UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________
COMMISSION FILE NUMBER 1-12290
PANAMERICAN BEVERAGES, INC.
(Exact name of registrant as specified in its charter)
Republic of Panama Not Applicable
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Panamco, L.L.C. 33126
701 Waterford Way, Suite 800 (Zip code)
Miami, Florida
(Address of principal executive offices)
(305) 929-0800
(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 __
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the registrant's classes of common
and preferred stock, par value $0.01 per share, as of August 9, 2002 were:
Class A Common Stock: 111,142,998
Class B Common Stock: 8,659,825
Class C Preferred Stock: 2
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets (unaudited)
as of June 30, 2002 and December 31, 2001.................... 1
Condensed Consolidated Statements of Operations (unaudited)
for the three and six months ended June 30, 2002 and 2001.... 3
Condensed Consolidated Statements of Cash Flows (unaudited)
for the six months ended June 30, 2002 and 2001.............. 4
Notes to Condensed Consolidated Financial
Statements (unaudited)....................................... 5
PANAMCO NOLAD - Selected Statements of Operations Data
(unaudited) for the three and six months ended June 30,
2002 and 2001................................................ 14
PANAMCO COLOMBIA - Selected Statements of Operations Data
(unaudited) for the three and six months ended June 30, 2002
and 2001..................................................... 15
PANAMCO VENEZUELA - Selected Statements of Operations Data
(unaudited) for the three and six months ended June 30, 2002
and 2001..................................................... 16
PANAMCO BRAZIL - Selected Statements of Operations Data
(unaudited) for the three and six months ended June 30, 2002
and 2001..................................................... 17
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................... 18
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.................................................. 24
PART II OTHER INFORMATION............................................... 24
Item 1. LEGAL PROCEEDINGS............................................... 24
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS....................... 24
Item 3. DEFAULTS UPON SENIOR SECURITIES................................. 24
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............. 24
Item 5. OTHER INFORMATION............................................... 25
Item 6. EXHIBITS AND REPORTS ON FORM 8-K................................ 25
Signatures................................................................. 26
i
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in thousands of United States of America ("U.S.") dollars,
except per share amounts)
(Unaudited)
June 30, 2002 December 31, 2001
----------------- -----------------
ASSETS
Current assets:
Cash and equivalents $ 62,053 $ 133,666
Accounts receivable, net 126,824 136,614
Inventories, net 97,804 103,040
Other current assets 22,421 27,466
---------------- ----------------
Total current assets 309,102 400,786
Investments 34,599 28,522
Property, plant and equipment, net 954,716 1,043,870
Bottles and cases, net 191,156 213,908
Cost in excess of net assets acquired, net 847,777 869,056
Other assets 101,372 136,884
---------------- ----------------
$ 2,438,722 $ 2,693,026
Total assets ================ ================
LIABILITIES
Current liabilities:
Accounts payable $ 195,210 $ 274,164
Current portion of long-term
obligations 220,080 75,439
Bank loans 31,202 35,184
Other accrued liabilities 138,375 184,878
---------------- ----------------
Total current liabilities 584,867 569,665
---------------- ----------------
Long-term liabilities:
Long-term obligations, net of
current portion 643,207 859,619
Other liabilities 134,007 162,756
---------------- ----------------
Total long-term liabilities 777,214 1,022,375
---------------- ----------------
Total liabilities 1,362,081 1,592,040
---------------- ----------------
(Continued)
1
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in thousands of U.S. dollars, except per share amounts)
(Unaudited)
(Continued)
June 30, December 31,
2002 2001
------------- -------------
Commitments and contingencies
Minority interest in consolidated subsidiaries 25,184 28,541
------------ ------------
SHAREHOLDERS' EQUITY
Class C preferred stock, $0.01 par value;
50,000,000 shares authorized; 2
shares issued and outstanding at June 30, 2002
and December 31, 2001, respectively - -
Class A common stock, $0.01 par value;
500,000,000 authorized; 136,974,151 and
136,952,780 shares issued and 112,012,389 and
113,237,031 shares outstanding at June 30, 2002
and December 31, 2001, respectively 1,370 1,369
Class B common stock, $0.01 par value; 50,000,000
authorized; 11,037,711 and 11,059,082 shares
issued and 8,659,825 and 8,681,245 shares
outstanding at June 30, 2002 and
December 31, 2001, respectively 110 111
Capital in excess of par value 1,592,654 1,591,827
Retained earnings 224,125 138,433
Accumulated other comprehensive loss (543,794) (458,341)
------------ ------------
1,274,465 1,273,399
Less 27,339,648 and 26,093,586 treasury
shares held at June 30, 2002 and December 31,
2001, respectively, at cost (223,008) (200,954)
------------ ------------
Total shareholders' equity 1,051,457 1,072,445
------------ ------------
Total liabilities and shareholders' equity $ 2,438,722 $ 2,693,026
============ ============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
2
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in thousands of U.S. dollars, except per share amounts)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
------------------------------ ------------------------------
2002 2001 2002 2001
------------ ------------ ----------- -----------
Net sales $ 623,434 $ 666,163 $ 1,247,783 $ 1,311,008
Cost of sales, excluding depreciation
and amortization 308,454 318,200 617,842 634,463
------------ ------------ ----------- -----------
Gross profit 314,980 347,963 629,941 676,545
------------ ------------ ----------- -----------
Operating expenses:
Selling, general and administrative 198,873 203,861 400,254 409,543
Depreciation and amortization 48,476 62,576 93,156 122,812
Nonrecurring items, net (2,747) - 5,055 -
------------ ------------ ----------- -----------
244,602 266,437 498,465 532,355
------------ ------------ ----------- -----------
Operating income 70,378 81,526 131,476 144,190
------------ ------------ ----------- -----------
Other income (expense):
Interest income 1,239 4,734 3,982 13,750
Interest expense (22,362) (28,469) (44,983) (61,073)
Other income (expense), net 1,518 (1,754) 46,958 (3,930)
------------ ------------ ----------- -----------
(19,605) (25,489) 5,957 (51,253)
------------ ------------ ----------- -----------
Income before provision for
income taxes 50,773 56,037 137,433 92,937
Provision for income taxes 16,995 14,432 34,456 28,477
------------ ------------ ----------- -----------
Income before minority interest 33,778 41,605 102,977 64,460
Minority interest in earnings of
consolidated subsidiaries 1,573 1,363 2,590 2,897
------------ ------------ ----------- -----------
Net income $ 32,205 $ 40,242 $ 100,387 $ 61,563
============ ============ =========== ===========
Basic earnings per share $ 0.27 $ 0.32 $ 0.83 $ 0.48
============ ============ =========== ===========
Basic weighted average shares outstanding 121,140 126,917 121,449 127,609
============ ============ =========== ===========
Diluted earnings per share $ 0.26 $ 0.31 $ 0.82 $ 0.48
============ ============ =========== ===========
Diluted weighted average shares outstanding 122,245 128,244 122,378 128,748
============ ============ =========== ===========
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
3
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of U.S. dollars)
(Unaudited)
Six Months Ended June 30,
------------------------------------------
2002 2001
------------------ --------------------
Net cash provided by operating activities $ 31,036 $ 187,946
Cash flows from investing activities:
Capital expenditures (32,031) (37,938)
Purchases of bottles and cases (18,906) (19,986)
Purchases of investments (4,688) (428)
Proceeds from sale of investments 48,801 127,720
Proceeds from sale of property, plant and equipment 7,005 4,604
Other 2,149 (3,945)
-------------- --------------
Net cash provided by investing activities 2,330 70,027
-------------- --------------
Cash flows from financing activities:
Payment of bank loans and other long-term obligations (92,202) (227,473)
Proceeds from bank loans and other long-term obligations 35,652 127,305
Issuance of capital and treasury stock 1,706 8,777
Share repurchase (22,933) (64,483)
Payment of dividends to minority interest (2,165) (975)
Payment of dividends to shareholders (14,695) (15,288)
Other 2,710 -
-------------- --------------
Net cash used in financing activities (91,927) (172,137)
-------------- --------------
Effect of exchange rate changes on cash and cash equivalents (13,052) (11,289)
-------------- --------------
Net (decrease) increase in cash and equivalents (71,613) 74,547
Cash and equivalents at beginning of period 133,666 191,773
-------------- --------------
Cash and equivalents at end of period $ 62,053 $ 266,320
============== ==============
Supplemental cash flow disclosures:
Cash paid during the year for:
Interest (net of capitalized interest) $ 38,885 $ 63,290
============== ==============
Income taxes $ 45,601 $ 38,079
============== ==============
Noncash activities:
Write-off of fixed assets and reversal into income of
remaining balances related to facilities reorganization
costs $ (1,123) $ -
============== ==============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
4
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
(1) Basis of Presentation
The unaudited condensed consolidated financial statements included herein
have been prepared by Panamerican Beverages, Inc. (the "Company"), in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC"). In the opinion of management, these unaudited
condensed consolidated financial statements contain all adjustments,
which are of a normal recurring nature, necessary to present fairly the
Company's consolidated financial position as of June 30, 2002 and
December 31, 2001, and the consolidated results of operations for the
three and six months ended June 30, 2002 and 2001. Certain information
and footnote disclosures normally included in consolidated financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted
pursuant to the rules and regulations of the SEC. These unaudited
financial statements should be read in conjunction with the audited
financial statements and the notes thereto included in the Company's 2001
Annual Report on Form 10-K filed with the SEC on April 1, 2002. The
Company has made no significant changes in accounting policies from those
reflected in the consolidated financial statements included in the 2001
Annual Report on Form 10-K.
