<PAGE>
================================================================================
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 SEPTEMBER 30, 1999
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-13914
PEPSIAMERICAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE ###-##-####
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3800 DAIN RAUSCHER PLAZA
60 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402
(Address of Principal Executive Offices, including Zip Code)
(612) 661-3830
(Registrant's Telephone Number, including Area Code)
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
(Former Name)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
As of November 15, 1999, there were 86,760,006 shares of Common Stock issued and
outstanding. This amount includes 5,000,000 shares of Class A Common Stock and
81,760,006 shares of Class B Common Stock.
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I
ITEM 1. FINANCIAL STATEMENTS ................................................ 2
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .......... 17
PART II.
ITEM 1. LEGAL PROCEEDINGS ................................................... 18
ITEM 5. OTHER INFORMATION ................................................... 18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .................................... 19
</TABLE>
<PAGE>
CAUTIONARY STATEMENT UNDER THE SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in this Report include forward looking statements regarding
possible future events, estimated capital expenditures, and seasonality of the
Company's business and the Company's intentions with respect to dividend
payments. Such forward looking statements may involve factors that could cause
the actual results of the Company to differ materially from historical results
or from any results implied by such forward looking statements. The Company
cautions the public not to place undue reliance on forward looking statements,
which may be based on assumptions and anticipated events that do not
materialize. Factors which could cause the Company's actual results to differ
from forward looking statements include (a) difficulties in integrating the
operations of Delta and Dakota, (b) adverse effects of sales of the Class B
Common Stock issued to Delta shareholders in the acquisitions after the
expiration of a six-month lock-up period, (c) competitive pressures with respect
to pricing in the Company's markets, (d) inability to achieve cost savings due
to unexpected developments in the Company's markets, (e) changed plans regarding
capital expenditures, (f) adverse developments with respect to economic,
climatic and political conditions in the territories in which the Company
operates, (g) impact of such conditions on consumer spending, (h) possible
termination of franchise agreements, (i) adverse events affecting the popularity
of PepsiCo and Cadbury Schweppes products, (j) possible termination of the
management agreement with Pohlad Companies, (k) adverse effects of government
regulations, including environmental regulations, (l) possible failure to
achieve Year 2000 compliance on a timely basis, (m) possible product liability
if any products cause injury, illness or death, and (n) possible product recall
of products that become contaminated or are damaged or mislabeled. In the event
one or more of these risks or uncertainties materializes, or the underlying
assumptions prove incorrect, the Company's actual financial results could differ
materially from those expressed in the forward-looking statements.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
PEPSIAMERICAS, INC. AND SUBSIDIARIES
(Formerly Known As Pepsi-Cola Puerto Rico Bottling Company)
CONSOLIDATED BALANCE SHEETS
(U. S. Dollars in thousands)
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(unaudited) 1998
--------------- ---------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 550 $ 19,418
Receivables, net of allowance for doubtful
accounts of $1,499 and $2,402
Trade 13,833 13,043
Due from PepsiCo, Inc. and affiliated companies 1,468 2,008
Other 3,307 2,248
Inventories 2,903 2,505
Bottles, cases and shells 818 1,409
Deferred income taxes 32 49
Prepaid expenses and other current assets 4,102 4,422
--------------- ---------------
Total current assets 27,013 45,102
--------------- ---------------
PROPERTY AND EQUIPMENT:
Land and improvements 9,127 6,893
Buildings and improvements 14,749 14,779
Machinery, equipment and vehicles 54,511 47,881
Furniture and fixtures 1,720 1,809
Construction in process --- 1,250
--------------- ---------------
80,107 72,612
Less accumulated depreciation (30,610) (30,150)
--------------- ---------------
49,497 42,462
--------------- ---------------
OTHER ASSETS:
Deferred income taxes 1,221 1,221
Long-lived assets for sale, principally land and building --- 2,615
Intangible assets, net of accumulated amortization 13,772 1,259
Note receivable 360 ---
Other assets 619 192
--------------- ---------------
15,972 5,287
--------------- ---------------
Total assets $ 92,482 $ 92,851
=============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
(Formerly Known As Pepsi-Cola Puerto Rico Bottling Company)
CONSOLIDATED BALANCE SHEETS
(Continued)
(U. S. Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(unaudited) 1998
------------- ---------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current installments of long-term debt $ 1,092 $ 1,007
Current installments of capital lease obligations 6 41
Accounts payable 3,739 3,842
Accrued expenses 5,710 9,455
--------- ---------
Total current liabilities 10,547 14,345
--------- ---------
LONG-TERM DEBT, excluding current installments 33,183 22,073
CAPITAL LEASE OBLIGATIONS, excluding current installments -- 7
ACCRUED PENSION COST 1,044 1,805
SHAREHOLDERS' EQUITY:
Class A common shares, $0.01 par value;
authorized, issued and outstanding 5,000,000 shares 50 50
Class B common shares, $0.01 par value;
authorized 35,000,000 shares, issued and
outstanding 16,690,000 shares 167 167
Additional paid-in capital 127,516 127,516
Accumulated deficit (77,755) (70,765)
Deferred compensation (380) (457)
