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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
Commission file number 0-9286
Coca-Cola Bottling Co. Consolidated
(Exact name of Registrant as specified in its charter)
Delaware 56-0950585
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
4100 Coca-Cola Plaza,
Charlotte, North Carolina 28211
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(Address of principal executive offices) (Zip Code)
(704) 551- 4400
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(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $l.00 par value
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
---
State the aggregate market value of voting stock held by non-affiliates of
the Registrant.
Market Value as of March 9, 2001
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Common Stock, $l.00 par value $172,159,021
Class B Common Stock, $l.00 par value *
*No market exists for the shares of Class B Common Stock, which is neither
registered under Section 12 of the Act nor subject to Section 15(d) of the Act.
The Class B Common Stock is convertible into Common Stock on a share-for-share
basis at the option of the holder.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding as of March 9, 2001
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Common Stock, $1.00 Par Value 6,392,277
Class B Common Stock, $1.00 Par Value 2,361,052
Documents Incorporated by Reference
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Portions of Proxy Statement to be filed pursuant to Section 14 of the Exchange
Act with respect to the 2001 Annual Meeting of Stockholders .................
Part III, Items 10-13
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PART I
Item 1 -- Business
Introduction and Recent Developments
Coca-Cola Bottling Co. Consolidated, a Delaware corporation (the
"Company"), is engaged in the production, marketing and distribution of
carbonated and noncarbonated beverages, primarily products of The Coca-Cola
Company, Atlanta, Georgia ("The Coca-Cola Company"). The Company was
incorporated in 1980 and its predecessors have been in the soft drink
manufacturing and distribution business since 1902.
The Company has grown significantly since 1984. In 1984, net sales were
approximately $130 million. In 2000, net sales were approximately $995 million.
The Company's bottling territory was concentrated in North Carolina prior to
1984. A series of acquisitions since 1984 have significantly expanded the
Company's bottling territory. The more significant transactions since 1993 were
as follows:
o July 2, 1993 -- Formation of Piedmont Coca-Cola Bottling Partnership
("Piedmont"). Piedmont is a joint venture owned equally by the Company
and The Coca-Cola Company through their respective subsidiaries.
Piedmont distributes and markets soft drink products, primarily in parts
of North Carolina and South Carolina. The Company sold and contributed
certain territories to Piedmont upon formation. The Company currently
provides part of the finished product requirements for Piedmont and
receives a fee for managing the operations of Piedmont pursuant to a
management agreement.
o June 1, 1994 -- The Company executed a management agreement with South
Atlantic Canners, Inc. ("SAC"), a manufacturing cooperative located in
Bishopville, South Carolina. The Company is a member of the cooperative
and receives a fee for managing the day-to-day operations of SAC
pursuant to a 10-year management agreement. SAC significantly expanded
its operations by adding two PET bottling lines in 1994. These bottling
lines supply a portion of the Company's and Piedmont's volume
requirements for finished product in PET containers.
o May 28, 1999 -- Acquisition of all the outstanding capital stock of
Carolina Coca-Cola Bottling Company, Inc. which included bottling
territory covering central South Carolina.
o September 29, 2000 -- Sale of bottling territory in Kentucky and Ohio.
These transactions, along with several smaller acquisitions of additional
bottling territories, have resulted in the Company becoming the second largest
Coca-Cola bottler in the United States. The Company considers acquisition
opportunities for additional territories on an ongoing basis. To achieve its
goals, further purchases and sales of bottling rights and entities possessing
such rights and other related transactions designed to facilitate such purchases
and sales may occur.
The Coca-Cola Company currently owns an economic interest of approximately
28.4% and a voting interest of approximately 22.3% in the Company. J. Frank
Harrison, Jr., J. Frank Harrison, III and Reid M. Henson (as trustee of certain
trusts), J. Frank Harrison Family LLC and the Harrison Family Limited
Partnerships are parties to a Voting Agreement and Irrevocable Proxy with The
Coca-Cola Company pursuant to which, among other things, Mr. Harrison, III has
been granted an Irrevocable Proxy for life concerning the shares of Common Stock
and Class B Common Stock owned by The Coca-Cola Company.
