<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 MARCH 31, 2000
/ / 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 66-0433580
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3800 DAIN RAUSCHER PLAZA
66 SOUTH SIXTH STREET
MINNEAPOLIS, MN 55402
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(612) 661-3830
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes /X/ No
As of May 8, 2000, there were 87,314,377 shares of Common Stock issued
and outstanding. This amount includes 5,000,000 shares of Class A Common Stock
and 82,314,377 shares of Class B Common Stock.
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I
ITEM 1. FINANCIAL STATEMENTS ............................................... 1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ................................ 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ......... 12
PART II
ITEM 1. LEGAL PROCEEDINGS .................................................. 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ................ 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ................................... 14
</TABLE>
i
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(U. S. DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 2000 1999
----------------- ----------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 8,669 $ 8,317
Receivables:
Trade, less allowance for doubtful 47,648 48,193
accounts of $2,046 and $3,075
Marketing and advertising 9,923 13,785
Other 4,328 7,104
Inventories, at cost 31,880 32,311
Shells, tanks and pallets 9,031 8,451
Deferred income taxes 6,666 8,042
Prepaid expenses and other 12,839 11,348
------------ ------------
Total current assets 130,984 137,551
------------ ------------
PROPERTY, PLANT AND EQUIPMENT, net 154,592 147,779
DEFERRED INCOME TAXES 15,686 15,686
INTANGIBLE ASSETS, net of accumulated amortization 185,489 186,695
DEFERRED FINANCING COSTS, BEVERAGE POURING RIGHTS AND
OTHER ASSETS 28,679 28,432
------------ ------------
Total assets $ 515,430 $ 516,143
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
UNAUDITED
(U. S. DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 2000 1999
----------------- ----------------
<S> <C> <C>
CURRENT LIABILITIES:
Current installments of long-term debt $ 7,143 $ 7,931
Accounts payable 26,136 29,050
Accrued expenses 32,959 39,620
------------ ------------
Total current liabilities 66,238 76,601
------------ ------------
LONG-TERM DEBT AND OTHER LIABILITIES, excluding current installments 309,547 294,119
MINORITY INTEREST 35,888 35,968
SHAREHOLDERS' EQUITY:
Class A common stock 50 50
Class B common stock 824 824
Additional paid-in capital 222,759 222,759
Accumulated deficit (119,281) (113,820)
Deferred compensation (327) (353)
Accumulated other comprehensive income (loss) (268) (5)
------------ ------------
Total shareholders' equity 103,757 109,455
------------ ------------
Total liabilities and shareholders' equity $ 515,430 $ 516,143
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31
UNAUDITED
(U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
2000 1999
--------------- --------------
<S> <C> <C>
Net sales $ 138,717 $ 125,345
Cost of sales 93,973 85,728
---------- ----------
Gross profit 44,744 39,617
Selling, general and administrative expenses 40,037 35,919
Amortization of franchise rights and other intangibles 1,293 1,021
Losses on asset impairments - 267
---------- ----------
Income from operations 3,414 2,410
---------- ----------
OTHER INCOME (EXPENSE):
Interest expense, net (7,187) (5,046)
Other, net 197 3
---------- ----------
Total other income (expense) (6,990) (5,043)
---------- ----------
LOSS BEFORE INCOME TAXES AND MINORITY INTEREST (3,576) (2,633)
Minority interest, net of taxes (410) (1,382)
Income tax benefit (expense) (1,475) 4,459
---------- ----------
NET INCOME (LOSS) $ (5,461) $ 444
Other comprehensive income (loss) - foreign currency
translation adjustment $ (263) $ -
---------- ----------
COMPREHENSIVE INCOME (LOSS) $ (5,724) $ 444
========== ==========
NET INCOME (LOSS) PER COMMON SHARE--basic $ (0.06) $ 0.01
========== ==========
NET INCOME (LOSS) PER COMMON SHARE--assuming dilution $ (0.06) $ 0.01
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31
UNAUDITED
(U.S. DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