The financial statements of the Venezuelan subsidiary for all periods
have been remeasured into U.S. dollars, the reporting and functional
currency, in accordance with the Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") No. 52,
"Foreign Currency Translation", as it applies to highly inflationary
economies. The functional currencies of the remaining subsidiaries are
the Mexican peso, Brazilian real, Colombian peso, Costa Rican colon,
Nicaraguan cordova and Guatemalan quetzal, which financial statements
have been translated using the current rate translation method and the
resulting translation adjustments are included in accumulated other
comprehensive income (loss), which is a component of shareholders'
equity. As of December 31, 2001, the Company discontinued classifying
Colombia as a highly inflationary economy, and, accordingly, the
functional currency of the Colombian operations was changed from the U.S.
dollar to the Colombian peso. For the three months ended June 30, 2002
and 2001, the Company recorded in its condensed consolidated statements
of operations a net translation gain, for the Venezuelan subsidiary, of
$3.8 million and $0.9 million, respectively. For the six months ended
June 30, 2002 and 2001, the Company recorded in its condensed
consolidated statements of operations a net translation gain, for the
Venezuelan subsidiary, of $10.3 million and $3.9 million, respectively.
(2) New Accounting Standards and Pronouncements
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS No. 146 requires
companies to recognize costs associated with exit or disposal activities
when they are incurred rather than at the date of a commitment to an exit
or disposal plan. Examples of costs covered by this standard include
lease termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operations, plant closing,
or other exit or disposal activities. SFAS No. 146 is effective
prospectively for exit or disposal activities initiated after December 31,
2002, with earlier adoption encouraged. The Company is currently
assessing but has not yet determined the impact of SFAS No.146 on its
financial position and results of operations and, as such, the Company is
unable to disclose the impact that adopting these statements will have on
its financial position and results of operations.
5
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
In April 2002, the FASB issued SFAS No. 145, "Rescission of the FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS No. 145 eliminates the requirement to
classify gains and losses from the extinguishment of indebtedness as
extraordinary, requires certain lease modifications to be treated the
same as a sale-leaseback transaction, and makes other non-substantive
technical corrections to existing pronouncements. SFAS No. 145 is
effective for fiscal years beginning after May 15, 2002, with earlier
adoption encouraged. The Company is currently assessing but has not yet
determined the impact of SFAS No.145 on its financial position and
results of operations and, as such, the Company is unable to disclose the
impact that adopting these statements will have on its financial position
and results of operations.
Reclassifications have been made in the 2001 condensed consolidated
statements of operations to conform to classifications used in the
current year, in accordance with Emerging Issues Task Force ("EITF") No.
01-9, "Accounting for Consideration Given by a Vendor to a Customer
(including a Reseller of the Vendor's Products)." EITF 01-9 became
effective for the Company beginning January 1, 2002, and requires certain
promotional payments made to customers by the Company, that were
previously classified as selling and distribution expenses, to be
classified as a reduction from net sales. The Company reclassified as a
reduction from net sales approximately $5.3 million and $8.5 million of
selling expenses, which were previously classified as selling and
distribution expenses in the condensed consolidated statements of
operations for the three and six months ended June 30, 2001.
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets," which requires goodwill to be tested for impairment
and written down when impaired, rather than being amortized over useful
lives, as previous standards required. SFAS No. 142 became effective for
the Company beginning January 1, 2002. Had the Company adopted SFAS No.
142 on the first day of 2001, for the three months ended June 30, 2001,
amortization expense would have been lowered by $6.7 million and net
income would have increased $6.3 million (or $0.05 per diluted share) to
$46.5 million. For the six months ended June 30, 2001, amortization
expense would have been lowered by $13.3 million and net income would
have increased $12.5 million (or $0.10 per diluted share) to $74.0
million. During the second quarter of 2002, the Company completed the
first step of the transitional goodwill impairment test (valuation of
goodwill). The outcome of this test did not result in the recognition of
impairment of goodwill.
(3) Earnings (Loss) per Share
In accordance with SFAS No. 128, "Earnings per Share," basic earnings per
common share calculations are determined by dividing earnings available
to common shareholders by the weighted average number of shares of common
stock. Diluted earnings per share are determined by dividing earnings
available to common shareholders by the weighted average number of shares
of common stock and dilutive common stock equivalents outstanding,
related to outstanding stock options and nonvested stock grants.
6
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
Following is a reconciliation of the weighted average number of shares
outstanding with the number of shares used in the computation of diluted
earnings (loss) per share:
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- --------------------------
2002 2001 2002 2001
------------ ------------- ------------ ------------
Numerator:
Net income $ 32,205 $ 40,242 $ 100,387 $ 61,563
============ ============= ============ ============
Denominator (in thousands):
Denominator for basic earnings per share 121,140 126,917 121,449 127,609
Effect of dilutive securities:
Options to purchase common stock 1,105 1,327 929 1,139
------------ ------------- ------------ ------------
Denominator for diluted earnings per share 122,245 128,244 122,378 128,748
============ ============= ============ ============
Earnings per share:
Basic $ 0.27 $ 0.32 $ 0.83 $ 0.48
============ ============= ============ ============
Diluted $ 0.26 $ 0.31 $ 0.82 $ 0.48
============ ============= ============ ============
The Company declared and paid cash dividends of $0.06 per share of common
stock for the three and six months ended June 30, 2002.