General
In its soft drink operations, the Company holds Bottle Contracts and Allied
Bottle Contracts under which it produces and markets, in certain regions,
carbonated soft drink products of The Coca-Cola Company, including Coca-Cola
classic, caffeine free Coca-Cola classic, diet Coke, caffeine free diet Coke,
Cherry Coke, diet Cherry Coke, TAB, Sprite, diet Sprite, Surge, Citra, Mello
Yello, diet Mello Yello, Mr. PiBB, Barq's Root Beer, diet Barq's Root Beer,
Fresca, Minute Maid orange and diet Minute Maid orange sodas.
The Company also distributes and markets under Marketing and Distribution
Agreements POWERaDE, Cool from Nestea, Fruitopia and Minute Maid Juices To Go in
certain of its markets. In April 1999, the Company began producing and
distributing Dasani bottled water, another product from The Coca-Cola Company.
The Company produces and markets Dr Pepper in most of its regions. Various other
products, including Seagrams' products and Sundrop, are produced and marketed in
one or more of the Company's regions under agreements with the companies that
manufacture the concentrate for those beverages. In addition, the Company also
produces soft drinks for other Coca-Cola bottlers.
1
The Company's principal soft drink is Coca-Cola classic. During the last
three fiscal years, sales of products under the Coca-Cola trademark have
accounted for more than half of the Company's soft drink sales. In total, the
products of The Coca-Cola Company accounted for approximately 90% of the
Company's soft drink sales during 2000.
Beverage Agreements
The Company holds contracts with The Coca-Cola Company which entitle the
Company to produce and market The Coca-Cola Company's soft drinks in bottles,
cans and five gallon, pressurized, pre-mix containers. The Company is one of
many companies holding such contracts. The Coca-Cola Company is the sole owner
of the secret formulas pursuant to which the primary components (either
concentrates or syrups) of Coca-Cola trademark beverages and other trademark
beverages are manufactured. The concentrates, when mixed with water and
sweetener, produce syrup which, when mixed with carbonated water, produces the
soft drink known as "Coca-Cola classic" and other soft drinks of The Coca-Cola
Company which are manufactured and marketed by the Company. The Company also
purchases natural sweeteners from The Coca-Cola Company. No royalty or other
compensation is paid under the contracts with The Coca-Cola Company for the
Company's right to use in its territories the tradenames and trademarks, such as
"Coca-Cola classic" and their associated patents, copyrights, designs and
labels, all of which are owned by The Coca-Cola Company. The Company has similar
arrangements with Dr Pepper Company and other beverage companies.
Bottle Contracts. The Company is party to standard bottle contracts with
The Coca-Cola Company for each of its bottling territories (the "Bottle
Contracts") which provide that the Company will purchase its entire requirement
of concentrates and syrups for Coca-Cola classic, caffeine free Coca-Cola
classic, diet Coke, caffeine free diet Coke, Cherry Coke and diet Cherry Coke
(together, the "Coca-Cola Trademark Beverages") from The Coca-Cola Company. The
Company has the exclusive right to distribute Coca-Cola Trademark Beverages for
sale in its territories in authorized containers of the nature currently used by
the Company, which include cans and refillable and non-refillable bottles. The
Coca-Cola Company may determine from time to time what containers of this type
to authorize for use by the Company.
The price The Coca-Cola Company charges for syrup or concentrate under the
Bottle Contracts is set by The Coca-Cola Company from time to time. Except as
provided in the Supplementary Agreement described below, there are no
limitations on prices for concentrate or syrup. Consequently, the prices at
which the Company purchases concentrates and syrup under the Bottle Contracts
may vary materially from the prices it has paid during the periods covered by
the financial information included in this report.
Under the Bottle Contracts, the Company is obligated to maintain such
plant, equipment, staff and distribution facilities as are required for the
manufacture, packaging and distribution of the Coca-Cola Trademark Beverages in
authorized containers, and in sufficient quantities to satisfy fully the demand
for these beverages in its territories; to undertake adequate quality control
measures and maintain sanitation standards prescribed by The Coca-Cola Company;
to develop, stimulate and satisfy fully the demand for Coca-Cola Trademark
Beverages and to use all approved means, and to spend such funds on advertising
and other forms of marketing, as may be reasonably required to meet that
objective; and to maintain such sound financial capacity as may be reasonably
necessary to assure performance by the Company and its affiliates of their
obligations to The Coca-Cola Company.