Accumulated other comprehensive income (loss) (1,890) (1,890)
--------- ---------
Total shareholders' equity 47,708 54,621
--------- ---------
Total liabilities and shareholders' equity $ 92,482 $ 92,851
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
(Formerly Known As Pepsi-Cola Puerto Rico Bottling Company)
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30
Unaudited
(U.S. Dollars in thousands, except share data)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
OPERATIONS:
Net sales $ 79,476 $ 73,888
Cost of sales 60,257 55,292
-------- --------
Gross profit 19,219 18,596
Selling, general and administrative expenses 24,569 25,334
Fees related to combination of interests 731 --
Restructuring charges -- 1,728
Provision (reversal) of legal and environmental reserves (490) 760
Losses on asset impairments 267 800
Insurance proceeds from business interruption and other losses -- (1,309)
-------- --------
Loss from operations (5,858) (8,717)
-------- --------
OTHER INCOME (EXPENSE):
Interest expense (1,331) (1,774)
Interest income 366 603
Other, net (33) 164
-------- --------
(998) (1,007)
-------- --------
LOSS BEFORE INCOME TAXES (6,856) (9,724)
INCOME TAX BENEFIT (EXPENSE) (134) 1,103
-------- --------
NET LOSS $ (6,990) $ (8,621)
======== ========
COMPREHENSIVE INCOME (LOSS) $ (6,990) $ (8,621)
======== ========
NET LOSS PER COMMON SHARE $ (0.32) $ (0.40)
======== ========
NET LOSS PER COMMON SHARE-ASSUMING DILUTION $ (0.32) $ (0.40)
======== ========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING (IN THOUSANDS) 21,690 21,521
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
(Formerly Known As Pepsi-Cola Puerto Rico Bottling Company)
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE THREE MONTHS ENDED SEPTEMBER 30
Unaudited
(U.S. Dollars in thousands, except share data)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
OPERATIONS:
Net sales $ 29,401 $ 25,103
Cost of sales 22,321 19,099
-------- --------
Gross profit 7,080 6,004
Selling, general and administrative expenses 8,809 8,352
Fees related to combination of interests 39 --
Restructuring charges -- 1,728
Provision (reversal) of legal and environmental reserves (490) 760
Losses on asset impairments -- 800
Insurance proceeds from business interruption and other losses -- (1,309)
-------- --------
Loss from operations (1,278) (4,327)
-------- --------
OTHER INCOME (EXPENSE):
Interest expense (471) (535)
Interest income 149 271
Other, net (135) (2)
-------- --------
(457) (266)
-------- --------
LOSS BEFORE INCOME TAXES (1,735) (4,593)
INCOME TAX BENEFIT (EXPENSE) (65) 181
-------- --------
NET LOSS $ (1,800) $ (4,412)
======== ========
COMPREHENSIVE INCOME (LOSS) $ (1,800) $ (4,412)
======== ========
NET LOSS PER COMMON SHARE $ (0.08) $ (0.20)
======== ========
NET LOSS PER COMMON SHARE-ASSUMING DILUTION $ (0.08) $ (0.20)
======== ========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (IN THOUSANDS) 21,690 21,563
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
(Formerly Known As Pepsi-Cola Puerto Rico Bottling Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
Unaudited
(U.S. Dollars in thousands)
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,990) $ (8,621)
Adjustments to reconcile net loss to net cash
used in operating activities-
Losses on asset impairments 267 800
Restructuring charges -- 1,728
Provision (reversal) of legal and environmental reserves (490) 760
Insurance proceeds from business interruption and other losses -- (1,309)
Depreciation and amortization 3,585 3,977
Deferred income taxes 17 190
Amortization of deferred compensation 77 --
Fees related to combination of interests 731 --
Changes in current assets and liabilities:
Receivables (2,134) 2,200
Inventories (413) 5
Bottles, cases and shells (61) 202
Prepaid expenses and other current assets 393 (2,527)
Accounts payable and accrued expenses (3,081) (1,605)
Other, net (136) 363
-------- --------
Net cash used in operating activities (8,235) (3,837)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (8,613) (2,496)
Purchase of Seven-UP franchise rights (12,000) --
Proceeds from sales of property and equipment -- 492
Proceeds from sale of business 700 --
Mergers and acquisitions (1,223) --
-------- --------
Net cash used in investing activities (21,136) (2,004)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sales of common stock, net of equity issuance costs -- 23,101
Payment of deferred financing costs (686) --
Proceeds from short-term debt -- 72,784
Repayments of short-term debt -- (78,214)
Borrowings (repayments) of long-term debt 11,223 30
Repayment of capital lease obligations (34) (954)
-------- --------
Net cash provided by financing activities 10,503 16,747
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS (18,868) 10,906
CASH AND CASH EQUIVALENTS, beginning of period 19,418 13,814
======== ========
CASH AND CASH EQUIVALENTS, end of period $ 550 $ 24,720
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
(Formerly Known As Pepsi-Cola Puerto Rico Bottling Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(U.S. Dollars in thousands)
Unaudited
1. BASIS OF PRESENTATION:
The accompanying unaudited consolidated financial statements of PepsiAmericas,
Inc. and Subsidiaries (formerly known as Pepsi-Cola Puerto Rico Bottling
Company) (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and, in the
opinion of management, include all adjustments (consisting of normal and
recurring adjustments) which are considered necessary for a fair presentation of
financial position, results of operations and cash flows as of September 30,
1999, and for all interim periods presented. These condensed interim financial
statements do not include all of the financial information and disclosures
required by generally accepted accounting principles for complete financial
statements, and should be read in conjunction with the Company's audited
consolidated financial statements and related notes thereto for the three months
ended December 31, 1998. Also, the results of operations for the interim periods
presented may not be indicative of the results for the entire year.
