UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
X   EXCHANGE ACT OF 1934


    For the quarterly period ended               March 31, 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 incorporation                (I.R.S. Employer
          or organization)                                Identification Number)

               1900 Rexford Road, Charlotte, North Carolina 28211
               (Address of principal executive offices) (Zip Code)

                                 (704) 551-4400
              (Registrant's telephone number, including area code)


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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

         Class                                        Outstanding at May 3, 1996
Common Stock, $1 Par Value                                    7,958,059
Class B Common Stock, $1 Par Value                            1,336,362





                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements

                       Coca-Cola Bottling Co. Consolidated
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                        In Thousands (Except Share Data)

March 31, Dec. 31, April 2, 1996 1995 1995 ASSETS Current Assets: Cash $ 2,479 $ 2,434 $ 2,139 Accounts receivable, trade, less allowance for doubtful accounts of $391, $406 and $402 9,847 12,098 8,923 Accounts receivable from The Coca-Cola Company 8,167 6,725 6,582 Due from Piedmont Coca-Cola Bottling Partnership 5,156 4,584 188 Accounts receivable, other 5,292 9,492 5,096 Inventories 30,935 27,989 31,884 Prepaid expenses and other current assets 6,944 6,935 5,239 Total current assets 68,820 70,257 60,051 Property, plant and equipment, less accumulated depreciation of $157,341, $153,602 and $143,635 190,582 191,800 185,997 Investment in Piedmont Coca-Cola Bottling Partnership 64,700 65,624 66,930 Other assets 33,861 33,268 24,055 Identifiable intangible assets, less accumulated amortization of $88,002, $85,535 and $78,134 245,516 247,983 255,384 Excess of cost over fair value of net assets of businesses acquired, less accumulated amortization of $24,552, $23,980 and $19,971 67,067 67,639 69,357 Total $670,546 $676,571 $661,774
See Accompanying Notes to Consolidated Financial Statements Coca-Cola Bottling Co. Consolidated CONSOLIDATED BALANCE SHEETS (UNAUDITED) In Thousands (Except Share Data)
March 31, Dec. 31, April 2, 1996 1995 1995 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Portion of long-term debt payable within one year $ 120 $ 120 $ 247 Accounts payable and accrued liabilities 58,581 65,510 60,506 Accounts payable to The Coca-Cola Company 4,425 3,636 4,638 Accrued compensation 2,661 5,049 2,118 Accrued interest payable 5,103 6,259 5,998 Total current liabilities 70,890 80,574 73,507 Deferred income taxes 97,856 97,252 90,862 Other liabilities 41,841 39,877 27,391 Long-term debt 422,374 419,896 436,400 Total liabilities 632,961 637,599 628,160 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-10,090,859 shares 10,090 10,090 10,090 Class B Common Stock, $1 par value: Authorized-10,000,000 shares; Issued-1,964,476 shares 1,965 1,965 1,965 Class C Common Stock, $1 par value: Authorized-20,000,000 shares; Issued-None Capital in excess of par value 118,409 120,733 127,704 Accumulated deficit (75,095) (76,032) (84,595) Minimum pension liability adjustment (138) (138) (3,904) 55,231 56,618 51,260 Less-Treasury stock, at cost: Common-2,132,800 shares 17,237 17,237 17,237 Class B Common-628,114 shares 409 409 409 Total shareholders' equity 37,585 38,972 33,614 Total $670,546 $676, 571 $661,774
See Accompanying Notes to Consolidated Financial Statements Coca-Cola Bottling Co. Consolidated CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) In Thousands
Capital Minimum Class B in Pension Common Common Excess of Accumulated Liability Treasury Stock Stock Par Value Deficit Adjustment Stock Balance on January 1, 1995 $ 10,090 $1,965 $130,028 $(86,552) $ (3,904) $ 17,646 Net income 1,957 Cash dividends paid: Common (2,324) Balance on April 2, 1995 $10,090 $1,965 $127,704 $(84,595) $(3,904) $17,646 Balance on December 31, 1995 $10,090 $1,965 $120,733 $(76,032) $(138) $17,646 Net income 937 Cash dividends paid: Common (2,324) Balance on March 31, 1996 $10,090 $1,965 $118,409 $(75,095) $(138) $17,646
See Accompanying Notes to Consolidated Financial Statements Coca-Cola Bottling Co. Consolidated CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) In Thousands (Except Per Share Data)
