UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10 - Q
X Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
- -- of 1934
For the quarterly period ended March 31, 2000
__ Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission file number 1-12290
PANAMERICAN BEVERAGES, INC.
Republic of Panama Not Applicable
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification no.)
c/o Panamco L.L.C.
701 Waterford Way
Suite 800
Miami, Florida 33126
-------------------------------------------------
(Address of principal executive offices) (Zip Code)
(305) 856-7100
-------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports require
to be failed by section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding twelve months, 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 A Common Stock: 119,880,006
Class B Common Stock: 8,971,431
Class C Preferred Stock: 2
<PAGE>
Table of Contents
Page
PART I FINANCIAL INFORMATION
Item 1.FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets (unaudited)
as of December 31, 1999 and March 31, 2000............................1
Condensed Consolidated Statements of Operations
(unaudited) for the three-month periods ended
March 31, 1999 and 2000...............................................2
Condensed Consolidated Statements of Cash Flows
(unaudited) for the three-month periods ended
March 31, 1999 and 2000...............................................3
Notes to Condensed Consolidated Financial
Statements (unaudited)................................................4
PANAMCO MEXICO -- Selected Statements of Operations Data
(unaudited) for the three-month periods ended
March 31, 1999 and 2000..............................................11
PANAMCO BRASIL -- Selected Statements of Operations Data
(unaudited) for the three-month periods
ended March 31, 1999 and 2000........................................12
PANAMCO COLOMBIA -- Selected Statements of Operations Data
(unaudited) for the three-month periods
ended March 31, 1999 and 2000........................................13
PANAMCO VENEZUELA -- Selected Statements of Operations Data
(unaudited) for the three-month periods
ended March 31, 1999 and 2000........................................14
PANAMCO CENTRAL AMERICA -- Selected Statements of Operations
Data (unaudited) for the three-month periods ended
March 31, 1999 and 2000..............................................15
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..................................16
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK..........................................................24
<PAGE>
PART II OTHER INFORMATION...................................................24
Item 1. Legal Proceedings...................................................24
Item 2. Change in Securities and Use of Proceeds............................24
Item 3. Defaults upon Senior Securities.....................................25
Item 4. Submission of Matters to a Vote of Security Holders.................25
Item 5. Other Information...................................................25
Item 6. Exhibits and Reports on Form 8-K....................................25
Signatures..................................................................26
<PAGE>
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in thousands of U.S. dollars)
(Unaudited)
December 31, March 31,
ASSETS 1999 2000
----------- ----------
Current assets:
Cash and equivalents $ 152,648 $ 154,767
Accounts receivable, net 133,776 125,188
Inventories, net 122,978 106,640
Other 17,648 19,603
----------- -----------
Total current assets 427,050 406,198
Investments 215,129 219,555
Property, plant, and equipment, net 1,218,383 1,206,578
Bottles and cases, net 310,856 295,063
Goodwill, net 1,292,414 1,286,930
Other assets, net 149,290 153,773
----------- -----------
$ 3,613,122 $ 3,568,097
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank loans $ 33,529 $ 28,907
Current portion of long-term debt 64,640 65,051
Accounts payable 152,230 154,762
Other current liabilities 130,103 167,533
----------- -----------
Total current liabilities 380,502 416,253
Long-term liabilities:
Long-term debt 1,249,972 1,250,253
Other long-term liabilities 202,778 204,246
----------- -----------
Total long-term liabilities 1,452,750 1,454,499
Minority interest in consolidated subsidiaries 27,974 27,475
Shareholders' equity:
Capital 1,480 1,480
Capital in excess of par value 1,584,787 1,585,113
Retained earnings 616,778 506,967
Accumulated other comprehensive loss (393,850) (354,716)
----------- -----------
1,809,195 1,738,844
Less shares held in treasury, at cost 57,299 68,974
----------- -----------
Total shareholders' equity 1,751,896 1,669,870
$ 3,613,122 $ 3,568,097
============ ============
The accompanying notes are an integral part of these condensed consolidated
unaudited statements.
-1-
<PAGE>
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in thousands of U.S. dollars, except per share amounts)
(Unaudited)
Three months ended
March 31,
------------------------------
1999 2000
------------ ------------
Net sales $ 562,982 $ 608,181
Cost of sales, excluding
depreciation and amortization 282,381 298,421
------------ ------------
Gross profit 280,601 309,760
Operating expenses:
Selling, general and administrative 197,026 207,440
Depreciation and amortization,
excluding goodwill 53,719 56,726
Amortization of goodwill 9,009 9,104
Facilities reorganization charges 7,174 79,878
------------ ------------
266,928 353,148
Operating income (loss) 13,673 (43,388)
Interest expense, net (23,155) (29,371)
Other expense, net (24,583) (8,249)
------------ ------------
Loss before income taxes (34,065) (81,008)
Income taxes (benefit) 5,449 (9,255)
------------ ------------
Loss before minority interest (39,514) (71,753)
Minority interest in earnings (losses)
of subsidiaries 568 (251)
------------ ------------
Net loss $ (40,082) $ (71,502)
============ ============
Cash operating profit $ 76,401 $ 61,974
============ ============
Basic loss per share $ (0.31) $ (0.55)
============ ============
Basic weighted average shares
outstanding, in thousands 129,651 129,142
============ ============
Diluted loss per share $ (0.31) $ (0.55)
============ ============
Diluted weighted average shares
outstanding, in thousands 129,651 129,142
============ ============
The accompanying notes are an integral part of these condensed consolidated
unaudited statements.
