workforce optimization completed in the second and fourth quarters of 2018, partially offset by an increase in bonuses and incentives primarily related to improved financial results
	(7.7	)	Decrease in System Transformation transactions expenses
	0.6		Other
$	(16.4	)	Total decrease in SD&A expenses

The Company has three primary delivery systems: (i) bulk delivery for large supermarkets, mass merchandisers and club stores, (ii) advanced sale delivery for convenience stores, drug stores, small supermarkets and on-premise accounts and (iii) full-service delivery for its full-service vending customers. Shipping and handling costs related to the movement of finished goods from manufacturing locations to distribution centers are included in cost of sales. Shipping and handling costs related to the movement of finished goods from distribution centers to customer locations, including distribution center warehousing costs, are included in SD&A expenses and totaled $155.8 million in the second quarter of 2019 and $154.2 million in the second quarter of 2018.

Interest Expense, Net

Interest expense, net, decreased $0.7 million to $12.0 million in the second quarter of 2019, as compared to $12.7 million in the second quarter of 2018. The decrease was primarily a result of lower average debt balances and lower average interest rates.

Other Expense, Net

A summary of other expense, net is as follows:

	Second Quarter
(in thousands)	2019		2018
Increase in the fair value of the acquisition related contingent consideration liability	$	29,222	$	9,143
Non-service cost component of net periodic benefit cost		1,959		675
Total other expense, net	$	31,181	$	9,818

Each reporting period, the Company adjusts its contingent consideration liability related to the distribution territories subject to sub-bottling fees to fair value. The fair value is determined by discounting future expected sub-bottling payments required under the Company’s comprehensive beverage agreement, which extend through the life of the applicable distribution assets, using the Company’s estimated weighted average cost of capital (“WACC”), which is impacted by many factors, including long-term interest rates and future cash flow projections. The life of these distribution asset is generally 40 years. The Company is required to pay the current portion of the sub-bottling fee on a quarterly basis.

The increase in the fair value of the acquisition related contingent consideration liability during the second quarter of 2019 was primarily driven by a decrease in the discount rate and changes in future cash flow projections of the distribution territories subject to sub-bottling fees. The increase in the fair value of the acquisition related contingent consideration liability during the second quarter of 2018 was primarily driven by cash payments, post-closing adjustments related to System Transformation transactions and changes in future cash flow projections of the distribution territories subject to sub-bottling fees.

Income Tax Expense (Benefit)

The Company’s effective income tax rate, calculated by dividing income tax expense (benefit) by income (loss) before income taxes, was 29.9% for the second quarter of 2019 and 4.7% for the second quarter of 2018. The increase in the effective tax rate was primarily driven by improved financial results. The Company’s effective tax rate, calculated by dividing income tax expense (benefit) by income (loss) before income taxes minus net income attributable to noncontrolling interest, was 31.8% for the second quarter of 2019 and 3.3% for the second quarter of 2018.

Noncontrolling Interest

The Company recorded net income attributable to noncontrolling interest of $1.5 million in the second quarter of 2019 and $1.2 million in the second quarter of 2018, each related to the portion of Piedmont owned by The Coca‑Cola Company.

Other Comprehensive Income, Net of Tax

Other comprehensive income, net of tax was $0.6 million in the second quarter of 2019 and $0.7 million in the second quarter of 2018.

First Half Results

Our results of operations for the first half of 2019 and the first half of 2018 are highlighted in the table below and discussed in the following paragraphs:

	First Half
(in thousands)	2019		2018			Change
Net sales	$	2,376,571	$	2,284,760		$	91,811
Cost of sales		1,551,484		1,522,411			29,073
Gross profit		825,087		762,349			62,738
Selling, delivery and administrative expenses		737,719		761,667			(23,948	)
Income from operations		87,368		682			86,686
Interest expense, net		24,881		24,790			91
Other expense, net		47,032		5,308			41,724
Income (loss) before income taxes		15,455		(29,416	)		44,871
Income tax expense (benefit)		4,177		(13,106	)		17,283
Net income (loss)		11,278		(16,310	)		27,588
Less: Net income attributable to noncontrolling interest		2,739		1,808			931
Net income (loss) attributable to Coca-Cola Consolidated, Inc.	$	8,539	$	(18,118	)	$	26,657
Other comprehensive income, net of tax		1,171		1,465			(294	)
Comprehensive income (loss) attributable to Coca-Cola Consolidated, Inc.	$	9,710	$	(16,653	)	$	26,363

Items Impacting Operations and Financial Condition

First Half 2019

•

$43.3 million recorded in other expense, net as a result of an increase in the fair value of the Company’s contingent consideration liability;

•

$6.9 million of expenses related to the System Transformation transactions, the majority of which were information technology related costs; and

•

$4.4 million adjustment to reflect the prospective change of increasing the capitalization thresholds on certain low-cost, short-lived assets. This change is not expected to be material to the condensed consolidated financial statements.

First Half 2018

•

$22.3 million of expenses related to the System Transformation transactions, the majority of which were information technology related costs;

•

$4.8 million recorded in SD&A expenses related to severance and outplacement expenses incurred to optimize labor expense in the Nonalcoholic Beverages segment; and

•

$4.0 million recorded in other expense, net as a result of an increase in the fair value of the Company’s contingent consideration liability.

