UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002MARCH 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________
COMMISSION FILE NUMBER 1-12290
PANAMERICAN BEVERAGES, INC.
(Exact name of registrant as specified in its charter)
REPUBLIC OF PANAMA NOT APPLICABLERepublic of Panama Not Applicable
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
C/O PANAMCO,c/o Panamco, L.L.C.
701 WATERFORD WAY, SUITEWaterford Way, Suite 800
MIAMI, FLORIDAMiami, Florida 33126
(Address of principal executive offices) (Zip code)
(305) 929-0800
(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
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the registrant's classes of common
and preferred stock, par value $0.01 per share, as of October 22, 2002May 2, 2003 were:
Class A Common Stock: 110,917,043113,438,488
Class B Common Stock: 8,659,814
Class8,659,757
Series C Preferred Stock: 2
Series D Preferred Stock: -
The number of shares outstanding of Class A Common Stock includes 466,667
restricted shares that are not vested and remain subject to forfeiture.
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets (unaudited)
as of September 30, 2002March 31, 2003 and December 31, 2001..................2002................. 1
Condensed Consolidated Statements of Operations (unaudited)
for the three and nine months ended September 30, 2002March 31, 2003 and 2001.2002......... 3
Condensed Consolidated Statements of Cash Flows (unaudited)
for the ninethree months ended September 30, 2002March 31, 2003 and 2001...........2002......... 4
Notes to Condensed Consolidated Financial
Statements (unaudited)............................................................................... 5
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS............................. 15
PANAMCO NOLAD - Selected Statements of Operations Data
(unaudited) for the three and nine months ended
September 30, 2002 and 2001..................................... 16
PANAMCO COLOMBIA - Selected Statements of Operations Data
(unaudited) for the three and nine months ended
September 30, 2002 and 2001..................................... 17
PANAMCO VENEZUELA - Selected Statements of Operations Data
(unaudited) for the three and nine months ended
September 30, 2002 and 2001..................................... 18
PANAMCO BRAZIL - Selected Statements of Operations Data
(unaudited) for the three and nine months ended
September 30, 2002 and 2001..................................... 19OPERATIONS........................ 14
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK..................................................... 27RISK................................................ 18
Item 4. CONTROLS AND PROCEDURES............................................ 27PROCEDURES...................................... 18
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.................................................. 27PROCEEDINGS............................................ 18
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.......................... 27PROCEEDS.................... 19
Item 3. DEFAULTS UPON SENIOR SECURITIES.................................... 27SECURITIES.............................. 19
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................ 27HOLDERS.......... 19
Item 5. OTHER INFORMATION.................................................. 28INFORMATION............................................ 19
Item 6. EXHIBITS AND REPORTS ON FORM 8-K................................... 28
Signatures................................................................. 29
Certificates............................................................... 308-K............................. 19
Signatures............................................................ 20
Certifications........................................................ 21
i
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in thousands of United States of America ("U.S.")
dollars, except per share amounts)
(Unaudited)
SEPTEMBER 30,March 31, 2003 December 31, 2002
DECEMBER 31, 2001
------------------ ------------------------------------- ---------------------
ASSETS
ASSETS
Current assets:
Cash and equivalents $ 55,40265,631 $ 133,66669,024
Restricted cash 150,000 -
Accounts receivable, net 102,877 136,61494,295 128,169
Inventories, net 94,841 103,040108,547 105,116
Current investments 20,815 -
Other current assets 17,892 27,46616,132 17,010
---------- ---------------------
Total current assets 271,012 400,786455,420 319,319
Investments, 20,732 28,522net of current portion 9,414 82,375
Property, plant and equipment, net 847,311 1,043,870854,512 843,886
Bottles and cases, net 167,673 213,908158,250 162,806
Cost in excess of net assets acquired, net 834,796 869,056864,563 836,657
Other assets 78,046 136,884
---------- ----------98,160 82,562
----------- -----------
Total assets $2,219,570 $2,693,026
========== ==========$ 2,440,319 $ 2,327,605
=========== ===========
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 176,852184,440 $ 274,164264,128
Current portion of long-term obligations 298,986 75,439209,084 208,914
Bank loans 25,123 35,184276,566 135,495
Other accrued liabilities 145,071 184,878
---------- ----------155,642 142,898
----------- -----------
Total current liabilities 646,032 569,665
---------- ----------825,732 751,435
----------- -----------
Long-term liabilities:
Long-term obligations, net of current portion 588,793 859,619543,071 547,453
Other liabilities 105,854 162,756
---------- ----------168,769 99,310
----------- -----------
Total long-term liabilities 694,647 1,022,375
---------- ----------711,840 646,763
----------- -----------
Total liabilities 1,340,679 1,592,040
---------- ----------1,537,572 1,398,198
----------- -----------
(Continued)
1
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in thousands of U.S. dollars, except per share amounts)
(Unaudited)
(Continued)
SEPTEMBER 30,March 31, 2003 December 31, 2002
DECEMBER 31, 2001
------------------ ------------------------------------- ---------------------
Commitments and contingencies (Note 14)
Commitments and contingencies
Minority interest in consolidated subsidiaries
23,800 28,541$ 24,657 $ 25,121
----------- -----------
SHAREHOLDERS' EQUITY
Class A Common Stock, $0.01 par value; 500,000,000 authorized;
136,974,151 shares issued and 112,326,389 and 112,169,150 shares
outstanding at March 31, 2003
and December 31, 2002, respectively 1,370 1,370
Class B Common Stock, $0.01 par value; 50,000,000 authorized; 11,037,711
shares issued and 8,659,757 and 8,659,802 shares outstanding at March
31, 2003 and December 31, 2002, respectively 110 110
Series C preferred stock, $0.01 par value; 50,000,000 shares authorized;
2 shares issued and outstanding at September 30,
2002March 31, 2003 and - -
December 31, 2001,2002, respectively
- -
Class A commonSeries D preferred stock, $0.01 par value;
500,000,00030,625,690 shares authorized; 136,974,151 and
136,952,780no shares issued - -
and
110,917,068 and 113,237,031 shares outstanding at September 30, 2002 and
DecemberMarch 31, 2001, respectively 1,370 1,369
Class B common stock, $0.01 par value;
50,000,000 authorized; 11,037,711 and
11,059,082 shares issued and 8,659,819
and 8,681,245 shares outstanding at
September 30, 2002 and December 31,
2001, respectively 110 1112003
Capital in excess of par value 1,592,768 1,591,8271,603,387 1,602,265
Retained earnings 132,159 138,433126,222 142,813
Accumulated other comprehensive loss (634,676) (458,341)(628,099) (616,068)
----------- -----------
1,091,731 1,273,3991,102,990 1,130,490
Less 28,434,97527,025,716 and 26,093,58627,182,910 treasury
shares held at September 30, 2002March 31, 2003 and December 31,
2001,2002, respectively, at cost (236,640) (200,954)(224,900) (226,204)
----------- -----------
Total shareholders' equity .............. 855,091 1,072,445878,090 904,286
----------- -----------
Total liabilities and shareholders' equity ...... $ 2,219,5702,440,319 $ 2,693,0262,327,605
=========== ===========
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
2
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in thousands of U.S. dollars, except per share amounts)
(Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------Three Months Ended March 31,
----------------------------------------
2003 2002
2001 2002 2001
----------- ----------- ----------- ----------------------------- ------------------
Net sales $ 563,665506,962 $ 633,271 $ 1,811,448 $ 1,944,279624,349
Cost of sales, excluding depreciation
and amortization shown separately below 295,200 309,660 913,042 944,123
----------- ----------- ----------- -----------267,040 315,167
------------ ------------
Gross profit
268,465 323,611 898,406 1,000,156
----------- ----------- ----------- -----------239,922 309,182
------------ ------------
Operating expenses:
Selling, general and administrative 182,616 189,035 582,870 598,578163,489 201,381
Merger related costs 6,304 -
Depreciation and amortization 97,887 58,236 191,043 181,04843,030 44,680
Facilities reorganization and other charges 32,415 -- 37,470 --
----------- ----------- ----------- -----------
312,918 247,271 811,383 779,626
----------- ----------- ----------- ------------ 7,802
------------ ------------
212,823 253,863
------------ ------------
Operating (loss) income (44,453) 76,340 87,023 220,530
----------- ----------- ----------- -----------27,099 55,319
------------ ------------
Other income (expense):
Interest income 1,055 4,056 5,037 17,806623 2,743
Interest expense (20,169) (24,222) (65,152) (85,295)(18,165) (22,621)
Other (expense) income, (expense), net (22,147) (3,537) 24,811 (7,467)
----------- ----------- ----------- -----------
(41,261) (23,703) (35,304) (74,956)
----------- ----------- ----------- -----------
(Loss) income(3,360) 51,219
------------ ------------
(20,902) 31,341
------------ ------------
Income before provision for
income taxes (85,714) 52,637 51,719 145,5746,197 86,660
Provision for (benefit from) income taxes (1,533) 20,740 32,923 49,217
----------- ----------- ----------- -----------14,631 17,461
------------ ------------
(Loss) income before minority interest (84,181) 31,897 18,796 96,357(8,434) 69,199
Minority interest in earnings of consolidated
subsidiaries 516 1,787 3,106 4,684
----------- ----------- ----------- -----------871 1,017
------------ ------------
Net (loss) income $ (84,697)(9,305) $ 30,110 $ 15,690 $ 91,673
=========== =========== =========== ===========68,182
============ ============
Basic (loss) earnings per share $ (0.71)(0.08) $ 0.24 $ 0.13 $ 0.72
=========== =========== =========== ===========0.56
============ ============
Basic weighted average shares outstanding
119,883 124,842 120,921 126,676
=========== =========== =========== ===========120,963 121,761
============ ============
Diluted (loss) earnings per share $ (0.71)(0.08) $ 0.24 $ 0.13 $ 0.72
=========== =========== =========== ===========0.56
============ ============
Diluted weighted average shares outstanding 119,883 126,191 121,474 127,878
=========== =========== =========== ===========120,963 122,493
============ ============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
3
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of U.S. dollars)
(Unaudited)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------Three Months Ended March 31,
-----------------------------------
2003 2002
2001
------------- -------------------------------- --------------
Net cash provided by operating activities $ 71,58751,564 $ 240,900
----------48,722
----------- ----------
Cash flows from investing activities:
Capital expenditures (82,334) (56,163)(19,633) (12,944)
Purchases of bottles and cases (27,854) (32,131)
Purchases of investments (119) (428)(9,242) (8,647)
Proceeds from sale of investments 49,102 127,7203,524 -
Proceeds from sale of property, plant and equipment 13,120 25,711800 8,827
Receivable from sale of Kaiser - (55,058)
Other -- (454)
--------- ---------- (892)
----------- ----------
Net cash (used in) provided byused in investing activities (48,085) 64,255
--------- ---------(24,551) (68,714)
----------- ----------
Cash flows from financing activities:
Payment of bank loans and other long-term obligations (96,128) (407,279)(59,306) (17,299)
Proceeds from bank loans and other long-term obligations 70,500 151,492189,146 9,737
Increase in restricted cash (150,000) -
Issuance of capital and treasury stock 1,952 9,3162,526 633
Share repurchase (36,697) (109,323)- (7,250)
Payment of dividends to minority interest (2,490) (1,057)(510) (72)
Payment of dividends to shareholders (21,964) (22,880)(7,287) (7,345)
Other 3,653 --
--------- ---------(4,585) 655
----------- ----------
Net cash used in financing activities (81,174) (379,731)
--------- ---------(30,016) (20,941)
----------- ----------
Effect of exchange rate changes on cash and cash equivalents (20,592) (12,741)
--------- ---------(390) (2,329)
----------- ----------
Net decrease in cash and equivalents (78,264) (87,317)(3,393) (43,262)
Cash and equivalents at beginning of period 69,024 133,666
191,773
--------- -------------------- ----------
Cash and equivalents at end of period $ 55,40265,631 $ 104,456
========= =========90,404
=========== ==========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid during the year for:
Interest (net of capitalized interest) $ 51,1708,885 $ 81,825
========= =========16,346
=========== ==========
Income taxes $ 60,61924,601 $ 72,846
========= =========20,748
=========== ==========
NONCASH ACTIVITIES:
Write-off of fixed assetsproperty, plant and equipment against
accrued nonrecurring items $ 68,005- $ --
========= =========2,023
=========== ==========
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
4
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of
U.S. dollars, except per share amounts)
(Unaudited)
(1) BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements included herein
have been prepared by Panamerican Beverages, Inc. and its Subsidiaries
(the "Company"), in accordance with the rules and regulations of the
Securities and Exchange Commission (the "SEC"). In the opinion of
management, these unaudited condensed consolidated financial statements
contain all adjustments, which are of a normal recurring nature,
necessary to present fairly the Company's consolidated financial position
as of September 30, 2002March 31, 2003 and December 31, 2001,2002, and the consolidated results
of operations for the three and nine months ended September 30,March 31, 2003 and 2002.
Specifically, the Company reclassified $5.8 million of expenses, related
to fructose taxes in Mexico, recorded during 2002 and 2001.as other expense to
cost of sales. Certain information and footnote disclosures normally
included in consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of America
have been condensed or omitted as permitted bypursuant to the rules and regulations of
the SEC. These unaudited financial statements should be read in
conjunction with the audited financial statements and the notes thereto
included in the Company's 20012002 Annual Report on Form 10-K filed with the
SEC on April 1, 2002. Except for the Company's adoption of EITF No. 01-9,
"Accounting for Consideration Given by a Vendor to a Customer (including
a Reseller of the Vendor's Products)," and SFAS No. 142, "Goodwill and
Other Intangible Assets," as described in Note 2 of "Notes to Condensed
Consolidated Financial Statements," theMarch 28, 2003. The Company has not made anyno significant changes in
any of the Company's critical accounting policies during the first
nine months of 2002, nor has the Company made any material changes in any
of the critical accounting estimates underlying these accounting policies
from those reflected in the consolidated financial statements included in
the 2002 Annual Report on Form 10-K.
