<PAGE>
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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 SEPTEMBER 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 Identification Number)
of Incorporation or Organization)
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 November 14, 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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<PAGE>
TABLE OF CONTENTS
PAGE NO.
--------
PART I
ITEM 1. FINANCIAL STATEMENTS ....................................... 2
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ......................... 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 16
PART II.
ITEM 1. LEGAL PROCEEDINGS .......................................... 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ........................... 17
SIGNATURES ............................................................ 18
EXHIBIT INDEX ......................................................... 19
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(U. S. Dollars in thousands)
September 30, December 31,
2000 1999
------------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 8,069 $ 8,317
Receivables:
Trade, less allowance for doubtful 51,490 48,193
accounts of $2,281 and $3,075
Marketing and advertising 11,353 15,394
Other 8,038 5,495
Inventories, at cost 32,209 32,311
Shells, tanks and pallets 9,800 8,451
Deferred income taxes 4,177 8,042
Prepaid expenses and other 13,059 11,348
-------- --------
Total current assets 138,195 137,551
-------- --------
PROPERTY, PLANT AND EQUIPMENT, net 157,268 147,779
DEFERRED INCOME TAXES 15,686 15,686
INTANGIBLE ASSETS, net of accumulated amortization 182,536 186,695
DEFERRED FINANCING COSTS, BEVERAGE POURING RIGHTS AND
OTHER ASSETS 27,714 28,432
-------- --------
Total assets $521,399 $516,143
======== ========
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Continued)
Unaudited
(U. S. Dollars in thousands)
September 30, December 31,
2000 1999
------------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current installments of long-term debt $ 8,303 $ 7,931
Accounts payable 22,824 29,050
Accrued expenses 47,704 39,620
--------- ---------
Total current liabilities 78,831 76,601
--------- ---------
LONG-TERM DEBT, excluding current maturities 288,545 280,618
OTHER LONG-TERM LIABILITIES 13,344 13,501
MINORITY INTEREST 35,588 35,968
SHAREHOLDERS' EQUITY:
Class A common stock 50 50
Class B common stock 824 824
Additional paid-in capital 222,598 222,759
Accumulated deficit (116,740) (113,820)
Deferred compensation (277) (353)
Accumulated other comprehensive income (loss) (1,364) (5)
--------- ---------
Total shareholders' equity 105,091 109,455
--------- ---------
Total liabilities and shareholders' equity $ 521,399 $ 516,143
========= =========
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30
Unaudited
(U.S. Dollars in thousands, except per share data)
2000 1999
--------- ---------
Net sales $ 476,099 $ 430,320
Cost of sales 318,015 291,974
--------- ---------
Gross profit 158,084 138,346
Selling, general and administrative expenses 125,449 113,866
Amortization of franchise rights and other intangibles 3,872 3,066
Reversal of legal and environmental reserves -- (490)
Merger related costs 1,633 --
Losses on asset impairments -- 267
--------- ---------
Income from operations 27,130 21,637
--------- ---------
OTHER INCOME (EXPENSE):
Interest expense, net (22,572) (15,776)
Other, net 241 (154)
--------- ---------
Total other income (expense) (22,331) (15,930)
--------- ---------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 4,799 5,707
Minority interest, net of taxes (1,448) 175
Income tax expense (6,271) (971)
--------- ---------
NET INCOME (LOSS) $ (2,920) $ 4,911
========= =========
NET INCOME (LOSS) PER COMMON SHARE - basic $ (0.03) $ 0.06
========= =========
NET INCOME (LOSS) PER COMMON SHARE - assuming dilution $ (0.03) $ 0.06
========= =========
UNAUDITED PRO FORMA NET INCOME (LOSS) DATA:
Income before income taxes and minority interest $ 4,799 $ 5,707
Minority interest, net of taxes (1,448) 175
Pro forma income tax expense (6,271) (5,431)
--------- ---------
Pro forma net income (loss) $ (2,920) $ 451
========= =========
Pro forma net income (loss) per common share $ (0.03) $ 0.01
========= =========