Net Sales

Net sales increased $91.8 million, or 4.0%, to $2.38 billion in the first half of 2019, as compared to $2.28 billion in the first half of 2018. The increase in net sales was primarily attributable to the following (in millions):

First Half 2019			Attributable to:
$	102.6		Increase in net sales primarily related to an increase in average bottle/can sales price per unit to retail customers and the shift in product mix to higher revenue still products in order to meet consumer preferences
	(37.7	)	Decrease in sales volume to other Coca-Cola bottlers
	13.6		Increase in net sales related to increased volume
	13.3		Other
$	91.8		Total increase in net sales

Net sales by product category were as follows:

	First Half
(in thousands)	2019		2018		% Change
Bottle/can sales:
Sparkling beverages (carbonated)	$	1,272,181	$	1,213,913	4.8%
Still beverages (noncarbonated, including energy products)		763,691		706,721	8.1%
Total bottle/can sales		2,035,872		1,920,634	6.0%

Other sales:
Sales to other Coca-Cola bottlers		170,950		208,680	(18.1)%
Post-mix and other		169,749		155,446	9.2%
Total other sales		340,699		364,126	(6.4)%

Total net sales	$	2,376,571	$	2,284,760	4.0%

Product category sales volume of physical cases in the first half of 2019 and the first half of 2018 as a percentage of total bottle/can sales volume and the percentage change by product category were as follows:

	Bottle/Can Sales Volume
	First Half						Bottle/Can Sales
Product Category	2019			2018			Volume % Change
Sparkling beverages		70.8	%		71.8	%	(1.1)%
Still beverages (including energy products)		29.2	%		28.2	%	3.9%
Total bottle/can sales volume		100.0	%		100.0	%	0.3%

The following table summarizes the percentage of the Company’s total bottle/can sales volume to its largest customers, as well as the percentage of the Company’s total net sales that such volume represents:

	First Half
	2019			2018
Approximate percent of the Company’s total bottle/can sales volume:
Wal-Mart Stores, Inc.		19	%		19	%
The Kroger Company		12	%		12	%
Total approximate percent of the Company’s total bottle/can sales volume		31	%		31	%

Approximate percent of the Company’s total net sales:
Wal-Mart Stores, Inc.		14	%		13	%
The Kroger Company		8	%		8	%
Total approximate percent of the Company’s total net sales		22	%		21	%

Cost of Sales

Cost of sales increased $29.1 million, or 1.9%, to $1.55 billion in the first half of 2019, as compared to $1.52 billion in the first half of 2018. The increase in cost of sales was primarily attributable to the following (in millions):

First Half 2019			Attributable to:
$	57.5		Increase in cost of sales primarily related to, in order of magnitude, the change in product mix to meet consumer preferences, an increase in commodity costs and an increase in concentrate costs, partially offset by reduced transportation costs
	(40.3	)	Decrease in sales volume to other Coca-Cola bottlers
	8.5		Increase in cost of sales related to increased sales volume
	3.4		Other
$	29.1		Total increase in cost of sales

Total marketing funding support from The Coca‑Cola Company and other beverage companies was $66.0 million in the first half of 2019, as compared to $63.8 million in the first half of 2018.

Selling, Delivery and Administrative Expenses

SD&A expenses decreased by $24.0 million, or 3.2%, to $737.7 million in the first half of 2019, as compared to $761.7 million in the first half of 2018. SD&A expenses as a percentage of net sales decreased to 31.0% in the first half of 2019 from 33.3% in the first half of 2018. The decrease in SD&A expenses was primarily attributable to the following (in millions):

First Half 2019			Attributable to:
$	(15.2	)	Decrease in System Transformation transactions expenses
	(7.5	)	Decrease in employee benefit costs including employee salaries primarily as a result of workforce optimization completed in the second and fourth quarters of 2018, partially offset by an increase in bonuses and incentives primarily related to improved financial results
	(1.3	)	Other
$	(24.0	)	Total decrease in SD&A expenses

Shipping and handling costs related to the movement of finished goods from distribution centers to customer locations, including distribution center warehousing costs, are included in SD&A expenses and totaled $304.7 million in the first half of 2019 and $301.2 million in the first half of 2018.

Interest Expense, Net

Interest expense, net was $24.9 million in the first half of 2019 and $24.8 million in the first half of 2018.

Other Expense, Net

A summary of other expense, net is as follows:

	First Half
(in thousands)	2019			2018
Increase in the fair value of the acquisition related contingent consideration liability	$	43,268		$	3,957
Non-service cost component of net periodic benefit cost		3,920			1,351
Other		(156	)		-
Total other expense, net	$	47,032		$	5,308

Income Tax Expense (Benefit)

The Company’s effective income tax rate, calculated by dividing income tax expense (benefit) by income (loss) before income taxes, was 27.0% for the first half of 2019 and 44.6% for the first half of 2018. The decrease in the effective tax rate was primarily driven by improved financial results. The Company’s effective tax rate, calculated by dividing income tax expense (benefit) by income (loss) before income taxes minus net income attributable to noncontrolling interest, was 32.8% for the first half of 2019 and 42.0% for the first half of 2018. The Company anticipates the annualized effective tax rate for 2019 will be in the low 30% range.

