UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 1995
Commission File Number 0-9286
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of registrant as specified in its charter)
Delaware 56-0950585
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1900 Rexford Road, Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)
(704) 551-4400
(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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at May 5, 1995
Common Stock, $1 Par Value 7,958,059
Class B Common Stock, $1 Par Value 1,336,362
PART I - FINANCIAL INFORMATION
Item l. Financial Statements.
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)
April 2, Jan. 1, April 3,
1995 1995 1994
ASSETS
Current Assets:
Cash $ 2,139 $1,812 $ 2,686
Accounts receivable, trade,
less allowance for doubtful
accounts of $402, $400 and $417 8,923 7,756 11,438
Accounts receivable from The
Coca-Cola Company 6,582 4,514 7,325
Due from Piedmont Coca-Cola Bottling
Partnership 188 1,383 4,737
Accounts receivable, other 5,096 7,232 7,108
Inventories 31,884 31,871 31,823
Prepaid expenses and other current assets 5,239 5,054 4,053
Total current assets 60,051 59,622 69,170
Property, plant and equipment, less
accumulated depreciation of $143,635,
$141,419 and $137,137 185,997 185,633 170,385
Investment in Piedmont Coca-Cola
Bottling Partnership 66,930 67,729 67,754
Other assets 24,055 23,394 21,277
Identifiable intangible assets, less
accumulated amortization of $78,134,
$75,667 and $68,267 255,384 257,851 265,251
Excess of cost over fair value of net
assets of businesses acquired, less
accumulated amortization of $22,262,
$21,689 and $19,971 69,357 69,930 71,648
Total $661,774 $664,159 $665,485
See Accompanying Notes to Consolidated Financial Statements
LIABILITIES AND SHAREHOLDERS' EQUITY
April 2, Jan. 1, April 3,
1995 1995 1994
Current Liabilities:
Portion of long-term debt payable
within one year $ 247 $ 300 $ 611
Accounts payable and accrued
liabilities 60,506 59,413 63,500
Accounts payable to The Coca-Cola
Company 4,638 2,930 4,366
Accrued compensation 2,118 4,246 2,881
Accrued interest payable 5,998 11,275 4,757
Total current liabilities 73,507 78,164 76,115
Deferred income taxes 90,862 89,531 79,511
Other liabilities 27,391 29,512 21,758
Long-term debt 436,400 432,971 461,497
Total liabilities 628,160 630,178 638,881
Shareholders' Equity:
Convertible Preferred Stock, $100 par value:
Authorized-50,000 shares; Issued-None
Nonconvertible Preferred Stock, $100 par value:
Authorized-50,000 shares; Issued-None
Preferred Stock, $.01 par value:
Authorized-20,000,000 shares; Issued-None
Common Stock, $1 par value:
Authorized-30,000,000 shares;
Issued-10,090,859 shares 10,090 10,090 10,090
Class B Common Stock, $1 par value:
Authorized-10,000,000 shares;
Issued-1,964,476 shares 1,965 1,965 1,965
Class C Common Stock, $1 par value:
Authorized-20,000,000 shares; Issued-None
Capital in excess of par value 127,704 130,028 136,998
Accumulated deficit (84,595) (86,552) (99,189)
Minimum pension liability adjustment (3,904) (3,904) (5,614)
51,260 51,627 44,250
Less-Treasury stock, at cost:
Common-2,132,800 shares 17,237 17,237 17,237
Class B Common-628,114 shares 409 409 409
Total shareholders' equity 33,614 33,981 26,604
Total $661,774 $664,159 $665,485
See Accompanying Notes to Consolidated Financial Statements
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Per Share Data)
First Quarter
1995 1994
Net sales (includes sales to Piedmont of
$16,682 and $20,564) $ 170,977 $ 163,817
Cost of products sold, excluding depreciation shown
below (includes $15,222 and $18,905 related to
sales to Piedmont) 98,903 97,484
Gross margin 72,074 66,333
Selling expenses 36,448 34,639
General and administrative expenses 13,493 12,659
Depreciation expense 6,386 5,773
Amortization of goodwill and intangibles 3,057 3,073
Income from operations 12,690 10,189
Interest expense 8,437 7,526
Other expense, net 964 14
Income before income taxes and effect of
accounting change 3,289 2,649
Federal and state income taxes 1,332 1,139
Income before effect of accounting change 1,957 1,510
Effect of accounting change (2,211)