The Bottle Contracts require the Company to submit to The Coca-Cola Company
each year its plans for marketing, management and advertising with respect to
the Coca-Cola Trademark Beverages for the ensuing year. Such plans must
demonstrate that the Company has the financial capacity to perform its duties
and obligations to The Coca-Cola Company under the Bottle Contracts. The Company
must obtain The Coca-Cola Company's approval of those plans, which approval may
not be unreasonably withheld, and if the Company carries out its plans in all
material respects, it will have satisfied its contractual obligations. Failure
to carry out such plans in all material respects would constitute an event of
default that, if not cured within 120 days of notice of such failure, would give
The Coca-Cola Company the right to terminate the Bottle Contracts. If the
Company at any time fails to carry out a plan in all material respects with
respect to any geographic segment (as defined by The Coca-Cola Company) of its
territory, and if that failure is not cured within six months of notice of such
failure, The Coca-Cola Company may reduce the territory covered by the
applicable Bottle Contract by eliminating the portion of the territory with
respect to which the failure has occurred.
The Coca-Cola Company has no obligation under the Bottle Contracts to
participate with the Company in expenditures for advertising and marketing. As
it has in the past, The Coca-Cola Company may contribute to such expenditures
and undertake independent advertising and marketing activities, as well as
cooperative advertising and sales promotion programs
2
which require mutual cooperation and financial support of the Company. The
future levels of marketing support and promotional funds provided by The
Coca-Cola Company may vary materially from the levels provided during the
periods covered by the financial information included in this report.
The Coca-Cola Company has the right to reformulate any of the Coca-Cola
Trademark Beverages and to discontinue any of the Coca-Cola Trademark Beverages,
subject to certain limitations, so long as all Coca-Cola Trademark Beverages are
not discontinued. The Coca-Cola Company may also introduce new beverages under
the trademarks "Coca-Cola" or "Coke" or any modification thereof, and in that
event the Company would be obligated to manufacture, package, distribute and
sell the new beverages with the same duties as exist under the Bottle Contracts
with respect to Coca-Cola Trademark Beverages.
If the Company acquires the right to manufacture and sell Coca-Cola
Trademark Beverages in any additional territory, the Company has agreed that
such new territory will be covered by a standard contract in the same form as
the Bottle Contracts and that any existing agreement with respect to the
acquired territory automatically shall be amended to conform to the terms of the
Bottle Contracts. In addition, if the Company acquires control, directly or
indirectly, of any bottler of Coca-Cola Trademark Beverages, or any party
controlling a bottler of Coca-Cola Trademark Beverages, the Company must cause
the acquired bottler to amend its franchises for the Coca-Cola Trademark
Beverages to conform to the terms of the Bottle Contracts.
The Bottle Contracts are perpetual, subject to termination by The Coca-Cola
Company in the event of default by the Company. Events of default by the Company
include (1) the Company's insolvency, bankruptcy, dissolution, receivership or
similar conditions; (2) the Company's disposition of any interest in the
securities of any bottling subsidiary without the consent of The Coca-Cola
Company; (3) termination of any agreement regarding the manufacture, packaging,
distribution or sale of Coca-Cola Trademark Beverages between The Coca-Cola
Company and any person that controls the Company; (4) any material breach of any
obligation occurring under the Bottle Contracts (including, without limitation,
failure to make timely payment for any syrup or concentrate or of any other debt
owing to The Coca-Cola Company, failure to meet sanitary or quality control
standards, failure to comply strictly with manufacturing standards and
instructions, failure to carry out an approved plan as described above, and
failure to cure a violation of the terms regarding imitation products), that
remains uncured for 120 days after notice by The Coca-Cola Company; (5)
producing, manufacturing, selling or dealing in any "Cola Product," as defined,
or any concentrate or syrup which might be confused with those of The Coca-Cola
Company; (6) selling any product under any trade dress, trademark or tradename
or in any container that is an imitation of a trade dress or container in which
The Coca-Cola Company claims a proprietary interest; or (7) owning any equity
interest in or controlling any entity which performs any of the activities
described in (5) or (6) above. In addition, upon termination of the Bottle
Contracts for any reason, The Coca-Cola Company, at its discretion, may also
terminate any other agreements with the Company regarding the manufacture,
packaging, distribution, sale or promotion of soft drinks, including the Allied
Bottle Contracts described elsewhere herein.