2000 1999
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (5,461) $ 444
Adjustments to reconcile net income (loss) to net cash
used in operating activities-
Gain on sales of property and equipment -- (25)
Losses on asset impairments -- 267
Depreciation and amortization 7,094 5,936
Noncash interest on long-term debt 301 1,468
Deferred income taxes 1,375 (4,188)
Minority interest, before taxes (79) 1,305
Net expense (payments) under deferred compensation plans (299) 25
Changes in current assets and liabilities:
Receivables 7,481 (3,943)
Inventories 410 (5,333)
Shells, tanks and pallets (586) (32)
Prepaid expenses and other current assets (2,243) (1,095)
Accounts payable and accrued expenses (9,428) 2,398
Other, net -- 87
---------- ----------
Net cash used in operating activities (1,435) (2,686)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for exclusive beverage pouring rights (634) (1,742)
Capital expenditures (12,167) (10,919)
Acquisition of businesses (68) (877)
Other (74) 25
---------- ----------
Net cash used in investing activities (12,943) (13,513)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds under revolving line of credit 31,409 9,126
Repayments of revolving line of credit (13,854) (4,500)
Principal payments on long-term debt (2,825) (1,298)
Dividends paid to controlling shareholder -- (1,251)
---------- ----------
Net cash provided by financing activities 14,730 2,077
---------- ----------
NET CHANGE IN CASH AND CASH EQUIVALENTS 352 (14,122)
CASH AND CASH EQUIVALENTS, beginning of period 8,317 23,551
========== ==========
CASH AND CASH EQUIVALENTS, end of period $ 8,669 $ 9,429
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. Dollars in thousands, except share data)
UNAUDITED
1. ORGANIZATION AND BASIS OF PRESENTATION:
PepsiAmericas, Inc. and its subsidiaries (collectively, the "Company" or "PAS")
bottle, distribute and market soft drinks and other beverage products, primarily
Pepsi-Cola and related brands, in exclusive franchise territories in the
mid-southern and north-central United States, and in Puerto Rico and Jamaica.
The Company also distributes beer products, primarily Miller Brewing Company and
Heineken brands, in southern Louisiana.
The accompanying unaudited consolidated financial statements of PAS 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 March 31, 2000, 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 year ended December 31, 1999. Also, the results of operations for the
interim periods presented may not be indicative of the results for the entire
year.
Certain prior year balances have been reclassified to conform to the current
year presentation.
2. COMBINATION OF INTERESTS:
On July 17, 1998, P-PR Transfer LLP, a partnership principally owned by Pohlad
Companies, acquired a controlling interest in PepsiAmericas, Inc., formerly
known as Pepsi-Cola Puerto Rico Bottling Company ("PepsiAmericas"). Effective
with the change in control, PepsiAmericas and two related party entities, Delta
Beverage Group, Inc. ("Delta") and Dakota Beverage Group, Inc. ("Dakota") shared
common ownership and were under the common control of Pohlad Companies.
Effective October 15, 1999, PepsiAmericas combined with Delta and Dakota in a
transaction accounted for as a merger of entities under common control, with the
acquisition of certain minority interests in Delta recognized using the
"purchase" method of accounting. Pohlad Companies continues to be the
controlling shareholder in PAS.
The accompanying consolidated statements of income (loss) and cash flows for the
three month period ended March 31, 1999 have been restated to include the
combined results of operations of PepsiAmericas, Delta and Dakota (the "restated
consolidated financial statements"). The proportionate share of Delta's common
shareholders' equity that was not owned or controlled by Pohlad Companies until
October 15, 1999 is reflected as a minority interest in the restated
consolidated financial statements. Effective with the combination of interests,
Delta became a wholly owned subsidiary of PepsiAmericas. Costs to acquire the
Delta minority interests in excess of net assets acquired of approximately
$123,509 were attributed to franchise costs and are being amortized on a
straight-line basis over 40 years.