Noncontrolling Interest

The Company recorded net income attributable to noncontrolling interest of $2.7 million in the first half of 2019 and $1.8 million in the first half of 2018, each related to the portion of Piedmont owned by The Coca‑Cola Company.

Other Comprehensive Income, Net of Tax

Other comprehensive income, net of tax was $1.2 million in the first half of 2019 and $1.5 million in the first half of 2018. The decrease was primarily a result of a decrease in actuarial gains on the Company’s postretirement benefit plans.

Segment Operating Results

The Company evaluates segment reporting in accordance with the Financial Accounting Standards Board Accounting Standards Codification 280, Segment Reporting, each reporting period, including evaluating the reporting package reviewed by the Chief Operation Decision Maker (“CODM”). The Company has concluded the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, as a group, represent the CODM. Asset information is not provided to the CODM. The Company believes four operating segments exist. Nonalcoholic Beverages represents the vast majority of the Company’s consolidated revenues and income from operations. The additional three operating segments do not meet the quantitative thresholds for separate reporting, either individually or in the aggregate, and therefore have been combined into “All Other.”

The Company’s segment results are as follows:

	Second Quarter						First Half
(in thousands)	2019			2018			2019			2018
Net sales:
Nonalcoholic Beverages⁽¹⁾	$	1,238,885		$	1,192,282		$	2,311,112		$	2,232,704
All Other		94,942			93,398			182,857			179,997
Eliminations⁽²⁾		(60,168	)		(65,677	)		(117,398	)		(127,941	)
Consolidated net sales	$	1,273,659		$	1,220,003		$	2,376,571		$	2,284,760

Income (loss) from operations:
Nonalcoholic Beverages	$	57,724		$	16,089		$	72,365		$	(6,656	)
All Other		9,490			3,590			15,003			7,338
Consolidated income from operations	$	67,214		$	19,679		$	87,368		$	682

⁽¹⁾

The Company historically presented consideration paid to customers under certain contractual arrangements for exclusive distribution rights and sponsorship privileges as a marketing expense within SD&A expenses. The Company has now determined such amounts should be presented as a reduction to net sales and has revised the presentation of previously issued financial statements to correct for this error. Net sales and SD&A expenses were revised by $7.3 million in the second quarter of 2018 and $14.6 million in the first half of 2018. See Note 3 to the condensed consolidated financial statements for additional information.

⁽²⁾	The entire net sales elimination for each period presented represents net sales from All Other to the Nonalcoholic Beverages segment. Sales between these segments are recognized at either fair market value or cost depending on the nature of the transaction.

Adjusted Non-GAAP Results

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, with the conversion of its information technology systems, the Company believes these non-GAAP financial measures allow users to better appreciate the impact of this conversion 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 adjusted results (non-GAAP):

	Second Quarter 2019
(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)	$	435,779	$	368,565		$	67,214	$	24,038	$	15,370		$	1.64
System Transformation transactions expenses⁽¹⁾		-		(2,185	)		2,185		2,185		1,643			0.18
Fair value adjustment of acquisition related contingent consideration⁽²⁾		-		-			-		29,222		21,975			2.34
Fair value adjustments for commodity hedges⁽³⁾		4,874		(66	)		4,940		4,940		3,715			0.40
Capitalization threshold change for certain assets⁽⁴⁾		-		(1,903	)		1,903		1,903		1,431			0.15
Memphis-area manufacturing plants consolidation⁽⁵⁾		1,294		-			1,294		1,294		973			0.10
Other tax adjustments⁽⁶⁾		-		-			-		-		(2,815	)		(0.30	)
Total reconciling items		6,168		(4,154	)		10,322		39,544		26,922			2.87
Adjusted results (non-GAAP)	$	441,947	$	364,411		$	77,536	$	63,582	$	42,292		$	4.51

	Second 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)	$	404,708		$	385,029		$	19,679		$	(2,883	)	$	(3,933	)	$	(0.42	)
System Transformation transactions expenses⁽¹⁾		28			(9,843	)		9,871			9,871			7,423			0.79
Workforce optimization expenses⁽⁷⁾		-			(4,810	)		4,810			4,810			3,617			0.39
Fair value adjustment of acquisition related contingent consideration⁽²⁾		-			-			-			9,143			6,876			0.74
Fair value adjustments for commodity hedges⁽³⁾		(249	)		48			(297	)		(297	)		(223	)		(0.03	)
Other tax adjustments⁽⁶⁾		-			-			-			-			(3,455	)		(0.36	)
Total reconciling items		(221	)		(14,605	)		14,384			23,527			14,238			1.53
Adjusted results (non-GAAP)	$	404,487		$	370,424		$	34,063		$	20,644		$	10,305		$	1.11

	First Half 2019
(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)	$	825,087	$	737,719		$	87,368		$	15,455		$	8,539		$	0.91
System Transformation transactions expenses⁽¹⁾		-		(6,915	)		6,915			6,915			5,200			0.56
Fair value adjustment of acquisition related contingent consideration⁽²⁾		-		-			-			43,268			32,538			3.47
Fair value adjustments for commodity hedges⁽³⁾		969		2,649			(1,680	)		(1,680	)		(1,263	)		(0.13	)
Capitalization threshold change for certain assets⁽⁴⁾		-		(4,379	)		4,379			4,379			3,293			0.35
Memphis-area manufacturing plants consolidation⁽⁵⁾		1,294		-			1,294			1,294			973			0.10
Other tax adjustments⁽⁶⁾		-		-			-			-			(3,660	)		(0.39	)
Total reconciling items		2,263		(8,645	)		10,908			54,176			37,081			3.96
Adjusted results (non-GAAP)	$	827,350	$	729,074		$	98,276		$	69,631		$	45,620		$	4.87

