Item 1. Financial Statements
Item 1. Financial Statements.
COCA ‑ COLA CONSOLIDATED, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
First Quarter
(in thousands, except per share data) 2021 2020
Net sales $ 1,269,857 $ 1,173,021
Cost of sales 821,154 767,726
Gross profit 448,703 405,295
Selling, delivery and administrative expenses 354,519 372,474
Income from operations 94,184 32,821
Interest expense, net 8,746 9,561
Other expense, net 12,055 2,298
Income before income taxes 73,383 20,962
Income tax expense 20,020 5,361
Net income 53,363 15,601
Less: Net income attributable to noncontrolling interest — 939
Net income attributable to Coca‑Cola Consolidated, Inc. $ 53,363 $ 14,662
Basic net income per share based on net income attributable to Coca‑Cola Consolidated, Inc.:
Common Stock $ 5.69 $ 1.56
Weighted average number of Common Stock shares outstanding 7,141 7,141
Class B Common Stock $ 5.69 $ 1.56
Weighted average number of Class B Common Stock shares outstanding 2,232 2,232
Diluted net income per share based on net income attributable to Coca‑Cola Consolidated, Inc.:
Common Stock $ 5.67 $ 1.55
Weighted average number of Common Stock shares outstanding – assuming dilution 9,409 9,444
Class B Common Stock $ 5.67 $ 1.55
Weighted average number of Class B Common Stock shares outstanding – assuming dilution 2,268 2,303
Cash dividends per share:
Common Stock $ 0.25 $ 0.25
Class B Common Stock $ 0.25 $ 0.25
See accompanying notes to condensed consolidated financial statements.
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COCA ‑ COLA CONSOLIDATED, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
First Quarter
(in thousands) 2021 2020
Net income $ 53,363 $ 15,601
Other comprehensive income (loss), net of tax:
Defined benefit plans reclassification including pension costs:
Actuarial gains 916 896
Prior service credits 1 4
Postretirement benefits reclassification included in benefits costs:
Actuarial gains 140 66
Interest rate swap 312 ( 1,015 )
Foreign currency translation adjustment ( 37 ) ( 1 )
Other comprehensive income (loss), net of tax 1,332 ( 50 )
Comprehensive income 54,695 15,551
Less: Comprehensive income attributable to noncontrolling interest — 939
Comprehensive income attributable to Coca‑Cola Consolidated, Inc. $ 54,695 $ 14,612
See accompanying notes to condensed consolidated financial statements.
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COCA ‑ COLA CONSOLIDATED, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share data) April 2, 2021 December 31, 2020
ASSETS
Current Assets:
Cash and cash equivalents $ 51,828 $ 54,793
Accounts receivable, trade 460,022 425,445
Allowance for doubtful accounts ( 20,648 ) ( 21,620 )
Accounts receivable from The Coca‑Cola Company 62,732 49,203
Accounts receivable, other 32,609 37,084
Inventories 257,363 225,757
Prepaid expenses and other current assets 76,592 74,146
Assets held for sale 6,350 6,429
Total current assets 926,848 851,237
Property, plant and equipment, net 1,021,198 1,022,722
Right-of-use assets - operating leases 129,445 134,383
Leased property under financing leases, net 68,453 69,867
Other assets 112,995 111,781
Goodwill 165,903 165,903
Distribution agreements, net 847,645 853,753
Customer lists, net 12,345 12,804
Total assets $ 3,284,832 $ 3,222,450
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of obligations under operating leases $ 19,388 $ 19,766
Current portion of obligations under financing leases 5,909 5,860
Accounts payable, trade 227,935 217,560
Accounts payable to The Coca‑Cola Company 142,295 107,181
Other accrued liabilities 219,584 205,141
Accrued compensation 62,536 87,608
Accrued interest payable 6,260 3,944
Total current liabilities 683,907 647,060
Deferred income taxes 159,845 139,423
Pension and postretirement benefit obligations 115,306 113,325
Other liabilities 666,885 679,280
Noncurrent portion of obligations under operating leases 115,487 119,923
Noncurrent portion of obligations under financing leases 68,756 69,984
Long-term debt 909,304 940,465
Total liabilities 2,719,490 2,709,460
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 shares issued
2,860 2,860
Additional paid-in capital 135,953 135,953
Retained earnings 595,300 544,280
Accumulated other comprehensive loss ( 117,721 ) ( 119,053 )
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 565,342 512,990
Total liabilities and equity $ 3,284,832 $ 3,222,450
See accompanying notes to condensed consolidated financial statements.
