SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):
June 4, 2003
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of registrant as specified in its charter)
| Delaware |
0-9286 |
56-0950585 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)
(704) 557-4400
(Registrant’s telephone number, including area code)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
| (a) | Financial Statements. Not applicable. |
| (b) | Pro Forma Financial Information. Not applicable. |
| (c) | Exhibits. The following exhibit is being filed herewith: |
| 99.1 | Report to Stockholders for the period ending March 30, 2003. |
Item 9. Regulation FD Disclosure.
The following information is being furnished pursuant to Item 12 – Results of Operations and Financial Condition.
Registrant’s Report to Stockholders for the period ending March 30, 2003.
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: June 4, 2003 |
BY: |
/s/ David V. Singer | ||
| David V. Singer Principal Financial Officer of the Registrant and Executive Vice President and Chief Financial Officer |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
| Date of Event Reported: June 4, 2003 |
Commission File No: 0-9286 |
COCA-COLA BOTTLING CO. CONSOLIDATED
EXHIBIT INDEX
| Exhibit No. |
Exhibit Description | |
| 99.1 |
Report to Stockholders for the period ending March 30, 2003. |
Exhibit 99.1
Report to Stockholders: For the Period Ending March 30, 2003
Dear Stockholders:
Your Company reported net income for the first quarter of 2003 of $1.4 million or $.16 per share compared to net income of $3.4 million or $.39 per share for the first quarter of 2002. The financial results for the first quarter of 2003 were disappointing and resulted from softer than expected sales, higher operating expenses and the impact of changes in our distribution system.
Net sales in the first quarter of 2003 were up 1.3% as bottle/can volume increased approximately 1%, average revenue per unit was down slightly and sales to other Coca-Cola bottlers posted a solid increase. Bottle/can volume increased by 4% in our take home channels but decreased 5% in our higher margin cold drink channels, primarily due to severe weather conditions which led to the temporary closings of businesses in many parts of our territories. In addition, the Easter holiday shift from March in 2002 to April in 2003 impacted first quarter volume comparisons, primarily in the take home channels.
Operating expenses increased in the first quarter of 2003 primarily due to higher benefit costs, including costs related to the Company’s pension and health plans, and higher property and casualty insurance costs. The Company has also been shifting its distribution system from conventional routing to a pre-sell system. The cost of a pre-sell system is more fixed in nature than a conventional system, which lowers income from operations in the seasonally softer first and fourth quarters. Interest expense declined by approximately 15% in the first quarter, offsetting a portion of the decrease in income from operations. We believe that interest expense will be approximately $44 million for 2003 or approximately $5 million lower than last year.
Despite disappointing financial results in the first quarter of 2003, cash flow continues to be solid as evidenced by the decrease in debt and capital lease obligations of more than $20 million over the past 12 months. This reduction in debt and capital lease obligations occurred despite the March 28, 2003 purchase for $53.5 million of half of The Coca-Cola Company’s interest in Piedmont Coca-Cola Bottling Partnership (“Piedmont”). The Company now owns approximately 77% of Piedmont.
We look forward to the introduction of Sprite Remix in the second quarter as well as new packaging later in 2003.
| J. Frank Harrison, III Chairman and Chief Executive Officer |
William B. Elmore President and Chief Operating Officer |
CONSOLIDATED BALANCE SHEETS
In Thousands
| Unaudited March 30, 2003 |
Dec. 29, 2002 |
Unaudited March 31, 2002 | |||||||
| Assets |
|||||||||
| Current Assets: |
|||||||||
| Cash |
$ |
7,162 |
$ |
18,193 |
$ |
9,172 | |||
| Trade accounts receivable, net |
|
79,341 |
|
79,548 |
|
81,303 | |||
| Accounts receivable, other |
|
18,783 |
|
29,993 |
|
21,860 | |||
| Inventories |
|
38,469 |
|
38,648 |
|
40,852 | |||
| Other current assets |
|
9,334 |
|
4,588 |
|
5,304 | |||
| Total current assets |
|
153,089 |
|
170,970 |
|
158,491 | |||
| Property, plant and equipment, net |
|
462,725 |
|
466,840 |
|
478,973 | |||
| Leased property under capital leases, net |
|
44,080 |
|
44,623 |
|
50,779 | |||
| Goodwill and other intangibles, net |
|
633,341 |
|
612,925 |
|
615,057 | |||
| Other assets |
|
58,521 |
|
58,167 |
|
70,729 | |||
| Total |
$ |
1,351,756 |
$ |
1,353,525 |
$ |
1,374,029 | |||
| Liabilities and Stockholders’ Equity |
|||||||||
| Current Liabilities: |
|||||||||
| Current portion of long-term debt |
$ |
39 |
$ |
31 |
$ |
147,431 | |||
| Current portion of obligations under capital leases |
|
3,969 |
|
3,960 |
|
5,715 | |||
| Accounts payable and accrued expenses |
|
137,318 |
|
151,884 |
|
131,489 | |||