The Company is prohibited from assigning, transferring or pledging its
Bottle Contracts, or any interest therein, whether voluntarily or by operation
of law, without the prior consent of The Coca-Cola Company. Moreover, the
Company may not enter into any contract or other arrangement to manage or
participate in the management of any other Coca-Cola bottler without the prior
consent of The Coca-Cola Company.
The Coca-Cola Company may automatically amend the Bottle Contracts if 80%
of the domestic bottlers who are parties to agreements with The Coca-Cola
Company containing substantially the same terms as the Bottle Contracts, which
bottlers purchased for their own account 80% of the syrup and equivalent gallons
of concentrate for Coca-Cola Trademark Beverages purchased for the account of
all such bottlers, agree that their bottle contracts shall be likewise amended.
Supplementary Agreement. The Company and The Coca-Cola Company are also
parties to a Supplementary Agreement (the "Supplementary Agreement") that
modifies some of the provisions of the Bottle Contracts. The Supplementary
Agreement provides that The Coca-Cola Company will exercise good faith and fair
dealing in its relationship with the Company under the Bottle Contracts; offer
marketing support and exercise its rights under the Bottle Contracts in a manner
consistent with its dealings with comparable bottlers; offer to the Company any
written amendment to the Bottle Contracts (except amendments dealing with
transfer of ownership) which it offers to any other bottler in the United
States; and, subject to certain limited exceptions, sell syrups and concentrates
to the Company at prices no greater than those charged to other bottlers which
are parties to contracts substantially similar to the Bottle Contracts. The
Supplementary Agreement permits transfers of the Company's capital stock that
would otherwise be limited by the Bottle Contracts.
Allied Bottle Contracts. Other contracts with The Coca-Cola Company (the
"Allied Bottle Contracts") grant similar exclusive rights to the Company with
respect to the distribution of Sprite, Mr. PiBB, Surge, Citra, Mello Yello,
diet Mello
3
Yello, Fanta, TAB, diet Sprite, sugar free Mr. PiBB, Fresca, POWERaDE, Minute
Maid orange and diet Minute Maid orange sodas (the "Allied Beverages") for sale
in authorized containers in its territories. These contracts contain provisions
that are similar to those of the Bottle Contracts with respect to pricing,
authorized containers, planning, quality control, trademark and transfer
restrictions and related matters. Each Allied Bottle Contract has a term of 10
years and is renewable by the Company for an additional 10 years at the end of
each 10 year period, but is subject to termination in the event of (1) the
Company's insolvency, bankruptcy, dissolution, receivership or similar
condition; (2) termination of the Company's Bottle Contract covering the same
territory by either party for any reason; and (3) any material breach of any
obligation of the Company under the Allied Bottle Contract that remains uncured
for 120 days after notice by The Coca-Cola Company.
The Coca-Cola Company purchased all rights of Barq's, Inc. under its
Bottler's Agreements with the Company. These contracts cover both Barq's Root
Beer and diet Barq's Root Beer and remain in effect unless terminated by The
Coca-Cola Company for breach by the Company of their terms, insolvency of the
Company or the failure of the Company to manufacture, bottle and sell the
products for 15 consecutive days or to purchase extract for a period of 120
consecutive days.
Post-mix Rights. The Company also has the non-exclusive right to sell
Coca-Cola classic and other fountain syrups ("post-mix syrup") of The Coca-Cola
Company.
Other Bottling Agreements. The bottling agreements from most other soft
drink franchisers are similar to those described above in that they are
renewable at the option of the Company and the franchisers. The price the
franchisers may charge for syrup or concentrate is set by the franchisers from
time to time. They also contain similar restrictions on the use of trademarks,
approved bottles, cans and labels and sale of imitations or substitutes as well
as termination for cause provisions. Sales of beverages by the Company under
these agreements represented approximately 10% of the Company's sales for fiscal
year 2000.
The territories covered by the Allied Bottle Contracts and by bottling
agreements for products of franchisers other than The Coca-Cola Company in most
cases correspond with the territories covered by the Bottle Contracts. The
variations do not have a material effect on the Company's business.
