WHITMAN CORPORATION
FORM 10-Q
SECOND QUARTER 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2000
------------
/ / 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 001-15019
WHITMAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-6167838
----------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3501 Algonquin Road, Rolling Meadows, Illinois 60008
---------------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 818-5000
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 /x/ NO / /
As of July 29, 2000, the Registrant had 136,346,601 outstanding shares
(excluding treasury shares) of common stock, par value $0.01 per share, the
Registrant's only class of common stock.
<PAGE>
CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Income 2
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Cash Flows 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURE 16
1
<PAGE>
WHITMAN CORPORATION
FORM 10-Q
SECOND QUARTER 2000
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited and in millions, except per share data)
<TABLE>
<CAPTION>
Second Quarter First Half
------------------------ ------------------------
2000 1999 2000 1999
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Sales $ 682.6 $ 505.2 $ 1,231.5 $ 875.5
Cost of goods sold 403.5 298.1 723.2 517.8
--------- -------- --------- --------
Gross profit 279.1 207.1 508.3 357.7
Selling, general and administrative expenses 189.7 141.4 371.2 256.9
Amortization expense 10.3 5.5 20.4 9.4
Special charges -- 23.4 -- 23.4
--------- -------- --------- --------
Operating income 79.1 36.8 116.7 68.0
Interest expense, net (21.3) (14.2) (41.6) (25.5)
Other income (expense), net 0.9 (54.4) 3.0 (47.8)
--------- -------- --------- --------
Income (loss) before income taxes 58.7 (31.8) 78.1 (5.3)
Income taxes 28.1 (24.2) 37.3 (15.9)
--------- -------- --------- --------
Income (loss) from continuing operations
before minority interest 30.6 (7.6) 40.8 10.6
Minority interest -- 2.7 -- 6.6
--------- -------- --------- --------
Income (loss) from continuing operations 30.6 (10.3) 40.8 4.0
Income (loss) from discontinued operations after
taxes 8.9 (27.2) 8.9 (27.2)
--------- -------- --------- --------
Net income (loss) $ 39.5 $ (37.5) $ 49.7 $ (23.2)
========= ======== ========= ========
Weighted average common shares:
Basic 136.4 114.9 137.2 105.5
Incremental effect of stock options 0.3 -- 0.4 1.2
--------- -------- --------- --------
Diluted 136.7 114.9 137.6 106.7
========= ======== ========= ========
Income (loss) per share - basic:
Continuing operations $ 0.22 $ (0.09) $ 0.30 $ 0.04
Discontinued operations 0.07 (0.24) 0.06 (0.26)
-------- -------- --------- --------
Net income (loss) $ 0.29 $ (0.33) $ 0.36 $ (0.22)
======== ======== ========= ========
Income (loss) per share - diluted:
Continuing operations $ 0.22 $ (0.09) $ 0.30 $ 0.04
Discontinued operations 0.07 (0.24) 0.06 (0.26)
-------- -------- --------- --------
Net income (loss) $ 0.29 $ (0.33) $ 0.36 $ (0.22)
======== ======== ========= ========
Cash dividends per share $ -- $ 0.01 $ 0.04 $ 0.06
======== ======== ========= ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
WHITMAN CORPORATION
FORM 10-Q
SECOND QUARTER 2000
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
<TABLE>
<CAPTION>
End of Second End of Fiscal
Quarter 2000 Year 1999
-------------- ------------
(unaudited)
<S> <C> <C>
ASSETS:
Current assets:
Cash and equivalents $ 103.7 $ 114.5
Receivables 308.2 265.1
Inventories 127.3 112.1
Other current assets 35.8 46.3
------------ -------------
Total current assets 575.0 538.0
Investments 55.8 47.9
Property (at cost) 1,433.1 1,384.5
Accumulated depreciation and amortization (596.8) (552.8)
------------ -------------
Net property 836.3 831.7
------------ -------------
Intangible assets, net 1,408.0 1,416.3
Other assets 36.3 30.4
------------ -------------
Total assets $ 2,911.4 $ 2,864.3
============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Short-term debt, including current maturities of long-term debt $ 432.4 $ 373.3
Accounts and dividends payable 201.1 192.2
Other current liabilities 167.1 173.6
------------ -------------
Total current liabilities 800.6 739.1
------------ -------------
Long-term debt 808.7 809.0
Deferred income taxes 65.3 71.1
Other liabilities 88.2 102.9
Shareholders' equity:
Preferred stock ($0.01 par value, 12.5 million shares authorized;
no shares issued) -- --
Common stock ($0.01 par value, 350.0 million shares authorized;
167.3 million shares issued) 1,634.0 1,634.4
Retained income 121.0 76.7
Accumulated other comprehensive loss:
Cumulative translation adjustment (32.7) (24.4)
Unrealized investment gain 7.0 2.1
------------ -------------
Accumulated other comprehensive loss (25.7) (22.3)
------------ -------------
Treasury stock (31.0 million shares - 2000
and 28.2 million shares - 1999) (580.7) (546.6)
------------ -------------
Total shareholders' equity 1,148.6 1,142.2
------------ -------------
Total liabilities and shareholders' equity $ 2,911.4 $ 2,864.3
============ =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
WHITMAN CORPORATION
FORM 10-Q
SECOND QUARTER 2000
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in millions)
<TABLE>
<CAPTION>
First Half
-----------------------------
2000 1999
------------ -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations $ 40.8 $ 4.0
Adjustments to reconcile to net cash provided by continuing operations:
Depreciation and amortization 81.4 47.1
Deferred income taxes (3.4) (50.1)
Gain on sale of franchises (1.4) (8.0)
Special charges and real estate impairment -- 79.7
Cash outlays related to special charges (11.1) (6.3)
Other 0.3 7.0
Changes in assets and liabilities, exclusive of acquisitions:
Increase in receivables (43.5) (58.4)
Increase in inventories (15.3) (2.6)
Increase in payables 8.9 37.8
Net change in other assets and liabilities 17.2 (15.9)
----------- -----------
Net cash provided by continuing operations 73.9 34.3