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30
Unaudited
(U.S. Dollars in thousands, except per share data)
2000 1999
--------- ---------
Net sales $ 168,631 $ 154,788
Cost of sales 111,223 105,289
--------- ---------
Gross profit 57,408 49,499
Selling, general and administrative expenses 43,007 38,422
Amortization of franchise rights and other intangibles 1,285 1,024
Reversal of legal and environmental reserves -- (490)
Merger related costs 1,633 --
Losses on asset impairments -- --
--------- ---------
Income from operations 11,483 10,543
--------- ---------
OTHER INCOME (EXPENSE):
Interest expense, net (7,850) (5,291)
Other, net 63 (126)
--------- ---------
Total other income (expense) (7,787) (5,417)
--------- ---------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 3,696 5,126
Minority interest, net of taxes (483) 188
Income tax expense (2,772) (1,226)
--------- ---------
NET INCOME $ 441 $ 4,088
========= =========
NET INCOME PER COMMON SHARE - basic $ 0.01 $ 0.05
========= =========
NET INCOME PER COMMON SHARE - assuming dilution $ 0.01 $ 0.05
========= =========
UNAUDITED PRO FORMA NET INCOME (LOSS) DATA:
Income before income taxes and minority interest $ 3,696 $ 5,126
Minority interest, net of taxes (483) 188
Pro forma income tax expense (2,772) (3,086)
--------- ---------
Pro forma net income $ 441 $ 2,228
========= =========
Pro forma net income per common share $ 0.01 $ 0.03
========= =========
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
Unaudited
(U.S. Dollars in thousands)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (2,920) $ 4,911
Adjustments to reconcile net income (loss) to net
cash
Provided by operating activities-
Losses on asset impairments -- 267
Reversal of legal and environmental reserves -- (490)
Depreciation and amortization 20,896 18,007
Noncash interest on long-term debt 907 4,807
Deferred income taxes 4,465 2,658
Minority interest, before taxes -- (142)
Net expense (payments) under deferred compensation plans (264) 90
Changes in current assets and liabilities:
Receivables (1,574) (2,570)
Inventories (37) (4,259)
Shells, tanks and pallets (1,439) 44
Prepaid expenses and other current assets (1,551) (3,261)
Accounts payable and accrued expenses 1,167 5,361
Other, net (593) (136)
-------- --------
Net cash provided by operating activities 19,057 25,287
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for exclusive beverage pouring rights (554) (5,374)
Capital expenditures (25,747) (23,872)
Proceeds from sales of property and equipment 81 89
Proceeds from sale of business -- 700
Acquisition of franchise rights (159) (12,000)
Acquisition of businesses (250) (2,561)
Other (296) (59)
-------- --------
Net cash used in investing activities (26,925) (43,077)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds under revolving line of credit 92,455 23,200
Repayments of revolving line of credit (78,975) (20,909)
Principal payments on long-term debt (6,781) (2,724)
Proceeds from long-term borrowings 1,600 11,417
Dividends paid to controlling shareholder -- (8,849)
Cash distribution to joint venture partner (380) --
Payment of deferred financing charges (138) (686)
Issuance of common stock 425 --
Purchase of treasury stock (586) --
-------- --------
Net cash provided by financing activities 7,620 1,449
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS (248) (16,341)
CASH AND CASH EQUIVALENTS, beginning of period 8,317 23,551
-------- --------
CASH AND CASH EQUIVALENTS, end of period $ 8,069 $ 7,210
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
PEPSIAMERICAS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED 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 condensed 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 September 30, 2000, and for all interim periods
presented. These interim condensed consolidated 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 condensed consolidated statements of income (loss) for the
three and nine month periods ended September 30, 1999, and cash flows for the
nine month period ended September 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 September 30, 2000 and December 31, 1999, $73,490 and $65,220 was
outstanding under the revolving line of credit, including amounts outstanding
under the swing line facility of $400 at December 31, 1999.