3. ACQUISITIONS:
In December 1999, the Company acquired the soft drink business of Desnoes and
Geddes Limited, a Jamaican bottler of Pepsi-Cola products and other brands and a
brewer of Red Stripe beer. In July 1999, the Company entered into a contract
rights release agreement with Seven-UP/RC Bottling Company of Puerto Rico, Inc.
("Seven-UP/RC") pursuant to which Seven-UP/RC released its exclusive rights for
the bottling and distribution of the Seven-Up, Sunkist, Welch's and Schweppes
brands in Puerto Rico. In the 1999 first quarter, the Company acquired S&R
5
<PAGE>
Vending Company, a full line vending operation based in North Dakota, for
approximately $877. These acquisitions were accounted for as purchases, and the
Company's consolidated results of operations include the results of the
acquisitions since their respective purchase dates. Costs of the franchises in
excess of net assets acquired of approximately $23,235 are being amortized on a
straight-line basis over 40 years.
4. LONG-TERM DEBT AND OTHER LIABILITIES:
On October 15, 1999, the Company entered into a credit agreement with a
syndicate of banks led by Bank of America, N.A. ("Bank of America") which
provides for two term loan facilities totaling $95,000. The proceeds from the
term loan facilities were used to retire the Company's existing term loans and
certain senior notes and to purchase Delta's subordinated notes. The credit
agreement also includes a $90,000 line of credit that matures in October 2002.
Among other things, initial borrowings under the revolving line of credit funded
the remaining portion of the retired debt. The term loan facilities and
revolving line of credit bear interest, at the Company's option, at (1) LIBOR,
as adjusted, plus a defined margin, or (2) a defined margin over the higher of
(a) Bank of America's prime rate or (b) the federal funds rate plus 0.5% (the
"base rate"). The revolving line of credit includes a swing line facility of up
to $5,000. Swing line loans bear interest at either the base rate or at an
otherwise mutually agreed upon rate of interest.
As of March 31, 2000 and December 31, 1999, $72,515 and $65,220 was outstanding
under the revolving line of credit, including amounts outstanding under the
swing line facility of $4,460 and $400, respectively.
Delta maintains $120,000 of senior notes and a $30,000 revolving line of credit.
The line of credit matures on December 16, 2001 and bears interest, at Delta's
option, at LIBOR or a defined margin over the higher of (1) the bank's prime
rate or (2) the federal funds rate plus 0.5%. The revolving line of credit
includes a swing line facility of up to $2,500. Swing line loans bear interest
at either the base rate or at an otherwise mutually agreed upon rate of
interest. As of March 31, 2000 and December 31, 1999, $10,900 and $4,700,
respectively, was outstanding under the revolving line of credit. This includes
amounts outstanding under the swing line facility of $2,500 as of March 31, 2000
and December 31, 1999.
In connection with the October 15, 1999 debt refinancing, the Company incurred
financing fees of approximately $2,902. These fees have been capitalized and are
being amortized as adjustments of interest over the terms of the related
agreements. Deferred financing costs relating to the debt retired in 1999 of
approximately $636 were written off in 1999.
The Company has entered into interest rate swap agreements designated as a
partial hedge of the Company's portfolio of variable rate debt. The purpose of
these swaps is to fix interest rates on variable rate debt and reduce certain
exposures to interest rate fluctuations. At March 31, 2000, the Company had
outstanding interest rate swaps with a notional amount of $87,500. Under these
agreements, PAS will pay the counter parties interest at a weighted average
fixed rate of 6.14%, and the counter parties will pay PAS interest at a variable
rate equal to LIBOR. The LIBOR rate applicable to these agreements was 6.04% at
March 31, 2000. The notional amounts do not quantify risk or represent assets or
liabilities of PAS, but are used in the determination of cash settlements under
the agreements. These swap agreements expire through the year 2003.
