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): October 25, 2002 ---------------- COCA-COLA BOTTLING CO. CONSOLIDATED ------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-9286 56-0950585 -------------- ---------------- ------------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) (704) 557-4400 -------------- (Registrant's telephone number, including area code)
Item 5. Other Events The Registrant issued a press release on October 25, 2002 covering the results of the third quarter of 2002. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. The following exhibit is filed herewith: 99.1 Press release issued on October 25, 2002.
Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized: COCA-COLA BOTTLING CO. CONSOLIDATED ----------------------------------- (REGISTRANT) Date: October 30, 2002 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: October 25, 2002 0-9286 COCA-COLA BOTTLING CO. CONSOLIDATED EXHIBIT INDEX Exhibit No. Exhibit Description - ----------- ------------------- 99.1 Press release issued on October 25, 2002.
Exhibit 99.1 Coca-Cola Bottling Co. Consolidated, 4100 Coca-Cola Plaza, Charlotte, NC 28211 [GRAPHIC REMOVED HERE] News Release Media Contact: Lauren C. Steele VP Corporate Affairs 704-557-4551 Investor Contact: David V. Singer Executive VP & CFO 704-557-4604 FOR IMMEDIATE RELEASE Symbol: COKE - --------------------- October 25, 2002 Quoted: The Nasdaq Stock Market (National Market) Coca-Cola Bottling Co. Consolidated Reports Third Quarter 2002 Results .. Comparable physical case volume increased 8.1% in the third quarter .. Comparable operating cash flow increased 7.4% in the third quarter .. Comparable net income for the third quarter increased by 26% to $9.5 million CHARLOTTE, NC -- Coca-Cola Bottling Co. Consolidated today announced earnings of $9.5 million or $1.08 per share for the third quarter of 2002. This compares to net income of $7.9 million or $.90 per share for the third quarter of 2001. For the first nine months of 2002, net income was $23.7 million or $2.69 per share as compared to $11.1 million or $1.27 per share for the first nine months of 2001. Three items materially impact comparability of 2002 results to prior year. These include the consolidation of Piedmont Coca-Cola Bottling Partnership, a previously unconsolidated subsidiary in the first quarter 2002, the adoption of the new accounting standard for amortizing goodwill and other intangible assets and a non-recurring income tax benefit in the third quarter of 2001. Adjusting for these items, net income was up 26% and 51% for the third quarter and first nine months of 2002, respectively. Comparable net sales were up 7% in both the third quarter and the first nine months of 2002. This growth was driven primarily by higher bottle/can volume which was up 8% and 6% in the third quarter and first nine months, respectively. The differences between the growth rates in net sales and volume reflect increased contract sales to other Coke bottlers, shifts in channel and package mix and targeted changes in net selling prices. Excluding contract sales to other Coke bottlers, the Company's gross margin improved by approximately one-half percentage point in the third quarter and nearly one percentage point in the first nine months of 2002, reflecting the success of the Company's pricing and mix management strategies. Operating expenses grew at about the same rate as net sales, reflecting solid productivity improvements offset by higher incentive-based pay, increased wage rates, material increases in employee benefits expense and sharply higher property and casualty insurance costs. Comparable operating cash flow improved by 7.4% in the third quarter and 8.1% the first nine months of 2002. J. Frank Harrison, III, Chairman and CEO, said, "The Company's third quarter net income performance was driven by solid gains in operating cash flow and continued declines in interest expense. The
increase in operating cash flow reflects profitable growth in volume driven by the continued success of Dasani and the introduction of new brands, led by Vanilla Coke." Mr. Harrison said, "The Company's third quarter performance builds on solid trends from the prior year. On a comparable basis, the 8% volume growth in the third quarter of 2002 follows 3.4% growth in the third quarter of 2001. In addition, the 19% interest expense decline follows a similar decline posted in the third quarter last year." Mr. Harrison attributed the significant declines in third quarter 2002 interest expense to a material reduction in debt and lower interest rates. William B. Elmore, President and COO, said, "The Company's excellent performance in the third quarter was driven by new brand introductions, package innovations and profitable growth in Dasani. Vanilla Coke, which was introduced in June, continues to exceed our expectations." This brand represents more than 3% of the Company's third quarter volume and accounted for 42% of the total