	First Half 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)	$	762,349	$	761,667		$	682	$	(29,416	)	$	(18,118	)	$	(1.94	)
System Transformation transactions expenses⁽¹⁾		227		(22,094	)		22,321		22,321			16,785			1.79
Workforce optimization expenses⁽⁷⁾		-		(4,810	)		4,810		4,810			3,617			0.39
Fair value adjustment of acquisition related contingent consideration⁽²⁾		-		-			-		3,957			2,976			0.32
Fair value adjustments for commodity hedges⁽³⁾		2,516		(154	)		2,670		2,670			2,008			0.21
Other tax adjustments⁽⁶⁾		-		-			-		-			(5,798	)		(0.61	)
Total reconciling items		2,743		(27,058	)		29,801		33,758			19,588			2.10
Adjusted results (non-GAAP)	$	765,092	$	734,609		$	30,483	$	4,342		$	1,470		$	0.16

Following is an explanation of non-GAAP adjustments:

⁽¹⁾	Adjustment reflects expenses related to the System Transformation transactions, which primarily includes information technology systems conversions.

⁽²⁾	This non-cash, fair value adjustment of acquisition related contingent consideration fluctuates based on factors such as long-term interest rates and future cash flow projections of distribution territories acquired in the System Transformation.

⁽³⁾	The Company enters into derivative instruments from time to time to hedge some or all of its projected purchases of aluminum, PET resin, diesel fuel and unleaded gasoline in order to mitigate commodity risk. The Company accounts for commodity hedges on a mark-to-market basis.

⁽⁴⁾	Adjustment reflects the prospective change of increasing the capitalization thresholds on certain low-cost, short-lived assets. This change is not expected to be material to the condensed consolidated financial statements.

⁽⁵⁾

The Company plans to expand its West Memphis, Arkansas manufacturing plant by the end of fiscal 2020, and expects to close its Memphis, Tennessee manufacturing plant upon completion of the West Memphis plant expansion. Adjustment reflects expenses within the Nonalcoholic Beverages segment related to the impairment and accelerated depreciation of property, plant and equipment at the Memphis, Tennessee manufacturing plant. The remaining costs associated with the closure of the Memphis, Tennessee manufacturing plant are not expected to be material to the condensed consolidated financial statements.

⁽⁶⁾	Includes items impacting the Company’s effective tax rate.

⁽⁷⁾	Adjustment reflects severance and outplacement expenses relating to the Company’s optimization of its labor expense in the Nonalcoholic Beverages segment.

Financial Condition

Total assets were $3.13 billion on June 30, 2019, which was an increase of $122.2 million from December 30, 2018. Net working capital, defined as current assets less current liabilities, was $262.0 million on June 30, 2019, which was an increase of $66.3 million from December 30, 2018.

Significant changes in net working capital on June 30, 2019 from December 30, 2018 were as follows:

•

An increase in accounts receivable, trade of $24.0 million and an increase in accounts receivable from The Coca‑Cola Company of $23.3 million primarily as a result of the timing of cash receipts.

•

An increase in inventories of $20.9 million primarily as a result of seasonal builds of inventory and product launches.

•

The addition of the current portion of obligations under operating leases of $14.8 million as a result of the Company recording balances for operating leases on its condensed consolidated balance sheets.

•

An increase in accounts payable, trade of $29.4 million and an increase in accounts payable to The Coca‑Cola Company of $23.6 million primarily as a result of seasonal builds of inventory.

•

A decrease in other accrued liabilities of $53.1 million primarily as a result of the timing of cash payments.

•

A decrease in accrued compensation of $13.0 million primarily as a result of the timing of bonus and incentive payments in the first quarter of the fiscal year.

Liquidity and Capital Resources

The Company’s sources of capital include cash flows from operations, available credit facilities and the issuance of debt and equity securities. The Company has obtained the majority of its long-term debt from public markets, private placements and bank facilities. Management believes the Company has sufficient sources of capital available to refinance its maturing debt, finance its business plan, meet its working capital requirements and maintain an appropriate level of capital spending for at least the next 12 months from the issuance of these condensed consolidated financial statements. The amount and frequency of future dividends will be determined by the Company’s Board of Directors in light of the earnings and financial condition of the Company at such time, and no assurance can be given that dividends will be declared or paid in the future.

The Company’s total debt as of June 30, 2019 and December 30, 2018 was as follows:

(in thousands)	Maturity Date	June 30, 2019			December 30, 2018
Senior notes and unamortized discount on senior notes⁽¹⁾⁽²⁾	4/15/2019	$	-		$	109,922
Term loan facility⁽¹⁾	6/7/2021		270,000			292,500
Senior notes	2/27/2023		125,000			125,000
Revolving credit facility	6/8/2023		100,000			80,000
Senior notes and unamortized discount on senior notes⁽²⁾	11/25/2025		349,944			349,939
Senior notes	10/10/2026		100,000			-
Senior notes	3/21/2030		150,000			150,000
Debt issuance costs			(2,792	)		(2,958	)
Total debt		$	1,092,152		$	1,104,403

⁽¹⁾

⁽²⁾	The senior notes due in 2019 were issued at 98.238% of par and the senior notes due in 2025 were issued at 99.975% of par.