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 September 30, 2000 and December 31, 1999, $10,310 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 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 September 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 6.73% at
September 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 September 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 five
years. During the three and nine months ended September 30, 2000 and the three
and nine months ended
8
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September 30, 1999, deferred compensation expense of $25 and $76, and $25 and
$76, 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 statements of income (loss) were
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 September 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 September 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 is available for purchase under the plan. During the 2000 third
quarter, 166,565 shares were sold pursuant to the provisions of 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 nine months ended September 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
three months ended September 30, 2000 and the nine months ended September 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>
Nine Months Ended Three Months Ended
September 30, September 30,
------------------------- ------------------------
2000 1999 2000 1999
---------- ------- ---------- -------
<S> <C> <C> <C> <C>
Net income (loss) $ (2,920) $ 4,911 $ 441 $ 4,088
Effects of dilutive securities
Stock options * * * *
---------- ------- ---------- -------
Net income (loss) - assuming dilution $ (2,920) $ 4,911 $ 441 $ 4,088
========== ======= ========== =======
Average common shares outstanding 87,314 86,760 87,314 86,760
Effects of dilutive securities
Stock options * 50 * 82
---------- ------- ---------- -------
Average common shares outstanding -
assuming dilution 87,314 86,810 87,314 86,842
========== ======= ========== =======
Net income (loss) per common share $ (0.03) $ 0.06 $ 0.01 $ 0.05
========== ======= ========== =======
Net income (loss) per common share -
assuming dilution $ (0.03) $ 0.06 $ 0.01 $ 0.05
========== ======= ========== =======
</TABLE>
Note: If an item appears with a *, the item was not applicable or the security
was antidilutive for the period presented.
9
<PAGE>
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:
September 30, December 31,
2000 1999
------------- ------------
Raw materials $11,731 $12,844
Finished goods 20,478 19,467
------- -------
$32,209 $32,311
======= =======
9. PROPERTY AND EQUIPMENT:
Property and equipment included the following:
September 30, December 31,
2000 1999
------------- ------------
Land and improvements $ 14,480 $ 14,428
Buildings and
improvements 47,539 44,267
Machinery and equipment 238,504 217,704
--------- ---------
300,523 276,399
Less: Accumulated
depreciation (143,255) (128,620)
--------- ---------
$ 157,268 $ 147,779
========= =========
10. COMPREHENSIVE INCOME (LOSS):
During the nine months and three months ended September 30, 2000 and 1999,
comprehensive income (loss) was as follows:
Nine Months Ended Three Months Ended
September 30, September 30,
----------------- -----------------
2000 1999 2000 1999
------- ------ ------ ------
Net income (loss) $(2,920) $4,911 $ 441 $4,088
Currency translation adjustment (1,359) -- (954) --
------- ------ ------ ------
Comprehensive income (loss) $(4,279) $4,911 $ (513) $4,088
======= ====== ====== ======
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 nine months ended September 30, 1999 is
presented for comparative purposes assuming Dakota had been a C corporation
during 1999.
12. WHITMAN MERGER:
On August 21, 2000, the Company announced that it had entered into an agreement
and plan of merger with Whitman Corporation ("Whitman"). The transaction will
involve the merger of the Company with and into a wholly owned subsidiary of
Whitman. Consideration for the Company's common stock will be given in the form
of cash, Whitman common stock or Whitman stock at a graduated price based on the
Company meeting certain
10
<PAGE>
performance levels through 2002. The transaction is expected to be completed
by the end of 2000. During the 2000 third quarter, the Company expensed
approximately $1.6 million of transaction costs directly related to the
merger.
11
<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 nine months ended September 30, 2000 and its financial
condition as of September 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
Condensed Consolidated Financial Statements of the Company, and the notes
thereto, as of September 30, 2000 and December 31, 1999, and for the three month
and nine month periods ended September 30, 2000 and September 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 10% 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.
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 condensed consolidated financial
statements for the three month and nine month periods ended September 30,
1999 have been restated to include the combined results of operations of PAS,
Delta and Dakota.
12
<PAGE>
Merger with Whitman
PAS has entered into an agreement and plan of merger pursuant to which PAS will
merge with and into a wholly-owned subsidiary of Whitman Corporation
("Whitman"). PAS intends to solicit shareholder approval of the merger at its
special meeting of shareholders on November 30, 2000. The merger is expected to
be completed promptly thereafter.