2. RECLASSIFICATIONS:
Certain prior year balances have been reclassified to conform to the current
year presentation.
3. COMBINATION OF INTERESTS:
On June 28, 1999, the Company entered into share exchange agreements with the
shareholders of two related party entities, Delta Beverage Group, Inc. ("Delta")
and Dakota Beverage Company, Inc. ("Dakota"). On October 1, 1999, the Company's
shareholders approved the issuance of shares as outlined in the exchange
agreements, as well as an amendment to the certificate of incorporation changing
the Company's name to PepsiAmericas, Inc. On October 15, 1999, the Company
issued 18,310,006 and 46,760,000, respectively, of its Class B Common Shares in
connection with the acquisitions of Delta and Dakota, pursuant to these exchange
agreements. Prior to the issuance of the Company's stock to the Delta and Dakota
shareholders, the Company, Delta and Dakota shared common ownership and were
under the common control of Pohlad Companies, the principal partner in P-PR
Transfer, LLP. Pohlad Companies continues to be the controlling shareholder in
PepsiAmericas, Inc. The combination will be accounted for as a merger of
entities under common control.
During the nine months ended September 30, 1999, the Company incurred
approximately $1,188 in professional fees and other related costs related to the
combination of interests. Costs of approximately $731 attributable to combining
the common equity interests of the Company, Delta and Dakota (including
approximately $39 incurred in the quarter ended September 30, 1999) have been
expensed, while remaining costs of approximately $457 attributable to the
acquisition of Delta's minority interests under the "purchase" method of
accounting have been capitalized as other long-term assets in the accompanying
consolidated balance sheet.
4. ACQUISITION:
On July 30, 1999, the Company entered into a contract rights release agreement
with Seven-UP/RC Bottling Company of Puerto Rico, Inc. ("Seven-UP") pursuant to
which Seven-UP released its exclusive rights for the production and distribution
of the "Seven-UP," "Sunkist," "Welch's" and "Schweppes" brands in Puerto Rico.
The purchase price consisted of $12,000 cash. The Company obtained such releases
as a precondition to its entry into franchise agreements with each respective
franchisor.
7
<PAGE>
5. SALE OF BUSINESS:
During the three months ended December 31, 1998, the Company agreed to sell
substantially all net assets relating to the bottling, sale and distribution of
potable water under the "Cristalia" tradename to Cristalia Acquisition Corp.
(the "purchaser"), and recorded a $250 non-cash charge for the estimated
impairment of the net assets. The noncash charge was reflected as a writedown of
Cristalia's long-lived assets in the December 31, 1998 consolidated balance
sheet.
The sale was finalized in April 1999 and resulted in an additional impairment
charge of $267. This charge was recorded during the three months ended March 31,
1999. The sales price of $1,200 consisted of $700 cash and a $500 note
receivable due in four annual installments beginning March 31, 2000. The note
may be reduced by certain rebates earned by the purchaser on the distribution of
Cristalia water by the Company. The note receivable bears interest at the
Treasury Rate, as defined (approximately 6% as of September 30, 1999), and is
unsecured. Current installments on the note receivable of approximately $113 are
included in other receivables in the accompanying consolidated balance sheet.
6. LONG TERM DEBT:
In order to finance the acquisition of the Seven-UP business and in
contemplation of the combination of interests transaction (see Note 3), on July
30, 1999 the Company amended its existing credit facility with Banco Popular de
Puerto Rico. The amended facility replaced the existing term loan due April 1,
2007 with two new first term loans, and two new second term loans totaling
$10,000 were executed. Bank of America became a 55% participating bank in the
credit facility with Banco Popular retaining the other 45%. The scheduled
maturity of the term loans and revolving credit facility was changed to April 1,
2000.
On October 15, 1999, the Company entered into a new credit facility with Bank of
America as the lead agent bank which included (1) a term loan of up to $95,000,
the proceeds of which were used to repay all of the Company's existing
indebtedness as well as indebtedness of Delta and Dakota, payable in 16 (uneven)
quarterly principal payments through September 30, 2003; and (2) a revolving
credit facility of up to $90,000, including a letter of credit facility of up to
$2,500 and a swing line facility of up to $5,000. The revolving credit facility
matures on October 14, 2002.