The Company’s term loan facility matures on June 7, 2021. The original aggregate principal amount borrowed by the Company under the facility was $300 million and repayment of amounts outstanding began in 2018. The Company may request additional term loans under the term loan facility, provided the Company’s aggregate borrowings under the facility do not exceed $500 million.

The original aggregate principal amount borrowed by the Company on its senior notes due in 2023 was $125 million. Through June 10, 2019, the Company had the ability to request the lender consider the purchase of additional senior unsecured notes of the Company in an aggregate principal amount of up to $175 million.

As discussed below, on April 10, 2019, the Company sold $100 million aggregate principal amount of senior unsecured notes due in 2026 to MetLife Investment Advisors, LLC (“MetLife”) and certain of its affiliates. The Company may request that MetLife consider the purchase of additional senior unsecured notes of the Company under the agreement in an aggregate principal amount of up to $200 million.

The Company’s revolving credit facility matures on June 8, 2023 and has an aggregate maximum borrowing capacity of $500 million, which may be increased at the Company’s option to $750 million, subject to obtaining commitments from the lenders and satisfying other conditions specified in the credit agreement. The Company currently believes all banks participating in the revolving credit facility have the ability to and will meet any funding requests from the Company. As of June 30, 2019, the Company had borrowed $100 million under the revolving credit facility, and therefore had $400 million borrowing capacity remaining.

The indentures under which the Company’s public debt was issued do not include financial covenants but do limit the incurrence of certain liens and encumbrances as well as indebtedness by the Company’s subsidiaries in excess of certain amounts. The Company’s nonpublic debt facilities include two financial covenants: a consolidated cash flow/fixed charges ratio and a consolidated funded indebtedness/cash flow ratio, each as defined in the respective agreements. The Company was in compliance with these covenants as of June 30, 2019. These covenants do not currently, and the Company does not anticipate they will, restrict its liquidity or capital resources.

All outstanding long-term debt has been issued by the Company and none has been issued by any of its subsidiaries. There are no guarantees of the Company’s debt.

The Company’s credit ratings are reviewed periodically by the respective rating agencies. Changes in the Company’s operating results or financial position could result in changes in the Company’s credit ratings. Lower credit ratings could result in higher borrowing costs for the Company or reduced access to capital markets, which could have a material impact on the Company’s financial position or results of operations. Standard & Poor’s rating outlook for the Company is negative and Moody’s rating outlook for the Company is stable. As of June 30, 2019, the Company’s credit ratings were as follows:

		Long-Term Debt
Standard & Poor’s		BBB
Moody’s		Baa2

The Company is subject to interest rate risk on its variable rate debt, including the revolving credit facility and the term loan facility. Assuming no changes in the Company’s financial structure, if market interest rates average 1% more over the next twelve months than the interest rates as of June 30, 2019, interest expense for the next twelve months would increase by approximately $3.7 million.

The Company’s only Level 3 asset or liability is the acquisition related contingent consideration liability. There were no transfers from Level 1 or Level 2. Fair value adjustments were noncash, and therefore did not impact the Company’s liquidity or capital resources. Following is a summary of the Level 3 activity:

	Second Quarter						First Half
(in thousands)	2019			2018			2019			2018
Beginning balance - Level 3 liability	$	393,007		$	368,804		$	382,898		$	381,291
Measurement period adjustments⁽¹⁾		-			3,151			-			2,092
Payments of acquisition related contingent consideration		(6,599	)		(5,381	)		(12,836	)		(11,263	)
Reclassification to current payables		(3,180	)		(1,180	)		(880	)		(1,540	)
Increase in fair value		29,222			9,143			43,268			3,957
Ending balance - Level 3 liability	$	412,450		$	374,537		$	412,450		$	374,537

⁽¹⁾

Cash Sources and Uses

A summary of cash-based activity is as follows:

	First Half
(in thousands)	2019			2018
Cash Sources:
Borrowings under revolving credit facility	$	206,339		$	190,000
Proceeds from issuance of senior notes		100,000			150,000
Net cash provided by operating activities⁽¹⁾		88,586			57,242
Acquisitions, net of cash acquired and purchase price settlements		-			4,706
Proceeds from cold drink equipment		-			3,789
Proceeds from the sale of property, plant and equipment		823			3,047
Total cash sources	$	395,748		$	408,784

Cash Uses:
Payments on revolving credit facility	$	186,339		$	297,000
Payments on term loan facility and senior notes		132,500			-
Additions to property, plant and equipment		57,581			85,279
Payments of acquisition related contingent consideration		12,836			11,263
Cash dividends paid		4,682			4,671
Other distribution agreements		4,654			-
Principal payments on financing or capital lease obligations		4,261			4,194
Investment in CONA Services LLC		486			2,020
Debt issuance fees		265			1,535
Total cash uses	$	403,604		$	405,962
Net increase (decrease) in cash	$	(7,856	)	$	2,822

⁽¹⁾	Net cash provided by operating activities in the first half of 2018 included a net refund of income tax payments of $20.0 million.