For the Company's subsidiaries that use their local currency as the
functional currency, the assets and liabilities of these subsidiaries are
translated at period-end exchange rates, and income statement items are
translated at average exchange rates prevailing during the first nine months of 2002.period. The financial statements of the Venezuelan subsidiary for all periods
have been remeasured into U.S. dollars, the reporting and functional
currency, in accordance with the Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") No. 52,
"Foreign Currency Translation", as it applies to highly inflationary
economies. The functional currencies of the remaining subsidiaries are
the Mexican peso, Brazilian real, Colombian peso, Costa Rican colon,
Nicaraguan cordova and Guatemalan quetzal, which financial statements
have been translated using the current rate translation method and the
resulting translation adjustments are included in accumulated other
comprehensive income (loss), which is a component of shareholders'
equity. During 2001,For the Company discontinued classifying ColombiaCompany's subsidiaries that use the U.S. dollar as a
highly inflationary economy, and, accordingly, the
functional currency, monetary assets and liabilities are remeasured into
U.S. dollars at period-end exchange rates. All other assets and
liabilities are re-measured at the historical rates of exchange
prevailing at the Colombian operations was changedtime the items were originally recorded. Income and
expense items are remeasured at average rates of exchange prevailing
during the period, except for depreciation, amortization and materials
consumed from inventories, which are translated at the U.S. dollar torates of exchange
in effect when the Colombian peso. Forrespective assets were acquired. Foreign currency
re-measurement gains on monetary assets totaling $2.6 million and $6.5
million are included in the three months ended September 30, 2002 and 2001,
the Company recorded in itsCompany's condensed consolidated statements
of operations a net translation gain, for the Venezuelan subsidiary, of $2.6
million and $1.3 million, respectively. For the ninethree months ended September 30,March 31, 2003 and 2002,
respectively.
(2) MERGER TRANSACTION
On December 22, 2002, Coca-Cola FEMSA, S.A. de C.V. ("Coca-Cola FEMSA"),
Midtown Sub, Inc. and 2001, the Company recordedsigned a merger agreement, pursuant to
which Coca-Cola FEMSA will acquire the Company in a transaction valued at
approximately $3.6 billion, including the assumption of approximately
$880 million in net debt (total long-term obligations, including current
portion and bank loans less cash and equivalents and restricted cash).
Additional information regarding the proposed transaction can be found in
the definitive proxy statement that the Company filed with the SEC on
March 28, 2003.
On January 21, 2003, in connection with the proposed merger with
Coca-Cola FEMSA, the Company authorized 30,625,690 of Series D Preferred
Stock, with a par value of $0.01. It is contemplated that immediately
prior to the effective time of the merger, all shares of Class A Common
Stock and Class B Common Stock beneficially owned by The Coca-Cola
Company ("Coca-Cola") through its condensed
consolidated statements of operations a net translation gain,subsidiaries, will be exchanged for the
Venezuelan subsidiary, of $12.9 million and $2.6 million, respectively.
(2) NEW ACCOUNTING PRONOUNCEMENTS
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 requires
companies to recognize costs associated with exit or disposal activities
when they are incurred rather thanSeries D Preferred Stock at the date of a commitment to an exit
or disposal plan. Examples of costs covered by this standard include
lease termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operations, plant closing,
or other exit or disposal activities. SFAS No. 146 is effective for exit
or disposal activities initiated after December 31, 2002.one-to-one ratio.
5
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
On April 28, 2003, the Company's shareholders approved the proposed
merger transaction with Coca-Cola FEMSA. Assuming all other conditions to
the merger are satisfied or waived, the merger transaction is expected to
be completed as of May 6, 2003. The completion of the merger transaction
will result in the Company becoming a wholly-owned subsidiary of
Coca-Cola FEMSA and the Company's Class A Common Stock will be delisted
from trading on the New York Stock Exchange.
(3) ACQUISITION OF COCA-COLA PANAMA
At December 31, 2002, the Company held a 53% ownership interest in CA
Beverages, Inc. ("CA Beverages"), a joint venture entity formed by the
Company, Heineken, N.V. and Florida Ice and Farm Company, S.A. to acquire
the Coca-Cola bottler and a beer company in the Republic of Panama. On
March 18, 2003, CA Beverages transferred its approximate 95% ownership in
the Coca-Cola bottler, Coca-Cola de Panama Compania Embotelladora, S.A.
("Coca-Cola Panama"), to the Company (and thus the Company gained control
of Coca-Cola Panama) in exchange for the extinguishment of CA Beverages'
indebtedness to the Company, which constituted substantially all of the
original investment in CA Beverages. The results of Coca-Cola Panama's
operations and its assets and liabilities have been consolidated with
those of the Company during the first quarter of 2003, and are reported
as part of the NOLAD segment. The aggregate purchase price was
approximately $60.0 million in cash plus the assumption of approximately
$31.0 million in liabilities. Approximately $28.0 million has been
recorded as costs in excess of net assets acquired and is assigned to the
Corporate segment. As of March 31, 2003, CA Beverages was inactive.
The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed as of January 1, 2003. The Company is
still in the process of finalizing the fair values of certain assets;
thus, the allocation of the purchase price is subject to change in the
future.
Current assets $ 11,000
Property, plant and equipment 36,000
Costs in excess of net assets acquired 28,000
Other assets 15,000
--------
Total assets acquired 90,000
Current liabilities 22,000
Long-term obligations 9,000
--------
Total liabilities acquired 31,000
--------
Net assets acquired $59,000
========
The operating results of Coca-Cola Panama for the first quarter of 2002
are not considered material to the Company's consolidated results for the
quarter ended March 31, 2002. Therefore, pro-forma information as if the
acquisition had occurred on January 1, 2002 is not presented.
6
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
(4) NEW ACCOUNTING STANDARDS AND PRONOUNCEMENTS
In AprilJanuary 2003, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable
Interest Entities- an Interpretation of ARB No. 51." FIN No. 46 addresses
consolidation by business enterprises of variable interest entities,
which include entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties. FIN
46 applies immediately to variable interest entities created after
January 31, 2003, and to variable interest entities in which an
enterprise obtains an interest after that date. FIN 46 also applies in
the first fiscal year or interim period beginning after June 15, 2003, to
variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The Company is
currently evaluating the effect that the adoption of FIN 46 will have on
its results of operations and financial condition.
In December 2002, the FASB issued SFASStatement of Financial Accounting
Standard ("SFAS") No. 145, "Rescission of the FASB
Statements No. 4, 44148, "Accounting for Stock-Based Compensation-
Transition and 64, AmendmentDisclosure- an amendment of FASB Statement No. 13, and
Technical Corrections.123." SFAS
No. 145 eliminates the requirement to
classify gains and losses from the extinguishment of indebtedness as
extraordinary, requires certain lease modifications to be treated the
same as a sale-leaseback transaction, and makes other non-substantive
technical corrections to existing pronouncements.148 amends SFAS No. 145123, "Accounting for Stock-Based Compensation,"
to provide alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used
on reported results. SFAS No. 148 is effective for financial statements
for fiscal years beginningending after MayDecember 15, 2002, with earlier
adoption encouraged.2002. The Company is currently assessing but has not yet
determined the impactwill
continue to account for stock-based compensation according to APB No. 25,
"Accounting for Stock-Based Compensation", while its adoption of SFAS No.145 on its financial position and
results of operations and, as such,No.
148 requires the Company is unable to discloseprovide prominent disclosures (see Note 7)
about the impact that adopting this statement will haveeffect of SFAS No. 123 on its financial position
and results of operations.
Reclassifications have been made in the 2001 condensed consolidated
statements of operations to conform to classifications used in the
current year, in accordance with Emerging Issues Task Force ("EITF")
No. 01-9, "Accounting for Consideration Given by a Vendor to a Customer
(including a Reseller of the Vendor's Products)." EITF 01-9 became
effective for the Company beginning January 1,reported income.
In November 2002, and requires certain
promotional payments made to customers by the Company, that were
previously classified as selling and distribution expenses, to be
classified as a reduction from net sales. The Company reclassified as a
reduction from net sales approximately $5.4 million and $13.8 million of
selling expenses, which were previously classified as selling and
distribution expenses in the condensed consolidated statements of
operations for the three and nine months ended September 30, 2001.
In June 2001, the FASB issued SFASFIN No. 142, "Goodwill45, "Guarantor's Accounting and
Other
Intangible Assets,Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness to Others- an interpretation of FASB Statements No. 5, 57,
and 107 and rescission of FASB Interpretation No. 34." which requires goodwillFIN No. 45
elaborates on the disclosures to be testedmade by a guarantor in its interim
and annual financial statements about its obligations under certain
guarantees it has issued. It also clarifies that a guarantor is required
to recognize, at the inception of the guarantee, a liability for impairmentthe fair
value of the obligation undertaken in issuing the guarantee. The initial
recognition and written down when impaired, rather than being amortized over useful
lives, as previous standards required. SFAS No. 142 becameinitial measurement provisions of FIN 45 are applicable
on a prospective basis to guarantees issued or modified after December
31, 2002, regardless of the guarantor's fiscal year-end. The disclosure
requirements of FIN 45 are effective for financial statements of interim
or annual periods ending after December 15, 2002. The Company has made no
material changes to the Company beginning January 1, 2002. Hadamount or nature of the Company adopted SFAS No.
142guarantees disclosed in
Note 11 of the Company's 2002 Annual Report on the first day of 2001, for the three months ended September 30,
2001, amortization expense would have been lowered by $6.6 million and
net income would have increased $6.2 million (or $0.05 per diluted share)
to $36.3 million. For the nine months ended September 30, 2001,
amortization expense would have been lowered by $19.9 million and net
income would have increased $18.6 million (or $0.15 per diluted share) to
$110.3 million.
The change in the carrying amount of costs in excess of acquired
businesses, net ("goodwill") for the nine months ending September 30, 2002
is as follows:
TOTAL
---------------
Balance as of December 31, 2001 $ 869,056
Translation adjustment (34,260)
---------
Balance as of September 30, 2002 $ 834,796
=========
(3)Form 10-K.
(5) EARNINGS (LOSS) PER SHARE
In accordance with SFAS No. 128, "Earnings per Share," basic (loss)
earnings per common share calculations are determined by dividing
earnings available(loss) attributable to common shareholders by the weighted
average number of shares of common stock. Diluted earnings (loss) per
share are determined by dividing earnings (loss) available to common
shareholders by the weighted average number of shares of common stock and
dilutive common stock equivalents outstanding, related to outstanding
stock options.
The following table reconciles the weighted average number of shares
outstanding with the number of shares used in the computation of diluted
(loss) earnings per share:
7
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
Three Months Ended March 31,
----------------------------
2003 2002
--------------- -----------
Numerator:
Net (loss) income $ (9,305) $ 68,182
========= ========
Denominator (in thousands):
Denominator for basic (loss) earnings per share 120,963 121,761
Effect of dilutive securities:
Options to purchase common stock - 732
--------- --------
Denominator for diluted (loss) earnings per share 120,963 122,493
========= ========
(Loss) earnings per share:
Basic $ (0.08) $ 0.56
========= ========
Diluted $ (0.08) $ 0.56
========= ========
The Company declared and paid cash dividends of $0.06 per share of common
stock for the three months ended March 31, 2003.
(6) FACILITIES REORGANIZATION
During the year ended 2002, the Company recorded $110.2 million of
facilities reorganization and other charges ($92.0 million, net of tax
benefits), of which $16.6 million was recorded during the first quarter
of 2002 ($12.9 million, net of tax benefits), primarily due to the
deterioration of macroeconomic conditions in some of the countries in
which the Company operates. These charges consisted of severance charges
for approximately 2,100 employees, asset write-offs and impairment
charges, and write-offs of obsolete machinery and discontinued production
components.
As of March 31, 2003, approximately 1,200 of the 2,100 employees have
been terminated by the Company, resulting in severance payments totaling
$18.2 million, of which $9.2 million was expensed during the first
quarter of 2002. Balances related to accrued facilities reorganization
costs for severance payments to employees of $1.5 million and $3.7
million are reflected in other accrued liabilities in the condensed
consolidated balance sheets at March 31, 2003 and December 31, 2002,
respectively.
(7) STOCK-BASED COMPENSATION PLANS
At March 31, 2003, the Company has two stock-based employee compensation
plans. The Company accounts for these plans under the recognition and
measurement principles of APB Opinion No. 25 and related Interpretations.
No stock-based employee compensation cost is reflected in net income, as
all options granted under those plans had an exercise price equal to the
market value of the underlying common stock on the date of grant. The
following table illustrates the effect on net (loss) income and nonvested stock grants.
6(loss)
earnings per share if the Company had applied the fair value recognition
provisions of SFAS No. 123 to stock-based employee compensation.
8
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
Following is a reconciliation of the weighted average number of shares
outstanding with the number of shares used in the computation of diluted
earnings (loss) per share:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------March 31,
-----------------------------
2003 2002
2001 2002 2001
----------- ----------- ----------- ------------------------ --------------
Numerator:
Net (loss) income, as reported: $ (9,305) $ 68,182
Stock-based compensation expense, included in the determination of net
(loss) income, as reported, net of related tax effects - -
Less: Total stock-based employee compensation expense determined
under a fair value based method for all awards, net of related tax
effects (1,492) (1,770)
---------- ----------
Pro forma net (loss) income $ (84,697)(10,797) $ 30,110 15,690 $ 91,673
=========== =========== =========== ===========
Denominator (in thousands):
Denominator for basic66,412
========== ==========
(Loss) earnings per share 119,883 124,842 120,921 126,676
Effect of dilutive securities:
Options to purchase common stock - 1,349 553 1,202
----------- ----------- ----------- -----------
Denominator for diluted earnings per share 119,883 126,191 121,474 127,878
=========== =========== =========== ===========
Earnings (loss) per share:
Basic, as reported $ (0.71)(0.08) $ 0.240.56
========== ==========
Basic, pro forma $ 0.13(0.09) $ 0.72
=========== =========== =========== ===========0.55
========== ==========
Diluted, as reported $ (0.71)(0.08) $ 0.240.56
========== ==========
Diluted, pro forma $ 0.13(0.09) $ 0.72
=========== =========== =========== ===========0.54
========== ==========
The Company declared and paid cash dividends of $0.06 per share of common
stock for the three months ended September 30, 2002 and a total of $0.18
per share of common stock for the nine months ended September 30, 2002.
