Coca-Cola Bottling Co. Consolidated
UNITED STATES
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):
November 21, 2007
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of registrant as specified in its charter)
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Delaware
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0-9286
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56-0950585 |
(State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.) |
of incorporation) |
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4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)
(704) 557-4400
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
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On November 21, 2007, Coca-Cola Bottling Co. Consolidated issued its Report to
Stockholders for the quarter ended September 30, 2007. A copy of the Report to
Stockholders is furnished as Exhibit 99.1 hereto. |
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits. |
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99.1 Report to Stockholders for the quarter ended September 30,
2007. |
Signature
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.
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COCA-COLA BOTTLING CO. CONSOLIDATED
(REGISTRANT) |
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Date: November 21, 2007
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BY:
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/s/ Steven D. Westphal |
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Steven D. Westphal
Principal Financial Officer of the Registrant
and
Senior Vice President and Chief Financial Officer |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
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Date of Event Reported:
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Commission File No: |
November 21, 2007
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0-9286 |
COCA-COLA BOTTLING CO. CONSOLIDATED
EXHIBIT INDEX
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Exhibit No. |
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Exhibit Description |
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99.1
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Report to Stockholders for the quarter ended September 30, 2007. |
Exhibit 99.1
Exhibit 99.1
Report to
Stockholders for the Quarter Ended September 30,
2007
Dear Stockholders,
Your Company reported net income for the third quarter of 2007
of $5.3 million, or basic net income per share of $.58,
compared to net income for the third quarter of 2006 of
$4.9 million, or basic net income per share of $.54. Net
income for the first nine months of 2007 was $21.6 million,
or basic net income per share of $2.37, compared to
$14.6 million, or basic net income per share of $1.61, for
the same period in 2006. Our results in the third quarter and
first nine months of 2007 included the after-tax impact of
restructuring costs of $0.1 million, or basic net income
per share of $.01, and $1.6 million, or basic net income
per share of $.18, respectively, related to our simplification
of the Companys operating management structure and
reduction in workforce to improve operating efficiencies across
the Companys business. This restructuring was announced in
the first quarter of this year.
Net sales decreased $3.3 million, or .9%, in the third
quarter of 2007 compared to the third quarter of 2006. Net sales
increased $4.9 million, or .5%, in the first nine months of
2007 compared to the first nine months of 2006. The decrease in
revenue for the third quarter was primarily due to a decrease in
sales to other
Coca-Cola
bottlers offset somewhat by an increase in selling prices. The
increase in revenue for the first nine months of 2007 was
primarily due to increases in selling prices offset by a
decrease in sales to other
Coca-Cola
bottlers. Bottle/can volume was relatively flat in both the
third quarter and the first nine months of 2007 compared to the
same periods in 2006 due to a decrease in sales of sparkling
beverages, excluding energy drinks, offset by increases in the
sales of still beverages, primarily tea products.
Gross margin decreased $2.2 million, or 1.4%, in the third
quarter of 2007 compared to the third quarter of 2006. Gross
margin increased $4.9 million, or 1.0%, in the first nine
months of 2007 compared to the same period in 2006. The decrease
in gross margin dollars in the third quarter was primarily
attributable to an increase in the costs of raw materials that
was offset by higher selling prices, additional marketing
funding from The
Coca-Cola
Company and reduced manufacturing overhead costs. The increase
in gross margin dollars in the first nine months was primarily
attributable to higher selling prices, additional marketing
funding from The
Coca-Cola
Company and reduced manufacturing overhead costs offset by an
increase in the costs of raw materials.
Selling, delivery and administrative (S,D&A)
expenses decreased $.6 million, or .4%, and
$3.1 million, or .8%, in the third quarter and first nine
months of 2007, respectively, compared to the same periods in
2006. During the third quarter and first nine months of 2007,
the Company recorded restructuring costs of $.2 million and
$2.6 million, respectively. Excluding these pre-tax
restructuring costs, S,D&A expenses decreased
$.8 million in the third quarter of 2007 and
$5.7 million in the first nine months of 2007. The
Companys focus on resource efficiency is evidenced by
these favorable trends in S,D&A expenses.
During the third quarter of 2007, operating income was
$20.2 million, a decrease of $1.6 million or 7.3%,
compared to $21.8 million during the third quarter of 2006.
Operating income in the first nine months of 2007 was
$73.3 million, an increase of $8.1 million or 12.4%,
from $65.2 million during the first nine months of 2006.