(4) Reorganization Programs
During 2000, the Company implemented company-wide reorganization programs
designed to improve productivity and strengthen the Company's competitive
position in the beverage industry. As of June 30, 2002, approximately
7,700 employees have been terminated by the Company relating to the
reorganization programs implemented during 2000. As of June 30, 2002, the
reorganization programs have been completed and all remaining balances
related to accrued facilities reorganization costs totalling $4.2
million, which includes $1.1 million in cash items and $3.1 million in
noncash items as disclosed in Note 5 of "Notes to Condensed Consolidated
Financial Statements", were reversed into operating income and reflected as
Nonrecurring items, net, in the Company's condensed consolidated
statements of operations.
(5) Nonrecurring Items
During the first quarter of 2002, the Company recorded a gain on the sale
of its 12.1% equity stake in Cervejarias Kaiser, S.A. ("Kaiser") as part
of a larger transaction in which Molson, Inc. acquired Kaiser and entered
into a partnership with Heineken. The sale generated proceeds which
include approximately $2.4 million reflected within accounts receivable
as of June 30, 2002 and an interest of $18.9 million in Molson stock
recorded as an investment (the Molson stock received by Kaiser cannot be
sold for a period of two years), and resulted in a gain of $48.6 million,
which is included as part of Other income (expense), net, in the
Company's condensed consolidated statements of operations. The Company
will continue to distribute Kaiser products in its franchise areas in
Brazil and the acquisition of Kaiser will not impact this distribution
agreement.
7
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
The following table shows a summary of the net charges and benefits
recorded in the condensed consolidated financial statements for the three
and six months ended June 30, 2002:
2002
---------------------------------------------
Second First
Total Quarter Quarter
------------ --------------- --------------
Nonrecurring items, net:
Cash charges (benefits) (a) $ 6,178 $ 399 $ 5,779
Noncash charges (benefits) (b) (1,123) (3,146) 2,023
----------- ------------ ------------
5,055 (2,747) 7,802
----------- ------------ ------------
Included in Other income (expense), net:
Nonoperating charges (benefits) (c) (39,844) - (39,844)
----------- ------------ ------------
Gross charges (benefits), net (34,789) (2,747) (32,042)
Tax provision (benefit) (2,546) 1,122 (3,668)
----------- ------------ ------------
Net charges (benefits), net $ (37,335) $ (1,625) $ (35,710)
=========== ============ ============
(a) The cash charges (benefits) relate to severance payments for the
termination of approximately 800 employees in Mexico and Venezuela
totalling $10.7 million, to excise tax benefits obtained in Brazil
totalling $3.4 million, and to the reversal into income of accrued
facilities reorganization costs related to cash items (see Note 4 of
"Notes to Condensed Consolidated Financial Statements") totalling $1.1
million.
(b) The noncash charges (benefits) relate to the closure of plants in
Venezuela totalling $1.7 million, to fixed assets charges in Mexico
totalling $0.3 million, and to the reversal into income of accrued
facilities reorganization costs related to noncash items (see Note 4
of "Notes to Condensed Consolidated Financial Statements") totalling
$3.1 million.
(c) The nonoperating charges (benefits) relate to the gain totalling
$48.6 million on the sale of Kaiser, to the sale, at a loss
totalling $3.0 million, of the corporate airplane to a related
party, and to the payment of excise taxes totalling $5.8 million on
soft drink inventories containing high fructose corn syrup in Mexico
during the first quarter. The payment of the excise taxes resulted
from a law that was suspended shortly after it was initiated, but
subsequently reinstated effective July 15, 2002. The Company has
initiated legal proceedings to seek a refund of the amounts already
paid during the first quarter of 2002.
(6) Transactions with Related Parties
The Company purchases raw materials from various suppliers, including
related parties, subject to approval of The Coca-Cola Company
("Coca-Cola"). Such transactions with related parties are conducted in
the ordinary course of business at negotiated prices comparable to those
transactions with other customers and suppliers. The principal components
of related party transactions were purchases of concentrates, syrups,
sugars, returnable and non-returnable bottles, cans, and caps.
8
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
Amounts due from or due to related parties as of June 30, 2002 and December 31,
2001, respectively, are as follows:
June 30, 2002 December 31, 2001
-------------- -----------------
Accounts receivable:
Subsidiaries of Coca-Cola $ 17,206 $ 14,025
Subsidiaries of Kaiser (a) 1,644 2,485
-------------- --------------
$ 18,850 $ 16,510
============== ==============
Accounts payable:
Subsidiaries of Coca-Cola $ 14,597 $ 21,842
Productos de Vidrio, S.A. 948 2,912
Central Azucarero Portuguesa, C.A. 1,886 1,950
Other 2,494 2,331
-------------- --------------
$ 19,925 $ 29,035
============== ==============
(a) Excludes $2.4 million related to the sale of the
Company's investment in Kaiser.
The Company had the following significant transactions with related parties:
Three Months Ended Six Months Ended
June 30, 2002 June 30, 2002
--------------------------- --------------------------
2002 2001 2002 2001
----------- ------------ ---------- ----------
Income:
Marketing expense support from Coca-Cola
(recorded net against marketing expenses) $ 8,093 $ 9,325 $ 15,161 $ 15,685
Kaiser beer distribution fees 949 727 2,005 1,131
Other - 89 259 181
----------- ----------- ---------- ----------
$ 9,042 $ 10,141 $ 17,425 $ 16,997
=========== =========== ========== ==========
Expenses:
Purchases of concentrate from Coca-Cola $ 100,971 $ 119,243 $ 158,059 $ 176,057
Purchases of beer 9,735 12,638 20,209 28,778
Purchases of other inventories 26,558 10,860 51,579 19,149
----------- ----------- ---------- ----------
$ 137,264 $ 142,741 $ 229,847 $ 223,984
=========== =========== ========== ==========
Capital incentives received in cash $ 745 $ 670 $ 1,032 $ 1,348
=========== =========== ========== ==========
On April 22, 2002, the Company sold its corporate airplane for $10.5
million to a trust affiliated with a director of the Company. In
connection with this transaction, the Company terminated the operating
lease for the airplane by payment to the lending bank of $14.9 million
representing the amount outstanding under the lease. The Company believes
the terms of this transaction were no less favorable to the Company than
could have been obtained from an unaffiliated third party.
9
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
(7) Inventories
Inventories consist of: June 30, 2002 December 31, 2001
-------------- -----------------
Bottled beverages $ 27,628 $ 28,335
Raw materials 46,338 51,837
Spare parts and supplies 29,723 29,637
-------------- --------------
103,689 109,809
Less - Allowance for obsolete and slow moving items 5,885 6,769
-------------- --------------
$ 97,804 $ 103,040
============== ==============
(8) Share Repurchase Program
During the second quarter of 2002, the Company repurchased 914,600 shares
for a total amount of $15.7 million (including commissions) under the
Company's 2002 Share Repurchase Program. The Company expects to continue
to repurchase shares and to increase the size of the 2002 Share
Repurchase Program in the third quarter of 2002.