(4) FACILITIES REORGANIZATION AND OTHER CHARGES
During 2000, the Company implemented company-wide reorganization programs
designed to improve productivity and strengthen the Company's competitive
position in the beverage industry. As of June 30, 2002, approximately
7,700 employees were terminated by the Company relating to the
reorganization programs implemented during 2000. As of June 30, 2002, the
reorganization programs have been completed and all remaining balances
related to accrued facilities reorganization costs totalling $4.2
million, which includes $1.1 million in cash charges and $3.1 million in
noncash charges were reversed into operating income and reflected as
Facilities reorganization and other charges in the Company's condensed
consolidated statements of operations.
During the first quarter of 2002, the Company recorded a gain on the sale
of its 12.1% equity stake in Cervejarias Kaiser, S.A. ("Kaiser") as part
of a larger transaction in which Molson, Inc. acquired Kaiser and entered
into a partnership with Heineken. The sale generated proceeds which
includes an interest of $18.2 million in Molson stock recorded as an
investment (the Molson stock received by Kaiser cannot be sold for a
period of two years). This sale resulted in a gain of $48.6 million,
which is included as part of Other income (expense), net, in the
Company's condensed consolidated statements of operations. The Company
will continue to distribute Kaiser products in its franchise areas in
Brazil and the acquisition of Kaiser will not impact this distribution
agreement.
7
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of
U.S. dollars, except share amounts)
(Unaudited)
During the third quarter of 2002, the Company recorded $98.4 million of facilities reorganization and other charges ($82.7
million, net of tax benefits) resulting primarily from the deterioration of macroeconomic conditions in some of the countries,
primarily in Venezuela, in which the Company operates. These charges consist of $14.4 million of severance charges throughout
the Company's operations, $69.1 million of asset write-offs and impairment charges primarily in the Company's Venezuelan
operations and $14.9 million related to obsolete machinery and discontinued product components. As of September 30, 2002,
approximately 1,200 of the 2,100 employees have been terminated by the Company resulting in severance payments totalling $16.9
million.
The following table shows a summary of facilities reorganization and other charges recorded in the condensed consolidated
financial statements for the following periods:
2002
-------------------------------------------------------------
THIRD SECOND FIRST
TOTAL QUARTER QUARTER QUARTER
-------------- -------------- ------------- -------------
Cost of sales $ 3,221 a) $ 3,221 $ -- --
Selling, general and administrative 2,476 b) 2,476 -- --
Facilities reorganization and other charges 20,562 c) 14,384 399 5,779
----------- ----------- ----------- -----------
Total cash charges 26,259 20,081 399 5,779
Facilities reorganization and other
charges (benefits) 16,908 d) 18,031 (3,146) 2,023
Depreciation and amortization 51,097 e) 51,097 -- --
----------- ----------- ----------- -----------
Total noncash charges (benefits) 68,005 69,128 (3,146) 2,023
Total operating charges (benefits) 94,264 89,209 (2,747) 7,802
----------- ----------- ----------- -----------
Included in Other income (expense), net:
Nonoperating charges (benefits) (30,635)f) 9,209 -- (39,844)
----------- ----------- ----------- -----------
Gross charges (benefits), net 63,629 98,418 (2,747) (32,042)
Tax provision (benefit) (18,250) (15,704) 1,122 (3,668)
----------- ----------- ----------- -----------
Net charges (benefits), net $ 45,379 $ 82,714 $ (1,625) $ (35,710)
=========== =========== =========== ===========
a) Cost of sales charges relate to the write-off of raw materials
inventory totalling $0.6 million and obsolete spare parts for
production machinery totalling $2.6 million.
b) Selling, general and administrative charges relate to the write-off
of obsolete promotional materials totalling $0.3 million, obsolete
spare parts totalling $1.0 million and miscellaneous administrative
expenses totalling $1.2 million.
c) The cash facilities reorganization and other charges relate to
severance charges for the termination of approximately 2,100
employees in Mexico, Venezuela and Colombia totalling $25.0 million,
offset by excise tax benefits obtained in Brazil totalling $3.4
million, and the reversal into income of accrued facilities
reorganization costs related to cash items totalling $1.1 million.
d) The noncash facilities reorganization and other charges (benefits)
relate to plant closings and related disposal of property, plant and
equipment in Venezuela and Mexico totalling $7.9 million and $4.1
million, respectively, the loss on sale of unproductive assets in
Venezuela totalling $8.0 million, offset by the reversal into income
of accrued facilities reorganization costs related to noncash items
totalling $3.1 million.
8
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of
U.S. dollars, except share amounts)
(Unaudited)
e) Depreciation and amortization charges relate to the write-off of
obsolete property, plant and equipment in Mexico, Venezuela and
Colombia totalling $43.8 million, of which approximately 83%
occurred in Venezuela, 11% in Mexico and 6% in Colombia and the
write-off of bottles and cases in Mexico, Venezuela and Colombia
totalling $7.3 million, of which approximately 76% occurred in
Venezuela, 18% in Mexico and 6% in Colombia.
f) The nonoperating charges (benefits) relate to the gain totalling
$48.6 million on the sale of Kaiser, offset by the loss on disposal
of nonoperating property, plant and equipment, mostly in Venezuela,
totalling $4.4 million, the sale, at a loss totalling $3.0 million,
of the corporate airplane to a related party, the loss on disposal
of investments, mostly in Colombia, totalling $1.4 million, a
provision for labor contingencies totalling $0.9 million, and the
payment of excise taxes totalling $5.8 million on soft drink
inventories containing high fructose corn syrup in Mexico during the
first quarter and the accrual of $2.5 million in the third quarter.
The payment of the excise taxes resulted from a law that was
suspended shortly after it was initiated, but subsequently
reinstated effective July 15, 2002. The Company has initiated legal
proceedings to seek a refund of the amounts already paid during the
first and fourth quarters of 2002.
As a result of the above, the Company's income for the nine months ended
September 30, 2002 was impacted by the facilities reorganization and
other charges totalling $45.4 million, net of the related tax benefit of
$18.3 million.
(5)(8) TRANSACTIONS WITH RELATED PARTIES
The Company purchases raw materials from various suppliers, including
related parties, subject to approval of The Coca-Cola Company
("Coca-Cola").Coca-Cola. Such transactions with related parties are
conducted in the ordinary course of business at negotiated prices
comparable to those transactions with other customers and suppliers. The
principal components of related party transactions were purchases of
concentrates, syrups, sugars, returnable and non-returnable bottles,
cans, and caps.
Amounts due from or due to related parties as of September 30, 2002March 31, 2003 and
December 31, 2001,2002, respectively, are included in the condensed
consolidated balance sheet captions indicated and are summarized as
follows:
SEPTEMBER 30, 2002 DECEMBER 31, 2001
-------------------- -------------------
Accounts receivable:
Subsidiaries of Coca-Cola $17,416 $14,025
Subsidiaries of Kaiser 1,064 2,485
------- -------
$18,480 $16,510
======= =======
Accounts payable:
Subsidiaries of Coca-Cola $16,500 $21,842
Productos de Vidrio, S.A 690 2,912
Central Azucarero Portuguesa, C.A. 2,262 1,950
Other 2,127 2,331
------- -------
$21,579 $29,035
======= =======
March 31, 2003 December 31, 2002
----------------- ------------------
Accounts receivable:
Subsidiaries of Coca-Cola $ 13,302 $ 17,502
Subsidiaries of Kaiser 1,392 1,982
--------- ---------
$ 14,694 $ 19,484
========= =========
Accounts payable:
Subsidiaries of Coca-Cola $ 21,432 $ 29,407
Productos de Vidrio, S.A. 26 2,469
Central Azucarero Portuguesa, C.A. 761 2,602
Other 3,856 4,139
--------- ---------
$ 26,075 $ 38,617
========= =========
9
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of
U.S. dollars, except share amounts)
(Unaudited)
The Company had the following significant transactions with related parties:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Income:
Marketing expense support from Coca-Cola
(recorded net against marketing expenses) $ 7,216 $ 6,708 $ 22,377 $ 22,393
Kaiser beer distribution fees 671 843 2,676 1,974
Other 54 86 313 267
--------- --------- --------- ---------
$ 7,941 $ 7,637 $ 25,366 $ 24,634
========= ========= ========= =========
Expenses:
Purchases of concentrate from Coca-Cola $ 99,502 $ 102,542 $ 255,761 $ 308,898
Purchases of beer 8,425 12,552 28,634 41,330
Purchases of other inventories 35,344 33,261 86,923 94,532
--------- --------- --------- ---------
$ 143,271 $ 148,355 $ 371,318 $ 444,760
========= ========= ========= =========
Capital incentives received in cash $ - $ 544 $ 1,032 $ 1,892
========= =========PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
The Company had the following significant transactions, included in the
statements of operations detail, with related parties:
Three Months Ended March 31,
----------------------------
2003 2002
------------- -------------
Income:
Marketing expense support from Coca-Cola
(recorded net against marketing expenses) $ 8,316 $ 7,068
Kaiser beer distribution fees 414 1,056
Other - 259
--------- ---------
$ 8,730 $ 8,383
========= =========
On April 22,Expenses:
Purchases of concentrate from Coca-Cola $ 74,107 $ 57,088
Purchases of beer 5,970 10,474
Purchases of other inventories 16,702 25,020
--------- ---------
$ 96,779 $ 92,582
========= =========
In accordance with the agreements announced with Coca-Cola in 2002
regarding the Company sold its corporate airplane for $10.5
million to a trust affiliated with a directorconversion of the Company. In
connection with this transaction, the Company terminated the operating
lease for the airplane by payment to the lending bank of $14.9 million
representing the amount outstanding under the lease. The Company believes
the terms of this transaction were no less favorable to the Company than
could have been obtained from an unaffiliated third party.
On October 7, 2002, the Company announced that it had reached various
agreements with Coca-Cola to convert its RiscoCompany's water volumebrand in Mexico to
Coca-Cola's brand, Ciel beginning inthe Company received approximately $56.4 million
during the first quarter of 2003. The conversion is done in exchange for total cash considerationCompany has deferred this amount
and will recognize this amount over a period of $65.0ten years. As a result,
the Company recorded approximately $1.4 million during the first quarter
as a reduction of cost of sales. The remaining amount of $55.0 million to
be paid by Coca-Cola,recognized is included in the Company's condensed consolidated
balance sheet as of March 31, 2003 as deferred revenue, with $3.6 million of such amountamounts due
to be paidrecognized during the next twelve months classified within other
accrued liabilities and the remainder classified as long-term other
liabilities.
The Company maintains an ownership interest, classified as a current
investment, in Molson, Inc. ("Molson") shares as a result of the fourth quartersale of
2002, $56.0 million of such amount to be
paidits interest in Cervejarias Kaiser, S.A. ("Kaiser") during 2002. During
the first quarter of 2002, the Company recorded a gain on the sale of its
12.1% equity stake in Kaiser as part of a larger transaction in which
Molson acquired Kaiser, and entered into a partnership with Heineken. The
sale generated proceeds for the Company of $55.1 million and an $18.9
million interest in Molson stock ($20.8 million at March 31, 2003). The
interest in the Molson stock is recorded as an investment. The Molson
stock is subject to a two-year contractual restriction on sale that
expires on March 19, 2004, pursuant to an agreement with Molson entered
into at the time of acquisition of Kaiser by Molson. The two-year
restriction can only be shortened in the case of a change in control of
Molson, transfer of substantially all of the assets of Molson, or any
material inaccuracy in Molson's representations and warranties contained
in the Kaiser purchase agreement. As of March 31, 2003, no events have
occurred which have decreased the original restriction period. However,
as the initial two-year contractual restriction with respect to the sale
of the Molson shares is now less than one year, the Company has applied
mark-to-market accounting to its investment in Molson and has recorded an
unrealized gain on the Molson shares of approximately $8.1 million as a
component of comprehensive (loss) income. This transaction resulted in a
gain of $48.6 million in 2002, which was included as part of Other income
(expense), net in the condensed consolidated statement of operations. The
Company will continue to distribute Kaiser products in its franchise
areas in Brazil and the remaining amountacquisition of Kaiser is not expected to be paid in
the following four years. Revenue will be deferred over the life of the
contract, which is ten years.
(6) INVENTORIES
Inventories consist of: SEPTEMBER 30, 2002 DECEMBER 31, 2001
------------------ -----------------
Bottled beverages $ 26,732 $ 28,335
Raw materials 50,672 51,837
Spare parts and supplies 25,538 29,637
-------- --------
102,942 109,809
Less - Allowance for obsolete and slow moving items 8,101 6,769
-------- --------
$ 94,841 $103,040
======== ========
impact
this distribution agreement.
10
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
(7) SHARE REPURCHASE PROGRAM
The Company has authorized a total of $40.0 million for repurchases under
the Company's 2002 Share Repurchase Program. During the third quarter of
2002, the Company repurchased 1,111,300 shares for a total amount of
$13.8 million (including commissions) under the Company's 2002 Share
Repurchase Program with the total amount of shares repurchased under the
2002 Share Repurchase Program totalling 2,468,600 for a total amount of
$36.8 million (including commissions).
