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 October 1, 2000
--------------------------
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 (I.R.S. Employer Identification Number)
of incorporation or
organization)
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 November 1, 2000
----- ---------------------------------
Common Stock, $1.00 Par Value 6,392,277
Class B Common Stock, $1.00 Par Value 2,341,052
<PAGE>
PART I - FINANCIAL INFORMATION
Item l. Financial Statements
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Share Data)
<TABLE>
<CAPTION>
Third Quarter First Nine Months
--------------------------- ---------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales (includes sales to Piedmont of
$18,351, $19,953, $55,293 and $55,263) $ 258,565 $ 260,284 $ 757,682 $ 741,584
Cost of sales, excluding depreciation shown below
(includes $13,582, $15,592, $41,709, and
$45,328 related to sales to Piedmont) 137,559 142,928 402,804 416,430
--------- --------- --------- ---------
Gross margin 121,006 117,356 354,878 325,154
--------- --------- --------- ---------
Selling, general and administrative expenses,
excluding depreciation shown below 81,772 75,299 239,829 218,382
Depreciation expense 16,271 15,521 48,585 44,435
Amortization of goodwill and intangibles 3,641 3,519 10,971 10,127
--------- --------- --------- ---------
Income from operations 19,322 23,017 55,493 52,210
Interest expense 13,570 12,971 41,124 37,116
Other income (expense), net 4,245 (1,082) 2,440 (3,536)
--------- --------- --------- ---------
Income before income taxes 9,997 8,964 16,809 11,558
Federal and state income taxes 3,599 3,137 6,051 4,045
--------- --------- --------- ---------
Net income $ 6,398 $ 5,827 $ 10,758 $ 7,513
========= ========= ========= =========
Basic net income per share $ .73 $ .67 $ 1.23 $ .88
Diluted net income per share $ .73 $ .66 $ 1.22 $ .87
Weighted average number of common
shares outstanding 8,733 8,733 8,733 8,539
Weighted average number of common
shares outstanding-assuming dilution 8,811 8,860 8,830 8,662
Cash dividends per share
Common Stock $ .25 $ .25 $ .75 $ .75
Class B Common Stock $ .25 $ .25 $ .75 $ .75
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)
<TABLE>
<CAPTION>
Oct. 1, Jan. 2, Oct.3,
2000 2000 1999
---------- ---------- ----------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 24,971 $ 9,050 $ 8,381
Accounts receivable, trade, less allowance for
doubtful accounts of $813, $850 and $1,200 61,487 60,367 67,160
Accounts receivable from The Coca-Cola Company 6,764 6,018 10,910
Accounts receivable, other 6,257 13,938 7,823
Inventories 41,956 44,736 47,663
Prepaid expenses and other current assets 16,707 13,275 17,359
---------- ---------- ----------
Total current assets 158,142 147,384 159,296
---------- ---------- ----------
Property, plant and equipment, net 437,211 458,799 451,000
Leased property under capital leases, net 8,923 10,785 11,531
Investment in Piedmont Coca-Cola Bottling Partnership 63,460 60,216 61,838
Other assets 75,329 69,824 67,376
Identifiable intangible assets, less accumulated
amortization of $136,712, $127,459 and $124,425 287,089 305,432 283,762
Excess of cost over fair value of net assets of
businesses acquired, less accumulated
amortization of $34,858, $33,141 and $32,568 56,409 58,478 59,051
---------- ---------- ----------
Total $1,086,563 $1,110,918 $1,093,854
========== ========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)
<TABLE>
<CAPTION>
Oct. 1, Jan. 2, Oct. 3,
2000 2000 1999
----------- ----------- ----------
<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Portion of long-term debt payable within one year $ 3,213 $ 28,635 $ 25,530
Current portion of obligations under capital leases 3,494 4,483 4,860
Accounts payable and accrued liabilities 74,572 88,848 74,022
Accounts payable to The Coca-Cola Company 6,790 2,346 5,028
Due to Piedmont Coca-Cola Bottling Partnership 16,472 2,736 207
Accrued compensation 12,044 7,160 7,660
Accrued interest payable 13,840 16,830 16,001
------------ ----------- -----------
Total current liabilities 130,425 151,038 133,308
Deferred income taxes 131,160 125,109 119,886
Deferred credits 3,084 4,135 3,195
Other liabilities 72,967 69,765 64,216
Obligations under capital leases 2,751 4,468 5,041
Long-term debt 709,529 723,964 729,314
---------- ---------- ----------
Total liabilities 1,049,916 1,078,479 1,054,960
--------- --------- ---------
Commitments and Contingencies (Note 11)
Stockholders' 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- 9,454,651, 9,454,626 and 9,454,626 shares 9,454 9,454 9,454
Class B Common Stock, $1 par value:
Authorized - 10,000,000 shares;