During the third quarter of 2007, the decrease in gross margin
exceeded the favorable decrease in S,D&A expenses. The
increase in operating income during the first nine months of
2007 was due to the combination of increased gross margin and
the favorable decrease in S,D&A expenses.
The Company expanded its product offerings in the energy drink
category during the third quarter of 2007 with the addition of
NOS®
products from Fuze, a subsidiary of The
Coca-Cola
Company. The Companys product innovation during the third
quarter of 2007 also included juice products from Fuze, V8 juice
products from Campbells and Country Breeze tea products.
The Company plans to add glaceaus vitaminwater products
during the fourth quarter of 2007. The Company is focused on
continuing to drive operating results with the combination of
resource efficiency and the addition of new products to improve
our competitive position in the marketplace.
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J. Frank Harrison, III
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William B. Elmore
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Chairman and Chief Executive Officer
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President and Chief Operating Officer
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CONDENSED
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands
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Sept. 30,
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Dec. 31,
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Oct. 1,
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2007
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2006
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2006
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Assets
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Current Assets:
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Cash and cash equivalents
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$
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88,400
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$
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61,823
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$
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57,420
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Trade accounts receivable, net
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96,914
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91,299
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90,749
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Accounts receivable, other
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29,896
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13,480
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17,053
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Inventories
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62,822
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67,055
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56,799
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Prepaids and other current assets
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16,000
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13,485
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14,627
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Total current assets
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294,032
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247,142
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236,648
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Property, plant and equipment, net
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359,391
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384,464
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389,856
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Leased property under capital leases, net
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71,896
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69,851
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70,681
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Other assets
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34,670
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35,542
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36,791
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Franchise rights, net
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520,672
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520,672
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520,672
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Goodwill, net
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102,049
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102,049
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102,049
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Other identifiable intangible assets, net
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4,413
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4,747
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4,871
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Total
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$
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1,387,123
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$
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1,364,467
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$
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1,361,568
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Liabilities and Stockholders Equity
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Current Liabilities:
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Current portion of debt
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$
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100,000
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$
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100,000
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$
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Current portion of obligations under capital leases
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2,559
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2,435
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1,583
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Accounts payable and accrued expenses
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149,746
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146,507
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150,262
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Total current liabilities
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252,305
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248,942
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151,845
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Deferred income taxes
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152,392
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162,694
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158,529
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Pension, postretirement and other liabilities
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154,239
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146,355
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155,554
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Obligations under capital leases
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78,280
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75,071
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76,328
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Long-term debt
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591,450
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591,450
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691,450
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Total liabilities
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1,228,666
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1,224,512
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1,233,706
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Minority interest
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47,963
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46,002
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45,330
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Stockholders equity
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110,494
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93,953
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82,532
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Total
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$
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1,387,123
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$
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1,364,467
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$
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1,361,568
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CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Per Share
Data)
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Third Quarter
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First Nine Months
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2007
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2006
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2007
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2006
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Net sales
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$
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367,360
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$
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370,626
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$
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1,095,359
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$
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1,090,429
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Cost of sales
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212,148
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213,237
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619,366
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619,325
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Gross margin
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155,212
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157,389
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475,993
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471,104
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Selling, delivery and administrative expenses
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134,861
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135,421
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402,376
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405,459
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Amortization of intangibles
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111
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136
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334
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426
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Income from operations
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20,240
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21,832
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73,283
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65,219
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Interest expense
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12,135
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12,745
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36,647
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37,808
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Minority interest
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110
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841
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1,960
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2,546
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Income before income taxes
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7,995
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8,246
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34,676
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24,865
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Income taxes
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2,722
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3,305
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13,061
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10,222
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Net income
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$
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5,273
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$
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4,941
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$
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21,615
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$
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14,643
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Basic net income per share:
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Common Stock
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$
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.58
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$
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.54
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$
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2.37
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$
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1.61
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Weighted average number of Common Stock shares outstanding
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6,644
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6,643
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6,644
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6,643
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Class B Common Stock
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$
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.58
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$
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.54
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$
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2.37
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$
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1.61
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Weighted average number of Class B Common Stock shares
outstanding
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2,480
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2,460
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2,480
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2,460
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Diluted net income per share:
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Common Stock
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$
|
.58
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$
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.54
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$
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2.36
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$
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1.61
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Weighted average number of Common Stock shares
outstanding assuming dilution
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9,144
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9,123
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9,140
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9,120
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Class B Common Stock
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$
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.58
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$
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.54
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$
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2.36
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$
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1.60
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Weighted average number of Class B Common Stock shares
outstanding assuming dilution
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2,500
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2,480
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2,496
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2,476
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Cash dividends per share:
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Common Stock
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$
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.25
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$
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.25
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$
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.75
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$
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.75
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Class B Common Stock
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$
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.25
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$
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.25
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$
|
.75
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$
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.75
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CORPORATE
INFORMATION
Transfer
Agent and Dividend Disbursing Agent
The Companys transfer agent is responsible for stockholder
records, issuance of stock certificates and distribution of
dividend payments and IRS Form 1099s. The transfer agent
also administers plans for dividend reinvestment and direct
deposit. Stockholder requests and inquiries concerning these
matters are most efficiently answered by corresponding directly
with American Stock Transfer & Trust Company, 59
Maiden Lane, New York, New York 10038. Communication may also be
made by telephone toll-free
(800) 937-5449
or via the internet at www.amstock.com.