(8)(9) INVENTORIES
Inventories consist of: March 31, 2003 December 31, 2002
---------------- -------------------
Bottled beverages $ 28,914 $ 25,629
Raw materials 54,264 57,364
Spare parts and supplies 31,497 28,072
----------- ---------
114,675 111,065
Less - Allowance for obsolete and slow moving items 6,128 5,949
----------- ---------
$ 108,547 $ 105,116
=========== =========
(10) COMPREHENSIVE (LOSS) INCOME
(LOSS)
Comprehensive (loss) income (loss) includes net (loss) income, (loss),foreign currency
translation
adjustments and unrealized gains (losses) on derivative financial
instruments.instruments and
available-for-sale investments. The comprehensive (loss) income (loss) for the
three and nine
months ended September 30,March 31, 2003 and 2002 and 2001 is as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- --------------------------2003 2002
2001 2002 2001
----------- ----------- ------------ -------------------------- -------------
Net (loss) income $ (84,697)(9,305) $ 30,110 $ 15,690 $ 91,67368,182
Other comprehensive income (loss) income:
Translation adjustments (90,882) (45,408) (176,335) (60,380):
Foreign currency translation (20,142) (5,151)
Unrealized gain on available-for-sale instruments 8,111 -
Unrealized losses on derivative financial instruments - (3,274) - (10,968)
--------- --------- ----------(523)
----------- ---------
Comprehensive (loss) income $(175,579) $ (18,572)(21,336) $ (160,645) $ 20,325
========= ========= ==========62,508
=========== =========
(9)(11) DERIVATIVE INSTRUMENTS
The Company's business exposes itself to many different market risks,
such as fluctuations in interest rates, currency exchange rates and
commodity prices. Consequently, the Company considers risk management as
an essential activity in the course of our business. The Company, from
time to time, utilizes hedging strategies to mitigate those risks. The
Company's hedging strategies may include the use of derivative
instruments, such as forwards, futures and options, generally with terms
not exceeding one year. While it is not the policy of the Company to
enter into derivative instruments for speculative purposes, occasionally,
the Company may continue holding a derivative instrument for speculative
purposes if other business goals and strategies are present at the time.
The Company had a floating-to-fixed interest rate swap (the "Swap"),
expiring in November 2002, with a total notional amount outstanding at
December 31, 2001 of $250.0 million, which exchanges LIBOR for a fixed
interest rate of 6.437%. Upon adoption of SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," the Company designated
the Swap as a cash flow hedge. During 2001, the Company determined that
it was probable that the original forecasted transaction would not
continue through the expiration of the Swap and, therefore, discontinued
cash flow hedge accounting. The Company recognized an unrealized loss of
$0.1 million and $1.0 million, included in Other income (expense) net,
for the three and nine months ended September 30, 2002, respectively, in
the Company's condensed consolidated statements of operations. As of
September 30, 2002, the fair value of the Swap was a liability of $3.0
million and is recorded in Accounts payable.
11
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of
U.S. dollars, except share amounts)
(Unaudited)
The Company has a fixed-to-floating interest rate swap, expiring inwhich expired on
April 1, 2003, with a total notional amount of $150.0 million, which
exchangesexchanged a fixed interest rate of 8.125% for a LIBOR-based rate. As of
September 30,
2002,March 31, 2003, the fair value of the interest rate swap was an asset of
$0.8 million and is recorded within Otherother current assets. The Company
recorded an unrealized gain of approximately $0.2 million and $0.4 million, included within Interest
income,as a
reduction of interest expense, for the three and nine monthsquarter ended September 30, 2002,
respectively,March 31, 2003 in
the Company's condensed consolidated financial
statements.
The Company uses currency swap arrangements to hedge exchange rate
exposure arising from the Company's operations in its international
subsidiaries. During the nine months ended September 30, 2002, the
Company held foreign currency forward purchase contracts relating to raw
material purchases in Brazil, with total notional amounts of
approximately $16.6 million, which exchange Brazilian reales for U.S.
dollars. The contracts had no material impact on the Company's condensed
consolidated statements of operations for the three and nine months ended
September 30, 2002. As of September 30, 2002, the Company had no
outstanding foreign currency forward purchase contracts relating to raw
material purchases in Brazil.
During the second quarter of 2002, the Company entered into a foreign
currency forward purchase contract in its Mexican operations, expiring
during the first quarter of 2003, with a notional amount of approximately
$14.0 million. The Company recognized an unrealized loss of approximately
$0.1 million and $0.8 million, included in Other income (expense) net,
for the three and nine months ended September 30, 2002, respectively, in
the Company's condensed consolidated statementsstatement of operations.
As of
September 30, 2002, the fair value of the foreign currency forward
purchase contract was a liability of $0.8 million and is recorded within
Other current liabilities.
During the second quarter of 2002, the Company entered into foreign
currency forward purchase contracts with the Brazilian real, expiring
during the first quarter of 2004, with total notional amounts of
approximately $21.0 million. The Company recognized an unrealized loss of
approximately $4.7 million and $6.4 million, included in Other income
(expense) net, for the three and nine months ended September 30, 2002,
respectively, in the Company's condensed consolidated statements of
operations. As of September 30, 2002, the fair value of the foreign
currency forward purchase contract was a liability of $6.4 million and is
recorded within Other current liabilities. During the third quarter of
2002, the Company began to unwind these foreign currency forward purchase
contracts. As of September 30, 2002, the Company has unwound
approximately 60% of these transactions.
During the second quarter, the Company entered into an equity forward purchase contract, expiring in
March 2004, on Molson shares to be received from the sale of Kaiser, with
a notional amount of approximately $18.1 million. The Company recognized
an unrealized holding gainloss of approximately $33 thousand and $0.4$1.4 million, included in Otherother income
(expense) net, for the three and nine monthsquarter ended September 30, 2002,
respectively,March 31, 2003 in the Company's
condensed consolidated statementsstatement of operations. As of September 30, 2002,March 31, 2003, the
fair value of the equity forward purchase contract was a liability of
$0.4$2.1 million, andwhich is recorded within Otherother current liabilities.liabilities in the
accompanying 2003 condensed consolidated balance sheet.
During the third quarter,2002, the Company entered into a foreign currency forward purchase
contract in Venezuela,to purchase the Colombian peso forward, expiring during the
fourthfirst quarter of 20022003 for a notional amount of approximately $5.0$7.5
million. 12The expiration of this foreign currency forward purchase
contract had no impact on the Company's condensed consolidated results of
operations for the quarter ended March 31, 2003.
11
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
(12) RESTRICTED CASH
On April 1, 2003, the Company's $150.0 million 8.125% Senior Notes (the
"Yankee Bonds") matured. During March 2003, the Company entered into a
bridge loan agreement (the "Bridge Loan") of $150.0 million maturing on
July 28, 2003 with monthly interest payments in order to facilitate the
repayment and retiring of the Yankee Bonds. The Bridge Loan bears an
annual interest rate of LIBOR plus 1.0% for the first two months and
LIBOR plus 1.375% for the remaining months until maturity. On March 31,
2003, the Company transferred amounts to the Yankee Bonds trustee to pay
the required amounts to the bondholders upon maturity. As of September 30, 2002,March 31,
2003, the Company recognized an unrealized lossamounts held in escrow by the Yankee Bonds trustee are
considered restricted cash for the purpose of approximately $0.2 million recorded in Other income (expense) net inpaying and retiring the
Company's condensed consolidated statements of operations. As of
September 30, 2002, the fair value of the foreign currency forward
contract was a liability of $0.2 million and is recorded within Other
current liabilities.
(10)Yankee Bonds on April 1, 2003.
(13) SEGMENTS AND RELATED INFORMATION
The Company operates in the bottling and distribution industries and in
markets throughout Latin America. The basis for determining the Company's
operating segments is the manner in which financial information is used
by the Company in its operations. Management operates and organizes
itself according to business units, which comprise the Company's products
across geographic locations. The Company's Corporate entity engages in
various transactions, including but not limited to debt agreements and,
at times, derivative transactions, which may generate gains and losses.
These amounts are included as a separate reportable segment entitled
"Corporate" and are not allocated to the Company's other reportable
segments as the Company evaluates the performance of its Corporate entity
on a stand-alone basis and allocates resources based on income or loss from operations.the Company believes the allocation of these
expenses to the remaining operating segments would result in a misleading
presentation of the Company's segment performance. The accounting
policies of the reportable segments are the same as those described in
the summary of significant accounting policies.policies in the Company's 2002
Annual Report on Form 10-K filed with the SEC on March 28, 2003.
Long-lived assets constitute total assets less current assets less
long-term deferred income taxes and less long-term receivables from
affiliated companies. Balances reflected in the Company's Headquarters include
eliminating entries that are used in consolidating the unaudited
financial statements.
The results of operations of Panamco Mexico and Panamco Central America,
which consists of Panamco Costa Rica, Panamco Nicaragua and Panamco
Guatemala, are reported together as Panamco NOLAD (North Latin American
Division). Relevant information concerning the geographic
areas in which the Company operates in accordance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," is
as follows:
NINETHREE MONTHS ENDED SEPTEMBER 30, 2002
-----------------------------------------------------------------------------------------MARCH 31, 2003
---------------------------------------------------------------------------------------------
ELIMINA
NOLAD COLOMBIA VENEZUELA BRAZIL HEADQUARTERSCORPORATE TIONS TOTAL
------------- ------------- ------------ -------------- ------------ ---------------------- -------- --------- -------- --------- ----------- -----------
Net sales $985,875 $276,764 $271,304 $277,505$ 296,642 $ 77,074 $ 56,447 $ 76,799 $ - $1,811,448$ - $ 506,962
========= ======== ======== ======== ========== =========== ===========
Operating income (loss) 152,934 10,414 (87,910) 13,028 (1,443) 87,02342,843 4,552 (10,029) (2,784) (9,359) 1,876 27,099
========= ======== ======== ======== ========== =========== ===========
Interest income 1,090 1,714 1 155 61 (2,398) 623
========= ======== ======== ======== ========== =========== ===========
Interest expense (5,355) (1,562) (712) (1,273) (11,661) 2,398 (18,165)
========= ======== ======== ======== ========== =========== ===========
Other income (expense), net 207 (499) (23) (1,585) 2,179 (3,639) (3,360)
========= ======== ======== ======== ========== =========== ===========
Depreciation and amortization 61,153 39,234 80,971 10,932 (1,247) 191,04319,761 9,302 11,695 2,695 123 (546) 43,030
========= ======== ======== ======== ========== =========== ===========
Capital expenditures 61,017 6,074 10,396 4,84716,540 1,834 169 1,090 - 82,334
SEPTEMBER 30, 2002
------------------------------------------------------------------------------------------ 19,633
========= ======== ======== ======== ========== =========== ===========
AS OF MARCH 31, 2003
---------------------------------------------------------------------------------------------
Long-lived assets $655,666 $234,780 $249,518 $102,827 $650,029 $1,892,820$ 696,394 $213,353 $235,930 $103,769 $1,711,433 $(1,040,421) $1,920,458
========= ======== ======== ======== ========== =========== ===========
Total assets 765,009 280,878 295,942 207,216 670,525 2,219,570
NINE MONTHS ENDED SEPTEMBER 30, 2001
-----------------------------------------------------------------------------------------
NOLAD COLOMBIA VENEZUELA BRAZIL HEADQUARTERS TOTAL
------------- ------------- ------------ -------------- ------------ -------------
Net sales $957,048 $274,846 $409,408 $302,977 $ - $1,944,279
Operating income (loss) 176,893 17,502 28,252 10,882 (12,999) 220,530
Depreciation and amortization 62,460 42,379 45,572 15,638 14,999 181,048
Capital expenditures 41,286 4,341 6,932 3,576 28 56,163
DECEMBER 31, 2001
-----------------------------------------------------------------------------------------
Long-lived assets $690,155 $327,059 $339,512 $189,279 $651,643 $2,197,648
Total assets 853,458 383,188 419,935 352,883 683,562 2,693,026972,642 363,831 278,763 249,205 2,009,120 (1,433,242) 2,440,319
========= ======== ======== ======== ========== =========== ===========
1312
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
(11) SUBSEQUENT EVENTS
In September
COSTS IN EXCESS OF NET ASSETS ACQUIRED
---------------------------------------------------------------------------------------------
ELIMINA
NOLAD COLOMBIA VENEZUELA BRAZIL CORPORATE TIONS TOTAL
--------- -------- --------- -------- --------- ----------- -----------
Balance as of January 1, 2003 $ 63,828 $ 661 $ - $ 33,767 $ 738,401 $ - $ 836,657
Costs in excess of net assets
acquired during the year - - - - 28,029 - 28,029
Impairment losses - - - - - - -
Costs in excess of net assets
amortized during the year - - - - - - -
Costs in excess of net assets
written off related to sale of
business unit - - - - - - -
Translation adjustments (1,832) (20) - 1,729 - - (123)
--------- -------- --------- -------- --------- ----------- ----------
Balance as of March 31, 2003 $ 61,996 $ 641 $ - $ 35,496 $ 766,430 $ - $ 864,563
========= ======== ======== ======== ========= =========== ==========
THREE MONTHS ENDED MARCH 31, 2002
---------------------------------------------------------------------------------------------
ELIMINA
NOLAD COLOMBIA VENEZUELA BRAZIL CORPORATE TIONS TOTAL
--------- -------- ---------- --------- --------- ----------- ----------
Net sales $ 314,140 $ 99,739 $ 105,589 $ 104,881 $ - $ - $ 624,349
========= ======== ========= ========= ========== =========== ==========
Operating income (loss) 39,419 10,963 (2,478) 8,572 18,074 (19,231) 55,319
========= ======== ========= ========= ========== =========== ==========
Interest income 1,030 151 1,422 358 157 (375) 2,743
========= ======== ========= ========= ========== =========== ==========
Interest expense (7,032) (3,209) (1,698) (952) (10,105) 375 (22,621)
========= ======== ========= ========= ========== =========== ==========
Other income (expense), net 1,355 97 3,651 48,732 943 (3,559) 51,219
========= ======== ========= ========= ========== =========== ==========
Depreciation and amortization 17,546 12,351 11,147 4,042 120 (526) 44,680
========= ======== ========= ========= ========== =========== ==========
Capital expenditures 9,829 1,157 210 1,748 - - 12,944
========= ======== ========= ========= ========== =========== ==========
AS OF DECEMBER 31, 2002
---------------------------------------------------------------------------------------------
Long-lived assets $ 656,412 $226,137 $ 248,917 $ 111,896 $1,713,752 $(1,010,063) $1,947,051
========= ======== ========= ========= ========== =========== ==========
Total assets 861,777 386,883 296,635 249,898 1,865,031 $(1,332,619) $2,327,605
========= ======== ========= ========= ========== =========== ==========
COSTS IN EXCESS OF NET ASSETS ACQUIRED
---------------------------------------------------------------------------------------------
Balance as of January 1, 2002 $ 72,249 $ 827 $ - $ 57,579 $ 738,401 $ - $ 869,056
Costs in excess of net assets
acquired during the year - - - - - - -
Impairment losses - - - - - - -
Costs in excess of net assets
amortized during the year - - - - - - -
Costs in excess of net assets
written off related to sale of
business unit - - - - - - -
Translation adjustments (8,421) (166) - (23,812) - - (32,399)
--------- -------- -------- -------- --------- ----------- ----------
Balance as of December 31, 2002 $ 63,828 $ 661 $ - $ 33,767 $ 738,401 $ - $ 836,657
========= ======== ========= ========= ========= =========== ==========
13
(14) COMMITMENTS AND CONTINGENCIES
As discussed in Note 16 to the Company's 2002 Annual Report on Form
10-K, with respect to the Company formedlitigation brought under the Alien Tort Claim
Act by a joint venture with Heineken N.V.labor union and Florida Ice and Farm Company S.A. ("Fifco") to acquire the Coca-Cola
bottler and a beer company inseveral individuals from the Republic of
Panama. On October 2, 2002,
the joint venture entity, CA Beverages, Inc. ("CA Beverages"), acquired:
(i) direct control of Coca Cola de Panama Compania Embotelladora, S.A.