-2-
<PAGE>
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of U.S. dollars)
(Unaudited)
Three months ended March 31,
------------------------------
1999 2000
-------------- ------------
Net cash provided by operating activities $ 50,928 $ 75,300
Cash flows from investing activities:
Capital expenditures (62,124) (39,246)
Purchases of bottles and cases, net (16,037) (12,083)
Purchases of investments (154,027) (4,000)
Proceeds from sale of investments (6) -
Proceeds from sale of property,
plant and equipment 7,042 10,193
Other 24,216 (257)
Net cash used in investing activities (200,936) (45,393)
Cash flows from financing activities:
Payment of bank loans and other (209,462) (9,730)
Proceeds from bank loans, other and
other long-term Borrowings 490,496 6,319
Issuance of capital stock 224 412
Acquisition of capital stock - (11,761)
Payment of dividends to minority interest (230) (235)
Payment of dividends to shareholders (7,549) (7,730)
Other 1,762
----------- ----------
Net cash provided by (used in)
financing activities 273,479 (20,963)
Effect of exchange rate changes on cash (1,801) (6,825)
Net increase in cash and equivalents 121,670 2,119
Cash and equivalents at beginning of year 131,152 152,648
----------- ----------
Cash and equivalents at end of year $ 252,822 $ 154,767
=========== ==========
Supplemental cash flow disclosures:
Cash paid during the year for--
Interest $ 22,746 $ 36,104
=========== ==========
Income taxes $ 9,193 $ 8,906
=========== ==========
The accompanying notes are an integral part of these condensed consolidated
unaudited statements.
-3-
<PAGE>
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of U. S. dollars)
(Unaudited)
(1) Basis of presentation
The unaudited condensed consolidated financial statements as of March
31, 1999 and 2000 included herein have been prepared by Panamerican Beverages,
Inc. (the "Company"), in accordance with the rules and regulations of the
Securities and Exchange Commission (the "SEC"). In the opinion of management,
these unaudited condensed consolidated financial statements contain all
adjustments, which are of a normal recurring nature, necessary to present fairly
the Company's financial position as of March 31, 2000, and the results of
operations for the three-month periods ended March 31,1999 and 2000. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the SEC.
These unaudited financial statements should be read in conjunction
with the audited financial statements and the notes thereto included in the
Company's Annual Report on Form 20-F filed with the SEC on May 15, 2000. The
Company has made no significant changes in accounting policies from those
reflected in the financial statements included in the Annual Report on Form
20-F.
The financial statements of the Colombian and Venezuelan subsidiaries
for all periods have been remeasured into U.S. dollars, the reporting and
functional currency, in accordance with Statement of Financial Accounting
Standards (SFAS) No. 52, "Foreign Currency Translation", as it applies to highly
inflationary economies. The functional currencies of the Mexican, Brazilian,
Costa Rican, Nicaraguan and Guatemalan subsidiaries is the Mexican peso,
Brazilian real, Costa Rican colon, Nicaraguan cordova and Guatemalan quetzal,
respectively, for the 1999 and 2000 periods. The financial statements of the
Mexican, Brazilian, Costa Rican, Nicaraguan and Guatemalan subsidiaries for the
1999 and 2000 periods have been translated using the current rate translation
method and the resulting translation adjustments are included in accumulated
other comprehensive income, which is as a component of shareholders' equity.
Foreign currency translation gains (losses) on monetary assets and liabilities
for the Colombian and Venezuelan subsidiaries have been included in the
statements of operations accounts to which such items relate as shown below:
-4-
<PAGE>
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of U. S. dollars)
(Unaudited)
Three Months Ended
March 31,
-----------------------------------
1999 2000
-------------- ---------------
Net sales $ (532) $ (310)
Cost of sales and
Operating expenses 2,550 1,216
Interest and other
Income 440 (573)
Provision for income taxes 426 291
Net translation gain 2,884 $ 624
(2) New accounting standards
In September 1998, the Financial Accounting Standards Board (FASB)
issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities". This statement will be effective beginning January 1, 2001. The
Company does not believe the adoption of this standard, which will be
implemented in the first quarter of 2001, will have a material effect on its
financial position or results of operations.
(3) Reorganization program
During the quarter ended March 31, 2000, the Company implemented a
reorganization program. As a result of this reorganization program, the Company
recorded the following items in the statement of operations:
Facilities reorganization charges.- During the quarter ended March 31, 2000, the
Company recorded $79,878 of charges primarily as a result of the write-off of
non-cash items of property, plant and equipment and obsolete bottles and cases
amounting to $39,533, and $40,345 of cash items relating primarily to severance
payments, job terminations and reorganization of the distribution system of the
Venezuelan and Brazilian subsidiaries. During the quarter ended March 31, 1999,
the Company recorded $7,174 of cash items related to severance payments and job
terminations. These amounts have been recorded as facilities reorganization
charges.
-5-
<PAGE>
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of U. S. dollars)
(Unaudited)
Non-operating expenses.- During the first quarter 2000, the Compnay recorded
$5,387 of charges related to the diposal of non-operating assets, including
land of some of the operating plants, which are presented as part of other
expenses, net.
As a result of the facilities reorganization chages and the reorganization
expenses, the Company recorded a tax benefit of $23,405.