Issued- 2,969,166, 2,969,191 and 2,969,191 shares 2,969 2,969 2,969
Class C Common Stock, $1 par value:
Authorized-20,000,000 shares; Issued-None
Capital in excess of par value 101,203 107,753 109,936
Accumulated deficit (15,725) (26,483) (22,211)
---------- ----------- -----------
97,901 93,693 100,148
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 stockholders' equity 36,647 32,439 38,894
----------- ----------- -------------
Total $1,086,563 $1,110,918 $1,093,854
========== ========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' 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
January 3, 1999 $ 9,086 $ 2,969 $ 94,709 $(29,724) $ 61,254
Net income 7,513
Cash dividends paid (6,366)
Issuance of Common
Stock 368 21,593
-------- -------- -------- -------- --------
Balance on
October 3, 1999 $ 9,454 $ 2,969 $109,936 $(22,211) $ 61,254
======== ======== ======== ======== ========
Balance on
January 2, 2000 $ 9,454 $ 2,969 $107,753 $(26,483) $ 61,254
Net income 10,758
Cash dividends paid (6,550)
-------- -------- -------- -------- --------
Balance on
October 1, 2000 $ 9,454 $ 2,969 $101,203 $(15,725) $ 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 Nine Months
------------------------------
2000 1999
-------- ----------
<S> <C> <C>
Cash Flows from Operating Activities
Net income $10,758 $ 7,513
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation expense 48,585 44,435
Amortization of goodwill and intangibles 10,971 10,127
Deferred income taxes 6,051 4,045
Losses on sale of property, plant and equipment 1,386 2,120
Gain on sale of bottling territory (8,829)
Provision for impairment of property, plant and equipment 3,247
Amortization of debt costs 713 606
Amortization of deferred gain related to terminated
interest rate swaps (464) (423)
Undistributed losses (earnings) of Piedmont Coca-Cola
Bottling Partnership (3,244) 1,009
Decrease (increase) in current assets less current liabilities 10,414 (19,177)
Increase in other noncurrent assets (8,396) (12,298)
Increase (decrease) in other noncurrent liabilities 3,178 (2,042)
Other (393) 74
-------- ---------
Total adjustments 63,219 28,476
-------- ---------
Net cash provided by operating activities 73,977 35,989
-------- ---------
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt 250,181
Repayment of current portion of long-term debt (25,557) (30,085)
Proceeds from (repayment of) lines of credit, net (14,300) 13,400
Cash dividends paid (6,550) (6,366)
Payments on capital lease obligations (3,513) (3,675)
Termination of interest rate swap agreements (292)
Debt fees paid (3,228)
Other 116 (897)
-------- ---------
Net cash provided by (used in) financing activities (50,096) 219,330
-------- ---------
Cash Flows from Investing Activities
Additions to property, plant and equipment (33,408) (234,743)
Proceeds from the sale of property, plant and equipment 2,623 130
Acquisitions of companies, net of cash acquired (175) (19,016)
Proceeds from sale of bottling territory 23,000
-------- ---------
Net cash used in investing activities (7,960) (253,629)
-------- ---------
Net increase in cash 15,921 1,690
Cash at beginning of period 9,050 6,691
-------- ---------
Cash at end of period $24,971 $ 8,381
======== =========
Significant non-cash investing and financing activities:
Issuance of Common Stock in connection with acquisition $ 21,961
Capital lease obligations incurred $ 1,313 13,576
</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 2, 2000 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 from Piedmont for certain
services pursuant to a management agreement. Summarized income statement data
for Piedmont is as follows:
<TABLE>
<CAPTION>
Third Quarter First Nine Months
------------------------ --------------------------
In Thousands 2000 1999 2000 1999
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $76,188 $76,195 $220,406 $214,166
Gross margin 36,658 35,304 106,205 97,044
Income from operations 6,099 4,336 16,879 7,717
Net income (loss) 2,496 1,072 6,488 (2,018)
</TABLE>
3. Inventories
Inventories are summarized as follows:
<TABLE>
<CAPTION>
Oct. 1, Jan. 2, Oct. 3,
In Thousands 2000 2000 1999
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Finished products $26,128 $28,618 $30,229
Manufacturing materials 11,270 11,424 12,012
Plastic pallets and other 4,558 4,694 5,422
------- ------- -------
Total inventories $41,956 $44,736 $47,663
======= ======= =======
</TABLE>
The amounts included above for inventories valued by the LIFO method were
greater than replacement or current cost by approximately $2.5 million, $3.3
million and $3.2 million on October 1, 2000, January 2, 2000 and October 3,
1999, respectively.