7. RESTRUCTURING CHARGE:
In July 1998, a restructuring charge of $1,728 was established under a plan to
improve the Company's performance. The charge included approximately $679 of
severance and related charges, $224 of accruals for future payments to exit
activities, including canceling lease agreements, and $825 of asset writedowns
related to the elimination of certain product lines and exiting certain other
business strategies. During 1998, severance payments and payments relating to
other exit activities approximated $456 and $224, respectively. Severance
payments during the nine month period ended September 30, 1999 approximated
$223.
8. LEGAL AND ENVIRONMENTAL CHARGES:
During the quarter ended September 30, 1998, the Company recorded a provision of
$760 to increase its legal and environmental reserves, principally to remove
four underground storage tanks and remediate soil contamination at the former
manufacturing facility, to settle two outstanding supplier claims and to
establish legal reserves for various litigation, claims and assessments. During
the quarter ended September 30, 1999, the Company successfully subrogated the
environmental exposure to the former owner of the underground storage tanks and
favorably settled the supplier claims at amounts less than that previously
reserved. Consequently, the excess legal and environmental reserves of $490 were
returned to earnings.
8
<PAGE>
9. INVENTORIES:
Inventories include the following:
September 30,
1999 December 31,
(unaudited) 1998
------------------ ------------------
Raw materials $ 1,701 $ 1,074
Finished goods 1,202 1,431
=========== ===========
$ 2,903 $ 2,505
=========== ===========
10. INSURANCE PROCEEDS FROM BUSINESS INTERRUPTION LOSSES:
In 1998, the Company incurred business interruption and other losses resulting
from Hurricane Georges. As the collection of a claim filed under the Company's
business interruption insurance policy was probable, the Company recorded $1,655
in anticipated recoveries attributable to business interruption and other
losses. During the nine months ended September 30, 1999, the Company collected
the anticipated amount of insurance recoveries.
11. STOCK OPTION PLANS:
The Company maintains two stock option plans pursuant to which the Company's
Board of Directors may grant stock options to certain employees and directors of
the Company and its affiliates. One of these stock option plans is not a
qualified plan. Stock options under this plan may have an exercise price below
the stock's fair market value at the date of grant ("below market options"). In
accordance with the APB Opinion No. 25, deferred compensation is recorded to
reflect any difference between the exercise price and market value of shares
granted under the plan for below market options, and is expensed over the
vesting period of the options. In 1998, the Company granted below market options
to acquire 452,500 shares of the Company's Class B stock, which vest over five
years. During the nine months ended September 30, 1999, deferred compensation
expense of $77 was recorded related to this grant.
On October 1, 1999, the Company's stockholders approved a new stock option plan
covering up to 4,000,000 Class B Common Shares. The plan provides for grants of
qualified and nonqualified stock options.
12. EARNINGS PER SHARE:
The Company presents basic and diluted earnings per share in accordance with the
provisions of Statement of Financial Accounting Standards No. 128, "Earnings Per
Share." Accordingly, the Company's net loss per common share is computed by
dividing the net loss by the weighted average number of common shares
outstanding. Net loss per common share-assuming dilution does not include the
Company's potentially dilutive securities because to do so would be
antidilutive.
13. LONG-LIVED ASSETS HELD FOR SALE:
The Company's former manufacturing facility was held for sale and was recorded
at its estimated net realizable value. Because of increased production and the
additional brands acquired in the Seven-UP acquisition, Company management has
elected to renovate the facility as a distribution warehouse. Consequently, such
assets (principally land and building) have been reclassified to Property and
Equipment.
9
<PAGE>
14. SUBSEQUENT EVENTS:
On October 13, 1999, the Company entered into an agreement to acquire the soft
drink business of Desnoes & Geddes Limited, a Jamaican bottler of Pepsi products
and other brands and a brewer of Red Stripe beer. This acquisition will be
accounted for using the "purchase" method of accounting for a business
combination.
On October 15, 1999 the Company acquired Delta Beverage Group, Inc. and Dakota
Beverage Company, Inc. See Note 3 above.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL OVERVIEW.
The following discussion of the financial condition and results of operations of
the Company should be read in conjunction with this overview and the unaudited
Condensed Consolidated Financial Statements of the Company, and the Notes
thereto, as of September 30, 1999 and December 31, 1998, and for the nine month
periods ended September 30, 1999 and September 30, 1998 and for the three month
periods ended September 30, 1999 and September 30, 1998. Certain prior year
balances have been reclassified to conform to the current year presentation.
During the third quarter of 1999, the Company entered into agreements to acquire
Delta Beverage Group, Inc. and Dakota Beverage Company, Inc. (two related party
entities that were controlled by Pohlad Companies) pursuant to exchange
agreements. The three companies generated combined revenues in 1998 of
approximately $530 million. Such transactions were consummated during the fourth
quarter of 1999. PepsiCo, Inc. holds a 24% equity interest in the combined
company. The Company has described this transaction in detail in its current
reports on Form 8-K. Effective October 1, 1999, the Company changed its name to
PepsiAmericas, Inc. from Pepsi-Cola Puerto Rico Bottling Company.