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of franchises, net of cash divested 2.5 113.6
Franchises acquired, net of cash acquired (2.5) (105.7)
Capital investments, net (87.6) (79.2)
Proceeds from investments -- 7.1
----------- -----------
Net cash used in investing activities (87.6) (64.2)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings of short-term debt 134.3 11.5
Proceeds from issuance of long-term debt -- 298.0
Repayment of long-term debt (75.7) (30.8)
Common stock dividends (5.5) (6.0)
Treasury stock purchases (35.7) (251.9)
Issuance of common stock 1.2 1.4
----------- -----------
Net cash provided by financing activities 18.6 22.2
----------- -----------
Net cash used in discontinued operations (15.4) (15.5)
Effect of exchange rate changes on cash and equivalents (0.3) (0.6)
----------- -----------
Change in cash and equivalents (10.8) (23.8)
Cash and equivalents at beginning of first half 114.5 147.6
----------- -----------
Cash and equivalents at end of first half $ 103.7 $ 123.8
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
WHITMAN CORPORATION
FORM 10-Q
SECOND QUARTER 2000
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The condensed consolidated financial statements included herein have been
prepared by Whitman Corporation ("Whitman" or the "Company") without
audit. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules
and regulations of the Securities and Exchange Commission, although the
Company believes that the disclosures made are adequate to make the
information presented not misleading. It is suggested that these condensed
consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's 1999
Annual Report on Form 10-K. In the opinion of management, the information
furnished herein reflects all adjustments (consisting only of normal,
recurring adjustments) necessary for a fair statement of results for the
interim periods presented. Certain prior year amounts have been
reclassified to conform to the current year presentation.
2. Through its principal operating company, Pepsi-Cola General Bottlers, Inc.
("Pepsi General"), the Company produces, distributes, sells and markets
carbonated and non-carbonated Pepsi-Cola beverages and a variety of other
non-alcoholic beverages in the United States and Central Europe. Pepsi
General accounts for about 17 percent of all Pepsi-Cola products sold in
the U.S. It serves a significant portion of a ten state region, primarily
in the Midwest, with a population of approximately 35 million people. In
addition, Pepsi General serves a population of approximately 65 million
people in its territories in Poland, Hungary, the Czech Republic and the
Republic of Slovakia. The Company's business is highly seasonal.
3. The Company's fiscal year consists of 52 or 53 weeks ending on the
Saturday closest to December 31; fiscal 1999 ended on January 1, 2000. The
Company's second quarters of 2000 and 1999 were based on the thirteen
weeks ended July 1, 2000 and July 3, 1999, respectively.
4. On January 25, 1999, the Company announced that its Board of Directors had
approved a new business relationship with PepsiCo, Inc. ("PepsiCo"). The
new relationship was approved by Whitman shareholders on May 20, 1999 and
is more fully described in the Company's 1999 Annual Report on Form 10-K.
In connection with the new relationship, the Company sold to PepsiCo its
operations in Marion, Virginia; Princeton, West Virginia and the St.
Petersburg area of Russia. This sale resulted in a preliminary pretax gain
of $11.4 million, which was recorded in the first quarter of 1999 and is
included in "Other income (expense), net" on the Condensed Consolidated
Statements of Income. The gain, after taxes and minority interest, was
$8.0 million, or eight cents per share. In the fourth quarter of 1999, the
preliminary pretax gain was increased by $1.9 million as a result of
recording certain final working capital adjustments.
Whitman acquired certain domestic and Central European territories from
PepsiCo as a result of the new business relationship, which have been
accounted for under the purchase method. Accordingly, the results of
operations of the acquired territories have been included with those of
the Company for periods subsequent to the dates of acquisition.
The pro forma condensed consolidated results of operations presented below
for 2000 and 1999 assume the following:
o The territories described above were sold as of January 1, 1999.
o The domestic and Central European territories were acquired from
PepsiCo as of January 1, 1999.
o The 16 million share repurchase commitment entered into in connection
with the new business relationship was completed as of January 1, 1999.
o The after tax gains from the divestiture of franchise territories in
2000 (see Note 6) and 1999 were excluded.
In addition, the results from discontinued operations are excluded from
all periods presented.
5
<PAGE>
Finally, the pro forma financial information presented below excludes any
additional operating activity in 2000 (one week in the second quarter and
two weeks in the first half) included in the acquired domestic territories
resulting from conforming them to Whitman's reporting calendar and $4.5
million of non-recurring charges recorded in the first quarter of 1999:
<TABLE>
<CAPTION>
Second Quarter First Half
-------------------------------- -------------------------------
2000 1999 2000 1999
----------- ----------- ----------- ----------
(unaudited and in millions, except per share data)
<S> <C> <C> <C> <C>
Sales $ 673.9 $ 628.4 $ 1,209.9 $ 1,135.8
Income from continuing operations 29.7 24.6 37.5 30.8
Income from continuing operations
per share-basic 0.22 0.18 0.27 0.22
Income from continuing operations
per share-diluted 0.22 0.18 0.27 0.22
</TABLE>
The above pro forma results are for informational purposes only and may
not be indicative of actual results that would have occurred had the new
business relationship with PepsiCo commenced as of January 1, 1999.