(9) Comprehensive Income (Loss)
Comprehensive income (loss) includes net income, translation adjustments
and unrealized gains (losses) on derivative financial instruments. The
comprehensive income (loss) for the three and six months ended June 30,
2002 and 2001 is as follows:
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- ---------------------------
2002 2001 2002 2001
----------- ----------- ----------- ----------
Net income $ 32,205 $ 40,242 $ 100,387 $ 61,563
Other comprehensive income (loss):
Translation adjustments (91,650) 5,443 (85,453) (14,972)
Unrealized gains (losses) on
derivative financial instruments 523 (275) - (7,694)
----------- ----------- ----------- ----------
Comprehensive income (loss) $ (58,922) $ 45,410 $ 14,934 $ 38,897
=========== =========== =========== ==========
(10) Derivative Instruments
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," and SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities - an amendment of FASB
Statement No. 133," became effective for the Company on January 1, 2001.
10
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
The Company's business exposes itself to many different market risks,
such as fluctuations in interest rates, currency exchange rates and
commodity prices. Consequently, the Company considers risk management as
an essential activity in the course of our business. The Company, from
time to time, utilizes hedging strategies to mitigate those risks. The
Company's hedging strategies may include the use of derivative
instruments, such as forwards, futures and options, generally with terms
not exceeding one year. While it is not the policy of the Company to
enter into derivative instruments for speculative purposes, occasionally,
the Company may continue holding a derivative instrument for speculative
purposes if other business goals and strategies are present at the time.
The Company had a floating-to-fixed interest rate swap (the "Swap"),
expiring in November 2002, with a total notional amount outstanding at
December 31, 2001 of $250.0 million, which exchanges LIBOR for a fixed
interest rate of 6.437%. Upon adoption of SFAS No. 133, the Company
designated the Swap as a cash flow hedge. During 2001, the Company
determined that it was probable that the original forecasted transaction
would not continue through the expiration of the Swap and, therefore,
discontinued cash flow hedge accounting. The Company recognized an
unrealized loss of $1.0 million and $0.8 million, included in Other
income (expense) net, for the three and six months ended June 30, 2002,
respectively, in the Company's condensed consolidated statements of
operations. As of June 30, 2002, the fair value of the Swap was a
liability of $5.7 million and is recorded in Other accrued liabilities.
The Company uses currency swap arrangements to hedge exchange rate
exposure arising from the Company's operations in its international
subsidiaries. On February 28, 2002, the Company entered into foreign
currency forward purchase contracts relating to raw material purchases in
Brazil, expiring during the second quarter of 2002, with total notional
amounts of approximately $16.6 million, which exchange Brazilian reales
for U.S. dollars. The Company realized gains amounting to approximately
$0.3 million for the three months ended June 30, 2002, (no impact for the
six months ended June 30, 2002) recorded in Cost of sales in the
Company's condensed consolidated statements of operations. As of June 30,
2002, the Company had no outstanding foreign currency forward purchase
contracts relating to raw material purchases in Brazil.
During the second quarter of 2002, the Company entered into a foreign
currency forward purchase contract in its Mexican operations, expiring
during the first quarter of 2003, with a notional amount of approximately
$14.0 million. As of June 30, 2002, the Company recognized an unrealized
loss of approximately $0.7 million recorded in Other income (expense) in
the Company's condensed consolidated statements of operations.
During the second quarter of 2002, the Company entered into foreign
currency forward purchase contracts with the Brazilian real, expiring
during the first quarter of 2004, with total notional amounts of
approximately $21.0 million. As of June 30, 2002, the Company recognized
an unrealized loss of approximately $1.8 million recorded in Other income
(expense) in the Company's condensed consolidated statements of
operations.
During the second quarter, the Company entered into an equity forward
purchase contract, expiring in March 2004, on Molson shares to be
received from the sale of Kaiser, with a notional amount of approximately
$8.0 million. As of June 30, 2002, the Company recognized an unrealized
holding gain of approximately $0.4 million recorded in Other income
(expense) in the Company's condensed consolidated statements of
operations.
11
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
(11) Segments and Related Information
The Company operates in the bottling and distribution industries and in
markets throughout Latin America. The basis for determining the Company's
operating segments is the manner in which financial information is used
by the Company in its operations. Management operates and organizes
itself according to business units, which comprise the Company's products
across geographic locations. The Company evaluates performance and
allocates resources based on income or loss from operations. The
accounting policies of the reportable segments are the same as those
described in the summary of significant accounting policies. Long-lived
assets constitute total assets less current assets, less long-term
deferred income taxes, and less long-term receivables from affiliated
companies. Balances reflected in Corporate include eliminating entries
that are used in consolidating the unaudited financial statements.
Relevant information concerning the geographic areas in which the Company
operates in accordance with SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information," is as follows:
Six Months Ended June 30, 2002
-----------------------------------------------------------------------------------------------
NOLAD Colombia Venezuela Brazil Corporate Total
---------- ---------- ---------- ----------- ------------- -------------
Net sales $ 661,284 $ 191,152 $ 194,038 $ 201,309 $ - $ 1,247,783
Operating income (loss) 110,626 12,814 (6,685) 14,220 501 131,476
Depreciation and amortization 35,888 24,911 25,311 7,862 (816) 93,156
Capital expenditures 22,787 2,952 3,526 2,766 - 32,031
June 30, 2002
-----------------------------------------------------------------------------------------------
Long-lived assets $ 649,048 $ 290,561 $ 317,604 $ 145,395 $ 651,182 $ 2,053,790
Total assets 775,447 348,494 371,019 279,055 664,707 2,438,722
Six Months Ended June 30, 2001
-----------------------------------------------------------------------------------------------
NOLAD Colombia Venezuela Brazil Corporate Total
---------- ---------- ---------- ----------- ------------- -------------
Net sales $ 630,238 $ 183,152 $ 274,515 $ 223,103 $ - $ 1,311,008
Operating income (loss) 116,425 9,852 19,866 10,077 (12,030) 144,190
Depreciation and amortization 43,086 28,019 30,420 11,274 10,013 122,812
Capital expenditures 27,227 3,017 5,007 2,679 8 37,938
December 31, 2001
-----------------------------------------------------------------------------------------------
Long-lived assets $ 690,155 $ 327,059 $ 339,512 $ 189,279 $ 651,643 $ 2,197,648
Total assets 853,458 383,188 419,935 352,883 683,562 2,693,026
12
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
SUPPLEMENTARY FINANCIAL INFORMATION
(Stated in thousands of U.S. dollars)
(Unaudited)
The supplemental statements of operations data for Panamco NOLAD (Panamco
Mexico and Panamco Central America, which consists of Costa Rica,
Nicaragua and Guatemala), Panamco Colombia, Panamco Venezuela, and
Panamco Brazil are presented on the following pages. The data presented
as of and for each period have been derived from the unaudited financial
statements of Panamco Mexico and Panamco Central America, Panamco
Colombia, Panamco Venezuela, and Panamco Brazil, as applicable, which
financial statements are not included herein. Additionally, the data
presented does not include the unaudited financial data of the Holding
company, the Corporate offices or some minor entities; nor does it
reflect the eliminating entries that are used in consolidating the
unaudited financial statements of the aforementioned subsidiaries.