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COCA ‑ COLA CONSOLIDATED, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
First Quarter
(in thousands) 2021 2020
Cash Flows from Operating Activities:
Net income $ 53,363 $ 15,601
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense from property, plant and equipment and financing leases 37,716 37,799
Amortization of intangible assets and deferred proceeds, net 5,810 5,760
Deferred income taxes 19,980 5,910
Fair value adjustment of acquisition related contingent consideration 10,998 712
Loss on sale of property, plant and equipment 1,098 491
Impairment of property, plant and equipment 500 —
Amortization of debt costs 277 220
Change in current assets less current liabilities ( 38,662 ) ( 42,310 )
Change in other noncurrent assets 4,197 12,223
Change in other noncurrent liabilities ( 13,330 ) ( 4,117 )
Other ( 37 ) —
Total adjustments 28,547 16,688
Net cash provided by operating activities $ 81,910 $ 32,289
Cash Flows from Investing Activities:
Additions to property, plant and equipment $ ( 37,204 ) $ ( 33,093 )
Other distribution agreements ( 1,998 ) —
Investment in CONA Services LLC ( 514 ) ( 893 )
Proceeds from the sale of property, plant and equipment 74 1,658
Net cash used in investing activities $ ( 39,642 ) $ ( 32,328 )
Cash Flows from Financing Activities:
Borrowings under revolving credit facility $ — $ 185,000
Payments on revolving credit facility — ( 125,000 )
Payments on term loan facility ( 31,250 ) ( 7,500 )
Payments of acquisition related contingent consideration ( 10,046 ) ( 10,452 )
Cash dividends paid ( 2,343 ) ( 2,344 )
Payments on financing lease obligations ( 1,447 ) ( 1,485 )
Debt issuance fees ( 147 ) ( 46 )
Net cash provided by (used in) financing activities $ ( 45,233 ) $ 38,173
Net increase (decrease) in cash during period $ ( 2,965 ) $ 38,134
Cash at beginning of period 54,793 9,614
Cash at end of period $ 51,828 $ 47,748
Significant non-cash investing and financing activities:
Additions to property, plant and equipment accrued and recorded in accounts payable, trade $ 16,192 $ 12,748
Right-of-use assets obtained in exchange for operating lease obligations — 31,691
See accompanying notes to condensed consolidated financial statements.
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COCA ‑ COLA CONSOLIDATED, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
(in thousands, except share data) Common
Stock Class B
Common
Stock Additional
Paid-in
Capital 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 29, 2019 $ 10,204 $ 2,860 $ 128,983 $ 381,161 $ ( 115,002 ) $ ( 60,845 ) $ ( 409 ) $ 346,952 $ 104,164 $ 451,116
Net income — — — 14,662 — — — 14,662 939 15,601
Other comprehensive loss, net of tax — — — — ( 50 ) — — ( 50 ) — ( 50 )
Cash dividends paid:
Common Stock
($ 0.25 per share)
— — — ( 1,786 ) — — — ( 1,786 ) — ( 1,786 )
Class B Common Stock
($ 0.25 per share)
— — — ( 558 ) — — — ( 558 ) — ( 558 )
Balance on March 29, 2020 $ 10,204 $ 2,860 $ 128,983 $ 393,479 $ ( 115,052 ) $ ( 60,845 ) $ ( 409 ) $ 359,220 $ 105,103 $ 464,323
Balance on December 31, 2020 $ 10,204 $ 2,860 $ 135,953 $ 544,280 $ ( 119,053 ) $ ( 60,845 ) $ ( 409 ) $ 512,990 $ — $ 512,990
Net income — — — 53,363 — — — 53,363 — 53,363
Other comprehensive income, net of tax — — — — 1,332 — — 1,332 — 1,332
Cash dividends paid:
Common Stock
($ 0.25 per share)
— — — ( 1,785 ) — — — ( 1,785 ) — ( 1,785 )
Class B Common Stock
($ 0.25 per share)
— — — ( 558 ) — — — ( 558 ) — ( 558 )
Balance on April 2, 2021 $ 10,204 $ 2,860 $ 135,953 $ 595,300 $ ( 117,721 ) $ ( 60,845 ) $ ( 409 ) $ 565,342 $ — $ 565,342
See accompanying notes to condensed consolidated financial statements.
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COCA ‑ COLA CONSOLIDATED, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Critical Accounting Policies and Recent 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 quarters presented.
Each of the Company’s quarters, other than the fourth quarter, ends on the Friday closest to the last day of the corresponding quarterly calendar period. The Company’s fourth quarter and fiscal year end on December 31 regardless of the day of the week on which December 31 falls. The condensed consolidated financial statements presented are:
• The financial position as of April 2, 2021 and December 31, 2020.
• The results of operations and comprehensive income for the three-month periods ended April 2, 2021 (the “first quarter” of fiscal 2021 (“2021”)) and March 29, 2020 (the “first quarter” of fiscal 2020 (“2020”)).
• The changes in cash flows and equity for the first quarter of 2021 and the first quarter of 2020.
The condensed consolidated financial statements include the consolidated operations of the Company and its majority-owned subsidiaries. During 2020, Piedmont Coca-Cola Bottling Partnership (“Piedmont”) was the Company’s only subsidiary that had a significant noncontrolling interest. On December 9, 2020, an indirect wholly owned subsidiary of the Company purchased the remaining 22.7 % general partnership interest in Piedmont from an indirect wholly owned subsidiary of The Coca‑Cola Company, and Piedmont became an indirect wholly owned subsidiary of the Company.
The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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 2020 filed with the United States 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 the 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.
Critical Accounting Policies
In the ordinary course of business, the Company has made a number of estimates and assumptions relating to the reporting of its 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 2020 under the caption “Discussion of Critical Accounting Policies and Estimates and Recent Accounting Pronouncements” in “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 Company’s Board of Directors during the quarter in which a change is contemplated and prior to making such change.
Recently Adopted Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019‑12, “Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in income tax accounting and improves consistent application of and simplifies GAAP for other areas of income tax accounting by clarifying and amending existing guidance. The new guidance is effective for fiscal years
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beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2019-12 in the first quarter of 2021 and the adoption did not have a material impact on its condensed consolidated financial statements.
2. Related Party Transactions
The Coca‑Cola Company
The Company’s business consists primarily of the distribution, marketing and manufacture 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.
J. Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, together with the trustees of certain trusts established for the benefit of certain relatives of the late J. Frank Harrison, Jr., control shares representing approximately 86 % of the total voting power of the Company’s total outstanding Common Stock and Class B Common Stock on a consolidated basis.
