UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
April 30, 2002
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COCA-COLA BOTTLING CO. CONSOLIDATED
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(Exact name of registrant as specified in its charter)
Delaware 0-9286 56-0950585
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
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(Address of principal executive offices) (Zip Code)
(704) 557-4400
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(Registrant's telephone number, including area code)
Item 5. Other Events
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The Company issued the following press release on April 30, 2002.
Coca-Cola Bottling Co. Consolidated, 4100 Coca-Cola Plaza, Charlotte, NC 28211
[GRAPHIC REMOVED HERE] News Release
Media Contact: Lauren C. Steele
VP Corporate Affairs
704-557-4551
Investor Contact: David V. Singer
Executive VP & CFO
704-557-4604
FOR IMMEDIATE RELEASE Symbol: COKE
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April 30, 2002 Quoted: The Nasdaq Stock Market (National Market)
Coca-Cola Bottling Co. Consolidated Reports First Quarter 2002 Results
o Constant territory physical case volume increased by 2.8%
o Operating cash flow increased by 8.6%
o Interest expense declined by 22%
o Net income was $3.4 million versus a prior year loss
CHARLOTTE, NC -- Coca-Cola Bottling Co. Consolidated today announced it earned
$3.4 million or $.39 per share for the first quarter of 2002. This compares to a
net loss of $1.8 million or $.20 per share for the first quarter of 2001.
On January 2, 2002, the Company purchased an additional interest in Piedmont
Coca-Cola Bottling Partnership, a partnership with The Coca-Cola Company,
increasing its ownership from 50% to approximately 55%. As a result of the
increase in ownership, the financial results of Piedmont are consolidated with
those of the Company beginning with the first quarter of 2002. During the first
quarter of 2002, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets," which had
the effect of reducing amortization expense on a comparable basis by $5.1
million in the first quarter of 2002. EITF No. 01-09 "Accounting for
Consideration Given by a Vendor to a Customer or Reseller of Vendor's Products"
was effective for the Company beginning January 1, 2002, requiring certain
expenses previously classified as selling, general and administrative expenses
to be reclassified as deductions from net sales. Prior year results have been
adjusted to reclassify these expenses as a deduction to net sales for
comparability with current year presentation.
The Company's financial results in the first quarter reflect an 8.6% increase in
operating cash flow and 22% lower interest expense offset by an increase in
minority interest expense, when viewed on a comparable basis. The increase in
operating cash flow resulted from a 4.8% increase in net sales and an
improvement in operating margins. The increase in net sales reflects a 2.8%
increase in bottle/can volume, approximately 1% higher average revenue per case,
16% higher contract sales to other bottlers and a 10% increase in fountain
sales. The improvement in operating margins primarily reflects higher pricing, a
favorable shift in package and channel mix and modest
increases in operating costs. Interest expense declined as a result of reduced
debt levels and lower average interest rates. The increase in minority interest
reflects improved earnings results for Piedmont.
J. Frank Harrison, III, Chairman and CEO, said that he was pleased with the
Company's performance in the first quarter of 2002. Mr. Harrison said, "The
first quarter of 2002 represents the 6th consecutive quarter of solid volume
growth and reflects the Company's focus on innovation to drive growth in our
core carbonated soft drink ("CSD") brands." He also said, "The Company's
continued focus on debt reduction has driven interest expense down and
contributed to solid gains in net income."
William B. Elmore, President and COO, said, "Our results in the first quarter
highlight the importance of innovation to our CSD business. Although our overall
CSD business grew by 1%, the diet Coke and Mello Yello trademarks grew by 3% and
2%, respectively, reflecting the impact of the line extensions, diet Coke with
lemon and Mello Yello Cherry and Melon. Furthermore, our 12-pack volume was up
about 8% reflecting customer and consumer excitement with our new Fridge
Pack(TM) packaging. With the success we have had with CSD innovations over the
past twelve months, we are looking forward to the introduction of Vanilla Coke,
which should create excitement around our flagship brand." Mr. Elmore added,
"The Company continues to deliver excellent growth in Dasani, which was up more
than 50% on a comparable territory basis for the first quarter of 2002." Mr.
Elmore also said, "The nearly 3% volume growth in the first quarter came despite
significantly less aggressive soft drink promotional activity, which led to
volume declines for several of the Company's large customers. The fact that
other customers' volume grew sufficiently to overcome these declines is
indicative of the strong consumer demand for our brands." Mr. Elmore said that
the Company remains focused on implementing net price increases, primarily in
take-home channels, to cover costs and maintain profit margins. Mr. Elmore
concluded his comments by saying that the Company will remain conservative in
its capital spending, therefore he expects another year of solid free cash flow
in 2002.
Forward-looking statements.
Included in this news release are several forward-looking management comments
and other statements that reflect management's current outlook for future
periods. These expectations are based on currently available competitive,
financial and economic data along with the Company's operating plans, and are
subject to future events and uncertainties. These statements include, among
others, statements relating to our expectations concerning the introduction of
Vanilla Coke, our expectations about net pricing, our expectations about capital
spending and our expectations about free cash flow. Among the events or
uncertainties which could adversely affect future periods are
lower-than-expected net pricing resulting from increased marketplace
competition, an inability to meet requirements under bottling contracts, an
inability to meet performance requirements for expected levels of marketing
support payments from The Coca-Cola Company, material changes from expectations
in the cost of raw materials, the inability of our aluminum can or PET bottle
suppliers to meet our demand, higher than expected fuel prices and unfavorable
interest rate fluctuations. The forward-looking statements in this news release
should be read in conjunction with the detailed cautionary statements found on
pages 23 and 24 of the Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 2001.
