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 July 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
incorporation or organization) Identification Number)
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 August 4, 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)
July 2, Jan. 1, July 3,
1995 1995 1994
ASSETS
Current Assets:
Cash $ 2,488 $ 1,812 $ 2,098
Accounts receivable, trade, less allowance for
doubtful accounts of $400, $400 and $436 16,176 7,756 16,380
Accounts receivable from The Coca-Cola Company 4,880 4,514 4,614
Due from Piedmont Coca-Cola Bottling Partnership 5,248 1,383 3,225
Accounts receivable, other 3,974 7,232 8,204
Inventories 35,898 31,871 34,686
Prepaid expenses and other current assets 5,142 5,054 3,902
Total current assets 73,806 59,622 73,109
Property, plant and equipment, less accumulated
depreciation of $147,798, $141,419 and $135,367 188,933 185,633 176,755
Investment in Piedmont Coca-Cola Bottling Partnership 67,008 67,729 67,995
Other assets 24,227 23,394 22,039
Identifiable intangible assets, less accumulated
amortization of $80,601, $75,667 and $70,733 252,917 257,851 262,785
Excess of cost over fair value of net assets of
businesses acquired, less accumulated
amortization of $22,834, $21,689 and $20,544 68,785 69,930 71,075
Total $675,676 $664,159 $673,758
See Accompanying Notes to Consolidated Financial Statements
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)
July 2, Jan. 1, July 3,
1995 1995 1994
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Portion of long-term debt payable within one year $ 206 $ 300 $ 861
Accounts payable and accrued liabilities 57,376 59,413 59,589
Accounts payable to The Coca-Cola Company 5,117 2,930 7,727
Accrued compensation 3,804 4,246 3,416
Accrued interest payable 12,550 11,275 10,340
Total current liabilities 79,053 78,164 81,933
Deferred income taxes 96,135 89,531 84,566
Other liabilities 31,474 29,512 22,166
Long-term debt 429,670 432,971 454,112
Total liabilities 636,332 630,178 642,777
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 125,380 130,028 134,675
Accumulated deficit (76,541) (86,552) (92,489)
Minimum pension liability adjustment (3,904) (3,904) (5,614)
56,990 51,627 48,627
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 39,344 33,981 30,981
Total $675,676 $664,159 $673,758
See Accompanying Notes to Consolidated Financial Statements
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Per Share Data)
Second Quarter First Half
1995 1994 1995 1994
Net sales (includes sales to Piedmont of
$19,627, $24,247, $36,309 and $44,811) $ 207,876 $ 200,692 $ 378,853 $ 364,509
Cost of products sold, excluding depreciation
shown below (includes $16,662, $21,201,
$31,884 and $40,106 related to sales to
Piedmont) 120,742 118,941 219,645 216,425
Gross margin 87,134 81,751 159,208 148,084
Selling expenses 41,639 39,310 78,087 73,949
General and administrative expenses 13,478 13,508 26,971 26,167
Depreciation expense 6,584 5,991 12,970 11,764
Amortization of goodwill and intangibles 3,058 3,081 6,115 6,154
Income from operations 22,375 19,861 35,065 30,050
Interest expense 8,456 7,833 16,893 15,359
Other expense, net 593 273 1,557 287
Income before income taxes and effect of
accounting change 13,326 11,755 16,615 14,404
Federal and state income taxes 5,272 5,055 6,604 6,194
Income before effect of accounting change 8,054 6,700 10,011 8,210
Effect of accounting change (2,211)
Net income $ 8,054 $ 6,700 $ 10,011 $ 5,999
Income per share:
Income before effect of accounting change $ .87 $ .72 $ 1.08 $ .88
Effect of accounting change (.24)
Net income $ .87 $ .72 $ 1.08 $ .64
Cash dividends per share:
Common Stock $ .25 $ .25 $ .50 $ .50
Class B Common Stock .25 .25 .50 .50
Weighted average number of Common and
Class B Common shares outstanding 9,294 9,294 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 income 5,999
Cash dividends
declared:
Common (4,647)
Balance on
July 3, 1994 $10,090 $ 1,965 $134,675 $ (92,489) $ (5,614) $ 17,646
Balance on
January 1, 1995 $10,090 $ 1,965 $130,028 $ (86,552) $ (3,904) $ 17,646
Net income 10,011
Cash dividends
declared:
Common (4,648)
Balance on
July 2, 1995 $10,090 $ 1,965 $125,380 $ (76,541) $ (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 Half
1995 1994
Cash Flows from Operating Activities
Net income $10,011 $ 5,999
Adjustments to reconcile net income to net cash provided
by operating activities:
Effect of accounting change 2,211
Depreciation expense 12,970 11,764
Amortization of goodwill and intangibles 6,115 6,154
Deferred income taxes 6,604 6,170
(Gains) losses on sale of property, plant and equipment 305 (367)
Amortization of debt costs 229 228
Undistributed loss of Piedmont Coca-Cola Bottling Partnership 721 405
Increase in current assets less current liabilities (12,619) (18,757)
Increase in other noncurrent assets (928) (2,198)
Decrease in other noncurrent liabilities (279) (189)
Other 85 420
Total adjustments 13,203 5,841
Net cash provided by operating activities 23,214 11,840
Cash Flows from Financing Activities
Proceeds from the issuance of long-term debt 19,810
Payments on long-term debt (3,301) (56)
Cash dividends paid (4,648) (4,647)
Other 2,071 (556)
Net cash provided by (used in) financing activities (5,878) 14,551
Cash Flows from Investing Activities
Additions to property, plant and equipment (17,576) (27,831)
Proceeds from the sale of property, plant and equipment 916 2,276
Net cash used in investing activities (16,660) (25,555)
Net increase in cash 676 836
Cash at beginning of period 1,812 1,262
Cash at end of period $ 2,488 $ 2,098
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 subsidiar-
ies ("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:
Second Quarter First Half
In Thousands 1995 1994 1995 1994
Net sales $58,772 $53,672 $104,460 $97,633
Gross margin 23,787 22,605 42,710 41,779
Income from operations 2,531 2,806 3,535 3,821
Net income (loss) 156 482 (1,442) (810)
4. Inventories
Inventories are summarized as follows:
July 2, Jan. 1, July 3,
In Thousands 1995 1995 1994
Finished products $22,259 $17,621 $20,687
Manufacturing materials 12,109 12,638 11,978
Used bottles and cases 1,530 1,612 2,021
Total inventories $35,898 $31,871 $34,686
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 July 2, Jan. 1, July 3,
In Thousands Maturity Rate (V) Rate Paid 1995 1995 1994
Lines of Credit 1997 6.10% - V Varies $ 90,235 $ 93,420 $108,170
6.43%
Commercial Paper 4,999
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 6.61% 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 5,417
Capital leases and
other notes payable 1995 - 6.85% - F Varies 14,320 14,524 16,387
2001 12.00%
429,876 433,271 454,973
Less: Portion of long-
term debt payable
within one year 206 300 861
Long-term debt $429,670 $432,971 $454,112
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
5. Long-Term Debt (cont.)
As of July 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 July 2, 1995 or
on January 1, 1995. On July 3, 1994, approximately $5.0 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 $37 million as of July 2, 1995, January 1, 1995 and
July 3, 1994, respectively. This arrangement has been amended to
extend the arrangement to June 1998 on terms substantially similar to
those previously in place.
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
July 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 guaran-
teed were $34 million, $31 million and $20 million as of July 2,
1995, January 1, 1995 and July 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
7.7%, 7.0% and 6.6% as of July 2, 1995, January 1, 1995 and July 3,
1994, respectively. The Company's overall weighted average interest
rate on its long-term debt increased from an average of 6.6% during
the first half of 1994 to an average of 7.4% during the first half of
1995. After taking into account the effect of all of the interest rate
swap activities, approximately 40%, 47% and 45% of the total debt
portfolio was subject to changes in short-term interest rates as of July
2, 1995, January 1, 1995 and July 3, 1994, respectively.
A rate increase of 1% would have increased first half 1995 interest
expense by approximately $.9 million and net income for the six months
ended July 2, 1995 would have been reduced by approximately $.5
million. Interest coverage as of July 2, 1995 would have been 3.0 times
(versus 3.2 times) if interest rates had increased by 1%.
Derivative financial instruments were as follows:
July 2, 1995 Jan. 1, 1995 July 3, 1994
Remaining Remaining Remaining
In Thousands Amount Term Amount Term Amount Term
Interest rate swaps-floating $168,600 5-8 years $221,600 6-9 years $221,600 6-9 years
Interest rate swaps-fixed 215,000 .5-8 years 215,000 1-9 years 265,000 2-9 years
Interest rate caps - 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.