("Coca-Cola Panama") through the purchase of fifty percent plus one share
of the capital stock of Coca-Cola Panama; and (ii) indirect control of
Cervecerias Baru-Panama, S.A. ("Cervecerias Baru") which is
majority-owned (51.5%) by Coca-Cola Panama. As the second step of this
transaction, CA Beverages is seeking to obtain up to 100% of the capital
stock of Coca-Cola Panama and Cervecerias Baru through public tender
offers in Panama, which are expected to be completedColombia in the fourth
quarterU.S. District Court for the Southern District of
2002. Upon completion ofFlorida (the "Court"), the public tender offers, CA
Beverages intends to sell its stake in Coca-Cola PanamaCourt issued an order (the "Order") on March
28, 2003 with respect to the defendants' motion to dismiss. By this
Order, the Court dismissed the plaintiffs' claim under RICO and
dismissed The Coca-Cola Company (and its stake in Cervecerias Baru to Heinekenfrom the lawsuit. The Order discussing
subject matter jurisdiction is not clear as how it affects Panamerican
Beverages, Inc., Panamco LLC and Fifco) in exchangePanamco Colombia, S.A., and thus a
motion for clarification has been filed and is pending with the Court.
As for the cancellation ofCourt's personal jurisdiction over Panamco Colombia, S.A.,
the fundsCourt is allowing the plaintiffs to take limited jurisdictional
discovery so that the Company has advanced to CA
Beverages to acquire Coca-Cola Panama and Cervecerias Baru. The purchase
pricepersonal jurisdiction issue can be decided at a
hearing scheduled for 100% of the capital stock of Coca-Cola Panama is expected to be
approximately $61.3 million. The Company has financed the Panama
acquisition primarily through a $60.0 million loan from ING Bank that
matures on April 1, 2003 and bears interest at an average annual rate of
LIBOR plus 0.85%.
14
May 30, 2003.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The supplemental statements of operations data for Panamco NOLAD (Panamco
Mexico and Panamco Central America, which consists of Costa Rica,
Nicaragua and Guatemala), Panamco Colombia, Panamco Venezuela, and
Panamco Brazil are presented on the following pages. The data presented
as of and for each period have been derived from the unaudited financial
statements of Panamco Mexico and Panamco Central America, Panamco
Colombia, Panamco Venezuela, and Panamco Brazil, as applicable, which
financial statements are not included herein. Additionally, the data
presented does not include the unaudited financial data of the Holding
company, the Company's Headquarters or some minor entities; nor does it
reflect the eliminating entries that are used in consolidating the
unaudited financial statements of the aforementioned subsidiaries.
15
PANAMCO NOLAD
(Stated in thousands of U.S. dollars)
(Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
STATEMENT OF OPERATIONS DATA:
Net sales $ 324,591 $ 326,810 $ 985,875 $ 957,048
Cost of sales, excluding depreciation
and amortization shown separately below 148,327 144,961 447,117 416,085
----------- ----------- ----------- -----------
Gross profit 176,264 181,849 538,758 540,963
----------- ----------- ----------- -----------
Operating expenses:
Selling, general and administrative 101,963 102,007 315,967 301,610
Depreciation and amortization 25,265 19,374 61,153 62,460
Facilities reorganization and other
charges 6,728 -- 8,704 --
----------- ----------- ----------- -----------
133,956 121,381 385,824 364,070
----------- ----------- ----------- -----------
Operating income 42,308 60,468 152,934 176,893
----------- ----------- ----------- -----------
Interest expense, net (5,401) (2,661) (17,126) (7,752)
Other income (expense), net (3,021) 952 (5,357) 532
----------- ----------- ----------- -----------
Income before income taxes 33,886 58,759 130,451 169,673
Provision for income taxes 11,077 18,841 43,177 53,512
----------- ----------- ----------- -----------
Income before minority interest 22,809 39,918 87,274 116,161
Minority interest in Panamco Mexico
subsidiaries 648 1,310 2,582 3,729
----------- ----------- ----------- -----------
Net income attributable to Panamco
NOLAD 22,161 38,608 84,692 112,432
Minority interest in Panamco
Mexico holding company 307 620 1,222 1,765
----------- ----------- ----------- -----------
Net income attributable to Panamco $ 21,854 $ 37,988 $ 83,470 $ 110,667
=========== =========== =========== ===========
Cash operating profit $ 71,338 $ 79,842 $ 215,048 $ 239,353
=========== =========== =========== ===========
UNIT CASE SALES VOLUME
GROWTH:
Soft drinks 3.3% 3.8%
Water 5.9% 8.1%
Other products 33.7% 81.2%
----------- -----------
Total growth 4.5% 5.9%
=========== ===========
16
PANAMCO COLOMBIA
(Stated in thousands of U.S. dollars)
(Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
STATEMENT OF OPERATIONS DATA:
Net sales $ 85,612 $ 91,694 $ 276,764 $ 274,846
Cost of sales, excluding depreciation
and amortization shown separately below 40,974 43,771 129,595 129,798
----------- ----------- ----------- -----------
Gross profit 44,638 47,923 147,169 145,048
----------- ----------- ----------- -----------
Operating expenses:
Selling, general and administrative 30,448 25,913 95,254 85,167
Depreciation and amortization 14,323 14,360 39,234 42,379
Facilities reorganization and other
charges 2,267 -- 2,267 --
----------- ----------- ----------- -----------
47,038 40,273 136,755 127,546
----------- ----------- ----------- -----------
Operating (loss) income (2,400) 7,650 10,414 17,502
----------- ----------- ----------- -----------
Interest expense, net (1,675) (2,218) (6,890) (6,413)
Other income (expense), net (3,966) (94) (3,322) 295
----------- ----------- ----------- -----------
(Loss) income before income taxes (8,041) 5,338 202 11,384
Provision for (benefit from) income taxes (2,851) 1,729 (880) 3,514
----------- ----------- ----------- -----------
(Loss) income before minority interest (5,190) 3,609 1,082 7,870
Minority interest in Panamco Colombia
subsidiaries holding company 46 29 126 83
----------- ----------- ----------- -----------
Net (loss) income attributable to
Panamco Colombia holding company (5,236) 3,580 956 7,787
Minority interest in Panamco Colombia (144) 97 26 213
----------- ----------- ----------- -----------
Net (loss) income attributable
to Panamco $ (5,092) $ 3,483 $ 930 $ 7,574
=========== =========== =========== ===========
Cash operating profit $ 11,923 $ 22,010 $ 49,648 $ 59,881
=========== =========== =========== ===========
UNIT CASE SALES VOLUME
GROWTH (DECLINE):
Soft drinks (4.3%) (4.1%)
Water 11.1% (9.6%)
Other products (2.9%) 12.9%
----------- -----------
Total decline (1.6%) (5.1%)
=========== ===========
17
PANAMCO VENEZUELA
(Stated in thousands of U.S. dollars)
(Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
STATEMENT OF OPERATIONS DATA:
Net sales $ 77,266 $ 134,893 $ 271,304 $ 409,408
Cost of sales, excluding depreciation
and amortization shown separately below 53,939 68,023 160,900 201,317
----------- ----------- ----------- -----------
Gross profit 23,327 66,870 110,404 208,091
----------- ----------- ----------- -----------
Operating expenses:
Selling, general and administrative 28,322 43,332 92,692 134,267
Depreciation and amortization 55,660 15,152 80,971 45,572
Facilities reorganization and other
charges 20,570 -- 24,651 --
----------- ----------- ----------- -----------
104,552 58,484 198,314 179,839
----------- ----------- ----------- -----------
Operating (loss) income (81,225) 8,386 (87,910) 28,252
----------- ----------- ----------- -----------
Interest expense, net (2,099) (2,409) (5,958) (14,913)
Other income (expense), net (5,460) 1,217 (2,727) 6,539
----------- ----------- ----------- -----------
(Loss) income before income taxes (88,784) 7,194 (96,595) 19,878
Provision for (benefit from) income taxes (8,775) 35 (12,195) (8,694)
----------- ----------- ----------- -----------
Net (loss) income attributable
to Panamco $ (80,009) $ 7,159 $ (84,400) $ 28,572
=========== =========== =========== ===========
Cash operating profit (loss) $ (11,299) $ 23,538 $ 9,008 $ 73,824
=========== =========== =========== ===========
UNIT CASE SALES VOLUME
GROWTH (DECLINE):
Soft drinks 1.3% (8.1%)
Water (13.2%) (20.1%)
Beer (31.1%) (33.9%)
Other products 59.0% 40.7%
----------- -----------
Total growth (decline) 0.3% (8.7%)
=========== ===========
18
PANAMCO BRAZIL
(Stated in thousands of U.S. dollars)
(Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
STATEMENT OF OPERATIONS DATA:
Net sales $ 76,196 $ 79,874 $ 277,505 $ 302,977
Cost of sales, excluding depreciation
and amortization shown separately below 51,863 53,917 178,129 200,266
----------- ----------- ----------- -----------
Gross profit 24,333 25,957 99,376 102,711
----------- ----------- ----------- -----------
Operating expenses:
Selling, general and administrative 22,455 20,788 78,797 76,191
Depreciation and amortization 3,070 4,364 10,932 15,638
Facilities reorganization and other
charges (benefits) -- -- (3,381) --
----------- ----------- ----------- -----------
25,525 25,152 86,348 91,829
----------- ----------- ----------- -----------
Operating (loss) income (1,192) 805 13,028 10,882
----------- ----------- ----------- -----------
Interest expense, net (213) 1,871 (642) 1,110
Other income (expense), net (3,662) (2,468) 46,316 (8,599)
----------- ----------- ----------- -----------
(Loss) income before income taxes (5,067) 208 58,702 3,393
Provision for (benefit from) income taxes (1,429) (435) 2,478 (1,373)
----------- ----------- ----------- -----------
(Loss) income before minority interest (3,638) 643 56,224 4,766
Minority interest in Panamco Brazil
holding company (116) 4 42 35
----------- ----------- ----------- -----------
Net (loss) income attributable
to Panamco $ (3,522) $ 639 $ 56,182 $ 4,731
=========== =========== =========== ===========
Cash operating profit $ 1,878 $ 5,169 $ 23,960 $ 26,520
=========== =========== =========== ===========
UNIT CASE SALES VOLUME
GROWTH (DECLINE):
Soft drinks 4.5% (5.1%)
Water (12.9%) (6.0%)
Beer (12.2%) (14.9%)
Other products 71.1% 243.7%
----------- -----------
Total growth (decline) 0.1% (6.9%)
=========== ===========
19
GENERALOVERVIEW
The following discussion addresses the financial condition and
results of operations of Panamerican Beverages, Inc. ("Panamco" or "we") and
its consolidated subsidiaries. The discussion begins with an overview of our:
o Proposed Merger Transaction with Coca-Cola FEMSA;
o Beverage Volumes;
o Operating Segments;
o Critical Accounting Policies;
o Related Party Transactions with The Coca-Cola Company; and
o Forward-Looking Statements.
The overview is followed by a review of items that affect the
comparability of historic or future results. We then provide an analysis of
our results of operations and liquidity and financial condition. This
discussion should be read in conjunction with our unaudited condensed
consolidated financial statements, including the notes to the condensed
consolidated financial statements, as of September 30,
2002March 31, 2003 and December 31, 20012002
and for the three and nine months ended September
30,March 31, 2003 and 2002 and 2001 and the notes thereto
included elsewhere herein.
Results for
any interim period are not necessarily indicativePROPOSED MERGER TRANSACTION
On December 22, 2002, we entered into a merger agreement with Coca-Cola
FEMSA (the "Merger Agreement"), pursuant to which Coca-Cola FEMSA will acquire
Panamco in a transaction valued at approximately $3.6 billion, including the
assumption of results for any full
year.