The following table shows a summary of the charges and benefits recorded
in the statements of operations:
Cash Non-cash Total
---- -------- -----
Restructuring charges $ 39,810 $ 19,590 $ 59,400
Assets write-offs 535 19,943 20,478
--------- --------- ---------
40,345 39,533 79,878
Non-operating charges - 5,387 5,387
--------- --------- ---------
$ 40, 345 $ 44,920 85,265
========= =========
Income tax benefit 23,405
---------
$ 61,860
=========
The following table shows the status of the balance of the reorganization
allowance at March 31, 2000 included as part of other current liabilities:
<TABLE>
<CAPTION>
=======Applications=======
======Charges======
Balance at Write off Balance at
December 31, Cash Non-cash recorded in Severance March 31,
1999 fixed assets Payments Assets sold 2000
<S> <C> <C> <C> <C> <C> <C> <C>
Write-off of fixed
assets $ - $ 1,411 $ 39,533 $ 20,478 $ - $ 6,112 $ 14,354
Job termination
and severance
benefits - 31,902 - - 12,090 - 19,812
Other - 7,032 - - - - 7,032
------- -------- -------- -------- -------- ------- --------
Total $ - $ 40,345 $ 39,533 $ 20,478 $ 12,090 $ 6,112 $ 41,198
======= ======== ======== ======== ======== ======= ========
</TABLE>
(4) Inventories, net
December 31, March 31,
1999 2000
------------- ----------
Bottled beverages and coolers $ 32,683 $ 26,756
Raw materials 49,341 40,241
Spare parts and supplies 45,018 44,484
------------ ----------
127,042 111,481
Less - Allowance for obsolete
and slow-moving items 4,064 4,841
------------ ----------
$ 122,978 $ 106,640
============ ==========
-6-
<PAGE>
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of U. S. dollars)
(Unaudited)
(5) Property, plant, equipment, bottles and cases, net
December 31, March 31,
1999 2000
---------------- ----------
Property, plant and equipment $ 2,034,622 $ 2,038,630
Less - Accumulated depreciation 816,239 832,052
------------ -------------
1,218,383 1,206,578
Bottles and cases, net 310,856 295,063
------------ -------------
$ 1,529,239 $ 1,501,641
============ =============
(6) Transactions with related parties
For the three months ended March 31, 2000, the Company carried out
transactions with related parties. A summary of balances as of December, 31 1999
and March 31, 2000 and transactions for the three months ended March 31, 1999
and 2000 with related parties is as follows:
December 31, March 31,
1999 2000
------------- ----------
Accounts receivable:
Subsidiaries of Coca-Cola $ 9,991 $ 5,926
Subsidiaries of Kaiser 3,488 366
---------- ----------
$ 13,479 $ 6,292
========== ==========
Accounts payable:
Subsidiaries of Coca-Cola $ 48,946 $ 40,065
Productos de Vidrio, S.A. 6,630 -
Central Azucarero Portuguesa, C.A. 1,628 -
Tapon Corona de Colombia, S.A. 1,936 707
Comptec, S.A. 976 686
---------- ----------
$ 60,116 $ 41,458
========== ==========
-7-
<PAGE>
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of U. S. dollars)
(Unaudited)
Three Months Ended
March 31,
------------------------------
1999 2000
---- -----
Income:
Marketing expense support $ 9,528 $ 10,156
Other 824 768
---------- ----------
$ 10,352 $ 10,924
========== ==========
Expenses:
Purchase of concentrate $ 65,113 $ 64,932
Purchase of beer 23,262 14,587
Purchase of other inventories 6,570 8,410
---------- ----------
$ 94,945 $ 87,929
========== ==========
Capital expenditure incentives received $ 2,521 $ -
in cash ========== ==========
(7) Other transactions
On March 18, 1999, the Company entered into an agreement with ING
Baring US Capital, LLC as arranger and administrative agent, for a
three-year loan in the amount of $300,000 with quarterly interest payments.
The proceeds were used to repay short-term bank loans of the Company. The
loan agreement establishes certain restrictions including a minimum
consolidated equity of $1,750,000 and other covenants and ratios. During
November 1999, $80,000 of this loan was repaid prior to the scheduled
repayment date. In March 27, 2000 there was an amendment to the loan
agreement in which certain restrictions and other covenants and ratios were
modified. The new required minimum consolidated equity is $1,500,000.
(8) Repurchase program
On December 9, 1999, the Board of Directors authorized a
repurchase shares program of its Class A Common Stock in an amount not to
exceed $100,000 in the aggregate. The shares could be repurchased in the
open market or in privately negotiated transactions, depending on market
conditions and other factors. The Company repurchased 645,916 shares
amounting to $11,753 during the first quarter of 2000, cumulating 1,014,500
shares repurchased since the beginning of the program in December 1999.
-8-
<PAGE>
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of U. S. dollars)
(Unaudited)
(9) Comprehensive loss
Beginning in 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income". This standard which requires the display of the
comprehensive income and its components in the financial statements. In the
Company's case, comprehensive income includes net income and foreign
currency translation. The comprehensive income for the three-month periods
ended March 31 1999 and 2000 is as follows:
Three Months Ended
March 31,
-----------------------------
1999 2000
------------ ---------------
Net loss $ (40,082) $ (71,502)
Other comprehensive income (loss):
Initial effect on deferred taxes
relating to the change in the
functional currency in the
Mexican subsidiary (4,937) -
Foreign currency translation (85,085) 8,555
--------- ---------
$(130,104) $ (62,947)
========= =========
(10) Segments and related information
Relevant information concerning the geographic areas in which the
Company operates, is as follows:
-9-
<PAGE>
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of U. S. dollars)
(Unaudited)
<TABLE>
<CAPTION>
March 1999
Central
Brazil Colombia Mexico Venezuela America Corporate Total
------ -------- ------ --------- ------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales $ 133,283 $ 105,999 $ 163,009 $ 107,279 $ 53,412 $ - $ 562,982
========= ========= ========= ========= ======== =========== =========
Operating income (loss) $ 2,097 $ 5,354 $ 19,559 $ (11,452) $ 7,039 $ ( 8,924) $ 13,673
========= ========= ========= ========= ======== =========== =========
Interest expense, net $ (4,512) $ (1,496) $ (2,567) $ (3,300) $ (592) $ (10,688) $ (23,155)
========= ========= ========= ========= ======== =========== =========
Depreciation and amortization 9,661 $ 14,608 $ 8,312 $ 18,264 $ 4,493 $ 7,390 $ 62,728
========= ========= ========= ========= ======== =========== =========
Capital expenditures $ 14,482 $ 7,250 $ 16,577 $ 14,156 $ 9,659 $ - $ 62,124
========= ========= ========= ========= ======== =========== =========
December 1999
-------------
Long-lived assets $ 309,441 $ 445,428 $ 448,196 $ 466,846 $133,080 $1,293,878 $3,096,869
========= ========= ========= ========= ======== =========== =========
Total assets $ 486,198 $ 498,005 $ 549,420 $ 556,696 $171,174 $1,351,629 $3,613,122
========= ========= ========= ========= ======== =========== =========
March 2000
----------
Net sales $ 127,717 $ 91,885 $ 219,194 $ 116,476 $ 52,909 $ - $ 608,181
========= ========= ========= ========= ======== =========== =========
Operating income (loss) $ (3,287) $ (16,165) $ 11,491 $ (31,054) $ 4,928 $ (9,301) $ (43,388)
========= ========= ========= ========= ======== =========== =========
Interest expense, net $ (3,436) $ (1,763) $ (4,539) $ (5,847) $ (281) $ (13,505) $ (29,371)
========= ========= ========= ========= ======== =========== =========
Depreciation and Amortization $ 7,374 $ 14,782 $ 13,020 $ 19,119 $ 4,232 $ 7,303 $ 65,830
========= ========= ========= ========= ======== =========== =========
Capital expenditures $ 1,043 $ 2,123 $ 19,814 $ 11,194 $ 5,072 $ - $ 39,246
========= ========= ========= ========= ======== =========== =========
Long-lived assets $ 298,905 $ 434,583 $465,438 $449,499 $133,226 $1,285,926 $3,067,577
========= ========= ========= ========= ======== =========== =========
Total assets $ 473,500 $ 490,869 $584,005 $523,945 $169,139 $1,326,639 $3,568,097
</TABLE>
(11) Reclassifications of prior financial statements
Certain amounts in the financial statements at March 31, 1999 have been
reclassified in order to conform to the presentation of the financial
statements at March 31, 2000.