Second Quarter First Half
In Thousands 1995 1995
Total swaps, beginning of period $ 436,600 $ 436,600
New swaps 25,000 25,000
Terminated swaps (78,000) (78,000)
Expired swaps - -
Total swaps, end of period $ 383,600 $ 383,600
Deferred gains on terminated interest rate swap contracts were $6.9
million, $4.2 million and $4.2 million on July 2, 1995, January 1, 1995
and July 3, 1994, respectively.
The carrying amounts and fair values of the Company's balance sheet and
off-balance-sheet instruments were as follows:
July 2, 1995 Jan. 1, 1995
Carrying Fair Carrying Fair
In Thousands Amount Value Amount Value
Balance Sheet Instruments
Public debt $200,000 $217,354 $200,000 $201,119
Non-public variable rate long-term
debt 210,235 210,235 213,420 213,420
Non-public fixed rate long-term debt 19,641 20,619 19,851 19,030
Off-Balance-Sheet Instruments
Interest rate swaps (4,970) (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
the effect of an accounting change, were as follows:
First Half
In Thousands 1995 1994
Accounts receivable, trade, net $ (8,420) $ (11,420)
Due from Piedmont Coca-Cola Bottling Partnership (3,865) (771)
Accounts receivable, other 2,892 4,638
Inventories (4,027) (7,153)
Prepaid expenses and other current assets (88) (577)
Portion of long-term debt payable within one year (94) 150
Accounts payable and accrued liabilities 150 (5,066)
Accrued compensation (442) 1,210
Accrued interest payable 1,275 232
Increase in current assets less current liabilities $(12,619) $(18,757)
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 second quarter and first six months of
1995 compared to the second quarter and first six months of 1994 and
changes in financial condition from July 3, 1994 and January 1, 1995 to
July 2, 1995.
The Company reported net income of $8.1 million or $.87 per share for
the second quarter of 1995 compared with net income of $6.7 million or
$.72 per share for the same period in 1994. For the first six months of
1995, net income was $10.0 million or $1.08 per share compared with
net income of $6.0 million or $.64 per share for the first six months of
1994. In the first quarter of 1994, the Company recorded 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."
During the recent legislative sessions in North Carolina and South
Carolina, reductions in the special excise tax on soft drinks were
approved. The North Carolina tax will be reduced by 25% beginning July
1, 1996, while the South Carolina tax has been repealed and will be
phased out over a six-year period beginning July 1, 1996. The repeal of
the South Carolina tax and the reduction in the North Carolina tax will
not have a significant impact on the Company's 1996 results of
operations.
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 second quarter of 1995, net franchise sales increased more
than 7% over the same quarter in 1994, reflecting higher net selling
prices and a volume increase of almost 2%. Net franchise sales for the
first half of 1995 increased approximately 7% over the 1994 period.
This increase was due principally to increased net selling prices but
also reflected a volume increase of almost 1%. Selling prices were
increased in early 1995 in order to cover the anticipated increased cost
of raw materials, primarily aluminum cans.
In the second quarter of 1995, gross margin on net franchise sales
increased by approximately 7.5% over the same period in 1994 and, as a
percentage of net franchise sales, was almost unchanged at 48.5%. For
the first half of 1995, gross margin on net franchise sales also
increased approximately 7.5% over the comparable 1994 period 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
increased cost of goods sold. Although the cost of cans increased
during the first half of 1995, 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. Plastic bottles have also
contributed to
the increase in cost of goods sold. Resin prices increased more than
10% during the first half of 1995 as compared with the first half of
1994.
For the second quarter and first half of 1995, selling expenses
increased almost 6% over the comparable 1994 periods. Selling expenses
related to net franchise sales increased approximately 8% over the
comparable 1994 periods due primarily to higher employment costs and
increased expenses related to sales development programs and casualty
insurance. General and administrative expenses increased for the
first half of 1995 over the 1994 period due to increased employment
costs. The increased employment costs were partially offset by
reductions in other general and administrative expenses. As a
percentage of net franchise sales, general and administrative
expenses declined for both the first half and second quarter of 1995 as
compared to the same periods in 1994.
Depreciation expense increased approximately 10% between the first
half and second quarter of 1994 and the comparable 1995 periods.
These increases reflect the high level of capital expenditures during
1994. During 1994, certain capital improvements were made at the
manufacturing facilities to produce new packages.
Interest expense increased 10% from the first half of 1994 to the
first half of 1995 due to higher short-term interest rates. During the
second quarter of 1995, interest expense increased 8% over the same
period in 1994. Outstanding long-term debt decreased approximately
$25 million from July 3, 1994 to July 2, 1995. The Company's weighted
average interest rate increased from an average of 6.6% during the first
half of 1994 to an average of 7.4% during the first half of 1995.
