UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 29, 1996
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)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $l.00 par value
(Title of Class)
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements,
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
State the aggregate market value of voting stock held by non-affiliates of the
Registrant.
MARKET VALUE AS OF MARCH 10, 1997
Common Stock, $l par value $267,413,000
Class B Common Stock, $l par value *
* No market exists for the shares of Class B Common Stock, which is neither
registered under Section 12 of the Act nor subject to Section 15(d) of the Act.
The Class B Common Stock is convertible into Common Stock on a share for share
basis at the option of the holder.
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING AS OF MARCH 10, 1997
Common Stock, $1 Par Value 7,044,985
Class B Common Stock, $1 Par Value 1,319,862
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Proxy Statement to be filed pursuant to Section 14 of the Exchange Act with respect
to the 1997 Annual Meeting of Shareholders.......................................................... Part III, Items 10-13
PART I
ITEM 1 -- BUSINESS
INTRODUCTION AND RECENT DEVELOPMENTS
Coca-Cola Bottling Co. Consolidated, a Delaware corporation (the
"Company"), is engaged in the production, marketing and distribution of
carbonated and noncarbonated beverages, primarily products of The Coca-Cola
Company, Atlanta, Georgia ("The Coca-Cola Company"). The Company has been in the
soft drink manufacturing business since 1902.
The Company has grown significantly since 1984. In 1984, net sales were
approximately $130 million. In 1996, net sales were approximately $774 million.
The Company's franchise territory was concentrated in North Carolina prior to
1984. A series of acquisitions since 1984 have significantly expanded the
Company's franchise territory. The most significant transactions were as
follows:
(Bullet) February 8, 1985 -- Acquisition of various subsidiaries of Wometco
Coca-Cola Bottling Company which included franchise territories in
parts of Alabama, Tennessee and Virginia. Other noncontiguous
territories acquired in this acquisition were subsequently sold.
(Bullet) January 27, 1989 -- Acquisition of all of the outstanding stock of
The Coca-Cola Bottling Company of West Virginia, Inc. which
included franchise territory covering most of the state of West
Virginia.
(Bullet) December 20, 1991 -- Acquisition of all of the outstanding capital
stock of Sunbelt Coca-Cola Bottling Company, Inc. ("Sunbelt")
which included franchise territory covering parts of North
Carolina and South Carolina.
(Bullet) July 2, 1993 -- Formation of Piedmont Coca-Cola Bottling
Partnership ("Piedmont"). Piedmont is a joint venture owned
equally by the Company and The Coca-Cola Company through their
respective subsidiaries. Piedmont distributes and markets soft
drink products, primarily in parts of North Carolina and South
Carolina. The Company sold and contributed certain franchise
territories to Piedmont upon formation. The Company currently
provides part of the finished product requirements for Piedmont
and receives a fee for managing the operations of Piedmont
pursuant to a management agreement.
(Bullet) 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 pursuant to a 10-year management agreement. SAC
significantly expanded its operations by adding two PET bottling
lines. These bottling lines supply a portion of the Company's and
Piedmont's volume requirements for PET finished products.
These transactions, along with several smaller acquisitions of additional
franchise territory, have resulted in the Company becoming the second largest
Coca-Cola bottler in the United States.
On November 14, 1996 the Company announced a Dutch auction self tender to
repurchase up to one million of its outstanding shares of Common Stock. On
December 13, 1996 the Company repurchased 508,690 shares of its Common Stock
under the terms of this offer at $46.00 per share for a total purchase price of
$23.4 million. On January 7, 1997 an additional 145,260 shares of Common Stock
were repurchased for $6.9 million from a shareholder in a private transaction.
The Coca-Cola Company currently owns an economic interest of approximately
30% and a voting interest of approximately 23% in the Company. The Coca-Cola
Company's economic interest was achieved through a series of transactions as
follows:
(Bullet) June 1987 -- The Company sold 1,355,033 shares of newly issued
Common Stock and 269,158 shares of Class B Common Stock to The
Coca-Cola Company.
(Bullet) January 27, 1989 -- The Company issued 1.1 million shares of
Common Stock to The Coca-Cola Company in exchange for all of the
outstanding stock of The Coca-Cola Bottling Company of West
Virginia, Inc.
(Bullet) June 25, 1993 -- The Company sold 33,464 shares of Common Stock to
The Coca-Cola Company pursuant to an agreement to maintain its
voting and equity interest at a prescribed level.
(Bullet) February 20, 1997 -- Subsequent to fiscal year end, the Company
purchased 275,490 shares of its Common Stock for $13.1 million
from The Coca-Cola Company pursuant to an agreement to maintain
The Coca-Cola Company's voting and equity interest at a prescribed
level.
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The Company considers acquisition opportunities for additional territories
on an ongoing basis. To achieve its goals, further purchases and sales of
franchise rights and entities possessing such rights and other related
transactions designed to facilitate such purchases and sales may occur.
GENERAL
In its soft drink operations, the Company holds franchises under which it
produces and markets, in certain regions, carbonated soft drink products of The
Coca-Cola Company, including Coca-Cola classic, caffeine free Coca-Cola classic,
diet Coke, caffeine free diet Coke, Cherry Coke, TAB, Sprite, diet Sprite, Mello
Yello, diet Mello Yello, Mr. PiBB, Barq's Root Beer, diet Barq's Root Beer,
Fresca, Minute Maid orange and diet Minute Maid orange sodas. The Company also
distributes and markets POWERaDE, ready-to-drink Nestea, Fruitopia and Minute
Maid Juices To Go in certain of its markets. The Company produces and markets Dr
Pepper in most of its regions. Various other products, including Welch's
flavors, Seagrams' products and Sundrop are produced and marketed in one or more
of the Company's regions under franchise agreements with the companies that
manufacture the concentrate for those beverages. In addition, the Company also
produces soft drinks for other Coca-Cola franchise bottlers.
The Company's principal soft drink is Coca-Cola classic. During the last
three fiscal years, sales of products under the trademark Coca-Cola have
accounted for more than half of the Company's soft drink sales. In total, the
products of The Coca-Cola Company accounted for approximately 90% of the
Company's soft drink sales during fiscal 1996.
FRANCHISES
The Company's franchises from The Coca-Cola Company entitle the Company to
produce and market The Coca-Cola Company's soft drinks in bottles, cans and five
gallon, pressurized, pre-mix containers. The Company is one of many companies
holding such franchises. The Coca-Cola Company is the sole owner of the secret
formulas pursuant to which the primary components (either concentrates or
syrups) of Coca-Cola trademark beverages are manufactured. The concentrates,
when mixed with water and sweetener, produce syrup which, when mixed with
carbonated water, produce the soft drinks known as "Coca-Cola," "Coca-Cola
classic," "Coke" and other soft drinks of The Coca-Cola Company which are
manufactured and marketed by the Company. The Company also purchases natural
sweeteners from The Coca-Cola Company. No royalty or other compensation is paid
under the franchise agreements to The Coca-Cola Company for the Company's right
to use in its territories the franchised tradenames and trademarks, such as
"Coca-Cola," "Coca-Cola classic" and "Coke," and their associated patents,
copyrights, designs and labels, all of which are owned by The Coca-Cola Company.
The Company has similar arrangements with the Dr Pepper Company and other
franchisors.
BOTTLE CONTRACTS. The Company is party to standard bottle contracts with
The Coca-Cola Company for each of its bottling territories (the "Bottle
Contracts") which provide that the Company will purchase its entire requirement
of concentrates and syrups for Coca-Cola, Coca-Cola classic, caffeine free
Coca-Cola classic, Cherry Coke, diet Coke, caffeine free diet Coke and diet
Cherry Coke (together, the "Coca-Cola Trademark Beverages") from The Coca-Cola
Company. The Company has the exclusive right to distribute Coca-Cola Trademark
Beverages for sale in its territories in authorized containers of the nature
currently used by the Company, which include cans and refillable and
non-refillable bottles. The Coca-Cola Company may determine from time to time
what containers of this type to authorize for use by the Company.
The price The Coca-Cola Company may charge for syrup or concentrate under
the Bottle Contracts is set by The Coca-Cola Company from time to time. Except
as provided in the Supplementary Agreement described below, there are no
limitations on prices for concentrate or syrup. Consequently, the prices at
which the Company purchases concentrates and syrup under the Bottle Contracts
may vary materially from the prices it has paid during the periods covered by
the financial information included in this report.
Under the Bottle Contracts, the Company is obligated to maintain such
plant, equipment, staff and distribution facilities as are required for the
manufacture, packaging and distribution of the Coca-Cola Trademark Beverages in
authorized containers, and in sufficient quantities to satisfy fully the demand
for these beverages in its territories; to undertake adequate quality control
measures and maintain sanitation standards prescribed by The Coca-Cola Company;
to develop, stimulate and satisfy fully the demand for Coca-Cola Trademark
Beverages and to use all approved means, and to spend such funds on advertising
and other forms of marketing, as may be reasonably required to meet that
objective; and to maintain such sound financial capacity as may be reasonably
necessary to assure performance by the Company and its affiliates of their
obligations to The Coca-Cola Company.
The Bottle Contracts require the Company to submit to The Coca-Cola Company
each year its plans for marketing, management and advertising with respect to
the Coca-Cola Trademark Beverages for the ensuing year. Such plans must
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demonstrate that the Company has the financial capacity to perform its duties
and obligations to The Coca-Cola Company under the Bottle Contracts. The Company
must obtain The Coca-Cola Company's approval of those plans, which approval may
not be unreasonably withheld, and if the Company carries out its plan in all
material respects, it will have satisfied its contractual obligations. Failure
to carry out such plans in all material respects would constitute an event of
default that, if not cured within 120 days of notice of such failure, would give
The Coca-Cola Company the right to terminate the Bottle Contracts. If the
Company at any time fails to carry out a plan in all material respects with
respect to any geographic segment (as defined by The Coca-Cola Company) of its
territory, and if that failure is not cured within six months of notice of such
failure, The Coca-Cola Company may reduce the territory covered by the
applicable Bottle Contract by eliminating the portion of the territory with
respect to which the failure has occurred.
The Coca-Cola Company has no obligation under the Bottle Contracts to
participate with the Company in expenditures for advertising and marketing. As
it has in the past, The Coca-Cola Company may contribute to such expenditures
and undertake independent advertising and marketing activities, as well as
cooperative advertising and sales promotion programs which require mutual
cooperation and financial support of the Company. The future levels of marketing
support and promotional funds provided by The Coca-Cola Company may vary
materially from the levels provided during the periods covered by the financial
information included in this report.
The Coca-Cola Company has the right to reformulate any of the Coca-Cola
Trademark Beverages and to discontinue any of the Coca-Cola Trademark Beverages,
subject to certain limitations, so long as all Coca-Cola Trademark Beverages are
not discontinued. The Coca-Cola Company may also introduce new beverages under
the trademarks "Coca-Cola" or "Coke" or any modification thereof, and in that
event the Company would be obligated to manufacture, package, distribute and
sell the new beverages with the same duties as exist under the Bottle Contracts
with respect to Coca-Cola Trademark Beverages.
If the Company acquires the right to manufacture and sell Coca-Cola
Trademark Beverages in any additional territory, the Company has agreed that
such new territory will be covered by a standard contract in the same form as
the Bottle Contracts and that any existing agreement with respect to the
acquired territory automatically shall be amended to conform to the terms of the
Bottle Contracts. In addition, if the Company acquires control, directly or
indirectly, of any bottler of Coca-Cola Trademark Beverages, or any party
controlling a bottler of Coca-Cola Trademark Beverages, the Company must cause
the acquired bottler to amend its franchises for the Coca-Cola Trademark
Beverages to conform to the terms of the Bottle Contracts.
The Bottle Contracts are perpetual, subject to termination by The Coca-Cola
Company in the event of default by the Company. Events of default by the Company
include (1) the Company's insolvency, bankruptcy, dissolution, receivership or
similar conditions; (2) the Company's disposition of any interest in the
securities of any bottling subsidiary without the consent of The Coca-Cola
Company; (3) termination of any agreement regarding the manufacture, packaging,
distribution or sale of Coca-Cola Trademark Beverages between The Coca-Cola
Company and any person that controls the Company; (4) any material breach of any
obligation occurring under the Bottle Contracts (including, without limitation,
failure to make timely payment for any syrup or concentrate or of any other debt
owing to The Coca-Cola Company, failure to meet sanitary or quality control
standards, failure to comply strictly with manufacturing standards and
instructions, failure to carry out an approved plan as described above, and
failure to cure a violation of the terms regarding imitation products), that
remains uncured for 120 days after notice by The Coca-Cola Company; or (5)
producing, manufacturing, selling or dealing in any "Cola Product," as defined,
or any concentrate or syrup which might be confused with those of The Coca-Cola
Company; or (6) selling any product under any trade dress, trademark, or
tradename or in any container that is an imitation of or is confusingly similar
to, any trade dress, trademark, or tradename or container in which The
Coca-Cola Company has a proprietary interest; or (7) owning any equity interest
in or controlling any entity which performs any of the activities described in
(5) or (6) above. In addition, upon termination of the Bottle Contracts for any
reason, The Coca-Cola Company, at its discretion, may also terminate any other
agreements with the Company regarding the manufacture, packaging, distribution,
sale or promotion of soft drinks, including the Allied Bottle Contracts
described elsewhere herein.
The Company is prohibited from assigning, transferring or pledging its
Bottle Contracts, or any interest therein, whether voluntarily or by operation
of law, without the prior consent of The Coca-Cola Company. Moreover, the
Company may not enter into any contract or other arrangement to manage or
participate in the management of any other Coca-Cola bottler without the prior
consent of The Coca-Cola Company.
The Coca-Cola Company may automatically amend the Bottle Contracts if 80%
of the domestic bottlers who are parties to agreements with The Coca-Cola
Company containing substantially the same terms as the Bottle Contracts, which
bottlers purchased for their own account 80% of the syrup and equivalent gallons
of concentrate for Coca-Cola Trademark Beverages purchased for the account of
all such bottlers, agree that their bottle contracts shall be likewise amended.
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SUPPLEMENTARY AGREEMENT. The Company and The Coca-Cola Company are also
parties to a Supplementary Agreement (the "Supplementary Agreement") that
modifies some of the provisions of the Bottle Contracts. The Supplementary
Agreement provides that The Coca-Cola Company will exercise good faith and fair
dealing in its relationship with the Company under the Bottle Contracts; offer
marketing support and exercise its rights under the Bottle Contracts in a manner
consistent with its dealings with comparable bottlers; offer to the Company any
written amendment to the Bottle Contracts (except amendments dealing with
transfer of ownership) which it offers to any other bottler in the United
States; and, subject to certain limited exceptions, sell syrups and concentrates
to the Company at prices no greater than those charged to other bottlers which
are parties to contracts substantially similar to the Bottle Contracts.
The Supplementary Agreement permits transfers of the Company's capital
stock that would otherwise be limited by the Bottle Contracts.
ALLIED BOTTLE CONTRACTS. Other contracts with The Coca-Cola Company (the
"Allied Bottle Contracts") grant similar exclusive rights to the Company with
respect to the distribution of Sprite, Mr. PiBB, Mello Yello, diet Mello Yello,
Fanta, TAB, diet Sprite, sugar free Mr. PiBB, Fresca, Barq's Root Beer, diet
Barq's Root Beer, Minute Maid orange and diet Minute Maid orange sodas (the
"Allied Beverages") for sale in authorized containers in its territories. These
contracts contain provisions that are similar to those of the Bottle Contracts
with respect to pricing, authorized containers, planning, quality control,
trademark and transfer restrictions and related matters. Each Allied Bottle
Contract has a term of 10 years and is renewable by the Company for an
additional 10 years at the end of each 10 year period, but is subject to
termination in the event of (1) the Company's insolvency, bankruptcy,
dissolution, receivership or similar condition; (2) termination of the Company's
Bottle Contract covering the same territory by either party for any reason; and
(3) any material breach of any obligation of the Company under the Allied Bottle
Contract that remains uncured for 120 days after notice by The Coca-Cola
Company.
POST-MIX RIGHTS. The Company also has the non-exclusive right to sell
Coca-Cola classic and other fountain syrups ("post-mix syrup") of The Coca-Cola
Company.
OTHER BOTTLING AGREEMENTS. The bottling agreements from most other soft
drink franchisors are similar to those described above in that they are
renewable at the option of the Company and the franchisors. The price the
franchisors may charge for syrup or concentrate is set by the franchisors from
time to time. They also contain similar restrictions on the use of trademarks,
approved bottles, cans and labels and sale of imitations or substitutes as well
as termination for cause provisions. Sales of beverages by the Company under
these agreements represented approximately 10% of the Company's sales for fiscal
1996.
The territories covered by the Allied Bottle Contracts and by bottling
agreements for products of franchisors other than The Coca-Cola Company in most
cases correspond with the territories covered by the Bottle Contracts. The
variations do not have a material effect on the business of the Company taken as
a whole.
MARKETS AND PRODUCTION AND DISTRIBUTION FACILITIES
As of March 10, 1997, the Company held franchises from The Coca-Cola
Company covering the majority of central, northern and western North Carolina,
and portions of Alabama, Mississippi, Tennessee, Kentucky, Virginia, West
Virginia, Ohio, Pennsylvania, Georgia and Florida. The total population within
the Company's franchise territory is approximately 12.1 million.
As of March 10, 1997, the Company operated in six principal geographical
regions. Certain information regarding each of these markets follows:
1. NORTH CAROLINA. This region includes the majority of central and western
North Carolina, including Raleigh, Greensboro, Winston-Salem, High Point,
Hickory, Asheville, Fayetteville and Charlotte and the surrounding areas. The
region has an estimated population of 5.3 million. Production/distribution
facilities are located in Charlotte and 15 other distribution facilities are
located in the region.
2. SOUTH ALABAMA. This region includes a portion of southwestern Alabama,
including the area surrounding Mobile, and a portion of southeastern
Mississippi. The region has an estimated population of 900,000. A
production/distribution facility is located in Mobile, and five other
distribution facilities are located in the region.
3. SOUTH GEORGIA. This region includes a small portion of eastern Alabama,
a portion of southwestern Georgia surrounding Columbus, Georgia, in which a
distribution facility is located, and a portion of the Florida Panhandle,
including Panama City and Quincy. Four other distribution facilities are located
in the region. This region has an estimated population of 1.0 million.
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4. MIDDLE TENNESSEE. This region includes a portion of central Tennessee,
including areas surrounding Nashville, and a small portion of southern Kentucky.
The region has an estimated population of 1.6 million. A production/distribution
facility is located in Nashville and seven other distribution facilities are
located in the region.