CHANGE IN FISCAL YEAR.
During 1998, the Company changed its fiscal year end from September 30 to
December 31. A transition report on Form 10-K was filed for the period from
October 1, 1998 through December 31, 1998. This report on Form 10-Q includes
information for the nine month and three month periods ended September 30, 1999
and September 30, 1998.
CHANGE IN CONTROL.
On July 17, 1998, P-PR Transfer, LLP, a Delaware registered limited liability
partnership (the "Partnership") and V. Suarez & Co., Inc., a Puerto Rico
corporation ("Suarez"), purchased an aggregate of 5,000,000 shares of the Class
A common stock, par value $.01 per share (the "Class A Shares"), and 6,210,429
shares of the Class B common stock, par value $.01 per share (the "Class B
Shares"), of the Company. The Partnership is a joint venture between Pohlad
Companies, a holding company including independent Pepsi-Cola bottlers, and
PepsiCo, Inc. The Company in a report on Form 8-K previously disclosed the
transactions filed with the Securities and Exchange Commission on July 31, 1998.
In connection with the change in control, the Company issued warrants to the
Partnership and Suarez dated July 17, 1998 for the purchase of 1,360,000 Class B
Shares and 340,000 Class B Shares, respectively, exercisable at $6.875 per share
at any time during a period of seven years and six months after the date of the
warrants. The warrants may be transferred and give the holders one demand and
unlimited piggyback registration rights.
Also, in connection with the change in control, six of the Company's seven
directors resigned on July 17, 1998. Effective July 18, 1998, the size of the
Board of Directors was increased to eight members and seven new directors were
appointed, each of whom were designated by the Partnership. Also effective July
18, 1998, certain of the Company's officers resigned.
RESTRUCTURING CHARGE.
During the fiscal year ended September 30, 1998, a restructuring charge of $1.7
million was established under a plan to improve the Company's performance. The
charge includes approximately $0.7 million of severance and related charges for
the elimination of 17 administrative personnel, $0.2 million of accruals for
future payments to exit activities, including canceling lease agreements, and
$0.8 million of asset writedowns related to the elimination of certain product
lines and exiting certain other business strategies. The restructuring
activities are now substantially complete. Severance payments and other payments
relating to exit activities made through September 30, 1999 totaled
approximately $0.9 million.
11
<PAGE>
SEASONALITY.
The historical results of operations of the Company have not been significantly
seasonal. However the Company anticipates that its results of operations in the
future may become more seasonal, with higher demand in the summer and holiday
seasons.
THE COMPANY
GENERAL.
The following table sets forth certain financial information as a percentage of
net sales for the Company for the periods indicated.
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30 September 30
----------------------- -----------------------
1999 1998 1999 1998
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of Sales 75.8 74.8 75.9 76.1
Gross Profit 24.2 25.2 24.1 23.9
Selling, General and Administrative Expenses 30.9 34.3 30.0 33.3
Special Charges .6 2.7 1.5 2.7
Income (Loss) from Operations (7.4) (11.8) (4.3) (17.2)
========= ========= ========= ==========
</TABLE>
QUARTER ENDED SEPTEMBER 30, 1999 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1998.
NET SALES. For the quarter ended September 30, 1999, net sales for the Company
increased $4.3 million to $29.4 million, a 17.1% increase over the quarter ended
September 30, 1998. The sales increase for the quarter was driven by a 24.6%
increase in case volume sales. Approximately 10% of the 24.6% sales increase was
due to the addition of Seven-UP and other Cadbury Schweppes brands as previously
announced during the quarter. Case volume gains reflected higher sales through
supermarkets of packages with lower unit selling prices.
COST OF SALES. Cost of sales for the Company increased $3.2 million, to $22.3
million for the quarter ended September 30, 1999, in comparison to the quarter
ended September 30, 1998. This increase was due primarily to the increased sales
volume. The effect of those increases in costs were reduced by the effect of a
modest shift in product mix towards cans which have a lower cost than plastic
bottles.
GROSS PROFIT. As a result of the above factors, gross profit for the Company
increased $1.1 million, or 17.9%, to $7.1 million for the quarter ended
September 30, 1999, as compared to the same period in 1998.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. The Company has a number of
marketing arrangements with PepsiCo pursuant to which the Company is required to
make certain investments in marketing, new products, packaging introductions and
certain capital goods. The Company receives reimbursements from PepsiCo for a
portion of such expenditures, which it is able to use to offset traditional
marketing expenses or to acquire fixed assets. The Company's selling and
marketing expenses are shown net of all such reimbursements from PepsiCo.
Selling, general and administrative expenses for the Company increased by $0.5
million, or 5.5%, to $8.8 million for the quarter ended September 30, 1999, as
compared to the quarter ended September 30, 1998. The rate of increase was
related to the greater sales volume though at a lesser rate.