Neither the Company nor the counter parties, which are prominent bank
institutions, are required to collateralize their respective obligations under
these swaps. PAS is exposed to loss if one or more of the counter parties
default. At March 31, 2000, PAS had no exposure to credit loss on interest rate
swaps. The Company does not believe that any reasonably likely change in
interest rates would have a material adverse effect on the consolidated
financial position, the results of operations or cash flows of the Company.
6
<PAGE>
5. SHAREHOLDERS' EQUITY:
DEFERRED COMPENSATION
The Company maintains qualified and non-qualified stock option plans. Qualified
stock options are granted with an exercise price equal to the stock's fair
market value at the date of grant. Non-qualified stock options 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 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 three months ended March 31, 2000 and 1999, deferred
compensation expense of $25 and $25, respectively, was recorded related to this
grant.
TRANSLATION OF FINANCIAL STATEMENTS
The balance sheets for operations in Jamaica were translated into U.S. dollars
at the period end exchange rates, while the statement of income (loss) for the
three months ended March 31, 2000 was translated using average rates.
Adjustments resulting from financial statement translations are included as
cumulative translation adjustments in accumulated other comprehensive income
(loss). Gains and losses resulting from foreign currency transactions are
included in earnings.
COMMON SHARES
As of March 31, 2000 and December 31, 1999, Class A common stock consisted of
5,000,000, $0.01 par value, authorized, issued and outstanding common shares.
As of March 31, 2000 and December 31, 1999, Class B common stock consisted of
145,000,000, $0.01 par value, authorized common shares, with 82,314,377 common
shares issued and outstanding.
6. EARNINGS PER SHARE:
The Company presents basic and diluted earnings per share in accordance with the
provisions of Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings Per Share." Accordingly, the Company's net income or loss per common
share is computed by dividing the net income or loss by the weighted average
number of common shares outstanding. For the three months ended March 31, 2000,
net loss per common share-assuming dilution does not include the Company's
potentially dilutive securities because to do so would be antidilutive. For the
three months ended March 31, 1999, net income per common share-assuming dilution
was computed assuming that all potentially dilutive securities were converted
into common shares at the beginning of the period. A reconciliation of the
amounts included in the computation of income (loss) per common share and income
(loss) per common share - assuming dilution is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
2000 1999
Net income (loss) - assuming dilution ---------- ---------
<S> <C> <C>
Net income (loss) $ (5,461) $ 444
Effects of dilutive securities
Stock options * *
Net income (loss) - assuming dilution ---------- ---------
$ (5,461) $ 444
========== =========
Average common shares outstanding 87,314 86,760
Effects of dilutive securities
Stock options * 92
Net income (loss) - assuming dilution ---------- ---------
Average common shares outstanding -
7
<PAGE>
assuming dilution 87,314 86,852
========== =========
Net income (loss) per common share $ (0.06) $ 0.01
=========== ==========
Net income (loss) per common share - $ (0.06) $ 0.01
assuming dilution =========== ==========
</TABLE>
Note: If an item appears with a *, the security was antidilutive for the
period presented.
7. SALE OF BUSINESS:
In December 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., and recorded a non-cash
charge for the estimated impairment of the Cristalia net assets. The sale was
finalized in April 1999 and resulted in an additional impairment charge of $267.