5. WESTERN VIRGINIA. This region includes most of southwestern Virginia,
including areas surrounding Roanoke, a portion of the southern piedmont of
Virginia, a portion of northeastern Tennessee and a portion of southeastern West
Virginia. The region has an estimated population of 1.4 million. A
production/distribution facility is located in Roanoke and seven other
distribution facilities are located in the region.
6. WEST VIRGINIA. This region includes most of the state of West Virginia,
a portion of eastern Kentucky, a portion of eastern Ohio and a portion of
southwestern Pennsylvania. The region has an estimated population of 1.9
million. There are 11 distribution facilities located in the region.
The Company owns 100% of the operations in each of the regions listed.
The Company sold the majority of its South Carolina franchise territory to
Piedmont in July 1993. Pursuant to a management agreement, the Company produces
a portion of the soft drink products for Piedmont. The Company currently owns a
50% interest in Piedmont. Piedmont's franchise territory covers parts of eastern
North Carolina and most of South Carolina. This region has an estimated
population of 4.1 million.
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 pursuant to a
10-year management agreement. SAC has significantly expanded its operations by
adding two PET bottling lines. The bottling lines supply a portion of the
Company's and Piedmont's volume requirements for PET finished products. The
Company executed member purchase agreements with SAC that require minimum annual
purchases of canned product, 20 ounce PET product, 2 liter PET product and 3
liter PET product by the Company of approximately $40 million.
In addition to producing bottled and canned soft drinks for the Company's
franchise territories, each production facility also produces some products for
sale by other Coca-Cola bottlers. With the exception of the Company's production
of soft drink products for Piedmont, this contract production is currently not
material in the Company's production centers.
RAW MATERIALS
In addition to concentrates obtained by the Company from The Coca-Cola
Company and other concentrate companies for use in its soft drink manufacturing,
the Company also purchases sweeteners, carbon dioxide, glass and plastic
bottles, cans, closures, pre-mix containers and other packaging materials as
well as equipment for the production, distribution and marketing of soft drinks.
Except for sweetener, cans and plastic bottles, the Company purchases its raw
materials from multiple suppliers.
The cost of aluminum cans increased significantly at the beginning of 1995
as a result of increases in the price of aluminum ingot. The Company entered
into supply agreements in the fourth quarter of 1995 with its aluminum can
suppliers which require the Company to purchase the majority of its aluminum can
requirements for two of its four manufacturing facilities. These agreements,
which extend through the end of 2000, also reduce the variability of the cost of
cans for these two facilities.
The Company purchases substantially all of its plastic bottles (20 ounce, 1
liter, 2 liter and 3 liter sizes) from manufacturing plants which are owned and
operated by two cooperatives of Coca-Cola bottlers, including the Company. The
Company joined the southwest cooperative in February 1985 following its
acquisition of the bottling subsidiaries of Wometco Coca-Cola Bottling Company.
The Company joined the southeast cooperative in 1984.
None of the materials or supplies used by the Company is in short supply,
although the supply of specific materials could be adversely affected by
strikes, weather conditions, governmental controls or national emergency
conditions.
MARKETING
The Company's soft drink products are sold and distributed directly by its
employees to retail stores and other outlets, including food markets,
institutional accounts and vending machine outlets. During 1996, approximately
75% of the Company's total sales were made in the take-home channel through
supermarkets, convenience stores and other retail outlets. The remaining sales
were made in the cold drink channel, primarily through dispensing machines,
owned either by the Company, retail outlets or third party vending companies.
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New product introductions, packaging changes and sales promotions have been
the major competitive techniques in the soft drink industry in recent years and
have required and are expected to continue to require substantial expenditures.
Product introductions in recent years include: caffeine free Coca-Cola classic;
caffeine free diet Coke; Cherry Coke; diet Mello Yello; Minute Maid orange; diet
Minute Maid orange; ready-to-drink Nestea; Fruitopia; POWERaDE and Minute Maid
Juices To Go. New product introductions have entailed increased operating costs
for the Company resulting from special marketing efforts, obsolescence of
replaced items and, occasionally, higher raw materials costs.
After several new package introductions in recent years, the Company now
sells its soft drink products in a variety of refillable and non-refillable
bottles, both glass and plastic, and in cans, in varying proportions from market
to market. There may be as many as eight different packages for Coca-Cola
classic within a single geographical area. Physical unit sales of soft drinks
during fiscal year 1996 were approximately 49% cans, 48% non-refillable bottles,
2% pre-mix and 1% refillable bottles.
Advertising in various media, primarily television and radio, is relied
upon extensively in the marketing of the Company's soft drinks. The Coca-Cola
Company and Dr Pepper Company each have joined the Company in making substantial
expenditures in cooperative advertising in the Company's marketing areas. The
Company also benefits from national advertising programs conducted by The
Coca-Cola Company and Dr Pepper Company, respectively. In addition, the Company
expends substantial funds on its own behalf for extensive local sales promotions
of the Company's soft drink products. These expenses are partially offset by
marketing funds which the franchisors provide to the Company in support of a
variety of marketing programs, such as price promotions, merchandising programs
and point-of-sale displays.
The substantial outlays which the Company makes for advertising are
generally regarded as necessary to maintain or increase sales volume, and any
curtailment of the funding provided by The Coca-Cola Company for advertising or
marketing programs which benefit the Company could have a material effect on the
business of the Company.
SEASONALITY
Sales are somewhat seasonal, with the highest sales volume occuring in May,
June, July and August. The Company has adequate production capacity to meet
sales demands during these peak periods.
COMPETITION
The soft drink industry is highly competitive. The Company's competitors
include several large soft drink manufacturers engaged in the distribution of
nationally advertised products, as well as similar companies which market
lesser-known soft drinks in limited geographical areas and manufacturers of
private brand soft drinks. In each region in which the Company operates, between
75% and 95% of carbonated soft drink sales in bottles, cans and pre-mix
containers are accounted for by the Company and its principal competition, which
in each region includes the local bottler of Pepsi-Cola and, in some regions,
also includes the local bottler of Royal Crown products. The Company's
carbonated beverage products also compete with, among others, noncarbonated
beverages and citrus and noncitrus fruit drinks.
The principal methods of competition in the soft drink industry are
point-of-sale merchandising, new product introductions, packaging changes, price
promotions, quality and frequency of distribution and advertising.
GOVERNMENT REGULATION
The production and marketing of beverages are subject to the rules and
regulations of the United States Food and Drug Administration ("FDA") and other
federal, state and local health agencies. The FDA also regulates the labeling of
containers.
No reformulation of the Company's products is presently required by any
rule or regulation, but there can be no assurance that future government
regulations will not require reformulation of the Company's products.
From time to time, legislation has been proposed in Congress and by certain
state and local governments which would prohibit the sale of soft drink products
in non-refillable bottles and cans or require a mandatory deposit as a means of
encouraging the return of such containers in an attempt to reduce solid waste
and litter. The Company is currently not impacted by this type of proposed
legislation.
Soft drink and similar-type taxes have been in place in North Carolina,
South Carolina, West Virginia and Tennessee for several years. To the Company's
knowledge, legislation has not been proposed or enacted to increase the tax in
West Virginia or Tennessee. The North Carolina soft drink tax was reduced by 25%
effective July 1, 1996. The North Carolina General Assembly also enacted a
measure repealing the soft drink tax in 25% increments over a three-year period,
such that it will be eliminated in 1999.
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The South Carolina soft drink tax has been repealed and is
being phased out ratably over a six-year period beginning July 1, 1996.
ENVIRONMENTAL REMEDIATION
The Company does not currently have any material capital expenditure
commitments for environmental remediation for any of its properties.
EMPLOYEES
As of March 10, 1997, the Company had a total of approximately 4,800
full-time employees, of whom approximately 400 were union members. Management of
the Company believes that the Company's relations with its employees are
generally good.
ITEM 2 -- PROPERTIES
The principal properties of the Company include its corporate headquarters,
its four production facilities and its 54 distribution centers, all of which are
owned by the Company except for its corporate headquarters, two
production/distribution facilities and nine distribution centers.
On November 30, 1992, the Company and the owner of the Company's Snyder
Production Center in Charlotte, North Carolina agreed to the early termination
of the Company's lease. Harrison Limited Partnership One purchased the property
contemporaneously with the termination of the lease, and the Company and
Harrison Limited Partnership One entered into an agreement under which the
Company leased the property for a 10-year term beginning on December 1, 1992.
JFH Management, Inc., a North Carolina corporation of which J. Frank Harrison,
Jr. is the sole shareholder, serves as sole general partner of the limited
partnership that purchased the production center property. The sole limited
partner of the limited partnership is a trust as to which J. Frank Harrison, III
and Reid M. Henson are co-trustees, share investment powers, and as to which
they share voting power for purposes of this partnership interest. The
beneficiaries of this trust are J. Frank Harrison, Jr. and his descendants. The
annual base rent the Company is obligated to pay under the lease agreement is
subject to adjustment for increases in the Consumer Price Index and for
increases or decreases in interest rates based on London Interbank Offered Rate
("LIBOR").
On June 1, 1993, Beacon Investment Corporation, a North Carolina
corporation of which J. Frank Harrison, III is sole shareholder, purchased the
office building located on Rexford Road in Charlotte, North Carolina, in which
the Company leases its principal executive offices. Contemporaneously, the
Company entered into a 10-year lease commencing June 1, 1993 with Beacon
Investment Corporation for office space within the building. The annual base
rent the Company is obligated to pay under the lease agreement is subject to
adjustment for increases in the Consumer Price Index and for increases or
decreases in interest rates based on LIBOR.
The Company also leases its 297,500 square-foot production/distribution
facility in Nashville, Tennessee. The lease requires monthly payments through
2002. The Company's other real estate leases are not material.
The Company owns and operates two soft drink production facilities apart
from the leased facilities described above. The current percentage utilization
of the Company's production centers as of March 10, 1997 is approximately as
indicated below:
PRODUCTION FACILITIES
PERCENTAGE
LOCATION UTILIZATION*
Charlotte, North Carolina................................................................ 86%
Mobile, Alabama.......................................................................... 79%
Nashville, Tennessee..................................................................... 70%
Roanoke, Virginia........................................................................ 89%
* Estimated 1997 production divided by capacity (based on 80 hours of operations
per week).
The Company currently has sufficient production capacity to meet its
operational requirements. In addition to the production facilities noted above,
the Company also has access to production capacity from South Atlantic Canners,
Inc.
7
Bottled and canned soft drinks are transported to distribution centers for
storage pending sale. The number of distribution centers by market area as of
March 10, 1997 is as follows:
DISTRIBUTION CENTERS
NUMBER OF
REGION CENTERS
North Carolina............................................................................ 16
South Alabama............................................................................. 6
South Georgia............................................................................. 5
Middle Tennessee.......................................................................... 8
Western Virginia.......................................................................... 8
West Virginia............................................................................. 11
The Company's distribution facilities are all in good condition and are
adequate for the Company's operations as presently conducted.
The Company also operates approximately 2,700 vehicles in the sale and
distribution of its soft drink products, of which approximately 1,400 are
delivery trucks. In addition, the Company owns or leases approximately 116,000
soft drink dispensing and vending machines.
ITEM 3 -- LEGAL PROCEEDINGS
The Company is involved in various claims and legal proceedings which have
arisen in the ordinary course of its business. The Company believes that the
ultimate disposition of these claims will not have a material adverse effect on
the financial condition, cash flows or results of operations of the Company.
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year ended December 29, 1996.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K, the following list is
included as an unnumbered item in Part I of this Report in lieu of being
included in the Proxy Statement for the Annual Meeting of Shareholders to be
filed.
The following is a list of names and ages of all the executive officers of
the Registrant as of March 10, 1997, indicating all positions and offices with
the Registrant held by each such person. All officers have served in their
present capacities for the past five years except as otherwise stated.
J. FRANK HARRISON, III, age 42, is Chairman of the Board of Directors and
Chief Executive Officer of the Company. Mr. Harrison was appointed Chairman of
the Board of Directors in December 1996. Mr. Harrison served in the capacity of
Vice Chairman since November 1987 and was appointed as the Company's Chief
Executive Officer in May 1994. He was first employed by the Company in 1977, and
has served as a Division Sales Manager and as a Vice President of the Company.
Mr. Harrison, III is a Director of Wachovia Bank & Trust Co., N.A., Southern
Region Board. He is Chairman of the Compensation Committee and is a member of
the Executive Committee, the Audit Committee and the Finance Committee.
REID M. HENSON, age 57, has served as a Vice Chairman of the Board of
Directors of the Company since 1983. Prior to that time, Mr. Henson served as a
consultant for JTL Corporation, a management company, and later as President of
JTL Corporation. He has been a Director of the Company since 1979, is Chairman
of the Audit Committee and is a member of the Executive Committee, the
Retirement Benefits Committee and the Finance Committee.
JAMES L. MOORE, JR., age 54, is President and Chief Operating Officer of
the Company. Prior to his election as President in March 1987, he served as
President and Chief Executive Officer of Atlantic Soft Drink Co., a soft drink
bottling subsidiary of Grand Metropolitan USA. Mr. Moore has been a Director of
the Company since March 1987. He is a member of the Executive Committee and is
Chairman of the Retirement Benefits Committee.
8
ROBERT D. PETTUS, JR., age 52, is Executive Vice President and Assistant to
the Chairman, a position to which he was appointed in January 1997. Mr. Pettus
was previously Vice President, Human Resources, a position he held since
September 1984. Prior to joining the Company, he was Director, Employee
Relations for the Texize Division of Morton-Thiokol for seven years.
DAVID V. SINGER, age 41, is Vice President and Chief Financial Officer. In
addition to his Finance duties, Mr. Singer has overall responsibility for the
Company's Purchasing/Materials Management function as well as the Manufacturing
function. He served as Vice President, Chief Financial Officer and Treasurer
from October 1987 through May 1992; prior to that he was Vice President and
Treasurer. Prior to joining the Company in March 1986, Mr. Singer was a Vice
President of Corporate Banking for Mellon Bank, N.A.
M. CRAIG AKINS, age 46, is Regional Vice President, Sales for the Virginia
and West Virginia Divisions, a position he has held since June 1996. He was
previously Vice President, Cold Drink Market, a position he was appointed to in
October 1993. He was Vice President, Division Manager of the Tennessee Division
from 1989-1993. From 1987 through 1988, he was General Manager of the Nashville,
TN sales center. From 1985 through 1986, he was Trade Development Director of
the Tennessee Division. Prior to joining the Company in 1985, he was a Regional
Trade Development Manager for Coca-Cola USA.
STEVEN D. CALDWELL, age 47, joined the Company in April 1987 as Vice
President, Business Systems and Services. Prior to joining the Company, he was
Director of MIS at Atlantic Soft Drink Co., a soft drink bottling subsidiary of
Grand Metropolitan USA for four years.
WILLIAM B. ELMORE, age 41, is Vice President, Treasurer, a position he has
held since June 1996. He was Vice President, Regional Manager for the Virginia
Division, West Virginia Division and Tennessee Division, from November 1991 to
June 1996. He was Vice President, Division Manager of the West Virginia Division
from 1989-1991. He was Senior Director, Corporate Marketing from 1988-1989.
Preceding that, he held various positions in sales and marketing in the
Charlotte Division from 1985-1988. Before joining the Company in 1985, he was
employed by Coca-Cola USA for seven years where he held several positions in
their field sales organization.
NORMAN C. GEORGE, age 41, is Regional Vice President, Sales for the
Carolinas South Region, a position he has held since November 1991. He served as
Vice President, Division Manager of the Southern Division from 1988-1991. He
served as Vice President, Division Manager of the Alabama Division from
1986-1988. From 1982-1986, he served as Director of Sales and Operations in the
Northern Division. Prior to joining the Company in 1982, he was Sales Manager of
the Dallas-Fort Worth Dr Pepper Bottling Company in Irving, Texas.
UMESH M. KASBEKAR, age 39, is Vice President, Planning and Administration,
a position he has held since December 1994. He was Vice President, Planning from
December 1988 until December 1994. He was first employed by the Company in 1983
and held various other positions with the Company from 1983 to 1988.
C. RAY MAYHALL, age 49, is Regional Vice President, Sales for the Georgia
Division, Alabama Division and the Carolinas North Region, a position he has
held since November 1991. He served as Vice President, Division Manager of the
Northern Division from 1989-1991. Before joining the Company in 1989, he was
Vice President, Sales and Marketing of Florida Coca-Cola Bottling Company, a
position he had held since 1987. Prior to 1987, he was Division Manager of the
Central Florida Division of Florida Coca-Cola Bottling Company for six years.
JAMES B. STUART, age 54, joined the Company in October 1990 as Vice
President, Marketing. Mr. Stuart had been Senior Vice President, Sales and
Marketing with JTL Corporation from 1980 until such company was acquired by The
Coca-Cola Company in 1986. From 1987 until joining the Company in 1990, Mr.
Stuart formed his own marketing company, serving a number of clients inside and
outside the soft drink industry. During this period, he worked almost
exclusively with the International Business Sector of The Coca-Cola Company.
STEVEN D. WESTPHAL, age 42, is Vice President and Controller of the
Company, a position he has held since November 1987. Prior to joining the
Company, he was Vice President-Finance for Joyce Beverages, an independent
bottler, beginning in January 1985. Prior to working for Joyce Beverages, he was
Director of Corporate Planning for Mid-Atlantic Coca-Cola Bottling Company, Inc.
from December 1981 to December 1984.
9
PART II
ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company has two classes of common stock outstanding, Common Stock and
Class B Common Stock. The Common Stock is traded on the Nasdaq National Market
tier of the Nasdaq Stock Market under the symbol COKE. The table below sets
forth for the periods indicated the high and low reported sales prices per share
of Common Stock. There is no established public trading market for the Class B
Common Stock. Shares of Class B Common Stock are convertible on a
share-for-share basis into shares of Common Stock.
FISCAL YEAR
1996 1995
HIGH LOW HIGH LOW
First quarter.......................................................................... $35.50 $31.50 $29.75 $26.00
Second quarter......................................................................... 35.25 32.25 32.75 29.25
Third quarter.......................................................................... 39.50 32.75 35.88 31.00
Fourth quarter......................................................................... 48.75 38.00 35.50 33.25
The quarterly dividend rate of $.25 per share on both Common Stock and
Class B Common Stock shares was maintained throughout 1994, 1995 and 1996.