As of April 2, 2021, 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. The number of shares of the Company’s Common Stock currently held by The Coca‑Cola Company gives it the right to have a designee proposed by the Company for nomination to the Company’s Board of Directors in the Company’s annual proxy statement. J. Frank Harrison, III and the trustees of the J. Frank Harrison, Jr. family trusts described above, have agreed to vote the shares of the Company’s Class B Common Stock that they control 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:
First Quarter
(in thousands) 2021 2020
Payments made by the Company to The Coca‑Cola Company for:
Concentrate, syrup, sweetener, finished products, and other purchases $ 307,425 $ 287,707
Customer marketing programs 32,694 32,991
Cold drink equipment parts 5,036 6,341
Brand investment programs 4,190 3,262
Payments made by The Coca‑Cola Company to the Company for:
Marketing funding support payments $ 18,351 $ 21,546
Fountain delivery and equipment repair fees 8,818 9,090
Facilitating the distribution of certain brands and packages 2,508 1,157
Presence marketing funding support on the Company’s behalf — 1,735
Coca‑Cola Refreshments USA, Inc. (“CCR”)
The Company, The Coca‑Cola Company and CCR, a wholly owned subsidiary of The Coca‑Cola Company, entered into comprehensive beverage agreements (collectively, the “CBA”). The CBA requires the Company to make quarterly sub-bottling payments to CCR on a continuing basis in exchange for the grant of exclusive rights to distribute, promote, market and sell the authorized brands of The Coca‑Cola Company and related products in certain distribution territories the Company acquired from CCR. These sub-bottling payments are based on gross profit derived from the Company’s sales of certain beverages and beverage products that are sold under the same trademarks that identify a covered beverage, a beverage product or certain cross-licensed brands.
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Sub-bottling payments to CCR were $ 10.0 million in the first quarter of 2021 and $ 10.5 million in the first quarter of 2020. 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) April 2, 2021 December 31, 2020
Current portion of acquisition related contingent consideration $ 38,014 $ 36,020
Noncurrent portion of acquisition related contingent consideration 397,732 398,674
Total acquisition related contingent consideration $ 435,746 $ 434,694
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 $ 22.4 million as of April 2, 2021 and $ 21.9 million as of December 31, 2020.
South Atlantic Canners, Inc. (“SAC”)
The Company is a shareholder of SAC, a manufacturing cooperative located 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 April 2, 2021 and $ 8.0 million as of December 31, 2020. The Company also guarantees a portion of SAC’s debt; see Note 20 for additional information.
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, which were classified as a reduction to cost of sales in the condensed consolidated statements of operations, were $ 2.3 million in the first quarter of 2021 and $ 2.4 million in the first quarter of 2020.
Coca‑Cola Bottlers’ Sales and Services Company, LLC (“CCBSS”)
Along with all 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 $ 7.6 million on April 2, 2021 and $ 6.3 million on December 31, 2020, 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 $ 0.6 million in both the first quarter of 2021 and the first quarter of 2020, 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 $ 12.0 million as of April 2, 2021 and $ 11.5 million as of December 31, 2020.
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 $ 5.9 million in the first quarter of 2021 and $ 5.8 million in the first quarter of 2020.
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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 is the majority stockholder and Morgan H. Everett, Vice Chair of the Company’s Board of Directors, is a minority stockholder. The annual base rent the Company is obligated to pay under this lease is subject to an adjustment for an inflation factor and the lease expires on December 31, 2029. The principal balance outstanding under this lease was $ 30.2 million on April 2, 2021 and $ 30.8 million on December 31, 2020.
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 is subject to an adjustment for an inflation factor and the lease expires on December 31, 2035. The principal balance outstanding under this lease was $ 61.2 million on April 2, 2021 and $ 61.9 million on December 31, 2020.
A summary of rental payments for these leases related to the first quarter of 2021 and the first quarter of 2020 is as follows:
First Quarter
(in thousands) 2021 2020
Company headquarters $ 945 $ 826
Snyder Production Center 1,113 1,113
Long-Term Performance Equity Plan
The Long-Term Performance Equity Plan compensates J. Frank Harrison, III based on the Company’s performance. Awards granted to Mr. Harrison 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 Compensation Committee of the Company’s Board of Directors. 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 20 trading days of the performance period. Compensation expense for the Long-Term Performance Equity Plan, which was included in SD&A expenses on the condensed consolidated statements of operations, was $ 1.9 million in the first quarter of 2021 and $ 1.8 million in the first quarter of 2020.
3. Revenue Recognition
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. Generally, the Company’s service contracts and contracts related to the delivery of specifically identifiable products have a single performance obligation. 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 quarter of 2021 and approximately 97 % of the Company’s net sales in the first quarter of 2020.
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 condensed consolidated financial statements.
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The following table represents a disaggregation of revenue from contracts with customers:
First Quarter
(in thousands) 2021 2020
Point in time net sales:
Nonalcoholic Beverages - point in time $ 1,225,212 $ 1,132,475
Total point in time net sales $ 1,225,212 $ 1,132,475
Over time net sales:
Nonalcoholic Beverages - over time $ 9,878 $ 10,106
All Other - over time 34,767 30,440
Total over time net sales $ 44,645 $ 40,546
Total net sales $ 1,269,857 $ 1,173,021
The Company’s allowance for doubtful accounts in the condensed consolidated balance sheets includes a reserve for customer returns and an allowance for credit losses. 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. Returned product is recognized as a reduction to net sales. The Company’s reserve for customer returns was $ 3.6 million as of both April 2, 2021 and December 31, 2020.