5. Discontinued operations in the second quarter of 2000 includes income
arising from certain insurance settlements for environmental matters (see
Note 14) related to a former subsidiary, Pneumo Abex, net of certain
increased environmental and related accruals. Loss from discontinued
operations in the second quarter of 1999 includes a $12 million settlement
of environmental litigation filed against Pneumo Abex and an increase of
$30.8 million in accruals for estimated future environmental remediation
and other matters. The pretax income from discontinued operations in the
second quarter of 2000 has been reduced by income taxes of $5.8 million,
and the pretax loss from discontinued operations in the second quarter of
1999 has been reduced by income tax benefits of $15.6 million.
6. In the first quarter of 2000, the Company sold its operations in the
Baltics. This sale resulted in a gain of $2.6 million ($1.4 million after
taxes), which is reflected in "Other income (expense), net" on the
Condensed Consolidated Statements of Income.
7. Based on negotiations for the sale of property held in the downtown area
of Chicago, the Company recorded a charge of $56.3 million ($35.9 million
after tax) in the second quarter of 1999 to reduce the book value of the
property. This charge is reflected in "Other income (expense), net" on the
Condensed Consolidated Statements of Income.
8. The Company's comprehensive income (loss) is as follows:
<TABLE>
<CAPTION>
Second Quarter First Half
------------------------------ -------------------------------
2000 1999 2000 1999
--------- ---------- ---------- ---------
(in millions)
<S> <C> <C> <C> <C>
Net income (loss) $ 39.5 $ (37.5) $ 49.7 $ (23.2)
Foreign currency translation adjustment (4.2) (4.2) (8.3) (5.4)
Unrealized (losses) gains on securities (3.5) 1.4 4.9 0.1
---------- ----------- ---------- ---------
Comprehensive income (loss) $ 31.8 $ (40.3) $ 46.3 $ (28.5)
========== =========== ========== =========
</TABLE>
Unrealized (losses) gains on securities are presented net of tax (benefit)
expense of ($2.0) million, $0.8 million, $3.0 million and $0.1 million,
respectively.
6
<PAGE>
9. Interest expense, net, is comprised of the following:
<TABLE>
<CAPTION>
Second Quarter First Half
------------------------------- -------------------------------
2000 1999 2000 1999
--------- ---------- ---------- ---------
(in millions)
<S> <C> <C> <C> <C>
Interest expense $ (21.6) $ (15.6) $ (42.4) $ (27.6)
Interest income 0.3 1.4 0.8 2.1
--------- ---------- ---------- ---------
Interest expense, net $ (21.3) $ (14.2) $ (41.6) $ (25.5)
========= ========== ========== =========
</TABLE>
10. Net cash provided by operating activities includes cash payments and
receipts for interest and income taxes as follows:
First Half
-------------------------
2000 1999
-------- ---------
(in millions)
Interest paid $ 43.4 $ 26.1
Interest received 0.7 2.6
Income taxes paid, net of refunds 5.9 19.8
11. In the first quarter of 2000, the Company's Board of Directors authorized
an annual cash dividend of $0.04 per share, payable on April 3, 2000.
Prior to 2000, the Company paid cash dividends on a quarterly basis.
12. As of the end of the second quarter of 2000, the components of inventory
were approximately 45 percent comprised of raw materials and supplies and
55 percent comprised of finished goods, which is essentially the same mix
as the end of fiscal year 1999.
13. In the second and third quarters of 1999 and in the third and fourth
quarters of 1997, Whitman and Pepsi General recorded special charges for
staff reductions and asset and investment write-downs. The special charges
totaled $27.9 million ($19.0 million after taxes) in 1999 and $49.3
million ($31.6 million after taxes and minority interest) in 1997. A
further description of the charges taken is presented in the Company's
1999 Annual Report on Form 10-K.
The following table summarizes activity associated with the special
charges:
<TABLE>
<CAPTION>
1997 1999
Charges Charges Total
------- ------- -----
(in millions)
<S> <C> <C> <C>
Accrued liabilities as of fiscal year end 1999
(all employee related costs) $ 8.3 $ 4.3 $ 12.6
Expenditures for employee related costs (8.3) (2.8) (11.1)
------- ------ -------
Accrued liabilities at the end of the second quarter of 2000 $ -- $ 1.5 $ 1.5
======= ====== =======
</TABLE>
Employee related costs recorded in the 1999 special charges include
severance payments for management and staff affected by the consolidation
of international headquarters and operations in Poland and management
changes in certain domestic markets. Employee related costs recorded in
the 1997 special charges include severance payments for the management and
staff affected by changes in organizational structure, as well as other
headcount reduction programs. The 1997 charges affected approximately 125
positions at Pepsi General and essentially all employees at Whitman
Corporate. All remaining payments for employee related costs were made
during the first quarter of 2000 to employees affected by the 1997 staff
reductions. The charges recorded in 1999 were related to the elimination
of approximately 310 positions, of which approximately 5 positions are yet
to be eliminated as of the end of the second quarter of 2000.