Pursuant to the Company's Certificate of Incorporation, no cash dividend or
dividend of property or stock other than stock of the Company may be declared
and paid, per share, on the Class B Common Stock unless a dividend of an amount
greater than or equal to such cash or property or stock has been declared and
paid on the Common Stock. Reference should be made to Article Fourth of the
Company's Certificate of Incorporation for additional provisions relating to the
relative dividend rights of holders of Common Stock and Class B Common Stock.
The amount and frequency of future dividends will be determined by the
Company's Board of Directors in light of the earnings and financial condition of
the Company at such time, and no assurance can be given that dividends will be
declared in the future.
The number of shareholders of record of the Common Stock and Class B Common
Stock, as of March 10, 1997, was 2,387 and 14, respectively.
ITEM 6 -- SELECTED FINANCIAL DATA
The following table sets forth certain selected financial data concerning
the Company for the five years ended December 29, 1996. The data for the five
years ended December 29, 1996 is unaudited but is derived from audited financial
statements of the Company. This information should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" set forth in Item 7 hereof and is qualified in its entirety by
reference to the more detailed financial statements and notes contained in Item
8 hereof. This information should also be read in conjunction with the
"Introduction and Recent Developments" section in Item 1 hereof which details
the Company's significant acquisitions and divestitures since 1984.
10
COCA-COLA BOTTLING CO. CONSOLIDATED
SELECTED FINANCIAL DATA*
IN THOUSANDS (EXCEPT PER SHARE DATA)
FISCAL YEAR
SUMMARY OF OPERATIONS 1996 1995 1994 1993 1992
Net sales................................................. $773,763 $761,876 $723,896 $686,960 $ 655,778
Cost of sales............................................. 435,959 447,636 427,140 396,077 372,865
Selling expenses.......................................... 177,734 158,831 149,992 144,411 151,382
General and administrative expenses....................... 58,793 54,720 54,559 51,125 47,154
Depreciation expense...................................... 28,528 26,746 24,188 23,284 22,217
Amortization of goodwill and intangibles.................. 12,238 12,230 12,309 14,784 18,326
Total costs and expenses.................................. 713,252 700,163 668,188 629,681 611,944
Income from operations.................................... 60,511 61,713 55,708 57,279 43,834
Interest expense.......................................... 30,379 33,091 31,385 30,994 36,862
Other income (expense), net............................... (4,433) (3,401) 63 (2,270) (2,121)
Income before income taxes, extraordinary charge and
effect of accounting changes............................ 25,699 25,221 24,386 24,015 4,851
Federal and state income taxes............................ 9,535 9,685 10,239 9,182 2,768
Income before extraordinary charge and effect of
accounting changes...................................... 16,164 15,536 14,147 14,833 2,083
Extraordinary charge...................................... (5,016)
Effect of accounting changes.............................. (2,211) (116,199)
Net income (loss)......................................... 16,164 10,520 11,936 14,833 (114,116)
Preferred stock dividends................................. 4,195
Net income (loss) applicable to common
shareholders............................................ $ 16,164 $ 10,520 $ 11,936 $ 14,833 $(118,311)
Income (loss) per share:
Income (loss) before extraordinary charge and effect of
accounting changes................................... $ 1.74 $ 1.67 $ 1.52 $ 1.60 $ (.23)
Extraordinary charge.................................... (.54)
Effect of accounting changes............................ (.24) (12.66)
Net income (loss) applicable to common shareholders..... $ 1.74 $ 1.13 $ 1.28 $ 1.60 $ (12.89)
Cash dividends per share:
Common.................................................. $ 1.00 $ 1.00 $ 1.00 $ .88 $ .88
Class B Common.......................................... $ 1.00 $ 1.00 $ 1.00 $ .52 $ .52
OTHER INFORMATION
Weighted average number of Common and Class B Common
shares outstanding...................................... 9,280 9,294 9,294 9,258 9,181
YEAR-END FINANCIAL POSITION
Total assets.............................................. $702,396 $676,571 $664,159 $648,449 $ 785,871
Long-term debt............................................ 439,453 419,896 432,971 434,358 555,126
Shareholders' equity...................................... 22,269 38,972 33,981 29,629 25,806
* All years presented are 52-week years except for 1992 which is a 53-week
year. See Note 2 to the consolidated financial statements for information
concerning the Company's investment in Piedmont Coca-Cola Bottling Partnership.
During 1992, the Company changed its method of accounting for income taxes and
for postretirement benefits other than pensions. In 1994, the Company changed
its method of accounting for postemployment benefits, as described in Note 12.
In 1995, the Company recorded an extraordinary charge related to the repurchase
at a premium of a portion of the Company's long-term debt, as described in
Note 6.
11
ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
THE COMPANY
Coca-Cola Bottling Co. Consolidated ("the Company") is engaged in the
production, marketing and distribution of soft drinks, primarily products of The
Coca-Cola Company. Since 1984, the Company has expanded its franchise territory
throughout the Southeast, primarily through acquisitions, increasing its net
sales from $130 million in 1984 to over $773 million in 1996. The Company is
currently the second largest bottler of products of The Coca-Cola Company in the
United States.
THE YEAR IN REVIEW
Strong performance trends reported over the past five years continued in
1996. Key indicators including solid volume growth, higher earnings and
increased operating cash flow continued to be favorable in 1996. Per capita
consumption in the Company's franchise territory has increased at a rate in
excess of the average for the Coca-Cola bottling system in the U.S. Earnings per
share have increased dramatically over the past five years. Earnings per share
in 1996 were $1.74 compared to a per share loss before effect of accounting
changes of $.23 in 1992. Operating cash flow has increased from $84.4 million in
1992 to $101.3 million in 1996. We attribute our success to great products, a
strong relationship with The Coca-Cola Company, strategic acquisitions, internal
growth, solid operating performance and a highly motivated and dedicated group
of over 5,000 employees. The Company continues to focus on its key long-term
objectives including increasing per capita consumption, operating cash flow and
shareholder value.
Operating results for 1996 were positively impacted by reductions in the
costs of certain raw materials and packaging materials. The Company expects the
favorable raw material cost environment to continue into 1997.
The Company continues to find new and innovative marketing strategies to
spur increases in per capita consumption. The introduction of the PET contour
bottle and the PET proprietary Sprite bottle over the past two years have
generated very positive response from consumers. Sprite sales increased by 20%
in 1996 over 1995. The Company participated in the high profile "Red Zone"
promotion with the National Football League throughout the 1996 football season,
culminating with the Super Bowl (TM) in January 1997. The Red Hot Olympic Summer
promotion brought increased attention to our core brands during the summer.
On November 14, 1996 the Company issued a Dutch auction self tender to
repurchase up to one million of its outstanding shares of Common Stock. On
December 13, 1996 the Company repurchased 508,690 shares of its Common Stock
under the terms of this offer at $46.00 per share for a total purchase price of
$23.4 million. On January 7, 1997 an additional 145,260 shares of Common Stock
were repurchased for $6.9 million from a shareholder in a private transaction.
During February 1997, the Company purchased 275,490 shares of its Common Stock
from The Coca-Cola Company for $13.1 million under a contractual arrangement to
maintain The Coca-Cola Company's equity ownership at a prescribed level. These
repurchases were financed using the Company's available lines of credit.
Management of the Company believes that the Common Stock repurchases will
enhance long-term shareholder value.
Subsequent to year end, on January 14, 1997, the Company purchased all of
its equipment leases with Coca-Cola Financial Corporation for $66.3 million. The
leased equipment, primarily vending machines, is used throughout the Company's
operating territory. The buyout of the leases will provide the Company with
enhanced income tax benefits.
SIGNIFICANT EVENTS OF PRIOR YEARS
On November 1, 1995, the Company issued $100 million of 6.85% debentures
under its $400 million shelf registration for debt and equities filed with the
Securities and Exchange Commission in 1994. The proceeds from the issuance of
the debentures were used to retire early $87 million of the Company's
Medium-Term Notes which matured in 1999, 2000 and 2002 and bore interest rates
of 7.99%, 10.00% and 8.56%, respectively. In conjunction with the early
retirement of the Medium-Term Notes, the Company recorded an after-tax
extraordinary charge of $5.0 million or $.54 per share in 1995. This refinancing
allowed the Company to extend debt maturities and take advantage of lower
long-term interest rates.
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 pursuant to this
10-year management agreement. SAC significantly expanded its operations by
12
adding two PET bottling lines. These new bottling lines supply a portion of
the Company's volume requirements for PET product.
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 of The Coca-Cola Company and other third party licensors, primarily in
certain portions of North Carolina and South Carolina. The Company provides a
portion of the soft drink products to Piedmont and receives a fee for managing
the business of Piedmont pursuant to a management agreement. The Company and The
Coca-Cola Company, through their respective subsidiaries, each beneficially own
a 50% interest in Piedmont. The Company is accounting for its investment in
Piedmont using the equity method of accounting.
RESULTS OF OPERATIONS
1996 COMPARED TO 1995
NET INCOME
The Company reported net income of $16.2 million or $1.74 per share for
fiscal 1996 compared to $10.5 million or $1.13 per share for fiscal 1995. The
1996 results include a non-cash, after-tax charge of $2.7 million in the fourth
quarter related to retirement benefits payable under an agreement with J. Frank
Harrison, Jr., former Chairman of the Board of Directors of the Company. The
1995 results reflect an after-tax, extraordinary charge of $5.0 million or $.54
per share on the early retirement of some of the Company's Medium-Term Notes.
Net income in 1996 was higher than net income in 1995 due primarily to
reductions in the costs of certain raw materials and packaging materials, lower
interest rates on the Company's long-term debt and a reduced effective income
tax rate.
NET SALES
Net sales for 1996 increased 2%, reflecting a volume increase of 4% in
franchise sales offset by lower contract sales to other Coca-Cola bottlers. The
Company continued to see solid growth in its flagship brands, Coca-Cola classic
and diet Coke. Sprite volume increased by 20% over the prior year. Mello Yello
continues to enjoy strong growth with a volume increase of over 7% from 1995.
Sales to other bottlers decreased by $14.5 million during 1996 as compared to
1995 primarily due to South Atlantic Canners, rather than the Company, selling
certain products to Piedmont. Finished products are sold by the Company to
Piedmont at cost.
COST OF SALES AND OPERATING EXPENSES
Gross margin increased by 7.5% from 1995. The Company benefited from
decreases in costs for some of its key raw materials and packaging materials.
This increase in gross margin was also attributable to lower contract sales on
which gross margin is lower. The Company has agreements with its aluminum can
suppliers which require the Company to purchase the majority of its aluminum can
requirements for two of its four manufacturing facilities. These agreements,
which extend through the end of 2000, also reduce the variability of the cost of
cans for these two facilities.
Selling expenses increased from approximately 26% of net franchise sales in
1995 to approximately 28% of net franchise sales in 1996. The increase in
selling expenses was primarily due to higher employment costs, expenses related
to sales development programs, and special marketing and media costs related to
the 1996 Summer Olympic Games.
Depreciation expense increased 6.7% as a result of significant capital
spending in the past three years, primarily for manufacturing improvements
related to packaging changes and improvements to distribution facilities.
Depreciation expense will increase further in 1997 due to a buyout of
approximately $66.3 million of vending equipment leases in January 1997.
INVESTMENT IN PARTNERSHIP
The Company's share of Piedmont's net loss decreased to $1.2 million in
1996 from $2.1 million in 1995. The decreased loss was primarily due to
additional income tax benefits from Piedmont's wholly owned corporate
subsidiary.
INTEREST COSTS
Interest expense decreased by 8.2% in 1996 due to lower average interest
rates on the Company's long-term debt and a reduction of debt balances for the
majority of 1996. Lower interest rates were due primarily to the retirement of
$87 million of Medium-Term Notes in the fourth quarter of 1995. The Company's
average borrowing cost for 1996 was 7.1% compared to 7.3% in 1995. Interest
costs for 1997 are expected to increase significantly due to higher long-term
debt levels associated with the repurchase of shares of the Company's Common
Stock and a buyout of vending equipment leases in January 1997.
13
OTHER INCOME/EXPENSE
The $1.0 million change in "other income (expense), net" for 1996 was due
to losses on the sale of certain production equipment offset partially by a
reduction in the use of the Company's trade accounts receivable sale program.
INCOME TAXES
The effective tax rate for federal and state income taxes was approximately
37.1% in 1996 versus approximately 38.4% in 1995. The difference between the
effective rate and the statutory rate was due primarily to amortization of
nondeductible goodwill, state income taxes, nondeductible premiums on officers'
life insurance and other nondeductible expenses.
1995 COMPARED TO 1994
NET INCOME
The Company reported net income of $10.5 million or $1.13 per share for
fiscal 1995 compared to $11.9 million or $1.28 per share for fiscal 1994. The
1995 results reflected an after-tax extraordinary charge of $5.0 million or $.54
per share on the early retirement of some of the Company's Medium-Term Notes. A
one-time, after-tax noncash charge of $2.2 million or $.24 per share was
recorded in 1994 upon the adoption of Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits" ("SFAS
112").
SALES
Net franchise sales for 1995 increased 9%, reflecting a volume increase of
approximately 5% and higher average net selling prices. Sales to other bottlers
decreased by 13% during 1995 as compared to 1994 primarily due to South Atlantic
Canners providing a larger portion of Piedmont's finished products requirement.
Finished products are sold by the Company to Piedmont at cost.
COST OF SALES AND OPERATING EXPENSES
Costs of sales related to net franchise sales increased due to increases in
packaging costs; however, selling price increases more than offset the increases
in cost of sales. The cost of aluminum cans increased significantly at the
beginning of 1995 as a result of increases in the price of aluminum ingot. The
Company entered into agreements with its aluminum can suppliers in the fourth
quarter of 1995 requiring the Company to purchase the majority of its aluminum
can requirements for two of its four manufacturing facilities. The cost of resin
used to make plastic also increased significantly during 1995.
Gross margin increased 6% in 1995. As a percentage of net franchise sales,
gross margin decreased slightly due to higher ingredient costs.
Selling expenses for 1995 increased at a slower rate than net sales.
Selling expenses for 1995 decreased from approximately 26.3% of net franchise
sales in 1994 to approximately 25.9% of net franchise sales in 1995. Increased
selling costs were due to the Company's ongoing commitment to sales development
programs which resulted in increased market share in 1995. Employment costs rose
over 1994 levels due to increases in franchise volume and in certain sales and
operational areas as the Company strives to improve employee retention in key
markets.
Depreciation expense increased 10.6% as a result of increased capital
spending in 1995 and 1994, primarily for manufacturing improvements related to
packaging changes and improvements to distribution facilities.
INVESTMENT IN PARTNERSHIP
The Company's share of Piedmont's net loss increased from $671,000 in 1994
to $2.1 million in 1995. The increased loss was due primarily to higher
short-term interest rates on Piedmont's variable rate debt.
INTEREST COSTS
Interest expense increased by 5.4% in 1995 despite a reduction in long-term
debt of $13 million. This increase is attributable to an average borrowing cost
in 1995 of 7.3% versus 6.6% in 1994, due primarily to higher interest rates on
the Company's variable rate debt.
14
OTHER INCOME/EXPENSE
The $3.5 million change in "other income (expense), net" primarily reflects
a $1.2 million loss on the sale of assets in 1995 compared to a $1.4 million
gain on sales in 1994. In addition, higher short-term interest rates increased
the cost of the Company's trade accounts receivable sale program by $.6 million.
INCOME TAXES
The effective tax rate for federal and state income taxes was approximately
38.4% in 1995 versus approximately 42% in 1994. The difference between the
effective rate and the statutory rate was due primarily to amortization of
nondeductible goodwill, state income taxes, nondeductible premiums on officers'
life insurance and other nondeductible expenses. The 1995 rate was lower than
the 1994 rate due primarily to the utilization of certain credits and the
lessened impact of nondeductible items.
FINANCIAL CONDITION
Working capital increased by $44.2 million to $33.9 million at December 29,
1996 compared to a deficit of $10.3 million at December 31, 1995. The
significant change in working capital is primarily due to the increase in trade
accounts receivable of $38.8 million from the prior year. The Company had sold
$35 million of its trade accounts receivable as of December 31, 1995 under an
arrangement which had been in place since 1989. The program to sell trade
accounts receivable was suspended during the latter part of 1996 as this program
was no longer cost effective versus other financing alternatives. At December
29, 1996, the Company had not sold any of its trade accounts receivable. The
increase in working capital was also due to a decrease in accounts payable and
accrued liabilities of $7.6 million. This decrease was attributable primarily to
the timing of payments for certain accruals.
LIQUIDITY AND CAPITAL RESOURCES
As a part of its ongoing management of long-term debt maturities and
evaluation of the most cost effective sources of capital, the Company
restructured some of its available sources of borrowing during the year. The
Company suspended its arrangement to sell an undivided interest in a designated
pool of trade accounts receivable for up to a maximum of $40 million. On
December 31, 1995, the Company had sold $35 million of its trade accounts
receivable. On December 29, 1996, the Company had discontinued using the trade
accounts receivable sale program. The Company is now using its informal lines of
credit to finance a portion of the amounts previously obtained from the sale of
its trade accounts receivable.
On November 1, 1995, the Company issued $100 million of 6.85% debentures
due 2007 pursuant to a $400 million shelf registration for debt and equity
securities. The net proceeds from this issuance were used to repurchase
$87 million of the Company's Medium-Term Notes due between 1999 and 2002 and to
repay other outstanding borrowings.
The Company borrows from time to time under informal lines of credit from
various banks. On December 29, 1996, the Company had approximately $200 million
available under these lines, of which $19.7 million was outstanding. Loans under
these lines are made at the sole discretion of the banks at rates negotiated at
the time of borrowing.
In December 1996, the Company extended the maturity of a revolving credit
agreement totaling $170 million to December 2001. The agreement contains several
covenants that establish minimum ratio requirements related to debt and cash
flow. A commitment fee of 1/8% per year on the average daily unused amount of
the banks' commitment is payable quarterly. On December 29, 1996, $24 million
was outstanding under this facility.
A $100 million commercial paper program established in January 1990 was
suspended during the year. The Company had no borrowings under its commercial
paper program during 1995 and 1996.
It is the Company's intent to renew any borrowings under the revolving
credit facility and the lines of credit as they mature. To the extent that any
borrowings under the revolving credit facility and the informal lines of credit
do not exceed the amount available under the Company's $170 million revolving
credit facility, they are classified as noncurrent liabilities.
On October 30, 1992, the Company entered into a three-year, $50 million
loan agreement. This agreement was amended November 30, 1992 to increase this
facility by $25 million to a total of $75 million. The proceeds from the loan
agreement were used primarily to redeem the Company's outstanding preferred
stock. On January 31, 1994, funds from informal lines of credit were used to
repay the $75 million loan agreement.