Net income (loss) $ 1,957 $ (701)
Income (loss) per share:
Income before effect of accounting change $ .21 $ .16
Effect of accounting change (.24)
Net income (loss) $ .21 $ (.08)
Cash dividends per share:
Common Stock $ .25 $ .25
Class B Common Stock .25 .25
Weighted average number of Common and
Class B Common shares outstanding 9,294 9,294
See Accompanying Notes to Consolidated Financial Statements
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
In Thousands
Capital Minimum
Class B in Pension
Common Common Excess of Accumulated Liability Treasury
Stock Stock Par Value Deficit Adjustment Stock
Balance on
January 2, 1994 $10,090 $1,965 $139,322 $(98,488) $(5,614) $17,646
Net loss (701)
Cash dividends
declared:
Common (2,324)
Balance on
April 3, 1994 $10,090 $1,965 $136,998 $(99,189) $(5,614) $17,646
Balance on
January 1, 1995 $10,090 $1,965 $130,028 $(86,552) $(3,904) $17,646
Net income 1,957
Cash dividends
declared:
Common (2,324)
Balance on
April 2, 1995 $10,090 $1,965 $127,704 $(84,595) $(3,904) $17,646
See Accompanying Notes to Consolidated Financial Statements
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
In Thousands
First Quarter
1995 1994
Cash Flows from Operating Activities
Net income (loss) $ 1,957 $ (701)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Effect of accounting change 2,211
Depreciation expense 6,386 5,773
Amortization of goodwill and intangibles 3,057 3,073
Deferred income taxes 1,332 1,139
(Gains) losses on sale of property, plant and
equipment 507 (356)
Amortization of debt costs 114 114
Undistributed loss of Piedmont Coca-Cola Bottling
Partnership 799 646
Increase in current assets less current liabilities (4,759) (20,049)
Increase in other noncurrent assets (723) (1,305)
Decrease in other noncurrent liabilities (1,232) (238)
Other 2 125
Total adjustments 5,483 (8,867)
Net cash provided by (used in) operating activities 7,440 (9,568)
Cash Flows from Financing Activities
Proceeds from the issuance of long-term debt 3,434 27,166
Payments on long-term debt (5) (28)
Cash dividends paid (2,324) (2,324)
Other (960) (913)
Net cash provided by financing activities 145 23,901
Cash Flows from Investing Activities
Additions to property, plant and equipment (7,641) (14,681)
Proceeds from the sale of property, plant and equipment 383 1,772
Net cash used in investing activities (7,258) (12,909)
Net increase in cash 327 1,424
Cash at beginning of period 1,812 1,262
Cash at end of period $ 2,139 $ 2,686
See Accompanying Notes to Consolidated Financial Statements
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
1. Accounting Policies
The consolidated financial statements include the accounts of Coca-Cola
Bottling Co. Consolidated and its majority owned subsidiaries ("the
Company"). All significant intercompany accounts and transactions have
been eliminated.
The information contained in the financial statements is unaudited.
The statements reflect all adjustments which, in the opinion of
management, are necessary for a fair statement of the results for the
interim periods presented. Except for the accounting change discussed
in Note 2, all such adjustments are of a normal, recurring nature.
The accounting policies followed in the presentation of interim
financial results are the same as those followed on an annual basis.
These policies are presented in Note 1 to the consolidated financial
statements included in the Company's Annual Report on Form 10-K for the
year ended January 1, 1995 filed with the Securities and Exchange
Commission.
Certain prior year amounts have been reclassified to conform to current
year classifications.
2. Accounting Change
In November 1992, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits" ("SFAS 112"). SFAS 112
requires the accrual, during the years that employees render service,
of the expected cost of providing postemployment benefits if certain
criteria are met. The Company adopted the provisions of SFAS 112 in
the first quarter of 1994, effective January 3, 1994. As a result, the
Company recorded a one-time, after-tax charge of $2.2 million. This
charge appears within the caption "Effect of accounting change."