<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>
Oct. 1, Jan. 2, Oct. 3, Estimated
In Thousands 2000 2000 1999 Useful Lives
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Land $ 12,584 $ 12,251 $ 11,845
Buildings 96,329 96,072 83,900 10-50 years
Machinery and equipment 92,740 89,068 91,721 5-20 years
Transportation equipment 123,980 126,562 123,340 4-10 years
Furniture and fixtures 34,663 37,002 32,682 7-10 years
Vending equipment 287,826 291,844 283,982 6-13 years
Leasehold and land improvements 41,431 41,379 37,565 5-20 years
Construction in progress 10,549 3,389 20,450
--------------------------------------------------------------------------------------------------------------------------
Total property, plant and equipment, at cost 700,102 697,567 685,485
Less: Accumulated depreciation 262,891 238,768 234,485
--------------------------------------------------------------------------------------------------------------------------
Property, plant and equipment, net $437,211 $458,799 $451,000
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
In the third quarter of 2000, the Company recorded a provision for impairment of
certain fixed assets for $3.2 million.
5. Leased Property Under Capital Leases
The category and terms of the capital leases were as follows:
<TABLE>
<CAPTION>
Oct. 1, Jan. 2, Oct. 3,
In Thousands 2000 2000 1999 Terms
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Transportation and other equipment $ 13,530 $ 13,434 $ 13,576 1-4 years
Less: Accumulated amortization 4,607 2,649 2,045
---------- ---------- -----------
Leased property under capital leases, net $ 8,923 $ 10,785 $ 11,531
======== ========= =========-
</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 Oct. 1, Jan. 2, Oct. 3,
In Thousands Maturity Rate (V) Rate Paid 2000 2000 1999
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lines of Credit 2002 6.95% - V Varies $32,300 $46,600 $49,800
7.12%
Term Loan Agreement 2004 7.08% V Varies 85,000 85,000 85,000
Term Loan Agreement 2005 7.08% V Varies 85,000 85,000 85,000
Medium-Term Notes 2000 10.00% F Semi- - 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- 250,000 250,000 250,000
annually
Other notes payable 2000- 5.75%- F Varies 13,442 13,499 12,544
2006 10.00%
-------------------------------------
712,742 752,599 754,844
Less: Portion of long-term debt payable within one year 3,213 28,635 25,530
-------------------------------------------------------------------------------------------------------------------------------
Long-term debt $709,529 $723,964 $729,314
-------------------------------------------------------------------------------------------------------------------------------
</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.
The Company had weighted average interest rates for its debt portfolio of
7.1%, 7.0% and 6.8% as of October 1, 2000, January 2, 2000 and October 3,
1999, respectively. The Company's overall weighted average interest rate on
long-term debt increased from an average of 6.6% during the first nine
months of 1999 to an average of 7.2% during the first nine months of 2000.
After taking into account the effect of all of the interest rate swap
activities, approximately 42%, 35% and 31% of the total debt portfolio was
subject to changes in short-term interest rates as of October 1, 2000,
January 2, 2000 and October 3, 1999, respectively.
A rate increase of 1% on the floating rate component of the Company's debt
would have increased interest expense for the first nine months of 2000 by
approximately $2.3 million and net income for the first nine months of 2000
would have decreased by approximately $1.5 million.