Markets and Production and Distribution Facilities
As of March 1, 2001, the Company held bottling rights from The Coca-Cola
Company covering the majority of central, northern and western North Carolina,
and portions of Alabama, Mississippi, Tennessee, Kentucky, Virginia, West
Virginia, Pennsylvania, South Carolina, Georgia and Florida. The total
population within the Company's bottling territory is approximately 13.6
million.
As of March 1, 2001, the Company operated in six principal geographical
regions. Certain information regarding each of these markets follows:
1. North Carolina/South Carolina. This region includes the majority of
central and western North Carolina, including Raleigh, Greensboro,
Winston-Salem, High Point, Hickory, Asheville, Fayetteville and Charlotte and
the surrounding areas and a portion of central South Carolina, including Sumter.
The region has an estimated population of 6.2 million. Production/ distribution
facilities are located in Charlotte and 17 other distribution facilities are
located in the region.
2. South Alabama. This region includes a portion of southwestern Alabama,
including Mobile and surrounding areas, and a portion of southeastern
Mississippi. The region has an estimated population of 1.1 million. A
production/distribution facility is located in Mobile and five other
distribution facilities are located in the region.
3. South Georgia. This region includes a small portion of eastern Alabama,
a portion of southwestern Georgia including Columbus, Georgia and surrounding
areas, and a portion of the Florida Panhandle. This region has an estimated
population of 1.0 million. A distribution facility is located in Columbus,
Georgia and four other distribution facilities are located in the region.
4. Middle Tennessee. This region includes a portion of central Tennessee,
including Nashville and surrounding areas, a small portion of southern Kentucky
and a small portion of northwest Alabama. The region has an estimated population
of 2.0 million. A production/distribution facility is located in Nashville and
seven other distribution facilities are located in the region.
5. Western Virginia. This region includes most of southwestern Virginia,
including Roanoke and surrounding areas, a portion of the southern piedmont of
Virginia, a portion of northeastern Tennessee and a portion of southeastern West
Virginia. The region has an estimated population of 1.5 million. A
production/distribution facility is located in Roanoke and eight other
distribution facilities are located in the region.
4
6. West Virginia. This region includes most of the state of West Virginia
and a portion of southwestern Pennsylvania. The region has an estimated
population of 1.8 million. There are nine distribution facilities located in
the region.
The Company owns 100% of the operations in each of the regions previously
listed.
In July 1993, the Company sold the majority of the South Carolina bottling
territory that it then owned to Piedmont. Pursuant to a management agreement,
the Company produces a portion of the soft drink products for Piedmont. The
Company currently owns a 50% interest in Piedmont. Piedmont's bottling territory
covers parts of eastern North Carolina and most of South Carolina (other than
portions of central South Carolina). This region has an estimated population of
4.3 million.
On June 1, 1994, the Company executed a management agreement with SAC, a
manufacturing cooperative located in Bishopville, South Carolina. The Company is
a member of the cooperative and receives a fee for managing the day-to-day
operations of SAC pursuant to a 10-year management agreement. Management fees
from SAC were $1.0 million, $1.3 million and $1.2 million in 2000, 1999 and
1998, respectively. SAC significantly expanded its operations by adding two PET
bottling lines in 1994. The bottling lines supply a portion of the Company's and
Piedmont's volume requirements for finished products in PET containers. In 1994,
the Company executed member purchase agreements with SAC that require minimum
annual purchases of canned product, 20 ounce PET product, 2 liter PET product
and 3 liter PET product by the Company of approximately $40 million.
In addition to producing bottled and canned soft drinks for the Company's
bottling territories, each production facility also produces some products for
sale by other Coca-Cola bottlers. With the exception of the Company's production
of soft drink products for Piedmont, this contract production is currently not a
material portion of the Company's total production volume.
Raw Materials
In addition to concentrates obtained by the Company from The Coca-Cola
Company and other concentrate companies for use in its soft drink manufacturing,
the Company also purchases sweeteners, carbon dioxide, plastic bottles, cans,
closures, pre-mix containers and other packaging materials as well as equipment
for the production, distribution and marketing of soft drinks. Except for
sweetener, cans, carbon dioxide and plastic bottles, the Company purchases its
raw materials from multiple suppliers.