8. INVENTORIES:
Inventories included the following:
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
-------- ------------
<S> <C> <C>
Raw materials $11,745 $12,844
Finished goods 20,135 19,467
------- -------
$31,880 $32,311
======= =======
</TABLE>
9. PROPERTY AND EQUIPMENT:
Property and equipment included the following:
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------------- --------------
<S> <C> <C>
Land and improvements $ 14,428 $ 14,428
Buildings and improvements 43,749 44,267
Machinery and equipment 230,041 217,704
---------------- --------------
288,218 276,399
Less: Accumulated depreciation (133,626) (128,620)
================ ==============
$ 154,592 $ 147,779
================ ==============
</TABLE>
10. SUBSEQUENT EVENT:
Effective April 1, 2000 the Company established an Employee Stock Purchase Plan
to allow eligible employees, as defined, to participate in the success of the
Company through the purchase of Class B shares of common stock. A total of
2,000,000 shares are available for purchase under the plan.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS DESCRIBES CERTAIN FACTORS
AFFECTING THE RESULTS OF OPERATIONS OF PEPSIAMERICAS, INC. ("PAS" OR THE
"COMPANY") FOR THE FISCAL QUARTER AND THREE MONTHS ENDED MARCH 31, 2000 AND ITS
FINANCIAL CONDITION AS OF MARCH 31, 2000. THIS DISCUSSION AND ANALYSIS SHOULD BE
READ IN CONJUNCTION WITH THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1999.
CERTAIN OF THE STATEMENTS IN THE FOLLOWING DISCUSSION CONSTITUTE
FORWARD-LOOKING STATEMENTS WHICH ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. VARIOUS FACTORS MAY
CAUSE ACTUAL RESULTS OF OPERATIONS AND FINANCIAL CONDITION TO VARY SIGNIFICANTLY
FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENT MADE HEREIN OR IN OTHER
REPRESENTATIONS MADE BY THE COMPANY'S MANAGEMENT OR BY OTHERS ON BEHALF OF THE
COMPANY. PLEASE REFER TO THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1999 FOR A DESCRIPTION OF THE FACTORS KNOWN TO THE
COMPANY THAT MAY CAUSE ACTUAL RESULTS TO VARY.
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 March 31, 2000 and December 31, 1999, and for the three month
periods ended March 31, 2000 and March 31, 1999. Certain prior year balances
have been reclassified to conform to the current year presentation.
The primary measurement of unit volume for PAS is case-sized quantities of the
various consumer packages in which products are produced and sold and may
alternatively be described as hard case sales. PAS also sells premix of draft
products (ready-to-serve beverages which are sold in tanks or kegs) and postmix
products (fountain syrups to which carbonated water must be added). Premix and
postmix products, while effectively containing the identical beverages as
packaged product, are not included in unit volume measurements, as they are not
the primary focus of PAS's selling efforts.
The primary source of revenue for PAS is franchise case sales that are sales of
PAS's branded products directly to retailers whether of package, premix or
postmix configuration. Another source of revenue is contract sales which are
sales to unaffiliated companies that hold soft drink franchises. Contract sales,
which historically represent less than 15% of total net sales, may fluctuate
from year to year, and are made at relatively low prices and gross profit
margins due to the competition for such sales, and are not a primary focus of
management in determining the business strategy of PAS. As a result, management
believes that changes in franchise case sales more accurately measure growth
than changes in total net sales.
CHANGE IN FISCAL YEAR
Effective January 1, 1999, the Company changed its fiscal year end from
September 30 to December 31. A transition report on Form 10-K was filed for the
interim period from October 1, 1998 through December 31, 1998. This report on
Form 10-Q includes information for the three-month periods ended March 31, 2000
and 1999.
CHANGE IN CONTROL
On July 17, 1998, P-PR Transfer, LLP, a partnership principally owned by Pohlad
Companies, acquired a controlling interest in PAS, formerly known as Pepsi-Cola
Puerto Rico Bottling Company. Effective with the change in control, PAS and two
other entities, Delta Beverage Group, Inc. ("Delta") and Dakota Beverage
Company, Inc. ("Dakota") shared common ownership and were under the common
control of Pohlad Companies.
9
<PAGE>
COMBINATION OF INTERESTS
Effective October 15, 1999, PAS combined with Delta and Dakota in a transaction
accounted for as a merger of entities under common control, with the acquisition
of certain minority interests in Delta recognized using the "purchase" method of
accounting. Pohlad Companies continues to be the controlling shareholder in PAS.