13
PANAMCO NOLAD
(Stated in thousands of U.S. dollars)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------------------------------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Statement of Operations Data:
Net sales $ 347,144 $ 340,095 $ 661,284 $ 630,238
Cost of sales, excluding depreciation
and amortization 157,180 143,805 298,790 271,124
------------ ------------ ------------ ------------
Gross profit 189,964 196,290 362,494 359,114
------------ ------------ ------------ ------------
Operating expenses:
Selling, general and administrative 110,320 101,154 214,004 199,603
Depreciation and amortization 18,342 23,528 35,888 43,086
Nonrecurring items, net (4,126) - 1,976 -
------------ ------------ ------------ ------------
124,536 124,682 251,868 242,689
------------ ------------ ------------ ------------
Operating income 65,428 71,608 110,626 116,425
------------ ------------ ------------ ------------
Interest expense, net (5,723) (2,885) (11,725) (5,091)
Other income (expense), net 2,088 (1,361) (2,336) (420)
------------ ------------ ------------ ------------
Income before provision for
income taxes 61,793 67,362 96,565 110,914
Provision for income taxes 20,393 20,609 32,100 34,671
------------ ------------ ------------ ------------
Income before minority interest 41,400 46,753 64,465 76,243
Minority interest in Panamco Mexico
subsidiaries 1,282 1,513 1,934 2,419
------------ ------------ ------------ ------------
Net income attributable to Panamco
NOLAD 40,118 45,240 62,531 73,824
Minority interest in Panamco
Mexico holding company 607 716 915 1,145
------------ ------------ ------------ ------------
Net income attributable to Panamco $ 39,511 $ 44,524 $ 61,616 $ 72,679
============ ============ ============ ============
Cash operating profit $ 80,624 $ 95,136 $ 143,710 $ 159,511
============ ============ ============ ============
Unit Case Sales Volume
Growth (Decline):
Soft drinks 5.2% 4.1%
Water 14.4% 9.2%
Other products 165.9% 116.2%
------------ ------------
Total growth (decline) 9.6% 6.7%
============ ============
14
PANAMCO COLOMBIA
(Stated in thousands of U.S. dollars)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ -------------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Statement of Operations Data:
Net sales $ 91,413 $ 88,676 $ 191,152 $ 183,152
Cost of sales, excluding depreciation
and amortization 42,551 43,180 88,621 86,027
------------ ------------ ------------ ------------
Gross profit 48,862 45,496 102,531 97,125
------------ ------------ ------------ ------------
Operating expenses:
Selling, general and administrative 34,451 28,909 64,806 59,254
Depreciation and amortization 12,560 13,897 24,911 28,019
------------ ------------ ------------ ------------
47,011 42,806 89,717 87,273
------------ ------------ ------------ ------------
Operating income 1,851 2,690 12,814 9,852
------------ ------------ ------------ ------------
Interest expense, net (2,157) (3,463) (5,215) (4,195)
Other income (expense), net 547 193 644 389
------------ ------------ ------------ ------------
Income (loss) before provision
for income taxes 241 (580) 8,243 6,046
Provision (benefit) for income taxes (1,007) (170) 1,971 1,785
------------ ------------ ------------ ------------
Income (loss) before minority interest 1,248 (410) 6,272 4,261
Minority interest in Panamco Colombia
subsidiaries holding company 20 4 80 54
------------ ------------ ------------ ------------
Net income (loss) attributable to
Panamco Colombia holding company 1,228 (414) 6,192 4,207
Minority interest in Panamco Colombia 34 (11) 170 116
------------ ------------ ------------ ------------
Net income (loss) attributable
to Panamco $ 1,194 $ (403) $ 6,022 $ 4,091
============ ============ ============ ============
Cash operating profit $ 14,411 $ 16,587 $ 37,725 $ 37,871
============ ============ ============ ============
Unit Case Sales Volume
Growth (Decline):
Soft drinks (6.9%) (4.1%)
Water (17.3%) (18.3%)
Other products (48.1%) 19.3%
------------ ------------
Total growth (decline) (9.1%) (6.8%)
============ ============
15
PANAMCO VENEZUELA
(Stated in thousands of U.S. dollars)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ -------------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Statement of Operations Data:
Net sales $ 88,449 $ 140,658 $ 194,038 $ 274,515
Cost of sales, excluding depreciation
and amortization 51,188 69,413 106,961 133,294
------------ ------------ ------------ ------------
Gross profit 37,261 71,245 87,077 141,221
------------ ------------ ------------ ------------
Operating expenses:
Selling, general and administrative 27,304 45,384 64,370 90,935
Depreciation and amortization 14,164 15,088 25,311 30,420
Nonrecurring items, net - - 4,081 -
------------ ------------ ------------ ------------
41,468 60,472 93,762 121,355
------------ ------------ ------------ ------------
Operating income (loss) (4,207) 10,773 (6,685) 19,866
------------ ------------ ------------ ------------
Interest expense, net (3,583) (4,379) (3,859) (12,504)
Other income (expense), net (918) 1,761 2,733 5,322
------------ ------------ ------------ ------------
Income (loss) before provision
for income taxes (8,708) 8,155 (7,811) 12,684
Provision (benefit) for income taxes (3,152) (6,456) (3,420) (8,729)
------------ ------------ ------------ ------------
Net income (loss) attributable
to Panamco $ (5,556) $ 14,611 $ (4,391) $ 21,413
============ ============ ============ ============
Cash operating profit $ 9,957 $ 25,861 $ 20,307 $ 50,286
============ ============ ============ ============
Unit Case Sales Volume
Growth (Decline):
Soft drinks (15.0%) (12.8%)
Water (26.4%) (23.6%)
Beer (47.8%) (35.4%)
Other products 31.4% 32.8%
------------ ------------
Total growth (decline) (15.7%) (13.1%)
============ ============
16
PANAMCO BRAZIL
(Stated in thousands of U.S. dollars)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ -------------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Statement of Operations Data:
Net sales $ 96,428 $ 96,734 $ 201,309 $ 223,103
Cost of sales, excluding depreciation
and amortization 59,385 64,133 126,266 146,349
------------ ------------ ------------ ------------
Gross profit 37,043 32,601 75,043 76,754
------------ ------------ ------------ ------------
Operating expenses:
Selling, general and administrative 27,575 24,747 56,342 55,403
Depreciation and amortization 3,820 4,980 7,862 11,274
Nonrecurring items, net - - (3,381) -
------------ ------------ ------------ ------------
31,395 29,727 60,823 66,677
------------ ------------ ------------ ------------
Operating income 5,648 2,874 14,220 10,077
------------ ------------ ------------ ------------
Interest expense, net 165 (601) (429) (761)
Other income (expense), net 1,246 (1,495) 49,978 (6,131)
------------ ------------ ------------ ------------
Income before provision for
income taxes 7,059 778 63,769 3,185
Provision (benefit) for income taxes 1,520 (692) 3,907 (938)
------------ ------------ ------------ ------------
Income before minority interest 5,539 1,470 59,862 4,123
Minority interest in Panamco Brazil
holding company 71 9 158 31
------------ ------------ ------------ ------------
Net income attributable to Panamco $ 5,468 $ 1,461 $ 59,704 $ 4,092
============ ============ ============ ============
Cash operating profit $ 9,468 $ 7,854 $ 22,082 $ 21,351
============ ============ ============ ============
Unit Case Sales Volume
Growth (Decline):
Soft drinks (4.3%) (8.9%)
Water 1.9% (3.0%)
Beer (15.1%) (16.2%)
Other products 373.4% 756.3%
------------ ------------
Total growth (decline) (5.9%) (9.8%)
============ ============
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
The following discussion addresses the financial condition and
results of operations of Panamerican Beverages, Inc. ("Panamco" or "we") and
its consolidated subsidiaries. This discussion should be read in conjunction
with our unaudited condensed consolidated financial statements as of June 30,
2002 and December 31, 2001 and for the three and six months ended June 30,
2002 and 2001 and the notes thereto included elsewhere herein. Results for any
interim period are not necessarily indicative of results for any full year.