15
The Company periodically uses interest rate hedging products to cost
effectively modify risk from interest rate fluctuations in its underlying debt.
The Company has historically altered its fixed/floating 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. Sensitivity
analyses are performed to review the impact on the Company's financial position
and coverage of various interest rate movements. The Company does not use
derivative financial instruments for trading purposes.
The weighted average interest rate of the debt portfolio as of December 29,
1996 is 7.2%. The Company's overall interest rate for 1996 declined to 7.1% from
7.3% in 1995. Approximately 51% of the Company's debt portfolio of $439 million
was subject to changes in short-term interest rates as of December 29, 1996.
Leasing is used for certain capital additions when considered cost
effective related to other sources of capital. Total lease expense in 1996 was
$27.0 million compared to $23.3 million in 1995. The Company completed the
buyout of approximately $66.3 million of leases for vending equipment on January
14, 1997. This buyout will provide the Company with future income tax benefits.
Lease expense is expected to decline in 1997 as a result of this transaction.
At the end of 1996, the Company had no material commitments for the
purchase of capital assets other than those related to normal replacement of
equipment.
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.
16
ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
COCA-COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED BALANCE SHEETS
IN THOUSANDS (EXCEPT SHARE DATA)
DEC. 29, DEC. 31,
1996 1995
ASSETS
Current assets:
Cash.................................................................................................. $ 2,941 $ 2,434
Accounts receivable, trade, less allowance for
doubtful accounts of $410 and $406.................................................................. 50,918 12,098
Accounts receivable from The Coca-Cola Company........................................................ 2,392 6,725
Due from Piedmont Coca-Cola Bottling Partnership...................................................... 5,888 4,584
Accounts receivable, other............................................................................ 8,216 9,492
Inventories........................................................................................... 30,787 27,989
Prepaid expenses and other current assets............................................................. 9,453 6,935
Total current assets................................................................................ 110,595 70,257
PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation of $161,615 and $153,602................. 190,073 191,800
INVESTMENT IN PIEDMONT COCA-COLA BOTTLING PARTNERSHIP................................................. 64,462 65,624
OTHER ASSETS.......................................................................................... 33,802 33,268
IDENTIFIABLE INTANGIBLE ASSETS, less accumulated amortization of $95,403 and $85,535.................. 238,115 247,983
EXCESS OF COST OVER FAIR VALUE OF NET ASSETS
OF BUSINESSES ACQUIRED, less accumulated amortization of $26,269 and $23,980........................ 65,349 67,639
Total............................................................................................... $702,396 $676,571
See Accompanying Notes to Consolidated Financial Statements.
17
DEC. 29, Dec. 31,
1996 1995
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Portion of long-term debt payable within one year..................................................... $ 105 $ 120
Accounts payable and accrued liabilities.............................................................. 56,939 64,551
Accounts payable to The Coca-Cola Company............................................................. 3,249 3,636
Accrued compensation.................................................................................. 5,275 5,049
Accrued interest payable.............................................................................. 11,112 7,218
Total current liabilities........................................................................... 76,680 80,574
DEFERRED INCOME TAXES................................................................................. 108,403 97,252
DEFERRED CREDITS...................................................................................... 12,096 9,072
OTHER LIABILITIES..................................................................................... 43,495 30,805
LONG-TERM DEBT........................................................................................ 439,453 419,896
Total liabilities................................................................................... 680,127 637,599
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-10,107,359 and 10,090,859 shares............................... 10,107 10,090
Class B Common Stock, $1 par value:
Authorized-10,000,000 shares; Issued-1,947,976 and 1,964,476 shares................................. 1,948 1,965
Class C Common Stock, $1 par value:
Authorized-20,000,000 shares; Issued-None
Capital in excess of par value........................................................................ 111,439 120,733
Accumulated deficit................................................................................... (59,868) (76,032)
Minimum pension liability adjustment.................................................................. (104) (138)
63,522 56,618
Less-Treasury stock, at cost:
Common-2,641,490 shares............................................................................. 40,844 17,237
Class B Common-628,114 shares....................................................................... 409 409
Total shareholders' equity.......................................................................... 22,269 38,972
Total............................................................................................... $702,396 $676,571
See Accompanying Notes to Consolidated Financial Statements.
18
COCA-COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED STATEMENTS OF OPERATIONS
IN THOUSANDS (EXCEPT PER SHARE DATA)
FISCAL YEAR
1996 1995 1994
NET SALES (includes sales to Piedmont of $61,565, $71,123 and $85,272)................... $773,763 $761,876 $723,896
Cost of sales, excluding depreciation shown below (includes $51,295, $62,526 and $75,879
related to sales to Piedmont).......................................................... 435,959 447,636 427,140
GROSS MARGIN............................................................................. 337,804 314,240 296,756
Selling expenses......................................................................... 177,734 158,831 149,992
General and administrative expenses...................................................... 58,793 54,720 54,559
Depreciation expense..................................................................... 28,528 26,746 24,188
Amortization of goodwill and intangibles................................................. 12,238 12,230 12,309
INCOME FROM OPERATIONS................................................................... 60,511 61,713 55,708
Interest expense......................................................................... 30,379 33,091 31,385
Other income (expense), net.............................................................. (4,433) (3,401) 63
Income before income taxes, extraordinary charge and effect of accounting change......... 25,699 25,221 24,386
Federal and state income taxes:
Current................................................................................ 753 751 304
Deferred............................................................................... 8,782 8,934 9,935
Total federal and state income taxes..................................................... 9,535 9,685 10,239
Income before extraordinary charge and effect of accounting change....................... 16,164 15,536 14,147
Extraordinary charge, net of tax benefit of $3,127....................................... (5,016)
Effect of accounting change.............................................................. (2,211)
NET INCOME............................................................................... $ 16,164 $ 10,520 $ 11,936
Income per share:
Income before extraordinary charge and effect of accounting change..................... $ 1.74 $ 1.67 $ 1.52
Extraordinary charge................................................................... (.54)
Effect of accounting change............................................................ (.24)
NET INCOME............................................................................... $ 1.74 $ 1.13 $ 1.28
Cash dividends per share:
Common Stock........................................................................... $ 1.00 $ 1.00 $ 1.00
Class B Common Stock................................................................... 1.00 1.00 1.00
Weighted average number of Common and Class B Common shares outstanding.................. 9,280 9,294 9,294
See Accompanying Notes to Consolidated Financial Statements.
19
COCA-COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
IN THOUSANDS
FISCAL YEAR
1996 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................................................................. $ 16,164 $ 10,520 $ 11,936
Adjustments to reconcile net income to net cash provided by operating activities:
Extraordinary charge.................................................................. 5,016
Effect of accounting change........................................................... 2,211
Depreciation expense.................................................................. 28,528 26,746 24,188
Amortization of goodwill and intangibles.............................................. 12,238 12,230 12,309
Deferred income taxes................................................................. 8,782 8,934 9,935
(Gains) losses on sale of property, plant and equipment............................... 1,810 1,182 (1,361)
Amortization of debt costs............................................................ 540 467 448
Undistributed loss of Piedmont Coca-Cola Bottling Partnership......................... 1,162 2,105 671
Increase in current assets less current liabilities................................... (43,725) (3,174) (8,667)
Increase in other noncurrent assets................................................... (994) (9,588) (3,287)
Increase in other noncurrent liabilities.............................................. 18,675 10,891 7,779
Other................................................................................. 12 237 521
Total adjustments.......................................................................... 27,028 55,046 44,747
Net cash provided by operating activities 43,192 65,566 56,683
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from the issuance of long-term debt........................................... 19,557 73,840
Payments on long-term debt................................................................. (1,387)
Purchase of Common Stock................................................................... (23,607)
Redemption of Medium-Term Notes............................................................ (95,948)
Cash dividends paid........................................................................ (9,294) (9,295) (9,294)
Other...................................................................................... (718) 791 (1,654)
Net cash used in financing activities...................................................... (14,062) (30,612) (12,335)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment................................................. (29,990) (37,284) (49,292)
Proceeds from the sale of property, plant and equipment.................................... 1,367 2,952 5,494
Net cash used in investing activities...................................................... (28,623) (34,332) (43,798)
NET INCREASE IN CASH....................................................................... 507 622 550
CASH AT BEGINNING OF YEAR.................................................................. 2,434 1,812 1,262
CASH AT END OF YEAR........................................................................ $ 2,941 $ 2,434 $ 1,812
See Accompanying Notes to Consolidated Financial Statements.
20
COCA-COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
IN THOUSANDS
CLASS MINIMUM
B CAPITAL 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............................................ 11,936
Cash dividends paid................................... (9,294)
Minimum pension liability adjustment.................. 1,710
Balance on January 1, 1995............................ 10,090 1,965 130,028 (86,552) (3,904) 17,646
Net income............................................ 10,520
Cash dividends paid................................... (9,295)
Minimum pension liability adjustment.................. 3,766
Balance on December 31, 1995.......................... 10,090 1,965 120,733 (76,032) (138) 17,646
Net income............................................ 16,164
Cash dividends paid................................... (9,294)
Minimum pension liability adjustment.................. 34
Purchase of Treasury stock............................ 23,607
Conversion of Class B Common Stock into Common
Stock............................................... 17 (17)
BALANCE ON DECEMBER 29, 1996.......................... $10,107 $1,948 $ 111,439 $ (59,868) $ (104) $ 41,253
See Accompanying Notes to Consolidated Financial Statements.
21
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
Coca-Cola Bottling Co. Consolidated (the "Company") is engaged in the
production, marketing and distribution of carbonated and noncarbonated
beverages, primarily products of The Coca-Cola Company. The Company operates in
portions of 12 states, principally in the southeastern region of the United
States.
The consolidated financial statements include the accounts of the Company
and its majority owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
The fiscal years presented are the 52-week periods ended December 29, 1996,
December 31, 1995 and January 1, 1995.
Certain prior year amounts have been reclassified to conform to current
year classifications.
The Company's more significant accounting policies are as follows:
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, cash in banks and cash
equivalents, which are highly liquid debt instruments with maturities of less
than 90 days.
INVENTORIES
Inventories are stated at the lower of cost, primarily determined on the
last-in, first-out basis ("LIFO"), or market.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost and depreciated using
the straight-line method over the estimated useful lives of the assets.
Additions and major replacements or betterments are added to the assets at cost.
Maintenance and repair costs and minor replacements are charged to expense when
incurred. When assets are replaced or otherwise disposed of, the cost and
accumulated depreciation are removed from the accounts, and the gains or losses,
if any, are reflected in income.
INVESTMENT IN PIEDMONT COCA-COLA BOTTLING PARTNERSHIP
The Company beneficially owns a 50% interest in Piedmont Coca-Cola Bottling
Partnership ("Piedmont"). The Company accounts for its interest in Piedmont
using the equity method of accounting.
With respect to Piedmont, sales of soft drink products at cost, management
fee revenue and the Company's share of Piedmont's results from operations are
included in "Net sales." See Note 2 for additional information.
INCOME TAXES
The Company provides deferred income taxes for the tax effects of temporary
differences between the financial reporting and income tax bases of the
Company's assets and liabilities.
BENEFIT PLANS
The Company has a noncontributory pension plan covering substantially all
nonunion employees and one noncontributory pension plan covering certain union
employees. Costs of the plans are charged to current operations and consist of
several components of net periodic pension cost based on various actuarial
assumptions regarding future experience of the plans. In addition, certain other
union employees are covered by plans provided by their respective union
organizations. The Company expenses amounts as paid in accordance with union
agreements. The Company recognizes the cost of postretirement benefits, which
consist principally of medical benefits, during employees' periods of active
service.
Amounts recorded for benefit plans reflect estimates related to future
interest rates, investment returns, employee turnover, wage increases and health
care costs. The Company reviews all assumptions and estimates on an ongoing
basis.
22
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
INTANGIBLE ASSETS AND EXCESS OF COST OVER FAIR VALUE OF NET ASSETS OF BUSINESSES
ACQUIRED
Identifiable intangible assets resulting from the acquisition of Coca-Cola
bottling franchises are being amortized on a straight-line basis over periods
ranging from 17 to 40 years. The excess of cost over fair value of net assets of
businesses acquired is being amortized on a straight-line basis over 40 years.
The Company continually monitors conditions that may affect the carrying
value of its intangible assets. When conditions indicate potential impairment of
an intangible asset, the Company will undertake necessary market studies and
reevaluate projected future cash flows associated with the intangible asset.
When projected future cash flows, not discounted for the time value of money,
are less than the carrying value of the intangible asset, the impaired asset is
written down to its net realizable value.
PER SHARE AMOUNTS
Per share amounts are calculated based on the weighted average number of
Common and Class B Common shares outstanding.
POSTEMPLOYMENT BENEFITS
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. Postemployment benefits
encompass various types of employer-provided benefits including, but not limited
to, workers' compensation, disability-related benefits and severance benefits.
The Company adopted the provisions of SFAS 112 in the first quarter of
1994, effective January 3, 1994.
DERIVATIVE FINANCIAL INSTRUMENTS
Unamortized deferred gains or losses on interest rate swap terminations are
amortized over the lives of the initial agreements as an adjustment to interest
expense. Amounts receivable or payable under interest rate swap agreements are
included in other assets or other liabilities.
2. INVESTMENT IN PIEDMONT COCA-COLA BOTTLING PARTNERSHIP
On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont to
distribute and market soft drink products primarily in certain 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 portion of the soft drink products for Piedmont at cost
and receives a fee for managing the operations of Piedmont pursuant to a
management agreement.
Subsidiaries of the Company made an initial capital contribution to
Piedmont of $70 million in the aggregate. The capital contribution made by such
subsidiaries was composed of approximately $21.7 million in cash and of bottling
operations and certain assets used in connection with the Company's Wilson,
North Carolina and Greenville and Beaufort, South Carolina territories. The cash
contributed to Piedmont by the Company's subsidiaries was provided from the
Company's available credit facilities. The Company sold other territories to
Piedmont for an aggregate purchase price of approximately $118 million. Assets
were sold or contributed at their approximate carrying values. Proceeds from the
sale of territories to Piedmont, net of the Company's cash contribution, totaled
approximately $96 million and were used to reduce the Company's long-term debt.
23
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Summarized financial information for Piedmont is as follows:
DEC. 29, DEC. 31,
IN THOUSANDS 1996 1995
Current assets........................................................................................ $ 26,896 $ 22,136
Noncurrent assets..................................................................................... 344,976 351,450
Total assets.......................................................................................... $371,872 $373,586
Current liabilities................................................................................... $ 14,573 $ 13,775
Noncurrent liabilities................................................................................ 228,375 228,563
Total liabilities..................................................................................... 242,948 242,338
Partners' equity...................................................................................... 128,924 131,248
Total liabilities and partners' equity................................................................ $371,872 $373,586
Company's equity investment........................................................................... $ 64,462 $ 65,624
FISCAL YEAR
IN THOUSANDS 1996 1995 1994
Net sales................................................................................ $223,834 $212,665 $194,054
Cost of sales............................................................................ 129,059 126,197 109,563
Gross margin............................................................................. 94,775 86,468 84,491
Income from operations................................................................... 6,533 5,618 6,705
Net loss................................................................................. $ (2,324) $ (4,210) $ (1,342)
Company's equity in loss................................................................. $ (1,162) $ (2,105) $ (671)
3. INVENTORIES
Inventories are summarized as follows:
DEC. 29, DEC. 31,
IN THOUSANDS 1996 1995
Finished products....................................................................................... $ 18,888 $ 18,294
Manufacturing materials................................................................................. 9,894 8,324
Plastic pallets and other............................................................................... 2,005 1,371
Total inventories....................................................................................... $ 30,787 $ 27,989
The amounts included above for inventories valued by the LIFO method were
greater than replacement or current cost by approximately $2.1 million and $1.2
million on December 29, 1996 and December 31, 1995, respectively, as a result of
inventory premiums associated with certain acquisitions.
24
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. PROPERTY, PLANT AND EQUIPMENT
The principal categories and estimated useful lives of property, plant and
equipment were as follows:
DEC. 29, DEC. 31, ESTIMATED
IN THOUSANDS 1996 1995 USEFUL LIVES
Land................................................................................ $ 9,363 $ 9,500
Buildings........................................................................... 73,543 71,359 10-50 years
Machinery and equipment............................................................. 81,090 80,909 5-20 years
Transportation equipment............................................................ 54,599 48,267 4-10 years
Furniture and fixtures.............................................................. 26,002 23,027 7-10 years
Vending equipment................................................................... 80,588 88,903 6-13 years
Leasehold and land improvements..................................................... 25,343 20,048 5-20 years
Construction in progress............................................................ 1,160 3,389
Total property, plant and equipment, at cost........................................ 351,688 345,402
Less: Accumulated depreciation...................................................... 161,615 153,602
Property, plant and equipment, net $190,073 $191,800
5. IDENTIFIABLE INTANGIBLE ASSETS
The principal categories and estimated useful lives of identifiable
intangible assets, net of accumulated amortization, were as follows:
DEC. 29, DEC. 31, ESTIMATED
IN THOUSANDS 1996 1995 USEFUL LIVES
Franchise rights.................................................................... $210,618 $217,149 40 years
Customer lists...................................................................... 22,670 25,400 17-23 years
Advertising savings................................................................. 4,251 4,764 17-23 years
Other............................................................................... 576 670 17-18 years
Total identifiable intangible assets................................................ $238,115 $247,983
25
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. LONG-TERM DEBT
Long-term debt is summarized as follows:
FIXED(F) OR
INTEREST VARIABLE(V) INTEREST DEC. 29, DEC. 31,
IN THOUSANDS MATURITY RATE RATE PAID 1996 1995
Lines of Credit................................ 2001 5.50% V Varies $ 19,720 $ 22,590
Revolving Credit............................... 2001 5.86% V Varies 24,000 --
Term Loan Agreement............................ 2002 6.39% V Varies 85,000 85,000
Term Loan Agreement............................ 2003 6.39% V Varies 85,000 85,000
Medium-Term Notes.............................. 1998 6.14% V Quarterly 10,000 10,000
Medium-Term Notes.............................. 1998 10.05% F Semi- 2,000 2,000
annually
Medium-Term Notes.............................. 1999 7.99% F Semi- 28,585 28,585
annually
Medium-Term Notes.............................. 2000 10.00% F Semi- 25,500 25,500
annually
Medium-Term Notes.............................. 2002 8.56% F Semi- 47,000 47,000
annually
Debentures 2007 6.85% F Semi- 100,000 100,000
annually
Other notes payable............................ 1997- 6.85%- F Varies 12,753 14,341
2001 10.00%
439,558 420,016
Less: Portion of long-term debt payable within one year............................................... 105 120
Long-term debt........................................................................................ $439,453 $419,896
The principal maturities of long-term debt outstanding on December 29, 1996
were as follows:
IN THOUSANDS
1997.......................................................................... $ 105
1998.......................................................................... 12,030
1999.......................................................................... 28,615
2000.......................................................................... 27,681
2001.......................................................................... 54,127
Thereafter.................................................................... 317,000
Total long-term debt.......................................................... $439,558
In December 1996, the Company extended the maturity date of the revolving
credit agreement, totaling $170 million, to December 2001. The agreement
contains several covenants which establish ratio requirements related to debt,
interest expense and cash flow. A facility fee of 1/8% per year on the banks'
commitment is payable quarterly. There was $24 million outstanding under this
facility as of December 29, 1996.