The statements of operations data for Panamco Mexico, Panamco Brasil,
Panamco Colombia, Panamco Venezuela, and Panamco Central America (Costa
Rica, Nicaragua and Guatemala) are presented on the following pages. The
data presented as of and for each period have been derived from the
unaudited financial statements of Panamco Mexico, Panamco Brasil, Panamco
Colombia, Panamco Venezuela, and Panamco Central America, as applicable,
which financial statements are not included herein.
-10-
<PAGE>
<TABLE>
<CAPTION>
PANAMCO MEXICO
(Stated in thousands of U.S. dollars)
(Unaudited)
Three months ended
March 31,
----------------------------
1999 2000
----------- -----------
Selected Statements of Operations:
<S> <C> <C>
Net sales $ 163,009 $ 219,194
Cost of sales, excluding depreciation and amortization 80,603 100,987
----------- -----------
Gross profit 82,406 118,207
Operating expenses:
Selling, general and administrative 54,535 74,737
Depreciation and amortization, excluding goodwill 7,609 12,274
Amortization of goodwill 703 746
Facilities reorganization charges - 18,959
----------- -----------
62,847 106,716
----------- -----------
Operating income 19,559 11,491
Interest expense, net (2,567) (4,539)
Other income (expense), net 3,970 (1,623)
----------- -----------
Income before income taxes 20,962 5,329
Income taxes 6,842 1,614
----------- -----------
Income before minority interest 14,120 3,715
Minority interest in Panamco Mexico subsidiaries 533 140
----------- -----------
Net income attributable to Panamco Mexico 13,587 3,575
Minority interest in Panamco Mexico 252 66
----------- -----------
Net income attributable to Panamco $ 13,335 $ 3,509
=========== ===========
Unit case sales data (in millions):
Soft drinks 61.7 66.9
Water 30.2 37.0
Other products 0.5 0.5
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
PANAMCO BRASIL
(Stated in thousands of U.S. dollars)
(Unaudited)
Three months ended
March 31,
----------------------------
1999 2000
----------- -----------
Selected Statements of Operations:
<S> <C> <C>
Net sales $ 133,283 $ 127,717
Cost of sales, excluding depreciation and amortization 82,021 79,629
------------ ------------
Gross profit 51,262 48,088
Operating expenses:
Selling, general and administrative 37,280 32,883
Depreciation and amortization, excluding goodwill 9,210 6,866
Amortization of goodwill 451 508
Facilities reorganization charges 2,224 11,118
------------ ------------
49,165 51,375
------------ ------------
Operating income (loss) 2,097 (3,287)
Interest expense, net (4,512) (3,436)
Other expense, net (29,680) (1,765)
------------ ------------
Loss before income taxes (32,095) (8,488)
Income tax benefit (7,267) (3,142)
------------ ------------
Loss before minority interest (24,828) (5,346)
Minority interest in Panamco Brazil (348) (58)
------------ ------------
Net loss attributable to Panamco $ (24,480) $ (5,288)
============ ============
Unit case sales data (in millions):
Soft drinks 51.9 61.0
Water 4.0 3.8
Beer 15.6 16.3
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
PANAMCO COLOMBIA
(Stated in thousands of U.S. dollars)
(Unaudited)
Three months ended
March 31,
----------------------------
1999 2000
----------- -----------
Selected Statements of Operations:
<S> <C> <C>
Net sales $ 105,999 $ 91,885
Cost of sales, excluding depreciation and amortization 46,267 39,278
------------ ------------
Gross profit 59,732 52,607
Operating expenses:
Selling, general and administrative 39,770 35,765
Depreciation and amortization 14,608 14,782
Facilities reorganization charges - 18,225
------------ ------------
54,378 68,772
------------ ------------
Operating income (loss) 5,354 (16,165)
Interest expense, net (1,496) (1,763)
Other income (expense), net 1,445 (2,460)
------------ ------------
Income (loss) before income taxes 5,303 (20,388)
Income taxes (benefit) 1,141 (6,131)
------------ ------------
Income (loss) before minority interest 4,162 (14,257)
Minority interest in Panamco Colombia subsidiaries 16 48
------------ ------------
Net income (loss) attributable to Panamco Colombia 4,146 (14,305)
Minority interest in Panamco Colombia 115 (392)
------------ ------------
Net income (loss) attributable to Panamco $ 4,031 $ (13,913)
============ ============
Unit case sales data (in millions):
Soft drinks 37.8 38.9
Water 9.7 8.3
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
PANAMCO VENEZUELA
(Stated in thousands of U.S. dollars)
(Unaudited)
Three months ended
March 31,
----------------------------
1999 2000
----------- -----------
Selected Statements of Operations:
<S> <C> <C>
Net sales $ 107,279 $ 116,476
Cost of sales, excluding depreciation and amortization 48,744 54,137
------------ ------------
Gross profit 58,535 62,339
Operating expenses:
Selling, general and administrative 46,773 43,420
Depreciation and amortization 18,264 19,119
Facilities reorganization charges 4,950 30,854
------------ ------------
69,987 93,393
Operating loss (11,452) (31,054)
Interest expense, net (3,300) (5,847)
Other income (expense), net 1,308 (998)
------------ ------------
Loss before income taxes (13,444) (37,899)
Income taxes (benefit) 1,245 (3,670)
Net loss attributable to Panamco $ (14,689) $ (34,229)
============ ============
Unit case sales data (in millions):
Soft drinks 38.3 36.0
Water 4.2 4.9
Beer 0.0 0.3
Other products 1.2 1.6
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PANAMCO CENTRAL AMERICA
(Stated in thousands of U.S. dollars)
(Unaudited)
Three months ended
March 31,
----------------------------
1999 2000
----------- -----------
Selected Statements of Operations:
<S> <C> <C>
Net sales $ 53,412 $ 52,969
Cost of sales, excluding depreciation and amortization 24,746 24,605
------------ ------------
Gross profit 28,666 28,364
Operating expenses:
Selling, general and administrative 17,134 18,482
Depreciation and amortization, excluding goodwill 4,426 4,170