We conduct our operations through tiers of subsidiaries in which, in
some cases, minority shareholders hold interests. Since we have varying
percentage ownership interests in our approximately 60 consolidated
subsidiaries, the amount of the minority interest in income or loss before
minority interest during a period depends upon the revenues and expenses of
each of the consolidated subsidiaries and the percentage of each of such
subsidiary's capital stock owned by minority shareholders during such period.
The results of operations of Panamco Mexico and Panamco Central
America, which consists of Panamco Costa Rica, Panamco Nicaragua and Panamco
Guatemala, are reported together as Panamco NOLAD (North Latin American
Division).
Unit case means 192 ounces of finished beverage product (24
eight-ounce servings). Average sales prices per unit case means net sales in
U.S. dollars for the period divided by the number of unit cases sold during
the same period. Cash operating profit means operating income plus
depreciation and amortization and noncash nonrecurring items.
Forward-looking Statements
Forward-looking statements, contained in this document include the
amount of future capital expenditures and the possible uses of proceeds from
any future borrowings. The words believes, intends, expects, anticipates,
projects, estimates, predicts, and similar expressions are also intended to
identify forward- looking statements. Such statements, estimates, and
projections reflect various assumptions by our management, concerning
anticipated results and are subject to significant business, economic and
competitive uncertainties and contingencies, many of which are beyond our
control. Factors that could cause results to differ include, but are not
limited to, changes in the soft drink business environment, including actions
of competitors and changes in consumer preference, changes in governmental
laws and regulations, including income taxes, market demand for new and
existing products, raw material prices and devaluation of local currencies
against the U.S. dollar. Accordingly, we cannot assure you that such
statements, estimates and projections will be realized. The forecasts and
actual results will likely vary and those variations may be material. We make
no representation or warranty as to the accuracy or completeness of such
statements, estimates or projections contained in this document or that any
forecast contained herein will be achieved. Additional information concerning
such factors is contained in our Registration Statement on Form S-8 as filed
with the Securities Exchange Commission ("SEC") on July 23, 2001, and the
Company's Annual Report on Form 10-K for the year ended December 31, 2001 as
well as other documents filed with the SEC, all of which are available from
the SEC.
Critical Accounting Policies and Estimates
In the ordinary course of business, we have made a number of
estimates and assumptions relating to the reporting of results of operations
and financial position in the preparation of our financial statements in
conformity with accounting principles generally accepted in the United States
of America. Actual results could differ significantly from those estimates
under different assumptions and conditions. We have included in our
18
Annual Report on Form 10-K for the year ended December 31, 2001 a discussion
of our most critical accounting policies, which are those that are most
important to the portrayal of our financial condition and results of
operations and require management's most difficult, subjective and complex
judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain. Except for our adoption of EITF No.
01-9, "Accounting for Consideration Given by a Vendor to a Customer (including
a Reseller of the Vendor's Products)," and SFAS No. 142, "Goodwill and Other
Intangible Assets," as described in Note 2 of "Notes to Condensed Consolidated
Financial Statements," we have not made any changes in any of these critical
accounting policies during the first half of 2002, nor have we made any
material changes in any of the critical accounting estimates underlying these
accounting policies during the first half of 2002.
New Accounting Pronouncements
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS No. 146 requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operations, plant closing, or other exit or disposal activities.
SFAS No. 146 is effective prospectively for exit or disposal activities
initiated after December 31, 2002, with earlier adoption encouraged. We are
currently assessing but have not yet determined the impact of SFAS No.146 on
our financial position and results of operations and, as such, we are unable
to disclose the impact that adopting these statements will have on our
financial position and results of operations.
In April 2002, the FASB issued SFAS No. 145, "Rescission of the FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 145 eliminates the requirement to classify gains and
losses from the extinguishment of indebtedness as extraordinary, requires
certain lease modifications to be treated the same as a sale-leaseback
transaction, and makes other non-substantive technical corrections to existing
pronouncements. SFAS No. 145 is effective for fiscal years beginning after May
15, 2002, with earlier adoption encouraged. We are currently assessing but
have not yet determined the impact of SFAS No.145 on our financial position
and results of operations and, as such, we are unable to disclose the impact
that adopting these statements will have on our financial position and results
of operations.
Three Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001
Net sales for the second quarter ended June 30, 2002 decreased 6.4%
to $623.4 million from $666.2 million in the second quarter of 2001. Net sales
was positively impacted by strong volume growth, of 9.6%, in NOLAD, and by the
9.1% and 12.7% local currency year over year average price increases in Brazil
and Colombia, respectively. On the other hand, currency weakness in Mexico,
Brazil and, particularly, Venezuela, as well as declining industry volumes in
Venezuela and Colombia negatively impacted growth.
Cost of sales as a percentage of net sales increased to 49.5% during
the second quarter of 2002 from 47.8% in the 2001 period. This increase was
mainly the result of an increase in the cost of raw materials and packaging
throughout most operations, especially in Venezuela where the devaluation of
the Venezuelan bolivar resulted in more costly U.S. dollar-denominated raw
materials purchases, as well as a continuous change in product mix towards
more one-way presentations for Panamco as a whole, which yield lower profit
margins compared to returnables.
Cost of goods sold was also affected in 2002 by the introduction, in
the beginning of the year, of an excise tax in Mexico of 20% on fructose-based
soft drinks and on carbonated water. In March 2002, this tax was suspended
until September 30, 2002, but reinstated by a decision of the Mexican Supreme
Court in July. As a result of the reinstatement of this tax, we will record a
nonrecurring nonoperating charge in the amount of $2.0 to $3.0 million during
the third quarter of 2002 and will have estimated additional costs of
approximately $0.5
19
million per quarter as a result of the price differential between sugar and
high fructose and the tax on carbonated water.
Gross profit as a percentage of net sales decreased slightly to
50.5% during the second quarter of 2002 from 52.2% in the second quarter of
2001, mainly the result of a higher cost of raw materials and packaging.
During the second quarter of 2002, Venezuela's macroeconomic
environment continued to deteriorate, with the currency devaluing 44.1% from a
year ago and consumers continuing to lose purchasing power. This, together
with non-competitive pricing that spilled over from the first quarter,
resulted in volume and profitability drops for Panamco Venezuela. Moreover,
both packaging materials and sugar are dollar denominated costs, which
increased significantly against a base of local currency denominated revenues.
In order to address these issues, Panamco Venezuela has adjusted prices
downward in certain one-way and returnable presentations and continues to
strengthen its partnership with The Coca-Cola Company, jointly focusing on
renewed advertising, retail execution, and channel marketplace investments.
Continued macroeconomic weakness and further devaluation of the Venezuelan
bolivar (in excess of the rate of inflation) are expected to continue in 2002.
The following comparison of Panamco's second quarter 2002 and 2001
consolidated results of operations excludes the effect of nonrecurring items,
during the second quarter of 2002, amounting to a benefit of $1.6 million, net
of the related tax expense of $1.1 million. See "Nonrecurring Items /
Reorganization Programs" and Note 5 of "Notes to Condensed Consolidated
Financial Statements" for further discussion on Panamco's nonrecurring items.
Operating expenses as a percentage of net sales decreased slightly
to 39.7% during the second quarter of 2002 from 40.0% in the 2001 period,
mainly due to lower goodwill amortization as a result of adopting SFAS No.
142, "Goodwill and Other Intangible Assets" as well as a 22.5% reduction in
depreciation expense, primarily the result of lower property and equipment
balances.
