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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 JUNE 30, 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 (I.R.S. EMPLOYER
OF 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 August 11, 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.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
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<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 ...... 14
PART II
ITEM 1. LEGAL PROCEEDINGS ............................................... 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ............. 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ................................ 16
SIGNATURES .................................................................... 17
EXHIBIT INDEX ................................................................. 18
</TABLE>
1
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(U. S. DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------------- ----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 9,151 $ 8,317
Receivables:
Trade, less allowance for doubtful 55,829 48,193
accounts of $2,065 and $3,075
Marketing and advertising 9,989 15,394
Other 5,669 5,495
Inventories, at cost 33,780 32,311
Shells, tanks and pallets 9,566 8,451
Deferred income taxes 4,576 8,042
Prepaid expenses and other 13,466 11,348
------------ ------------
Total current assets 142,026 137,551
------------ ------------
PROPERTY, PLANT AND EQUIPMENT, net 157,832 147,779
DEFERRED INCOME TAXES 15,686 15,686
INTANGIBLE ASSETS, net of accumulated amortization 184,401 186,695
DEFERRED FINANCING COSTS, BEVERAGE POURING RIGHTS AND
OTHER ASSETS 28,409 28,432
------------ ------------
Total assets $ 528,354 $ 516,143
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
UNAUDITED
(U. S. DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------------- ----------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current installments of long-term debt $ 7,702 $ 7,931
Accounts payable 27,989 29,050
Accrued expenses 38,755 39,620
------------ ------------
Total current liabilities 74,446 76,601
------------ ------------
LONG-TERM DEBT , excluding current installments 299,477 280,618
OTHER LONG-TERM LIABILITIES 12,913 13,501
MINORITY INTEREST 35,778 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 (117,181) (113,820)
Deferred compensation (302) (353)
Accumulated other comprehensive income (loss) (410) (5)
------------ ------------
Total shareholders' equity 105,740 109,455
------------ ------------
Total liabilities and shareholders' equity $ 528,354 $ 516,143
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE SIX MONTHS ENDED JUNE 30
UNAUDITED
(U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
2000 1999
----------------- ---------------
<S> <C> <C>
Net sales $ 307,468 $ 275,532
Cost of sales 206,792 186,685
----------- -----------
Gross profit 100,676 88,847
Selling, general and administrative expenses 82,442 75,444
Amortization of franchise rights and other intangibles 2,587 2,042
Losses on asset impairments -- 267
----------- -----------
Income from operations 15,647 11,094
----------- -----------
OTHER INCOME (EXPENSE):
Interest expense, net (14,722) (10,485)
Other, net 178 (28)
----------- -----------
Total other income (expense) (14,544) (10,513)
----------- -----------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 1,103 581
Minority interest, net of taxes (965) (13)
Income tax benefit (expense) (3,499) 255
----------- -----------
NET INCOME (LOSS) $ (3,361) $ 823
=========== ===========
NET INCOME (LOSS) PER COMMON SHARE - basic $ (0.04) $ 0.01
=========== ===========
NET INCOME (LOSS) PER COMMON SHARE-assuming dilution $ (0.04) $ 0.01
=========== ===========
UNAUDITED PRO FORMA NET LOSS DATA:
Income before income taxes and minority interest $ 1,103 $ 581
Minority interest, net of taxes (965) (13)
Pro forma income tax expense (3,499) (2,345)
----------- -----------
Pro forma net loss $ (3,361) $ (1,177)
=========== ===========
Pro forma net loss per common share $ (0.04) $ (0.02)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30
UNAUDITED
(U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
2000 1999
---------------- ---------------
<S> <C> <C>
Net sales $ 168,751 $ 150,187
Cost of sales 112,819 100,957
---------- -----------
Gross profit 55,932 49,230
Selling, general and administrative expenses 42,405 39,525
Amortization of franchise rights and other intangibles 1,294 1,021
---------- -----------
Income from operations 12,233 8,684
---------- -----------
OTHER INCOME (EXPENSE):
Interest expense, net (7,535) (5,439)
Other, net (19) (31)
