SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of August, 1999
PANAMERICAN BEVERAGES, INC.
(Translation of registrant's name into English)
Tiburcio Montiel No. 15, Col. San Miguel Chapultepec,
C.P. 11850 Mexico, D.F., Mexico
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F x Form 40-F
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.)
Yes No x
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2
Table of Contents
Page
Press Release dated August 2, 1999: Panamco Reports
Second Quarter 1999 Financial Results............... 3
Signatures............................................. 14
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3
FOR IMMEDIATE RELEASE
Contact: Christian Philco
Panamerican Beverages, Inc.
305/856-7100
David Reno/Kimberly Polan
Sard Verbinnen & Co.
212/687-8080
PANAMCO REPORTS SECOND QUARTER 1999 FINANCIAL RESULTS
o Cash Operating Profit was $103.4 million; Net Loss of $0.5 million, or
flat EPS (basic and diluted); Exchange Loss related to dollar denominated
debt in Brazil was $2.2 million, or approximately $(0.01) per share.
o Cash Operating Profit increased 35.3% from the first quarter of this
year.
o One-Time Expenses of $3.1 million from closure of plant in Venezuela,
layoffs; Venezuelan plants now number 14 versus 18 one year ago.
o Continued strong focus on Controllable Expenses and Cash Flow despite
regional economic difficulties; 2Q Cash Operating Expenses decline 1.3%.
MEXICO CITY, August 2, 1999 - Panamerican Beverages, Inc. (NYSE:
PB), the largest soft drink bottler in Latin America and one of the world's
largest Coca-Cola bottlers with operations in Mexico, Brazil, Colombia,
Venezuela, Costa Rica, Nicaragua and Guatemala, today reported 1999 second
quarter results. For the second quarter of 1999, Panamco recorded Cash
Operating Profit (COP) of $103.4 million, a 19.4% decrease from $128.2 million
in the second quarter of 1998. Currency neutral (excluding the effect of the
Brazilian devaluation) and excluding $3.1 million in one-time Venezuelan
restructuring expenses, second quarter 1999 COP was $109.5 million. Second
quarter 1999 COP was 16.9% of net sales compared with 18.5% of net sales in
the 1998 period. Net sales for the 1999 second quarter were $612.4 million,
down 11.5% from $691.8 million in the 1998 second quarter. Operating income
was $40.3 million compared with $67.6 million in the 1998 second quarter.
The net loss for the 1999 second quarter was $0.5 million, or flat
earnings per share (basic and
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4
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diluted), compared to net income of $38.7 million, or $0.30 earnings per share
(basic and diluted) in the 1998 period. Per share data is based on 129.7
million basic and 130.3 million diluted weighted average shares outstanding
for the second quarter of 1999, compared to 129.5 million and 130.8 million,
respectively, in the 1998 period.
Francisco Sanchez-Loaeza, chairman and chief executive officer of
Panamco, said, "Panamco's second quarter results reflected the macro-economic
weakness impacting the soft drink industry in Brazil, Colombia and Venezuela.
We were pleased, however, with the solid performances of our Mexican and
Central American territories, as well as our progress in controlling expenses.
This progress is illustrated in the 35.3% increase in Cash Operating Profit
from the first quarter of 1999 to the second quarter of 1999."
Sanchez-Loaeza added, "As it has in the past, we believe that
Panamco will emerge from the current regional economic downturn stronger than
before. We are using our size and experience to enhance our long-term
competitive position in all our markets. Our market share has increased,
reaching an all-time high in Colombia; our new marketing strategy in Brazil
has begun to produce the desired results, and; our cost reduction efforts in
Venezuela have already restored profitability."
Sanchez-Loaeza concluded: "It is in this type of difficult
environment that the significant investments we've made in our territories
accelerate our ability to increase consumer preference for our products. While
we will continue to carefully monitor operating expenses, capital expenditures
and pare raw material costs, we will also invest selectively in marketing
initiatives and cooler placement programs where market dynamics warrant. Based
on our close to 60-year operating history in Latin America, we are confident
that we are doing the right thing at the right time to create long-term
shareholder value."
Total consolidated unit case sales volume in the 1999 second quarter
fell 2.1% to 288.3 million, from 294.3 million in the 1998 second quarter,
and, on a comparable basis (excluding the new Brazil franchise added in the
1998 third quarter), decreased 3.7%. Consolidated soft drink sales volume for
the period was down 6.3%, reflecting declines of 20.3% in Colombia, 29.8% in
Venezuela and 0.1% in the Central American Region, partially offset by
increases of 5.8% in Mexico and 12.9% in Brazil. Consolidated unit case sales
volume of bottled water increased 16.6% to 57.0 million, and unit case sales
volume of beer sold in Brazil and, as of February 1999, in Venezuela,
increased 1.4% to 11.9 million unit cases.