Cash Flows From Operating Activities

During the first half of 2019, cash provided by operating activities was $88.6 million, which was an increase of $31.4 million as compared to the first half of 2018. The increase was primarily a result of improved financial results and continued focus on working capital needs in order to optimize free cash flow.

Cash Flows From Investing Activities

During the first half of 2019, cash used in investing activities was $61.9 million, which was a decrease of $13.9 million as compared to the first half of 2018. The decrease was driven primarily by a reduction in additions to property, plant and equipment, as we remain focused on making prudent long-term investments to support the growth of the Company.

Additions to property, plant and equipment were $57.6 million during the first half of 2019. As of June 30, 2019, $10.3 million of additions to property, plant and equipment were accrued in accounts payable, trade. The Company anticipates additions to property, plant and equipment for the remainder of 2019 will be in the range of $90 million to $125 million.

Additions to property, plant and equipment during the first half of 2018 were $85.3 million. As of July 1, 2018, $4.2 million of additions to property, plant and equipment were accrued in accounts payable, trade.

Cash Flows From Financing Activities

During the first half of 2019, cash used in financing activities was $34.5 million and during the first half of 2018, cash provided by financing activities was $21.3 million. The change was primarily driven by net repayments on borrowings in the first half of 2019, stemming from improved financial results.

The Company had cash payments for acquisition related contingent consideration of $12.8 million during the first half of 2019 and $11.3 million during the first half of 2018. The Company anticipates that the amount it could pay annually under the acquisition

related contingent consideration arrangements for the distribution territories subject to sub-bottling fees will be in the range of $25 million to $49 million.

On April 10, 2019, the Company sold $100 million aggregate principal amount of senior unsecured notes due in 2026 to MetLife and certain of its affiliates pursuant to a Note Purchase and Private Shelf Agreement dated January 23, 2019 between the Company, MetLife and the other parties thereto. These notes bear interest at 3.93%, payable quarterly in arrears, commencing on July 10, 2019, and will mature on October 10, 2026, unless earlier redeemed by the Company. The Company used the proceeds to refinance the senior notes due on April 15, 2019. The Company may request that MetLife consider the purchase of additional senior unsecured notes of the Company under the agreement in an aggregate principal amount of up to $200 million.

In 2018, the Company sold $150 million aggregate principal amount of senior unsecured notes due 2030 to NYL Investors LLC (“NYL”) and certain of its affiliates pursuant to the Note Purchase and Private Shelf Agreement dated March 6, 2018 between the Company, NYL and the other parties thereto. These notes bear interest at 3.96%, payable quarterly in arrears, and will mature on March 21, 2030, unless earlier redeemed by the Company. The Company used the proceeds for general corporate purposes.

Significant Accounting Policies

See Note 1, Note 3 and Note 9 to the condensed consolidated financial statements for information on the Company’s significant accounting policies.

Off-Balance Sheet Arrangements

The Company is a member of, and has equity ownership in, South Atlantic Canners, Inc. (“SAC”), a manufacturing cooperative comprised of Coca‑Cola bottlers, and has guaranteed $23.9 million of SAC’s debt as of June 30, 2019. In the event SAC fails to fulfill its commitments under the related debt, the Company would be responsible for payment to the lenders up to the level of the guarantee. The Company does not anticipate SAC will fail to fulfill its commitments related to the debt. The Company further believes SAC has sufficient assets, including production equipment, facilities and working capital, and the ability to adjust selling prices of its products to adequately mitigate the risk of material loss from the Company’s guarantee. See Note 20 to the condensed consolidated financial statements for additional information.

Hedging Activities

The Company uses derivative financial instruments to manage its exposure to movements in certain commodity prices. Fees paid by the Company for derivative instruments are amortized over the corresponding period of the instrument. The Company accounts for its commodity hedges on a mark-to-market basis with any expense or income reflected as an adjustment to cost of sales or SD&A expenses.

The Company uses several different financial institutions for commodity derivative instruments to minimize the concentration of credit risk. The Company has master agreements with the counterparties to its derivative financial agreements that provide for net settlement of derivative transactions. The net impact of the commodity hedges on the condensed consolidated statements of operations was as follows:

	Second Quarter					First Half
(in thousands)	2019		2018			2019			2018
Cost of sales - increase/(decrease)	$	7,784	$	(459	)	$	5,795		$	2,203
SD&A expenses - increase/(decrease)		388		(363	)		(1,985	)		(355	)
Net impact	$	8,172	$	(822	)	$	3,810		$	1,848

Cautionary Information Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report, or in other public filings, press releases, or other written or oral communications made by Coca‑Cola Consolidated, Inc. or its representatives, which are not historical facts, are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements address, among other things, Company plans, activities or events which the Company expects will or may occur in the future and may include express or implied projections of revenue or expenditures; statements of plans and objectives for future operations, growth or initiatives; statements of future economic performance, including, but not limited to, the state of the economy, capital investment and financing plans, net sales, cost of sales, SD&A expenses, gross profit, income tax rates, net income per diluted share, dividends, pension plan

contributions, estimated acquisition related contingent consideration payments; or statements regarding the outcome or impact of certain new accounting pronouncements and pending or threatened litigation. These statements include:

•

the Company’s beliefs and estimates regarding the impact of the adoption of certain new accounting pronouncements;

•

the Company’s belief that, at any given time, less than 1% of bottle/can sales and post-mix sales could be at risk for return by customers;