---------- -----------
Total other income (expense) (7,554) (5,470)
---------- -----------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 4,679 3,214
Minority interest, net of taxes (555) 1,369
Income tax expense (2,024) (4,204)
---------- -----------
NET INCOME $ 2,100 $ 379
========== ===========
NET INCOME PER COMMON SHARE--basic $ 0.02 $ 0.00
========== ===========
NET INCOME PER COMMON SHARE-- assuming dilution $ 0.02 $ 0.00
========== ===========
UNAUDITED PRO FORMA NET INCOME (LOSS) DATA:
Income before income taxes and minority interest $ 4,679 $ 3,214
Minority interest, net of taxes (555) 1,369
Pro forma income tax expense (2,024) (5,504)
---------- -----------
Pro forma net income (loss) $ 2,100 $ (921)
========== ===========
Pro forma net income (loss) per common share $ 0.02 $ (0.01)
========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30
UNAUDITED
(U.S. DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
2000 1999
---------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (3,361) $ 823
Adjustments to reconcile net loss to net cash
Used in operating activities-
Losses on asset impairments -- 267
Depreciation and amortization 14,142 12,104
Noncash interest on long-term debt 602 3,192
Deferred income taxes 3,466 1,474
Minority interest, before taxes -- 64
Net expense (payments) under deferred compensation plans (289) 106
Changes in current assets and liabilities:
Receivables (2,347) (2,969)
Inventories (1,508) (5,041)
Shells, tanks and pallets (1,155) 10
Prepaid expenses and other current assets (2,226) (1,473)
Accounts payable and accrued expenses (2,136) 3,106
Other, net (334) (178)
----------- -----------
Net cash provided by operating activities 4,854 11,485
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for exclusive beverage pouring rights (1,203) (3,182)
Capital expenditures (20,717) (19,512)
Proceeds from sales of property and equipment 51 41
Proceeds from sale of business -- 700
Acquisition of franchise rights (159) --
Acquisition of businesses (250) (687)
Other (175) (26)
----------- -----------
Net cash used in investing activities (22,453) (22,666)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds under revolving line of credit 48,330 16,245
Repayments of revolving line of credit (26,025) (10,500)
Principal payments on long-term debt (5,274) (5,328)
Proceeds from long-term borrowings 1,600 2,965
Dividends paid to controlling shareholder -- (3,329)
Cash distribution to joint venture partner (190) --
Payment of deferred financing charges (8) --
----------- -----------
Net cash provided by financing activities 18,433 53
----------- -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS 834 (11,128)
CASH AND CASH EQUIVALENTS, beginning of period 8,317 23,551
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 9,151 $ 12,423
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<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 June 30, 2000, and for all interim periods
presented. These 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 Company,
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) for the three and
six month periods ended June 30, 1999, and cash flows for the six month
period ended June 30, 1999, have been restated to include the 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 rights 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 &
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 Vending, a full line vending operation based in North
Dakota, for approximately $877. In May 2000, the Company acquired McKeever
Vending, a full line vending operation located in South Dakota, for
approximately $140. These acquisitions were accounted for as purchases, and
the Company's consolidated results of operations include the
7
<PAGE>
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,
certain senior notes and the 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 June 30, 2000 and December 31, 1999, $76,625 and $65,220 was
outstanding under the revolving line of credit, including amounts outstanding
under the swing line facility of $4,110 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 June 30, 2000 and December 31, 1999, $16,000 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 June 30, 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 of approximately $636
relating to the debt retired in 1999 were written off.
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 June 30, 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 6.28% at June 30, 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 at various dates 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 June 30, 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.