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Gross profit as a percentage of net sales increased to 51.1% during
the 1999 second quarter from 49.2% in the 1998 period, primarily driven by
cost savings in raw materials in several countries.
Cash Operating Expenses (operating expenses minus depreciation and
amortization) decreased 1.3% mainly due to tight controls on operating
expenses and the effect of the Brazilian Real and Colombian Peso devaluations,
partially offset by non-recurring expenses in Venezuela of $3.1 million
(discussed below) and the revaluation of the Mexican Peso during 1999. Higher
ongoing depreciation and amortization expenses, up 4.1% to $63.1 million, were
mainly attributable to: (a) higher depreciation charges related to Panamco's
ongoing capital expenditure program, including the placement of cold product
equipment in all channels, the expansion of distribution infrastructure, and
plant modernization, and; (b) higher goodwill charges generated by the
acquisition of the R.O.S.A. franchise in Brazil in the third quarter of 1998,
as well as minority interests in Brazil during the 1998 second quarter.
During the 1999 second quarter, Panamco recorded one-time expenses
totaling $3.1 million for the closing of one plant in Venezuela and severance
payments made in connection with a workforce reduction of approximately 560
people. The $3.1 million one-time charge was booked as part of second quarter
operating costs and expenses.
Also during the 1999 second quarter, the effective tax rate was
97.2% due to approximately $24 million of net expenses (operating expenses,
goodwill and interest) at the holding level that were permanent,
non-deductible items. Excluding those expenses, Panamco's tax rate would have
been 36.3%.
REGIONAL RESULTS
Mexico
Panamco Mexico, which operates throughout central Mexico, excluding
Mexico City, reported net sales of $211.2 million during the second quarter of
1999, an increase of 19.6% compared to the same quarter in 1998. Soft drink
sales grew 17.6% on volume growth of 5.8% to 71.3 million unit cases, and a
10.9% price increase in dollar terms. Water volume grew 20.5% to 39.1 million
unit cases, mainly due to increased coverage in franchise territories. During
the
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quarter, Panamco Mexico increased its already strong soft drink market share
by 1.9 points to 79.1%.
COP increased 30.4% to $47.9 million, and as a percentage of net
sales was 22.7% compared to 20.8% during the 1998 second quarter, mainly as a
result of the factors noted above, as well as a decrease in operating expenses
as a percentage of revenues, partially offset by higher costs related to an
increase in sales of non-returnable presentations.
Brazil
Panamco Brasil, which operates in the Sao Paulo, Campinas, Santos
and - as of September 1998 - Mato Grosso do Sul (R.O.S.A.) regions of Brazil,
reported 1999 second quarter net sales of $118.0 million, a decrease of 41.2%
from the 1998 quarter. Unit case sales volume of soft drinks grew 12.9%,
reversing the negative trend of the first quarter, despite current economic
conditions, to 55.0 million, or 5.1% excluding the 3.8 million unit cases
contributed by R.O.S.A. This increase was primarily the result of Panamco's
promotional pricing strategy. Beer volume grew 0.6% to 11.8 million unit
cases, and bottled water volume increased 11.0% to 2.4 million unit cases. The
decrease in revenue was mainly attributable to a 51.5% devaluation of the Real
during the comparable period. Despite these factors and competition, Panamco
Brasil increased its market leadership, with total soft drink market share of
54.8% in its territories.
COP decreased 68.3% to $5.8 million, or 4.9% of net sales, from 9.1%
of net sales in the second quarter of 1998. This decrease was mainly due to
the devaluation of the Brazilian currency.
During the quarter, Panamco Brasil recorded equity income in
earnings of Cervejarias Kaiser of $1.6 million, and an exchange loss of $2.2
million.
Colombia
Panamco Colombia, which operates throughout Colombia, reported net
sales of $99.5 million for the 1999 second quarter, down 17.1% from the
year-ago quarter. The revenue decline was mainly due to decreases in sales
volume of soft drinks and water of 20.3% and 4.3%, respectively, to 37.5
million or 10.1 million unit cases, attributable to economic recession; a
devaluation of the Colombian Peso of 19.0%, partially offset by price
increases of 19.0% in local currency, compared to the same period in 1998 and;
political turmoil. Despite these conditions,
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7
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Panamco Colombia strengthened its position in the market, achieving a record
high market share of 65.3% in the month of June 1999, up 4.5 points versus the
comparable period last year.