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
7. Supplemental Disclosures of Cash Flow Information
Changes in current assets and current liabilities affecting cash, net of effect
of acquisitions and divestitures, were as follows:
<TABLE>
<CAPTION>
First Nine Months
---------------------------------
In Thousands 2000 1999
---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Accounts receivable, trade, net $ (1,120) $ (8,576)
Accounts receivable, The Coca-Cola Company (746) (819)
Accounts receivable, other 7,681 282
Inventories 2,585 (5,782)
Prepaid expenses and other current assets (3,438) (1,808)
Accounts payable and accrued liabilities (14,622) (177)
Accounts payable, The Coca-Cola Company 4,444 (166)
Accrued compensation 4,884 (2,579)
Accrued interest payable (2,990) 676
Due to (from) Piedmont Coca-Cola Bottling Partnership 13,736 (228)
-------- --------
Decrease (increase) in current assets less current liabilities $ 10,414 $(19,177)
======== ========
</TABLE>
8. Restructuring
In November 1999, the Company announced a plan to restructure its operations by
consolidating sales divisions and reducing its workforce. Approximately 300
positions were eliminated as a result of the restructuring. The Company recorded
a pre-tax restructuring charge of $2.2 million in the fourth quarter of 1999,
which was funded by cash flow from operations.
The changes in the restructuring liability during the first nine months of 2000
were as follows:
<TABLE>
<CAPTION>
Accrued Liability Amts. Paid in Accrued Liability
In Thousands at Jan. 2, 2000 First 9 Mos. 2000 at Oct. 1, 2000
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Employee termination benefit costs $ 284 $ 284 $ 0
Facility lease costs and related expenses 330 121 209
------- ------ -----
$ 614 $ 405 $ 209
====== ====== =====
</TABLE>
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
9. Earnings Per Share
The following table sets forth the computation of basic net income per share and
diluted net income per share:
<TABLE>
<CAPTION>
Third Quarter First Nine Months
------------- --------------------
In Thousands (Except Per Share Data) 2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Numerator for basic net income and diluted
net income $6,398 $5,827 $10,758 $7,513
Denominator:
Denominator for basic net income per share -
weighted average common shares 8,733 8,733 8,733 8,539
Effect of dilutive securities - stock options 78 127 97 123
-------- -------- -------- --------
Denominator for diluted net income per share -
adjusted weighted average common shares 8,811 8,860 8,830 8,662
===== ======= ===== =======
Basic net income per share $ .73 $ .67 $ 1.23 $ .88
======== ======== ======== ========
Diluted net income per share $ .73 $ .66 $ 1.22 $ .87
======== ======== ======== ========
</TABLE>
10. 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>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
11. Commitments and Contingencies
The Company has guaranteed a portion of the debt for two cooperatives in which
the Company is a member. The amounts guaranteed were $36.0 million, $35.3
million and $30.3 million as of October 1, 2000, January 2, 2000 and October 3,
1999, respectively.
On August 3, 1999, North American Container, Inc. ("NAC") filed a Complaint For
Patent Infringement and Jury Demand (the "Complaint") against the Company and a
number of other defendants in the United States District Court for the Northern
District of Texas, Dallas Division, alleging that certain unspecified
blow-molded plastic containers used, made, sold, offered for sale and/or used by
the Company and other defendants infringes certain patents owned by the
plaintiff. NAC seeks an unspecified amount of compensatory damages for prior
infringement, seeks to have those damages trebled, seeks pre-judgment and
post-judgment interest, seeks attorneys fees and seeks an injunction prohibiting
future infringement and ordering the destruction of all infringing containers
and machinery used in connection with the manufacture of the infringing
products. The original Complaint names forty-two other defendants, including
Plastipak Packaging, Inc., Constar International, Inc., Constar Plastics, Inc.,
Continental PET Technologies, Inc., Southeastern Container, Inc., Western
Container, Inc., The Quaker Oats Company and others. Additional defendants have
been added by amendment. The Complaint covers many channels of trade relevant to
the PET bottle industry, including licensors, manufacturers, bottlers, bottled
product manufacturers and retail sellers of end product. The Company has
obtained partial indemnification from its suppliers for all damages it may incur
in connection with this proceeding. The Company has filed an answer to the
Complaint, as amended, and has denied the material allegations of NAC and seeks
recovery of attorney fees by having the case declared exceptional. The Company
has also filed a counterclaim seeking a declaration of invalidity and
non-infringement. A claims construction hearing is currently scheduled for
December 4, 2000.
The Company is involved in various other claims and legal proceedings which have
arisen in the ordinary course of business. The Company believes that the
ultimate disposition of these claims will not have a material adverse effect on
the financial condition, cash flows or results of operations of the Company.