Operating income decreased 17.0% to $67.6 million during the second
quarter of 2002 from $81.5 million in the 2001 period. Operating income during
the quarter was negatively impacted by higher raw material costs, particularly
in Mexico, and a change in product mix towards more one-way presentations for
Panamco as a whole, which yield lower profit margins compared to returnables.
Excluding the results from Venezuela, gross profit and operating income for
the quarter increased 0.4% and 5.1%, respectively, from a year ago. Cash
operating profit decreased 19.4% (10.2% excluding Venezuela) to $116.1 million
in 2002 from $144.1 million in the second quarter of 2001.
Net interest expense decreased 11.0% to $21.1 million during the
second quarter of 2002 from $23.7 million in the 2001 period, mainly resulting
from the combination of a 21.5% reduction in gross interest expense to $22.4
million from $28.5 million a year ago, which was partially offset by a 73.8%
reduction in interest income. The reduction in gross interest expense is the
result of a $259.4 million reduction in gross debt on a year over year basis.
Other income increased to $1.5 million during the second quarter of
2002 from an expense of $1.8 million in the 2001 period, primarily the result
of a $4.1 million foreign exchange gain increase in Brazil, offset by a $1.4
million unrealized loss on derivative instruments.
The consolidated effective income tax rate increased to 33.1% during
the second quarter of 2002 from 25.8% in the 2001 period, primarily the result
of a higher proportion of earnings being generated in countries where net
operating losses carried forward are not available. On August 12, 2002, the
Colombian government imposed an emergency tax equal to 1.2% of liquid assets.
Panamco is in the process of reviewing this new law and ascertaining the
effect on its results.
As a result of the foregoing, Panamco recorded net income of $30.6
million during the second quarter of 2002, or $0.25 per basic and diluted
share, compared to net income of $40.2 million, or $0.32 per basic share
($0.31 on a diluted basis), during the 2001 period.
20
Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001
Net sales for the six months ended June 30, 2002 decreased 4.8% to
$1,247.8 million from $1,311.0 million in the first half of 2001. Net sales
was negatively impacted by consolidated volume decline of 2.9%, but was
positively impacted by strong volume growth of 6.7% in NOLAD. However,
currency weakness in Brazil and, particularly, Venezuela, as well as declining
industry volumes in Venezuela and Colombia negatively impacted growth.
Cost of sales as a percentage of net sales increased to 49.5% during
the first six months of 2002 from 48.4% in the 2001 period. This increase was
mainly the result of an increase in the cost of raw materials and packaging
throughout most operations, especially in Venezuela where the devaluation of
the Venezuelan bolivar resulted in more costly U.S. dollar-denominated raw
materials purchases, as well as a continuous change in product mix towards
more one-way presentations for Panamco as a whole, which yield lower profit
margins compared to returnables.
Cost of goods sold was also affected in 2002 by the introduction, in
the beginning of the year, of an excise tax in Mexico of 20% on fructose-based
soft drinks and on carbonated water. In March 2002, this tax was suspended
until September 30, 2002, but reinstated by a decision of the Mexican Supreme
Court in July.
Gross profit as a percentage of net sales decreased to 50.5% during
the first half of 2002 from 51.6% in the 2001 period, mainly the result of a
higher cost of raw materials and packaging.
During the first half of 2002, Venezuela's macroeconomic environment
continued to deteriorate, with the currency devaluing 33.9% from a year ago
and consumers continuing to lose purchasing power. This, together with
non-competitive pricing, resulted in volume and profitability drops for
Panamco Venezuela. Moreover, both packaging materials and sugar are dollar
denominated costs, which increased significantly against a base of local
currency denominated revenues. In order to address these issues, Panamco
Venezuela has adjusted prices downward in certain one-way and returnable
presentations and continues to strengthen its partnership with The Coca-Cola
Company, jointly focusing on renewed advertising, retail execution, and
channel marketplace investments. Continued macroeconomic weakness and further
devaluation of the Venezuelan bolivar (in excess of the rate of inflation) are
expected to continue in 2002.
The following comparison of Panamco's first six months of 2002 and
2001 consolidated results of operations excludes the effect of the sale of
Kaiser and other nonrecurring items during the first half of 2002 amounting to
a benefit of $37.3 million, net of the related tax benefit of $2.5 million.
See "Nonrecurring Items / Reorganization Programs" and Note 5 of "Notes to
Condensed Consolidated Financial Statements" for further discussion on
Panamco's nonrecurring items.
Operating expenses as a percentage of net sales decreased to 39.5%
during the six months ended June 30, 2002 from 40.6% in the 2001 period,
mainly due to lower goodwill amortization as a result of adopting SFAS No.
142, "Goodwill and Other Intangible Assets" as well as a 24.1% reduction in
depreciation expense, primarily the result of lower property and equipment
balances.
Operating income decreased 5.3% to $136.5 million during the first
six months of 2002 from $144.2 million in the 2001 period. Operating income
during the first half of 2002 was negatively impacted by higher raw material
costs, particularly in Mexico, and a change in product mix towards more
one-way presentations for Panamco as a whole, which yield lower profit margins
compared to returnables. Excluding the results from Venezuela, gross profit
and operating income for the first half of 2002 increased 1.4% and 11.9%,
respectively, from a year ago. Cash operating profit decreased 14.0% (4.5%
excluding Venezuela) to $229.7 million in 2002 from $267.0 million in the 2001
period.
Net interest expense decreased 13.4% to $41.0 million during the
first half of 2002 from $47.3 million in the 2001 period, mainly resulting
from the combination of a 26.3% reduction in gross interest expense to $45.0
million from $61.1 million a year ago, which was partially offset by a 71.0%
reduction in interest income. The
21
reduction in gross interest expense is the result of a $259.4 million
reduction in gross debt on a year over year basis.
Other income increased to $7.1 million during the first six months
of 2002 from an expense of $3.9 million in the 2001 period, primarily the
result of a $14.4 million increase in foreign exchange gains mainly in Brazil,
a $2.3 million decline in contingency provisions, offset by a $2.9 million
decrease in the gain on the sale of property, plant and equipment.
The consolidated effective income tax rate increased to 36.0% during
the first half of 2002 from 30.6% in the 2001 period, primarily the result of
a higher proportion of earnings being generated in countries where net
operating losses carried forward are not available.
As a result of the foregoing, Panamco recorded net income of $63.1
million during the first half of 2002, or $0.52 per basic and diluted share,
compared to net income of $61.6 million, or $0.48 per basic and diluted share
during the 2001 period.
Nonrecurring Items / Reorganization Programs
During 2000, Panamco implemented company-wide reorganization
programs designed to improve productivity and strengthen our competitive
position in the beverage industry. As of June 30, 2002, approximately 7,700
employees have been terminated by Panamco relating to the reorganization
programs implemented during 2000. As of June 30, 2002, the reorganization
programs have been completed and all remaining balances related to accrued
facilities reorganization costs totalling $4.2 million, which includes $1.1
million in cash items and $3.1 million in noncash items as disclosed in Note 5
of "Notes to Consolidated Financial Statements", were reversed into operating
income and reflected as Nonrecurring items, net, in Panamco's condensed
consolidated statements of operations.