Amortization of goodwill 67 62
Facilities reorganization charges - 722
------------ ------------
21,627 23,436
------------ ------------
Operating income 7,039 4,928
Interest expense, net (592) (281)
Other expense, net (946) (189)
------------ ------------
Income before income taxes 5,501 4,458
Income taxes 1,691 946
------------ ------------
Net income attributable to Panamco $ 3,810 $ 3,512
============ ============
Unit case sales data (in millions):
Soft drinks 17.0 16.9
Water 0.9 0.6
Other products 0.2 0.1
</TABLE>
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<PAGE>
ITEM 2. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
The following discussion addresses the financial condition and results of
operations of Panamerican Beverages, Inc. ("Panamco") and its consolidated
subsidiaries. This discussion should be read in conjunction with our unaudited
consolidated financial statements as of March 31, 1999 and 2000 and the notes
thereto included elsewhere herein. Results for any interim period are not
necessarily indicative of results for any year.
We conduct our operations through tiers of subsidiaries in which, in some cases,
minority shareholders hold interests. For the first quarter of 2000, minority
shareholdings in our consolidated subsidiaries represented an interest in the
aggregate of approximately 0.3% of consolidated net loss before minority
interest. Because we have varying percentage ownership interests in our
approximately 60 consolidated subsidiaries, the amount of the minority interest
in income or loss before minority interest during a period depends upon the
revenues and expenses of each of the consolidated subsidiaries and the
percentage of each of such subsidiary's capital stock owned by minority
shareholders during such period.
In 1998, we created the "Panamco Central America" group, which consists of
Panamco Costa Rica, Panamco Nicaragua and Panamco Guatemala. The financial
condition and results of operations of these three companies have been reported
together in the financial statements of Panamco Central America.
In February 1999, we formed the North Latin American Division, which consists of
Panamco Mexico and Panamco Central America. We will continue to report these
results of operations separately.
Unit case means 192 ounces of finished beverage product (24 eight-ounce
servings). Average sales prices per unit case means net sales in U.S. dollars
for the period divided by the number of unit cases sold during the same period.
Cash operating profit means operating income plus depreciation, amortization of
goodwill and noncash facilities reorganization charges.
Forward-looking statements, contained in this document include the amount of
future capital expenditures and the possible uses of proceeds from any future
borrowings. The words believes, intends, expects, anticipates, projects,
estimates, predicts, and similar expressions are also intended to identify
forward-looking statements. Such statements, estimates, and projections
reflect various assumptions by our management, concerning anticipated results
and are subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control. Factors
that could cause results to differ include, but are not limited to, changes in
the soft drink business environment, including actions of competitors and
changes in consumer performance, changes in governmental laws and regulations,
including income taxes, market demand for new and existing products, raw
material prices and devaluation of local currencies against the U.S. dollar.
Accordingly, we cannot assure you that such statements, estimates and
projections will be realized. The forecasts and actual results will likely
vary and those
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<PAGE>
variations may be material. We make no representation or warranty as to the
accuracy or completeness of such statements, estimates or projections
contained in this document or that any forecast contained herein will be
achieved.
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
Consolidated Results of Operations
Consolidated net sales for the first quarter ended March 31, 2000, increased
8.0% to $608.2 million from $563.0 million in the 1999 first quarter, mainly
due to an increase of 7.3% in consolidated unit case sales volume. Total
consolidated unit cases sales increased to 293.1 million cases from 273.2 unit
cases in the 1999 period. Consolidated soft drink sales volume for the period
was up 6.3%, reflecting increases of 17.7% in Brazil, 8.3% in Mexico and 2.9%
in Colombia offset by declines of 6.2% in Venezuela and 0.6% in the Central
American region. Consolidated unit case sales volume of bottled water
increased 11.8% to 54.7 million, and unit case sales volume of beer sold in
Brazil, and since February 1999 in Venezuela, increased 5.5% to 16.5 million
unit cases.
The cost of sales as a percentage of net sales decreased to 49.1% during the
2000 first quarter from 50.2% in the 1999 first quarter, primarily driven by
cost savings in raw materials and packaging in several countries due to
improved procurement contracts.
The following discussions are after the recording of facilities reorganization
charges (explained below).
Operating expenses as a percentage of net sales increased to 58.1% during the
2000 first quarter from 47.4% in 1999, mainly as a result of the effect of
facilities reorganization charges of $79.9 million or 13.1% as a percentage of
net sales in 2000 compared to $7.2 million in the same 1999 period.
Operating loss increased to $43.4 million during the first quarter of 2000
from operating income of $13.7 million in 1999. Cash operating profit
decreased 18.9% to $62.0 from $76.4 million in the 1999 first quarter.
Net interest expense increased to $29.4 million during the first quarter of
2000 from $23.2 million in 1999 quarter due primarily to an increase in the
average interest rate.