The Company borrows from time to time under informal lines of credit from
various banks. On December 29, 1996, the Company had approximately $200 million
of credit available under these lines, of which $19.7 million was outstanding.
Loans under these lines are made at the sole discretion of the banks at rates
negotiated at the time of borrowing. It is the Company's intent to renew such
borrowings as they mature. To the extent that these borrowings and borrowings
under the revolving credit facility described above do not exceed the amount
available under the Company's $170 million revolving credit facility, they are
classified as noncurrent liabilities.
26
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On November 20, 1995, the Company entered into a $170 million loan
agreement with $85 million maturing in November 2002 and $85 million maturing in
November 2003. This loan was used to repay two $60 million loans and other bank
debt.
On October 12, 1994, a $400 million shelf registration for debt and equity
securities filed with the Securities and Exchange Commission became effective
and the securities thereunder became available for issuance. On November 1,
1995, the Company issued $100 million of 6.85% debentures due 2007 pursuant to
such registration. The net proceeds from this issuance were used principally for
refinancing existing indebtedness with the remainder used to repay other bank
debt. During 1995, $37.9 million of Medium-Term Notes due 1999 with a coupon
rate of 7.99%, $29.5 million of Medium-Term Notes due 2000 with a coupon rate of
10.00% and $19.5 million of Medium-Term Notes due 2002 with a coupon rate of
8.56% were repurchased. An after-tax extraordinary charge of $5.0 million
related to the premium paid on these repurchases was recorded in the fourth
quarter of 1995.
Prior to December 29, 1996, the Company had an arrangement under which it
had 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 $35
million of its trade accounts receivable under this arrangement as of December
31, 1995. This arrangement was suspended during the fourth quarter of 1996. The
discount on sales of trade accounts receivable was $1.7 million, $2.2 million
and $1.6 million in 1996, 1995 and 1994, respectively, and is included in "other
income (expense), net."
A $100 million commercial paper program established in January 1990 for
general corporate purposes was suspended during the year. The Company had no
borrowings under its commercial paper program during 1995 and 1996.
The Company has a weighted average interest rate of 7.2% for the debt
portfolio as of December 29, 1996 unchanged from 7.2% at December 31, 1995. The
Company's overall weighted average borrowing rate on its long-term debt
decreased from an average of 7.3% during 1995 to an average of 7.1% during 1996.
As of December 29, 1996, after taking into account all of the interest rate
hedging activities, approximately $224 million or 51% of the total debt
portfolio was subject to changes in short-term interest rates.
If average interest rates for the Company's debt portfolio increased by 1%,
annual interest expense would have increased by approximately $2.2 million and
net income for the year ended December 29, 1996 would have been reduced by
approximately $1.4 million.
7. DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses interest rate hedging products to modify risk from
interest rate fluctuations in its underlying debt. The Company has historically
used derivative financial instruments from time to time to achieve a targeted
fixed/floating rate mix. This target is 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. During 1995, and in conjunction with the
Company's early retirement of a portion of its Medium-Term Notes, all but two of
the derivative financial instruments held by the Company were extinguished.
All deferred gains and losses on interest rate hedging transactions
associated with the retired Medium-Term Notes were recognized in 1995. The
notional amount of the extinguished interest rate swaps exceeds the amount of
debt retired due to the Company's practice of offsetting swaps. Offsetting swaps
rather than an original swap were used to help mitigate counterparty credit risk
as well as reduce administrative burden. The offsetting swaps along with
original swaps and the underlying debt were accounted for as a combined
instrument. The Company does not use derivative financial instruments for
trading or other speculative purposes nor does it use leveraged financial
instruments. All of the Company's outstanding interest rate swap agreements are
LIBOR-based. The Company's two remaining interest rate swaps are with the same
financial institution and effectively offset each other. Accordingly, risk of
counterparty nonperformance is considered minimal.
27
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivative financial instruments are summarized as follows:
DECEMBER 29, 1996 DECEMBER 31, 1995
REMAINING REMAINING
IN THOUSANDS AMOUNT TERM AMOUNT TERM
Interest rate swaps -- floating................................................. $60,000 7 years $60,000 8 years
Interest rate swaps -- fixed.................................................... 60,000 7 years 60,000 8 years
The Company had two interest rate swaps totaling $120 million at December
29, 1996 and December 31, 1995. There were no new interest rate swap
transactions during 1996.
8. FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in
estimating the fair values of its financial instruments:
PUBLIC DEBT
The fair values of the Company's public debt are based on estimated market
prices.
NON-PUBLIC VARIABLE RATE LONG-TERM DEBT
The carrying amounts of the Company's variable rate borrowings approximate
their fair values.
NON-PUBLIC FIXED RATE LONG-TERM DEBT
The fair values of the Company's fixed rate long-term borrowings are
estimated using discounted cash flow analyses based on the Company's current
incremental borrowing rates for similar types of borrowing arrangements.
DERIVATIVE FINANCIAL INSTRUMENTS
Fair values for the Company's interest rate swaps are based on current
settlement values.
The carrying amounts and fair values of the Company's balance sheet and
off-balance-sheet instruments were as follows:
DECEMBER 29, 1996 DECEMBER 31, 1995
CARRYING CARRYING
IN THOUSANDS AMOUNT FAIR VALUE AMOUNT FAIR VALUE
Balance Sheet Instruments
Public debt................................................................ $213,085 $ 218,912 $213,085 $ 228,103
Non-public variable rate long-term debt.................................... 213,720 213,720 192,590 192,590
Non-public fixed rate long-term debt....................................... 12,753 13,400 14,341 16,189
Off-Balance-Sheet Instruments
Interest rate swaps........................................................ (4,029) (4,725)
The fair values of the interest rate swaps represent the estimated amounts
the Company would have had to pay to terminate these agreements.
9. COMMITMENTS AND CONTINGENCIES
Operating lease payments are charged to expense as incurred. Such rental
expenses included in the consolidated statements of operations were $27.0
million, $23.3 million and $20.9 million for 1996, 1995 and 1994, respectively.
28
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of future minimum lease payments for all
operating leases as of December 29, 1996:
IN THOUSANDS
1997.......................................................................... $ 25,331
1998.......................................................................... 23,255
1999.......................................................................... 17,816
2000.......................................................................... 14,187
2001.......................................................................... 13,537
Thereafter.................................................................... 30,952
Total minimum lease payments.................................................. $125,078
On January 14, 1997, the Company bought out approximately $66.3 million of
leases for vending equipment. The total minimum lease payments as of December
29, 1996 would have been $58.6 million if this transaction had occurred prior to
year-end.
The Company is a member of a cooperative from which it is obligated to
purchase a specified number of cases of finished product on an annual basis. The
current annual purchase commitment under this agreement is approximately $40
million.
The Company guarantees a portion of the debt for one cooperative from which
the Company purchases plastic bottles. The Company also guarantees a portion of
debt for South Atlantic Canners, Inc., a manufacturing cooperative that is being
managed by the Company. See Note 13 to the consolidated financial statements for
additional information concerning these financial guarantees. The total amounts
guaranteed on December 29, 1996 and December 31, 1995 were $32 million and $35.2
million, respectively.
The Company has entered into purchase agreements for aluminum cans on an
annual basis through 2000. The annual purchase commitment under these agreements
is approximately $40 million.
The Company is involved in various claims and legal proceedings which have
arisen in the ordinary course of its business. The Company believes that the
ultimate disposition of these claims will not have a material adverse effect on
the financial condition, cash flows or results of operations of the Company.
10. INCOME TAXES
The provision for income taxes on income before extraordinary charge and
the effect of an accounting change consisted of the following:
FISCAL YEAR
IN THOUSANDS 1996 1995 1994
Current:
Federal...................................................................................... $ 753 $ 751 $ 304
State
Total current provision........................................................................ 753 751 304
Deferred:
Federal...................................................................................... 6,798 9,382 8,957
State........................................................................................ 2,009 2,130 1,213
Expense of minimum pension liability adjustment.............................................. (25) (2,578) (359)
Other........................................................................................ 124
Total deferred provision....................................................................... 8,782 8,934 9,935
Income tax expense............................................................................. $9,535 $ 9,685 $10,239
Income tax benefits of $1.7 million were recorded in 1994 in conjunction
with the adoption of SFAS 112. Income tax benefits of $3.1 million were recorded
in 1995 related to the extraordinary charge associated with the early retirement
of long-term debt at a premium.
29
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company made income tax payments of approximately $5.5 million and $1.1
million during 1996 and 1995, respectively. Loss carryforwards will result in a
$3.3 million refund of 1996 tax. Income tax payments of $1.5 million in 1996
will be applied to the estimated 1997 tax liability.
Deferred income taxes are recorded based upon differences between the
financial statement and tax bases of assets and liabilities and available tax
credit carryforwards. Temporary differences and carryforwards that comprised a
significant part of deferred income tax assets and liabilities were as follows:
DEC. 29, DEC. 31,
IN THOUSANDS 1996 1995
Intangible assets..................................................................................... $103,892 $106,752
Depreciation.......................................................................................... 23,230 23,166
Investment in Piedmont................................................................................ 21,281 19,417
Other................................................................................................. 12,979 10,309
Gross deferred income tax liabilities................................................................. 161,382 159,644
Net operating loss carryforwards...................................................................... (27,031) (39,736)
Other................................................................................................. (31,442) (25,817)
Gross deferred income tax assets...................................................................... (58,473) (65,553)
Tax benefit of minimum pension liability adjustment................................................... (36) (48)
Deferred income tax liability......................................................................... $102,873 $ 94,043
Net current deferred tax assets of $5.5 million and $3.2 million were
included in prepaid expenses and other current assets on December 29, 1996 and
December 31, 1995, respectively.
Reported income tax expense is reconciled to the amount computed on the
basis of income before income taxes, extraordinary charge and effect of
accounting change at the statutory rate as follows:
FISCAL YEAR
IN THOUSANDS 1996 1995 1994
Statutory expense............................................................................... $8,994 $8,827 $ 8,535
Amortization of franchise and goodwill assets................................................... 364 364 364
State income taxes, net of federal benefit...................................................... 618 758 1,244
Other........................................................................................... (441) (264) 96
Income tax expense.............................................................................. $9,535 $9,685 $10,239
The Company had $3.5 million of investment tax credits available to reduce
future income tax payments for federal income tax purposes on December 29, 1996.
These credits expire in varying amounts through 2001.
On December 29, 1996, the Company had $65 million and $131 million of
federal and state net operating losses, respectively, available to reduce future
income taxes. The net operating loss carryforwards expire in varying amounts
through 2007.
11. CAPITAL TRANSACTIONS
On November 14, 1996 the Company announced a Dutch auction self tender to
repurchase up to one million of its outstanding shares of Common Stock. On
December 13, 1996 the Company repurchased 508,690 shares of its Common Stock
under the terms of this offer at $46.00 per share for a total purchase price of
$23.4 million. Subsequent to year end, on January 7, 1997, an additional 145,260
shares of Common Stock were repurchased from a shareholder in a private
transaction for $6.9 million. During February 1997, the Company repurchased
275,490 shares of its Common Stock for approximately $13.1 million from The
Coca-Cola Company under a contractual arrangement to maintain The Coca-Cola
Company's equity ownership at a prescribed level.
Shareholders with Class B Common Stock are entitled to 20 votes per share
compared to one vote per share on the Common Stock. Dividends on the Class B
Common Stock are permitted to equal, but not exceed, dividends on the Common
Stock.
30
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On March 8, 1989, the Company granted J. Frank Harrison, Jr. an option for
the purchase of 100,000 shares of Common Stock exercisable at the closing market
price of the stock on the day of grant. The closing market price of the stock on
March 8, 1989 was $27.00 per share. The option is exercisable, in whole or in
part, at any time at the election of Mr. Harrison, Jr. over a period of 15 years
from the date of grant. This option has not been exercised with respect to any
such shares.
On August 9, 1989, the Company granted J. Frank Harrison, III an option for
the purchase of 150,000 shares of Common Stock exercisable at the closing market
price of the stock on the day of grant. The closing market price of the stock on
August 9, 1989 was $29.75 per share. The option may be exercised, in whole or in
part, during a period of 15 years beginning on the date of grant. The option is
currently exercisable with respect to 135,000 shares and is exercisable with
respect to an additional 7,500 shares annually. This option has not been
exercised with respect to any such shares.
12. BENEFIT PLANS
Pension plan expense related to the two Company-sponsored pension plans for
1996, 1995 and 1994 was $2.4 million, $2.7 million and $2.6 million,
respectively, including the pro rata share of past service costs, which are
being amortized over 30 years. In addition, certain employees are covered by
pension plans administered by unions.
Retirement benefits under the Company's principal pension plan are based on
the employee's length of service, average compensation over the five consecutive
years which gives the highest average compensation and the average of the Social
Security taxable wage base during the 35-year period before a participant
reaches Social Security retirement age. Contributions to the plan are based on
the projected unit credit actuarial funding method and are limited to the
amounts that are currently deductible for tax purposes.
The following table sets forth the status of the two Company-sponsored
plans:
DEC. 29, DEC. 31,
IN THOUSANDS 1996 1995
Actuarial present value of benefit obligations:
Accumulated benefit obligation, including vested benefits of $48,589 and $48,990..................... $ 49,996 $ 50,236
Projected benefit obligation for service rendered to date.............................................. (56,212) (56,427)
Plan assets at fair market value....................................................................... 56,488 51,988
Plan assets in excess of (less than) projected benefit obligation...................................... 276 (4,439)
Unrecognized net loss.................................................................................. 6,089 11,752
Unrecognized prior service cost........................................................................ (1,062) (1,207)
Unrecognized net asset being amortized over 7 years.................................................... (140) (210)
Additional minimum pension liability................................................................... (166) (225)
Pension asset.......................................................................................... $ 4,997 $ 5,671
Under the requirements of Statement of Financial Accounting Standards No.
87, "Employers' Accounting for Pensions," an additional minimum pension
liability for certain plans, representing the excess of accumulated benefits
over plan assets, was recognized as of January 2, 1994. The increase in
liabilities was charged directly to shareholders' equity. As of December 29,
1996 and December 31, 1995, the minimum pension liability adjustment, net of
income taxes, was $104,000 and $138,000, respectively.
Net periodic pension cost for the Company-sponsored pension plans included
the following:
Fiscal Year
IN THOUSANDS 1996 1995 1994
Service cost -- benefits earned............................................................... $ 2,218 $ 1,901 $ 1,916
Interest cost on projected benefit obligation................................................. 4,288 4,015 3,556
Actual return on plan assets.................................................................. (5,225) (6,993) 1,169
Net amortization and deferral................................................................. 1,100 3,732 (4,034)
Net periodic pension cost..................................................................... $ 2,381 $ 2,655 $ 2,607
31
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The actuarial assumptions that were used for the Company's principal
pension plan calculations were as follows:
1996 1995
Weighted average discount rate used in determining the actuarial present value of the projected
benefit obligation................................................................................. 8.25% 7.75%
Weighted average expected long-term rate of return on plan assets.................................... 9.00% 9.00%
Weighted average rate of compensation increase....................................................... 4.50% 4.50%
The Company provides a 401(k) Savings Plan for substantially all of its
nonunion employees. Under provisions of the Savings Plan, an employee is vested
with respect to Company contributions upon the earlier of two consecutive years
of service while participating in the Savings Plan or after five years of
service with the Company. The total cost for this benefit in 1996, 1995 and 1994
was $1.8 million, $1.6 million and $1.3 million, respectively.
The Company recognizes the cost of postretirement benefits, which consist
principally of medical benefits, during employees' periods of active service.
The Company does not pre-fund these benefits and has the right to modify or
terminate certain of these plans in the future.
The Company currently provides employee leasing and management services to
employees of Piedmont. Piedmont employees participate in the Company's employee
benefit plans. During 1996, the obligation for postretirement benefits payable
by Piedmont of $5.8 million was transferred to the Company in exchange for a
note receivable from Piedmont. The transfer was made to facilitate
administration of the payment of postretirement liabilities.
The components of postretirement benefit expense were as follows:
FISCAL YEAR
IN THOUSANDS 1996 1995 1994
Service cost -- benefits earned.................................................................. $ 402 $ 338 $ 304
Interest cost on projected benefit obligation.................................................... 1,259 1,275 989
Net amortization................................................................................. 29 11
Net postretirement benefit cost.................................................................. $1,690 $1,624 $1,293
The accrued postretirement benefit obligation was comprised of the
following:
DEC. DEC.
29, 31,
IN THOUSANDS 1996 1995
Accumulated postretirement benefit obligation:
Retirees.............................................................................................. $22,038 $10,025
Fully eligible active plan participants............................................................... 2,204 2,231
Other active plan participants........................................................................ 4,639 4,124
28,881 16,380
Unrecognized transition asset........................................................................... 369 394
Unrecognized net loss................................................................................... (9,332) (2,443)
Accrued postretirement benefit obligation............................................................... $19,918 $14,331
The weighted average health care cost trend rate used in measuring the
postretirement benefit expense was 8% in 1996 gradually declining to 5.25% in
1999 and remaining at that level thereafter. A 1% increase in this annual trend
rate would have increased the accumulated postretirement benefit obligation on
December 29, 1996 by approximately $3.5 million and postretirement benefit
expense in 1996 would have increased by approximately $332,000. The weighted
average discount rates used to estimate the accumulated postretirement benefit
obligation were 8.25% and 7.75% as of December 29, 1996 and December 31, 1995,
respectively.
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,
32
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
and recorded a one-time, after-tax charge of $2.2 million. The annual
incremental cost of adoption of SFAS No. 112 is not material on an ongoing
basis.