COP decreased 40.0% to $17.2 million, or 17.3% of net sales,
compared to 24.0% of net sales in the same period in 1998. Cash operating
expenses as a percentage of net sales grew to 38.1% in the second quarter of
1999 from 30.0% in the 1998 quarter, due to a time lag between the reduction
of expenses and the decrease in revenues, as well as higher marketing and
administrative expenses.
Venezuela
For the second quarter of 1999, Panamco Venezuela, which operates
throughout Venezuela, reported net sales of $130.6 million, down 7.5% from the
1998 second quarter. Sales volume was down 24.9% to 41.9 million unit cases,
mainly due to difficult economic conditions in the country, partially offset
by price increases of 23.3% in dollar terms compared to the same period in
1998. In February of 1999, Panamco Venezuela began distributing Regional beer
and sold 86,000 unit cases during the second quarter of this year. Panamco
Venezuela's soft drink market share continued to be very strong at 68.9%.
COP was $23.7 million, or 18.1% of net sales, compared with 22.4% of
net sales in the second quarter of 1998, due to higher administrative expenses
and approximately $3.1 million of one-time charges related to the closing of
one plant and a workforce reduction of approximately 560 people.
Panamco Venezuela more than tripled its operating income over the
first quarter of this year, turning an operating loss of $11.4 million in the
first quarter of 1999 into operating income of $5.9 million in the second
quarter of 1999. These results were primarily due to the company's strategic
initiatives regarding price increases and cost reductions implemented in the
past months.
Central America
Panamco's Central American region includes franchises in Costa Rica,
Nicaragua and Guatemala. The region reported net sales of $52.9 million for
the second quarter of 1999, a decrease of 0.6% from $53.3 million in the 1998
quarter. The decrease was mainly due to a change in the product mix in Costa
Rica and a 16.1% devaluation of the Guatemalan Quetzal compared to the same
period in 1998, partially offset by sales growth in Nicaragua. Volume growth
for the
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8
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region was 2.1% to 18.5 million unit cases. Soft drink volume was 17.4 million
unit cases, or flat compared to the 1998 second quarter, and water volume grew
77.0% to 0.9 million unit cases. Panamco's market share in the region
increased to 89.9% in Costa Rica and 42.7% in Guatemala and remained strong in
Nicaragua at 80.8%.
COP in the 1999 second quarter increased 5.1% to $11.4 million, or
21.5% of net sales compared to 20.3% of net sales in the second quarter of
1998, due mainly to lower marketing and administrative expenses in the Costa
Rican and Guatemalan franchises.
SIX MONTHS RESULTS
For the six months ended June 30, 1999, consolidated net sales
reached $1.2 billion, a decrease of 16.1% over sales of $1.4 billion in the
same period in 1998. COP of $179.8 million in the first half of 1999 declined
28.8% from the 1998 period. The net loss for the first six months of 1999 was
$40.5 million, or a loss of $0.31 basic and diluted earnings per share,
compared to net income of $80.0 million, or $0.62 basic and $0.61 diluted
earnings per share, for the same period in 1998. Basic and diluted earnings
per share for the first half of 1999 are based on 129.7 million and 130.0
weighted average shares outstanding, respectively, compared to 129.6 million
and 130.7 million in the first half of 1998.
Panamco is the largest soft drink bottler in Latin America and one
of the world's largest bottlers of the soft drink products of The Coca-Cola
Company. The Company produces and distributes substantially all Coca-Cola soft
drink products in its franchise territories in Mexico, Brazil, Colombia,
Venezuela, Costa Rica, Nicaragua and Guatemala, along with bottled water, beer
and other beverages. Panamco is an anchor bottler of The Coca-Cola Company.
Statements made in this press release that are not historical in nature may
include "forward-looking statements" within the meaning of U.S. federal
securities laws. It is important to note that these statements involve a
number of risks, uncertainties and other factors that could cause Panamco's
actual results to differ materially from those included in such
forward-looking statements. Information concerning such factors is contained
in Panamco's Annual Report on Form 20-F for the year ended December 31, 1998,
and other documents subsequently filed by Panamco with the U.S. Securities and
Exchange Commission (the "SEC"), all of which are available from the SEC.