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
8
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five years. During the three and six months ended June 30, 2000 and the three
and six months ended June 30, 1999, deferred compensation expense of $25 and
$25, and $51 and $51, 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) 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 June 30, 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 June 30, 2000 and December 31, 1999, Class B common stock consisted of
145,000,000, $.01 par value, authorized common shares, with 82,314,377 common
shares issued and outstanding.
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.
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 six months and three
months ended June 30, 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 six months and three months ended June 30,
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>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------------- ----------------------------------
2000 1999 2000 1999
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Net income (loss) $ (3,361) $ 823 $ 2,100 $ 379
Effects of dilutive securities
Stock options * * * *
----------- ----------- ------------ -----------
Net income (loss) - assuming dilution $ (3,361) $ 823 $ 2,100 $ 379
=========== =========== ============ ===========
Average common shares outstanding 87,314 86,760 87,314 86,760
Effects of dilutive securities
Stock options * 33 * *
----------- ----------- ------------ -----------
Average common shares outstanding -
assuming dilution 87,314 86,793 87,314 86,760
=========== =========== ============ ===========
Net income (loss) per common share $ (0.04) $ 0.01 $ (0.02) $ 0.00
=========== =========== ============ ===========
Net income (loss) per common share -
assuming dilution $ (0.04) $ 0.01 $ (0.02) $ 0.00
=========== =========== ============ ===========
</TABLE>
Note: If an item appears with a *, the item was not applicable or the
security was antidilutive for the period presented.
9
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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>
JUNE 30, DECEMBER 31,
2000 1999
---------------- ----------------
<S> <C> <C>
Raw materials $ 12,119 $ 12,844
Finished goods 21,661 19,467
---------------- ----------------
$ 33,780 $ 32,311
================ ================
</TABLE>
9. PROPERTY AND EQUIPMENT:
Property and equipment included the following:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
---------------- ----------------
<S> <C> <C>
Land and improvements $ 14,440 $ 14,428
Buildings and improvements 46,619 44,267
Machinery and equipment 235,243 217,704
---------------- ----------------
296,302 276,399
Less: Accumulated depreciation (138,470) (128,620)
---------------- ----------------
$ 157,832 $ 147,779
================ ================
</TABLE>
10. COMPREHENSIVE INCOME (LOSS):
During the six months and three months ended June 30, 2000 and 1999,
comprehensive income (loss) was as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------------- ----------------------------------
2000 1999 2000 1999
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Net income (loss) $ (3,361) $ 823 $ 2,100 $ 379
Currency translation adjustment (405) -- (142) --
----------- ----------- ------------ -----------
Comprehensive income (loss) $ (3,766) $ 823 $ 1,958 $ 379
=========== =========== ============ ===========
</TABLE>
11. INCOME TAXES:
Prior to the combination of interests transaction on October 15, 1999, Dakota
operated as a subchapter S corporation whereby the taxable income of Dakota
was included in the income tax returns of its sole shareholder. Accordingly,
no income taxes were recorded in Dakota's historical financial statements.
The unaudited pro forma income tax expense shown in the accompanying
statements of income (loss) for the three and six months ended June 30, 1999
is presented for comparative purposes assuming Dakota had been a C
corporation during 1999.
10
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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 SIX MONTHS ENDED JUNE 30, 2000 AND ITS FINANCIAL CONDITION
AS OF JUNE 30, 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 Consolidated Financial Statements of the Company, and the notes
thereto, as of June 30, 2000 and December 31, 1999, and for the three month
and six month periods ended June 30, 2000 and June 30, 1999.
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.
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 or 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.
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.
11
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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 and six month periods ended June 30, 1999 have been restated to
include the combined results of operations of PAS, Delta and Dakota.
QUARTER ENDED JUNE 30, 2000 COMPARED TO QUARTER ENDED JUNE 30, 1999
RESULTS OF OPERATIONS
Net sales for the three months ended June 30, 2000 grew 12.4% to $168.8
million compared to $150.2 million for the same period in 1999. The increase
was a result of overall physical case volume up 6.8% for the quarter mainly
from the acquisition of Jamaican operations, acquired in December 1999.