13. RELATED PARTY TRANSACTIONS
The Company's business consists primarily of the production, marketing and
distribution of soft drink products of The Coca-Cola Company, which is the sole
owner of the secret formulas under which the primary components (either
concentrates or syrups) of its soft drink products are manufactured.
Accordingly, the Company purchases a substantial majority of its requirements of
concentrates and syrups from The Coca-Cola Company in the ordinary course of its
business. The Company paid The Coca-Cola Company approximately $185 million,
$186 million and $187 million in 1996, 1995 and 1994, respectively, for
sweetener, syrup, concentrate and other miscellaneous purchases. Additionally,
the Company engages in a variety of marketing programs, local media advertising
and similar arrangements to promote the sale of products of The Coca-Cola
Company in territories operated by the Company. Total direct marketing support
provided to the Company by The Coca-Cola Company was approximately $36 million,
$36 million and $32 million in 1996, 1995 and 1994, respectively. In addition,
the Company paid approximately $20 million, $18 million and $15 million in 1996,
1995 and 1994, respectively, for local media and marketing program expense
pursuant to cooperative advertising and cooperative marketing arrangements with
The Coca-Cola Company.
The Company has a production arrangement with Coca-Cola Enterprises, Inc.
("CCE") to buy and sell finished product at cost. Sales to CCE under this
agreement were $21.5 million, $23.3 million and $21.0 million in 1996, 1995 and
1994, respectively. Purchases from CCE under this arrangement were $14.8
million, $13.4 million and $11.8 million in 1996, 1995 and 1994, respectively.
In December 1996, the Board of Directors awarded a retirement benefit to J.
Frank Harrison, Jr. for his past service to the Company. The Company recorded a
non-cash, after-tax charge of $2.7 million in the fourth quarter of 1996 related
to this agreement. Additionally, the Company entered into an agreement for
consulting services with J. Frank Harrison, Jr. beginning in 1997.
On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont. The
Company and The Coca-Cola Company, through their respective subsidiaries, each
beneficially own a 50% interest in Piedmont. The Company provides a portion of
the soft drink products for Piedmont at cost and receives a fee for managing the
operations of Piedmont pursuant to a management agreement. The Company sold
product to Piedmont during 1996, 1995 and 1994 at cost, totaling $51.3 million,
$62.5 million and $75.9 million, respectively. The Company received $11.4
million, $10.7 million and $10.1 million for management services pursuant to its
management agreement with Piedmont for 1996, 1995 and 1994, respectively. Also,
the Company subleased various fleet and vending equipment to Piedmont at cost.
These sublease rentals amounted to approximately $1,484,000, $784,000 and
$693,000 in 1996, 1995 and 1994, respectively. In addition, Piedmont subleased
various fleet and vending equipment to the Company at cost. These sublease
rentals amounted to approximately $589,000, $186,000 and $56,000 in 1996, 1995
and 1994, respectively.
On November 30, 1992, the Company and the owner of the Company's Snyder
Production Center in Charlotte, North Carolina agreed to the early termination
of the Company's lease. Harrison Limited Partnership One purchased the property
contemporaneously with the termination of the lease, and the Company and
Harrison Limited Partnership One entered into an agreement pursuant to which the
Company leased the property for a 10-year term beginning on December 1, 1992. A
North Carolina corporation owned entirely by J. Frank Harrison, Jr. serves as
sole general partner of the limited partnership. The sole limited partner of
this limited partnership is a trust as to which J. Frank Harrison, III and Reid
M. Henson are co-trustees. The annual base rent the Company is obligated to pay
for its lease of the Snyder Production Center is subject to adjustment for
increases in the Consumer Price Index and for increases or decreases in interest
rates, using LIBOR as the measurement device. Rent expense under this lease
totaled $2.6 million, $2.6 million and $2.0 million in 1996, 1995 and 1994,
respectively.
On June 1, 1993, the Company entered into a 10-year lease agreement with
Beacon Investment Corporation related to the Company's headquarters office
building. Beacon Investment Corporation's sole shareholder is J. Frank Harrison,
III. The annual base rent the Company is obligated to pay under this lease is
subject to adjustment for increases in the Consumer Price
33
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Index and for increases or decreases in interest rates, using LIBOR as the
measurement device. Rent expense under this lease totaled $1.9 million, $1.8
million and $1.6 million in 1996, 1995 and 1994, respectively.
The Company is a shareholder in two entities from which it purchases
substantially all its requirements for plastic bottles. Net purchases from these
entities were approximately $46 million, $52 million and $44 million in 1996,
1995 and 1994, respectively. In connection with its participation in one of
these cooperatives, the Company has guaranteed a portion of the cooperative's
debt. On December 29, 1996, such guarantee amounted to approximately $20
million.
The Company has also guaranteed a portion of debt for South Atlantic
Canners, Inc., a manufacturing cooperative that is being managed by the Company.
On December 29, 1996, such guarantee was approximately $12 million.
The Company previously leased vending equipment from Coca-Cola Financial
Corporation ("CCFC"), a subsidiary of The Coca-Cola Company. During 1996, the
Company made lease payments to CCFC totaling $6.9 million. On January 14, 1997,
the Company purchased all of the leases with CCFC for approximately $66.3
million. If this transaction had occurred prior to year-end, no future lease
payments to CCFC would have been due as of December 29, 1996.
14. RISKS AND UNCERTAINTIES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Approximately 90% of the Company's sales are products of The Coca-Cola
Company, which is the sole supplier of the concentrate required to manufacture
these products. Additionally, the Company purchases virtually all of its
requirements for sweetener from The Coca-Cola Company. The remaining 10% of the
Company's sales are products of various other beverage companies. The Company
has franchise contracts under which it has various requirements to meet. Failure
to meet the requirements of these franchise contracts could result in the loss
of distribution rights for the respective product.
The Company currently obtains all of its aluminum cans from two domestic
suppliers. The Company currently obtains all of its PET bottles from two
domestic cooperatives. The inability of either of these aluminum can or PET
bottle suppliers to meet the Company's requirement for containers could result
in short-term shortages until alternative sources of supply could be located.
Certain liabilities of the Company are subject to risk of changes in both
long-term and short-term interest rates. These liabilities include floating rate
debt, leases with payments determined on floating interest rates, postretirement
benefit obligations and the Company's non-union pension liability.
Less than 10% of the Company's labor force is currently covered by
collective bargaining agreements. Several collective bargaining contracts expire
during 1997. The Company anticipates that new contracts will be negotiated for
all locations with contracts expiring during 1997.
34
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. 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:
FISCAL YEAR
IN THOUSANDS 1996 1995 1994
Accounts receivable, trade, net.............................................................. $(38,820) $(4,342) $(2,796)
Due from Piedmont............................................................................ (1,304) (3,201) 1,071
Accounts receivable, other................................................................... 5,609 (4,471) 5,710
Inventories.................................................................................. (2,798) 3,882 (4,338)
Prepaid expenses and other assets............................................................ (2,518) (1,881) (1,729)
Portion of long-term debt payable within one year............................................ (15) (180) (411)
Accounts payable and accrued liabilities..................................................... (7,999) 10,273 (9,381)
Accrued compensation......................................................................... 226 803 2,040
Accrued interest payable..................................................................... 3,894 (4,057) 1,167
Increase in current assets less current liabilities.......................................... $(43,725) $(3,174) $(8,667)
Cash payments for interest and income taxes were as follows:
FISCAL YEAR
IN THOUSANDS 1996 1995 1994
Interest..................................................................................... $25,945 $36,749 $30,218
Income taxes................................................................................. 5,465 1,475 56
16. QUARTERLY FINANCIAL DATA (UNAUDITED)
Set forth below are unaudited quarterly financial data for the fiscal years
ended December 29, 1996 and December 31, 1995.
IN THOUSANDS (EXCEPT PER SHARE DATA) QUARTER
YEAR ENDED DECEMBER 29, 1996 1 2 3 4
Net sales.................................................................... $171,996 $213,579 $204,579 $183,609
Gross margin................................................................. 73,728 93,953 89,938 80,185
Net income (loss)............................................................ 937 9,545 6,488 (806)
Net income (loss) per share.................................................. .10 1.03 .70 (.09)
Weighted average number of common shares outstanding......................... 9,294 9,294 9,294 9,239
IN THOUSANDS (EXCEPT PER SHARE DATA) QUARTER
YEAR ENDED DECEMBER 31, 1995 1 2 3 4
Net sales.................................................................... $170,977 $207,876 $203,559 $179,464
Gross margin................................................................. 72,074 87,134 82,727 72,305
Income before extraordinary charge........................................... 1,957 8,054 4,639 886
Extraordinary charge......................................................... (5,016)
Net income (loss)............................................................ 1,957 8,054 4,639 (4,130)
Per share:
Income before extraordinary charge......................................... .21 .87 .50 .09
Extraordinary charge....................................................... (.54)
Net income (loss).......................................................... .21 .87 .50 (.45)
Weighted average number of common shares outstanding......................... 9,294 9,294 9,294 9,294
35
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
OF COCA-COLA BOTTLING CO. CONSOLIDATED
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a) (1) and (2) on page 37 present fairly, in all
material respects, the financial position of Coca-Cola Bottling Co. Consolidated
and its subsidiaries at December 29, 1996 and December 31, 1995, and the results
of their operations and their cash flows for each of the three years in the
period ended December 29, 1996, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Note 12 to the financial statements, the Company changed
its method of accounting for postemployment benefits in 1994.
PRICE WATERHOUSE LLP
Charlotte, North Carolina
February 17, 1997
36
The financial statement schedule required by Regulation S-X is set forth in
response to Item 14 below.
The supplementary data required by Item 302 of Regulation S-K is set forth
in Note 16 to the financial statements.
ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
For information with respect to the executive officers of the Company, see
"Executive Officers of the Registrant" at the end of Part I of this Report. For
information with respect to the Directors of the Company, see the "Election of
Directors" and "Certain Transactions" sections of the Proxy Statement for the
1997 Annual Meeting of Shareholders to be filed with the Securities and Exchange
Commission, which is incorporated herein by reference. For information with
respect to Section 16 reports for directors and executive officers of the
Company, see the "Election of Directors Section 16(a) Beneficial Ownership
Reporting Compliance" section of the Proxy Statement for the 1997 Annual Meeting
of Shareholders.
ITEM 11 -- EXECUTIVE COMPENSATION
For information with respect to executive compensation, see the "Executive
Compensation" section of the Proxy Statement for the 1997 Annual Meeting of
Shareholders to be filed with the Securities and Exchange Commission, which is
incorporated herein by reference (other than the subsections entitled "Report of
the Compensation Committee on Annual Compensation of Executive Officers" and
"Common Stock Performance," which are specifically excluded from such
incorporation).
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
For information with respect to security ownership of certain beneficial
owners and management, see the "Principal Shareholders" and "Election of
Directors -- Beneficial Ownership of Management" sections of the Proxy Statement
for the 1997 Annual Meeting of Shareholders to be filed with the Securities and
Exchange Commission, which is incorporated herein by reference.
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information with respect to certain relationships and related
transactions, see the "Certain Transactions" and "Compensation Committee
Interlocks and Insider Participation" sections of the Proxy Statement for the
1997 Annual Meeting of Shareholders to be filed with the Securities and Exchange
Commission, which are incorporated herein by reference.
PART IV
ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
A. List of Documents filed as part of this report.
1. Financial Statements
Report of Independent Accountants
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Shareholders' Equity
Notes to Consolidated Financial Statements
2. Financial Statement Schedule
Schedule II -- Valuation and Qualifying Accounts and Reserves
All other financial statements and schedules not listed have
been omitted because the required information is included in the
consolidated financial statements or the notes thereto, or is not
applicable or required.
37
3. Listing of Exhibits:
(i) Exhibits Incorporated by Reference:
PAGE NUMBER OR INCORPORATION BY
NUMBER DESCRIPTION REFERENCE TO
(1.1) Underwriting Agreement dated November 1, 1995, among the Company, Citicorp Exhibit 1.1 to the Company's Quarterly
Securities, Inc. and Salomon Brothers, Inc. Report on Form 10-Q for the quarter
ended October 1, 1995.
(3.1) Bylaws of the Company, as amended. Exhibit 3.2 to the Company's
Registration Statement (No. 33-54657)
on Form S-3.
(3.2) Restated Certificate of Incorporation of the Company. Exhibit 3.1 to the Company's
Registration Statement (No. 33-54657)
on Form S-3.
(4.1) Specimen of Common Stock Certificate. Exhibit 4.1 to the Company's
Registration Statement (No. 2-97822) on
Form S-1.
(4.2) Specimen Fixed Rate Note under the Company's Medium-Term Note Program, Exhibit 4.1 to the Company's Current
pursuant to which it may issue, from time to time, up to $200 million Report on Form 8-K dated February 14,
aggregate principal amount of its Medium-Term Notes, Series A. 1990.
(4.3) Specimen Floating Rate Note under the Company's Medium-Term Note Program, Exhibit 4.2 to the Company's Current
pursuant to which it may issue, from time to time, up to $200 million report on Form 8-K dated February 14,
aggregate principal amount of its Medium-Term Notes, Series A. 1990.
(4.4) Indenture dated as of October 15, 1989 between the Company and Exhibit 4. to the Company's
Manufacturers Hanover Trust Company of California, as Trustee, in Registration Statement (No. 33-31784)
connection with the Company's $200 million shelf registration of its on Form S-3 as filed on February 14,
Medium-Term Notes, Series A, due from nine months to 30 years from date of 1990.
issue.
(4.5) Selling Agency Agreement, dated as of February 14, 1990, between the Exhibit 1.2 to the Company's
Company and Salomon Brothers and Goldman Sachs, as Agents, in connection Registration Statement (No. 33-31784)
with the Company's $200 million Medium-Term Notes, Series A, due from nine on Form S-3 as filed on February 14,
months to 30 years from date of issue. 1990.
(4.6) Form of Debenture issued by the Company to two shareholders of Sunbelt Exhibit 4.04 to the Company's Current
Coca-Cola Bottling Company, Inc. dated as of December 19, 1991. Report on Form 8-K dated December 19,
1991.
(4.7) Commercial Paper Dealer Agreement, dated as of February 11, 1993, between Exhibit 4.14 to the Company's Annual
the Company and Citicorp Securities Markets, Inc., as co-agent. Report on Form 10-K for the fiscal year
ended January 3, 1993.
(4.8) Amended and restated commercial paper agreement, dated as of November 14, Exhibit 4.13 to the Company's Annual
1994, between the Company and Goldman Sachs Money Markets, L.P. Report on Form 10-K for the fiscal year
ended January 1, 1995.
(4.9) Supplemental Indenture, dated as of March 3, 1995, between the Company and Exhibit 4.15 to the Company's Annual
NationsBank of Georgia, National Association, as Trustee. Report, as amended, on Form 10-K/A-2
for the fiscal year ended January 1,
1995.
(4.10) First Omnibus Amendment to Purchase Agreements, dated as of June 26, 1995, Exhibit 4.1 to the Company's Quarterly
by and among the Company, as Seller, Corporate Receivables Corporation, as Report on Form 10-Q for the quarter
the Investor, and Citicorp North America, Inc., individually and as agent. ended July 2, 1995.
(4.11) Form of the Company's 6.85% Debentures due 2007. Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter
ended October 1, 1995.
(4.12) The Registrant, by signing this report, agrees to furnish the Securities
and Exchange Commission, upon its request, a copy of any instrument which
defines the rights of holders of long-term debt of the Registrant and its
subsidiaries for which consolidated financial statements are required to
be filed, and which authorizes a total amount of securities not in excess
of 10 percent of total assets of the Registrant and its subsidiaries on a
consolidated basis.
38
(4.13) Loan Agreement dated as of November 20, 1995 between the Company and LTCB Exhibit 4.13 to the Company's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1995.
Trust Company, as Agent, and other banks named therein.
(4.14) Amended and Restated Credit Agreement dated as of December 21, 1995 Exhibit 4.14 to the Company's Annual
between the Company and NationsBank, N.A., Bank of America National Trust Report on Form 10-K for the fiscal
year ended December 31, 1995.
and Savings Association and other banks named therein.
(10.1) Employment Agreement of James L. Moore, Jr. dated as of March 16, 1987.** Exhibit 10.2 to the Company's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1986.
(10.2) Amendment, dated as of May 18, 1994, to Employment Agreement designated as Exhibit 10.84 to the Company's Annual
Exhibit 10.1** Report on Form 10-K for the fiscal year
ended January 1, 1995.
(10.3) Stock Rights and Restrictions Agreement by and between Coca-Cola Bottling Exhibit 28.01 to the Company's Current
Co. Consolidated and The Coca-Cola Company dated January 27, 1989. Report on Form 8-K dated January 27,
1989.
(10.4) Description and examples of bottling franchise agreements between the Exhibit 10.20 to the Company's Annual
Company and The Coca-Cola Company. Report on Form 10-K for the fiscal year
ended December 31, 1988.
(10.5) Lease, dated as of December 11, 1974, by and between the Company and the Exhibit 19.6 to the Company's Annual
Ragland Corporation, related to the production/ distribution facility in Report on Form 10-K for the fiscal year
Nashville, Tennessee. ended December 31, 1988.
(10.6) Amendment to Lease Agreement designated as Exhibit 10.5. Exhibit 19.7 to the Company's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1988.
(10.7) Second Amendment to Lease Agreement designated as Exhibit 10.5. Exhibit 19.8 to the Company's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1988.
(10.8) Supplemental Savings Incentive Plan, dated as of April 1, 1990 between Exhibit 10.36 to the Company's Annual
certain Eligible Employees of the Company and the Company.** Report on Form 10-K for the fiscal year
ended December 30, 1990.
(10.9) Description and example of Deferred Compensation Agreement, dated as of Exhibit 19.1 to the Company's Annual
October 1, 1987, between Eligible Employees of the Company and the Company Report on Form 10-K for the fiscal year
under the Officer's Split-Dollar Life Insurance Plan.** ended December 30, 1990.
(10.10) Consolidated/Sunbelt Acquisition Agreement, dated as of December 19, 1991, Exhibit 2.01 to the Company's Current
by and among the Company and the shareholders of Sunbelt Coca-Cola Report on Form 8-K dated December 19,
Bottling Company, Inc. 1991.
(10.11) Officer Retention Plan, dated as of January 1, 1991, between certain Exhibit 10.47 to the Company's Annual
Eligible Officers of the Company and the Company.** Report on Form 10-K for the fiscal year
ended December 29, 1991.