7
<PAGE>
The accrued liabilities remaining as of the end of the second quarter of
2000 are comprised of deferred severance payments and certain employee
benefits, which principally relate to previously severed employees. The
Company expects to pay a significant portion of the $1.5 million of
employee related costs, using cash from operations, during the next twelve
months; accordingly, such amounts are classified as other current
liabilities.
14. The Company continues to be subject to certain indemnification obligations
under agreements with previously sold subsidiaries, including potential
environmental liabilities. There is significant uncertainty in assessing
the Company's share of the potential liability for such claims. The
assessment and determination for cleanup at the various sites involved is
inherently speculative during the early stages, and the Company's share of
related costs is subject to various factors, including possible insurance
recoveries and the allocation of liabilities among many other potentially
responsible and financially viable parties.
At the end of the second quarter of 2000, the Company had accruals of
$26.4 million to cover these potential liabilities, including $5 million
classified as current liabilities. Such amounts are determined using
estimated undiscounted future cash requirements, and have not been reduced
by potential future insurance recoveries. During the second quarter of
2000, the Whitman-Pneumo Abex Settlement Trust (the "Trust") was
established for purposes of satisfying a portion of the Company's future
environmental obligations. At the end of the second quarter, the Trust
received $33 million, which will be responsive to the Company's future
environmental obligations; therefore, a like amount of environmental
liabilities was removed from the Company's balance sheet in the second
quarter. As of the end of the second quarter of 2000, total liabilities
recorded by the Company and the Trust were $59.4 million.
The estimated liabilities include expenses for the remediation of
identified sites, payments to third parties for claims and expenses, and
the expenses of on-going evaluations and litigation. The estimates are
based upon the judgments of outside consultants and experts and their
evaluations of the characteristics and parameters of the sites, including
results from field inspections, test borings and water flows. The
estimates are based upon the use of current technology and remediation
techniques, and do not take into consideration any inflationary trends
upon such claims or expenses, nor do they reflect the possible benefits of
continuing improvements in remediation methods. The accruals also do not
provide for any claims for environmental liabilities or other potential
issues which may occur in the future.
The Company has contingent liabilities from various pending claims and
litigation on a number of matters, including indemnification claims under
agreements with previously sold subsidiaries for product liability and
toxic torts. The ultimate liability for these claims cannot be determined.
In the opinion of management, based upon information currently available,
the ultimate resolution of these claims and litigation, including
potential environmental exposures, and considering amounts already
accrued, should not have a material effect on the Company's financial
condition, although amounts recorded in a given period could be material
to the results of operations or cash flows for that period. Existing
environmental liabilities associated with the Company's continuing
operations are not material.
15. Basic earnings per share are based upon the weighted-average number of
common shares outstanding. Diluted earnings per share assume the exercise
of all options which are dilutive, whether exercisable or not. The
dilutive effects of stock options are measured under the treasury stock
method.
Due to the loss from continuing operations in the second quarter of 1999,
no potential common shares were included in the computation of average
diluted shares. The effect of potential common shares, assuming they were
not anti-dilutive, would have resulted in average diluted shares of 115.8
million.
Options to purchase the following shares were not included in the
computation of diluted EPS because the exercise price was greater than the
average market price of the common shares during the related period:
<TABLE>
<CAPTION>
Second Quarter First Half
-------------------------------- --------------------------------
2000 1999 2000 1999
----------- ----------- ----------- ----------
(in millions, except per share amounts)
<S> <C> <C> <C> <C>
Shares under options outstanding 8,696,743 3,688,544 8,696,743 2,680,700
Weighted-average exercise price per
share $ 17.28 $ 21.02 $ 17.28 $ 22.36
</TABLE>
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
RESULTS OF OPERATIONS
2000 SECOND QUARTER COMPARED WITH 1999 SECOND QUARTER
Reported sales and operating income for the second quarter of 2000 and
1999 are summarized below ($ in millions):
<TABLE>
<CAPTION>
Reported
Reported Sales Operating Income
------------------------ % ------------------------ %
2000 1999 Change 2000 1999 Change
--------- --------- ------ --------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Domestic $ 598.7 $ 461.9 29.6 $ 76.7 $ 61.5 24.7
International 83.9 43.3 93.8 2.4 (24.7) *
-------- --------- --------- ---------
Total $ 682.6 $ 505.2 35.1 $ 79.1 $ 36.8 114.9
======== ========= ========= =========
</TABLE>
* not meaningful
On a reported basis, domestic sales increased $136.8 million, or 29.6
percent, in the second quarter of 2000 compared to 1999, primarily reflecting
sales contributed by the territories acquired from PepsiCo in 1999 and improved
pricing.
Reported international sales increased significantly in the second quarter
of 2000 compared to 1999 due to sales contributed by the territories in Central
Europe acquired from PepsiCo, as well as sales contributed by Toma. Toma was
acquired on December 1, 1999, and contributed $12.9 million of sales in the
second quarter of 2000.
The consolidated gross profit margin on a reported basis was essentially
flat at 40.9 percent in the second quarter compared with 41.0 percent in 1999.
The gross profit margin percentage reflects the benefits of increased pricing in
the domestic territories, offset by higher product costs brought about by
changes in costs and shifts in package mix to more polyethylene ("PET") bottles,
as well as the lower margin sales contributed by the acquired domestic
territories and Toma.