Mainland U.S. territory volume decreased by 2.8% as the company increased its
wholesale prices. Physical case volume in the Caribbean territories grew
42.5% largely due to the addition of the Jamaican territories. Excluding net
sales in Jamaica, revenue increased 6.5% compared to the same period in 1999.
Net sales per case from all revenue sources were up 5.2% as a result of
increased pricing in the Company's mainland U.S. territories.
Cost of sales for the Company increased 11.7% for the three months ended June
30, 2000 compared to the same period in 1999. This increase was due primarily
to the increased sales volume although unit cost of sales did increase due to
an increase in concentrate costs. As a result of the above factors, gross
profit for the Company increased to 33.1% for the three months ended June 30,
2000 compared to 32.8% for the same period in 1999.
Operating expenses, excluding those related to Jamaican operations, increased
only slightly despite higher selling and delivery costs resulting from
continued investments in cold bottle equipment and additional personnel to
serve the increased demand in this market. As a percentage of net sales,
operating expenses decreased for the three months ended June 30, 2000 to
25.9% compared to the same period in 1999 at approximately 27.0%.
As a result of the above factors, income from operations for the three months
ended June 30, 2000 increased to $12.2 million, or 7.2% of net sales,
compared to $8.7 million, or 5.8% of net sales, for the same period in 1999.
The Company's interest expense for the first quarter of 2000 was $7.5 million
compared with $5.4 million in the first quarter of 1999. The higher expense
in 2000 is due primarily to loans used to fund the Jamaican acquisition in
late 1999 and the acquisition of 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 net income of $2.1 million for the second quarter of
2000, or $0.02 per common share, compared to net income of $0.4 million, or
$0.00 per common share in the second quarter of 1999. The net income
reflected the tax treatment surrounding the merger of Delta, Dakota and
Pepsi-Cola Puerto Rico to form PepsiAmericas, Inc. on October 15, 1999. In
1999, the provision for income taxes reflected the Subchapter S corporation
status of Dakota before the merger. Had income taxes been recorded on Dakota
income before income taxes, the second quarter 1999 income tax expense would
have been $5.5 million and the Company would have had a net loss of $(0.9)
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.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
RESULTS OF OPERATIONS
Net sales for the six months ended June 30, 2000 grew 11.6% to $307.5 million
compared to $275.5 million for the same period in 1999. The increase was a
result of overall physical case volume up 6.7% mainly from the acquisition of
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Jamaican operations, acquired in December 1999. Mainland U.S. territory
volume was flat compared to the same period in 1999. Physical case volume in
the Caribbean territories grew 43.6%, largely due to the addition of the
Jamaican territories. Excluding net sales in Jamaica, revenue increased 5.8%
compared to the same period in 1999. Net sales per case from all revenue
sources were up 4.6% as a result of increased pricing in the Company's
mainland U.S. territories.
Cost of sales for the Company increased 10.8% for the six months ended June
30, 2000 compared to the same period in 1999. This increase was due primarily
to the increased sales volume although unit cost of sales did increase due to
an increase in concentrate costs. As a result of the above factors, gross
profit for the Company increased to 32.7% for the six months ended June 30,
2000 compared to 32.2% for the same period in 1999.
Operating expenses for the Company increased 9.3% to $85.0 million from $77.8
for the same period in 1999. The increase is due primarily to additional
emphasis on cold bottle equipment and personnel additions to better serve
this market. As a percentage of net sales operating expenses decreased for
the six months ended June 30, 2000 to 27.7% compared to 28.2% in the same
period in 1999. Amortization cost increased $0.5 million from the same period
in 1999 as a result of additional goodwill created from the merger in October
1999.
As a result of the above factors, income from operations for the six months
ended June 30, 2000 increased to $15.6 million, or 5.1% of net sales,
compared to $11.1 million, or 4.0% of net sales, for the same period in 1999.