•

the Company’s belief that SAC, whose debt the Company guarantees, has sufficient assets and the ability to adjust selling prices of its products to adequately mitigate the risk of material loss from the Company’s guarantee and that the cooperative will perform its obligations under its debt commitments;

•

the Company’s belief that it has, and that other manufacturers from whom the Company purchases finished goods have, adequate production capacity to meet sales demand for sparkling and still beverages during peak periods;

•

the Company’s expectation that certain real estate and equipment operating lease commitments will commence in the remainder of 2019, have lease terms of 5 to 10 years and that the additional lease liability associated with these future lease commitments is expected to be $16.0 million;

•

the Company’s belief that the ultimate disposition of various claims and legal proceedings which have arisen in the ordinary course of its business will not have a material adverse effect on its financial condition, cash flows or results of operations and that no material amount of loss in excess of recorded amounts is reasonably possible as a result of these claims and legal proceedings;

•

the Company’s belief that it is competitive in its territories with respect to the principal methods of competition in the nonalcoholic beverage industry;

•

the Company’s belief that certain non-GAAP financial measures provide users with additional meaningful financial information that should be considered when assessing the Company’s ongoing performance;

•

the Company’s belief that it has sufficient sources of capital available to refinance its maturing debt, finance its business plan, meet its working capital requirements and maintain an appropriate level of capital spending for at least the next 12 months;

•

the Company’s belief that all the banks participating in the revolving credit facility have the ability to and will meet any funding requests from the Company;

•

the Company’s intention to refinance amounts due in the next twelve months under the term loan facility using the capacity under the revolving credit facility;

•

the Company’s estimate of the useful lives of certain acquired intangible assets and property, plant and equipment;

•

the Company’s estimate that a 10% increase in the market price of certain commodities included as part of its raw materials over the current market prices would cumulatively increase costs during the next 12 months by approximately $57.9 million, assuming no change in volume;

•

the Company’s expectation that the amount of uncertain tax positions may change over the next 12 months but that such changes will not have a significant impact on the condensed consolidated financial statements;

•

the Company’s belief that optimizing its expanded distribution footprint will be a key area of focus in the short-term in order to manage this significant cost to its business;

•

the Company’s estimates of certain inputs used in its calculations, including estimated rates of return, estimates of bad debts and amounts that will ultimately be collected, and estimates of inputs used in the calculation and adjustment of the fair value of its acquisition related contingent consideration liability related to the distribution territories subject to sub-bottling fees, such as the amounts that will be paid by the Company in the future under the Company’s comprehensive beverage agreement and the Company’s WACC;

•

the Company’s belief that the range of undiscounted amounts it could pay annually under the acquisition related contingent consideration arrangements is expected to be between $25 million to $49 million;

•

the Company’s belief that the covenants in its nonpublic debt will not restrict its liquidity or capital resources;

•

the Company’s belief that other parties to certain of its contractual arrangements will perform their obligations;

•

the Company’s belief that contributions to the two Company-sponsored pension plans is expected to be in the range of $1 million to $2 million for the remainder of 2019;

•

the Company’s belief that additions to property, plant and equipment for the remainder of 2019 are expected to be in the range of $90 million to $125 million and that total additions to property, plant and equipment in fiscal 2019 are expected to be in the range of $150 million to $180 million;

•

the Company’s belief that it has adequately provided for any assessments likely to result from audits by tax authorities in the jurisdictions in which the Company conducts business;

•

the Company’s belief that key priorities include acquisition synergies and cost optimization, revenue management, free cash flow generation and debt repayment, distribution network optimization and cost management;

•

the Company’s belief that the annualized effective tax rate for 2019 will be in the low 30% range;

•

the Company’s expectation that it will expand its West Memphis, Arkansas manufacturing plant by the end of fiscal 2020 and close its Memphis, Tennessee manufacturing plant upon completion of the West Memphis plant expansion and the Company’s expectation that the remaining costs associated with the closure of the Memphis, Tennessee manufacturing plant will not be material to the condensed consolidated financial statements; and

•

the Company’s hypothetical calculation that, if market interest rates average 1% more over the next twelve months than the interest rates as of June 30, 2019, interest expense for the next twelve months would increase by approximately $3.7 million, assuming no changes in the Company’s financial structure.

These forward-looking statements may be identified by the use of the words “believe,” “plan,” “estimate,” “expect,” “anticipate,” “probably,” “should,” “project,” “intend,” “continue,” and other similar terms and expressions. Various risks, uncertainties and other factors may cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking statements. Factors, uncertainties and risks that may result in actual results differing from such forward-looking information include, but are not limited to, those listed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for 2018, as well as other factors discussed throughout this Quarterly Report, including, without limitation, the factors described under “Significant Accounting Policies” in our condensed consolidated financial statements, or in other filings or statements made by the Company. All the forward-looking statements in this Quarterly Report and other documents or statements are qualified by these and other factors, risks and uncertainties.

Caution should be taken not to place undue reliance on the forward-looking statements included in this Quarterly Report. The Company assumes no obligation to update any forward-looking statements, even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized, except as may be required by law. In evaluating forward-looking statements, these risks and uncertainties should be considered, together with the other risks described from time to time in the Company’s other reports and documents filed with the Securities and Exchange Commission.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to certain market risks that arise in the ordinary course of business. The Company may enter into derivative financial instrument transactions to manage or reduce market risk. The Company does not enter into derivative financial instrument transactions for trading or speculative purposes. A discussion of the Company’s primary market risk exposure and interest rate risk is presented below.