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
3. Summarized Income Statement Data of Piedmont Coca-Cola Bottling
Partnership
On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont
Coca-Cola Bottling Partnership ("Piedmont") to distribute and market
soft drink products primarily in portions of North Carolina and South
Carolina. The Company and The Coca-Cola Company, through their
respective subsidiaries, each beneficially own a 50% interest in
Piedmont. The Company provides a majority of the soft drink products
to Piedmont and receives a fee for managing the business of Piedmont
pursuant to a management agreement. Summarized income statement data
for Piedmont is as follows:
First Quarter
In Thousands 1995 1994
Net sales $45,688 $43,961
Gross margin 18,923 19,174
Income from operations 1,004 1,015
Net loss (1,598) (1,292)
4. Inventories
Inventories are summarized as follows:
April 2, Jan. 1, April 3,
In Thousands 1995 1995 1994
Finished products $18,708 $17,621 $20,203
Manufacturing materials 11,633 12,638 10,094
Used bottles and cases 1,543 1,612 1,526
Total inventories $31,884 $31,871 $31,823
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
5. Long-Term Debt
Long-term debt is summarized as follows:
Fixed(F) or
Interest Variable Interest April 2, Jan. 1, April 3,
In Thousands Maturity Rate (V) Rate Paid 1995 1995 1994
Lines of Credit 1997 6.18% - V Varies $ 96,860 $93,420 $116,525
6.62%
Commercial Paper 3,989
Term Loan Agreement 2000 7.50% V Semi- 60,000 60,000 60,000
annually
Term Loan Agreement 2001 7.25% V Semi- 60,000 60,000 60,000
annually
Medium-Term Notes 1998 6.86% V Quarterly 10,000 10,000 10,000
Medium-Term Notes 1999 7.99% F Semi- 66,500 66,500 66,500
annually
Medium-Term Notes 2000 10.05% F Semi- 57,000 57,000 57,000
annually
Medium-Term Notes 2002 8.56% F Semi- 66,500 66,500 66,500
annually
Notes acquired in
Sunbelt acquisition 2001 8.00% F Quarterly 5,321 5,327 5,429
Capital leases and
other notes payable 1995 - 6.85% - F Varies 14,466 14,524 16,165
2001 12.00%
Less: Portion of long- 436,647 433,271 462,108
term debt payable
within one year 247 300 611
Long-term debt $436,400 $432,971 $461,497
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
5. Long-Term Debt (cont.)
As of April 2, 1995, the Company was in compliance with all of the
covenants of its various borrowing agreements.
It is the Company's intent to renew its lines of credit, commercial
paper borrowings and borrowings under the revolving credit facility
as they mature. To the extent that these borrowings do not exceed
the amount available under the Company's $170 million revolving
credit facility, they are classified as noncurrent liabilities.
A $100 million commercial paper program was established in January
1990 with funds to be used for general corporate purposes. There
were no balances outstanding under this program on April 2, 1995 or
on January 1, 1995. On April 3, 1994, approximately $4.0 million was
outstanding under the commercial paper program.
In June 1992, the Company entered into a three-year arrangement under
which it has the right to sell an undivided interest in a designated
pool of trade accounts receivable for up to a maximum of $40 million.
The Company had sold trade receivables of $35 million, $35 million
and $31 million as of April 2, 1995, January 1, 1995 and April 3,
1994, respectively. It is the Company's intent to seek renewal of
this arrangement prior to its expiration.
On October 12, 1994, a $400 million shelf registration for debt and
equity securities filed with the Securities and Exchange Commission
became effective and available for issuance. As of April 2, 1995, no
securities had been issued under this shelf registration. In any
future offering under such registration, net proceeds from sales of
the securities could be used for general corporate purposes,
including repayment of debt, future acquisitions, capital
expenditures and/or working capital.
The Company has guaranteed a portion of the debt for two cooperatives
in which the Company is a member. The amounts guaranteed were $34.2
million, $31.0 million and $15.7 million as of April 2, 1995, January
1, 1995 and April 3, 1994, respectively.
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
6. Derivative Financial Instruments
The Company uses derivative financial instruments to cost effectively
modify risk from interest rate fluctuations in its underlying debt.
The Company has historically altered its fixed/floating interest rate
mix based upon anticipated operating cash flows of the Company
relative to its debt level and the Company's ability to absorb
increases in interest rates. These derivative financial instruments
are not used for trading purposes.
The Company has entered into interest rate swaps that resulted in
weighted average interest rates for the debt portfolio of
approximately 7.5%, 7.0% and 6.3% as of April 2, 1995, January 1,
1995 and April 3, 1994, respectively. The Company's overall weighted
average interest rate on its long-term debt increased from an average
of 5.5% during the first quarter of 1994 to an average of 7.3% during
the first quarter of 1995. After taking into account the effect of
all of the interest rate swap activities, approximately 47%, 47% and
46% of the total debt portfolio was subject to changes in short-term
interest rates as of April 2, 1995, January 1, 1995 and April 3,
1994, respectively.
