UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JULY 4, 1999
---------------------------------------
Commission File Number 0-9286
---------------------------------------
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of registrant as specified in its charter)
DELAWARE 56-0950585
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification Number)
4100 COCA-COLA PLAZA, CHARLOTTE, NORTH CAROLINA 28211
(Address of principal executive offices) (Zip Code)
(704) 551-4400
(Registrant's telephone number, including area code)
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at July 30, 1999
----- ----------------------------
Common Stock, $1 Par Value 6,392,252
Class B Common Stock, $1 Par Value 2,341,077
<PAGE>
PART I - FINANCIAL INFORMATION
Item l. Financial Statements
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)
<TABLE>
<CAPTION>
July 4, Jan. 3, June 28,
1999 1999 1998
---- ---- ----
ASSETS
Current Assets:
<S> <C> <C> <C>
Cash $ 8,209 $ 6,691 $ 5,518
Accounts receivable, trade, less allowance for
doubtful accounts of $649, $600 and $528 73,186 57,217 62,320
Accounts receivable from The Coca-Cola Company 9,793 10,091 12,971
Due from Piedmont Coca-Cola Bottling Partnership 6,187 127
Accounts receivable, other 5,542 7,997 7,752
Inventories 48,772 41,010 46,536
Prepaid expenses and other current assets 18,030 15,545 15,821
---------- ---------- ----------
Total current assets 169,719 138,551 151,045
--------- --------- ---------
Property, plant and equipment, net 446,286 258,329 257,417
Leased property under capital leases, net 12,368
Investment in Piedmont Coca-Cola Bottling Partnership 61,302 62,847 62,999
Other assets 62,627 51,576 45,879
Identifiable intangible assets, less accumulated
amortization of $121,478, $116,015 and $110,630 285,119 253,156 257,757
Excess of cost over fair value of net assets of
businesses acquired, less accumulated
amortization of $31,995, $30,850 and $29,705 59,623 60,769 61,914
--------- ---------- ---------
Total $1,097,044 $825,228 $837,011
========== ======== ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
<TABLE>
<CAPTION>
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)
July 4, Jan. 3, June 28,
1999 1999 1998
---- ---- ----
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C> <C>
Current Liabilities:
Portion of long-term debt payable within one year $ 25,530 $ 30,115 $ 60,884
Current portion of obligations under capital leases 5,081
Accounts payable and accrued liabilities 76,942 72,623 67,117
Accounts payable to The Coca-Cola Company 5,052 5,194 9,985
Due to Piedmont Coca-Cola Bottling Partnership 435
Accrued compensation 6,964 10,239 4,944
Accrued interest payable 12,981 15,325 14,273
---------- --------- ---------
Total current liabilities 132,550 133,931 157,203
Deferred income taxes 116,748 120,659 115,680
Deferred credits 3,754 4,838 5,968
Other liabilities 63,136 58,780 57,074
Obligations under capital leases 6,087
Long-term debt 739,518 491,234 489,068
--------- -------- --------
Total liabilities 1,061,793 809,442 824,993
--------- -------- --------
Shareholders' Equity:
Convertible Preferred Stock, $100 par value:
Authorized-50,000 shares; Issued-None
Nonconvertible Preferred Stock, $100 par value:
Authorized-50,000 shares; Issued-None
Preferred Stock, $.01 par value:
Authorized-20,000,000 shares; Issued-None
Common Stock, $1 par value:
Authorized - 30,000,000 shares
Issued - 9,454,626, 9,086,113 and 10,107,421 shares 9,454 9,086 10,107
Class B Common Stock, $1 par value:
Authorized-10,000,000 shares
Issued - 2,969,191, 2,969,222 and 1,947,914 shares 2,969 2,969 1,948
Class C Common Stock, $1 par value:
Authorized-20,000,000 shares; Issued-None
Capital in excess of par value 112,120 94,709 98,892
Accumulated deficit (28,038) (29,724) (37,675)
---------- ---------- ----------
96,505 77,040 73,272
Less-Treasury stock, at cost:
Common-3,062,374 shares 60,845 60,845 60,845
Class B Common-628,114 shares 409 409 409
------------ ------------ ------------
Total shareholders' equity 35,251 15,786 12,018
---------- ---------- ----------
Total $1,097,044 $825,228 $837,011
========== ======== ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
<TABLE>
<CAPTION>
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Per Share Data)
Second Quarter First Half
1999 1998 1999 1998
----------- ----------- ----------- --------
<S> <C> <C> <C> <C>
Net sales (includes sales to Piedmont of
$20,129, $18,699, $35,310 and $30,902) $ 261,037 $ 241,415 $ 481,300 $ 444,746
Cost of sales, excluding depreciation shown
below (includes $16,131, $13,621, $29,736
and $24,456 related to sales to Piedmont) 145,391 137,037 273,502 255,434
--------- ---------- --------- ----------
Gross margin 115,646 104,378 207,798 189,312
--------- ---------- --------- ----------
Selling expenses, excluding depreciation
shown below 57,319 49,048 106,874 99,746
General and administrative expenses 17,540 17,740 36,209 33,521
Depreciation expense 14,266 9,111 28,914 17,891
Amortization of goodwill and intangibles 3,346 3,267 6,608 6,442
---------- ----------- ----------- ------------
Income from operations 23,175 25,212 29,193 31,712
Interest expense 12,450 9,088 24,145 18,346
Other income (expense), net (1,239) (1,196) (2,454) (2,353)
----------- ----------- ----------- -----------
Income before income taxes 9,486 14,928 2,594 11,013
Federal and state income taxes 3,320 5,539 908 4,086
----------- ----------- ----------- -----------
Net income $ 6,166 $ 9,389 $ 1,686 $ 6,927
========== =========== ========== ===========
Basic net income per share $ .72 $ 1.12 $ .20 $ .83
Diluted net income per share $ .71 $ 1.11 $ .20 $ .82