The Company estimates an allowance for credit losses, based on historic days’ sales outstanding trends, aged customer balances, previously written-off balances and expected recoveries up to balances previously written off, in order to present the net amount expected to be collected. Accounts receivable balances are written off when determined uncollectible and are recognized as a reduction to the allowance for credit losses. A reconciliation of the activity for the allowance for credit losses is as follows:
First Quarter
(in thousands) 2021 2020
Beginning balance - allowance for credit losses $ 18,070 $ 10,232
Additions charged to costs and expenses 1,270 3,167
Deductions ( 2,242 ) ( 787 )
Ending balance - allowance for credit losses $ 17,098 $ 12,612
4. Segments
The Company evaluates segment reporting in accordance with the FASB Accounting Standards Codification Topic 280, Segment Reporting, each reporting period, including evaluating the reporting package reviewed by the Chief Operating Decision Maker (the “CODM”). The Company has concluded the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer, as a group, represent the CODM. Asset information is not provided to the CODM.
The Company believes three operating segments exist. Nonalcoholic Beverages represents the vast majority of the Company’s consolidated net sales and income from operations. The additional two 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:
First Quarter
(in thousands) 2021 2020
Net sales:
Nonalcoholic Beverages $ 1,235,090 $ 1,142,581
All Other 89,949 81,301
Eliminations (1)
( 55,182 ) ( 50,861 )
Consolidated net sales $ 1,269,857 $ 1,173,021
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First Quarter
(in thousands) 2021 2020
Income from operations:
Nonalcoholic Beverages $ 95,042 $ 35,617
All Other ( 858 ) ( 2,796 )
Consolidated income from operations $ 94,184 $ 32,821
Depreciation and amortization:
Nonalcoholic Beverages $ 40,551 $ 40,758
All Other 2,975 2,801
Consolidated depreciation and amortization $ 43,526 $ 43,559
(1) The entire net sales elimination represents net sales from the All Other segment 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 Per Share
The following table sets forth the computation of basic net income per share and diluted net income per share under the two-class method:
First Quarter
(in thousands, except per share data) 2021 2020
Numerator for basic and diluted net income per Common Stock and Class B Common Stock share:
Net income attributable to Coca‑Cola Consolidated, Inc. $ 53,363 $ 14,662
Less dividends:
Common Stock 1,785 1,786
Class B Common Stock 558 558
Total undistributed earnings $ 51,020 $ 12,318
Common Stock undistributed earnings – basic $ 38,871 $ 9,385
Class B Common Stock undistributed earnings – basic 12,149 2,933
Total undistributed earnings – basic $ 51,020 $ 12,318
Common Stock undistributed earnings – diluted $ 38,722 $ 9,314
Class B Common Stock undistributed earnings – diluted 12,298 3,004
Total undistributed earnings – diluted $ 51,020 $ 12,318
Numerator for basic net income per Common Stock share:
Dividends on Common Stock $ 1,785 $ 1,786
Common Stock undistributed earnings – basic 38,871 9,385
Numerator for basic net income per Common Stock share $ 40,656 $ 11,171
Numerator for basic net income per Class B Common Stock share:
Dividends on Class B Common Stock $ 558 $ 558
Class B Common Stock undistributed earnings – basic 12,149 2,933
Numerator for basic net income per Class B Common Stock share $ 12,707 $ 3,491
Numerator for diluted net income per Common Stock share:
Dividends on Common Stock $ 1,785 $ 1,786
Dividends on Class B Common Stock assumed converted to Common Stock 558 558
Common Stock undistributed earnings – diluted 51,020 12,318
Numerator for diluted net income per Common Stock share $ 53,363 $ 14,662
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First Quarter
(in thousands, except per share data) 2021 2020
Numerator for diluted net income per Class B Common Stock share:
Dividends on Class B Common Stock $ 558 $ 558
Class B Common Stock undistributed earnings – diluted 12,298 3,004
Numerator for diluted net income per Class B Common Stock share $ 12,856 $ 3,562
Denominator for basic net income per Common Stock and Class B Common Stock share:
Common Stock weighted average shares outstanding – basic 7,141 7,141
Class B Common Stock weighted average shares outstanding – basic 2,232 2,232
Denominator for diluted net income 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) 9,409 9,444
Class B Common Stock weighted average shares outstanding – diluted 2,268 2,303
Basic net income per share:
Common Stock $ 5.69 $ 1.56
Class B Common Stock $ 5.69 $ 1.56
Diluted net income per share:
Common Stock $ 5.67 $ 1.55
Class B Common Stock $ 5.67 $ 1.55
NOTES TO TABLE
(1) For purposes of the diluted net income per share computation for Common Stock, all shares of Class B Common Stock are assumed to be converted; therefore, 100 % of undistributed earnings is allocated to Common Stock.
(2) For purposes of the diluted net income 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 includes the dilutive effect of shares relative to the Long-Term Performance Equity Plan . For periods presented during which the Company has net loss, the unvested shares granted pursuant to the Long-Term Performance Equity Plan are excluded from the computation of diluted net loss per share, as the effect would have been anti-dilutive. See Note 2 for additional information on the Long-Term Performance Equity Plan .
(4) The Long-Term Performance Equity Plan awards may be settled in cash and/or shares of the Company’s Class B Common Stock. Once an election has been made to settle an award in cash, the dilutive effect of shares relative to such award is prospectively removed from the denominator in the computation of diluted net income per share.
(5) The Company did no t have anti-dilutive shares for any periods presented.