12. Sale of Bottling Territory
On September 29, 2000, the Company sold substantially all of its bottling
territory in the states of Kentucky and Ohio to Coca-Cola Enterprises Inc. The
Company received cash proceeds of $23 million related to the sale of this
territory and certain other operating assets. The Company recorded a pre-tax
gain of approximately $8.8 million as a result of this sale. The bottling
territory sold represented approximately 3% of the Company's annual sales
volume.
<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 third quarter and first nine months of 2000 compared to the
third quarter and first nine months of 1999 and changes in financial condition
from October 3, 1999 and January 2, 2000 to October 1, 2000.
The Company reported net income of $6.4 million or $.73 per share for the third
quarter of 2000 compared with net income of $5.8 million or $.67 per share for
the same period in 1999. The third quarter results for 2000 include a pre-tax
gain of $8.8 million resulting from the sale of certain bottling territory in
Kentucky and Ohio at the end of the quarter. The territory sold represented
approximately 3% of the Company's annual sales volume. In addition, the Company
recorded a provision for impairment of certain fixed assets for $3.2 million.
For the first three quarters of 2000, net income was $10.8 million or $1.23 per
share compared with $7.5 million or $.88 per share for the first three quarters
of 1999.
The Financial Accounting Standards Board ("FASB") has issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities." As subsequently
amended by FASB Statement No. 138, Statements Nos. 133 and 138 are effective for
all fiscal quarters of all fiscal years beginning after June 15, 2000.
Statements Nos. 133 and 138 will require the Company to recognize all
derivatives on the balance sheet at fair value. Derivatives that are not hedges
must be adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of derivatives
will either be offset against the change in fair value of the hedged assets,
liabilities or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings. The Company intends to adopt the provisions of
Statements Nos. 133 and 138 in the first quarter of 2001. The Company does not
believe that the adoption of Statements Nos. 133 and 138 will have a material
impact on the earnings and financial position of the Company.
Results of Operations:
Net selling price per case increased by approximately 6% and 8% for the third
quarter and first three quarters of 2000 over comparable periods in 1999. During
the past three years, the Company's unit sales growth significantly outpaced the
soft drink industry average growth rate. However, the Company's selling prices
did not keep pace with overall cost increases and as a result, net income
declined. In 2000, the Company has increased selling prices to cover increasing
raw material costs, higher fuel costs, lower marketing funding and to improve
operating margins.
Increases in net selling prices impacted unit sales volume in the third quarter
and first three quarters of 2000. Unit sales volume declined 7% for the third
quarter and 5.5% for the first three quarters of 2000. Excluding volume from
territories acquired during 1999, unit volume declined by approximately 9% in
the third quarter and 8% in the first three quarters of the year.
Noncarbonated beverages accounted for approximately 7% of the Company's volume
during the first three quarters of 2000. Dasani water has grown significantly in
2000, up more than 60% in the first three quarters of 2000 versus the same
period in 1999.
Cost of sales on a per unit basis increased approximately 1% in the third
quarter and 1% in the first three quarters of 2000 over the same periods in
1999. The increase in cost of sales per unit is primarily due to raw material
cost increases, offset somewhat by reductions in manufacturing labor and
overhead costs.
<PAGE>
Gross margin as a percentage of net sales for the third quarter increased to
46.8% from 45.1% in the third quarter of 1999 as selling price increases more
than offset the impact of lower volume and an increase in cost of sales per
unit. Gross margin as a percentage of net sales for the first three quarters of
2000 increased to 46.8% from 43.8% in the prior year.
Selling, general and administrative expenses for the third quarter of 2000
increased approximately 9% over the third quarter of 1999 and increased 10% for
the first three quarters of 2000 over the first three quarters of 1999. The
increase in selling, general and administrative expenses was due primarily to a
reduction in marketing funding from The Coca-Cola Company, enhancements to
employee compensation programs, higher fuel costs, costs associated with a
strike by employees in certain branches of the Company's West Virginia territory
(primarily security costs to protect Company personnel and assets) and
compensation expense related to a restricted stock award for the Company's
Chairman and Chief Executive Officer. A portion of the marketing funding from
The Coca-Cola Company has been changed for 2000 and is more closely tied to
changes in unit volume. As a result marketing funding has been negatively
impacted by the decline in volume for the third quarter and first three quarters
of 2000. Total marketing funding from The Coca-Cola Company was reduced by 34%
and 32% for the third quarter and first three quarters of 2000, respectively,
from levels in the same periods of 1999.