Weighted average number of common
shares outstanding 8,519 8,365 8,442 8,365
Weighted average number of common
shares outstanding - assuming dilution 8,638 8,496 8,563 8,495
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
In Thousands
<TABLE>
<CAPTION>
Capital
Class B in
Common Common Excess of Accumulated Treasury
Stock Stock Par Value Deficit Stock
----- ----- --------- ------- -----
<S> <C> <C> <C> <C> <C>
Balance on
December 28, 1997 $10,107 $ 1,948 $103,074 $ (44,602) $ 61,254
Net income 6,927
Cash dividends
paid (4,182)
Balance on ------- ------- --------- ---------- --------
June 28, 1998 $10,107 $ 1,948 $ 98,892 $ (37,675) $ 61,254
======= ======= ========= ========== ========
Balance on
January 3, 1999 $ 9,086 $ 2,969 $ 94,709 $ (29,724) $ 61,254
Net income 1,686
Cash dividends
paid (4,182)
Issuance of Common
Stock 368 21,593
------- -------- -------- --------- --------
Balance on
July 4, 1999 $ 9,454 $ 2,969 $112,120 $ (28,038) $ 61,254
======= ======== ======== ========== ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
In Thousands
<TABLE>
<CAPTION>
First Half
------------------------
1999 1998
--------- ----------
<S> <C> <C>
Cash Flows from Operating Activities
Net income $ 1,686 $ 6,927
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation expense 28,914 17,891
Amortization of goodwill and intangibles 6,608 6,442
Deferred income taxes 908 4,086
Losses on sale of property, plant and equipment 1,425 1,445
Amortization of debt costs 378 297
Amortization of deferred gain related to terminated interest
rate swaps (282) (282)
Undistributed losses of Piedmont Coca-Cola Bottling Partnership 1,545 327
Increase in current assets less current liabilities (30,748) (21,142)
Increase in other noncurrent assets (7,222) (2,968)
(Decrease) increase in other noncurrent liabilities (3,397) 339
Other 10 (5)
--------- ---------
Total adjustments (1,861) 6,430
--------- ---------
Net cash provided by (used in) operating activities (175) 13,357
--------- --------
Cash Flows from Financing Activities
Proceeds from the issuance of long-term debt 248,283
(Decrease) increase in current portion of long-term debt (4,585) 48,884
Payments on long-term debt (4,721)
Cash dividends paid (4,182) (4,182)
Payments on capital lease obligations (2,409)
Proceeds from interest rate swap termination 6,480
Debt fees paid (3,221) (11)
Other (204) (67)
--------- --------
Net cash provided by financing activities 233,682 46,383
--------- --------
Cash Flows from Investing Activities
Additions to property, plant and equipment (213,663) (24,511)
Proceeds from the sale of property, plant and equipment 60 656
Acquisition of companies, net of cash acquired (18,386) (34,794)
--------- --------
Net cash used in investing activities (231,989) (58,649)
--------- --------
Net increase in cash 1,518 1,091
Cash at beginning of period 6,691 4,427
--------- ---------
Cash at end of period $ 8,209 $ 5,518
=========== =========
Significant noncash investing and financing activities:
Issuance of Common Stock for business acquired $ 21,961
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
1. Accounting Policies
The consolidated financial statements include the accounts of Coca-Cola Bottling
Co. Consolidated and its majority owned subsidiaries (the "Company"). All
significant intercompany accounts and transactions have been eliminated.
The information contained in the financial statements is unaudited. The
statements reflect all adjustments which, in the opinion of management, are
necessary for a fair statement of the results for the interim periods presented.
All such adjustments are of a normal, recurring nature.
The accounting policies followed in the presentation of interim financial
results are the same as 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 the year ended January 3, 1999 filed
with the Securities and Exchange Commission.
Certain prior year amounts have been reclassified to conform to current year
classifications.
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
2. Summarized Income Statement Data of Piedmont Coca-Cola Bottling Partnership
On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont Coca-Cola
Bottling Partnership ("Piedmont") to distribute and market soft drink products
primarily in portions of North Carolina and South Carolina. The Company and The
Coca-Cola Company, through their respective subsidiaries, each beneficially own
a 50% interest in Piedmont. The Company provides a portion of the soft drink
products to Piedmont at cost and receives a fee for managing the business of
Piedmont pursuant to a management agreement. Summarized income statement data
for Piedmont is as follows:
<TABLE>
<CAPTION>
Second Quarter First Half
In Thousands 1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $74,645 $71,168 $137,971 $128,526
Gross margin 34,089 31,541 61,740 56,266
Income from operations 3,629 5,862 3,381 5,643
Net income (loss) 432 2,796 (3,090) (654)
</TABLE>
3. Inventories
Inventories are summarized as follows:
<TABLE>
<CAPTION>
July 4, Jan. 3, June 28,
In Thousands 1999 1999 1998
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Finished products $30,251 $26,300 $30,523
Manufacturing materials 13,313 10,382 12,545
Plastic pallets and other 5,208 4,328 3,468
--------- ------- -------
Total inventories $48,772 $41,010 $46,536
======= ======= =======
</TABLE>
The amounts included above for inventories valued by the LIFO method were
greater than replacement or current cost by approximately $3.2 million, $3.2
million and $2.7 million on July 4, 1999, January 3, 1999 and June 28, 1998,
respectively, as a result of inventory premiums associated with certain
acquisitions.