The Company has a supply agreement with its aluminum can supplier which
requires the Company to purchase substantially all of its aluminum can
requirements. This agreement, which extends through the end of 2003, also
reduces the variability of the cost of cans.
The Company purchases substantially all of its plastic bottles (20 ounce,
half liter, 1 liter, 2 liter and 3 liter sizes) from manufacturing plants which
are owned and operated by two cooperatives of Coca-Cola bottlers, including the
Company.
None of the materials or supplies used by the Company is in short supply,
although the supply of specific materials could be adversely affected by
strikes, weather conditions, governmental controls or national emergency
conditions.
Marketing
The Company's soft drink products are sold and distributed directly by its
employees to retail stores and other outlets, including food markets,
institutional accounts and vending machine outlets. During 2000, approximately
76% of the Company's physical case volume was in the take-home channel through
supermarkets, convenience stores, drug stores and other retail outlets. The
remaining volume was in the cold drink channel, primarily through dispensing
machines, owned either by the Company, retail outlets or third party vending
companies.
New product introductions, packaging changes and sales promotions have been
the major competitive techniques in the soft drink industry in recent years and
have required and are expected to continue to require substantial expenditures.
Product introductions in the last three years include Citra and Dasani. New
product introductions have resulted in increased operating costs for the Company
due to special marketing efforts, obsolescence of replaced items and, in some
cases, higher raw materials costs.
After new package introductions in recent years, the Company sells its soft
drink products primarily in non-refillable bottles and cans, in varying
proportions from market to market. There may be as many as thirteen different
packages for Coca-Cola classic within a single geographical area. Physical unit
sales of soft drinks during fiscal year 2000 were approximately 52% cans, 46%
non-refillable bottles and 2% pre-mix.
5
Advertising in various media, primarily television and radio, is relied
upon extensively in the marketing of the Company's soft drinks. The Coca-Cola
Company and Dr Pepper Company ("Beverage Companies") each have joined the
Company in making substantial expenditures in cooperative advertising in the
Company's marketing areas. The Company has benefited from national advertising
programs conducted by The Coca-Cola Company and Dr Pepper Company, respectively.
In addition, the Company expends substantial funds on its own behalf for
extensive local sales promotions of the Company's soft drink products.
Historically, these expenses have been partially offset by marketing funds which
the Beverage Companies provide to the Company in support of a variety of
marketing programs, such as point-of-sale displays and merchandising programs.
However, the Beverage Companies are under no obligation to provide the Company
with marketing funding in the future.
The substantial outlays which the Company makes for advertising are
generally regarded as necessary to maintain or increase sales volume, and any
significant curtailment of the marketing funding provided by The Coca-Cola
Company for advertising or marketing programs which benefit the Company could
have a material effect on the business and financial results of the Company.
Seasonality
Sales are somewhat seasonal, with the highest sales volume occurring in
May, June, July and August. The Company has adequate production capacity to meet
sales demands during these peak periods.
Competition
The soft drink industry is highly competitive. The Company's competitors
include several large soft drink manufacturers engaged in the distribution of
nationally advertised products, as well as similar companies which market
lesser-known soft drinks in limited geographical areas and manufacturers of
private brand soft drinks. In each region in which the Company operates, between
75% and 90% of carbonated soft drink sales in bottles, cans and pre-mix
containers are accounted for by the Company and its principal competition, which
in each region includes the local bottler of Pepsi-Cola and, in some regions,
also includes the local bottler of Royal Crown products. The Company's products
also compete with, among others, noncarbonated beverages and citrus and
noncitrus fruit drinks.
The principal methods of competition in the soft drink industry are
point-of-sale merchandising, new product introductions, packaging changes, price
promotions, product quality, frequency of distribution and advertising.
Government Regulation
The production and marketing of beverages are subject to the rules and
regulations of the United States Food and Drug Administration ("FDA") and other
federal, state and local health agencies. The FDA also regulates the labeling of
containers.
From time to time, legislation has been proposed in Congress and by certain
state and local governments which would prohibit the sale of soft drink products
in non-refillable bottles and cans or require a mandatory deposit as a means of
encouraging the return of such containers in an attempt to reduce solid waste
and litter. The Company is currently not impacted by this type of proposed
legislation.