SPECIAL CHARGES. During the quarter ended September 30, 1999, the Company
incurred approximately $68 thousand in additional professional fees and other
related costs related to the combination of interests. Costs of approximately
$39 thousand attributable to combining the common equity interests of the
Company, Delta and
12
<PAGE>
Dakota have been expensed, while remaining costs of approximately $29 thousand
attributable to the acquisition of Delta's minority interests under the
"purchase" method of accounting have been capitalized as other long-term assets
in the accompanying consolidated balance sheet.
During the quarter ended September 30, 1998, the Company recorded a provision of
$0.8 million to increase its legal and environmental reserves, principally to
remove four underground storage tanks and remediate soil contamination at the
former manufacturing facility, to settle two outstanding supplier claims and to
establish legal reserves for various litigation, claims and assessments. During
the quarter ended September 30, 1999, the Company successfully subrogated the
environmental exposure to the former owner of the underground storage tanks and
favorably settled the supplier claims at amounts less than that previously
reserved. Consequently, the excess legal and environmental reserves of $0.5
million were returned to earnings.
INCOME (LOSS) FROM OPERATIONS. As a result of the above factors, income (loss)
from operations for the Company decreased to $(1.3) million in the quarter ended
September 30, 1999, from $(4.3) million in the quarter ended September 30, 1998.
NET INCOME (LOSS). Net income (loss) decreased to $(1.8) million in the quarter
ended September 30, 1999, from $(4.4) million during the quarter ended September
30, 1998. This increase is the result of lower operating loss and the impact of
special charges taken in the third quarter of 1999, compared to the third
quarter of 1998.
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998.
NET SALES. Net sales for the Company increased $5.6 million, or 7.6%, to $79.5
million for the nine months ended September 30, 1999, as compared to the nine
months ended September 30, 1998. Case volume sales increased 14.0%, as compared
to the same nine months in 1998. Approximately 3.7% of the 14.0% sales increase
was due to the addition of Seven-Up and other Cadbury Schweppes brands. Net
sales in the nine months ended September 30, 1998 included $1.5 million received
in settlement of franchise company marketing support claims from prior periods.
COST OF SALES. Cost of sales for the Company increased $5.0 million, or 9.0%,
for the nine months ended September 30, 1999, as compared to the nine months
ended September 30, 1998. This increase was due primarily to the increased sales
volume but also reflected expenses for repair and maintenance of production
lines that were $0.5 million higher than the nine months ended September 30,
1998.
GROSS PROFIT. As a result of the above factors, gross profit for the Company
increased $0.6 million, or 3.4%, to $19.2 million for the nine months ended
September 30, 1999, as compared to the same period in 1998.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Company decreased by $0.8 million, or 3.0%, to
$24.6 million for the nine months ended September 30, 1999, as compared to the
nine months ended September 30, 1998. The decrease reflects a $0.3 million
reduction in fleet costs achieved through buy-out of a full-service lease for
certain delivery vehicles. In addition, marketing and other operating costs were
reduced. There continues to be a reduction in administrative staffing and
expenditures for outside professional services during the nine months ended
September 30, 1999, as compared to the same period in 1998.
SPECIAL CHARGES. During the nine months ended September 30, 1999, the Company
incurred approximately $1.1 million in professional fees and other related costs
related to the combination of interests. Costs of approximately $0.7 million
attributable to combining the common equity interests of the Company, Delta and
Dakota have been expensed, while remaining costs of approximately $0.4 million
attributable to the acquisition of Delta's minority interests under the
"purchase" method of accounting have been capitalized as other long-term assets
in the accompanying consolidated balance sheet.
During the nine months ended September 30, 1998, the Company recorded a
provision of $0.8 million to increase its legal and environmental reserves,
principally to remove four underground storage tanks and remediate soil
13
<PAGE>
contamination at the former manufacturing facility, to settle two outstanding
supplier claims and to establish legal reserves for various litigation, claims
and assessments. During the nine months ended September 30, 1999, the Company
successfully subrogated the environmental exposure to the former owner of the
underground storage tanks and favorably settled the supplier claims at amounts
less than that previously reserved. Consequently, the excess legal and
environmental reserves of $0.5 million were returned to earnings.
In the nine months ended September 30, 1999, the Company reduced the carrying
value of assets related to its Cristalia water division by $0.3 million. This
adjustment reflects the effect of the sale of this division for $1.2 million in
April 1999.
INCOME (LOSS) FROM OPERATIONS. As a result of the above factors, the Company had
a loss from operations for the nine months ended September 30, 1999 of $(5.9)
million, compared to a loss of $(8.7) million for the same period in 1998.
INTEREST EXPENSE. Interest expense for the nine months ended September 30, 1999
was $1.3 million, compared to $1.8 million for the same period in 1998. This is
a result of reductions of long-term debt.
NET INCOME (LOSS). Net income (loss) decreased to $(7.0) million in the nine
months ended September 30, 1999, from $(8.6) million during the nine months
ended September 30, 1998. This decrease is the result of higher operating income
(loss) and an increased income tax expense. In the nine months ended September
30, 1998, the Company recognized the effect of a carryback to prior income tax
periods of expenses incurred in settlement of litigation.