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
4. Property, Plant and Equipment
The principal categories and estimated useful lives of property, plant and
equipment were as follows:
<TABLE>
<CAPTION>
July 4, Jan. 3, June 28, Estimated
In Thousands 1999 1999 1998 Useful Lives
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Land $ 11,856 $ 11,781 $ 10,090
Buildings 82,945 81,527 80,013 10-50 years
Machinery and equipment 90,587 84,047 80,193 5-20 years
Transportation equipment 116,761 60,620 59,025 4-10 years
Furniture and fixtures 29,533 26,395 26,883 7-10 years
Vending equipment 279,872 152,163 148,329 6-13 years
Leasehold and land improvements 34,538 33,894 31,467 5-20 years
Construction in progress 21,502 4,532 7,861
- --------------------------------------------------------------------------------------------------------------------------
Total property, plant and equipment, at cost 667,594 454,959 443,861
Less: Accumulated depreciation 221,308 196,630 186,444
- --------------------------------------------------------------------------------------------------------------------------
Property, plant and equipment, net $446,286 $258,329 $257,417
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
On January 15, 1999, the Company purchased approximately $155 million of
equipment (principally vehicles and vending equipment) previously leased under
various operating lease agreements. The assets purchased will continue to be
used in the distribution and sale of the Company's products and will be
depreciated over their remaining useful lives, which range from three years to
12.5 years. The Company used a combination of its revolving credit facility and
its informal lines of credit with certain banks to finance this purchase.
5. Leased Property Under Capital Leases
The category and terms of the capital leases were as follows:
<TABLE>
<CAPTION>
In Thousands July 4, 1999 Terms
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Transportation equipment $ 13,576 1-4 years
Less: Accumulated amortization 1,208
---------
Leased property under capital leases, net $ 12,368
========-
</TABLE>
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
6. Long-Term Debt
Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
Fixed(F) or
Interest Variable Interest July 4, Jan 3, June 28,
In Thousands Maturity Rate (V) Rate Paid 1999 1999 1998
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lines of Credit 2002 5.28% - V Varies $60,000 $36,400 $34,200
5.39%
Term Loan Agreement 2004 5.76% V Varies 85,000 85,000 85,000
Term Loan Agreement 2005 5.76% V Varies 85,000 85,000 85,000
Medium-Term Notes 1999 7.99% F Semi- 28,585 28,585
annually
Medium-Term Notes 2000 10.00% F Semi- 25,500 25,500 25,500
annually
Medium-Term Notes 2002 8.56% F Semi- 47,000 47,000 47,000
annually
Debentures 2007 6.85% F Semi- 100,000 100,000 100,000
annually
Debentures 2009 7.20% F Semi- 100,000 100,000 100,000
annually
Debentures 2009 6.375% F Semi- 250,000
annually
Other notes payable 1999 - 5.75% - F Varies 12,548 13,864 44,667
2001 10.00%
---------- --------- --------
765,048 521,349 549,952
Less: Portion of long-term
debt payable within one year 25,530 30,115 60,884
- ------------------------------------------------------------------------------------------------------------------------------
Long-term debt $739,518 $491,234 $489,068
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
6. Long-Term Debt (cont.)
It is the Company's intent to renew its lines of credit and borrowings under
the revolving credit facility as they mature. To the extent that these
borrowings do not exceed the amount available under the Company's $170
million revolving credit facility, they are classified as noncurrent
liabilities.
On October 12, 1994, a $400 million shelf registration for debt and equity
securities filed with the Securities and Exchange Commission became
effective and the securities thereunder became available for issuance. On
November 1, 1995, the Company issued $100 million of 6.85% debentures due
2007 pursuant to such registration. In July 1997, the Company issued $100
million of 7.20% debentures due 2009. On April 26, 1999, the Company issued
$250 million of 10-year debentures at a fixed interest rate of 6.375% under
the Company's $800 million shelf registration filed in January 1999. The net
proceeds from these issuances were used for refinancing a portion of
existing public debt that had matured with the remainder used to repay other
debt.
The Company has guaranteed a portion of the debt for two cooperatives in
which the Company is a member. The amounts guaranteed were $30.3 million,
$30.7 million and $30.7 million as of July 4, 1999, January 3, 1999 and
June 28, 1998, respectively.
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
7. Derivative Financial Instruments
The Company uses derivative financial instruments to modify risk from
interest rate fluctuations in its underlying debt. The Company has
historically altered its fixed/floating interest rate mix based upon
anticipated operating cash flows of the Company relative to its debt level
and the Company's ability to absorb increases in interest rates. These
derivative financial instruments are not used for trading purposes.