13
<PAGE>
Quarter Ended September 30, 2000 Compared To Quarter Ended September 30, 1999
Results of Operations
Net sales for the three months ended September 30, 2000 grew 8.9% to $168.6
million compared to $154.8 million for the same period in 1999. The increase was
a result of a 5.8% increase in overall physical case volume, mainly due to the
acquisition of Jamaican operations in December 1999. Mainland U.S. territory
volume decreased by 4.0% as the Company increased its wholesale prices. Physical
case volume in the Caribbean territories grew 40.4% largely due to the addition
of the Jamaican territories. Excluding net sales in Jamaica, revenue increased
2.3% compared to the same period in 1999. Net sales per case from all revenue
sources were up 3.0% as a result of increased pricing in the Company's mainland
U.S. territories.
Cost of sales for the Company increased 5.6% for the three months ended
September 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 34.0% for the three months ended September
30, 2000 compared to 32.0% for the same period in 1999.
Selling, general and administrative expenses increased 5.2% (excluding those
related to the Jamaican operations). Selling, general and administrative
expenses are comprised of selling, distribution and warehousing expenses
("S&D"), advertising and marketing expenses ("A&M"), and general and
administrative expenses ("G&A"). The increase was primarily due to increased
costs associated with continued investments in cold bottle equipment and
personnel additions to better serve the Company's markets. As a percentage of
net sales, selling, general and administrative expenses (excluding Jamaica)
decreased for the three months ended September 30, 2000 to 24.0% compared to
the same period in 1999 at approximately 24.8%. Total operating expenses
including Jamaica were 25.5% of net sales.
As a result of the above factors, income from operations for the three months
ended September 30, 2000 increased to $11.5 million compared to $10.5 million.
This resulted in income from operations of 6.8% of net sales which was flat
against the same period in 1999.
The Company's interest expense for the third quarter of 2000 was $8.0 million
compared with $6.1 million in the third quarter of 1999. The higher expense in
2000 was due primarily to loans used to fund the Jamaican acquisition in
December 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 $0.4 million for the third quarter of 2000,
or $0.01 per common share, compared to net income of $4.1 million, or $0.05 per
common share in the third 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 third
quarter 1999 income tax expense would have been $3.1 million and the Company
would have had a net income of $2.2 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.
Nine Months Ended September 30, 2000 Compared To Nine Months Ended September 30,
1999
Results of Operations
Net sales for the nine months ended September 30, 2000 grew 10.6% to $476.1
million compared to $430.3 million for the same period in 1999. The increase was
a result of a 6.4% increase in overall physical case volume, mainly due to the
acquisition of Jamaican operations, in December 1999. Mainland U.S. territory
volume was down slightly compared to the same period in 1999 as the Company
increased its wholesale prices. Physical case volume in the Caribbean
territories grew 42.4%, largely due to the addition of the Jamaican territories.
Excluding net sales in Jamaica, revenue increased 4.5% compared to the same
period in 1999. Net sales per case from all revenue sources were up 4.0% as a
result of increased pricing in the Company's mainland U.S. territories.
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Cost of sales for the Company increased 8.9% for the nine months ended September
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. Gross profit for the Company improved slightly to
33.2% for the nine months ended September 30, 2000 compared to 32.1% for the
same period in 1999.
Selling, general and administrative expenses increased 3.9% (excluding those
related to the Jamaican operations) to $125.4 million. The increase was due
primarily to additional emphasis on cold bottle equipment and personnel
additions to better serve this market, along with increased professional and
legal costs associated with the settlement of an antitrust lawsuit filed in
Texas. The lawsuit was settled in the second quarter of 2000. As a percentage
of net sales total selling, general and administrative expenses remained flat
for the nine months ended September 30, 2000 compared to the same period in
1999 at 26.3%. Amortization cost increased $0.9 million from the same period
in 1999 as a result of additional goodwill created from the merger of Delta,
Dakota and Pepsi-Cola Puerto Rico in October 1999.
As a result of the above factors, income from operations for the nine months
ended September 30, 2000 increased to $27.1 million, or 5.7% of net sales,
compared to $21.6 million, or 5.0% of net sales, for the same period in 1999.
The Company's interest expense for the nine months ended September 30, 2000 was
$22.8 million compared with $17.9 million in the same period in 1999. The higher
expense in 2000 was due primarily to loans used to fund the Jamaican acquisition
in December 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 $(2.9) million for the nine months ended
September 30, 2000, or $(0.03) per common share, compared to net income of $4.9
million, or $0.06 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 in October 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 nine month
1999 income tax expense would have been $5.4 million and the Company would have
had a net income of $0.5 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 $19.1 million
for the nine months ended September 30, 2000 compared with $25.3 million for
the same period in 1999. Unfavorable working capital cash flows, driven by an
increase in cash interest expense due to additional debt for acquisitions and
$4.0 million for the cash payments of interest expense that had been
paid-in-kind for the same period in 1999, more than offset strong EBITDA
growth.