We conduct our operations through tiers$880 million in estimated net debt (used in this report to mean
long-term obligations, including current portion, minus cash and equivalents
and restricted cash). Additional information regarding the proposed
transaction can be found in the definitive proxy statement that we filed with
the Securities and Exchange Commission on March 28, 2003.
On April 28, 2003 at a special meeting of subsidiariesPanamco's shareholders,
Panamco's shareholders approved the proposed merger transaction with Coca-Cola
FEMSA. On the record date, there were 112,793,056 shares of Panamco's Class A
Common Stock outstanding, 8,659,757 shares of Panamco's Class B Common Stock
outstanding and 2 shares of Panamco's Series C Preferred Stock outstanding.
There were 8,296,800 shares of Class B Common Stock and 2 shares of Series C
Preferred Stock represented and entitled to vote at the meeting in which, in some
cases, minority shareholders hold interests. Since we have varying percentage
ownership interests in our approximately 60 consolidated subsidiaries, the
amountperson or
by proxy, representing 95.8% and 100%, respectively, of the minority interestshares outstanding
and entitled to vote at the meeting. There were 82,979,443 shares of Panamco's
Class A Common Stock represented at the meeting in incomeperson or loss before minority interest
during a period depends upon the revenues and expenses of eachby proxy,
representing 73.6% of the consolidatedClass A Common Stock outstanding and entitled to
vote at the meeting, subject to the affirmative vote of the holders of
Panamco's Class B Common Stock with respect to asking the holders of Class A
Common Stock to approve the merger. Of the 8,296,800 shares of Class B Common
Stock represented and entitled to vote at the meeting, 8,282,396 shares were
voted to approve the merger and 8,282,412 were voted in favor of asking the
holders of Class A Common Stock to approve the merger. Of the 82,979,443
shares of Class A Common Stock represented at the meeting, 42,557,214 shares
were not held by disqualified holders as defined in the Merger Agreement. Of
those 42,557,214 Class A shares, 42,553,267 were voted to approve the merger.
All outstanding shares of Panamco's Series C Preferred Stock represented and
entitled to vote at the meeting were voted to approve the merger. Assuming all
other conditions to the merger are satisfied or waived, the merger transaction
is expected to be completed as of May 6, 2003.
Immediately prior to the effective time of the merger transaction, the
transaction contemplates that all shares of Panamco's Class A Common Stock and
Class B Common Stock beneficially owned by The Coca-Cola Company will be
exchanged for newly issued shares of Panamco's Series D Preferred Stock at a
one-to-one ratio.
14
As a result of the merger,
o each share of Panamco's Class A Common Stock will be converted
into the right to receive $22.00 in cash;
o each share of Panamco's Class B Common Stock will be converted into
the right to receive $38.00 in cash;
o the Series C Preferred Stock and Series D Preferred Stock
beneficially owned by The Coca-Cola Company, through its
subsidiaries, will be converted into the right to receive one or
more promissory notes that will entitle the holder to be issued
304,045,678 Series D shares of Coca-Cola FEMSA; and
o all Panamco stock options will be cancelled, with the percentageholders
becoming entitled to receive the excess, if any, of each$22.00
over the exercise price, per share, of such subsidiary's
capital stock owned by minorityoptions.
Following the closing of the merger transaction, Panamco shareholders
during such period.
The results of operationswill receive instructions on how to obtain cash payments in exchange for shares
of Panamco Mexicocommon stock.
The merger will result in Panamco immediately becoming a wholly-owned
subsidiary of Coca-Cola FEMSA. Trading in Panamco's Class A Common Stock will
be suspended on the effective date of the merger and, after the merger,
Panamco's Class A Common Stock will be delisted from the New York Stock
Exchange and deregistered under the Securities Exchange Act of 1934 ("Exchange
Act"). After the merger, Panamco Central America,
which consistswill continue to have reporting obligations
under the Exchange Act with respect to its 7.25% Senior Notes, due 2009, but
Panamco will revert to its previous status as a "foreign private issuer." As a
"foreign private issuer", Panamco will no longer be required to file annual
reports on Form 10-K or quarterly reports on Form 10-Q. Instead, Panamco will
be required to file annual reports on Form 20-F and, if applicable, to furnish
information on Form 6-K. Panamco understands that Coca-Cola FEMSA is exploring
alternatives that would permit the termination of Panamco Costa Rica, Panamco Nicaragua and Panamco Guatemala,
are reported together as Panamco NOLAD (North Latin American Division).
Unit casethese reporting obligations
at some point in the future.
BEVERAGE VOLUMES
Like most companies in the beverage industry, we measure our volumes
in unit cases of finished products. As used in this report, "unit case" means
192 ounces of finished beverage product (24 eight-ounce servings). Average and "average
sales prices per unit casecase" means net sales in U.S. dollars for the period
divided by the number of unit cases sold during the same period.
CashOPERATING SEGMENTS
As a soft drink bottler operating profit ("COP"in diverse markets in Latin America,
our operations are organized based on geographic location. We report segment
information (see Note 13 of the "Notes to Condensed Consolidated Financial
Statements") means operating income plus depreciationfor five geographic areas: North Latin American Division (or
NOLAD), Colombia, Venezuela, Brazil and amortization and operating noncash facilities reorganization and other
charges. Because COP could be calculated differently by other companies, the presentation herein may not be comparable to other similarly titled measures
of other companies. COP is not intended to represent and should not be
considered more meaningful than, or as an alternative to, measures of
operating performance as determined in accordance with accounting principles
generally acceptedcorporate operations in the United
StatesStates. NOLAD consists of America.Panamco's operations in Mexico and in the Central
American countries of Guatemala, Nicaragua, Costa Rica and Panama.
CRITICAL ACCOUNTING POLICIES
We have made no significant changes in accounting policies from those
reflected in the Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
RELATED PARTY TRANSACTIONS WITH THE COCA-COLA COMPANY
Coca-Cola is our largest shareholder and owns approximately 25% of our
outstanding Class A Common Stock, 25% of our outstanding Class B Common Stock
and all of our outstanding Series C Preferred Stock. Two members of our board
of directors are designees of Coca-Cola. See the Company's Annual Report on
Form 10-K for the year ended December 31, 2002 for further discussion of our
relationship with Coca-Cola.
15
FORWARD-LOOKING STATEMENTS
The nature of our operations and the environment in which we operate
subject us to changing economic, competitive, regulatory and technological
conditions, risks and uncertainties. In connection with the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, we note
the following facts that, among others, could cause future results to differ
materially from the forward-looking statements, expectations and assumptions
expressed or implied in this document:
Forward-looking statements contained in this document include the
amount of future capital expenditures and the possible uses of proceeds from
any future borrowings. The words believes, intends, expects, anticipates,
projects, estimates, predicts,"believes", "intends", "expects",
"anticipates", "projects", "estimates", "predicts", and similar expressions
are also intended to identify forward-looking statements. Such statements,
estimates, and projections reflect various assumptions by our management,
concerning anticipated results and are subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond our control. Factors that could cause results to differ include, but
are not limited to, changes in the soft drink business environment including(including
actions of competitors and changes in consumer preference,preference), changes in the
economic and political environment of Venezuela, changes in governmental laws
and regulations including(including income taxes,and excise taxes), market demand for new and
existing products, raw material prices, and devaluation of local currencies
against the U.S. dollar. Accordingly, wedollar and the ability to consummate the proposed merger
transaction with Coca-Cola FEMSA. A discussion of certain of the factors that
could cause actual results to differ is set forth in our Registration
Statement on Form S-8, dated July 23, 2001 (File no. 333-65652). These and
other factors are also discussed in "Item 7. -- Management's Discussion and
Analysis of Financial Condition and Results of Operations" and in "Item 1.
Business" of our Annual Report on Form 10-K for the year ended December 31,
2002. We cannot assure you that such statements, estimates and projections
will be realized. The forecasts and actual results will likely vary and those
variations may be material. We make no representation or warranty as to the
accuracy or completeness of such statements, estimates or projections
contained in this document or that any forecast contained herein will be
achieved. Additional information concerning
such factors is contained in our Registration StatementWe caution readers not to place undue reliance on Form S-8these
forward-looking statements. These statements speak only as filed
with the Securities Exchange Commission ("SEC") on July 23, 2001,of their dates, and
the
Company's Annual Report on Form 10-K for the year ended December 31, 2001 as
well as other documents filed with the SEC, allwe undertake no obligations to update or revise any of which are available from
the SEC.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
In the ordinary course of business, we have made a number of estimates
and assumptions relating to the reporting of results of operations and
financial position in the preparation of our financial statements in
20
conformity with accounting principles generally accepted in the United States
of America. Actual results could differ significantly from those estimates
under different assumptions and conditions. We have included in our Annual
Report on Form 10-K for the year ended December 31, 2001 a discussion of our
most critical accounting policies, which are those that are most important to
the portrayal of our financial condition and results of operations and require
management's most difficult, subjective and complex judgments, oftenthem, whether as a
result of the need to make estimates about the effect of matters that are
inherently uncertain. Except for our adoption of EITF No. 01-9, "Accounting
for Consideration Given by a Vendor to a Customer (including a Reseller of the
Vendor's Products)," and SFAS No. 142, "Goodwill and Other Intangible Assets,"
as described in Note 2 of "Notes to Condensed Consolidated Financial
Statements," we have not made any changes in any of these critical accounting
policies during the first nine months of 2002, nor have we made any material
changes in any of the critical accounting estimates underlying these
accounting policies during the first nine months of 2002.
NEW ACCOUNTING PRONOUNCEMENTS
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exitnew information, future events or Disposal Activities". SFAS No. 146 requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operations, plant closing, or other exit or disposal activities.
SFAS No. 146 is effective for exit or disposal activities initiated after
December 31, 2002.
In April 2002, the FASB issued SFAS No. 145, "Rescission of the FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 145 eliminates the requirement to classify gains and
losses from the extinguishment of indebtedness as extraordinary, requires
certain lease modifications to be treated the same as a sale-leaseback
transaction, and makes other non-substantive technical corrections to existing
pronouncements. SFAS No. 145 is effective for fiscal years beginning after May
15, 2002, with earlier adoption encouraged. We are currently assessing but
have not yet determined the impact of SFAS No.145 on our financial position
and results of operations and, as such, we are unable to disclose the impact
that adopting this statement will have on our financial position and results
of operations.
THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001
Net sales for the third quarter ended September 30, 2002 decreased 11.0%
to $563.7 million from $633.3 million in the third quarter of 2001. Net sales
was positively impacted by strong volume growth, of 4.5%, in NOLAD, but
currency weakness in Mexico, Brazil and, particularly, Venezuela, negatively
impacted net sales for the quarter.
The following comparison of Panamco's third quarter 2002 and 2001
consolidated results of operations excludes the effect of facilities
reorganization and other charges, during the third quarter of 2002, amounting
to $82.7 million, net of the related tax benefit of $15.7 million. See Note 4
of "Notes to Condensed Consolidated Financial Statements" for further
discussion on Panamco's facilities reorganization and other charges.
Cost of sales as a percentage of net sales increased to 51.8% during the
third quarter of 2002 from 48.9% in the 2001 period. This increase was mainly
the result of an increase in the cost of raw materials and packaging
throughout most operations, especially in Venezuela where the devaluation of
the Venezuelan Bolivar resulted in more costly U.S. dollar-denominated raw
materials purchases, as well as a continuous change in product mix towards
more one-way presentations for Panamco as a whole, which yield lower profit
margins on a percentage basis, when compared to returnables.
21
Cost of goods sold was also affected in the third quarter of 2002 by the
introduction, in the beginning of the year, of an excise tax in Mexico of 20%
on fructose-based soft drinks and on carbonated water, which resulted in
Panamco incurring additional costs resulting from the price differential
between sugar and high fructose syrup, as we stopped using fructose, and the
tax on sales of carbonated water. In March 2002, this tax was suspended until
September 30, 2002, but reinstated by a decision of the Mexican Supreme Court
in July 2002. Panamco has initiated legal proceedings to seek a refund of the
amounts already paid during the first and fourth quarters.
Gross profit as a percentage of net sales decreased to 48.2% during the
third quarter of 2002 from 51.1% in the third quarter of 2001, mainly the
result of a higher cost of raw materials and the aforementioned change in
product mix.
Panamco Venezuela incurred an operating loss of approximately $15.8
million during the third quarter of 2002, primarily due to a) Venezuela's
macroeconomic, political and social environments, which continued to
deteriorate with the currency devaluing approximately 90%, on an average, from
a year ago and consumers continuing to lose purchasing power, b) Panamco's
policy of matching our competitor's aggressive pricing, and 3) packaging
materials and sugar, which are dollar denominated costs, which increased
significantly against a base of local currency denominated revenues. Panamco
Venezuela continues to strengthen its partnership with The Coca-Cola Company,
jointly focusing on renewed advertising, retail execution, and channel
marketplace investments. Continued macroeconomic weakness and further
devaluation of the Venezuelan bolivar (in excess of the rate of inflation) are
expected to continue for the remainder of 2002 into 2003.
Operating expenses as a percentage of net sales increased slightly to
40.3% during the third quarter of 2002 from 39.0% in the 2001 period, due
mainly to the impact of a larger decrease in net sales when compared to the
decrease in operating expenses. For the three months ended September 30, 2002,
operating expenses totalled $226.9 million compared to $247.3 million for the
same period in 2001. The decrease in operating expenses is due in part to
lower goodwill amortization totalling $6.6 million as a result of adopting
SFAS No. 142, "Goodwill and Other Intangible Assets" as well as a 9.5%
reduction in depreciation expense, primarily the result of lower property,
plant and equipment balances.
Operating income decreased 41.4% to $44.8 million during the third
quarter of 2002 from $76.3 million in the 2001 period. Operating income during
the quarter was negatively impacted by higher raw material costs, mainly as a
result of currency devaluation, particularly in Mexico and Venezuela, a change
in product mix towards more one-way presentations for Panamco as a whole,
which yield lower profit margins, on a percentage basis, compared to
returnables and the impact of currency devaluation in Venezuela on net sales.