Debt and Derivative Financial Instruments

The Company is subject to interest rate risk on its variable rate debt, including its revolving credit facility and term loan facility. Assuming no changes in the Company’s financial structure, if market interest rates average 1% more over the next twelve months than the interest rates as of June 30, 2019, interest expense for the next twelve months would increase by approximately $3.7 million. This amount was determined by calculating the effect of the hypothetical interest rate on the Company’s variable rate debt. This calculated, hypothetical increase in interest expense for the following twelve months may be different from the actual increase in interest expense from a 1% increase in interest rates due to varying interest rate reset dates on the Company’s variable rate debt.

The Company’s acquisition related contingent consideration, which is adjusted to fair value at each reporting period, is also impacted by changes in interest rates. The risk-free interest rate used to estimate the Company’s WACC is a component of the discount rate used to calculate the present value of future cash flows due under the Company’s comprehensive beverage agreement. As a result, any changes in the underlying risk-free interest rates will impact the fair value of the acquisition related contingent consideration and could materially impact the amount of noncash expense (or income) recorded each reporting period.

Raw Material and Commodity Price Risk

The Company is also subject to commodity price risk arising from price movements for certain commodities included as part of its raw materials. The Company manages this commodity price risk in some cases by entering into contracts with adjustable prices to hedge commodity purchases. The Company periodically uses derivative commodity instruments in the management of this risk. The Company estimates a 10% increase in the market prices of commodities included as part of its raw materials over the current market prices would cumulatively increase costs during the next 12 months by approximately $57.9 million assuming no change in volume.

Fees paid by the Company for agreements to hedge commodity purchases are amortized over the corresponding period of the instruments. The Company accounts for commodity hedges on a mark-to-market basis with any expense or income being reflected as an adjustment to cost of sales or SD&A expenses.

Effects of Changing Prices

The annual rate of inflation in the United States, as measured by year-over-year changes in the Consumer Price Index (the “CPI”), was 2.4% in 2018 and 2.1% in 2017. Inflation in the prices of those commodities important to the Company’s business is reflected in changes in the CPI, but commodity prices are volatile and in recent years have moved at a faster rate of change than the CPI.

The principal effect of inflation in both commodity and consumer prices on the Company’s operating results is to increase costs, both of goods sold and SD&A expenses. Although the Company can offset these cost increases by increasing selling prices for its products, consumers may not have the buying power to cover these increased costs and may reduce their volume of purchases of those products. In that event, selling price increases may not be sufficient to offset completely the Company’s cost increases.

Item 4.Controls and Procedures.

As of the end of the period covered by this Quarterly Report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), pursuant to Rule 13a-15(b) of the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2019.

There has been no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

The Company is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to all such lawsuits, claims and proceedings, the Company records reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on its results of operations, financial position or cash flows. The Company maintains liability insurance for certain risks that is subject to certain self-insurance limits.

Item 1A.

Risk Factors.

There have been no material changes in the Company’s risk factors from those disclosed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10‑K for 2018.

Item 6.

Exhibits.

Number	Description	Incorporated by Reference or Filed Herewith
3.1	Restated Certificate of Incorporation of the Company.	Exhibit 3.1 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended July 2, 2017 (File No. 0-9286).
3.2	Certificate of Amendment to the Restated Certificate of Incorporation of the Company.	Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 2, 2019 (File No. 0-9286).
3.3	Amended and Restated By-laws of the Company.	Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 2, 2019 (File No. 0-9286).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	Filed herewith.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.	Filed herewith.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.	Filed herewith.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.	Filed herewith.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	Filed herewith.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.	Filed herewith.
104	Cover 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.

SIGNATURES

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 thereunto duly authorized.

	COCA‑COLA CONSOLIDATED, INC.
	(REGISTRANT)

Date: August 6, 2019	By:	/s/ F. Scott Anthony
		F. Scott Anthony
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer of the Registrant)




Date: August 6, 2019	By:	/s/ William J. Billiard
		William J. Billiard
		Senior Vice President and Chief Accounting Officer
		(Principal Accounting Officer of the Registrant)

coke-ex311_8.htm

Exhibit 31.1

CERTIFICATION

I, J. Frank Harrison, III, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Coca-Cola Consolidated, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2019

By:

/s/ J. Frank Harrison, III

J. Frank Harrison, III

Chairman of the Board of Directors

and Chief Executive Officer

coke-ex312_6.htm

Exhibit 31.2

CERTIFICATION

I, F. Scott Anthony, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Coca-Cola Consolidated, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2019	By:	/s/ F. Scott Anthony
		F. Scott Anthony
		Executive Vice President and Chief Financial Officer

coke-ex32_7.htm

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Coca-Cola Consolidated, Inc. (the “Company”) for the quarter ended June 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, J. Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, and F. Scott Anthony, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ J. Frank Harrison, III

J. Frank Harrison, III

Chairman of the Board of Directors and

Chief Executive Officer

August 6, 2019

/s/ F. Scott Anthony

F. Scott Anthony

Executive Vice President and

Chief Financial Officer

August 6, 2019