6. Inventories
Inventories consisted of the following:
(in thousands)
April 2, 2021 December 31, 2020
Finished products
$ 166,978 $ 140,080
Manufacturing materials
50,045 47,081
Plastic shells, plastic pallets and other inventories
40,340 38,596
Total inventories
$ 257,363 $ 225,757
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7. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following:
(in thousands) April 2, 2021 December 31, 2020
Repair parts $ 26,955 $ 26,811
Prepaid taxes 7,873 8,428
Prepaid software 6,581 6,650
Prepaid marketing 6,023 4,773
Commodity hedges at fair market value 3,321 2,417
Other prepaid expenses and other current assets 25,839 25,067
Total prepaid expenses and other current assets $ 76,592 $ 74,146
8. Assets Held for Sale
Subsequent to the end of the first quarter of 2021, the Company opened a new, automated distribution center in Whitestown, Indiana, which allowed the Company to consolidate certain nearby warehousing and distribution operations into this one new facility. The Company believes the increased capacity and automation in Whitestown will allow the Company to optimize its supply chain and to better serve its customers and consumers in Indiana and the surrounding areas. In addition, the Company is in the process of integrating its Memphis, Tennessee manufacturing plant with its West Memphis, Arkansas operations, which is expected to greatly expand its West Memphis production capabilities and to reduce its overall production costs.
As of April 2, 2021, certain properties owned by the Company, which are primarily those being consolidated in the Company’s supply chain optimization discussed above, met the accounting guidance criteria to be classified as assets held for sale. All properties classified as held for sale are included in the Nonalcoholic Beverages segment. There are not any liabilities held for sale associated with these properties and none meet the accounting guidance criteria to be classified as discontinued operations.
Following is a summary of the assets held for sale:
(in thousands) April 2, 2021 December 31, 2020
Land $ 2,547 $ 2,559
Buildings and leasehold and land improvements 3,803 3,870
Total assets held for sale $ 6,350 $ 6,429
An impairment of $ 1.6 million was recorded in 2020 for these locations as a result of the net book value exceeding the agreed upon purchase price of one of the locations.
9. Property, Plant and Equipment, Net
The principal categories and estimated useful lives of property, plant and equipment, net were as follows:
(in thousands) April 2, 2021 December 31, 2020 Estimated Useful Lives
Land $ 81,981 $ 81,981
Buildings 259,748 240,173 8 - 50 years
Machinery and equipment 405,341 392,998 5 - 20 years
Transportation equipment 449,350 445,218 3 - 20 years
Furniture and fixtures 94,923 96,606 3 - 10 years
Cold drink dispensing equipment 456,953 465,881 3 - 17 years
Leasehold and land improvements 164,792 155,077 5 - 20 years
Software for internal use 47,139 46,569 3 - 10 years
Construction in progress 31,460 54,505
Total property, plant and equipment, at cost 1,991,687 1,979,008
Less: Accumulated depreciation and amortization 970,489 956,286
Property, plant and equipment, net $ 1,021,198 $ 1,022,722
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10. Leases
Following is a summary of the weighted average remaining lease term and the weighted average discount rate for the Company’s leases:
April 2, 2021 December 31, 2020
Weighted average remaining lease term:
Operating leases 9.3 years 9.4 years
Financing leases 13.2 years 13.4 years
Weighted average discount rate:
Operating leases 4.0 % 4.0 %
Financing leases 3.2 % 3.2 %
Following is a summary of the Company’s leases within the condensed consolidated statements of operations:
First Quarter
(in thousands) 2021 2020
Operating lease costs $ 6,254 $ 6,054
Short-term and variable leases 3,877 3,490
Depreciation expense from financing leases 1,414 925
Interest expense on financing lease obligations 584 266
Total lease cost $ 12,129 $ 10,735
The future minimum lease payments related to the Company’s leases include renewal options the Company has determined to be reasonably certain 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 April 2, 2021:
(in thousands) Operating Leases Financing Leases
Remainder of 2021 $ 17,926 $ 5,317
2022 20,970 7,145
2023 18,125 7,201
2024 15,330 7,396
2025 13,747 7,593
Thereafter 77,353 55,826
Total minimum lease payments including interest $ 163,451 $ 90,478
Less: Amounts representing interest 28,576 15,813
Present value of minimum lease principal payments 134,875 74,665
Less: Current portion of lease liabilities 19,388 5,909
Noncurrent portion of lease liabilities $ 115,487 $ 68,756
Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of December 31, 2020:
(in thousands) Operating Leases Financing Leases
2021 $ 24,056 $ 7,079
2022 20,970 7,145
2023 18,125 7,201
2024 15,330 7,396
2025 13,747 7,593
Thereafter 77,353 55,827
Total minimum lease payments including interest $ 169,581 $ 92,241
Less: Amounts representing interest 29,892 16,397
Present value of minimum lease principal payments 139,689 75,844
Less: Current portion of lease liabilities 19,766 5,860
Noncurrent portion of lease liabilities $ 119,923 $ 69,984
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Following is a summary of the Company’s leases within the condensed consolidated statements of cash flows:
First Quarter
(in thousands) 2021 2020
Cash flows from operating activities impact:
Operating leases $ 6,129 $ 4,195
Interest payments on financing lease obligations 316 266
Total cash flows from operating activities impact $ 6,445 $ 4,461
Cash flows from financing activities impact:
Principal payments on financing lease obligations $ 1,447 $ 1,485
Total cash flows from financing activities impact $ 1,447 $ 1,485
As of April 2, 2021, the Company had one equipment and two vehicle operating lease commitments that had not yet commenced. These lease commitments are expected to commence during the second quarter of 2021. The equipment lease has a lease term of approximately 10 years and the vehicle leases have lease terms of approximately three years . The additional lease liability associated with these lease commitments is expected to be $ 4.7 million.