(10.12) Acquisition Agreement, by and among Sunbelt Coca-Cola Bottling Company, Exhibit 10.50 to the Company's Annual
Inc., Sunbelt Carolina Acquisition Company,Inc., certain of the common Report on Form 10-K for the fiscal year
stockholders of Coca-Cola Bottling Co. Affiliated, Inc., and the ended December 29, 1991.
stockholders of TRNH, Inc., dated as of November 7, 1989.
(10.13) Amendment Number One to the Sunbelt/Affiliated Acquisition Agreement, Exhibit 10.04 to the Company's
dated as of December 29, 1989, between Sunbelt Coca-Cola Bottling Company, Quarterly Report on Form 10-Q for the
Inc., Sunbelt Carolina Acquisition Company, Inc., certain of the common quarter ended March 29, 1992.
stockholders of Coca-Cola Bottling Co. Affiliated, Inc. and the
stockholders of TRNH, Inc.
(10.14) Amendment Number Two to the Sunbelt/Affiliated Acquisition Agreement, Exhibit 10.05 to the Company's
dated as of December 29, 1989, between Sunbelt Coca-Cola Bottling Company, Quarterly Report on Form 10-Q for the
Inc., Sunbelt Carolina Acquisition Company, Inc., certain of the common quarter ended March 29, 1992.
stockholders of Coca-Cola Bottling Co. Affiliated, Inc. and the
stockholders of TRNH, Inc.
39
(10.15) Amendment Number Three to the Sunbelt/Affiliated Acquisition Agreement, Exhibit 10.06 to the Company's
dated as of December 29, 1989, between Sunbelt Coca-Cola Bottling Company, Quarterly Report on Form 10-Q for the
Inc., Sunbelt Carolina Acquisition Company, Inc., certain of the common quarter ended March 29, 1992.
stockholders of Coca-Cola Bottling Co. Affiliated, Inc. and the
stockholders of TRNH, Inc.
(10.16) Lease Agreement, dated as of November 30, 1992, between the Company and Exhibit 10.38 to the Company's Annual
Harrison Limited Partnership One, related to the Snyder Production Center Report on Form 10-K for the fiscal year
in Charlotte, North Carolina. ended January 3, 1993.
(10.17) Termination and Release Agreement dated as of March 27, 1992, by and among Exhibit 10.43 to the Company's Annual
Sunbelt Coca-Cola Bottling Company, Coca-Cola Bottling Co. Affiliated, Report on Form 10-K for the fiscal year
Inc., the agent for holders of certain debentures of Sunbelt issued ended January 3, 1993.
pursuant to a certain Indenture dated as of January 11, 1990, as amended,
and Wilmington Trust Company which acted as trustee under the Indenture.
(10.18) Reorganization Plan and Agreement by and among Coca-Cola Bottling Co. Exhibit 10.03 to the Company's
Consolidated, Chopper Acquisitions, Inc., Whirl-i-Bird, Inc. and J. Frank Quarterly Report on Form 10-Q for the
Harrison, Jr. quarter ended April 4, 1993.
(10.19) Partnership Agreement of Carolina Coca-Cola Bottling Partnership,* dated Exhibit 2.01 to the Company's Current
as of July 2, 1993, by and among Carolina Coca-Cola Bottling Investments, Report on Form 8-K dated July 2, 1993.
Inc., Coca-Cola Ventures, Inc., Coca-Cola Bottling Co. Affiliated, Inc.,
Fayetteville Coca-Cola Bottling Company and Palmetto Bottling Company.
(10.20) Asset Purchase Agreement, dated as of July 2, 1993, by and among Carolina Exhibit 2.02 to the Company's Current
Coca-Cola Bottling Partnership,* Coca-Cola Bottling Co. Affiliated, Inc. Report on Form 8-K dated July 2, 1993.
and Coca-Cola Bottling Co. Consolidated.
(10.21) Asset Purchase Agreement, dated as of July 2, 1993, by and among Carolina Exhibit 2.03 to the Company's Current
Coca-Cola Bottling Partnership,* Fayetteville Coca-Cola Bottling Company Report on Form 8-K dated July 2, 1993.
and Coca-Cola Bottling Co. Consolidated.
(10.22) Asset Purchase Agreement, dated as of July 2, 1993, by and among Carolina Exhibit 2.04 to the Company's Current
Coca-Cola Bottling Partnership,* Palmetto Bottling Company and Coca-Cola Report on Form 8-K dated July 2, 1993.
Bottling Co. Consolidated.
(10.23) Definition and Adjustment Agreement, dated July 2, 1993, by and among Exhibit 2.05 to the Company's Current
Carolina Coca-Cola Bottling Partnership,* Coca-Cola Ventures, Inc., Report on Form 8-K dated July 2, 1993.
Coca-Cola Bottling Co. Consolidated, CCBC of Wilmington, Inc., Carolina
Coca-Cola Bottling Investments, Inc., The Coca-Cola Company, Carolina
Coca-Cola Holding Company, The Coastal Coca-Cola Bottling Company, Eastern
Carolina Coca-Cola Bottling Company, Inc., Coca-Cola Bottling Co.
Affiliated, Inc., Fayetteville Coca-Cola Bottling Company and Palmetto
Bottling Company.
(10.24) Management Agreement, dated as of July 2, 1993, by and among Coca-Cola Exhibit 10.01 to the Company's Current
Bottling Co. Consolidated, Carolina Coca-Cola Bottling Partnership,* CCBC Report on Form 8-K dated July 2, 1993.
of Wilmington, Inc., Carolina Coca-Cola Bottling Investments, Inc.,
Coca-Cola Ventures, Inc. and Palmetto Bottling Company.
(10.25) Post-Retirement Medical and Life Insurance Benefit Reimbursement Exhibit 10.02 to the Company's Current
Agreement, dated July 2, 1993, by and between Carolina Coca-Cola Bottling Report on Form 8-K dated July 2, 1993.
Partnership* and Coca-Cola Bottling Co. Consolidated.
(10.26) Aiken Asset Purchase Agreement, dated as of August 6, 1993, by and among Exhibit 2.01 to the Company's Quarterly
Carolina Coca-Cola Bottling Partnership,* Palmetto Bottling Company and Report on Form 10-Q for the quarter
Coca-Cola Bottling Co. Consolidated. ended July 4, 1993.
(10.27) Aiken Definition and Adjustment Agreement, dated as of August 6, 1993, by Exhibit 2.02 to the Company's Quarterly
and among Carolina Coca-Cola Bottling Partnership, Coca-Cola Ventures, Report on Form 10-Q for the quarter
Inc., Coca-Cola Bottling Co. Consolidated, Carolina Coca-Cola Bottling ended July 4, 1993.
Investments, Inc., The Coca-Cola Company and Palmetto Bottling Company.
(10.28) Lease Agreement, dated as of June 1, 1993, between the Company and Beacon Exhibit 10.01 to the Company's
Investment Corporation, related to the Company's corporate headquarters in Quarterly Report on Form 10-Q for the
Charlotte, North Carolina. quarter ended July 4, 1993.
(10.29) Amended and Restated Guaranty Agreement, dated as of July 15, 1993 re: Exhibit 10.06 to the Company's
Southeastern Container, Inc. Quarterly Report on Form 10-Q for the
quarter ended July 4, 1993.
40
(10.30) Agreement, dated as of December 23, 1993, between the Company and Western Exhibit 10.1 to the Company's Quarterly
Container Corporation covering purchase of PET bottles. Report on Form 10-Q for the quarter
ended October 2, 1994.
(10.31) Management Agreement, dated as of June 1, 1994, by and among Coca-Cola Exhibit 10.6 to the Company's Quarterly
Bottling Co. Consolidated and South Atlantic Canners, Inc. Report on Form 10-Q for the quarter
ended July 3, 1994.
(10.32) Guaranty Agreement, dated as of July 22, 1994, between Coca-Cola Bottling Exhibit 10.7 to the Company's Quarterly
Co. Consolidated and Wachovia Bank of North Carolina, N.A. Report on Form 10-Q for the quarter
ended July 3, 1994.
(10.33) Selling Agency Agreement, dated as of March 3, 1995, between the Company, Exhibit 10.83 to the Company's Annual
Salomon Brothers Inc. and Citicorp Securities, Inc. Report on Form 10-K for the fiscal year
ended January 1, 1995.
(10.34) Agreement, dated as of March 1, 1994, between the Company and South Exhibit 10.85 to the Company's Annual
Atlantic Canners, Inc. Report on Form 10-K for the fiscal year
ended January 1, 1995.
(10.35) Stock Option Agreement, dated as of March 8, 1989, of J. Frank Harrison, Exhibit 10.86 to the Company's Annual
Jr.** Report on Form 10-K for the fiscal year
ended January 1, 1995.
(10.36) Stock Option Agreement, dated as of August 9, 1989, of J. Frank Harrison, Exhibit 10.87 to the Company's Annual
III.** Report on Form 10-K for the fiscal year
ended January 1, 1995.
(10.37) First Amendment to Credit Agreement, Line of Credit Note and Mortgage, and Exhibit 10.8 to the Company's Quarterly
Reaffirmation of Term Note, Security Agreement, Guaranty Agreement and Report on Form 10-Q for the quarter
Addendum to Guaranty Agreement, dated as of March 31, 1995, by and among ended April 2, 1995.
the Company, South Atlantic Canners, Inc. and Wachovia Bank of North
Carolina, N.A.
(10.38) Guaranty Agreement and Addendum, dated as of March 31, 1995, between the Exhibit 10.9 to the Company's Quarterly
Company and Wachovia Bank of North Carolina, N.A. Report on Form 10-Q for the quarter
ended April 2, 1995.
(10.39) Can Supply Agreement, dated November 7, 1995, between the Company and Exhibit 10.16 to the Company's
American National Can Company. Quarterly Report on Form 10-Q for the
quarter ended October 1, 1995.
(10.40) Lease Agreement, dated as of July 17, 1988, between the Company and GE Exhibit 19.4 to the Company's Quarterly
Capital Fleet Services covering various vehicles. Report on Form 10-Q for the quarter
ended March 31, 1990.
(10.41) Master Motor Vehicle Lease Agreement, dated as of December 15, 1988, Exhibit 19.5 to the Company's Quarterly
between the Company and Citicorp North America, Inc. covering various Report on Form 10-Q for the quarter
vehicles. ended March 31, 1990.
(10.42) Master Lease Agreement, beginning on April 12, 1989, between the Company Exhibit 19.6 to the Company's Quarterly
and Citicorp North America, Inc. covering various equipment. Report on Form 10-Q for the quarter
ended March 31, 1990.
(10.43) Master Lease Agreement, dated as of January 7, 1992 between the Company Exhibit 10.01 to the Company's
and Signet Leasing and Financial Corporation covering various vehicles. Quarterly Report on Form 10-Q for the
quarter ended March 29, 1992.
(10.44) Master Equipment Lease, dated as of February 9, 1993, between the Company Exhibit 10.37 to the Company's Annual
and Coca-Cola Financial Corporation covering various vending machines. Report on Form 10-K for the fiscal year
ended January 3, 1993.
(10.45) Motor Vehicle Lease Agreement No. 790855, dated as of December 31, 1992, Exhibit 10.39 to the Company's Annual
between the Company and Citicorp Leasing, Inc. covering various vehicles. Report on Form 10-K for the fiscal year
ended January 3, 1993.
(10.46) Master Lease Agreement, dated as of February 18, 1992, between the Company Exhibit 10.69 to the Company's Annual
and Citicorp Leasing, Inc. covering various equipment. Report on Form 10-K for the fiscal year
ended January 2, 1994.
(10.47) Lease Agreement dated as of December 15, 1994 between the Company and BA Exhibit 10.1 to the Company's Quarterly
Leasing & Capital Corporation. Report on Form 10-Q for the quarter
ended April 2, 1995.
(10.48) Beverage Can and End Agreement dated November 9, 1995 between the Company Exhibit 10.48 to the Company's Annual
and Ball Metal Beverage Container Group. Report on Form 10-K for the fiscal year
ended December 31, 1995.
41
(10.49) Member Purchase Agreement, dated as of August 1, 1994 between the Company Exhibit 10.49 to the Company's Annual
and South Atlantic Canners, Inc., regarding minimum annual purchase Report on Form 10-K for the fiscal year
requirements of canned product by the Company. ended December 31, 1995.
(10.50) Member Purchase Agreement, dated as of August 1, 1994 between the Company Exhibit 10.50 to the Company's Annual
and South Atlantic Canners, Inc., regarding minimum annual purchase Report on Form 10-K for the fiscal year
requirements of 20 ounce PET product by the Company. ended December 31, 1995.
(10.51) Member Purchase Agreement, dated as of August 1, 1994 between the Company Exhibit 10.51 to the Company's Annual
and South Atlantic Canners, Inc., regarding minimum annual purchase Report on Form 10-K for the fiscal year
requirements of 2 Liter PET product by the Company. ended December 31, 1995.
(10.52) Member Purchase Agreement, dated as of August 1, 1994 between the Company Exhibit 10.52 to the Company's Annual
and South Atlantic Canners, Inc., regarding minimum annual purchase Report on Form 10-K for the fiscal year
requirements of 3 Liter PET product by the Company. ended December 31, 1995.
(99.1) Audited Financial Statements of Piedmont Coca-Cola Bottling Partnership Included as Item 14D of Part IV to the
for the 1994 fiscal period. Company's Annual Report on Form 10-K
for the fiscal year ended January 1,
1995.
(ii) Other Exhibits:
(10.53) Description of the Company's 1997 Bonus Plan for officers.** Exhibit included in this filing.
(10.54) Agreement for Consultation and Services between the Company and J. Frank Exhibit included in this filing.
Harrison, Jr.**
(10.55) Agreement to assume liability for postretirement benefits between the Exhibit included in this filing.
Company and Piedmont Coca-Cola Bottling Partnership.
(21.1) List of subsidiaries. Exhibit included in this filing.
(23.1) Consent of Independent Accountants to Incorporation by Reference into Form Exhibit included in this filing.
S-3 (Registration No. 33-4325) and Form S-3 (Registration No. 33-54657).
(27.1) Financial data schedule for period ended December 29, 1996. Exhibit included in this filing.
(99.2) Information, financial statements and exhibits required by Form 11-K with To be supplied by amendment.
respect to the Coca-Cola Bottling Co. Consolidated Savings Plan.
* Carolina Coca-Cola Bottling Partnership's name was changed to Piedmont
Coca-Cola Bottling Partnership.
** Management contracts and compensatory plans and arrangements required to be
filed as exhibits to this form pursuant to Item 14(c) of this report.
B. Reports on Form 8-K.
(1) Current Report on Form 8-K dated as of May 15, 1996 relating to the Board of
Directors authorization to repurchase up to an aggregate of one million
shares of the Company's Common Stock.
(2) Current Report on Form 8-K dated as of November 14, 1996 relating to a Dutch
Auction Self Tender to repurchase for cash up to 500,000 shares of the
Company's outstanding Common Stock.
(3) Current Report on Form 8-K dated as of December 4, 1996 relating to the
appointment of J. Frank Harrison, III as Chairman of the Board of Directors
replacing J. Frank Harrison, Jr., who retired.
(4) Current Report on Form 8-K dated as of December 4, 1996 relating to the
recording of a fourth quarter non-cash after-tax charge of $2.7 million for
a retirement benefit for J. Frank Harrison, Jr., who retired from his
position as Chairman of the Board of Directors.
(5) Current Report on Form 8-K dated as of December 16, 1996 relating to
preliminary results of the Dutch Auction Self Tender.
(6) Current Report on Form 8-K dated as of January 7, 1997 related to the
repurchase of 145,260 shares of the Company's Common Stock from a single
shareholder.
42
SCHEDULE II
COCA-COLA BOTTLING CO. CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN THOUSANDS)
ADDITIONS
BALANCE AT CHARGED TO
BEGINNING COSTS AND BALANCE AT
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS END OF YEAR
Allowance for doubtful accounts:
Fiscal year ended December 29, 1996........................................ $406 $436 $432 $ 410
Fiscal year ended December 31, 1995........................................ $400 $319 $313 $ 406
Fiscal year ended January 1, 1995.......................................... $425 $600 $625 $ 400
43
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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: March 25, 1997
By: /s/ J. FRANK HARRISON, III
J. FRANK HARRISON, III
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ J. FRANK HARRISON, JR. Chairman Emeritus of the Board of Directors and March 25, 1997
J. FRANK HARRISON, JR. Director
By: /s/ J. FRANK HARRISON, III Chairman of the Board of Directors, Chief March 25, 1997
J. FRANK HARRISON, III Executive Officer and Director
By: /s/ JAMES L. MOORE, JR. President and Chief Operating Officer and March 25, 1997
JAMES L. MOORE, JR. Director
By: /s/ REID M. HENSON Vice Chairman of the Board of Directors and March 25, 1997
REID M. HENSON Director
By: /s/ H. W. MCKAY BELK Director March 25, 1997
H. W. MCKAY BELK
By: /s/ JOHN M. BELK Director March 25, 1997
JOHN M. BELK
By: /s/ H. REID JONES Director March 25, 1997
H. REID JONES
By: /s/ DAVID L. KENNEDY, JR. Director March 25, 1997
DAVID L. KENNEDY, JR.
By: /s/ NED R. MCWHERTER Director March 25, 1997
NED R. MCWHERTER
By: /s/ JOHN W. MURREY, III Director March 25, 1997
JOHN W. MURREY, III
By: /s/ DAVID V. SINGER Vice President and Chief Financial Officer March 25, 1997
DAVID V. SINGER
By: /s/ STEVEN D. WESTPHAL Vice President and Chief Accounting Officer March 25, 1997
STEVEN D. WESTPHAL
44
COCA-COLA BOTTLING CO. CONSOLIDATED
1997 ANNUAL BONUS PLAN
PURPOSE
The purpose of the bonus plan is to provide additional incentive to officers and
employees of the Company in key positions.
PLAN ADMINISTRATION
The plan will be administered by the Compensation Committee as elected by the
Board of Directors. The Committee is authorized to establish new guidelines for
administration of the plan, delegate certain tasks to management, make
determinations and interpretations under the plan, and to make awards pursuant
to the plan. All determinations and interpretations of the Committee will be
binding upon the Company and each participant.
PLAN GUIDELINES
ELIGIBILITY: The Compensation Committee is authorized to grant
cash awards to any officer, including officers who are directors
and to other employees of the Company and its affiliates in key
positions.
PARTICIPATION: Management will recommend annually key positions
which should qualify for awards under the plan. The Compensation
Committee has full and final authority in its discretion to
select the key positions eligible for awards. Management will
inform individuals in selected key positions of their
participation in the plan.
QUALIFICATION AND AMOUNT OF AWARD:
1. Participants will qualify for awards under the plan based
(a) Corporate goals set for the fiscal year.