Net cash used in investing activities for the Company was $26.9 million for
the nine months ended September 30, 2000, and $43.1 million for the same
period in 1999. The higher investing in 1999 was for the acquisition of new
franchises in the amount of $12 million. Capital expenditures increased from
1999 by $1.9 million as a result of increased placement of marketing
equipment. Exclusive beverage pouring rights payments decreased by $4.8
million as a result of less "up-front" spending for new contracts. The nine
months ended September 30, 1999 also included the acquisition of certain
franchise rights for $12.0 million.
Cash flows provided by financing activities for the Company were $7.6 million
for the nine months ended September 30, 2000 compared with $1.4 million for the
same period in 1999. The increase was primarily due to increased borrowings for
working capital expenditures.
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.
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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 September 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
6.73% at September 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 September 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 September
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.
On or about August 23, 2000, a lawsuit was filed in the District Court in
Hennepin County, Minnesota, seeking to enjoin the merger of PAS and Whitman,
RANDY COX V. CHRISTOPHER E. CLOUSER, ET.AL., No. CT 00-012119 ("Cox I"). The
complaint, which was brought by a purported shareholder of PAS, names PAS,
Dakota Holdings, LLC ("Dakota Holdings") and certain directors of PAS as
defendants. The complaint alleges that the consideration to be paid to the
public shareholders of PAS in the merger is unfair and inadequate. The
plaintiff seeks, among other things, class action certification, a
declaration that the merger agreement with Whitman is unenforceable, a
preliminary and permanent injunction against the defendants from proceeding
with or closing the proposed merger unless and until PAS implements a
procedure to obtain the highest price for its shareholders, and an award of
damages, attorneys fees and costs of suit. On September 29, 2000, Judge Allen
Oleisky entered an order staying all proceedings in the COX I action pending
final disposition of the shareholders' litigation described more fully below.
On August 31, 2000, a lawsuit was filed in the Court of Chancery in and for
New Castle County, Delaware, GENE KILHAM v. PEPSIAMERICAS, INC., ET. AL., No.
18280 ("KILHAM"), seeking to enjoin the merger of PAS and Whitman. The
Complaint which was filed by a purported shareholder of PAS, names PAS,
Dakota Holdings, Whitman and certain directors of PAS as defendants. The
complaint alleges that the consideration to be paid to the the public
shareholders of PAS in the merger is inadequate; that the individual
defendants and Dakota Holdings have committed certain breaches of fiduciary
duties; and knowing that Whitman is knowingly participating in those breaches
of fiduciary duties. The plaintiff seeks, among other things, class action
certification, a preliminary and permanent injunction against the defendants
from proceeding with the proposed merger and an award of damages, attorneys
fees, and costs of suit.
On September 8, 2000, a lawsuit was filed in the Court of Chancery, in and
for New Castle County Delaware, RANDY COX V. PEPSIAMERICAS, INC., ET. AL.,
No. 18296 NC ("COX II"), seeking to enjoin the merger of PAS and Whitman. The
complaint which was filed by a purported shareholder of PAS, names PAS,
Dakota Holdings, Whitman and certain directors of PAS as defendants. The
complaint alleges that the consideration to be paid to the public
shareholders of PAS in the merger is inadequate, that the individual
defendants and Dakota Holdings have committed certain breaches of fiduciary
duties, and that Whitman is knowingly participating in those breaches of
fiduciary duties. The plaintiff seeks, among other things, class action
certification, a preliminary and permanent injunction against the defendants
from proceeding with the proposed merger and on owed damages, attorneys fees,
and costs of suit.