volume growth for the quarter. In addition, Fanta Flavors and Minute Maid Lemonade are new this year and together delivered approximately 40% of the quarter's volume growth. The Company's Dasani business continues to deliver excellent growth in volume and improvements in market share with no deterioration in gross margin. For the third quarter, Dasani's physical case volume was up more than 45% and now represents 6% of our total volume. This growth was driven in large measure by packaging innovations. We now offer a broad variety of package configurations for both take-home and immediate consumption occasions. Our newest offering, the Dasani 12 ounce PET Fridgepack(TM), has been a big hit with consumers, accounting for 40% of Dasani's growth for the quarter. Mr. Elmore said, "I believe our commitment to packaging innovation for Dasani has been the key to our ability to drive volume growth and gain market share while maintaining our profit margins in this critically important category." Forward-looking statements. Included in this news release are several forward-looking management comments and other statements that reflect management's current outlook for future periods. These expectations are based on currently available competitive, financial and economic data along with the Company's operating plans, and are subject to future events and uncertainties. Among the events or uncertainties which could adversely affect future periods are lower-than-expected net pricing resulting from increased marketplace competition, an inability to meet requirements under bottling contracts, an inability to meet performance requirements for expected levels of marketing support payments from The Coca-Cola Company, material changes from expectations in the cost of raw materials, the inability of our aluminum can or PET bottle suppliers to meet our demand, higher than expected fuel prices and unfavorable interest rate fluctuations. The forward-looking statements in this news release should be read in conjunction with the detailed cautionary statements found on pages 23 and 24 of the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2001. --Enjoy Coca-Cola-
Coca-Cola Bottling Co. Consolidated CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) In Thousands (Except Per Share Data) Third Quarter Nine Months -------------------------------------- -------------------------------------- Pro forma Pro forma 2002 2001* 2001** 2002 2001* 2001** ----------- ----------- ---------- ----------- ----------- ---------- Net sales $ 333,047 $ 258,600 $ 311,508 $ 957,364 $ 744,638 $ 896,197 Cost of sales 179,129 142,645 168,415 509,193 407,853 481,518 ----------- ----------- --------- --------- --------- --------- Gross margin 153,918 115,955 143,093 448,171 336,785 414,679 ----------- ----------- --------- --------- --------- --------- Selling, general and administrative expenses 102,961 76,377 95,650 306,465 226,701 283,589 Depreciation expense 19,405 16,810 18,102 56,247 49,208 53,294 Amortization of goodwill and intangibles 683 3,721 5,850 2,056 11,161 17,547 ----------- ----------- --------- --------- --------- --------- Income from operations 30,869 19,047 23,491 83,403 49,715 60,249 Interest expense 11,454 10,764 14,204 35,471 34,245 44,812 Other income (expense), net (221) 88 246 (1,770) (1,765) (1,304) Minority interest 2,672 1,224 6,195 901 ----------- ----------- --------- --------- ---------- --------- Income before income taxes 16,522 8,371 8,309 39,967 13,705 13,232 Federal and state income taxes 6,983 456 434 16,267 2,563 2,376 ----------- ----------- --------- --------- --------- --------- Net income $ 9,539 $ 7,915 $ 7,875 $ 23,700 $ 11,142 $ 10,856 =========== =========== ========= ========= ========= ========= Basic net income per share $ 1.08 $ .90 $ .90 $ 2.69 $ 1.27 $ 1.24 =========== =========== ========= ========= ========= ========= Diluted net income per share $ 1.07 $ .90 $ .89 $ 2.67 $ 1.26 $ 1.23 =========== =========== ========= ========= ========= ========= Weighted average number of common shares outstanding 8,864 8,753 8,753 8,807 8,753 8,753 Weighted average number of common shares outstanding -- assuming dilution 8,924 8,818 8,818 8,887 8,822 8,822 Income from operations $ 30,869 $ 19,047 $ 23,491 $ 83,403 $ 49,715 $ 60,249 Amortization of goodwill and intangibles 683 3,721 5,850 2,056 11,161 17,547 Depreciation expense 19,405 16,810 18,102 56,247 49,208 53,294 ----------- ----------- --------- --------- -------- --------- Operating cash flow $ 50,957 $ 39,578 $ 47,443 $ 141,706 $ 110,084 $ 131,090 =========== =========== ========= ========= ========= ========= * Certain prior year amounts have been reclassified to conform to current year classifications. **Certain prior year amounts have been reclassified to conform to current year classifications and include the results of operations of Piedmont Coca-Cola Bottling Partnership as if it were consolidated with those of the Company beginning January 1, 2001.