First Quarter 1996 1995 Net sales (includes sales to Piedmont of $ 171,996 $ 170,977 $12,075 and $16,682) Cost of products sold, (excluding depreciation shown below includes $10,594 and $15,222 related to sales to Piedmont) 98,268 98,903 Gross margin 73,728 72,074 Selling expenses 40,726 36,448 General and administrative expenses 12,708 13,493 Depreciation expense 7,007 6,386 Amortization of goodwill and intangibles 3,057 3,057 Income from operations 10,230 12,690 Interest expense 7,693 8,437 Other (income) expense, net 982 964 Income before income taxes 1,555 3,289 Federal and state income taxes 618 1,332 Net income $ 937 $ 1,957 Net income (per share) $ .10 $ .21 Cash dividends per share: Common Stock $ .25 $ .25 Class B Common Stock .25 .25 Weighted average number of Common and Class B Common shares outstanding 9,294 9,294
See Accompanying Notes to Consolidated Financial Statements Coca-Cola Bottling Co. Consolidated CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) In Thousands
First Quarter 1996 1995 Cash Flows from Operating Activities Net income $ 937 $ 1,957 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 7,007 6,386 Amortization of goodwill and intangibles 3,057 3,057 Deferred income taxes 618 1,332 Losses on sale of property, plant and equipment 311 507 Amortization of debt costs 131 114 Undistributed loss of Piedmont Coca-Cola Bottling Partnership 924 799 Increase in current assets less current liabilities (8,202) (5,862) Increase in other noncurrent assets (721) (723) Increase (decrease) in other noncurrent liabilities 2,296 (129) Other 2 2 Total adjustments 5,423 5,483 Net cash provided by operating activities 6,360 7,440 Cash Flows from Financing Activities Proceeds from the issuance of long-term debt 2,884 3,434 Payments on long-term debt (405) (5) Cash dividends paid (2,324) (2,324) Other (368) (960) Net cash provided by (used in) financing activities (213) 145 Cash Flows from Investing Activities Additions to property, plant and equipment (6,123) (7,641) Proceeds from the sale of property, plant and equipment 21 383 Net cash used in investing activities (6,102) (7,258) Net increase in cash 45 327 Cash at beginning of period 2,434 1,812 Cash at end of period $ 2,479 $ 2,139
See Accompanying Notes to Consolidated Financial Statements Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 1. Accounting Policies The consolidated financial statements include the accounts of Coca-Cola Bottling Co. Consolidated and its majority owned subsidiaries (the "Company"). All significant intercompany accounts and transactions have been eliminated. The information contained in the financial statements is unaudited. The statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal, recurring nature. The accounting policies followed in the presentation of interim financial results are the same as those followed on an annual basis. These policies are presented in Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the Securities and Exchange Commission. Certain prior year amounts have been reclassified to conform to current year classifications. Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 2. Summarized Income Statement Data of Piedmont Coca-Cola Bottling Partnership 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 primarily in 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 to Piedmont at cost and receives a fee for managing the business of Piedmont pursuant to a management agreement. Summarized income statement data for Piedmont is as follows:
First Quarter In Thousands 1996 1995 Net sales $ 47,925 $ 45,688 Gross margin 20,409 18,923 Income from operations 728 1,004 Net loss 1,849 1,598
3. Inventories Inventories are summarized as follows:
Mar. 31, Dec. 31, April 2, In Thousands 1996 1995 1995 Finished products $ 19,401 $ 17,809 $ 18,708 Manufacturing materials 10,207 8,809 11,633 Used bottles and cases 1,327 1,371 1,543 Total inventories $ 30,935 $ 27,989 $ 31,884
Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 4. Long-Term Debt Long-term debt is summarized as follows:
Fixed(F) or Interest Variable Interest Mar. 31, Dec. 31, April 2, In Thousands Maturity Rate (V) Rate Paid 1996 1995 1995 Lines of Credit 1997 5.65%- V Varies $ 25,490 $ 22,590 $ 96,860 5.75% Term Loan Agreement 2002- 5.78%- V Varies 170,000 170,000 120,000 2003 5.95% Medium-Term Notes 1998 6.03% V Quarterly 10,000 10,000 10,000 Medium-Term Notes 1998 10.00% F Semi- 2,000 2,000 annually Medium-Term Notes 1999 7.99% F Semi- 28,585 28,585 66,500 annually Medium-Term Notes 2000 10.00% F Semi- 25,500 25,500 57,000 annually Medium-Term Notes 2002 8.56% F Semi- 47,000 47,000 66,500 annually Debentures 2007 6.85% F Semi- 100,000 100,000 -- annually Notes acquired in Sunbelt acquisition 2001 8.00% F Quarterly 200 217 5,321 Capital leases and 1995- 6.85%- F Varies 13,719 14,124 14,446 other notes payable 2001 10.00% 422,494 420,016 436,647 Less: Portion of long- term debt payable within one year 120 120 247 Long-term debt $422,374 $419,896 $436,400
Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 4. Long-Term Debt (cont.) As of March 31, 1996, the Company was in compliance with all of the covenants of its various borrowing agreements. It is the Company's intent to renew its lines of credit, commercial paper borrowings and borrowings under the revolving credit facility as they mature. To the extent that these borrowings do not exceed the amount available under the Company's $170 million revolving credit facility, they are classified as noncurrent liabilities. A $100 million commercial paper program was established in January 1990 with funds to be used for general corporate purposes. There were no balances outstanding under this program on March 31, 1996, December 31, 1995 or April 2, 1995. In June 1992, the Company entered into a three-year arrangement under which it has the right to sell an undivided interest in a designated pool of trade accounts receivable up to a maximum of $40 million. The Company had sold trade receivables of $35 million as of March 31, 1996, December 31, 1995 and April 2, 1995. This arrangement has been amended to extend it to June 1998 on terms substantially similar to those previously in place. 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 a portion of the existing public indebtedness with the remainder used to repay other bank debt. 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 previously entered into by the Company and other bank debt. The Company has guaranteed a portion of the debt for two cooperatives in which the Company is a member. The amounts guaranteed were $34.6 million, $35.2 million and $34.2 million as of March 31, 1996, December 31, 1995 and April 2, 1995, respectively. Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 5. Derivative Financial Instruments The Company uses derivative financial instruments to modify risk from interest rate fluctuations in its underlying debt. The Company has historically altered its fixed/floating interest 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. These derivative financial instruments are not used for trading purposes. The Company has entered into interest rate swaps that resulted in weighted average interest rates for the debt portfolio of approximately 7.0%, 7.2% and 7.5% as of March 31, 1996, December 31, 1995 and April 2, 1995, respectively. The Company's overall weighted average interest rate on its long-term debt decreased from an average of 7.3% during the first quarter of 1995 to an average of 7.0% during the first quarter of 1996. After taking into account the effect of all of the interest rate swap activities, approximately 49%, 48% and 47% of the total debt portfolio was subject to changes in short-term interest rates as of March 31, 1996, December 31, 1995 and April 2, 1995, respectively. A rate increase of 1% would have increased interest expense for the first quarter of 1996 by approximately $2 million and net income for the first quarter ended March 31, 1996 would have been reduced by approximately $1.2 million. Interest coverage as of March 31, 1996 would have been 2.5 times (versus 2.6 times) if interest rates had increased by 1%. Derivative financial instruments were as follows:
March 31, 1996 December 31, 1995 April 2, 1995 Remaining Remaining Remaining In Thousands Amount Term Amount Term Amount Term Interest rate swaps-floating $ 60,000 7.5 years $ 60,000 8 years $221,600 5-8 years Interest rate swaps-fixed 60,000 7.5 years 60,000 8 years 215,000 1-8 years Interest rate caps 30,000 .5 year
Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 5. Derivative Financial Instruments (cont.) The table below summarizes interest rate swap activity for the three months ended March 31, 1996. First Quarter In Thousands 1996 Total swaps, beginning of period $120,000 New swaps -- Terminated swaps -- Expired swaps -- Total swaps, end of period $120,000 The carrying amounts and fair values of the Company's balance sheet and off-balance-sheet instruments were as follows:
March 31, 1996 December 31, 1995 Carrying Fair Carrying Fair In Thousands Amount Value Amount Value Balance Sheet Instruments Public debt $ 213,085 $ 215,757 $ 213,085 $ 228,103 Non-public variable rate long-term debt 195,490 195,490 192,590 192,590 Non-public fixed rate long-term debt 13,919 14,899 14,341 16,189 Off-Balance-Sheet Instruments Interest rate swaps (4,843) (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. Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 6. Supplemental Disclosures of Cash Flow Information Changes in current assets and current liabilities affecting cash were as follows:
First Quarter In Thousands 1996 1995 Accounts receivable, trade, net $ 2,251 $(1,167) Due from Piedmont Coca-Cola Bottling Partnership (572) 1,195 Accounts receivable, other 2,758 68 Inventories (2,946) (13) Prepaid expenses and other current assets (9) (185) Portion of long-term debt payable within one year (53) Accounts payable and accrued liabilities (6,140) 1,698 Accrued compensation (2,388) (2,128) Accrued interest payable (1,156) (5,277) Increase in current assets less current liabilities $(8,202) $(5,862)
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Introduction: The following discussion presents management's analysis of the results of operations for the first three months of 1996 compared to the first three months of 1995 and changes in financial condition from April 2, 1995 and December 31, 1995 to March 31, 1996. The Company reported net income of $.9 million or $.10 per share for the first quarter of 1996 compared with net income of $2.0 million or $.21 per share for the same period in 1995. While overall sales volume increased during the quarter, inclement weather conditions in certain areas of the Company's franchise territory had a significant impact on the Company's higher margin vending and convenience store channels resulting in lower sales in these channels than during the comparable period in the prior year. The expansion of the Company's cold drink channel in the past few years has resulted in significant capital investment for equipment. The lease expense related to cold drink asset additions is recognized on a straight-line basis throughout the year while the revenue generated by these assets tends to be more seasonal, with the majority of the revenue coming in the months from April to September. The results for interim periods are not necessarily indicative of the results to be expected for the year due to seasonal factors. Results of Operations: Net sales for the first quarter of 1996 increased less than 1% from the first quarter of 1995. Net franchise sales increased 5.3% over the same period in 1995 due primarily to a 4.6% increase in case volume. Contract sales dropped by $6.6 million from the first quarter of 1995. Approximately half of the reduction in contract sales reflects lower sales to third parties on which the Company generates a modest profit margin. The other half of the reduction in contract sales reflects lower sales to Piedmont Coca-Cola Bottling Partnership which is purchasing more of its product from a regional Coca-Cola manufacturing cooperative. The increase in franchise sales volume was primarily in food stores. Sprite continued to enjoy significant growth with increased volume of 25% over the first quarter of 1995. The new proprietary Sprite 20 ounce PET bottle is being introduced throughout the Company's franchise territory. Selling prices were at levels comparable to the first quarter 1995, a period during which selling prices were up approximately 6.5% over comparable 1994 levels. Gross margin on net franchise sales increased by 3.1% from 1995 due primarily to the increase in food store sales. The increase in gross margin was less than the increase in net franchise sales due to a higher percentage of food store sales that have lower margins than other market channels. For the first quarter of 1996, selling expenses increased 11.7% over the 1995 period. Selling expenses related to franchise sales increased more than 7% due primarily to higher employment costs and increased expenses related to sales development programs. The increase in sales development funds was related primarily to growth in food store volume. The higher employment costs are attributable to an increase in volume and the Company's efforts to improve employee retention in certain key market areas of its franchise territory. General and administrative expenses decreased by 5.9% due to certain employee benefit accruals. Depreciation expense increased 9.7% between the first quarter of 1995 and the first quarter of 1996. This increase is due to the level of capital expenditures during 1995. The Company made significant capital expenditures in 1995 for manufacturing equipment necessary for the introduction of new packages. Interest expense decreased 8.8% from the first quarter of 1995 to the first quarter of 1996 due to reduced long-term debt balances and lower interest rates as a result of the early retirement of some of the Company's Medium-Term Notes in the fourth quarter of 1995. Outstanding long-term debt decreased approximately $14 million from April 2, 1995 to March 31, 1996. The Company's overall weighted average interest rate decreased from an average of 7.3% during the first quarter of 1995 to an average of 7.0% during the first quarter of 1996. Changes in Financial Condition: Working capital increased $8.2 million from December 31, 1995 to March 31, 1996 and increased $6.1 million