During the first six months of 2002, Panamco recorded a gain on the
sale of its 12.1% equity stake in Kaiser as part of a larger transaction in
which Molson, Inc. acquired Kaiser and entered into a partnership with
Heineken. The sale generated proceeds which include approximately $2.4 million
reflected within accounts receivable as of June 30, 2002 and an interest of
$18.9 million in Molson stock recorded as an investment (the Molson stock
received by Kaiser cannot be sold for a period of two years), and resulted in
a gain of $48.6 million, which is included as part of Other income (expense),
net. We will continue to distribute Kaiser products in our franchise areas in
Brazil and the acquisition of Kaiser will not impact this distribution
agreement.
The following table shows a summary of the net charges and benefits
recorded in the condensed consolidated financial statements for the three and
six months ended June 30, 2002:
2002
---------------------------------------------------
Second First
Total Quarter Quarter
------------- ------------- -------------
Nonrecurring items, net:
Cash charges (benefits) (a) $ 6,178 $ 399 $ 5,779
Noncash charges (benefits) (b) (1,123) (3,146) 2,023
------------- ------------- -------------
5,055 (2,747) 7,802
------------- ------------- -------------
Included in Other income (expense), net:
Nonoperating charges (benefits) (c) (39,844) - (39,844)
------------- ------------- -------------
Gross charges (benefits), net (34,789) (2,747) (32,042)
Tax provision (benefit) (2,546) 1,122 (3,668)
------------- ------------- -------------
Net charges (benefits), net $ (37,335) $ (1,625) $ (35,710)
============= ============= =============
22
(a) The cash charges (benefits) relate to severance payments for the
termination of approximately 800 employees in Mexico and Venezuela
totalling $10.7 million, to excise tax benefits obtained in Brazil
totalling $3.4 million, and to the reversal into income of accrued
facilities reorganization costs related to cash items (see Note 4 of
"Notes to Condensed Consolidated Financial Statements") totalling
$1.1 million.
(b) The noncash charges (benefits) relate to the closure of plants in
Venezuela totalling $1.7 million, to fixed assets charges in Mexico
totalling $0.3 million, and to the reversal into income of accrued
facilities reorganization costs related to noncash items (see Note 4
of "Notes to Condensed Consolidated Financial Statements") totalling
$3.1 million.
(c) The nonoperating charges (benefits) relate to the gain totalling
$48.6 million on the sale of Kaiser, to the sale, at a loss totalling
$3.0 million, of the corporate airplane to a related party, and to
the payment of excise taxes totalling $5.8 million on soft drink
inventories containing high fructose corn syrup in Mexico during the
first Quarter. The payment of the excise taxes resulted from a law
that was suspended shortly after it was initiated, but subsequently
reinstated effective July 15, 2002. Panamco has initiated legal
proceedings to seek a refund of the amounts already paid during the
first quarter of 2002.
Liquidity and Capital Resources
Cash and cash equivalents decreased $71.6 million during the first
six months of 2002 from net cash transactions. Our primary sources of cash for
the first half of 2002 were proceeds from sale of investments (sale of Kaiser)
totalling $48.8 million, proceeds from bank loans totalling $35.7 million and
proceeds from the sale of property, plant and equipment totalling $7.0
million. Our primary uses of cash for the first half of 2002 were the payment
of bank loans and other long-term obligations totalling $92.2 million, capital
expenditures totalling $32.0 million, share repurchases totalling $22.9
million, purchase of bottles and cases totalling $18.9 million, and payment of
shareholder dividends totalling $14.7 million. Cash flow provided by operating
activities was $31.0 million for the first half of 2002 compared to $187.9
million in the same period a year ago, mainly due to a negative working
capital of $275.8 million, a 63% increase compared to a negative working
capital of $168.9 million as of December 31, 2001, primarily the result of a
$78.9 million decrease in accounts payable due to increased payments to
vendors. A working capital deficiency is not unusual for us and does not
indicate a lack of liquidity. We continue to maintain adequate current assets
to satisfy current liabilities when they are due and have sufficient liquidity
and financial resources to manage our day-to-day cash needs.
Total consolidated indebtedness decreased to $894.5 million at
June 30, 2002, from $970.2 million at the end of 2001, consisting of $570.7
million at the holding company level and $323.8 million of subsidiary
indebtedness. Of the total debt, 71.9% is long-term. Our U.S.
dollar-denominated debt increased to 70.8% at June 30, 2002 from 67.5% at the
end of 2001.
There has been no significant change in our contractual obligations
during the three months ended June 30, 2002. For a discussion of our
contractual obligations, refer to Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Notes to
Consolidated Financial Statements", contained in our Form 10-K for the year
ended December 31, 2001.
23
During the second quarter of 2002, Panamco repurchased 914,600
shares for a total amount of $15.7 million (including commissions) under its
2002 Share Repurchase Program. We expect to continue to repurchase shares and
to increase the size of the 2002 Share Repurchase Program in the third quarter
of 2002.
During the first half of 2002, Panamco recorded a gain on the sale
of its 12.1% equity stake in Kaiser as part of a larger transaction in which
Molson, Inc. acquired Kaiser and entered into a partnership with Heineken. The
sale generated proceeds, which include approximately $2.4 million reflected
within accounts receivable as of June 30, 2002 and an interest of $18.9
million in Molson stock recorded as an investment. We will continue to
distribute Kaiser products in our franchise areas in Brazil and the
acquisition of Kaiser will not impact this distribution agreement.
As previously disclosed in Panamco's Annual Report on Form 10-K, we
have made loans to our Chairman and Chief Executive Officer to cover tax
obligations triggered by the vesting of restricted stock. In April 2002, such
loans were increased by $0.4 million to a total of approximately $1.2 million
to reflect the actual tax obligation of such executive.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change in our exposure to market risk
during the three months ended June 30, 2002. For a discussion of our exposure
to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures
about Market Risk, contained in our Form 10-K for the year ended December 31,
2001.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Legal Proceedings information is addressed in Item 3 of our Form
10-K for the year ended December 31, 2001. There has been no material change
to that information required to be disclosed in this Quarterly Report on Form
10-Q.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 3, 2002, we held our annual shareholder's meeting, which was
attended, in person or by proxy, by shareholders representing 8,238,466 shares
of Panamco's Class B common stock, par value $0.01 per share ("Class B Common
Stock") or 95.13% of Panamco's outstanding voting stock. At this meeting, such
shareholders: (i) unanimously approved the election of Henry A. Schimberg,
Gary P. Fayard, Houston Staton and James J. Postl to serve as directors of the
Company until 2005 which elected directors joined the following
directors whose terms expired after the 2002 Annual Meeting: Gustavo Cisneros,
Oswaldo Cisneros, William Cooling, Luiz Furlan, Craig Jung, Wade Mitchell,
Stuart Staton (retired July 2002), and Woods Staton; (ii) unanimously approved
the Company's
24
financial statements for the fiscal year 2001; and (iii) approved (with two
votes abstaining) an amendment to Article 4 of the Company's by-laws, the
purpose of which was to better clarify the relationship and duties between the
Chairman, Chief Executive Officer and President.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits:
----------------
3.1 Amended and Restated By-Laws of Panamerican Beverages, Inc. (as of
May 3, 2002).
10.1 Promissory Note, dated as of April 10, 2002, from
William G. Cooling to the Company.
(b) Reports on Forms 8-K:
--------------------
The Company did not file any reports on Form 8-K during the three
months ended June 30, 2002.
25
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.
August 14, 2002 PANAMERICAN BEVERAGES, INC.
(REGISTRANT)
By: /s/ Mario Gonzalez Padilla
-----------------------------
Mario Gonzalez Padilla
Vice President, Chief Financial Officer
and Treasurer
(On behalf of the Registrant and as Chief
Accounting Officer)
26