The Company's interest expense for the six months of 2000 was $14.7 million
compared with $10.5 million in the same period in 1999. The higher expense in
2000 is due primarily to loans used to fund the Jamaican acquisition in late
1999 as well as the acquisition of 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 loss of $(3.4) million for the six months ended
2000, or $(0.04) per common share, compared to net income of $0.8 million, or
$0.01 per common share in the same period in 1999. The net income (loss)
reflected the tax treatment surrounding the merger of Delta, Dakota and
Pepsi-Cola Puerto Rico to form PepsiAmericas, Inc. on October 15, 1999. In
1999, the provision for income taxes reflected the Subchapter S corporation
status of Dakota before the merger. Had income taxes been provided on Dakota
income before income taxes, the six month 1999 income tax expense would have
been $2.3 million and the Company would have had a net loss of $(1.7) 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.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for the Company was $4.9 million
for the six months ended June 30, 2000 compared with $11.5 million for the
same period in 1999. Unfavorable working capital cash flows, driven by an
increase of $5.2 million for the cash payments of accruals and payables, more
than offset strong EBITDA growth.
Net cash used in investing activities for the Company was $22.5 million for
the six months ended June 30, 2000, and $22.7 million for the same period in
1999. Capital expenditures increased from 1999 by $1.2 million as a result of
increased placement of marketing equipment. The increase was offset by a
reduction in exclusive beverage pouring rights payments of $2.0 million to
$1.2 in the six months ended June 30, 2000 compared to $3.2 million for the
same period in 1999.
Cash flows provided by financing activities for the Company were $18.4
million for the six months ended June 30, 2000 compared with $0.1 million for
the same period in 1999. The increase was primarily due to increased working
capital expenditures and the reduction in the cash available at the
beginning of the period.
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Management believes that the Company's production facilities will be
sufficient to meet anticipated unit growth for the next several years.
Accordingly, management anticipates that capital expenditures with respect to
such facilities will consist of expenditures to maintain operating
efficiency. Capital expenditures will be required primarily for the
Company's automobile and truck fleet, vending machines, and routine plant,
bottling, and canning equipment additions or maintenance.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to various market risks, including risks from changes
in commodity price and interest rates.
INTEREST RATES
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 June 30, 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 6.28% at June 30, 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 at various dates 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 June 30, 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.
COMMODITY PRICES
The risk from commodity price changes correlates to the Company's ability to
recover higher product costs through price increases to customers, which may
be limited due to the competitive pricing environment that exists in the soft
drink business. In May 2000, the Company began to use swap and option
contracts to hedge price fluctuations for a portion of its aluminum
requirements. Each contract hedges price fluctuations on a portion of the
Company's aluminum can requirements over a specified future period. Because
of the high correlation between aluminum commodity prices and the Company's
contractual cost of aluminum cans, the Company considers these hedges to be
highly effective. As of June 30, 2000, the Company had hedged a portion of
its future domestic aluminum requirements.
PART II
ITEM 1. LEGAL PROCEEDINGS
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 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.
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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.
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. The holders of PAS 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
70,456,463 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 70,484,203 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.
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ITEM 6. EXHIBITS AND REPORTS OR FORM 8-K
<TABLE>
<S> <C>
(a) Exhibits
(i) Exhibit 11 - Statement of Computation of Per Share Earnings
(ii) Exhibit 27 - Financial Data Schedule
(b) The Company did not file any reports on Form 8-K during the
quarter for which this report is filed.
</TABLE>
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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: August 11, 2000
By: /s/Robert C. Pohlad
---------------------------------------
Robert C. Pohlad
Title: Chief Executive Officer
Date: August 11, 2000
By: /s/John F. Bierbaum
---------------------------------------
John F. Bierbaum
Title: Chief Financial Officer and
Senior Vice President
(Principal Financial Officer)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
11 Statement of Computation of Per Share Earnings
27 Financial Data Schedule
</TABLE>
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