On a reported basis, selling, general and administrative ("S,G&A")
expenses, excluding amortization expense and special charges, were 27.8 percent
of sales in the second quarter of 2000, compared with 28.0 percent in 1999. The
decrease in S,G&A expenses as a percent of sales principally reflects the
benefits of higher selling prices achieved in the domestic territories and cost
reduction efforts initiated in 1999, as well as final purchase accounting
adjustments recorded in the second quarter of 2000, which reduced depreciation
expense by approximately $3 million. Offsetting these improvements were
incremental costs of $1.2 million related to the integration of the back office
systems of the acquired domestic territories.
Reported domestic operating income in 2000 increased $15.2 million, or
24.7 percent, principally due to the operating income contributed by the
acquired domestic operations and improved domestic pricing, partially offset by
higher amortization expense. Additionally, operating income in the second
quarter of 1999 was reduced by special charges of $2.8 million for management
changes in certain domestic markets (see Note 13 to the Condensed Consolidated
Financial Statements). The special charges were principally for severance and
related benefits to be paid to the affected individuals.
Reported international operating income of $2.4 million in the second
quarter compared favorably with operating losses of $24.7 million in the
previous year. Included in the second quarter of 1999 were special charges of
$20.6 million resulting principally from the acquisition of the Central European
territories from PepsiCo (see Note 13 to the Condensed Consolidated Financial
Statements). The special charges in international were principally for asset
write-downs and severance related payments, as well as the write-down of the
investment in the Baltics. The operations in the Baltics were subsequently sold
in the first quarter of 2000. Excluding the charges, the operating income of
$2.4 million represented an improvement of $6.5 million. Operating income in
2000 reflects the benefits of the unseasonably warm weather experienced in the
current quarter, the cost reduction efforts initiated in 1999, and favorable
depreciation adjustments of $2.1 million due to finalizing purchase accounting
related to acquired assets. Operating losses in 1999 included losses
attributable to the Baltics of $0.6 million.
9
<PAGE>
Net interest expense increased $7.1 million to $21.3 million in the second
quarter of 2000. The increase reflects the higher outstanding debt in the
current quarter resulting from the transaction with PepsiCo and subsequent share
repurchase activity.
The Company reported other income, net of $0.9 million in the second
quarter of 2000, compared with other expense, net of $54.4 million in the second
quarter of 1999. The second quarter of 1999 included a charge of $56.3 million
to reduce the book value of real estate located in the downtown area of Chicago
and a credit of $3.6 million for the reduction of real estate tax accruals on
non-operating property. Absent these items, other income, net improved by $2.6
million. The improvement was not attributed to any one significant item.
Due to the 1999 transaction with PepsiCo that resulted in the divestiture
of certain of the Company's operations, as well as the acquisition of
significant domestic and Central European territories from PepsiCo, as more
fully described in Note 4 to the Condensed Consolidated Financial Statements,
the Company believes that comparable results provide a better indication of
current operating trends than reported results. Comparable operating results are
determined by adjusting, as of the beginning of each period, the results for
1999 to give effect to the 1999 PepsiCo transaction as if it occurred at the
beginning of 1999. In addition, comparable operating results align the domestic
reporting calendar of the acquired territories; exclude the special charges
incurred in the second quarter of 1999; exclude the $4.5 million of charges
incurred in the first quarter of 1999 related to the settlement of insurance,
severance and legal matters; and exclude the second quarter 1999 impact of
eliminating the two-month reporting lag in consolidating international results.
Comparable sales and operating income for the second quarter of 2000 and
1999 are summarized below ($ in millions):
<TABLE>
<CAPTION>
Comparable
Comparable Sales Operating Income
------------------------ % ------------------------ %
2000 1999 Change 2000 1999 Change
--------- --------- ------ --------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Domestic $ 590.0 $ 563.0 4.8 $ 75.0 $ 69.8 7.4
International 83.9 65.4 28.3 2.4 (7.5) *
-------- --------- --------- ---------
Total $ 673.9 $ 628.4 7.2 $ 77.4 $ 62.3 24.2
======== ========= ========= =========
</TABLE>
* not meaningful
Comparable domestic sales in the quarter increased $27 million, or 4.8
percent, reflecting a 5.5 percent increase in the average net selling price per
raw case, offset by a decline in volume. Bottle and can volume on an 8-ounce
equivalent basis declined by 0.5 percent. Despite lower overall volume levels,
positive growth trends were achieved in vending and in the 20-ounce PET package,
which reflect the benefits of continued investment in the cold drink channel. In
addition, water offerings, Aquafina and Avalon, experienced strong double-digit
growth in the quarter.
On a comparable basis, international sales increased $18.5 million, or
28.3 percent. Toma contributed sales of $12.9 million in the current quarter,
while Toma sales were not included in 1999. The remaining improvement in sales
reflected the benefit of improved weather across Central Europe, despite
currency devaluation of approximately ten percent across the combined
operations.
On a comparable basis, the consolidated gross profit margin was 0.8
percentage points below the comparable period of 1999 due, in part, to the lower
margin products sold by Toma. The gross profit margin for the domestic
operations, on a comparable basis, was essentially unchanged from the previous
year.
Comparable S,G&A expenses as a percentage of sales were 240 basis points
lower in the current year. The reduction principally reflects the improved
domestic pricing, the benefits of the cost reduction efforts begun in 1999,
lower distribution costs incurred by Toma, and lower depreciation expense due to
finalizing purchase accounting related to the acquired assets.