The Company had weighted average interest rates for its debt portfolio of
approximately 6.7%, 7.3% and 7.1% as of July 4, 1999, January 3, 1999 and
June 28, 1998, respectively. The Company's overall weighted average interest
rate on its long-term debt decreased from an average of 7.1% during the
second quarter of 1998 to an average of 6.3% during the second quarter of
1999. After taking into account the effect of all of the interest rate swap
activities, approximately 32%, 23% and 28% of the total debt portfolio was
subject to changes in short-term interest rates as of July 4, 1999,
January 3, 1999 and June 28, 1998, respectively.
A rate increase of 1% on the floating rate component of the Company's debt
would have increased interest expense for the first half of 1999 by
approximately $1.2 million and net income for the six months ended
July 4, 1999 would have decreased by approximately $.8 million.
Derivative financial instruments were as follows:
<TABLE>
<CAPTION>
July 4, 1999 January 3, 1999 June 28, 1998
-----------------------------------------------------------------------------------
Remaining Remaining Remaining
In Thousands Amount Term Amount Term Amount Term
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest rate swaps-floating $ 60,000 4.25 years $ 60,000 4.75 years $ 60,000 5.25 years
Interest rate swaps-floating $ 50,000 9.75 years
Interest rate swaps-floating $ 50,000 9.75 years
Interest rate swaps-fixed $ 60,000 4.25 years 60,000 4.75 years 60,000 5.25 years
Interest rate swaps-fixed $ 50,000 5.5 years 50,000 6 years 50,000 6.5 years
Interest rate cap $ 35,000 1 year 35,000 1.5 years 35,000 2.0 years
</TABLE>
The Company entered into 10-year floating interest rate swap agreements for
$100 million in April related to the 6.375% 10-year debentures issued on
April 26, 1999.
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
7. Derivative Financial Instruments (cont.)
The carrying amounts and fair values of the Company's balance sheet and
off-balance-sheet instruments were as follows:
<TABLE>
<CAPTION>
July 4, 1999 January 3, 1999 June 28, 1998
--------------------- --------------------- -------------------------
Carrying Fair Carrying Fair Carrying Fair
In Thousands Amount Value Amount Value Amount Value
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Instruments
Public debt $522,500 $505,305 $301,085 $312,118 $301,085 $311,965
Non-public variable rate
long-term debt 230,000 230,000 206,400 206,400 204,200 204,200
Non-public fixed rate
long-term debt 12,548 13,293 13,864 14,476 44,667 45,429
Off-Balance-Sheet Instruments
Interest rate swaps (4,441) (2,030) (397)
Interest rate cap 5 10 18
</TABLE>
The fair values of the interest rate swaps at July 4, 1999, January 3, 1999
and June 28, 1998 represent the estimated amounts the Company would have had
to expense to terminate these agreements. The fair values of the interest
rate cap at July 4, 1999, January 3, 1999 and June 28, 1998 represent the
estimated amount the Company would have received upon termination of this
agreement.
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
8. Supplemental Disclosures of Cash Flow Information
Changes in current assets and current liabilities affecting cash, net of effect
of acquisition, were as follows:
<TABLE>
<CAPTION>
First Half
---------------------------
In Thousands 1999 1998
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Accounts receivable, trade, net $(14,601) $(6,444)
Accounts receivable from The Coca-Cola Company 298 (8,281)
Accounts receivable, other 2,564 1,069
Inventories (6,891) (7,610)
Prepaid expenses and other current assets (2,562) (3,058)
Accounts payable and accrued liabilities 2,826 (4,661)
Accounts payable to The Coca-Cola Company (142) 5,877
Accrued compensation (3,274) (151)
Accrued interest payable (2,344) 235
Due to (from) Piedmont Coca-Cola Bottling Partnership (6,622) 1,882
--------- --------
Increase in current assets less current liabilities $(30,748) $(21,142)
======== ========
</TABLE>
9. Acquisition
On May 28, 1999, the Company acquired substantially all of the outstanding
capital stock of Carolina Coca-Cola Bottling Company, Inc. ("Carolina") in
exchange for 368,482 shares of the Company's Common Stock, installment notes and
cash. The purchase price for all of the outstanding capital stock of Carolina
was $36.6 million, as adjusted for required shareholders' equity of Carolina as
of the acquisition date. The Company used its informal lines of credit for the
cash portion of the acquisition. The acquisition has been accounted for under
the purchase method of accounting.
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
10. Earnings Per Share
The following table sets forth the computation of basic net income per share and
diluted net income per share:
<TABLE>
<CAPTION>
Second Quarter First Half
---------------- -------------------
In Thousands (Except Per Share Data) 1999 1998 1999 1998
- -------------------------------------------------------------------------- ----------------------------------------
<S> <C> <C> <C> <C>
NUMERATOR:
Numerator for basic net income and diluted
net income $ 6,166 $ 9,389 $ 1,686 $ 6,927
DENOMINATOR:
Denominator for basic net income per share -
weighted average common shares 8,519 8,365 8,442 8,365
Effect of dilutive securities - stock options 119 131 121 130
--------- --------- --------- ---------
Denominator for diluted net income per share -
adjusted weighted average common shares 8,638 8,496 8,563 8,495
======== ======== ======== ========
Basic net income per share $ .72 $ 1.12 $ .20 $ .83
========= ========== ========= =========
Diluted net income per share $ .71 $ 1.11 $ .20 $ .82
========= ========== ========= =========
</TABLE>
11. Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
INTRODUCTION:
The following discussion presents management's analysis of the results of
operations for the second quarter and first six months of 1999 compared to the
second quarter and first six months of 1998 and changes in financial condition
from June 28, 1998 and January 3, 1999 to July 4, 1999.
