SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
February 23, 2005
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of registrant as specified in its charter)
| Delaware | 0-9286 | 56-0950585 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)
(704) 557-4400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On February 23, 2005, Coca-Cola Bottling Co. Consolidated (the “Company”) issued a press release announcing its financial results for 2004. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
| (c) | Exhibits. |
| 99.1 | Press release issued on February 23, 2005, reporting the Company’s financial results for 2004. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COCA-COLA BOTTLING CO. CONSOLIDATED | ||||
| (REGISTRANT) | ||||
| Date: February 28, 2005 | BY: | /s/ David V. Singer | ||
| David V. Singer | ||||
| Principal Financial Officer of the Registrant | ||||
| and | ||||
| Executive Vice President and Chief Financial Officer | ||||
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
| Date of Event Reported: | Commission File No: | |
| February 23, 2005 | 0-9286 |
COCA-COLA BOTTLING CO. CONSOLIDATED
EXHIBIT INDEX
| Exhibit No. |
Exhibit Description | |
| 99.1 | Press release issued on February 23, 2005, reporting the Company’s financial results for 2004. |
Exhibit 99.1
Coca-Cola Bottling Co. Consolidated, 4100 Coca-Cola Plaza, Charlotte, NC 28211
 |
News Release | |||
| Media Contact: | Lauren C. Steele | |||
| VP Corporate Affairs | ||||
| 704-557-4551 | ||||
|
Investor Contact: |
David V. Singer | |||
| Executive VP & CFO | ||||
| 704-557-4604 | ||||
| FOR IMMEDIATE RELEASE | Symbol: COKE | |||
| February 23, 2005 | Quoted: The Nasdaq Stock Market (National Market) | |||
Coca-Cola Bottling Co. Consolidated Reports Fiscal Year 2004 Results
CHARLOTTE, NC — Coca-Cola Bottling Co. Consolidated today announced it earned $21.8 million or $2.41 per share for fiscal year 2004. These results compare to $30.7 million or $3.40 per share for fiscal year 2003.
The Company’s net sales grew by approximately 4% in 2004 reflecting flat bottle/can volume, a 3% increase in average revenue per case and higher contract sales to other bottlers. Income from operations in 2004 was $84.3 million which is $1.1 million or 1.3% higher than 2003. Bottle/can volume, net sales and income from operations in 2004 benefited from four additional selling days in 2004 as compared to 2003. Interest expense was up $2.1 million reflecting higher interest rates and interest associated with a state income tax audit, partially offset by lower average debt outstanding. The Company’s effective income tax rate increased from 19% in 2003 to 40% in 2004. The effective income tax rate in 2003 benefited from a number of favorable one-time adjustments.
J. Frank Harrison, III, Chairman and CEO, said, “The Company’s financial performance in 2004 reflects a continuing softness in the largest component of the Company’s business, sugar carbonated soft drinks. The softness in sugar CSDs was only partially offset by strong performance in diet CSDs, water, juice and isotonic beverages. Although volume was soft in 2004, the Company held its income from operations flat with the prior year through a combination of targeted price increases, lower capital spending and expense management.” Mr. Harrison said, “The volume softness we experienced in sugar CSDs is largely a function of shifts in consumer preferences; however, the Company’s success also depends on more impactful innovation and marketing investment from The Coca-Cola Company. I am encouraged with the new leadership at The Coca-Cola Company and believe they are committed to increasing marketing investments and delivering innovation in 2005 to rekindle growth in CSDs.” In closing, Mr. Harrison said, “Although our operating results were essentially flat with last year, we continue to generate strong cash flow, as indicated by the significant $95 million reduction in debt during the year.”
William B. Elmore, President and COO, said, “While we continued to experience softness in our sugar CSD volume, our diet CSD’s and our Fanta flavor line performed quite well. We also experienced solid growth in our noncarbonated portfolio of drinks, led by a 23% increase in
PowerAde. Our Dasani water business also grew at 5% in spite of intensified competitive pricing pressure.” Mr. Elmore also said, “Clearly we are excited about the improved marketing support from The Coca-Cola Company. At the same time, we remain sharply focused on improving our manufacturing, distribution and delivery processes to efficiently support the growing assortment of products and packages.”
Cautionary Information Regarding Forward-Looking Statements.
Included in this news release and other information that we make publicly available from time to time are forward-looking management comments and other statements that reflect management’s current outlook for future periods. These statements include, among others, statements relating to: The Coca-Cola Company’s commitment to increasing marketing investments and delivering innovation in 2005 and the Company’s focus on improving its manufacturing, distribution and delivery processes to efficiently support the growing assortment of products and packages. These statements and expectations are based on the currently available competitive, financial and economic data along with the Company’s operating plans, and are subject to future events and uncertainties. Among the events or uncertainties which could adversely affect future periods are: lower than expected net pricing resulting from increased marketplace competition; changes in how significant customers market our products; an inability to meet performance requirements for expected levels of marketing funding support payments from The Coca-Cola Company or other beverage companies; reduced marketing and advertising spending by The Coca-Cola Company or other beverage companies; an inability to meet requirements under bottling contracts with The Coca-Cola Company or other beverage companies; the inability of our aluminum can or PET bottle suppliers to meet our demand; significant changes from expectations in the cost of raw materials; higher than expected insurance premiums; lower than anticipated return on pension plan assets; higher than anticipated health care costs; higher than expected fuel prices; unfavorable interest rate fluctuations; adverse weather conditions; terrorist attacks, war or other civil disturbances; changes in financial market and changes in the Company’s public debt ratings. The forward-looking statements in this news release should be read in conjunction with the detailed cautionary statements found on pages 33 and 34 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2003.
—Enjoy Coca-Cola—
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF OPERATIONS
In Thousands (Except Per Share Data)
| Fiscal Year | ||||||
| 2004 |
2003 | |||||
| Net sales |
$ | 1,256,482 | $ | 1,210,765 | ||
| Cost of sales* |
656,272 | 626,598 | ||||
| Gross margin |
600,210 | 584,167 | ||||
| Selling, delivery and administrative expenses* |
441,946 | 421,306 | ||||
| Depreciation expense |
70,798 | 76,485 | ||||
| Amortization of intangibles |
3,117 | 3,105 | ||||
| Income from operations |
84,349 | 83,271 | ||||
| Interest expense |
43,983 | 41,914 | ||||
| Minority interest |
3,816 | 3,297 | ||||
| Income before income taxes |
36,550 | 38,060 | ||||
| Income taxes |
14,702 | 7,357 | ||||
| Net income |
$ | 21,848 | $ | 30,703 | ||
| Basic net income per share |
$ | 2.41 | $ | 3.40 | ||
| Diluted net income per share |
$ | 2.41 | $ | 3.40 | ||
| Weighted average number of common shares outstanding |
9,063 | 9,043 | ||||
| Weighted average number of common shares outstanding – assuming dilution |
9,063 | 9,043 | ||||
| * | Excludes depreciation expense |