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)
April 2, 2021 December 31, 2020
Distribution agreements at cost
$ 952,547 $ 952,533
Less: Accumulated amortization
104,902 98,780
Distribution agreements, net
$ 847,645 $ 853,753
12. Customer Lists, Net
Customer lists, net, which are amortized on a straight-line basis and have an estimated useful life of five to 12 years, consisted of the following:
(in thousands)
April 2, 2021 December 31, 2020
Customer lists at cost $ 25,288 $ 25,288
Less: Accumulated amortization 12,943 12,484
Customer lists, net $ 12,345 $ 12,804
13. Other Accrued Liabilities
Other accrued liabilities consisted of the following:
(in thousands) April 2, 2021 December 31, 2020
Accrued insurance costs $ 51,022 $ 48,318
Accrued marketing costs 40,054 38,539
Current portion of acquisition related contingent consideration 38,014 36,020
Employee and retiree benefit plan accruals 32,531 31,653
Current portion of deferred payroll taxes under CARES Act 18,706 18,706
Accrued taxes (other than income taxes) 8,629 6,178
All other accrued expenses 30,628 25,727
Total other accrued liabilities $ 219,584 $ 205,141
The Company has taken advantage of certain provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which allow an employer to defer the deposit and payment of the employer’s portion of social security taxes that would otherwise be due on or after March 27, 2020 and before January 1, 2021. The law permits an employer to deposit half of these deferred payments by December 31, 2021 and the other half by December 31, 2022. The Company intends to repay a portion of the deferred payroll taxes in the next 12 months and has classified this portion as current.
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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 commodity derivative instruments. The Company does not use commodity derivative instruments for trading or speculative purposes. These commodity derivative instruments are not designated as hedging instruments under GAAP and are used as “economic hedges” to manage certain commodity price risk. 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 counterparties.
Commodity derivative instruments held by the Company are marked to market on a monthly basis and recognized in earnings consistent with the expense classification of the underlying hedged item. The Company generally pays a fee for these commodity derivative instruments, which is amortized over the corresponding period of each commodity derivative instrument. Settlements of commodity derivative instruments are included in cash flows from operating activities in the condensed consolidated statements of cash flows. The following table summarizes pre-tax changes in the fair values of the Company’s commodity derivative instruments and the classification of such changes in the condensed consolidated statements of operations:
First Quarter
(in thousands) 2021 2020
Cost of sales $ 288 $ ( 1,536 )
Selling, delivery and administrative expenses 560 ( 2,329 )
Total gain (loss) $ 848 $ ( 3,865 )
All commodity derivative instruments are recorded at fair value as either assets or liabilities in the condensed consolidated balance sheets. The Company has master agreements with the counterparties to its commodity derivative instruments 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 condensed consolidated balance sheets and the net amounts of derivative liabilities are recognized in either other accrued liabilities or other liabilities in the condensed consolidated balance sheets. The following table summarizes the fair values of the Company’s commodity derivative instruments and the classification of such instruments in the condensed consolidated balance sheets:
(in thousands) April 2, 2021 December 31, 2020
Assets:
Prepaid expenses and other current assets $ 3,321 $ 2,417
Other assets — 56
Total assets $ 3,321 $ 2,473
The following table summarizes the Company’s gross commodity derivative instrument assets and gross commodity derivative instrument liabilities in the condensed consolidated balance sheets:
(in thousands) April 2, 2021 December 31, 2020
Gross commodity derivative instrument assets $ 4,383 $ 2,473
Gross commodity derivative instrument liabilities 1,062 —
The following table summarizes the Company’s outstanding commodity derivative instruments:
(in thousands) April 2, 2021 December 31, 2020
Notional amount of outstanding commodity derivative instruments $ 30,888 $ 23,030
Latest maturity date of outstanding commodity derivative instruments December 2021 December 2021
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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 Methods and Assumptions
Deferred compensation plan assets and liabilities Level 1 The fair value of the Company’s nonqualified 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 values of the securities held within the mutual funds.
Commodity derivative instruments Level 2 The fair values of the Company’s commodity derivative instruments are based on current settlement values at each balance sheet date, which represent the estimated amounts the Company would have received or paid upon termination of these instruments. The Company’s credit risk related to the commodity derivative instruments is managed by requiring high standards for its counterparties and periodic settlements. The Company considers nonperformance risk in determining the fair values of commodity derivative instruments.
Long-term debt Level 2 The carrying amounts of the Company’s variable rate debt approximate the fair values due to variable interest rates with short reset periods. The fair values of the Company’s fixed rate debt are based on estimated current market prices.
Acquisition related contingent consideration Level 3 The fair value of the Company’s acquisition related contingent consideration is based on internal forecasts and the weighted average cost of capital (“WACC”) derived from market data.
The following tables summarize the carrying amounts and fair values by level of the Company’s deferred compensation plan assets and liabilities, commodity derivative instruments, long-term debt and acquisition related contingent consideration:
April 2, 2021
(in thousands) Carrying
Amount Total
Fair Value Fair Value
Level 1 Fair Value
Level 2 Fair Value
Level 3
Assets:
Deferred compensation plan assets $ 52,595 $ 52,595 $ 52,595 $ — $ —
Commodity derivative instruments 3,321 3,321 — 3,321 —
Liabilities:
Deferred compensation plan liabilities 52,595 52,595 52,595 — —
Long-term debt 909,304 967,350 — 967,350 —
Acquisition related contingent consideration 435,746 435,746 — — 435,746
December 31, 2020
(in thousands) Carrying
Amount Total
Fair Value Fair Value
Level 1 Fair Value
Level 2 Fair Value
Level 3
Assets:
Deferred compensation plan assets $ 51,742 $ 51,742 $ 51,742 $ — $ —
Commodity derivative instruments 2,473 2,473 — 2,473 —
Liabilities:
Deferred compensation plan liabilities 51,742 51,742 51,742 — —
Long-term debt 940,465 1,015,700 — 1,015,700 —
Acquisition related contingent consideration 434,694 434,694 — — 434,694
The acquisition related contingent consideration was 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
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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 applicable distribution assets acquired from CCR, 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 liability and could materially impact the amount of non-cash expense (or income) recorded each reporting period.