###
[tables follow]
<PAGE>
9
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
( unaudited )
( Stated in thousands of U.S. dollars, except per share amounts )
<TABLE>
<CAPTION>
For the three months For the six months
ended ended
June 30, June 30,
---------------------- --------------------------
1999 1998 1999 1998
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales ..................................... $ 612,372 $ 691,826 $ 1,175,354 $ 1,400,645
Cost of sales, excluding depreciation
and amortization ............................ 299,680 351,596 585,672 719,618
--------- --------- ----------- -----------
Gross profit ........................... 312,692 340,230 589,682 681,027
Operating expenses:
Selling, general and administrative ........... 209,302 211,998 409,891 428,507
Depreciation and amortization, excluding
goodwill .................................... 53,936 51,764 107,655 102,552
Amortization of goodwill ...................... 9,168 8,847 18,177 17,436
--------- --------- ----------- -----------
272,406 272,609 535,723 548,495
--------- --------- ----------- -----------
Operating income ....................... 40,286 67,621 53,959 132,532
Interest income (expense), net ................ (23,661) (19,531) (46,816) (37,204)
Other income (expense), net ................... (2,496) 8,121 (27,079) 18,379
--------- --------- ----------- -----------
Income (loss) before income taxes ...... 14,129 56,211 (19,936) 113,707
Income taxes .................................. 13,730 16,700 19,179 30,974
--------- --------- ----------- -----------
Income (loss) before minority interest . 399 39,511 (39,115) 82,733
Minority interest in earnings of subsidiaries . 860 840 1,428 2,716
--------- --------- ----------- -----------
Net income (loss) ...................... ($ 461) $ 38,671 ($ 40,543) $ 80,017
========= ========= =========== ===========
Cash Operating Profit (Operating income
plus depreciation and amortization) .... $ 103,390 $ 128,232 $ 179,791 $ 252,520
========= ========= =========== ===========
Basic earnings per share ............... $ 0.00 $ 0.30 ($ 0.31) $ 0.62
========= ========= =========== ===========
Weighted basic average shares
outstanding, in thousands .............. 129,700 129,524 129,676 129,603
========= ========= =========== ===========
Diluted earnings per share ............. $ 0.00 $ 0.30 ($ 0.31) $ 0.61
========= ========= =========== ===========
Weighted diluted average shares
outstanding, in thousands 130,320 130,787 130,044 130,745
========= ========= =========== ===========
</TABLE>
<PAGE>
10
<TABLE>
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
( Stated in thousands of U.S. dollars )
( unaudited )
<CAPTION>
6/30/99 12/31/98 6/30/99 12/31/98
-------- -------- --------- --------
<S> <C> <C> <C> <C>
A S S E T S LIABILITIES
Current assets: Current liabilities:
Cash and equivalents $239,940 $131,152 Bank loans $163,220 $302,063
Accounts receivable, net 118,554 175,008 Current portion of LTD 52,785 55,332
Inventories, net 129,937 149,387 Accounts payable 141,630 207,217
Other 23,683 30,231 Other 107,859 114,076
-------- -------- -------- ---------
Total current assets 512,114 485,778 Total current liabilities 465,494 678,688
Long-term liabilities:
Long-term debt 1,186,713 771,267
Other 178,169 193,258
--------- ---------
Investment 196,926 43,990 Total long-term liabilities 1,364,882 964,525
Fixed assets, net 1,563,786 1,645,199
Goodwill, net 1,307,426 1,347,446 Minority interest 29,076 26,243
Other assets, net 115,063 125,277 Shareholders' equity 1,835,863 1,978,234
---------- ---------- --------- ---------
Total assets $3,695,315 $3,647,690 Total liabilities/equity $3,695,315 $3,647,690
========== ========== ========== ==========
</TABLE>
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11
<TABLE>
PANAMCO MEXICO
(Dollars in thousands)
( unaudited )
<CAPTION>
Three months ended Six months ended
June 30 June 30
----------------------- ---------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Income statement data:
Net sales $211,246 $176,676 $374,255 $317,274
Cost of sales 99,199 83,092 179,802 152,733
---------- ---------- ---------- ----------
Gross profit 112,047 93,584 194,453 164,541
Operating expenses:
Selling, general and administrative 64,158 56,870 118,693 105,101
Depreciation and amortization,
excluding goodwill 10,027 8,060 17,636 15,424
Amortization of goodwill 740 712 1,443 1,423
---------- ---------- ---------- ----------
$37,122 $27,942 $56,681 $42,593
Operating income
========== ========== ========== ==========
Net income attributable to Panamco $22,852 $18,778 $36,187 $28,595