The change in "other expense, net" between the first half of 1994
and the first half of 1995 was due primarily to a first quarter 1994
gain on the sale of an idle production facility. For the first half of
1995, losses of approximately $.3 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 half of 1994. In
addition, the discount on sales of trade accounts receivable
increased almost $.5 million from the first half of 1994 to the first
half of 1995 due to higher short-term rates associated with this
arrangement.
Changes in Financial Condition:
Working capital increased $13.3 million from January 1, 1995 and $3.6
million from July 3, 1994 to July 2, 1995. The increase from January
1, 1995 resulted principally from seasonal increases in trade accounts
receivable and inventories. The increase from July 3, 1994 was
partially due to an increase in the receivable from Piedmont Coca-Cola
Bottling Partnership.
Capital expenditures in the first half of 1995 were $17.6 million
as compared to $27.8 million in the first half of 1994. Expenditures
for 1995 capital additions are expected to be significantly lower than
expenditures for 1994 capital additions. In 1995, the Company has
resumed its vehicle leasing program. Additions to the Company's fleet
were purchased rather than leased during 1994.
Long-term debt decreased approximately $25 million from July 3, 1994
and more than $3 million from January 1, 1995. The level of debt as
of July 3, 1994 had increased due to significant additions to property,
plant and equipment during the first half of 1994. As of July 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 July 2, 1995, the Company had no amounts outstanding
under the revolving credit facility or the commercial paper
program and had approximately $90 million outstanding under the informal
lines of credit.
The Company had sold trade accounts receivable of $35 million as of
July 2, 1995 and as of January 1, 1995 compared to $37 million on July
3, 1994. The arrangement to sell trade accounts receivable has been
amended to extend the arrangement to June 1998 on terms substantially
similar to those previously in place.
The Company uses derivative financial instruments to modify risk
from interest rate fluctuations. Derivative financial instruments
are not used for trading purposes. As of July 2, 1995, the debt
portfolio had a weighted average interest rate of approximately 7.7%
and approximately 40% of the total portfolio of $430 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 July 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 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of the Company's shareholders was held
on May 17, 1995.
(b) The meeting was held to consider and vote upon (i) fixing the
number of the Company's directors at ten and (ii) electing four
directors, each for a term of three years or until his successor
shall be elected and shall qualify. The votes cast on the
question of fixing the number of directors at ten are summarized
as follows:
For Against Abstain Total Votes
33,276,037 7,240 4,094 33,287,371
The votes cast with respect to each director are summarized as
follows:
Director Name For Withheld Total Votes
J. Frank Harrison, Jr. 33,273,590 13,781 33,287,371
J. Frank Harrison, III 33,273,690 13,681 33,287,371
Ned R. McWherter 33,273,365 14,006 33,287,371
James L. Moore, Jr. 33,273,688 13,683 33,287,371
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Description
4.1 First Omnibus Amendment to Purchase Agreements, dated as of June 26, 1995, by and among
the Company, as Seller, Corporate Receivables Corporation, as the Investor, and Citicorp North
America, Inc., individually and as agent.
10.1 Lease Funding No. 95004, dated as of April 19, 1995, of a Master Equipment Lease
between the Company and Coca-Cola Financial Corporation covering various vending machines.
10.2 Lease Funding No. 95005, dated as of May 19, 1995, of a Master Equipment Lease between
the Company and Coca-Cola Financial Corporation covering various vending machines.
10.3 Lease Funding No. 95006, dated as of June 9, 1995, of a Master Equipment Lease between
the Company and Coca-Cola Financial Corporation covering various vending machines.
10.4 Lease Funding No. 95007, dated as of June 20, 1995, of a Master Equipment Lease between
the Company and Coca-Cola Financial Corporation covering various vending machines.
10.5 Lease Schedule No. 007 - Revised, dated as of March 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. 008, dated as of April 15, 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. 009, dated as of May 1, 1995, of a Lease Agreement dated as of December
15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles.
10.8 Lease Schedule No. 010, dated as of May 15, 1995, of a Lease Agreement dated as of
December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various
vehicles.
10.9 Lease Schedule No. 011, dated as of May 15, 1995, of a Lease Agreement dated as of
December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various
vehicles.
27 Financial data schedule for period ended July 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: August 11, 1995 By: /s/ David V. Singer
David V. Singer
Principal Financial Officer of the Registrant
and
Vice President - Chief Financial Officer