The consolidated financial statements for the three-month period ended March 31,
1999 have been restated to include the combined results of operations of PAS,
Delta and Dakota.
QUARTER ENDED MARCH 31, 2000 COMPARED TO QUARTER ENDED MARCH 31, 1999
RESULTS OF OPERATIONS
Net sales for the three months ended March 31, 2000 grew 10.7% to $138.7 million
compared to $125.3 million for the same period in 1999. The increase was a
result of overall physical case volume up 4.8% for the quarter mainly from the
acquisition of the Jamaican operations, acquired in December 1999. Mainland U.S.
territory volume decreased by 4.2% as the Company increased its wholesale
prices. Physical case volume in the Caribbean territories grew 35%, including
the addition of the Jamaican territories. Excluding net sales in Jamaica,
revenue increased 5% compared to the same period in 1999. Net sales per case
from all revenue sources were up 5.6% as a result of improved pricing in the
Company's mainland U.S. territories.
Cost of sales for the Company increased 9.6% for the three months ended March
31, 2000 compared to the same period in 1999. This increase was due primarily to
the increased sales volume experienced with the acquisition of the Jamaican
operations. As a percentage of net sales, cost of sales decreased 0.7% compared
to the same period in the prior year. As a result of the above factors, gross
profit for the Company increased to 32.2% for the three months ended March 31,
2000 compared to 31.6% for the same period in 1999.
Operating expenses for the Company increased 11.1% to $41.3 million from $37.2
for the same period in 1999. The increase is due primarily to additional
emphasis on cold bottle equipment and personnel additions to better serve the
Company's markets. As a percentage of net sales, operating expenses remained
relatively flat for the three months ended March 31, 2000 compared to the same
period in 1999 at approximately 30.0%.
As a result of the above factors, income from operations for the three months
ended March 31, 2000 increased to $3.4 million, or 2.5% of net sales, compared
to $2.4 million, or 1.9% of net sales, for the same period in 1999.
The Company's interest expense for the first quarter of 2000 was $7.2 million
compared with $5.8 million in the first quarter of 1999. The higher expense in
2000 is due primarily to loans funding the Jamaican acquisition late in 1999 as
well as the acquisition of the exclusive rights for the production and
distribution of Seven-Up, Sunkist, Welch's and Schweppes brands in Puerto Rico
in July 1999.
The Company reported a net income(loss) of $(5.5) million for the first quarter
of 2000, or $(0.06) per common share, compared to net income of $0.4 million, or
$0.01 per common share in the first quarter of 1999. The net income (loss)
reflects the tax treatment surrounding the merger of Delta Beverage Group,
Dakota Beverage Company and Pepsi-Cola Puerto Rico to form PepsiAmericas, Inc.
on October 15, 1999. In 1999, the provision for income taxes reflects the
Subchapter S corporation status of Dakota Beverage before the merger. Further,
the effective income tax rate used for Delta Beverage in the first quarter of
1999 was based on projected full-year earnings which did not materialize. Had
the actual full-year effective income tax rate for Delta Beverage been known,
and if income taxes had been provided on Dakota Beverage's income before income
taxes, the first quarter 1999 income tax expense would have been $1.3 million
and the net loss would have been $(5.4) million. The Company's effective tax
rate differs from the U.S. statutory rate primarily due to the effect of
non-deductible franchise cost amortization and valuation allowances established
for losses incurred by the Company's Puerto Rico operations.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by (used in) operating activities for the Company was $(1.4)
million for the three months ended March 31, 2000 compared with $(2.7) million
for the same period in 1999. The improvement was primarily from favorable
working capital cash flows.
Net cash provided by (used in) investing activities for the Company was $(12.9)
million for the three months ended March 31, 2000 compared with $(13.5) million
for the same period in 1999. Capital expenditures increased from 1999 by $1.2
million as a result of increases in marketing equipment. The increase was offset
by a reduction in exclusive beverage pouring rights payments of $1.1 million.