The KILHAM AND COX II cases were consolidated into a single action in the
Court of Chancery in and for New Castle County, Delaware, under the caption
IN RE PEPSIAMERICAS, INC. SHAREHOLDERS' LITIGATION, No. 18280 ("the
Shareholders' Litigation"). On November 1, 2000, plaintiffs filed an Amended
Consolidated Complaint in the Shareholders' Litigation alleging, among other
things, that the consideration for the merger is unfair, that there exist
conflicts of interest involving Dakota Holdings and certain of the individual
defendants, and that the proxy statement/prospectus relating to the proposed
transaction is materially misleading. The Amended Consolidated Complaint
requests an injunction against the proposed merger, an award of damages, an
accounting of all profits and special benefits received by defendants, and an
award of attorneys' fees and costs of suit.
On November 1, 2000, plaintiffs filed a motion for preliminary injunction
against the proposed merger and a motion for expedited proceedings requesting
the Court to schedule a hearing on plaintiffs' motion for preliminary
injunction and expediting discovery prior to the November 30, 2000
shareholder meeting. On November 6, 2000, the Court entered a bench order
denying plaintiffs' motion for expedited proceedings, which was confirmed by
a written order entered on November 8, 2000.
PAS and Whitman believe the allegations contained in the Amended Consolidated
Complaint are without merit and intend to vigorously defend the action.
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.
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ITEM 6. EXHIBITS AND REPORTS OR FORM 8-K
(a) Exhibits
(i) Exhibit 2 - Agreement and Plan of Merger, dated as of August
18, 2000, among Whitman Corporation, Anchor Merger Sub, Inc.
and PepsiAmericas, Inc. (incorporated by reference to the
Company's Current Report on Form 8-K, filed August 24, 2000).
(ii) Exhibit 11 - Statement of Computation of Per Share Earnings.
(iii) Exhibit 27 - Financial Data Schedule.
(iv) Exhibit 99.1 - Voting Agreement, dated as of August 18, 2000,
between Whitman Corporation and Dakota Holdings, LLC
(incorporated by reference to the Company's Current Report on
Form 8-K, filed August 24, 2000).
(v) Exhibit 99.2 - Voting Agreement, dated as of August 18, 2000,
between PepsiCo, Inc. and PepsiAmericas, Inc. (incorporated by
reference to the Company's Current Report on Form 8-K, filed
August 24, 2000).
(vi) Exhibit 99.3 - Joint Press Release issued by Whitman
Corporation and PepsiAmericas, Inc. on August 21, 2000
(incorporated by reference to the Company's Current Report on
Form 8-K, filed August 24, 2000).
(b) The Company filed the following Current Reports on Form 8-K during
the quarter for which this report is filed:
(i) Current Report on form 8-K, filed August 24, 2000, relating to
the announcement the merger agreement between PepsiAmericas,
Inc. and Whitman Corporation.
(ii) Current Report on Form 8-K, filed August 29, 2000, relating to
a purported class action lawsuit filed in Minnesota seeking
primarily to enjoin the merger of PepsiAmericas, Inc. and
Whitman Corporation.
(iii) Current Report on form 8-K, filed September 7, 2000, relating
to a purported class action lawsuit filed in Delaware seeking
primarily to enjoin the merger of PepsiAmericas, Inc. and
Whitman Corporation.
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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: November 14, 2000
By: /s/ Robert C. Pohlad
--------------------------------
Robert C. Pohlad
Title: Chief Executive Officer
Date: November 14, 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
Exhibit
Number Description
------------ ------------------------------------------------------------------
2 Agreement and Plan of Merger, dated as of August
18, 2000, among Whitman Corporation, Anchor Merger Sub, Inc.
and PepsiAmericas, Inc. (incorporated by reference to the
Company's Current Report on Form 8-K, filed August 24, 2000).
11 Statement of Computation of Per Share Earnings
27 Financial Data Schedule
99.1 Voting Agreement, dated as of August 18, 2000,
between Whitman Corporation and Dakota Holdings, LLC
(incorporated by reference to the Company's Current Report on
Form 8-K, filed August 24, 2000).
99.2 Voting Agreement, dated as of August 18, 2000,
between PepsiCo, Inc. and PepsiAmericas, Inc. (incorporated by
reference to the Company's Current Report on Form 8-K, filed
August 24, 2000).
99.3 Joint Press Release issued by Whitman
Corporation and PepsiAmericas, Inc. on August 21, 2000
(incorporated by reference to the Company's Current Report on
Form 8-K, filed August 24, 2000).
19