-- Enjoy Coca-Cola --
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Per Share Data)
First Quarter
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Proforma
2002 2001* 2001**
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Net sales $ 283,198 $ 223,700 $ 270,328
Cost of sales 148,616 120,801 143,408
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Gross margin 134,582 102,899 126,920
Selling, general and administrative expenses 96,520 73,591 91,859
Depreciation expense 17,985 15,803 17,207
Amortization of goodwill and intangibles 687 3,720 5,823
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Income from operations 19,390 9,785 12,031
Interest expense 12,140 12,152 15,601
Other income (expense), net (899) (579) (312)
Minority interest 759 (936)
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Income (loss) before income taxes 5,592 (2,946) (2,946)
Federal and state income taxes (benefit) 2,214 (1,164) (1,164)
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Net income (loss) $ 3,378 $ (1,782) $ (1,782)
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Basic net income (loss) per share $ .39 $ (.20) $ (.20)
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Diluted net income (loss) per share $ .38 $ (.20) $ (.20)
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Weighted average number of common 8,773 8,753 8,753
shares outstanding
Weighted average number of common 8,857 8,753 8,753
shares outstanding - assuming dilution
Income from operations $ 19,390 $ 9,785 $ 12,031
Amortization of goodwill and intangibles 687 3,720 5,823
Depreciation expense 17,985 15,803 17,207
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Operating cash flow $ 38,062 $ 29,308 $ 35,061
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* Certain prior year amounts have been reclassified to conform to current
year classifications.
** Certain prior year amounts have been reclassified to conform to current
year classifications and includes the financial position of Piedmont
Coca-Cola Bottling Partnership as if it were consolidated with that of the
Company beginning January 1, 2001.
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands
Proforma
March 31, April 1, April 1,
2002 2001* 2001**
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ASSETS
Current Assets:
Cash $ 9,172 $ 7,955 $ 9,022
Accounts receivable, trade, net 81,303 62,369 82,043
Accounts receivable from The Coca-Cola Company 15,475 7,788 10,302
Accounts receivable, other 6,385 6,195 8,417
Inventories 40,852 35,925 41,519
Prepaid expenses and other current assets 15,615 16,498 17,112
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Total current assets 168,802 136,730 168,415
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Property, plant and equipment 826,018 708,394 766,761
Less-Accumulated depreciation and amortization 347,045 284,268 310,556
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Property, plant and equipment, net 478,973 424,126 456,205
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Leased property under capital leases 60,761 12,626 21,019
Less-Accumulated amortization 9,982 5,507 8,030
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Leased property under capital leases, net 50,779 7,119 12,989
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Investment in Piedmont Coca-Cola Bottling Partnership 59,316
Other assets 60,418 60,853 66,382
Franchise rights and goodwill 607,031 344,321 615,555
Other identifiable intangible assets 8,026 13,313 13,313
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Total $1,374,029 $1,045,778 $1,332,859
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* Certain prior year amounts have been reclassified to conform to current
year classifications.
** Certain prior year amounts have been reclassified to conform to current
year classifications and includes the financial position of Piedmont
Coca-Cola Bottling Partnership as if it were consolidated with that of the
Company beginning January 1, 2001.
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands
Proforma
March 31, April 1, April 1,
2002 2001* 2001**
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Portion of long-term debt payable within one year $ 147,431 $ 57,317 $ 57,317
Current portion of obligations under capital leases 5,715 2,454 3,883
Accounts payable, trade 35,476 24,410 31,903
Accounts payable to The Coca-Cola Company 4,817 4,018 4,100
Due to Piedmont Coca-Cola Bottling Partnership 18,958
Other accrued liabilities 68,257 49,040 58,921
Accrued compensation 7,817 7,137 7,273
Accrued interest payable 15,122 14,462 15,702
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Total current liabilities 284,635 177,796 179,099
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Deferred income taxes 160,578 146,512 171,172
Pension and retiree benefit obligations 32,941 24,950 24,950
Other liabilities 60,510 50,673 54,456
Obligations under capital leases 41,811 1,991 5,010
Long-term debt 717,625 620,156 815,156
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Total liabilities 1,298,100 1,022,078 1,249,843
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Minority interest 56,452 59,316
Stockholders' Equity:
Common Stock 9,454 9,454 9,454
Class B Common Stock 3,009 2,989 2,989
Capital in excess of par value 89,559 97,569 97,569
Accumulated deficit (8,929) (23,559) (23,559)
Accumulated other comprehensive loss (12,362) (1,499) (1,499)
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80,731 84,954 84,954
Less-Treasury stock, at cost:
Common 60,845 60,845 60,845
Class B Common 409 409 409
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Total stockholders' equity 19,477 23,700 23,700
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Total $1,374,029 $1,045,778 $1,332,859
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Signatures
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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
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(REGISTRANT)
Date: May 3, 2002 BY: /s/ David V. Singer
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David V. Singer
Principal Financial Officer of the Registrant
and
Executive Vice President and Chief Financial Officer