LIQUIDITY AND CAPITAL RESOURCES. At September 30, 1999, the Company had $0.6
million of cash and cash equivalents. Indebtedness for borrowed money, including
short-term and long-term borrowings and capital lease obligations at September
30, 1999 totaled $34.3 million, the majority of this was classified as long-
term.
On July 30, 1999, the Company entered into a contract rights release agreement
with Seven-UP/RC Bottling Company of Puerto Rico, Inc. ("Seven-UP") pursuant to
which Seven-UP released its exclusive rights for the production and distribution
of the "Seven-UP," "Sunkist," "Welch's" and "Schweppes" brands in Puerto Rico.
The purchase price consisted of $12.0 million cash. The Company obtained such
releases as a precondition to its entry into franchise agreements with each
respective franchisor.
On July 30, 1999 the Company amended its existing credit facility with Banco
Popular de Puerto Rico. The amended facility replaced the existing term loan due
April 1, 2007 with two new first term loans, and two new second term loans
totaling $10.0 million were executed. Bank of America became a 55% participating
bank in the credit facility with Banco Popular retaining the other 45%. The
scheduled maturity of the term loans and revolving credit facility was changed
to April 1, 2000. These actions were undertaken in order to finance the
acquisition of the Seven-UP business and in contemplation of the combination of
interest transactions.
On October 15, 1999, the Company entered into a new credit facility with Bank of
America as the lead agent bank which included (1) term loans of $95.0 million,
the proceeds of which were used to repay all of the Company's existing
indebtedness as well as indebtedness of Delta and Dakota, payable in 16 (uneven)
quarterly principal payments through September 30, 2003; and (2) a revolving
credit facility of up to $90.0 million, including a letter of credit facility of
up to $2.5 million and a swing line facility of up to $5.0 million. The
revolving credit facility matures on October 14, 2002.
Net cash used in operating activities for the Company was $8.2 million for the
nine months ended September 30, 1999, as compared with $3.8 million for the same
period in 1998. The increase in cash was primarily the result of working capital
through payment of accrued expenses and reserves established for special charges
incurred in 1998.
Net cash used in investing activities for the Company was $21.1 million for the
nine months ended September 30, 1999, as compared with $2.0 million for the same
period in 1998. The increase in cash used in investing activities reflects
purchases of equipment to buy-out a full service lease for delivery vehicles, to
acquire
14
<PAGE>
additional vehicles to expand the direct servicing of accounts previously
serviced by wholesalers and to place additional marketing equipment, along with
the purchase of Seven-UP franchise rights on August 2, 1999 for $12.0 million.
Cash flows provided by financing activities for the Company were $10.5 million
for the nine months ended September 30, 1999, as compared with $16.8 for the
same period in 1998. $10.0 million was borrowed against the Company's line of
credit to purchase the Seven-UP franchise rights on August 1, 1999. The
significant financing activity for the Company in the nine months ended
September, 30 1998 was the infusion of equity related to the common stock sale
attendant to the change of control of $23.1 million, net of issuance costs and
repayment of $7.9 million of the debt.
In April 1999, the Company completed the sale of the Cristalia water business.
The sales price of $1.2 million was comprised of $0.7 million cash and $0.5
million note receivable. The majority of the cash proceeds were used to prepay
amounts due on long-term debt.
YEAR 2000 READINESS DISCLOSURE
The Year 2000 problem concerns the ability of information systems and equipment
controlled by computer chips and systems to properly recognize and process
date-sensitive information on and beyond January 1, 2000. The risks from this
date change are both internal and external and can potentially affect the
Company's production, distribution and administrative systems and the Company's
customers, suppliers of raw materials, utilities and distribution services. Year
2000 related problems could prevent our customers from accepting deliveries from
the Company or processing payments for amounts due to the Company. Suppliers may
be prevented from producing and supplying goods or services essential to the
Company's business.
Delta has provided select information services to the Company, including the use
of information systems and technology, under an accounting services agreement
executed in fiscal year 1998. Prior to the acquisition of Delta and Dakota, the
Company completed its transition to Delta's systems, hardware and software. Both
Delta and Dakota used the PepsiCo Year 2000 compliance plan as a framework for
the development and implementation of their own Year 2000 compliance plans.
Below is a discussion of the Company's Year 2000 readiness and planning status.
The Company's production facility uses equipment that operates using computer
control systems based upon programmed logic controllers. The Company has
completed a Year 2000 compliance evaluation of these systems. The Company also
uses computer systems to forecast demand, order raw materials, monitor inventory
levels, ship product and record shipments. The software that runs these
processes is a combination of commercially available software and internally
developed applications. The Company's initial assessment indicated that these
applications were Year 2000 compliant, and the Company, through Delta and
Dakota, has completed the testing of these applications. The Company relies on a
supply chain to produce and distribute its products from manufacturing
facilities to distribution warehouses and finally to customers. The Company's
distribution centers use a common supply chain management application that is
Year 2000 compliant.