The acquisition related contingent consideration liability is the Company’s only Level 3 asset or liability. A summary of the Level 3 activity is as follows:
First Quarter
(in thousands) 2021 2020
Beginning balance - Level 3 liability $ 434,694 $ 446,684
Payments of acquisition related contingent consideration ( 10,046 ) ( 10,452 )
Reclassification to current payables 100 150
Increase in fair value 10,998 712
Ending balance - Level 3 liability $ 435,746 $ 437,094
As of April 2, 2021 and March 29, 2020, discount rates of 7.9 % and 7.4 %, respectively, were utilized in the valuation of the Company’s acquisition related contingent consideration liability. The increase in the fair value of the acquisition related contingent consideration liability in the first quarter of 2021 and the first quarter of 2020 was primarily driven by higher projections of future cash flows in the distribution territories subject to sub-bottling fees, partially offset by an increase in the discount rate used to calculate fair value. 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 the acquisition related contingent consideration arrangements for the distribution territories subject to sub-bottling fees is expected to be in the range of $ 30 million to $ 54 million.
16. Income Taxes
The Company’s effective income tax rate was 27.3 % for the first quarter of 2021 and 25.6 % for the first quarter of 2020. The increase in the effective income tax rate was primarily driven by the favorable tax benefit attributable to an income tax credit recorded during the first quarter of 2020, which did not reoccur in the first quarter of 2021.
The Company had uncertain tax positions, including accrued interest, of $ 2.7 million on April 2, 2021 and $ 2.6 million on December 31, 2020, all of which would affect the Company’s effective income 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 2007 remain open to examination by the Internal Revenue Service, and various tax years beginning in year 1998 remain open to examination by certain state taxing authorities.
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.
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The components of net periodic pension cost were as follows:
First Quarter
(in thousands) 2021 2020
Service cost $ 1,863 $ 1,659
Interest cost 2,453 2,760
Expected return on plan assets ( 3,250 ) ( 3,383 )
Recognized net actuarial loss 1,219 1,189
Amortization of prior service cost 1 5
Net periodic pension cost $ 2,286 $ 2,230
The Company did no t make any contributions to the two Company-sponsored pension plans during the first quarter of 2021. Contributions to the two Company-sponsored pension plans in 2021 are expected to be in the range of $ 8 million to $ 12 million.
Postretirement Benefits
The Company provides postretirement benefits for employees meeting specified criteria . The Company recognizes the cost of postretirement benefits, which consist principally of medical benefits, during employees’ periods of active service. The Company does not prefund 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:
First Quarter
(in thousands) 2021 2020
Service cost $ 403 $ 376
Interest cost 447 503
Recognized net actuarial loss 186 88
Net periodic postretirement benefit cost $ 1,036 $ 967
18. Other Liabilities
Other liabilities consisted of the following:
(in thousands) April 2, 2021 December 31, 2020
Noncurrent portion of acquisition related contingent consideration $ 397,732 $ 398,674
Accruals for executive benefit plans 133,539 144,101
Noncurrent deferred proceeds from related parties 108,590 109,361
Noncurrent portion of deferred payroll taxes under CARES Act 18,706 18,706
Other 8,318 8,438
Total other liabilities $ 666,885 $ 679,280
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19. Long-Term Debt
Following is a summary of the Company’s long-term debt:
(in thousands) Maturity
Date Interest
Rate Interest
Paid Public/
Nonpublic April 2,
2021 December 31,
2020
Term loan facility (1)
6/7/2021 Variable Varies Nonpublic $ 186,250 $ 217,500
Senior notes 2/27/2023 3.28 % Semi-annually Nonpublic 125,000 125,000
Revolving credit facility (2)
6/8/2023 Variable Varies Nonpublic — —
Senior bonds (3)
11/25/2025 3.80 % Semi-annually Public 350,000 350,000
Senior notes 10/10/2026 3.93 % Quarterly Nonpublic 100,000 100,000
Senior notes 3/21/2030 3.96 % Quarterly Nonpublic 150,000 150,000
Unamortized discount on senior bonds (3)
11/25/2025 ( 44 ) ( 43 )
Debt issuance costs ( 1,902 ) ( 1,992 )
Total long-term debt $ 909,304 $ 940,465
(1) The Company intends to refinance principal payments due in the next 12 months under the term loan facility, and has the capacity to do so using its revolving credit facility, which is classified as long-term debt, and the Company is not restricted by any subjective acceleration clause within the revolving credit agreement. As such, any amounts due in the next 12 months were classified as long term.
(2) The Company’s revolving credit facility has an aggregate maximum borrowing capacity of $ 500 million.
(3) 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.
In 2019, the Company entered into a $ 100 million fixed rate swap maturing June 7, 2021 , to hedge a portion of the interest rate risk on the Company’s term loan facility. This interest rate swap is designated as a cash flow hedging instrument and changes in its fair value are not expected to be material to the condensed consolidated balance sheets. Changes in the fair value of this interest rate swap were classified as accumulated other comprehensive loss on the condensed consolidated balance sheets and included in the condensed consolidated statements of comprehensive income.