Stock
Listing
Coca-Cola Bottling Co. Consolidated is listed on The NASDAQ
Stock Market (Global Market) under the ticker symbol COKE.
Company
Website
www.cokeconsolidated.com
Corporate
Office
Our corporate office is located at 4100
Coca-Cola
Plaza, Charlotte, NC 28211. Our mailing address is
Coca-Cola
Bottling Co. Consolidated, P.O. Box 31487, Charlotte,
NC 28231.
Periodic
Reports and Code of Ethics for Senior Financial
Officers
Copies of the Companys Annual Report on
Form 10-K,
Quarterly Reports on
Form 10-Q
and Current Reports on
Form 8-K
to the United States Securities and Exchange Commission and its
Code of Ethics for Senior Financial Officers are available
without charge upon written request to Steven D. Westphal,
Senior Vice President and Chief Financial Officer,
Coca-Cola
Bottling Co. Consolidated, P.O. Box 31487, Charlotte,
NC 28231. This information may also be obtained from the
Companys website noted above.
CAUTIONARY
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Included in this Report to Stockholders and other information
that we make publicly available from time to time are
forward-looking management comments and other statements that
reflect managements current outlook for future periods.
These statements include, among others, statements about the
Companys focus on driving its results through the combined
efforts of resource efficiency and the introduction of new
products, such as vitaminwater.
These statements and expectations are based on currently
available competitive, financial and economic data along with
our operating plans, and are subject to future events and
uncertainties that could cause anticipated events not to occur
or actual results to differ materially from historical or
anticipated results. Among the events or uncertainties which
could adversely affect future periods are: lower than expected
selling pricing resulting from increased marketplace
competition; changes in how significant customers market or
promote our products; changes in public and consumer preferences
related to nonalcoholic beverages; our inability to meet
requirements under bottling contracts; material changes in the
performance requirements for marketing funding support or our
inability to meet such requirements; decreases from historic
levels of marketing funding support; changes in The
Coca-Cola
Companys and other beverage companies levels of
advertising, marketing and spending on brand innovation; the
inability of our aluminum can or plastic bottle suppliers to
meet our purchase requirements; our inability to offset higher
raw material costs with higher selling prices, increased
bottle/can sales volume or reduced expenses; sustained increases
in fuel costs or our inability to secure adequate supplies of
fuel; sustained increases in workers compensation,
employment practices and vehicle accident costs; sustained
increases in the cost of employee benefits; changes in interest
rates; adverse changes in our credit rating (whether as a result
of our operations or prospects or as a result of those of The
Coca-Cola
Company or other bottlers in the
Coca-Cola
system); changes in legal contingencies; additional taxes
resulting from tax audits; natural disasters and unfavorable
weather; issues surrounding labor relations; our use of
estimates and assumptions; our ability to declare dividends on
our Common Stock without declaring equal or any dividends on our
Class B Common Stock; public policy challenges regarding
the sale of soft drinks in schools; and the concentration of our
capital stock ownership. The forward-looking statements in this
Report to Stockholders should be read in conjunction with the
more detailed descriptions of the above factors included in our
Annual Report on
Form 10-K
for the year ended December 31, 2006 under Part I,
Item 1A Risk Factors. The Company undertakes no
obligation to update or revise any forward-looking statements
contained in this Report to Stockholders as a result of new
information or future events or developments.