In order to assess the external risks to the Company, Delta and Dakota
distributed Year 2000 readiness surveys to its key suppliers and customers.
Based on responses received from critical suppliers and customers to date, the
Company believes that they are prepared for the Year 2000.
The Company has not incurred material incremental costs associated with its Year
2000 plan. The Company believes that the remaining costs associated with
addressing Year 2000 compliance issues will not be material.
The Company's most likely potential risk with regard to Year 2000 issues is the
temporary inability of suppliers to provide supplies of raw materials to the
Company. The inability of the Company's suppliers to be Year 2000 ready could
result in delays in product manufacturing and delivery, thereby adversely
affecting the business or operations of the Company. The Company believes,
however, that in a worst case scenario any disruption in supply materials can be
minimized by relying on inventories or shifting production to unaffected plants
with some increase in distribution costs.
15
<PAGE>
The Company recognizes the need for Year 2000 contingency plans in the event
that remediation is not fully successful or that the remediation efforts of its
vendors and suppliers are not completed. Such plans include building inventories
of raw materials and finished goods in advance of January 1, 2000 to protect
against supply and production disruptions. As noted above, based on responses
received from critical suppliers and customers to date, the Company believes
that they are prepared for the Year 2000. Additionally, the Company is
developing manual processes to replace electronic applications in the event of
their failure.
16
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company uses financial instruments, primarily variable rate debt, to finance
operations, for capital expenditures and for general corporate purposes. The
Company's exposure to market risk for changes in interest rates relates
primarily to investments, and short-and long-term debt obligations. The Company
places its investments in high-quality securities with major financial
institutions while limiting exposure to any one issuer. The Company does not use
derivative financial instruments or engage in trading activities. There have
been no significant changes in the Company's exposure to market risk for changes
in interest rates during the nine months ended September 30, 1999.
17
<PAGE>
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material effect on the Company's
consolidated financial position, results of operation or liquidity.
ITEM 5. OTHER INFORMATION
On July 30, 1999, the Company entered into a contract rights agreement with
Seven-Up/RC Bottling Company of Puerto Rico, Inc ("Seven-UP") pursuant to which
Seven-UP released its exclusive rights for the production and distribution of
the "Seven-UP," "Sunkist," "Welch's" and "Schweppes" brands in Puerto Rico. In
exchange for these releases, the Company used $10.0 million from its Banco
Popular line of credit and $2.0 million in cash to pay Seven-UP $12.0 million.
The purchase price was based on negotiations between the Company and Seven-UP.
The Company obtained such releases as a precondition to its entry into franchise
agreements with each respective franchisor. With the addition of these brands,
the Company expects to increase its case volume production by approximately 20%
annually.
On August 2, 1999, the Company entered into an asset purchase agreement with
Seven-UP pursuant to which the Company acquired from Seven-UP certain customer
information, owned vehicles, equipment and leased vehicle contracts. In exchange
for these assets, the Company used working capital to pay Seven-UP $30,300 in
cash and to pay unrelated third party lessors $468,597 in cash. Seven-UP used
the assets in connection with its production and distribution of the "Seven-UP,"
"Sunkist," "Welch's" and "Schweppes" brands in Puerto Rico.
18
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27.1 Financial Data Schedule
(b) The Company filed the following report on Form 8-K with the SEC
during the quarter for which this report is filed:
1. The Company's current report on Form 8-K, filed July 15,
1999, relating to the entry by the Company into exchange
agreements with Delta Beverage Group, Inc. and Dakota
Beverage Company. Inc.
19
<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.
Date: November 15, 1999
PEPSIAMERICAS, INC.
By: /s/ Robert C. Pohlad
----------------------------------
Name: Robert C. Pohlad
Title: Chief Executive Officer
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------- --------------------------------------- -----------------------
<S> <C> <C>
/s/ John F. Bierbaum Chief Financial Officer and Vice November 15, 1999
- -------------------- President (Principal Financial Officer)
John F. Bierbaum
</TABLE>
20
<PAGE>
EXHIBIT INDEX
Exhibit 27.1 - Financial Data Schedule.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 550
<SECURITIES> 0
<RECEIVABLES> 15,332
<ALLOWANCES> 1,499
<INVENTORY> 2,903
<CURRENT-ASSETS> 27,013
<PP&E> 80,107
<DEPRECIATION> 30,610
<TOTAL-ASSETS> 92,482
<CURRENT-LIABILITIES> 10,547
<BONDS> 34,275
0
0
<COMMON> 217
<OTHER-SE> 47,491
<TOTAL-LIABILITY-AND-EQUITY> 92,482
<SALES> 79,476
<TOTAL-REVENUES> 79,476
<CGS> 60,257
<TOTAL-COSTS> 85,334
<OTHER-EXPENSES> 998
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,331
<INCOME-PRETAX> (6,856)
<INCOME-TAX> 134
<INCOME-CONTINUING> (6,990)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,990)
<EPS-BASIC> (0.32)
<EPS-DILUTED> (0.32)
</TABLE>