Cash operating profit decreased 32.0% to $91.6 million in 2002 from $134.6
million in the third quarter of 2001.
Net interest expense decreased 5.2% to $19.1 million during the third
quarter of 2002 from $20.2 million in the 2001 period, mainly resulting from
the combination of a 16.7% reduction in gross interest expense to $20.2
million from $24.2 million a year ago, which was partially offset by a 74.0%
reduction in interest income. The reduction in gross interest expense is the
result of a $76.8 million reduction in gross debt on a year over year basis as
well as a reduction of the interest rates applicable to certain of the
Company's variable rate debt.
Other expense, net increased to $12.9 million during the third quarter of
2002 from an expense of $3.5 million in the 2001 period, primarily the result
of a $5.0 million unrealized loss on derivative instruments, and a $3.5
million charge related to an emergency national security tax, equal to 1.2% of
liquid assets, instituted by the Colombian government during the third
quarter.
The consolidated effective income tax rate increased to 111.5% during the
third quarter of 2002 from 39.4% in the 2001 period, resulting from losses
generated in jurisdictions, primarily Venezuela, where existing net operating
loss carryforwards preclude recognition of additional tax benefits.
22
As a result of the foregoing, Panamco recorded a net loss of $2.0 million
during the third quarter of 2002, or ($0.02) per basic and diluted share, and
including facilities reorganization and other charges, a net loss of $84.7
million, or ($0.71) per basic and diluted share, compared to net income of
$30.1 million, or $0.24 per basic and diluted share during the 2001 period.
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2001
Net sales for the nine months ended September 30, 2002 decreased 6.8% to
$1,811.4 million from $1,944.3 million in the first nine months of 2001. Net
sales was negatively impacted by consolidated volume decline of 1.3%, which
was offset by strong volume growth of 5.9% in NOLAD. However, currency
weakness in Brazil and, particularly, Venezuela, as well as declining industry
volumes in Venezuela and Colombia negatively impacted net sales.
The following comparison of Panamco's first nine months of 2002 and 2001
consolidated results of operations excludes the effect of facilities
reorganization and other charges during the first nine months of 2002
amounting to $45.4 million, net of the related tax benefit of $18.3 million.
See Note 4 of "Notes to Condensed Consolidated Financial Statements" for
further discussion on Panamco's facilities reorganization and other charges.
Cost of sales as a percentage of net sales increased to 50.2% during the
first nine months of 2002 from 48.6% in the 2001 period. This increase was
mainly the result of an increase in the cost of raw materials and packaging
throughout most operations, especially in Venezuela where the devaluation of
the Venezuelan bolivar resulted in more costly U.S. dollar-denominated raw
materials purchases, as well as a continuous change in product mix towards
more one-way presentations for Panamco as a whole, which yield lower profit
margins on a percentage basis, compared to returnables.
Cost of goods sold was also affected during the first nine months of 2002
by the introduction, in the beginning of the year, of an excise tax in Mexico
of 20% on fructose-based soft drinks and on carbonated water, which resulted
in Panamco incurring additional costs resulting from the price differential
between sugar and high fructose syrup, as we stopped using fructose, and the
tax on sales of carbonated water. In March 2002, this tax was suspended until
September 30, 2002, but reinstated by a decision of the Mexican Supreme Court
in July 2002. Panamco has initiated legal proceedings to seek a refund of the
amounts already paid during the first and fourth quarters of 2002.
Gross profit as a percentage of net sales decreased to 49.8% during the
first nine months of 2002 from 51.4% in the 2001 period, mainly the result of
a higher cost of raw materials and packaging and the change in product mix.
During the first nine months of 2002, Venezuela's macroeconomic,
political and social environments continued to deteriorate, with the currency
devaluing approximately 94% for the nine months and consumers continuing to
lose purchasing power. This, together with non-competitive pricing, resulted
in an operating loss for Panamco Venezuela totalling $18.4 million. Moreover,
both packaging materials and sugar are dollar denominated costs, which
increased significantly against a base of local currency denominated revenues.
Panamco Venezuela continues to strengthen its partnership with The Coca-Cola
Company, jointly focusing on renewed advertising, retail execution, and
channel marketplace investments. Continued macroeconomic weakness and further
devaluation of the Venezuelan bolivar (in excess of the rate of inflation) are
expected to continue for the remainder of 2002 into 2003.
Operating expenses as a percentage of net sales decreased to 39.8% during
the nine months ended September 30, 2002 from 40.1% in the 2001 period, mainly
due to the impact of the decrease in net sales offset by decreases in
operating expenses. For the nine months ended September 30, 2002, operating
expenses totalled $720.3 million compared to $779.6 million for the comparable
2001 period. The decrease in operating expenses is due in part to lower
goodwill amortization, totalling $19.9 million, as a result of adopting SFAS
No. 142,
23
"Goodwill and Other Intangible Assets" as well as a 13.2% reduction in
depreciation expense, primarily the result of lower property, plant and
equipment balances.
Operating income decreased 17.8% to $181.3 million during the first nine
months of 2002 from $220.5 million in the 2001 period. Operating income during
the first nine months of 2002 was negatively impacted by higher raw material
costs, mainly as a result of currency devaluation, particularly in Mexico and
Venezuela, and a change in product mix towards more one-way presentations for
Panamco as a whole, which yield lower profit margins on a percentage basis,
compared to returnables. Cash operating profit decreased 20.0% to $321.2
million in 2002 from $401.6 million in the 2001 period.
Net interest expense decreased 10.9% to $60.1 million during the first
nine months of 2002 from $67.5 million in the 2001 period, mainly resulting
from the combination of a 23.6% reduction in gross interest expense to $65.2
million from $85.3 million a year ago, which was partially offset by a 71.7%
reduction in interest income. The reduction in gross interest expense is the
result of a $76.8 million reduction in gross debt on a year over year basis as
well as a reduction of the interest rate applicable to certain of the
Company's variable rate debt.
Other expense decreased to $5.8 million during the first nine months of
2002 from an expense of $7.5 million in the 2001 period, primarily the result
of a $16.7 million increase in foreign exchange gains mainly in Brazil, and a
decrease in contingency provisions of $2.0 million, offset by a $8.0 million
unrealized loss related to derivative instruments, a $5.3 million decline in
gains from property, plant and equipment sales primarily related to sales of
land in Venezuela during 2001, and $3.5 million related to an emergency
national security tax, equal to 1.2% of liquid assets, instituted by the
Colombian government during the third quarter.
The consolidated effective income tax rate increased to 44.4% during the
first nine months of 2002 from 33.8% in the 2001 period, primarily the result
of a higher proportion of earnings being generated in countries where net
operating losses carried forward are not available.
As a result of the foregoing, Panamco recorded net income of $61.1
million during the first nine months of 2002, or $0.51 per basic and $0.50 per
diluted share, and including facilities reorganization and other charges, net
income of $15.7 million or $0.13 per basic and diluted share, compared to net
income of $91.7 million, or $0.72 per basic and diluted share during the 2001
period.
FACILITIES REORGANIZATION AND OTHER CHARGES
During 2000, we implemented company-wide reorganization programs designed
to improve productivity and strengthen our competitive position in the
beverage industry. As of June 30, 2002, approximately 7,700 employees were
terminated by Panamco relating to the reorganization programs implemented
during 2000. As of June 30, 2002, the reorganization programs have been
completed and all remaining balances related to accrued facilities
reorganization costs totalling $4.2 million, which includes $1.1 million in
cash items and $3.1 million in noncash items were reversed into operating
income and reflected as Facilities reorganization and other charges in
Panamco's condensed consolidated statements of operations.otherwise.
ITEMS THAT AFFECT HISTORICAL OR FUTURE COMPARABILITY
SALE OF OUR 12.1% EQUITY STAKE IN CERVEJARIAS KAISER, S.A. ("KAISER")
During the first quarter of 2002, we recorded a gain on the sale of our
12.1% equity stake in Cervejarias Kaiser S.A. ("Kaiser") as part of a larger transaction in which Molson,
Inc. ("Molson") acquired Kaiser, and entered into a partnership with Heineken.
The sale generated proceeds which includesfor Panamco of $55.1 million and an $18.9 million
interest of $18.2 million in Molson stock ($20.8 million at March 31, 2003). The interest in
the Molson stock is recorded as an investment (theinvestment. The Molson stock receivedis subject to
a two-year contractual restriction on sale that expires on March 19, 2004,
pursuant to an agreement with Molson entered into at the time of acquisition
of Kaiser by Molson. The two-year restriction can only be shortened in the
case of a change in control of Molson, transfer of substantially all of the
assets of Molson, or any material inaccuracy in Molson's representations and
warranties contained in the Kaiser cannot be sold forpurchase agreement. As of March 31, 2003,
no events have occurred which have decreased the original restriction period.
However, as the initial two-year contractual restriction with respect to the
sale of the Molson shares is now less than one year, the Company has applied
mark-to-market accounting to its investment in Molson and has recorded an
unrealized gain on the Molson shares of approximately $8.1 million as a
periodcomponent of two years).comprehensive (loss) income. This saletransaction resulted in a gain
of $48.6 million in the first quarter of 2002, which iswas included as part of
Other income (expense), net in Panamco'sthe condensed consolidated statementsstatement of
operations. Panamco will continue to distribute Kaiser products in its
franchise areas in Brazil and the acquisition of Kaiser willis not expected to
impact this distribution agreement.
FACILITIES REORGANIZATION AND OTHER CHARGES
During the thirdfirst quarter of 2002, we recorded $98.4 million of facilities reorganization
and other charges totaling $16.6 million ($82.712.9 million net of tax benefits)
resulting primarily from the deterioration,
of macroeconomic
24
conditions in some of the countries, primarily in Venezuela, in which Panamco
operates. These$11.6 million were cash charges consist of $14.4and $5.0 million of severance charges
throughout our operations, $69.1 million of asset write-offs and impairment
charges primarily in our Venezuelan operations and $14.9 million related to
obsolete machinery and discontinued product components. As of September 30,
2002, approximately 1,200 of the 2,100 employees have been terminated by
Panamco resulting in severance payments totalling $16.9 million.
The following table shows a summary of facilities reorganization and
other charges recorded in the condensed consolidated financial statements for
the following periods:
2002
-----------------------------------------------------------------
THIRD SECOND FIRST
TOTAL QUARTER QUARTER QUARTER
------------ ------------ -------------- -------------
Cost of sales $ 3,221 a) $ 3,221 $ - $ -
Selling, general and administrative 2,476 b) 2,476 - -
Facilities reorganization and other charges 20,562 c) 14,384 399 5,779
------------ ------------ -------------- -------------
Total cash charges 26,259 20,081 399 5,779
Facilities reorganization and other
charges (benefits) 16,908 d) 18,031 (3,146) 2,023
Depreciation and amortization 51,097 e) 51,097 - -
------------ ------------ -------------- -------------
Total noncash charges (benefits) 68,005 69,128 (3,146) 2,023
Total operating charges (benefits) 94,264 89,209 (2,747) 7,802
------------ ------------ -------------- -------------
Included in Other income (expense), net:
Nonoperating charges (benefits) (30,635)f) 9,209 - (39,844)
------------ ------------ -------------- -------------
Gross charges (benefits), net 63,629 98,418 (2,747) (32,042)
Tax provision (benefit) (18,250) (15,704) 1,122 (3,668)
------------ ------------ -------------- -------------
Net charges (benefits), net $ 45,379 $ 82,714 $ (1,625) $ (35,710)
============ ============ ============== =============
a) Cost of sales charges relate to the write-off of raw materials
inventory totalling $0.6 million and obsolete spare parts for
production machinery totalling $2.6 million.
b) Selling, general and administrative charges relate to the
write-off of obsolete promotional materials totalling $0.3
million, obsolete spare parts totalling $1.0 million and
miscellaneous administrative expenses totalling $1.2 million.
c)were noncash
charges. The cash facilities reorganization and other charges relaterelated primarily to severance chargespayments for the
termination of approximately 2,100600 employees in Mexico and Venezuela and Colombia totalling $25.0
million, offset by excise tax benefits obtained in Brazil
totalling $3.4 million, and the reversal into income of accrued
facilities reorganization costs related to cash items totalling
$1.1 million.
d) The noncash facilities reorganization and other charges
(benefits) relate to plant closings and related disposal of
property, plant and equipment in Venezuela and Mexico totalling
$7.9 million and $4.1 million, respectively, the loss on sale
of unproductive assets in Venezuela totalling $8.0 million,
offset by the reversal into income of accrued facilities
reorganization costs related to noncash items totalling $3.1
million.
e) Depreciation and amortization charges relate to the write-off
of obsolete property, plant and equipment in Mexico, Venezuela
and Colombia totalling $43.8 million, of which approximately
83% occurred in Venezuela, 11% in Mexico and 6% in Colombia and
the write-off of bottles and cases in Mexico, Venezuela and
Colombia totalling $7.3 million, of which approximately 76%
occurred in Venezuela, 18% in Mexico and 6% in Colombia.
f) The nonoperating charges (benefits) relate to the gain
totalling $48.6 million on the sale of Kaiser, offset by the
loss on disposal of nonoperating property, plant and equipment,
mostly in Venezuela, totalling $4.4 million, the sale, at a
loss totalling $3.0 million, of the corporate airplane to a
related party, the loss on disposal of investments, mostly in
Colombia, totalling $1.4 million, a provision for
25
labor contingencies totalling $0.9 million, and the
payment of excise taxes totalling $5.8 million on soft drink inventories containing high fructose
corn syrup in Mexico duringMexico. The noncash charges related primarily to the first
quarterclosure of
plants in Venezuela and to the accrualsale, at a loss, of $2.5the our corporate airplane
to a related party. Approximately $5.8 million of these charges are
16
included in the third quarter.