Other expense, net decreased to $8.2 million in the 2000 first quarter from
$24.6 million in 1999 period, primarily caused by foreign exchange losses in
Brazil of $24.1 million due to a 43.0% devaluation of the Brazilian real
during the first quarter of 1999, partially offset by $5.4 million of
non-operating charges related to the disposal of non-operating assets during
the first quarter of 2000.
The consolidated effective income tax rate decreased by 171.4% as a result
of higher losses reported during the first quarter of 2000, the effect of
the asset tax (minimum tax) in
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<PAGE>
Venezuela and our decision not to recognize the benefit of tax loss
carry-forwards from prior years in Venezuela, because of our uncertainty that
we will have sufficient taxable income in the near-term to offset against such
benefits in 1999.
As a result of the foregoing, Panamco had a net loss of $71.5 million compared
to net loss of $40.1 million in the first quarter of 1999.
Regarding the Year 2000 issue, as of to date, there have been no adverse
effects on the Company's systems or operations, including the ability of
any significant customer, vendor or service provider to do business with
the Company, and we have complied with all regulatory and contractual
requirements. The Company does not expect any contingencies regarding this
issue.
Facilities reorganization charges. During the first quarter of 2000 Panamco
began a wide reorganization program designed to improve productivity and
strengthen the Company's competitive position in the beverage industry.
The program includes productivity initiatives to streamline Panamco's
manufacturing infrastructure, consolidation of distribution centers and
warehouses, and the termination of approximately 6,750 jobs across all
levels of the Company.
In the first quarter ended March 31, 2000, Panamco recorded a one-time
charge of $85.3 million, $79.9 million as facilities reorganization charges
and $5.4 million as non-operating charges, reflecting the following items
related to the Company's reorganization program:
1. Restructuring charges totaling $59.4 million are broken down as follows:
o Cash restructuring charges totaling approximately $39.8 million which
include $31.9 million from job terminations and $7.0 million from the
restructuring of our distribution system in Brazil and Venezuela;
o Non-cash restructuring charges totaling approximately $19.6 million
which result from seven plant closings and the related disposal of
property, plant and equipment;
2. Asset write-offs totaling $20.5 million, including $15.5 million of
property, plant and equipment in all operating units and $4.5 million
of obsolete bottles and cases, mainly in the Venezuelan unit's water
jug business, and $0.5 million of cash charges related to the disposal
of property, plant and equipment;
3. Non-operating asset charges totaling $5.4 million related to the
disposal of non-operating assets, including affiliated companies and
land in some of the operating units.
As a result of the above, for the first quarter of 2000 Panamco s income
was impacted by facilities reorganization charges and non-operating charges
totaling $61.9 million, net of the related tax benefit of approximately
$23.4 million.
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<PAGE>
Regional Results
Mexico
Panamco Mexico reported an increase of 34.5% in net sales to $219.2 million
during the first quarter of 2000, compared to $163.0 million in the 1999
first quarter. Soft drink sales increased 32.7% on volume growth of 8.3% to
66.9 million-unit cases and a 22.7% price increase in dollar terms. Water
volume grew 22.6% to 37.0 million-unit cases, mainly due to the continued
increase in water jug sales volume due to increased coverage of the
Company's franchise territories. During the quarter, Panamco Mexico
maintained its strong soft drink share of sales of 80.0%.
Cost of sales as a percentage of net sales dropped to 46.1% in the 2000
first quarter versus 49.4% during first quarter of 1999, mainly due to
continued cost savings in raw materials.
Operating expenses, including facilities reorganization charges, as a
percentage of net sales increased to 48.7% in the first quarter of 2000
from 38.6% in the comparable period for 1999, mainly due to higher
depreciation expenses related to Panamco's ongoing capital expenditure
program and facilities reorganization charges of $19.0 million or 8.6% as a
percentage of net sales. Operating income decreased to $11.5 million from
$19.6 million in the 1999 first quarter as a result of the facilities
reorganization charges. Cash operating profit increased 25.1% to $34.9
million from $27.9 million in the 1999 first quarter.
Net interest expense in the 2000 first quarter increased by 76.8% to $4.5
million from $2.6 million in 1999 due to the issuance of an aggregate of
$106 million in unsecured peso-denominated promissory notes in November of
1999 in a local debt offering.
Other expense, net increased to $1.6 million in the 2000 first quarter from
income of $4.0 in the 1999 quarter due to a decrease in profit from sale of
fixed assets, a decrease in contributions received from The Coca-Cola Company
for capital expenditures and non-operating charges of $1.7 million related to
the disposal of non-operating assets.
The effective income tax rate for the period decreased to 30.3% from 32.6%
due to tax planning strategies applied in some local subsidiaries.
As a result of the foregoing, net income contributed by Panamco Mexico to
the Company decreased 73.7% to $3.5 million for the first quarter of 2000
compared to $13.3 million in the first quarter of 1999. Net income
attributable to Panamco for the 2000 quarter was impacted by facilities
reorganization charges and non-operating charges totaling $13.5 million,
net of the related tax benefit.
Brazil
Panamco Brasil, which operates in the S o Paulo, Campinas, Santos and Mato
Grosso do Sul regions of Brazil, reported 2000 first quarter net sales of
$127.7 million, a decrease of
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<PAGE>
4.2% from the 1999 quarter, primarily as a result of Panamco's promotional
pricing strategy, which was launched in March 1999. As a result of this
strategy sales volume of soft drinks grew 17.7%, to 61.0 million unit
cases. Beer volume grew 4.2% to 16.3 million unit cases and bottled water
volume decreased 3.8% to 3.8 million unit cases due to a temporary shortage
related to a shift in the water packaging mix. Panamco Brasil maintained in
the 2000 first quarter the strong 57.4% total soft drink share of sales
recorded in the fourth quarter of 1999, which represents an increase of 7.1
points since the Company launched its promotional pricing strategy.