A rate increase of 1% would have increased first quarter 1995
interest expense by approximately $.5 million and net income for the
quarter ended April 2, 1995 would have been reduced by approximately
$.3 million. Interest coverage as of April 2, 1995 would have been
2.5 times (versus 2.6 times) if interest rates had increased by 1%.
Derivative financial instruments were as follows:
April 2, 1995 Jan. 1, 1995 April 3, 1994
Remaining Remaining Remaining
In Thousands Amount Term Amount Term Amount Term
Interest rate swaps-floating $221,600 5-8 years $221,600 6-9 years $221,600 6-9 years
Interest rate swaps-fixed 215,000 1-8 years 215,000 1-9 years 265,000 2-9 years
Interest rate caps 30,000 .5 year 110,000 .5 year 110,000 1 year
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
6. Derivative Financial Instruments (cont.)
The table below summarizes interest rate swap activity.
First Quarter
In Thousands 1995
Total swaps, beginning of period $436,600
New swaps -
Terminated swaps -
Expired swaps -
Total swaps, end of period $436,600
Deferred gains on terminated interest rate swap contracts were $3.9
million, $4.2 million and $4.4 million on April 2, 1995, January 1,
1995 and April 3, 1994, respectively.
The carrying amounts and fair values of the Company's balance sheet
and off-balance-sheet instruments were as follows:
April 2, 1995 Jan. 1, 1995
Carrying Fair Carrying Fair
In Thousands Amount Value Amount Value
Balance Sheet Instruments
Public debt $200,000 $207,214 $200,000 $201,119
Non-public variable rate long-term
debt 216,860 216,860 213,420 213,420
Non-public fixed rate long-term debt 19,787 19,424 19,851 19,030
Off-Balance-Sheet Instruments
Interest rate swaps (7,701) (11,123)
The fair values of the interest rate swaps represent the estimated
amounts the Company would have had to pay to terminate these
agreements.
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
7. Supplemental Disclosures of Cash Flow Information
Changes in current assets and current liabilities affecting cash, net
of effects from acquisitions and divestitures and effect of
accounting change, were as follows:
First Quarter
In Thousands 1995 1994
Accounts receivable, trade, net $(1,167) $(6,478)
Due from Piedmont 1,195 (2,283)
Accounts receivable, other 68 3,023
Inventories (13) (4,290)
Prepaid expenses and other current assets (185) (728)
Portion of long-term debt payable within one year (53) (100)
Accounts payable and accrued liabilities 2,801 (4,516)
Accrued compensation (2,128) 674
Accrued interest payable (5,277) (5,351)
Increase in current assets less current liabilities $(4,759) $(20,049)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Introduction:
The following discussion presents management's analysis of the
results of operations for the first three months of 1995 compared
to the first three months of 1994 and changes in financial
condition from April 3, 1994 and January 1, 1995 to April 2,
1995.
The Company reported net income of $2.0 million or $.21 per share
for the first quarter of 1995 compared with a net loss of $.7
million or $.08 per share for the same period in 1994. The
results for the first quarter of 1994 include a one-time, after-
tax noncash charge of $2.2 million or $.24 per share related to
the adoption of Statement of Financial Accounting Standards No.
112, "Employers' Accounting for Postemployment Benefits."
On June 1, 1994, the Company executed a management agreement with
South Atlantic Canners, Inc. ("SAC"), a manufacturing cooperative
located in Bishopville, South Carolina. The Company is a member
of the cooperative and receives a fee for managing the day-to-day
operations of SAC. SAC has completed the expansion of its
bottling lines and is now providing a portion of the product
requirements for both the Company and Piedmont Coca-Cola Bottling
Partnership.
The results for interim periods are not necessarily indicative of
the results to be expected for the year due to seasonal factors.
Results of Operations:
For the first quarter of 1995, net franchise sales increased 6.6%
over the 1994 period due to increased net selling prices.
Selling prices were increased in order to cover the anticipated
increased cost of raw materials, primarily aluminum cans. Case
volume was essentially unchanged from the comparable 1994 period.
In the first quarter of 1994, franchise sales volume increased
more than 6% from the first quarter of 1993 after adjusting 1993
results to reflect comparable franchise territories.