The paymentcost of the excise taxes resulted from a law that was
suspended shortly after it was initiated, but subsequently
reinstated effective July 15, 2002. Panamco has initiated legal
proceedings to seek a refundsales caption of the amounts already paid during
the first and fourth quartersour 2002 condensed consolidated
statement of 2002.
As a resultoperations, $7.8 million of the above, Panamco's income for the nine months ended
September 30, 2002 was impacted bythese charges are included in the
facilities reorganization and other charges totalling $45.4caption of our 2002 condensed
consolidated statement of operations and the remaining $3.0 million of these
charges are included in the other income (expense) caption of our 2002
condensed consolidated statement of operations.
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002
Net sales for the first quarter ended March 31, 2003 decreased 18.8%
to $507.0 million from $624.3 million in the 2002 first quarter. Net sales
were negatively impacted by a consolidated unit case sales decrease of 5.0%
compared to the 2002 period, and the prolonged effect of a nationwide strike
in Venezuela during the first quarter, which resulted in a unit case sales
decrease of 31.9% and a decrease of 46.5% in net sales for our Venezuelan
operation.
Cost of sales as a percentage of net sales increased to 52.7% during
the first quarter of 2003 from 50.5% in the 2002 period. This increase was
impacted by increases in raw materials and packaging costs, which could not be
fully offset by price increases.
Operating expenses as a percentage of net sales increased to 42.0%
during the first quarter of 2003 from 40.7% in the 2002 period, mainly due to
only a 16.2% decline in operating expenses, which was lower than the 18.8%
contraction experienced in net sales. Panamco did not record any facilities
reorganization and other charges during the first quarter of 2003 compared to
$7.8 million of these charges in the first quarter of 2002.
Operating income decreased 51.0% to $27.1 million during the first
quarter of 2003 from $55.3 million in the 2002 period, mainly due to the
decline in net sales of 18.8% and the increase in cost of sales resulting from
the aforementioned increases in dollar denominated raw materials.
Net interest expense decreased 11.8% to $17.5 million during the
first quarter of 2003 from $19.9 million in the 2002 period, mainly resulting
from a decrease in interest rates applicable to Panamco's debt portfolio when
compared to the 2002 period. In addition, the Company's net debt at March 31,
2003 decreased approximately 6.9% when compared to the 2002 period.
Other expense, net totalled $3.4 million during the first quarter of
2003 compared to other income, net of $51.2 million in the related2002 period. The
$54.6 million year over year difference is primarily the result of the $48.6
million gain from the sale of Kaiser in 2002, the recording of a $0.1 million
foreign exchange loss in 2003, compared to a $0.8 million gain in 2002, the
recognition of a $3.0 million loss on the sale of our corporate airplane in
2002, and a decrease in gains recognized on sales of property, plant and
equipment of $1.1 million.
The consolidated effective income tax rate increased to 236.1% during
the first quarter of 2003 from 20.1% in the 2002 period. The elevated
effective income tax rate is not a normal occurrence and was caused by the
inability to recognize a tax benefit for losses incurred by the Venezuelan
subsidiary and the fact that our operations in Mexico and Central America are
located in fully tax-paying countries.
As a result of $18.3
million.the foregoing, Panamco recorded a net loss of $9.3
million during the first quarter of 2003, or $0.08 per basic and diluted
share, compared to net income of $68.2 million, or $0.56 per basic and diluted
share, during the 2002 period.
17
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased $78.3$3.4 million during the first
ninethree months of 2002 from net cash transactions.2003. Our primary sources of cash for the first nine monthsquarter of
20022003 were proceedscash from saleoperations of investments (sale of
Kaiser) totalling $49.1$51.6 million and net proceeds from bank loans
totalling $70.5
million and proceeds from the sale of property, plant and equipment totalling
$13.1totaling $189.1 million. Our primary uses of cash for the first nine monthsquarter of
20022003 were the payment of bank loans and other long-term obligations totalling $96.1totaling
$59.3 million, capital expenditures totalling $82.3 million, which includes the
termination of operating leases throughout the Company's operations totalling
$22.0 million, share repurchases totalling $34.7 million, net of issuance of
shares related to employee options exercised totalling $2.0totaling $19.6 million, purchase of bottles
and cases totalling $27.9totaling $9.2 million, an increase in restricted cash of $150.0
million and payment of shareholder dividends totalling $22.0totaling $7.3 million. Cash flow provided by operating activities
was $71.6 million for the first nine months of 2002 compared to $240.9 million
in the same period a year ago, mainly due to a negative working capital of
$375.0 million as of September 30, 2002, a 122.1% increase compared to a
negative working capital of $168.9 million as of December 31, 2001. This
increase is primarily the result of a $223.6 increase in current portion of
long-term obligations due to a reclassification from long-term obligations to
current portion, offset by a decrease in bank loans totalling $10.1 million. A
working capital deficiency is not unusual for us and does not indicate a lack
of liquidity. We continue to maintain adequate current assets to satisfy
current liabilities when they are due and have sufficient liquidity and
financial resources to manage our day-to-day cash needs.
Total consolidated indebtedness, decreasedor gross debt, increased to $912.9$1,028.7
million at September
30, 2002,March 31, 2003, from $970.2$891.9 million at the end of 2001,2002, consisting
of $590.8$710.5 million at the holding company level and $322.1$318.2 million of
subsidiary indebtedness. OfThe increase in gross debt is primarily the totalresult of
the bridge loan entered into by Panamco, as discussed in Note 12 to the
condensed consolidated financial statements. Net debt 64.5% is long-term. Our U.S. dollar-denominated debt increaseddecreased to 74.3%$813.1
million at September 30, 2002March 31, 2003 from 67.5%$822.8 million at the end of 2001.
There has been no significant change in our contractual obligations
during2002 primarily as
a result of the nine months ended September 30,repayment of $50.0 million outstanding at December 31, 2002
other thanrelated to the terminationbridge loan used to acquire Coca-Cola Panama offset by assumed
net debt of operating leases throughout Panamco's operations totalling $22.0Coca-Cola Panama totaling $10.2 million and the debt incurred in relation to the Panama acquisition totalling $60.0 million
(see Note 11 of "Notes to condensed consolidated financial statements"). For a
discussion of our contractual obligations, refer to Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Notes to Consolidated Financial Statements", contained in our Form 10-K for
the year ended December 31, 2001.
We have authorized a total of $40.0 million for repurchases under Panamco's
2002 Share Repurchase Program. During the third quarter of 2002, we
repurchased 1,111,300 shares for a total amount of $13.8 million (including
commissions) under Panamco's 2002 Share Repurchase Program with the total
amount of shares repurchased under the 2002 Share Repurchase Program totalling
2,468,600 for a total amount of $36.8 million (including commissions).
During the first nine months of 2002, Panamco recorded a gain on the sale
of its 12.1% equity stake in Kaiser as part of a larger transaction in which
Molson, Inc. acquired Kaiser andadditional short-term
bank loans entered into a partnership with Heineken. The
sale generated proceeds, which include an interest of $18.2 million in Molson
stock recorded as
26
an investment. We will continue to distribute Kaiser products inby our franchise
areas in BrazilMexican and the acquisition of Kaiser will not impact this
distribution agreement.
Loans totalling $1.2 million to our former Chairman and Chief Executive
Officer became due upon his termination in September 2002. Such loans were
repaid in full in September 2002.Corporate subsidiaries.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change in our exposure to market risk
during the three months ended September 30, 2002.March 31, 2003. For a discussion of our exposure
to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures
about Market Risk, contained in our Form 10-K for the year ended December 31,
2001.2002.
ITEM 4. CONTROLS AND PROCEDURES
Panamco's Chief Executive Officer and Chief Financial Officer
(collectively, the "Certifying Officers") are responsible for establishing and
maintaining disclosure controls and procedures for Panamco. Such officers have
concluded (based upon their evaluation of these controls and procedures as of
a date within 90 days of the filing of this report) that Panamco's disclosure
controls and procedures are effective to ensure that information required to
be disclosed about Panamco in this report is accumulated and communicated to
Panamco's management, including its principal executive officers as
appropriate, to allow timely decisions regarding required disclosure.
The Certifying Officers also have indicated that there were no
significant changes in Panamco's internal controls or other factors that could
significantly affect such controls subsequent to the date of their evaluation,
and there were no corrective actions with regard to significant deficiencies
and material weaknesses.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Legal Proceedings information is addressed in Item 3 of our Form 10-K
for the year ended December 31, 2001. With respect to the Alien Tort Claims Act
litigation in Colombia, the pending ruling on our motion to dismiss is not
expected until 2003.2002. There has been no other material change to
that information required to be disclosed in this Quarterly Report on Form
10-Q.10-Q except with respect to the litigation brought under the Alien Tort Claim
Act by a labor union and several individuals from the Republic of Colombia in
the U.S. District Court for the Southern District of Florida (the "Court").
The Court issued an order (the "Order") on March 28, 2003 with respect to the
defendants' motion to dismiss. By this Order, the Court dismissed the
plaintiffs' claim under RICO and dismissed The Coca-Cola Company from the
lawsuit. The Order discussing subject matter jurisdiction is not clear as how
it affects
18
Panamerican Beverages, Inc., Panamco LLC and Panamco Colombia, S.A., and thus
a motion for clarification has been filed and is pending with the Court. As
for the Court's personal jurisdiction over Panamco Colombia, S.A., the Court
is allowing the plaintiffs to take limited jurisdictional discovery so that
the personal jurisdiction issue can be decided at a hearing scheduled for
May 30, 2003.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
27
ITEM 5. OTHER INFORMATION
Effective October 7, 2002, Annette Franqui was appointed Chief Financial
Officer of the Company to succeed Mario Gonzalez Padilla who left Panamco to
pursue other interests.None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits:
----------------
10.1 US$150 million Credit Agreement entered by and among Panamerican
Beverages, Inc. as borrower, ING Capital LLC as administrative
agent, and the banks listed therein as lenders, dated as of
March 24, 2003.
10.2 US$10 million Credit Agreement entered by and among Panamerican
Beverages, Inc. as borrower, and Banco Santander Central
Hispano, S.A., as lender, dated as of February 28, 2003.
10.3 Amendment to the Trademark License Agreement entered by and
among Administracion de Marcas S.A. de C.V., as proprietor, and
The Coca-Cola Export Corporation Mexico branch, as licensee,
dated as of December 1, 2002.
10.4 Trademark License Agreement entered by and among Panamerican
Beverages S.A. de C.V., as proprietor, and Panamco Bajio S.A. de
C.V., as licensee, dated as of January 1, 2003.
10.5 Trademark License Agreement entered by and among Panamerican
Beverages S.A. de C.V., as proprietor, and Panamco Golfo S.A. de
C.V., as licensee, dated as of January 1, 2003.
10.6 Trademark Sub-License Agreement entered by and among Panamco
Golfo S.A. de C.V., as licensor, and The Coca-Cola Company, as
licensee, dated as of January 4, 2003.
10.7 Trademark Sub-License Agreement entered by and among Panamco
Bajio S.A. de C.V., as licensor, and The Coca-Cola Company, as
licensee, dated as of January 4, 2003.
10.8 Promotion and Non-Compete Agreement entered by and among The
Coca-Cola Export Corporation Mexico branch and Panamco Bajio
S.A. de C.V., dated as of March 11, 2003.
10.9 Promotion and Non-Compete Agreement entered by and among The
Coca-Cola Export Corporation Mexico branch and Panamco Golfo
S.A. de C.V., dated as of March 11, 2003.
10.10 Non-Compete Agreement entered by and among Panamerican Beverages
S.A. de C.V. and Panamco Bajio S.A. de C.V., dated as of March
12, 2003.
10.11 Non-Compete Agreement entered by and among Panamerican Beverages
S.A. de C.V. and Panamco Golfo S.A. de C.V., dated as of March
12, 2003.
10.12 Termination Agreement entered by and among Panamerican Beverages
S.A. de C.V. and Panamco Bajio S.A. de C.V., dated as of March
12, 2003.
10.13 Termination Agreement entered by and among Panamerican Beverages
S.A. de C.V. and Panamco Golfo S.A. de C.V., dated as of March
12, 2003.
10.14 Memorandum of Understanding by and among Panamerican Beverages
S.A. de C.V., as seller, and The Coca-Cola Company, as buyer,
dated as of March 11, 2003.
10.15 US$ 50 million Promissory Note granted by Panamerican Beverages
Inc., as borrower, to Panamerican Beverages S.A. de C.V., as
lender, dated as of March 18, 2003.
10.16 Stock Purchase Agreement entered by and among CA Beverages,
Inc., as seller, and Inter-American Financial Corporation, as
buyer, dated as of March 18, 2003.
99.1 -- Certificate of the Chief Executive Officer and President of
Panamerican Beverages, Inc. pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 -- Certificate of the Chief Financial Officer of Panamerican
Beverages, Inc. pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(b) Reports on Forms 8-K:
---------------------
During the third quarter of 2002, the--------------------
The Company fileddid not file any reports on Form 8-K dated August 14, 2002 with respect to "Item 9. Regulation FD
Disclosure," and August 30, 2002 with respect to "Item 5. Other
Events."
28during the three months
ended March 31, 2003.
19
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.
November 7, 2002May 5, 2003 PANAMERICAN BEVERAGES, INC.
(REGISTRANT)
By: /s/ Annette Franqui
-----------------------------------------------------
Annette Franqui
Vice President, Chief Financial
Officer and Treasurer
(On behalf of the Registrant and as
Chief Accounting Officer)
2920
CERTIFICATIONS
I, Craig Jung, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Panamerican
Beverages, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing
the equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: November 7, 2002May 5, 2003
/s/ Craig Jung
------------------------------
Craig Jung
Chief Executive Officer
3021
I, Annette Franqui, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Panamerican
Beverages, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing
the equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: November 7, 2002May 5, 2003
/s/ Annette Franqui
------------------------------------------
Annette Franqui
Chief Financial Officer
3122