10
<PAGE>
On a comparable basis, domestic operating income increased $5.2 million,
or 7.4 percent. The domestic operating margin was 12.7 percent, compared with
12.4 percent in 1999. The improved margin percentage reflects the benefits of
higher domestic pricing and cost reduction efforts initiated in 1999, partially
offset by incremental integration costs.
On a comparable basis, international operating income of $2.4 million was
nearly $10 million better than the operating losses of $7.5 million for the
comparable period of 1999. The improvement in operating performance reflects the
benefit of the unseasonably warm weather in the second quarter of 2000, the
benefits of cost reduction efforts begun in 1999, including the consolidation of
operations in Poland and elimination of the headquarters in Warsaw, and lower
depreciation in the quarter due to finalizing purchase accounting for the
acquired assets.
RESULTS OF OPERATIONS
2000 FIRST HALF COMPARED WITH 1999 FIRST HALF
Reported sales and operating income for the first half of 2000 and first
half of 1999 are summarized below ($ in millions):
<TABLE>
<CAPTION>
Reported
Reported Sales Operating Income
------------------------ % ------------------------ %
2000 1999 Change 2000 1999 Change
--------- --------- ------ --------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Domestic $1,092.2 $ 818.7 33.4 $ 126.5 $ 100.1 26.4
International 139.3 56.8 145.2 (9.8) (32.1) 69.5
-------- --------- --------- ---------
Total $1,231.5 $ 875.5 40.7 $ 116.7 $ 68.0 71.6
======== ========= ========= =========
</TABLE>
On a reported basis, domestic sales increased $273.5 million, or 33.4
percent, in the first half of 2000 compared to 1999, primarily reflecting sales
contributed by the acquired territories and improved pricing.
Reported international sales increased significantly in the first half of
2000 compared to 1999 due to sales contributed by the territories in Central
Europe acquired from PepsiCo, as well as sales contributed by Toma. Toma's sales
in the first half of 2000 were $22.9 million, while no Toma sales were included
in 1999.
The consolidated gross profit margin on a reported basis improved to 41.3
percent in the first half of 2000 compared with 40.9 percent in 1999. The higher
gross profit margin percentage reflects the benefits of increased pricing in the
domestic territories, offset by higher product costs brought about by changes in
costs and shifts in package mix to more PET bottles, as well as the lower margin
sales contributed by the acquired domestic territories and Toma.
On a reported basis, S,G&A expenses, excluding amortization expense and
special charges, represented 30.1 percent of sales in the first half of 2000,
compared with 29.3 percent in 1999. The increase in S,G&A expenses as a percent
of sales primarily reflects approximately $3 million of incremental costs in the
first half of 2000 to integrate the back office systems of the acquired domestic
territories and higher selling expenses in the acquired domestic territories. In
addition, the first half of 2000 included additional domestic depreciation
expense of $11.1 million in S,G&A, principally related to the Company's cold
drink initiative. These increases were partially offset by the impact of final
purchase accounting adjustments, which reduced depreciation in the second
quarter of 2000 by $3 million.
Reported domestic operating income in the first half of 2000 increased
$26.4 million, or 26.4 percent, principally due to the operating income
contributed by the acquired domestic operations and better domestic pricing,
partially offset by higher amortization expense. Additionally, operating income
in the second quarter of 1999 was reduced by special charges of $2.8 million for
management changes in certain domestic markets (see Note 13 to the Condensed
Consolidated Financial Statements). The special charges were principally for
severance and related benefits to be paid to the affected individuals.
11
<PAGE>
Reported international operating losses of $9.8 million in the first half
of 2000 compared favorably with operating losses of $32.1 million in the
previous year. Included in the first half of 1999 were special charges of $20.6
million resulting principally from the acquisition of the Central European
territories from PepsiCo (see Note 13 to the Condensed Consolidated Financial
Statements). The special charges in international were principally for asset
write-downs and severance related payments, as well as the write-down of the
investment in the Baltics. The operations in the Baltics were subsequently sold
in the first quarter of 2000. Excluding the charges, the operating losses of
$9.8 million in 2000 were $1.7 million better than operating losses of $11.5
million in the previous year. The improvement principally reflects the benefits
of the unseasonably warm weather experienced in the second quarter of 2000, the
cost reduction efforts initiated in 1999, and lower depreciation due, in part,
to finalizing purchase accounting adjustments related to the acquired assets.
Offsetting these improvements were the additional losses included in the first
half of 2000 related to the territories in Central Europe acquired from PepsiCo
in 1999. The territories were only included for one month in the first half of
1999. Included in the first half results for 1999 were $4.7 million of operating
losses for the previously owned territories in Russia and the Baltics.
Net interest expense increased $16.1 million to $41.6 million in the first
half of 2000. The increase reflects the higher outstanding debt in the first
half of 2000 resulting from the transaction with PepsiCo and subsequent share
repurchase activity.
The Company reported other income, net of $3.0 million in the first half
of 2000, compared with other expense, net of $47.8 million in the first half of
1999. The first half of 2000 included a $2.6 million gain from the sale of the
operations in the Baltics. The first half of 1999 included a charge of $56.3
million to reduce the book value of real estate located in the downtown area of
Chicago; a gain from the sale of franchises of $11.4 million; and the benefit of
eliminating real estate tax accruals of $3.6 million related to non-operating
property. Absent these items, other income, net improved by approximately $7
million. The improvement was attributed, in part, to the elimination of
management fees paid to PepsiCo, which were $3.1 million, and losses of $2
million from the manufacturing joint venture in Poland, both included in the
first half of 1999. There were no other individually significant changes between
the periods.