The indenture under which the Company’s senior bonds were issued does not include financial covenants but does 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 was 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 agreement. The Company was in compliance with these covenants as of April 2, 2021. 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 7.2 million cases and 7.7 million cases of finished product from SAC in the first quarter of 2021 and the first quarter of 2020, respectively.
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The following table summarizes the Company’s purchases from these manufacturing cooperatives:
First Quarter
(in thousands) 2021 2020
Purchases from Southeastern $ 27,544 $ 31,028
Purchases from SAC 41,253 41,834
Total purchases from manufacturing cooperatives $ 68,797 $ 72,862
The Company guarantees a portion of SAC’s debt, which expires at various dates through 2024. The amount guaranteed was $ 14.7 million on both April 2, 2021 and December 31, 2020. 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.
The Company holds no assets as collateral against the SAC guarantee, the fair value of which is immaterial to the condensed consolidated financial statements. The Company monitors its investment in SAC and would be required to write down its investment if an impairment, other than a temporary impairment, was identified. No impairment of the Company’s investment in SAC was identified as of April 2, 2021, and there was no impairment identified in 2020.
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 $ 37.6 million on both April 2, 2021 and December 31, 2020.
The Company participates in long-term marketing contractual arrangements with certain prestige properties, athletic venues and other locations. As of April 2, 2021, the future payments related to these contractual arrangements, which expire at various dates through 2033, amounted to $ 155.7 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 the ultimate disposition of these matters will not have a material adverse effect on the financial condition, results of operations or cash flows 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. Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) (“AOCI(L)”) is comprised of adjustments to the Company’s pension and postretirement medical benefit plans, the interest rate swap on the Company’s term loan facility and the foreign currency translation for a subsidiary of the Company that performs data analysis and provides consulting services outside the United States.
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Following is a summary of AOCI(L) for the first quarter of 2021 and the first quarter of 2020:
(in thousands) December 31, 2020 Pre-tax Activity Tax Effect April 2, 2021
Net pension activity:
Actuarial loss $ ( 93,847 ) $ 1,219 $ ( 303 ) $ ( 92,931 )
Prior service credits 8 1 — 9
Net postretirement benefits activity:
Actuarial loss ( 4,328 ) 186 ( 46 ) ( 4,188 )
Prior service costs ( 624 ) — — ( 624 )
Interest rate swap ( 556 ) 415 ( 103 ) ( 244 )
Foreign currency translation adjustment 14 ( 49 ) 12 ( 23 )
Reclassification of stranded tax effects ( 19,720 ) — — ( 19,720 )
Total AOCI(L) $ ( 119,053 ) $ 1,772 $ ( 440 ) $ ( 117,721 )
(in thousands) December 29, 2019 Pre-tax Activity Tax Effect March 29, 2020
Net pension activity:
Actuarial loss $ ( 93,174 ) $ 1,189 $ ( 293 ) $ ( 92,278 )
Prior service costs ( 7 ) 5 ( 1 ) ( 3 )
Net postretirement benefits activity:
Actuarial loss ( 1,191 ) 88 ( 22 ) ( 1,125 )
Prior service costs ( 624 ) — — ( 624 )
Interest rate swap ( 270 ) ( 1,347 ) 332 ( 1,285 )
Foreign currency translation adjustment ( 16 ) ( 1 ) — ( 17 )
Reclassification of stranded tax effects ( 19,720 ) — — ( 19,720 )
Total AOCI(L) $ ( 115,002 ) $ ( 66 ) $ 16 $ ( 115,052 )
Following is a summary of the impact of AOCI(L) on the condensed consolidated statements of operations:
First Quarter 2021
(in thousands) Net Pension Activity Net Postretirement Benefits Activity Interest Rate Swap Foreign Currency Translation Adjustment Total
Cost of sales $ 348 $ 103 $ — $ — $ 451
Selling, delivery and administrative expenses 872 83 415 ( 49 ) 1,321
Subtotal pre-tax 1,220 186 415 ( 49 ) 1,772
Income tax expense (benefit) 303 46 103 ( 12 ) 440
Total after tax effect $ 917 $ 140 $ 312 $ ( 37 ) $ 1,332
First Quarter 2020
(in thousands) Net Pension Activity Net Postretirement Benefits Activity Interest Rate Swap Foreign Currency Translation Adjustment Total
Cost of sales $ 334 $ 48 $ — $ — $ 382
Selling, delivery and administrative expenses 860 40 ( 1,347 ) ( 1 ) ( 448 )
Subtotal pre-tax 1,194 88 ( 1,347 ) ( 1 ) ( 66 )
Income tax expense (benefit) 294 22 ( 332 ) — ( 16 )
Total after tax effect $ 900 $ 66 $ ( 1,015 ) $ ( 1 ) $ ( 50 )
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22. Supplemental Disclosures of Cash Flow Information
Changes in current assets and current liabilities affecting cash flows were as follows:
First Quarter
(in thousands) 2021 2020
Accounts receivable, trade $ ( 34,577 ) $ ( 37,316 )
Allowance for doubtful accounts ( 972 ) 2,380
Accounts receivable from The Coca‑Cola Company ( 13,529 ) 5,751
Accounts receivable, other 4,475 939
Inventories ( 31,606 ) ( 2,698 )
Prepaid expenses and other current assets ( 2,446 ) ( 4,131 )
Accounts payable, trade 13,192 29,044
Accounts payable to The Coca‑Cola Company 35,114 28,067
Other accrued liabilities 14,443 ( 27,263 )
Accrued compensation ( 25,072 ) ( 39,347 )
Accrued interest payable 2,316 2,264
Change in current assets less current liabilities $ ( 38,662 ) $ ( 42,310 )
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.