from April 2, 1995 to March 31, 1996. The increase from December 31, 1995 resulted principally from an increase in inventories due to the seasonal nature of the business as well as a reduction in certain accrued liabilities. The increase from April 2, 1995 was due principally to an increase in amounts due from Piedmont Coca-Cola Bottling Partnership. The Company had sold trade accounts receivable of $35 million as of March 31, 1996, December 31, 1995 and April 2, 1995 under its arrangement to sell an undivided interest in a designated pool of trade accounts receivable up to a maximum of $40 million. Capital expenditures in the first quarter of 1996 were $6.1 million as compared to $7.6 million in the first quarter of 1995. Expenditures for 1996 capital additions are expected to be lower than expenditures for 1995 due to reduced capital requirements for manufacturing equipment. Long-term debt decreased $14 million from April 2, 1995 to March 31, 1996 and increased $2.5 million from December 31, 1995 to March 31, 1996. Long-term debt has decreased from April 2, 1995 due to repayments of debt from operations. On November 1, 1995, the Company issued $100 million of 6.85% debentures due 2007 pursuant to a $400 million shelf registration filed in 1994 with the Securities and Exchange Commission. The net proceeds from this issuance were used to repurchase $87 million of the Company's Medium-Term Notes due between 1997 and 2002 and to repay other outstanding borrowings. As of March 31, 1996, the Company was in compliance with all of the covenants of its various borrowing agreements. It is the Company's intent to renew any borrowings under its $170 million revolving credit facility and the informal lines of credit as they mature and, to the extent that any borrowings under the revolving credit facility, the informal lines of credit and commercial paper program do not exceed the amount available under the Company's $170 million revolving credit facility, they are classified as noncurrent liabilities. As of March 31, 1996, the Company had no amounts outstanding under the revolving credit facility or the commercial paper program and had approximately $25.5 million outstanding under the informal lines of credit. As of March 31, 1996 the debt portfolio had a weighted average interest rate of approximately 7.0% and approximately 49% of the total portfolio of $422.5 million was subject to changes in short-term interest rates. 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. PART II - OTHER INFORMATION Item 1. Legal Proceedings On March 4, 1993, a Complaint was filed against the Company, the predecessor bottling company for the Laurel, Mississippi territory and other unnamed parties in the matter of Mrs. Elsie Langley, Administratrix of the Estate of Walter Langley v. Coca-Cola Bottling Co. Consolidated, et al., Cause No. 93-3-30 in the Circuit Court of the Second Judicial District for Jones County, Mississippi. This suit by the testatrix spouse of a deceased former employee of the predecessor bottler alleged misrepresentation and fraud in connection with the severance package offered to employees terminated by the predecessor bottler in connection with the acquisition of the Laurel franchise subsidiary of the Company. Plaintiff claimed that the former employee was led to believe that the severance package was to include continuation of health insurance by the Company. The plaintiff's original Complaint sought damages in an amount up to $18 million in compensatory and punitive damages. Plaintiff later requested that the Court permit her to amend her Complaint to strike certain allegations, leaving claims for up to $11 million in compensatory and punitive damages. On December 7, 1994, the Company filed a Motion to Dismiss this case, based on ERISA preemption. A second hearing on the Motion was held on March 18, 1996, at which time the Court dismissed all of Plaintiff's claims against the Company, with prejudice. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description 27 Financial data schedule for period ended March 31, 1996. (b) Reports on Form 8-K None. 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: May 13, 1996 By: /s/ David V. Singer David V. Singer Principal Financial Officer of the Registrant and Vice President-Chief Financial Officer
 

5 This schedule contains summary financial information extracted from the financial statements as of and for the three months ended March 31, 1996 and is qualified in its entirety by reference to such financial statements. 3-MOS DEC-29-1996 JAN-01-1996 MAR-31-1996 2,479 0 10,238 391 30,935 68,820 347,923 157,341 670,546 70,890 422,374 0 0 12,055 43,176 670,546 171,996 171,996 98,268 98,268 63,498 0 7,693 1,555 618 937 0 0 0 937 0.10 0