See "Results of Operations - 2000 Second Quarter Compared with 1999 Second
Quarter" for discussion of the basis used below for determining comparable
results of operations.
Comparable sales and operating income for the first half of 2000 and first
half of 1999 are summarized below ($ in millions):
<TABLE>
<CAPTION>
Comparable
Comparable Sales Operating Income
------------------------ % ------------------------ $
2000 1999 Change 2000 1999 Change
--------- --------- ------ --------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Domestic $1,070.6 $ 1,024.3 4.5 $ 122.8 $ 112.5 9.2
International 139.3 111.5 24.9 (9.8) (21.6) 54.6
-------- --------- --------- ---------
Total $1,209.9 $ 1,135.8 6.5 $ 113.0 $ 90.9 24.3
======== ========= ========= =========
</TABLE>
Comparable domestic sales in the first half increased $46.3 million, or
4.5 percent, reflecting a 5.4 percent increase in the average net selling price
per raw case, but with volume essentially flat. Bottle and can volume on an
8-ounce equivalent basis declined by 0.2 percent. Despite the overall volume
trend, positive growth trends were achieved in both vending and in the 20-ounce
PET package, which reflect the benefits of continued investment in the cold
drink channel. In addition, water offerings, Aquafina and Avalon, experienced
strong double-digit growth in the first half.
On a comparable basis, international sales increased $27.8 million, or
24.9 percent. The increase in sales included Toma's sales of $22.9 million in
the first half (no Toma sales were included in 1999), while the remaining
improvement was due to favorable weather across Central Europe in the second
quarter of 2000. The increase in sales occurred despite currency devaluation of
approximately ten percent across the combined operations.
12
<PAGE>
The comparable consolidated gross profit margin was 0.5 percentage points
below the comparable period of 1999 due, in part, to the lower margin products
sold by Toma. Results for Toma were not included in the comparable period for
1999. The gross profit margin for the domestic operations, on a comparable
basis, improved modestly from the previous year.
On a comparable basis, S,G&A expenses as a percentage of sales were 190
basis points lower in the current year. The reduction principally reflects the
benefits of improved domestic pricing, the benefits of the cost reduction
efforts begun in 1999, lower distribution costs incurred by Toma and lower
depreciation expense, partially offset the incremental integration costs in the
first half of 2000.
Comparable domestic operating income increased $10.3 million, or 9.2
percent, in the first half of 2000. The domestic operating margin was 11.5
percent, compared with 11.0 percent in 1999. The improved margin percentage
reflects the benefits of higher domestic pricing and cost reduction efforts
initiated in 1999, partially offset by incremental integration costs.
On a comparable basis, international's combined operating losses of $9.8
million in the first half of 2000 were nearly $12 million better than the
operating losses of $21.6 million incurred in the comparable period of 1999. The
improvement primarily reflects the benefit of the unseasonably warm weather in
the second quarter of 2000, the benefits of cost reduction efforts begun in
1999, and $2.1 million of lower depreciation expense in the first half of 2000
due to finalizing the purchase accounting adjustments.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by continuing operations increased by $39.6 million to
$73.9 million for the first half of 2000. The increase in cash from continuing
operations is due primarily to operating cash flow provided by the acquired
domestic territories and improved operating cash flow in the existing domestic
territories.
Investing activities included $2.5 million of net proceeds received from
the Company's sale of its Baltic operations in the first quarter of 2000.
Included in 1999 were $113.6 million of proceeds from the sale of its franchise
territories in Marion, Virginia; Princeton, West Virginia; and Russia. The
Company paid $2.5 million in the second quarter of 2000 related to a contingent
payout provision on a 1999 acquisition. Investing activities in the first half
of 1999 include $105.7 million of net cash paid for the domestic and Central
European franchises acquired from PepsiCo. The Company made capital investments,
net of proceeds from asset sales, of $87.6 million in the first half of 2000
compared with $79.2 million in the first half of 1999. The increase in capital
spending reflects the addition of the acquired territories in 2000. More than
half of the Company's domestic capital spending supports its cold drink
initiative.
The Company's total debt increased $58.8 million to $1,241.1 million at
the end of the second quarter of 2000. The Company repurchased 3.0 million
shares and 13.4 million shares of its common stock for $35.7 million and $251.9
million in the first half of 2000 and 1999, respectively. The Company declared
an annual dividend of four cents per share in the first quarter of 2000, which
was paid in the second quarter of 2000. The quarterly dividend rate was five
cents per share in the first quarter of 1999 and one cent per share in second
quarter of 1999. The issuance of common stock, including treasury shares, for
the exercise of stock options resulted in cash inflows of $1.2 million in the
first half of 2000.
The Company has a revolving credit agreement with maximum borrowings of
$500 million, which acts as back-up for the Company's $500 million commercial
paper program; accordingly, the Company has a total of $500 million available
under the commercial paper program and revolving credit facility combined. Total
commercial paper borrowings were $414.2 million at the end of the second quarter
of 2000. The Company believes that with its existing operating cash flows,
available lines of credit, and the potential for additional debt and equity
offerings, it will have sufficient resources to fund its future growth and
expansion, as well as any potential acquisitions.