The Company reported net income of $6.2 million or $.72 per share for the second
quarter of 1999 compared with net income of $9.4 million or $1.12 per share for
the same period in 1998. For the first half of 1999, net income was $1.7 million
or $.20 per share compared to net income of $6.9 million or $.83 per share for
the first half of 1998. The first half and second quarter of 1999 were
highlighted by solid volume growth, which significantly exceeded the U.S. soft
drink industry average, and increased net selling prices. The volume growth of
6% in the first half of 1999 is on top of 11% volume growth for all of 1998.
The decline in earnings from the first quarter and first half of the prior year
reflects the Company's continued investment in its infrastructure to support
accelerated growth. These investments include additional sales personnel,
vehicles, cold drink equipment, additional support personnel required to service
the cold drink equipment and additional facilities for corporate headquarters.
The Company is also working on a Value Chain initiative which should improve the
efficiency of its inventory management, warehousing and transportation of
finished products. The Company plans to test the re-designed processes with a
pilot project in the first quarter of 2000. Despite strong growth in gross
margin, these significant infrastructure costs have adversely affected
short-term operating results.
The Company acquired substantially all of the outstanding capital stock of
Carolina Coca-Cola Bottling Company, a Coca-Cola bottler with operations in
central South Carolina, in May 1999. The Company also purchased the franchise
rights and operating assets of a small Coca-Cola bottler in central North
Carolina in May 1999. It is the Company's intention to continue to grow through
acquisitions of other Coca-Cola bottlers. Acquisition related costs including
interest expense and non-cash charges such as amortization of intangible assets
may be incurred. To the extent these expenses are incurred and are not offset by
cost savings or increased sales, the Company's acquisition strategy may depress
short-term earnings. The Company believes that the continued growth through
acquisition will enhance long-term shareholder value.
The results for interim periods are not necessarily indicative of the results to
be expected for the year due to seasonal factors.
RESULTS OF OPERATIONS:
The Company experienced strong growth in gross margin for the second quarter and
first half of 1999. Gross margin increased by 11% for the second quarter and 10%
for the first half of 1999
<PAGE>
over the same periods in 1998. The growth in gross margin was attributable to
volume growth of 6% and an increase in net selling price of 1.7%.
Net sales for the second quarter and first half increased 8% over the same
periods in 1998. Sales related to the 4th of July holiday impacted the second
quarter in 1999 versus the third quarter in 1998. The volume and sales gains for
the second quarter and first half of 1998 were primarily attributable to
targeted marketing programs with key accounts and the Company's significant
investments in cold drink equipment. Net selling prices were up 1.7% for the
second quarter and first half of 1999. Sprite sales volume continued to grow at
a double-digit rate. Non-carbonated beverages experienced significant volume
growth in the first half of 1999. The growth in non-carbonated beverages
(excluding bottled water), including POWERaDE, Fruitopia, Minute Maid Juices To
Go and Cool from Nestea, is on top of 70% volume growth for all of 1998. The
Company introduced The Coca-Cola Company's new bottled water, Dasani, on April
1, 1999. Non-carbonated products including bottled water, currently account for
over 6% of the Company's total sales volume.
Selling expenses for the second quarter and first half of 1999 increased by 17%
and 7%, respectively, from 1998 levels. The increase in selling costs reflects
additional expenses related to the Company's higher sales volume and continued
investment in its infrastructure. Significant components of the increased costs
include employment costs for additional sales personnel, increased commission
costs related to higher sales volume, additional personnel and vehicle costs for
employees to support the Company's cold drink program as well as additional
purchases of cold drink equipment and additional marketing expenses related to
the Company's sales development programs. The Company has made a significant
investment in its sales force and anticipates that over time the increases in
sales revenue from this investment will outpace the growth in costs. The
significant growth in selling expenses reflects the Company's commitment to
higher levels of growth.
During January 1999, the Company purchased $155 million of equipment that had
previously been leased. As a result of this transaction, lease expense for the
second quarter and first half of 1999 declined by $4.3 million and $7.7 million,
respectively. Additionally, the terms of certain leases that were previously
recorded as operating leases were changed during the first quarter of 1999. Due
to the changes in the terms of the leases, they are now reflected in the
Company's financial statements as capital leases. As of July 4, 1999, leased
property under capital leases, net of accumulated amortization, was $12.4
million.
The Company relies extensively on advertising and sales promotion in the
marketing of its products. The Coca-Cola Company and other beverage companies
that supply concentrate, syrups and finished products to the Company make
substantial advertising expenditures to promote sales in the local territories
served by the Company. The Company also benefits from national advertising
programs conducted by The Coca-Cola Company and other beverage companies.