Cost of sales as a percentage of net sales increased to 62.3% in the 2000
first quarter from 61.5% in the 1999 first quarter. The increase is
primarily attributable to the price discounting in connection with our
promotional pricing strategy, slightly offset by reductions in the cost of
raw materials and production labor and increased direct sales to
supermarkets by Cervejarias Kaiser in Panamco Brasil territories. While
Panamco Brasil records the commissions from the direct sales made by
Cervejarias Kaiser to the supermarkets as net sales, this amount affects
the percentage of cost of sales as a percentage of total sales.
Operating expenses, including facilities reorganization charges, as a
percentage of net sales rose to 40.2% from 36.9% in the 1999 quarter,
mainly due to the facilities reorganization charges of $11.1 million or
8.7% as a percentage of net sales.
Operating loss increased 256.7% to $3.3 million during first quarter 2000
from operating income of $2.1 million in the 1999 quarter primarily as a
result of the facilities reorganization charges. Cash operating profit
decreased 31.0% to $8.1 million from $11.8 million in 1999 first quarter.
Net interest expense decreased by 23.8% to $3.4 million in first quarter
2000 from $4.5 million in 1999 quarter as a result of improved financing
conditions resulting in lower interest costs and repayment of short-term
debt.
Other expense, net decreased to $1.8 million in the 2000 first quarter from
$29.7 million in the 1999 quarter as a result of a $24.1 million foreign
exchange loss due to the devaluation of 43.0% of the Brazilian real in 1999
quarter while during 2000 was a foreign exchange gain of $1.6 million due
to the revaluation of 2.3% of the Brazilian real, income equity in earnings
of Cervejarias Kaiser of $0.03 million compared to negative equity income
of $3.7 million in the 1999 and non-operating charges of $1.0 million
related to the disposal of non-operating assets during first quarter of
2000.
The effective income tax rate increased to a negative 37.0% in first
quarter 2000 from a negative 22.6% in the 1999 quarter, mainly due to
non-deductible losses in the equity of Cervejarias Kaiser during the first
quarter of 1999.
As a result of the above, the net loss contributed to Panamco by Panamco
Brasil decreased 78.4% to $5.3 million in the first quarter 2000 from $24.5
million in 1999 period. The net loss attributable to Panamco for the 2000
quarter was impacted by facilities reorganization charges and non-operating
charges totaling $8.1 million, net of the related tax benefit.
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<PAGE>
Colombia
Panamco Colombia, which operates throughout Colombia, reported net sales of
$91.9 million for the 2000 first quarter, down 13.3% from the 1999 period.
The revenue decline was mainly due to a 24.4% devaluation of the Colombian
Peso over the last twelve months and to a 14.3% decrease in water volume to
8.3 million unit cases, partially offset by a 2.9% increase in soft drink
volume to 38.9 million unit cases. The water volume decrease was
attributable to economic recession and price increases mainly in
individual-size presentations. Panamco Colombia continued strengthening its
position in the market, achieving a record high soft drink share of sales
of 67.5% in March 2000, up 4.2 points from the same period in 1999.
Cost of sales as a percentage of net sales decreased to 42.7% during the first
quarter of 2000 from 43.6% in the same period of 1999, as a result of cost
savings in raw materials, basically in sugar prices.
Operating expenses, including facilities reorganization charges, as a percentage
of net sales increased to 74.8% in the first quarter of 2000 from 51.3% in the
1999 quarter, mainly due to higher depreciation expenses related to Panamco's
ongoing capital expenditure program and facilities reorganization charges of
$18.2 million or 19.8% as a percentage of net sales.
Operating loss increased 401.9% to $16.2 million during first quarter 2000 from
operating income of $5.4 million in the 1999 quarter primarily as a result of
lower sales and the facilities reorganization charges. Cash operating profit
decreased 72.3% to $5.5 million from $20.0 million in 1999 first quarter.
Net interest expense increased during the first quarter of 2000 to $1.8 million
from $1.5 million in 1999 quarter, due mainly to an increase in the average
interest rate.
Other expense, net increased to $2.5 million in the 2000 first quarter from
income of $1.4 in the 1999 quarter due to a decrease in contributions received
from The Coca-Cola Company for capital expenditures and non-operating charges of
$2.5 million related to the disposal of non-operating assets.
The effective income tax rate increased to 30.1% in first quarter 2000 from
21.5% in the 1999 quarter primarily due to the recognition of tax credits
recorded during the first quarter of 1999, which were not available in the 2000
quarter.
As a result of the above, net loss attributable to the Company from Panamco
Colombia increased 445.2% to $13.9 million in the 2000 first quarter from net
income of $4.0 million in 1999 period. The net loss attributable to Panamco for
the 2000 first quarter was impacted by facilities reorganization charges and
non-operating charges totaling $14.2 million, net of the related tax benefit.
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<PAGE>
Venezuela
Panamco Venezuela reported net sales of $116.5 million for the first quarter of
2000, up 8.6% from 1999. Price increases totaling 11.3% in dollar terms were
partially offset by a 2.4% decrease in total sales volume to 42.7 million unit
cases, mainly the result of difficult economic conditions in Venezuela. Panamco
Venezuela's soft drink share of sales increased 0.6 percentage points during the
quarter, reaching 70.5% at the end of March 2000.
Cost of sales as a percentage of net sales increased to 46.5% during the first
quarter of 2000 from 45.4% in during the same period in 1999, as a result of
higher costs associated with the increase in sales of nonreturnable
presentations.
Operating expenses, including facilities reorganization charges, as a percentage
of net sales increased to 80.2% in the first quarter of 2000 from 65.2% in the
prior year, mainly due to facilities reorganization charges of $30.9 million or
26.5% as a percentage of net sales, representing an increase of 21.9 points
versus the first quarter of 1999.
Operating loss increased 171.2% to $31.1 million from $11.5 million in the first
quarter of 1999 primarily as a result of the increase in facilities
reorganization charges. Cash operating profit decreased 17.2% to $5.6 million
from $6.8 million in 1999 first quarter.
Net interest expense increased during the first quarter of 2000 to $5.8 million
from $3.3 million in 1999, due to an increase in net debt position of $27.9
million and an increase in the average interest rate.