========== ========== ========== ==========
Cash Operating Profit $47,889 $36,714 $75,760 $59,440
========== ========== ========== ==========
Unit case sales data (in millions):
Soft drinks 71.3 67.4 133.1 125.2
Water 39.1 32.5 69.3 54.4
New products 0.7 0.3 1.1 0.7
PANAMCO BRASIL
(Dollars in thousands)
( unaudited )
Three months ended Six months ended
June 30 June 30
----------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
Income statement data:
Net sales $118,034 $200,741 $251,317 $459,043
Cost of sales 73,474 121,679 156,136 278,733
---------- ---------- ---------- ----------
Gross profit 44,560 79,062 95,181 180,310
Operating expenses:
Selling, general and administrative 38,751 60,715 77,614 127,047
Depreciation and amortization,
excluding goodwill 7,639 11,139 16,849 24,060
Amortization of goodwill 574 307 1,025 628
---------- ---------- ---------- ----------
Operating income (loss) ($2,404) $6,901 ($307) $28,575
========== ========== ========== ==========
Net income (loss) attributable to Panamco ($2,854) $5,710 ($27,334) $21,794
========== ========== ========== ==========
$5,809 $18,347 $17,567 $53,263
Cash Operating Profit
========== ========== ========== ==========
Unit case sales data (in millions):
Soft drinks 55.0 48.7 106.8 08.3
Water 2.4 2.2 6.4 5.2
Beer 11.8 11.7 27.4 27.3
</TABLE>
<PAGE>
12
PANAMCO COLOMBIA
(Dollars in thousands)
( unaudited )
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
----------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Income statement data:
Net sales $99,510 $119,990 $205,509 $250,553
Cost of sales 44,339 55,228 90,606 112,324
---------- ---------- ---------- ----------
Gross profit 55,171 64,762 114,903 138,229
Operating expenses:
Selling, general and administrative 37,926 36,013 77,696 79,542
Depreciation and amortization 14,525 13,582 29,133 26,915
---------- ---------- ---------- ----------
Operating income $2,720 $15,167 $8,074 $31,772
========== ========== ========== ==========
Net income attributable to Panamco $1,256 $11,546 $5,287 $27,166
========== ========== ========== ==========
$17,245 $28,749 $37,207 $58,687
Cash Operating Profit
========== ========== ========== ==========
Unit case sales data (in millions):
Soft drinks 37.5 47.1 75.3 98.0
Water 10.1 10.5 19.8 23.6
PANAMCO VENEZUELA
(Dollars in thousands)
( unaudited )
Three months ended Six months ended
June 30 June 30
----------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
Income statement data:
Net sales $130,644 $141,165 $237,923 $283,033
Cost of sales 58,112 67,155 109,826 133,927
---------- ---------- ---------- ----------
Gross profit 72,532 74,010 128,097 149,106
Operating expenses:
Selling, general and administrative 48,870 42,323 97,623 89,140
Depreciation and amortization 17,757 16,035 36,021 31,000
---------- ---------- ---------- ----------
Operating income (loss) $5,905 $15,652 ($5,547) $28,966
=========== ========== ========== ==========
Net income (loss) attributable to Panamco ($377) $12,412 ($15,066) $24,952
=========== ========== ========== ==========
Cash Operating Profit $23,662 $31,687 $30,474 $59,966
=========== ========== ========== ==========
Unit case sales data (in millions):
Soft drinks 35.8 51.0 74.1 101.2
Water 4.4 3.1 8.6 5.1
New products 1.6 1.6 2.9 3.1
Beer 0.1 - 0.1 -
</TABLE>
<PAGE>
13
PANAMCO CENTRAL AMERICA
(Dollars in thousands)
( unaudited )
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
----------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Income statement data:
Net sales $52,938 $53,254 $106,350 $90,742
Cost of sales 24,556 24,442 49,302 41,901
---------- ---------- ---------- ----------
28,382 28,812 57,048 48,841
Gross profit
Operating expenses:
Selling, general and administrative 17,001 17,982 34,135 29,062
Depreciation and amortization,
excluding goodwill 4,500 3,238 8,926 5,734
Amortization of goodwill 66 73 133 148
---------- ---------- ---------- ----------
$6,815 $7,519 $13,854 $13,897
Operating income
========== ========== ========== ==========
Net income attributable to Panamco $3,481 $4,654 $7,291 $8,907
========== ========== ========== ==========
$11,381 $10,830 $22,913 $19,779
Cash Operating Profit
========== ========== ========== ==========
Unit case sales data (in millions):
Soft drinks 17.4 17.4 34.4 29.7
Water 0.9 0.5 1.8 0.9
New products 0.1 0.2 0.3 0.3
</TABLE>
<PAGE>
14
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.
PANAMERICAN BEVERAGES, INC.
(Registrant)
by /s/ Paulo J. Sacchi
---------------------------
Name: Paulo J. Sacchi
Title: Vice President-
Finance and Treasurer
Dated: August 5, 1999