Certain of the marketing expenditures by The Coca-Cola Company and other
beverage companies are made pursuant to annual arrangements. Although The
Coca-Cola Company has advised the Company that it intends to provide marketing
funding support in 1999, it is not obligated to do so under the Company's Master
Bottle Contract. Also, The Coca-Cola Company has agreed to
<PAGE>
provide additional marketing funding under a multi-year program to support the
Company's cold drink infrastructure. Total marketing funding and infrastructure
support for bottle and can products from The Coca-Cola Company and other
beverage companies in the first half of 1999 and 1998 was $26.7 million and
$25.8 million, respectively.
General and administrative expenses for the first six months of 1999 increased
by 8% over 1998 first half levels. The increase in general and administrative
expense was due to hiring of additional support personnel to support growth,
management incentive programs for certain employees that were not in place
during the first half of 1998, higher employment costs in certain of the
Company's labor markets and expanded corporate headquarters facilities.
Depreciation expense increased 57% and 62% between the second quarter and first
half of 1999 and the comparable periods in 1998. This increase was due primarily
to the purchase of previously leased equipment, as discussed above, and to the
significant investments the Company continues to make in cold drink equipment.
In addition, the Company invested in additional manufacturing equipment in order
to produce its new bottled water, Dasani.
Interest expense during the second quarter of 1999 increased 37% from the second
quarter of 1998. Interest expense for the first half of 1999 increased by 32%
over the first half of 1998. The increase in interest expense for both the
second quarter and the first half of 1999 is primarily attributable to the
purchase of assets that were previously leased, as discussed above, and
additional debt related to acquisitions of other Coca-Cola bottlers during 1998
and 1999. The Company's overall weighted average interest rate decreased from an
average of 7.1% during the first half of 1998 to an average of 6.3% during the
first half of 1999.
CHANGES IN FINANCIAL CONDITION:
Working capital increased $32.5 million from January 3, 1999 and $43.3 million
from June 28, 1998 to July 4, 1999. The increase in working capital from January
3, 1999 is primarily attributable to growth in sales volume, seasonal increases
in trade accounts receivable and inventories, an increase in the amount due from
Piedmont Coca-Cola Bottling Partnership of $6.6 million and a decrease in the
current portion of long-term debt of $4.6 million.
The working capital increase of $43.3 million from June 28, 1998 is primarily
attributable to a decrease in the current portion of long-term debt of $35.4
million and an increase in trade accounts receivable of $10.9 million. The
decrease in the current portion of long-term debt reflects the refinancing of
maturing Medium-Term Notes and other short-term borrowings. The increase in
trade accounts receivable is due to the higher sales volume the Company has
experienced.
Capital expenditures in the first half of 1999 were $213.7 million compared to
$24.5 million in the first half of 1998. The significant increase in capital
expenditures in the first half of 1999 relates primarily to the purchase of
approximately $155 million of previously leased equipment. In addition, the
Company is purchasing its fleet requirements in 1999. The Company leased
additions to fleet during 1998.
<PAGE>
Long-term debt increased by $250.5 million from June 28, 1998 and $248.3 million
from January 3, 1999. The increases from June 28, 1998 and January 3, 1999 are
due primarily to the purchase of approximately $155 million of previously leased
equipment discussed above, the acquisitions of other Coca-Cola bottlers and the
refinancing of debt classified as a current liability at June 28, 1998 and
January 3, 1999.
It is the Company's intent to renew any borrowings under its $170 million
revolving credit facility and the informal lines of credit as they mature and,
to the extent that any borrowings under the revolving credit facility and the
informal lines of credit do not exceed the amount available under the Company's
$170 million revolving credit facility, they are classified as noncurrent
liabilities. As of July 4, 1999, the Company had no amounts outstanding under
the revolving credit facility and $60 million outstanding under the informal
lines of credit.
On April 26, 1999 the Company issued $250 million of 10-year debentures at a
fixed rate of 6.375% under the Company's $800 million shelf registration filed
in January 1999. The Company subsequently entered into 10-year floating interest
rate swap agreements on $100 million of the newly issued debentures. The
proceeds from the issuance of debentures were used to refinance the borrowings
used to finance the buyout of the operating leases discussed above, refinance
certain Medium-Term Notes that matured and repay other corporate borrowings.
As of July 4, 1999 the debt portfolio had a weighted average interest rate of
approximately 6.7% and approximately 32% of the total portfolio of $765 million
was subject to changes in short-term interest rates.
On May 28, 1999 the Company acquired substantially all of the outstanding
capital stock of Carolina Coca-Cola Bottling Company, Inc. ("Carolina") in
exchange for 368,482 shares of the Company's Common Stock, installment notes and
cash. The purchase price for all of the outstanding capital stock of Carolina
was $36.6 million, as adjusted for required shareholders' equity of Carolina as
of the acquisition date. The Company used its informal lines of credit for the
cash portion of the acquisition. The acquisition has been accounted for under
the purchase method of accounting.
Management believes that the Company, through the generation of cash flow from
operations and the utilization of unused borrowing capacity, has sufficient
financial resources available to maintain its current operations and provide for
its current capital expenditure requirements. The Company considers the
acquisition of additional bottling territories on an ongoing basis.