| Total current liabilities |
|
141,326 |
|
155,875 |
|
284,635 | |||
| Deferred income taxes |
|
156,330 |
|
155,964 |
|
160,578 | |||
| Other liabilities |
|
99,534 |
|
95,488 |
|
93,451 | |||
| Obligations under capital leases |
|
41,771 |
|
42,066 |
|
41,811 | |||
| Long-term debt |
|
845,978 |
|
807,725 |
|
717,625 | |||
| Total liabilities |
|
1,284,939 |
|
1,257,118 |
|
1,298,100 | |||
| Minority interest |
|
31,819 |
|
63,540 |
|
56,452 | |||
| Stockholders’ equity |
|
34,998 |
|
32,867 |
|
19,477 | |||
| Total |
$ |
1,351,756 |
$ |
1,353,525 |
$ |
1,374,029 | |||
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Per Share Data)
| First Quarter |
||||||||
| 2003 |
2002 |
|||||||
| Net sales |
$ |
275,200 |
|
$ |
271,618 |
| ||
| Cost of sales |
|
140,306 |
|
|
137,144 |
| ||
| Gross margin |
|
134,894 |
|
|
134,474 |
| ||
| Selling, general and administrative expenses |
|
102,125 |
|
|
96,412 |
| ||
| Depreciation expense |
|
19,015 |
|
|
17,985 |
| ||
| Amortization of intangibles |
|
698 |
|
|
687 |
| ||
| Income from operations |
|
13,056 |
|
|
19,390 |
| ||
| Interest expense |
|
10,371 |
|
|
12,140 |
| ||
| Other income (expense), net |
|
(199 |
) |
|
(899 |
) | ||
| Minority interest |
|
116 |
|
|
759 |
| ||
| Income before income taxes |
|
2,370 |
|
|
5,592 |
| ||
| Income taxes |
|
963 |
|
|
2,214 |
| ||
| Net income |
$ |
1,407 |
|
$ |
3,378 |
| ||
| Basic net income per share |
$ |
.16 |
|
$ |
.39 |
| ||
| Diluted net income per share |
$ |
.16 |
|
$ |
.38 |
| ||
| Weighted average number of common shares |
|
9,043 |
|
|
8,773 |
| ||
| Weighted average number of common shares |
|
9,043 |
|
|
8,857 |
| ||
| Cash dividends per share |
||||||||
| Common Stock |
$ |
.25 |
|
$ |
.25 |
| ||
| Class B Common Stock |
$ |
.25 |
|
$ |
.25 |
| ||
STOCKHOLDER INFORMATION
Corporate Address
The corporate office is located at 4100 Coca-Cola Plaza, Charlotte, NC 28211. The mailing address is Coca-Cola Bottling Co. Consolidated, P.O. Box 31487, Charlotte, NC 28231.
Common Stock Listing
Coca-Cola Bottling Co. Consolidated is listed on the Nasdaq National Market System under the ticker symbol - COKE.
Stockholder Inquiries
The Company’s transfer agent is responsible for stockholder records, issuance of stock certificates and distribution of dividend payments and IRS Form 1099s. The transfer agent also administers plans for dividend reinvestment and direct deposit. Stockholder requests and inquiries concerning these matters are most efficiently answered by corresponding directly with Wachovia Bank, N.A., Attention: Corporate Trust Client Services NC-1153, 1525 West W.T. Harris Blvd. 3C3, Charlotte, NC 28288-1153. Communication may also be made by calling Toll Free (800) 829-8432, Local (704) 590-7375 or Fax (704) 590-7598.
Stockholder Reports
Additional copies of the Company’s Annual Report on Form 10-K to the Securities and Exchange Commission or Quarterly Reports on Form 10-Q are available without charge upon written request to David V. Singer, Executive Vice President, Chief Financial Officer, Coca-Cola Bottling Co. Consolidated, P.O. Box 31487, Charlotte, NC 28231.
FORWARD-LOOKING STATEMENTS
This Report to Stockholders, as well as information included in, or incorporated by reference from, future filings by the Company with the Securities and Exchange Commission and information contained in written material, press releases and oral statements issued by or on behalf of the Company, contains, or may contain, forward-looking management comments and other statements that reflect management’s current outlook for future periods. These statements include, among others, statements relating to: the shift in the Easter holiday from March 2002 to April 2003; the impact of the change in our distribution systems on the results of operations in the first and fourth quarters; the expectation for interest expense for 2003 and the introduction of Sprite Remix and new packaging in 2003. These statements and expectations are based on the current available competitive, financial and economic data along with the Company’s operating plans, and are subject to future events and uncertainties. Events or uncertainties that could adversely affect future periods include, without limitation: lower than expected net pricing resulting from increased marketplace competition; changes in how significant customers market our products; an inability to meet performance requirements for expected levels of marketing funding support payments from The Coca-Cola Company; reduced marketing and advertising spending by The Coca-Cola Company or other beverage companies; an inability to meet requirements under bottling contracts; the inability of our aluminum can or PET bottle suppliers to meet our demand; material changes from expectations in the cost of raw materials; higher than expected fuel prices; higher than expected insurance premiums; lower than anticipated return on pension plan assets; higher than anticipated health care costs; changes in financial markets; an inability to meet projections in acquired bottling territories and unfavorable interest rate fluctuations.