Other expense, net increased 176.3% to $1.0 million from other income, net of
$1.3 million in the 1999 first quarter, mainly as a result of provisions of $1.3
million for legal contingencies related to prior years and non-operating charges
of $0.2 million related to the disposal of non-operating assets during first
quarter of 2000.
The effective income tax rate increased to 9.7% in the first quarter 2000 from a
negative 9.3% in 1999 primarily due to the asset tax or minimum tax paid in
Venezuela as a result of a net loss position before income taxes and our
decision not to recognize the benefit of tax loss carry-forwards from prior
years, because of our uncertainty that we will generate sufficient taxable
income in the near term to offset against such benefits, in 1999.
As a result of the above, net loss attributable to the Company from Panamco
Venezuela increased 133.0% to $34.2 million in the 2000 first quarter from $14.7
million in 1999 period. The net loss attributable to Panamco for the 2000 first
quarter was impacted by facilities reorganization charges and non-operating
charges totaling $25.5 million, net of the related tax benefit.
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<PAGE>
Central America
Panamco's Central American region includes franchises in Costa Rica, Nicaragua
and Guatemala. The region reported net sales of $53.0 million for the first
quarter of 2000, a decrease of 0.8% from $53.4 million in the first quarter of
1999. The decrease was attributable to a volume decline of 1.9% to 17.7 million
unit cases, partially offset by price increases in dollar terms of approximately
1.1%, mainly in our water business. Soft drink volume declined 0.6% to 16.9
million unit cases and water volume was down 27.0% to 0.6 million unit cases,
due to a change in selling strategy for jug presentations. Panamco's share of
sales increased to 93.9% in Costa Rica, 42.9% in Guatemala and 85.3% in
Nicaragua.
Cost of sales as a percentage of net sales increased to 46.5% during the first
quarter of 2000 from 46.3% in the same period of 1999, as a result of higher
costs associated with the increase in sales of nonreturnable presentations.
Operating expenses, including facilities reorganization charges, as a percentage
of net sales increased to 44.2% from 40.5% during the same period last year,
primarily as a result of decreased sales and facilities charges of $0.7 million
or 1.4% as a percentage of net sales.
Operating income decreased 30.0% to $4.9 million in the first quarter of 2000
from $7.0 million in the 1999 period, primarily as a result of lower sales. Cash
operating profit increased 15.0% to $9.8 million in 1999 from $11.5 million in
the 1999 first quarter.
Net interest expense decreased to $0.3 million from $0.6 million in the first
quarter of 1999, due to a decrease in net debt and improved financing
conditions.
Other expense, net decreased to $0.2 million from $1.0 million in 1999 first
quarter as a result of lower foreign exchange losses in Nicaragua and Guatemala.
As a result of the above, net income contributed by Panamco Central America to
the Company decreased 7.8% to $3.5 million in the first quarter of 2000 from
$3.8 million in 1999 period. Net income attributable to Panamco for the 2000
quarter was impacted by facilities reorganization charges and non-operating
charges totaling $0.5 million, net of the related tax benefit.
Liquidity and Capital Resources
At March 31, 1999, we had consolidated cash and cash equivalents of $154.8
million, a decrease of 38.8% compared to $252.8 million as of March 31, 1999.
This decrease resulted mainly due to cash received from the syndicated loan
issued during the first quarter of 1999. We have investments in bank deposits
for $150 million and marketable bonds amounting to $34.5 million which guarantee
bank loans obtained by subsidiaries and are therefore classified as noncurrent
investments.
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<PAGE>
Consolidated cash flow provided by operations was $75.3 million and $50.9
million for the three months ended March 31, 2000 and 1999, respectively.
Total consolidated indebtedness was $1,344.2 million as of March 31, 2000,
consisting of $870.0 million at the holding company level and $474.2 million of
subsidiary indebtedness. Of the total debt 88% is dollar denominated and 93% is
long-term, with an average tenor of 5.2 years and average cost of debt before
taxes of 9.2%.
On December 9, 1999, the Board of Directors approved a share repurchase
program for up to $100 million of the company's Class A common stock. The
Company may repurchase shares in the open market as well as in privately
negotiated transactions based on prevailing market conditions. The Company has
repurchased 1,014,500 shares for $19.3 million at an average price per share
of $19.05 since the beginning of the program (December 1999), during the first
quarter 645,916 shares were repurchased for $11.8 million at an average price
per share of $18.22.
Total capital expenditures for the quarter ended March 31, 2000 were $39.2
million compared to $62.1 million for the three months ended March 31, 1999. The
decrease resulted primarily from capital spending rationalization in all
countries.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change in the Company's exposure to market risk
during the first quarter of 2000. For discussion of the Company's exposure to
market risk, refer to Item 9A, Quantitative and Qualitative Disclosures about
Market Risk, contained in the Company's Form 20-F for the year ended
December 31, 1999.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Legal Proceedings information was addressed in Item 3 of the Company's Form
20-F for the year ended December 31, 1999. There has been no material change
to that information required to be disclosed in this Quarterly Report on Form
10-Q.
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
Pursuant to the Equity Incentive Plan, the Company issued 25,000 shares of Class
A Common Stock during the first quarter of 2000. These securities were issued in
offshore
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<PAGE>
transactions pursuant to Regulation S. The aggregate proceeds to the
Company from these sales were $405,000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits
None
(b) Reports on Forms 8-K. The Registrant did not file any reports on Form
8-K during the period ended March 31, 2000. However, the Registrant
filed the following reports on Form 6-K during the period as it
qualified as a foreign private issuer under the Exchange Act Rule 3b-4
during the period relevant to those reports.
o 6-K filed 3/17/00
o 6-K filed 3/13/00
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<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.
May 15, 2000 PANAMERICAN BEVERAGES, INC.
(REGISTRANT)
By: /s/ Paulo J. Sacchi
------------------------
Paulo J. Sacchi
Senior Vice President
Chief Financial Officer and
Treasurer
(On behalf of the Registrant and
and as Chief Accounting Officer)
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