YEAR 2000:
Since many computer systems and other equipment with embedded chips or
processors (collectively, "business systems") use only two digits to represent
the year, these business systems may be unable to process accurately certain
data before, during or after the year 2000. As a result, business and
governmental entities are at risk for possible miscalculations or systems
failures causing disruptions in their business operations. This is commonly
known as the Year
<PAGE>
2000 issue. The Year 2000 issue can arise at any point in the Company's supply,
manufacturing, distribution and financial chains.
The Company began work on the Year 2000 issue in 1997. The scope of the project
includes: ensuring the compliance of all applications, operating systems and
hardware on mainframe, PC and LAN platforms; addressing issues related to non-IT
embedded software and equipment and addressing the compliance of key suppliers
and customers. The project has four phases: assessment of systems and equipment
affected by the Year 2000 issue; definition of strategies to address affected
systems and equipment; remediation or replacement of affected systems and
equipment and testing that each is Year 2000 compliant.
With respect to ensuring the compliance of all applications, operating systems
and hardware on the Company's various computer platforms, the assessment and
definition of strategies phases have been completed. It is estimated that more
than 95% of the remediation or replacement phase has been completed with the
balance of this phase expected to be completed by September 1999. The testing
phase is approximately 95% complete and is expected to be completed by the end
of the third quarter of 1999.
Approximately 80% of the internal application development resources were
committed to Year 2000 remediation efforts in 1997, 1998 and the first quarter
of 1999. Approximately 70% of the Company's internal application development
resources were committed to this effort in the second quarter of 1999. In the
third quarter of 1999, the Company expects approximately 20% of its internal
application development resources will be committed to the Year 2000 issue. The
Company has also utilized contract programmers to identify Year 2000
noncompliance problems and modify code.
With respect to addressing issues related to non-IT embedded software and
equipment, which principally exists in the Company's four manufacturing plants,
the assessment and definition of strategies phases have been completed.
Approximately 95% of the remediation or replacement phase has been completed
with the balance of this phase expected to be completed by the end of August
1999. Testing is approximately 95% complete and should be completed by the end
of third quarter of 1999.
The Company relies on third party suppliers for raw materials, water, utilities,
transportation and other key services. Interruption of supplier operations due
to Year 2000 issues could affect the Company operations. The Company plans to
accumulate additional inventory in its warehouses as a means of mitigating
somewhat the risk of business interruption due to supplier failures. Also, the
Company has completed its review and evaluation of its critical suppliers' Year
2000 readiness and has received satisfactory responses from all of its mission
critical suppliers.
The Company is also dependent upon our customers for sales and cash flow. Year
2000 interruptions in our customers' operations could result in reduced sales,
increased inventory or receivable levels, increased bad debt write-offs and cash
flow reductions. While these events are possible, the Company's customer base is
broad enough to minimize the effects of a single occurrence.
<PAGE>
The Company is in the process of developing contingency plans for those areas
that are mission critical to our business. These contingency plans will be
designed to mitigate serious disruptions to our business flow beyond the end of
1999, where possible. The major efforts related to contingency planning are
expected to be completed by the end of third quarter 1999. Contingency plan
manuals will be distributed and reviewed with key management personnel during
the fourth quarter of 1999.
It is currently estimated that the aggregate cost of the Company's Year 2000
efforts will be approximately $5.0 million to $5.5 million, of which
approximately $4.2 million has been spent to date. These costs are being
expensed as they are incurred and are being funded through operating cash flow.
These costs do not include any costs associated with the implementation of
contingency plans, which are currently being developed. The costs associated
with the replacement of computerized systems, hardware or equipment (currently
estimated to be $4.8 million), substantially all of which would be capitalized,
are not included in the above estimates.
The Company's Year 2000 program is an ongoing process and the estimates of costs
and completion dates for various components of the program described above are
subject to change.
The failure to correct a material Year 2000 issue could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the Year 2000 issue, resulting in part from the
uncertainty of the Year 2000 readiness of third-party suppliers and customers,
the Company is unable to determine at this time whether the consequences of Year
2000 failures will have a material impact on the Company's results of
operations, liquidity or financial condition.
FORWARD-LOOKING STATEMENTS:
This Quarterly Report on Form 10-Q, as well as information included in, or
incorporated by reference from, future filings by the Company with the
Securities and Exchange Commission and information contained in written
material, press releases and oral statements issued by or on behalf of the
Company, contains, or may contain, certain statements that may be deemed to be
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such "forward-looking statements"
include information relating to, among other matters, the Company's future
prospects, developments and business strategies for its operations. These
forward-looking statements are identified by their use of terms and phrases such
as "expect", "estimate", "project", "believe" and similar terms and phrases.
Such forward-looking statements are contained in various sections of this
Quarterly Report.
These statements are based on certain assumptions and analyses made by the
Company in light of its experience and perception of historical trends, current
conditions, expected future developments and other factors they believe are
appropriate under the circumstances, and involve risks and uncertainties that
may cause actual future activities and results of operations to be materially
<PAGE>
different from that suggested or described in this Quarterly Report or in such
other documents. These risks include, but are not limited to (A) risks
associated with any changes in the historical level of marketing funding support
which the Company receives from the The Coca-Cola Company, (B) risks associated
with interruptions in the Company's business operations as a result of any
failure to adequately correct the Year 2000 computer problem in any systems or
equipment of the Company or a similar problem in one of its major suppliers or
customers and (C) other risks detailed from time to time in the Company's
filings with the Securities and Exchange Commission. You are cautioned that any
such statements are not guarantees of future performance. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary from those expected, estimated or projected.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of the Company's shareholders was held on May 12,
1999.