Excluding the effect of territories acquired in 1999, the impact of reduced
marketing funding from The Coca-Cola Company and expenses associated with the
strike in certain branches in the Company's West Virginia territory, selling,
general and administrative expenses decreased by approximately 2% for the third
quarter of 2000 compared to the third quarter of 1999.
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 2000, it is not obligated to do so under the Company's Master
Bottle Contract. Total marketing funding and infrastructure support from The
Coca-Cola Company and other beverage companies in the first three quarters of
2000 and 1999 was $36.8 million and $48.6 million, respectively.
Depreciation expense increased by approximately $0.8 million and $4.2 million in
the third quarter and first three quarters of 2000, respectively, from the
comparable periods in 1999. The increase was due primarily to the significant
capital investments the Company made during 1999 that totaled $256.6 million. Of
the total capital expenditures in 1999, approximately $155 million related to
the purchase of vehicles and vending equipment that were previously leased under
various operating lease agreements.
Amortization expense of $11.0 million increased by $0.8 million in the first
three quarters of 2000 due to the acquisition of three Coca-Cola bottlers during
1999.
Interest expense for the third quarter of 2000 of $13.6 million increased by $.6
million from the third quarter of 1999. Interest expense for the first three
quarters of 2000 increased by $4.0 million over the same period in the prior
year. The increase in interest expense for the first three quarters of 2000 is
due to
<PAGE>
additional borrowings related to the acquisition of three Coca-Cola bottlers
during 1999 as well as significant capital expenditures incurred in 1999 and
higher average interest rates on the Company's floating rate debt. The increase
in interest expense in the third quarter of 2000 was primarily due to higher
average interest rates on the Company's floating rate debt. The Company's
overall weighted average interest rate increased from an average of 6.6% during
the first three quarters of 1999 to an average of 7.2% during the first three
quarters of 2000.
Other income for the third quarter of 2000 was $4.2 million compared to other
expense of $1.1 million in the third quarter of 1999, or a net change of $5.3
million. The change in other income, net resulted from a gain on the sale of
bottling territory in Kentucky and Ohio of approximately $8.8 million. In
addition, the Company recorded a provision for impairment of certain fixed
assets of $3.2 million. The fixed asset impairment related primarily to idle
facilities, production equipment and cold drink equipment.
In March 2000, at the end of a collective bargaining agreement in Huntington,
West Virginia, the Company and Teamsters Local Union 505 were unable to reach
agreement on wages and benefits. The union elected to strike and other
Teamster-represented sales centers in West Virginia joined in a sympathy strike.
As of August 7, 2000, the Company and the respective Teamster local unions
settled all outstanding issues.
Changes in Financial Condition:
Working capital increased $31.4 million from January 2, 2000 to October 1, 2000
and $1.7 million from October 3, 1999 to October 1, 2000. The increase in
working capital from January 2, 2000 to October 1, 2000 is primarily
attributable to an increase in cash of $15.9 million, a reduction in the current
portion of long-term debt of $25.4 million and a reduction in accounts payable
and accrued liabilities of $14.3 million, offset by an increase in amounts due
to Piedmont Coca-Cola Bottling Partnership ("Piedmont") of $13.7 million. The
increase in cash of $15.9 million is due to the proceeds received from the sale
of the Company's Kentucky/Ohio bottling territory on the last business day of
the third quarter. The decrease in the current portion of long-term debt
reflects the repayment of $25.5 million of Medium-Term Notes that matured in
March 2000. The increase in amounts due to Piedmont of $13.7 million is due to
increased cash flow at Piedmont in 2000, principally due to an improvement in
operating margins.
Capital expenditures in the first three quarters of 2000 were $33.4 million
compared to $234.7 million in the first three quarters of 1999. Expenditures for
the first three quarters of 1999 included the purchase of approximately $155
million of previously leased equipment completed during January 1999.
Total debt (including the portion of long-term debt payable within one year)
decreased by $42.1 million from October 3, 1999 and $39.9 million from January
2, 2000. The decreases from the prior year and 1999 fiscal year-end are due
primarily to increased free cash flow. The Company's capital spending is down
significantly from high levels in 1998 and 1999. With the reduced levels of
capital spending,
<PAGE>
excess cash flow generated by operations has been used to repay long-term debt.