13
<PAGE>
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains certain forward-looking
information that reflects management's expectations, estimates and assumptions,
based on information available at the time this Form 10-Q was prepared. When
used in this document, the words "anticipate," "believe," "estimate," "expect,"
"plan," "intend" and similar expressions are intended to identify
forward-looking statements. Such forward-looking statements involve risks,
uncertainties and other factors which may cause the actual performance or
achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements, including, but not limited to, the following: competition, including
product and pricing pressures; changing trends in consumer tastes; changes in
the Company's relationship and/or support programs with PepsiCo and other brand
owners; market acceptance of new product offerings; weather conditions; cost and
availability of raw materials; availability of capital; labor and employee
benefit costs; unfavorable interest rate and currency fluctuations; costs of
environmental remediation; costs of legal proceedings; and general economic,
business and political conditions in the countries and territories where the
Company operates.
These events and uncertainties are difficult or impossible to predict
accurately and many are beyond the Company's control. The Company assumes no
obligation to publicly release the result of any revisions that may be made to
any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated
events.
CURRENT AND PENDING ACCOUNTING CHANGES
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133, as amended by SFAS Nos. 137
and 138, is effective for fiscal 2001. SFAS No. 133 requires companies to record
derivatives on the balance sheet as assets and liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
would be accounted for depending on the use of a derivative and whether it
qualifies for hedge accounting. The Company is currently assessing the effects
of adopting SFAS No. 133, as amended, and has not yet made a determination of
the impact adoption will have on the consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is subject to various market risks, including risks from
changes in commodity prices, interest rates and currency exchange rates.
Commodity Prices
The risk from commodity price changes relates to the Company's ability to
recover higher product costs through price increases to customers, which may be
limited due to the competitive pricing environment that exists in the soft drink
business. From time to time, the Company uses swap contracts to hedge against
price fluctuations for a portion of its aluminum requirements. Costs for other
raw material requirements are managed by entering into firm commitments for
materials used.
Interest Rates
In the first half of 2000, the risk from changes in interest rates was not
material to the Company's operations because a significant portion of the
Company's debt issues were fixed rate obligations. Substantially all of the
Company's floating rate exposure related to changes in LIBOR and the overnight
Federal Funds rate. Assuming consistent levels of floating rate debt with those
held by the Company at the end of the first half of 2000, a 50 basis point (0.5
percent) change in each of these rates would have had an impact of approximately
$1 million on the Company's interest expense in the first half of 2000. The
Company uses interest rate swaps on a limited basis to manage floating rate debt
exposure. In the first quarter of 2000, the Company had cash equivalents
throughout the quarter, principally invested in money market funds and
commercial paper, which were most closely tied to overnight Federal Funds rates.
Assuming a change of 50 basis points in the rate of interest associated with the
Company's short-term investments, interest income would not have changed by a
significant amount.
14
<PAGE>
Currency Exchange Rates
Because the Company operates international franchise territories, it is
subject to exposure resulting from changes in currency exchange rates. Currency
exchange rates are established based on a variety of economic factors including
local inflation, growth, interest rates and governmental actions, as well as
other factors. The Company currently does not hedge the translation risks of
investments in its international operations. Historically, any positive cash
flows generated have been reinvested in the operations, other than loan
repayments from the manufacturing operations in Poland.
International operations represent approximately 10 percent of the
Company's total sales. Changes in currency exchange rates impact the translation
of the results of the international operations from their local currencies into
U.S. dollars. If the currency exchange rates had changed by 5 percent in the
first half of 2000, the impact on reported operating income would have been
approximately $0.5 million. This estimate does not take into account the
possibility that specific currency exchange rates can move in opposite
directions and that gains in one category may or may not be offset by losses
from another category.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) May 4, 2000 Annual Meeting of Shareholders.
(b) Election of Directors
The following persons were elected at the Annual Meeting of
Shareholders held on May 4, 2000 to serve as directors for the ensuing
year:
Herbert M. Baum Charles W. Gaillard
Bruce S. Chelberg Jarobin Gilbert, Jr.
Richard G. Cline Victoria B. Jackson
Pierre S. duPont Robert F. Sharpe, Jr.
Archie R. Dykes Karl M. von der Heyden
(c) Matters Voted Upon
Proposal 1: Election of Directors
The following votes were recorded with respect thereto:
Votes For Votes Withheld
Herbert M. Baum 119,771,282 761,344
Bruce S. Chelberg 116,014,293 4,518,333
Richard G. Cline 119,774,324 758,302
Pierre S. duPont 119,774,945 757,681
Archie R. Dykes 119,770,277 762,349
Charles W. Gaillard 119,776,201 756,425
Jarobin Gilbert, Jr. 119,772,314 760,312
Victoria B. Jackson 119,772,468 760,158
Robert F. Sharpe, Jr. 119,775,262 757,364
Karl M. von der Heyden 119,771,444 761,182
15
<PAGE>
Proposal 2: Approval of Whitman Corporation 2000 Stock Incentive Plan
The following votes were recorded with respect thereto:
Votes for 89,266,677
Votes against 22,511,610
Votes withheld 8,477,878
Votes abstaining 276,461
-----------
Total shares voted 120,532,626
===========
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
12. Statement of Calculation of Ratio of Earnings to Fixed Charges
27. Financial Data Schedules for the first half of 2000 and 1999
(b) Reports on Form 8-K.
None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WHITMAN CORPORATION
Date: August 15, 2000 By:/s/ MARTIN M. ELLEN
--------------- -------------------------------------------------
Martin M. Ellen
Senior Vice President and Chief Financial Officer
(As Chief Accounting Officer and Duly
Authorized Officer of Whitman Corporation)
16