In the first quarter of 1995, gross margin on net franchise sales
increased by 7.6% and was slightly higher as a percentage of net
franchise sales. Cost of goods sold related to net franchise
sales increased due to increases in packaging costs, but selling
price increases more than offset the increase in cost of goods
sold. Although the cost of cans increased during the first
quarter of 1995, recent agreements currently in place with
suppliers ensure that the cost of cans will not increase further
this year and may decline from current pricing if aluminum ingot
prices decrease below a specified level.
For the first quarter of 1995, selling expenses increased 5.2%
over the 1994 period. Selling expenses related to franchise
sales increased more than 7% due primarily to higher employment
costs and increased expenses related to sales development
programs and casualty insurance. General and administrative
expenses increased due to increased employment costs. As a
percentage of net franchise sales, general and administrative
expenses were unchanged between the two periods.
Depreciation expense increased 10.6% between the first quarter of
1994 and the first quarter of 1995. This change reflects the
high level of capital expenditures during 1994. During 1994,
certain improvements were made at the manufacturing facilities to
produce new packages.
Interest expense increased 12.1% from the first quarter of 1994
to the first quarter of 1995 due to higher short-term interest
rates. Outstanding long-term debt decreased approximately $25
million from April 3, 1994 to April 2, 1995. The Company's
weighted average interest rate increased from an average of 5.5%
during the first quarter of 1994 to an average of 7.3% during the
first quarter of 1995.
The change in "other expense, net" between the first quarter of
1994 and the first quarter of 1995 was due primarily to a first
quarter 1994 gain on the sale of an idle production facility.
This facility was acquired in the 1991 Sunbelt acquisition and
was closed in April 1992. For the first quarter of 1995, losses
of approximately $.5 million on sales of property, plant and
equipment were included in "other expense, net." Gains of
approximately $.4 million on sales of property, plant and
equipment were included in "other expense, net" for the first
quarter of 1994.
Changes in Financial Condition:
Working capital increased $5.1 million from January 1, 1995 and
decreased $6.5 million from April 3, 1994 to April 2, 1995. The
increase from January 1, 1995 resulted principally from a
decrease in accrued interest payable. The decrease from April 3,
1994 was due principally to decreases in trade accounts
receivable and amounts due from Piedmont Coca-Cola Bottling
Partnership. The decrease in trade accounts receivable from
April 3, 1994 to April 2, 1995 was primarily due to an increase
in trade accounts receivable sold. The Company had sold trade
accounts receivable of $35 million as of April 2, 1995 and as of
January 1, 1995 compared to $31 million on April 3, 1994. It is
the Company's intent to seek renewal of this arrangement to sell
trade accounts receivable prior to the June 1995 expiration of
the current agreement.
Capital expenditures in the first quarter of 1995 were $7.6
million as compared to $14.7 million in the first quarter of
1994. Expenditures for 1995 capital additions are expected to be
lower than expenditures for 1994 capital additions.
Long-term debt decreased $25 million from April 3, 1994 and
increased $3.4 million from January 1, 1995. The level of debt
as of April 3, 1994 had increased due to significant additions to
property, plant and equipment during the first quarter of 1994.
As of April 2, 1995, the Company was in compliance with all of
the covenants of its various borrowing agreements.
It is the Company's intent to renew any borrowings under its $170
million revolving credit facility and the informal lines of
credit as they mature and, to the extent that any borrowings
under the revolving credit facility, the informal lines of credit
and commercial paper program do not exceed the amount available
under the Company's $170 million revolving credit facility, they
are classified as noncurrent liabilities. As of April 2, 1995,
the Company had no amounts outstanding under the revolving credit
facility or the commercial paper program and had approximately
$97 million outstanding under the informal lines of credit.
The Company uses derivative financial instruments to modify risk
from interest rate fluctuations. Derivative financial
instruments are not used for trading purposes. As of April 2,
1995, the debt portfolio had a weighted average interest rate of
approximately 7.5% and approximately 47% of the total portfolio
of $437 million was subject to changes in short-term interest
rates.
On October 12, 1994, a $400 million shelf registration for debt
and equity securities filed with the Securities and Exchange
Commission became effective and available for issuance. As of
April 2, 1995, no securities had been issued under this shelf
registration. In any future offering under such registration,
net proceeds from sales of the securities could be used for
general corporate purposes, including repayment of debt, future
acquisitions, capital expenditures and/or working capital.