(b) The meeting was held to consider and vote upon (i) fixing the number of
the Company's directors at ten, (ii) electing three directors, each for a
term of three years or until his successor shall be elected and shall
qualify, and (iii) approving an award of restricted stock to the
Company's Chief Executive Officer, in order to permit such award to
qualify as "performance-based" compensation within the meaning of Section
162(m) of the Internal Revenue Code of 1986, as amended.
The votes cast on the question of fixing the number of directors at ten
are summarized as follows:
<TABLE>
<CAPTION>
For Against Abstain Total Votes
--- ------- ------- -----------
<S> <C> <C> <C>
51,806,863 14,300 4,216 51,825,379
</TABLE>
The votes cast with respect to each director are summarized as follows:
<TABLE>
<CAPTION>
Director Name For Abstain Total Votes
------------- --- ------- -----------
<S> <C> <C> <C>
John M. Belk 51,810,172 15,207 51,825,379
Charles L. Wallace 51,810,128 15,251 51,825,379
Reid M. Henson 51,809,435 15,944 51,825,379
</TABLE>
The votes cast for approving the Restricted Stock Award are summarized
as follows:
<TABLE>
<CAPTION>
For Against Abstain Total Votes
---- ------- ------- -----------
<S> <C> <C> <C>
51,664,018 143,913 17,448 51,825,379
</TABLE>
<PAGE>
Item 6. Exhibits and Reports on Form 10-Q
(a) Exhibits
Exhibit No. Description
4.1 The Registrant, by signing this report, agrees to
furnish the Securities and Exchange Commission, upon
its request, a copy of any instrument which defines
the rights of holders of long-term debt of the
Registrant and its subsidiaries for which
consolidated financial statements are required to be
filed, and which authorizes a total amount of
securities not in excess of 10 percent of total
assets of the Registrant and its subsidiaries
on a consolidated basis.
10.1 Amendment to Soft Toll Agreement dated as of July 1,
1999 between Alcoa, Inc. and the Company.
27 Financial data schedule for period ended July 4, 1999.
(b) Reports on Form 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COCA-COLA BOTTLING CO. CONSOLIDATED
(REGISTRANT)
Date: August 17, 1999 By: /s/ David V. Singer
----------------------------------------
David V. Singer
Principal Financial Officer of the
Registrant and
Vice President - Chief Financial Officer
[COCA-COLA LOGO APPEARS HERE]
James L. Moore
President and C.O.O.
July 1, 1999
Mr. Michael Coleman, President
Alcoa RPD Division
900 South Gay Street
Suite 1100
Knoxville, Tennessee 37902
Subject: Amendment to Soft Toll Agreement (Agreement)
Dear Mike:
Confirming our companies' recent conversation about can promotional activities,
both parties have agreed to modify the Agreement as noted below:
1. Sections 7 and 9 shall be eliminated in their entirety; and
2. The Coca-Cola Bottling Co. Consolidated (CCBCC) Metal Cost (as
defined in the Agreement) shall be subject to an $0.85 midwest ceiling
for the term of the Agreement at no cost to CCBCC; all other provisions
of Exhibit I shall remain in full force and effect.
Enclosed are three signed originals of this letter amendment. Please indicate
your agreement to the above by executing where indicated and returning one
original to me, and another original to Ken Carty.
Sincerely,
James L. Moore
President and C.O.O.
cc: File
Coca-Cola Bottling Co. Consolidated ALCOA, Inc.
By: /s/ James L. Moore By: /s/ Mike Coleman
------------------- ------------------
Title: President and COO Title: Vice President
------------------ ---------------
Date: July 1, 1999 Date: July 1, 1999
------------------- ----------------
4100 Coca-Cola Plaza, (704) 551-4603 P.O. Box 31487,
Charlotte, North Carolina 28211 Charlotte, North Carolina 28231
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements as of and for the six months ended July 4, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000317540
<NAME> Coca-Cola Bottling Co. Consolidated
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-02-2000
<PERIOD-START> JAN-04-1999
<PERIOD-END> JUL-04-1999
<EXCHANGE-RATE> 1
<CASH> 8,209
<SECURITIES> 0
<RECEIVABLES> 73,835
<ALLOWANCES> 649
<INVENTORY> 48,772
<CURRENT-ASSETS> 169,719
<PP&E> 667,594
<DEPRECIATION> 221,308
<TOTAL-ASSETS> 1,097,044
<CURRENT-LIABILITIES> 132,550
<BONDS> 739,518
<COMMON> 12,423
0
0
<OTHER-SE> 22,828
<TOTAL-LIABILITY-AND-EQUITY> 1,097,044
<SALES> 481,300
<TOTAL-REVENUES> 481,300
<CGS> 273,502
<TOTAL-COSTS> 273,502
<OTHER-EXPENSES> 178,605
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 24,145
<INCOME-PRETAX> 2,594
<INCOME-TAX> 908
<INCOME-CONTINUING> 1,686
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,686
<EPS-BASIC> 0.20
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</TABLE>