Coca-Cola Bottling Co. Consolidated CONSOLIDATED BALANCE SHEETS (UNAUDITED) In Thousands Pro forma Sept. 29, Dec. 30, Sept. 30, Sept. 30, 2002 2001 2001* 2001** ------------- ------------ ------------ ------------ ASSETS Current Assets: Cash $ 8,286 $ 16,912 $ 6,252 $ 7,902 Accounts receivable, trade, net 84,365 63,974 63,762 83,760 Accounts receivable from The Coca-Cola Company 19,965 3,935 7,860 9,601 Accounts receivable, other 6,479 5,253 4,611 6,137 Inventories 42,433 39,916 37,180 43,326 Prepaid expenses and other current assets 16,812 13,379 14,688 14,993 ----------- ----------- ----------- ----------- Total current assets 178,340 143,369 134,353 165,719 ----------- ----------- ----------- ----------- Property, plant and equipment 834,968 766,222 768,917 824,936 Less-Accumulated depreciation and amortization 367,687 308,916 303,079 327,252 ----------- ----------- ----------- ----------- Property, plant and equipment, net 467,281 457,306 465,838 497,684 Leased property under capital leases 47,115 12,265 12,442 20,633 Less-Accumulated amortization 2,522 6,882 6,389 9,377 ----------- ----------- ----------- ----------- Leased property under capital leases, net 44,593 5,383 6,053 11,256 Investment in Piedmont Coca-Cola Bottling Partnership 60,203 60,229 Other assets 61,909 52,140 60,544 66,087 Franchise rights and goodwill 607,007 335,662 338,549 609,665 Other identifiable intangible assets 6,658 10,396 11,644 11,644 ----------- ----------- ----------- ----------- Total $ 1,365,788 $ 1,064,459 $ 1,077,210 $ 1,362,055 =========== =========== =========== =========== * Certain prior year amounts have been reclassified to conform to current year classifications. **Certain prior year amounts have been reclassified to conform to current year classifications and include the financial position of Piedmont Coca-Cola Bottling Partnership as if it were consolidated with that of the Company beginning January 1, 2001.
Coca-Cola Bottling Co. Consolidated CONSOLIDATED BALANCE SHEETS (UNAUDITED) In Thousands Pro forma Sept. 29, Dec. 30, Sept. 30, Sept. 30, 2002 2001 2001* 2001** ---------- ----------- ----------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Portion of long-term debt payable within one year $ 154,731 $ 56,708 $ 56,891 $ 154,391 Current portion of obligations under capital leases 3,717 1,489 1,713 2,839 Accounts payable, trade 35,238 28,370 31,163 36,620 Accounts payable to The Coca-Cola Company 41,477 7,925 9,543 10,070 Due to Piedmont Coca-Cola Bottling Partnership 24,682 23,746 Other accrued liabilities 66,985 49,169 44,453 52,300 Accrued compensation 16,912 17,350 11,817 12,201 Accrued interest payable 16,179 11,878 13,310 15,314 ---------- ---------- ---------- ---------- Total current liabilities 335,239 197,571 192,636 283,735 ---------- ---------- ---------- ---------- Deferred income taxes 170,012 133,743 149,309 173,432 Pension and retiree benefit obligations 31,603 37,203 24,950 24,950 Other liabilities 61,782 57,770 51,170 56,068 Obligations under capital leases 41,985 935 1,256 4,465 Long-term debt 620,125 620,156 626,256 733,756 ---------- ---------- ---------- ---------- Total liabilities 1,260,746 1,047,378 1,045,577 1,276,406 ---------- ---------- ---------- ---------- Minority interest 62,332 54,302 Stockholders' Equity: Common Stock 9,653 9,454 9,454 9,454 Class B Common Stock 3,009 2,989 2,989 2,989 Capital in excess of par value 94,209 91,004 93,192 93,192 Retained earnings (accumulated deficit) 9,176 (12,307) (10,635) (10,921) Accumulated other comprehensive loss (12,083) (12,805) (2,113) (2,113) ---------- ---------- ---------- ---------- 103,964 78,335 92,887 92,601 Less-Treasury stock, at cost: Common 60,845 60,845 60,845 60,845 Class B Common 409 409 409 409 ---------- ---------- ---------- ---------- Total stockholders' equity 42,710 17,081 31,633 31,347 ---------- ---------- ---------- ---------- Total $1,365,788 $1,064,459 $1,077,210 $1,362,055 ========== ========== ========== ==========
Coca-Cola Bottling Co. Consolidated RECONCILIATION OF COMPARABLE 2001 NET INCOME (UNAUDITED) In Thousands This schedule is intended to provide the information necessary to compute comparable 2001 net income. Third First Nine Quarter 2001* Months 2001* ------------ ----------- Income before income taxes $ 8,309 $13,232 Add: Reduction in amortization expense as if SFAS 142 was adopted as of January 1, 2001 5,167 15,491 Less: Adjustment to minority interest related to Piedmont's amortization expense 954 2,861 ------- ------- Adjusted income before income taxes 12,522 25,862 Federal and state income taxes (excluding income tax benefit recorded in 3rd quarter 2001) 4,946 10,215 ------- ------- Comparable 2001 net income $ 7,576 $15,647 ======= ======= 2002 net income $ 9,539 $23,700 Comparable 2001 net income $ 7,576 $15,647 % change 26% 51% * Includes the results of operations of Piedmont as if it were consolidated with those of the Company beginning January 1, 2001.