Management believes that the Company, through the generation of
cash flow from operations and the utilization of unused borrowing
capacity, has sufficient financial resources available to
maintain its current operations and provide for its current
capital expenditure requirements. The Company considers the
acquisition of additional franchise territories on an ongoing
basis.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On February 21, 1995, Carolina Beverage Corporation ("CBC") filed a
Complaint for Declaratory Judgment in the General Court of Justice,
Superior Court Division, Rowan County, North Carolina (Docket No.
95-CVS-432) seeking a judicial interpretation of the contractual
relationship, if any, between CBC and either the Company or
Coca-Cola Bottling Co. Affiliated, Inc. ("Affiliated"), a subsidiary
of the Company, regarding the sale of CHEERWINE(R) in the Asheville,
North Carolina territory. The Court granted CBC's request for a pretrial
injunction barring the Company and Affiliated from continuing to sell
CHEERWINE(R) in the Asheville territory, finding that Affiliated would
not be irreparably harmed by the loss of its contract as it could be
compensated adequately by money damages for the value of the contract.
The Company has filed pleadings denying CBC's right to terminate the
CHEERWINE(R) License Agreement, asserting the continued existence of
the contract and claiming damages for breach of contract, unfair trade
practices and bad faith. The Company is confident in the strengths of
its case and, since CBC is now marketing CHEERWINE(R) in Affiliated's
territory, does not believe that CBC would be entitled to any damages
should it ultimately prevail. Conversely, the Company believes it would
be entitled to compensation from CBC should the Court or jury determine
that CBC wrongfully terminated Affiliated's License Agreement.
In 1994, sales of CHEERWINE(R) products represented less than 1% of the
Company's total sales volume.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Description
10.1 Lease Agreement dated as of December 15,
1994 between the Company and BA Leasing & Capital
Corporation.
10.2 Lease Schedule No. 001 - Revised, dated
as of January 10, 1995, of a Lease Agreement dated
as of December 15, 1994 between the Company and BA
Leasing & Capital Corporation covering various
vehicles.
10.3 Lease Schedule No. 002 - Revised, dated
as of January 18, 1995, of a Lease Agreement dated
as of December 15, 1994 between the Company and BA
Leasing & Capital Corporation covering various
vehicles.
10.4 Lease Schedule No. 003, dated as of
January 31, 1995, of a Lease Agreement dated as of
December 15, 1994 between the Company and BA
Leasing & Capital Corporation covering various
vehicles.
10.5 Lease Schedule No. 004, dated as of
February 8, 1995, of a Lease Agreement dated as of
December 15, 1994 between the Company and BA
Leasing & Capital Corporation covering various
vehicles.
10.6 Lease Schedule No. 005 - Revised, dated
as of February 8, 1995, of a Lease Agreement dated
as of December 15, 1994 between the Company and BA
Leasing & Capital Corporation covering various
vehicles.
10.7 Lease Schedule No. 006 - Revised, dated
as of February 27, 1995, of a Lease Agreement
dated as of December 15, 1994 between the Company
and BA Leasing & Capital Corporation covering
various vehicles.
10.8 First Amendment to Credit Agreement,
Line of Credit Note and Mortgage, and
Reaffirmation of Term Note, Security Agreement,
Guaranty Agreement and Addendum to Guaranty
Agreement, dated as of March 31, 1995, by and
among the Company, South Atlantic Canners, Inc.
and Wachovia Bank of North Carolina, N.A.
10.9 Guaranty Agreement and Addendum, dated
as of March 31, 1995, between the Company and
Wachovia Bank of North Carolina, N.A.
10.10 Lease Funding No. 95002, dated as
of March 9, 1995, of a Master Equipment Lease
between the Company and Coca-Cola Financial
Corporation covering various vending machines.
10.11 Lease Funding No. 95003, dated as
of April 10, 1995, of a Master Equipment Lease
between the Company and Coca-Cola Financial
Corporation covering various vending machines
27 Financial data schedule for period ended
April 2, 1995.
(b) Reports on Form 8-K
None.
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.
COCA-COLA BOTTLING CO. CONSOLIDATED
(REGISTRANT)
Date: May 15, 1995 By: /s/ David V. Singer
David V. Singer
Principal Financial Officer of the Registrant
and
Vice President - Chief Financial Officer