The reduction in debt has partially offset the impact of higher interest rates
and dampened increases in interest expense during 2000. As of October 1, 2000,
the Company had no amounts outstanding under its revolving credit facility and
$32.3 million outstanding under lines of credit.
As of October 1, 2000, the debt portfolio had a weighted average interest rate
of approximately 7.1% and approximately 42% of the total portfolio of $713
million was subject to changes in short-term interest rates.
In May 1999, the Company issued 368,482 shares of its Common Stock at $59.60 per
share in conjunction with the acquisition of Carolina Coca-Cola Bottling
Company.
The Company intends to continue to evaluate growth 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 stockholder value.
Sources of capital for the Company include operating cash flows, bank
borrowings, issuance of public or private debt and the issuance of equity
securities. Management believes that the Company, through these sources, has
sufficient financial resources available to maintain its current operations and
provide for its current capital expenditure and working capital requirements,
scheduled debt payments, interest and income tax liabilities and dividends for
stockholders.
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, forward-looking management comments and other
statements that reflect management's current outlook for future periods. These
statements include, among others, statements relating to: our growth strategy
increasing long-term stockholder value; the sufficiency of our financial
resources to fund our operations and capital expenditure requirements; our
expectations concerning capital expenditures; our expectations concerning the
effect of claims and legal proceedings and our expectations concerning the
effect of adoption of FASB Statements Nos. 133 and 138. These statements and
expectations are based on the current available competitive, financial and
economic data along with the Company's operating plans, and are subject to
future events and uncertainties. Events or uncertainties that could adversely
affect future periods include, without limitation: lower than expected net
pricing resulting from increased marketplace competition, an inability to meet
performance requirements for expected levels of marketing support payments from
The Coca-Cola Company, material changes from expectations in the cost of raw
materials and ingredients, higher than expected fuel prices, an inability to
meet projections for performance in newly acquired bottling territories,
unfavorable litigation outcomes and unfavorable interest rate fluctuations.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On August 3, 1999, North American Container, Inc. ("NAC") filed a Complaint For
Patent Infringement and Jury Demand (the "Complaint") against the Company and a
number of other defendants in the United States District Court for the Northern
District of Texas, Dallas Division, alleging that certain unspecified
blow-molded plastic containers used, made, sold, offered for sale and/or used by
the Company and other defendants infringes certain patents owned by the
plaintiff. NAC seeks an unspecified amount of compensatory damages for prior
infringement, seeks to have those damages trebled, seeks pre-judgment and
post-judgment interest, seeks attorneys fees and seeks an injunction prohibiting
future infringement and ordering the destruction of all infringing containers
and machinery used in connection with the manufacture of the infringing
products. The original Complaint names forty-two other defendants, including
Plastipak Packaging, Inc., Constar International, Inc., Constar Plastics, Inc.,
Continental PET Technologies, Inc., Southeastern Container, Inc., Western
Container, Inc., The Quaker Oats Company and others. Additional defendants have
been added by amendment. The Complaint covers many channels of trade relevant to
the PET bottle industry, including licensors, manufacturers, bottlers, bottled
product manufacturers and retail sellers of end product. The Company has
obtained partial indemnification from its suppliers for all damages it may incur
in connection with this proceeding. The Company has filed an answer to the
Complaint, as amended, and has denied the material allegations of NAC and seeks
recovery of attorney fees by having the case declared exceptional. The Company
has also filed a counterclaim seeking a declaration of invalidity and
non-infringement. A claims construction hearing is currently scheduled for
December 4, 2000.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number 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 Asset Acquisition Agreement, dated as of September 29, 2000,
by and among The Coca-Cola Bottling Company of West Virginia,
Inc., Coca-Cola Bottling Company of Roanoke, Inc. and
Coca-Cola Enterprises Inc.
10.2 Franchise Acquisition Agreement, dated as of September 29,
2000, by and among WVBC, Inc., ROBC, Inc. and Coca-Cola
Enterprises Inc.
10.3 Guaranty Agreement, dated as of September 29, 2000, between
the Company and Coca-Cola Enterprises Inc.
27 Financial data schedule for period ended October 1, 2000.
(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: November 14, 2000 By: /s/ David V. Singer
------------------------------
David V. Singer
Principal Financial Officer
of the Registrant
and
Vice President - Chief
Financial Officer