Cash flows provided by financing activities for the Company were $14.7 million
for the three months ended March 31, 2000 compared with $2.1 million for the
same period in 1999. The increase was primarily due to additional borrowings to
fund the increased capital expenditure spending and the timing of payments of
accrued expenses and fees related to the merger in October 1999.
11
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has entered into interest rate swap agreements designated as a
partial hedge of the Company's portfolio of variable rate debt. The purpose of
these swaps is to fix interest rates on variable rate debt and reduce certain
exposures to interest rate fluctuations. At March 31, 2000, the Company had
outstanding interest rate swaps with a notional amount of $87.5 million. Under
these agreements, PAS will pay the counter parties interest at a weighted
average fixed rate of 6.14%, and the counter parties will pay PAS interest at a
variable rate equal to LIBOR. The LIBOR rate applicable to these agreements was
6.04% at March 31, 2000. The total fair value of these interest rate swaps was
approximately $0.8 million at March 31, 2000. The notional amounts do not
quantify risk or represent assets or liabilities of PAS, but are used in the
determination of cash settlements under the agreements. These swap agreements
expire through the year 2003.
Neither the Company nor the counter parties, which are prominent bank
institutions, are required to collateralize their respective obligations under
these swaps. PAS is exposed to loss if one or more of the counter parties
default. At March 31, 2000, PAS had no exposure to credit loss on interest rate
swaps. The Company does not believe that any reasonably likely change in
interest rates would have a material adverse effect on the financial position,
the results of operations or cash flows of the Company.
There have been no other significant changes in the Company's exposure to market
risk during the three months ended March 31, 2000.
PART II
ITEM 1. LEGAL PROCEEDINGS
In August 1993, the Company was named as one of several defendants in a lawsuit
filed in the District Court of Morris County, Texas, by a number of soft drink
bottlers and distributors. The plaintiffs alleged that the defendants engaged in
unfair competition and conspired to monopolize the soft drink industry in
eastern Texas, Louisiana and Arkansas in violation of the Texas Free Enterprise
Act and, alternatively, state antitrust statutes. Subsequent to March 31, 2000,
the litigation was resolved without material adverse effect to the Company.
In November and December 1999, the Company was named a defendant in several
class action lawsuits filed in the District Court of the Parish of St. John the
Baptist, Louisiana, by a group of residents near the Company's facility in
Reserve, Louisiana. The residents complained of personal injuries resulting from
noxious fumes emitted from the wastewater pond owned by the Port of South
Louisiana, into which the Company discharges its wastewater. There are
approximately 4,000 potential plaintiffs. No dollar amount has been demanded as
yet. The Company intends to fully defend itself in this action and does not
anticipate any material consequences to result.
Delta owns 62% of The Pepsi-Cola/Seven-Up Beverage Group of Louisiana (the
"Joint Venture"), which distributes beer in the New Orleans metropolitan area.
The Miller Brewing Company distributor agreement provides that a distributor
cannot be owned directly or indirectly by a publicly-held company. Because Delta
is owned by PAS, a publicly-held company, PAS is working to resolve this
ownership issue. No assurance can be given that PAS will be able to resolve this
issue with Miller.
From time to time, the Company is involved in various other legal proceedings
arising in the ordinary course of business. The Company believes ultimate
resolution of such litigation will not have a material adverse effect on the
Company's business, financial condition or results of operations.
12
<PAGE>
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Shareholders held on April 26, 2000 (the
"Annual Meeting"), the Company's shareholders voted on three items: the election
of eight directors, the adoption of the PAS 2000 Employee Stock Purchase Plan,
and the ratification of the appointment of Arthur Andersen LLP as independent
public accountants for the fiscal year ending December 31, 2000. The holders of
PAS Class A Common Stock and Class B Common Stock voted as a single class on all
matters. Holders of Class A Common Stock are entitled to six votes per share.