(b) Division/Manufacturing Center goals or individual goals set for the
fiscal year.
(c) The Compensation Committee may, in its sole discretion, amend or
eliminate any individual award.
2. The gross amount of the award will be specified as a
percentage of base salary of the participant and will be
determined on the following basis:
Goal Achievement* Amount of Award
(in percent) (as a % of max.)
89.0 or less 0
89.1 - 94 80
94.1 - 97 90
97.1 - 100 100
100.1 - 105 110
105.1 - 110 120
3. The total cash award to the participant will be computed as follows:
Gross Cash Award = Base Salary X approved bonus % X the indexed performance
factor X overall goal achievement factor.
*
4. The Compensation Committee will review and approve all awards for Executive
Officers. The Committee has full and final authority in its discretion to
determine the actual gross amount to be paid to participants. The gross
amount will be subject to all local, state and federal minimum tax
withholding requirements.
NOTE: * During 1997 the Company will initiate a plan to increase volume more so
than in past years. This increase may affect earnings, OCF, FCF, etc. in
Fiscal 1997. Therefore the Compensation Committee of the Board of
Directors reserves the right to modify any calculated awards in #3 above
for 1997 in recognition of these unique circumstances.
-2-
5. Participant must be an employee of the Company on the date of payment to
qualify for an award. Any participant who leaves the employ of the Company,
voluntarily or involuntarily, prior to the payment date, is ineligible for
any bonus. An employee who assumes a key position during the fiscal year may
be eligible for a pro-rated award at the option of the Compensation
Committee, provided the participant has been employed a minimum of three (3)
months during the calendar year.
6. Awards under the bonus program will not be made if any material aspects of
the bottle contracts with The Coca-Cola Company are violated.
PAYMENT DATE: Awards shall be paid upon notification from the Company's
independent auditors of the final results of operations for the fiscal year. The
Compensation Committee is authorized to establish an earlier payment date based
on unaudited preliminary results.
SPECIAL AWARD PROVISION: Management may wish to recognize outstanding
performances by individuals who may or may not be in eligible positions to
receive an award. Management may recommend awards for such individuals, and the
Compensation Committee is authorized to make such awards.
AMENDMENTS, MODIFICATIONS AND TERMINATION
The Compensation Committee is authorized to amend, modify or terminate the plan
retroactively at any time, in part or in whole.
-3-
APPROVED PERFORMANCE CRITERIA FOR
COMPENSATION COMMITTEE TO CONSIDER
IN AWARDING 1997 BONUS PAYMENTS
CORPORATE GOALS
WEIGHTAGE
PERFORMANCE INDICATOR FACTOR GOAL**
1. Cash Flow:
Operating Cash Flow (A) 25% Approved Budget
Free Cash Flow (B) 25% Approved Budget
2. Net Income 10% Approved Budget
3. Unit Volume 20% Approved Budget
4. Nielsen Market Share 10% Positive Share Swing
5. Value Measure 10% Approved Budget
(9 X OCF - Debt)
NOTES:
1. A. Operating cash flow is defined as income from operations before
depreciation and amortization of goodwill and intangibles.
B. Free cash flow is defined as the net cash available for debt paydown after
considering non-cash charges, capital expenditures, taxes and adjustments
for changes in assets and liabilities, but before payment of cash
dividends. Specifically excluded would be acquisitions and capital
expenditures made because of acquisitions. Specifically excluded from
operating cash flow are gains/losses from:
- Sales of franchise territories.
- Sales of real estate
- Sales of other assets
- Other items as defined by the Compensation Committee.
NOTE:
**It should be noted that none of the goals reflect the
possibility of a Joint Venture or acquisitions. Should these
events occur the goals would need to be recalculated.
-4-
2. Net Income is defined as the after-tax reported earnings of the Company.
3. Unit Volume is defined as bottle, can and pre-mix cases, converted to
8 oz. cases.
4. The following items will be considered for exclusions by the
Committee:
- Unusual or extraordinary events of more than $50,000
- Impact of non-budgeted acquisitions made after January 1, 1997.
- Adjustments required to implement unbudgeted changes in accounting
principles (i.e., FASB rulings regarding health care benefits for
retirees, deferred taxes, etc.).
- Unbudgeted changes in depreciation and amortization schedules.
- Premiums paid or received due to the retirement or refinancing of debt
or hedging vehicles.
5. Bonus program will not be in force if any material aspects of the Bottle
Contracts with TCCC are violated.
6. For purposes of determining 1997 incentive compensation, accounting
practices and principles used to calculate "actual" results will be
consistent with those used in calculating the budget.
-5-
AGREEMENT FOR CONSULTATION AND SERVICES
This Agreement is made to be effective the 1st day of January, 1997, by and
between J. Frank Harrison, Jr. (hereinafter "Harrison") and Coca-Cola Bottling
Co. Consolidated (hereinafter the "Company").
WHEREAS, Harrison has served as an officer of the Company for over twenty
(20) years, including having held the positions of Chief Executive Officer,
Vice-Chairman of the Board of Directors (hereinafter the "Board") and Chairman
of the Board since 1977;
WHEREAS, during the period that Harrison served the Company, it grew from a
small bottler of soft drinks to a very large publicly held bottler of soft
drinks with sales of over $750 million;
WHEREAS, the Board believes that presently the Company has superior
management, a very efficient manufacturing and distribution operation, an
outstanding sales organization and a good relationship with The Coca-Cola
Company and its other franchisers;
WHEREAS, Harrison has expressed his intention to resign as Chairman of the
Board, and the Board desires to ensure that Harrison will continue to serve as a
Director of the Company, Chairman of the Executive and Finance Committees, a
member of the Compensation Committee and as a consultant to the Company
participating fully in various major strategic decisions of management and in
matters relating to The Coca-Cola Company and its relations with the Company;
WHEREAS, the Board believes that it is in the best interest of the Company
to generally reward him for his past services to the Company and insure that he
will continue to take an active role in the Company's business affairs,
including his continued availability to assist in maintaining a good
relationship with The Coca-Cola Company; and
WHEREAS, Harrison is willing to provide such continued services and
benefits to the Company under the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and other consideration as
expressly provided for herein, the parties hereto agree as follows:
1
1. Duties. Harrison agrees to serve as a director of the Company, Chairman of
the Executive and Finance Committees, member of the Compensation Committee, and
in any other capacity that the Board shall request of him including the
participation in special projects of the Company. Harrison agrees to be
available to consult with and assist the management of the Company concerning
the general oversight and guidance of the Company and all major decisions and
projects of the Company, and to provide the Company with the benefit of his
experience and knowledge concerning all such matters. Also Harrison agrees to
use his good relationship with The Coca-Cola Company in order to assist and
promote the best interests of the Company and its shareholders. Harrison agrees
to provide the Company with his full time and business resources in order to
carry out his responsibilities hereunder, and he agrees not to accept any other
employment that would preclude him from carrying out or otherwise interfering
with his responsibilities hereunder.
2. Compensation And Assistance. As compensation for the services to be rendered
by Harrison pursuant hereto and in order to provide him with the necessary
administrative and other support needed to perform such services, the Company
agrees to pay or furnish to Harrison, as applicable, the following:
(a) A retirement benefit payment of $500,000 annually, such
amount to be paid in equal monthly installments;
(b) A payment of $200,000 annually as consideration for future
services to be rendered as described herein, such amount to be
paid in equal monthly installments;
(c) Medical and hospital expense coverage comparable to such
benefits as may from time to time be furnished to the
principal executive officers of the Company;
(d) Life Insurance in an amount and pursuant to the same terms
and conditions as have been previously furnished to Harrison
prior to his resignation as Chairman;
(e) Office facilities, office staff, and related services and
expenses in accordance with the past practice of the Company,
and transportation by Company owned and/or operated aircraft,
in accordance with the previous resolutions of the Board
requiring him to at all times use Company aircraft for travel
rather than commercial aircraft, where it is practical to do
so.
2
3. Honorary Title. Harrison is hereby designated honorary Chairman Emeritus of
the Board.
4. Term. This Agreement shall be for a term of one (l) year from the date
hereof, and shall be self renewing for additional terms of one (l) year each
successively thereafter unless (a) the Board having initially approved of this
Agreement shall thereafter at a meeting called specifically for such purpose
elect to terminate the Agreement, or (b) Harrison shall elect to terminate the
Agreement, in which event the party electing to terminate the Agreement shall
serve a notice upon the other party informing such party of the election to
terminate this Agreement, which notice in order to be effective at the end of
the then present term must be served sixty (60) days or more prior to the end of
such term of the Agreement.
5. Early Termination. This Agreement shall terminate automatically, without any
requirement of notice, upon the following events:
(a) The death of Harrison; or
(b) A determination made in good faith by the Board that
Harrison has willfully failed to perform or is unable to
perform due to medical infirmity the services assigned to him
by the Board pursuant hereto.
6. Change Of Control. In the event of a change of control of the Company, the
requirement to compensate Harrison pursuant to Section 2.(a) hereof shall
continue thereafter for the remainder of his lifetime. For purposes of this
Agreement, change of control shall mean that Harrison and his issue, including
any trusts or other legal entities established for their benefit and the benefit
of their issue, shall be entitled to vote shares of capital stock of the Company
at any meeting of shareholders held for the election of directors of the Company
less than fifty-one percent (51%) of all the votes entitled to vote at such
meeting.
7. Confidentiality of Company Information. Harrison agrees to keep confidential
and not to disclose to anyone other than a person acting on behalf of the
Company any information about the Company concerning its methods and manner of
operation, marketing plans, new products, procedures, methods, processes,
know-how and techniques, customer lists and other similar information that may
be useful by a competitor of the Company. This obligation
3
shall continue throughout the term and any extended term of this Agreement
and thereafter indefinitely.
8. Covenant Not To Compete. Harrison agrees not to engage in any business
activity which competes with or is likely to compete with the business of
the Company in its operations as currently conducted during the initial
term of this Agreement, any extended terms thereafter, and for a period of
three (3) years following the end of the final term of this Agreement. For
the purposes hereof, engaging in a business activity shall include engaging
in a business as an employee, partner, officer, director, consultant, or
owner of an equity interest in a business, whether it is a proprietorship,
corporation, partnership, limited liability company or similar entity.
9. Governing Law. This Agreement shall be governed by and interpreted by
the laws of the State of Tennessee.
10. Entire Agreement. This instrument contains the entire agreement of the
parties with respect to the subject matter hereof; all previous agreements
and discussions relating to the same or similar subject matter being merged
herein. This Agreement may not be changed, amended, modified, terminated or
waived except by a writing signed by both parties hereto. Neither this
Agreement nor the provisions of this Section may be changed, amended,
modified, terminated or waived as a result of any failure to enforce any
provision or the waiver of any specific breach or breaches thereof or any
course of conduct of the parties.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year set forth opposite each respective
name.
COCA-COLA BOTTLING CO. CONSOLIDATED
By: /s/ James L. Moore, Jr. 1/6/97
James L. Moore, Jr. (Date)
President and COO
/s/ J. Frank Harrison, Jr.
J. Frank Harrison, Jr. (Date)
4
TRANSFER AND ASSUMPTION OF LIABILITIES AGREEMENT
THIS TRANSFER AND ASSUMPTION OF LIABILITIES AGREEMENT made and entered
into as of this l9th day of December, 1996 (this "Agreement") by and between
CCBCC, Inc., a Delaware corporation ("CCBCC"), PIEDMONT COCA-COLA BOTTLING
PARTNERSHIP a Delaware general partnership ("PCCBP").
WITNESSETH
WHEREAS, CCBCC was established by Coca-Cola Bottling Co. Consolidated, the
Managing Agent of PCCBP ("Consolidated"), to act as the common employer for all
personnel utilized by Consolidated in its operations, including the personnel
which it uses in the management and operation of PCCBP and PCCBP's subsidiary,
and, to that end, most former employees of PCCBP and its subsidiary are now
employed by CCBCC and are leased to PCCBP and its subsidiary; and
WHEREAS, PCCBP believes it to be in its best interest, to the extent
feasible, to consolidate all employee-related matters in CCBCC, so that all
personnel and personnel-related functions will be handled by CCBCC; and
WHEREAS, in connection with the foregoing, PCCBP desires to transfer to
CCBCC certain of PCCBP's retiree health care benefit liabilities for former
employees who either are retired or are employed by CCBCC, a schedule of which
liabilities and the amount thereof is attached hereto as Exhibit 1 (the "Assumed
Liabilities"); and
WHEREAS, PCCBP is transferring the Assumed Liabilities, and making a
transfer of cash in the amount of $8,177,000 in exchange for 805.31 shares of
CCBCC's Series A Preferred Stock (the "Capital Contribution"); and
WHEREAS, the parties hereto wish to enter this Agreement in order to
effectuate the transfer and the assumption of the Assumed Liabilities in
accordance with the terms of this Agreement;
NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
PCCBP hereby acknowledges, the parties hereto agree as follows:
1. For and consideration of the issuance to PCCBP of 805.31 shares of
CCBCC's Series A Preferred Stock, PCCBP hereby conveys to CCBCC the Assumed
Liabilities and a cash payment, and CCBCC assumes all of the Assumed
Liabilities. To the extent necessary, CCBCC agrees to execute any and all
assignments or other documents which may be necessary to effect such assumption
or which may be requested by any creditor of PCCBP to document such assumption.
2. PCCBP hereby warrants itself to be obligated to pay the Assumed
Liabilities.
3. CCBCC hereby represents and warrants that it possesses full authority to
assume the Assumed Liabilities and to issue all shares of its Series A Preferred
Stock to be issued pursuant to this Agreement and that all such shares when
issued shall be deemed fully paid and non-assessable.
IN WITNESS WHEREOF, PCCBP and CCBCC have caused this Agreement to be
executed and delivered on the day and date first above written.
CCBCC, INC.
By: /s/ David V. Singer
Title: VICE PRESIDENT
PIEDMONT COCA-COLA BOTTLING PARTNERSHIP
By Coca-Cola Bottling Co. Consolidated
Managing Agent
By: /S/ William B. Elmore
Title: VICE PRESIDENT
EXHIBIT 1
Piedmont Coca-Cola Bottling Partnership
Assumed Liabilities
Certain retiree healthcare benefit liabilities with a present value of
$8,096,469; as actuarially determined by AON Consulting, Inc. (formerly Godwins
Booke & Dickenson), and more fully described in a document previously delivered
to CCBCC, Inc. on November 30, 1994.
LIST OF SUBSIDIARIES
STATE/DATE PERCENT
INVESTMENT IN INCORPORATION OWNED BY OWNERSHIP
Columbus Coca-Cola Bottling Company Delaware Consolidated 100%
7/10/84
Coca-Cola Bottling Co. of Roanoke, Inc. Delaware Consolidated 100%
2/5/85
Panama City Coca-Cola Bottling Company Florida Columbus 100%
10/5/31 CCBC, Inc.
Case Advertising, Inc. Delaware Consolidated 100%
2/18/88
C C Beverage Packing, Inc. Delaware Consolidated 100%
3/15/88
Tennessee Soft Drink Production Company Tennessee CCBC of 100%
12/22/88 Nashville, Inc.
The Coca-Cola Bottling Company of West West Virginia Consolidated 100%
Virginia, Inc. 12/28/92
Jackson Acquisitions, Inc. Delaware Consolidated 100%
1/24/90
CCBCC, Inc. Delaware Consolidated 100%
12/20/93
Coca-Cola Bottling Co. Affiliated, Inc. Delaware Consolidated 100%
4/18/35
Metrolina Bottling Company Delaware Consolidated 100%
5/21/93
COBC, Inc. Delaware Columbus Coca-Cola 100%
11/23/93 Bottling Company
ECBC, Inc. Delaware Coca-Cola Bottling 100%
11/23/93 Co. Affiliated, Inc.
LIST OF SUBSIDIARIES (cont.)
STATE/DATE PERCENT
INVESTMENT IN INCORPORATION OWNED BY OWNERSHIP
MOBC, Inc. Delaware Coca-Cola Bottling 100%
11/23/93 Co. of Mobile, Inc.
NABC, Inc. Delaware Coca-Cola Bottling 100%
11/23/93 Co. of Nashville, Inc.
PCBC, Inc. Delaware Panama City Coca-Cola 100%
11/23/93 Bottling Company
ROBC, Inc. Delaware Coca-Cola Bottling 100%
11/23/93 Co. of Roanoke, Inc.
WCBC, Inc. Delaware Coca-Cola Bottling 100%
11/23/93 Co. Affiliated, Inc.
WVBC, Inc. Delaware The Coca-Cola 100%
11/23/93 Bottling Company
of West Virginia, Inc.
Coca-Cola Ventures, Inc. Delaware Coca-Cola Bottling 100%
6/17/93 Co. Affiliated, Inc.
Whirl-i-Bird, Inc. Tennessee Consolidated 100%
11/3/86
Coca-Cola Bottling Company of North Carolina Consolidated 100%
North Carolina, LLC 12/18/95
Category Management Consulting, LLC North Carolina Consolidated 100%
6/29/95
Chesapeake Treatment Company, LLC North Carolina Consolidated 100%
6/5/95
Consolidated Volunteer, Inc. Delaware Consolidated 100%
12/20/96
LIST OF SUBSIDIARIES (cont.)
STATE/DATE PERCENT
INVESTMENT IN INCORPORATION OWNED BY OWNERSHIP
Coca-Cola Bottling of Alabama, LLC Delaware Coca-Cola Beverage/ 100%
12/17/96 Consolidated
Coca-Cola Bottling Company of Alabama CCBC of Alabama/ 100%
Mobile, LLC 12/20/96 Coca-Cola Beverage
Coca-Cola Bottling Company of Tennessee CCBC of Tennessee/ 100%
Nashville, LLP 12/18/96 Consolidated Volunteer
Coca-Cola Bottling Company of Tennessee CCBC of Roanoke/ 100%
Tennessee, LLC 12/10/96 Consolidated
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-4325) and
Registration Statement on Form S-3 (No. 33-54657) of Coca-Cola Bottling Co.
Consolidated of our report dated February 17, 1997 appearing on page 36 of
this Form 10-K.
PRICE WATERHOUSE LLP
Charlotte, North Carolina
March 18, 1997
5
12-MOS
DEC-29-1996
JAN-01-1996
DEC-29-1996
2,941
0
51,328
410
30,787
110,595
351,688
161,615
702,396
76,680
439,453
0
0
12,055
10,214
702,396
773,763
773,763
435,959
435,959
227,293
0
30,379
25,699
9,535
16,164
0
0
0
16,164
1.74
0