The shareholders elected eight directors at the Annual Meeting. The directors
are: Christopher E. Clouser, with 94,369,635 votes cast for his election and
189,231 votes withheld; Philip N. Hughes, with 94,369,635 votes cast for his
election and 189,231 votes withheld; Lionel L. Nowell III, with 94,369,681 votes
cast for his election and 189,185 votes withheld; Robert C. Pohlad, with
94,209,339 votes cast for his election and 349,527 votes withheld; Diego Suarez,
Jr., with 94,371,435 votes cast for his election and 187,431 votes withheld;
Basil K. Vasiliou, with 94,371,262 votes cast for his election and 187,604 votes
withheld; John F. Woodhead, with 94,371,262 votes cast for his election and
187,604 votes withheld; and Raymond W. Zehr, Jr., with 94,206,933 votes cast for
his election and 351,933 votes withheld. There were 19 broker non-votes on this
matter.
The shareholders adopted the PAS 2000 Employee Stock Purchase Plan with
94,456,463 votes cast for adoption, 79,700 votes withheld or cast against, and
22,722 votes excepting or abstaining. There were no broker non-votes on this
matter.
The shareholders ratified the appointment of Arthur Andersen LLP as independent
public accountants for the fiscal year ending December 31, 2000 with 94,484,203
votes cast for ratification, 19,910 votes withheld or cast against and 24,772
votes excepting or abstaining. There were no broker non-votes on this matter.
13
<PAGE>
ITEM 6. EXHIBITS AND REPORTS OR FORM 8-K
(a) Exhibits
(i) Exhibit 11 - Statement of Computation of Per Share
Earnings
(ii) Exhibit 27.1 - Financial Data Schedule
(b) The Company did not file any reports on Form 8-K during the
quarter for which this report is filed.
14
<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.
PEPSIAMERICAS, INC.
Date: May 11, 2000
By:
---------------------------------------
Robert C. Pohlad
Title: Chief Executive Officer
Date: May 11, 2000
By:
---------------------------------------
John F. Bierbaum
Title: Chief Financial Officer and
Senior Vice President
(Principal Financial Officer)
15
<PAGE>
EXHIBIT 11
PEPSIAMERICAS, INC. AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31
(UNAUDITED)
(U. S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Net income (loss) $ (5,461) $ 444
Effects of dilutive securities
Stock options * *
---------- ---------
Net income (loss) - assuming dilution
$ (5,461) $ 444
=========== =========
Average common shares outstanding 87,314 86,760
Effects of dilutive securities
Stock options * 92
---------- ---------
Average common shares outstanding -
assuming dilution 87,314 86,852
========== =========
Net income (loss) per common share $ (0.06) $ 0.01
=========== ==========
Net income (loss) per common share - $ (0.06) $ 0.01
assuming dilution =========== ==========
</TABLE>
Note: If an item appears with a *, the security was antidilutive for the period
presented.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 8,669
<SECURITIES> 0
<RECEIVABLES> 49,694
<ALLOWANCES> 2,046
<INVENTORY> 31,880
<CURRENT-ASSETS> 130,984
<PP&E> 288,218
<DEPRECIATION> 133,626
<TOTAL-ASSETS> 515,430
<CURRENT-LIABILITIES> 66,238
<BONDS> 309,547
0
0
<COMMON> 874
<OTHER-SE> 102,883
<TOTAL-LIABILITY-AND-EQUITY> 515,430
<SALES> 138,717
<TOTAL-REVENUES> 138,717
<CGS> 93,973
<TOTAL-COSTS> 135,303
<OTHER-EXPENSES> 6,990
<LOSS-PROVISION> 289
<INTEREST-EXPENSE> 7,187
<INCOME-PRETAX> (3,576)
<INCOME-TAX> (1,475)
<INCOME-CONTINUING> (5,461)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,461)
<EPS-BASIC> (0.06)
<EPS-DILUTED> (0.06)
</TABLE>