Soft drink and similar-type taxes have been in place in South Carolina,
West Virginia and Tennessee for several years. North Carolina's soft drink tax
was reduced beginning in 1996 and eliminated in July 1999. The South Carolina
soft drink tax has been repealed and is being phased out ratably over a six-year
period beginning July 1, 1996.
Environmental Remediation
The Company does not currently have any material capital expenditure
commitments for environmental remediation for any of its properties.
Employees
As of March 1, 2001, the Company had approximately 5,500 full-time
employees, of whom approximately 410 were union members. The total number of
employees is approximately 6,300.
Less than 10% of the Company's labor force is currently covered by
collective bargaining agreements. Three collective bargaining contracts covering
approximately 1% of the Company's employees expire during 2001.
6
In March 2000, at the end of a collective bargaining agreement in
Huntington, West Virginia, the Company and Teamsters Local Union 505 were unable
to reach agreement on wages and benefits. The union elected to strike and other
Teamster-represented sales centers in West Virginia joined in a sympathy strike.
As of August 7, 2000, the Company and the respective local unions settled all
outstanding issues.
Item 2 -- Properties
The principal properties of the Company include its corporate headquarters,
its four production/distribution facilities and its 51 distribution centers. The
Company owns two production/distribution facilities and 45 distribution centers,
and leases its corporate headquarters, two other production/distribution
facilities and six distribution centers.
The Company leases its 110,000 square foot corporate headquarters and a
65,000 square foot adjacent office building from an affiliate for a ten-year
term expiring January 2009. Total rent expense for these facilities was $3.6
million in 2000.
The Company leases its 542,000 square foot Snyder Production Center and an
adjacent 105,000 square foot distribution center in Charlotte, North Carolina
from an affiliate for a ten-year term expiring in December 2010. Rent expense
under this lease and a predecessor lease (which covered the Snyder Production
Center only) totaled $2.9 million in 2000.
The Company also leases its 297,500 square foot production/distribution
facility in Nashville, Tennessee. The lease requires monthly payments through
2009. Rent expense under this lease totaled $.4 million in 2000.
The Company's other real estate leases are not material.
The Company owns and operates a 316,000 square foot
production/distribution facility in Roanoke, Virginia and a 271,000 square foot
production/distribution facility in Mobile, Alabama.
The current percentage utilization of the Company's production centers as
of March 1, 2001 is approximately as indicated below:
Production Facilities
---------------------
Location Percentage Utilization*
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Charlotte, North Carolina ...... 77%
Mobile, Alabama ................ 56%
Nashville, Tennessee ........... 60%
Roanoke, Virginia .............. 71%
*Estimated 2001 production divided by capacity (based on operations of 6 days
per week and 16 hours per day).
The Company currently has sufficient production capacity to meet its
operational requirements. In addition to the production facilities noted above,
the Company also has access to production capacity from SAC, a manufacturing
cooperative located in Bishopville, South Carolina.
The Company's products are transported to distribution centers for storage
pending sale. The number of distribution facilities by market area as of March
1, 2001 is as follows:
Distribution Facilities
-----------------------
Region Number
- -------------------------------- -------
North Carolina/South Carolina 18
South Alabama ................ 6
South Georgia ................ 5
Middle Tennessee ............. 8
Western Virginia ............. 9
West Virginia ................ 9
The Company's distribution facilities are all in good condition and are
adequate for the Company's operations as presently conducted.
The Company also operates approximately 2,900 vehicles in the sale and
distribution of its soft drink products, of which approximately 1,350 are route
delivery trucks. In addition, the Company owns or leases approximately 176,000
soft drink dispensing and vending machines for the sale of its soft drink
products in its bottling territories.
7
Item 3 -- Legal Proceedings
On August 3, 1999, North American Container, Inc. ("NAC") filed a Complaint
For Patent Infringement and Jury Demand (the "Complaint") against the Company
and a number of other defendants in the United States District Court for the
Northern District of Texas, Dallas Division, alleging that certain unspecified
blow-molded plastic containers used, made, sold, offered for sale and/or used by
the Company and other defendants infringe certain patents owned by the
plaintiff. NAC seeks an unspecified amount of compensatory damages for prior
infringement, seeks to have those damages trebled, seeks pre-judgment and
post-judgment interest, seeks attorneys fees and seeks an injunction prohibiting
future infringement and ordering the destruction of all infringing containers
and machinery used in connection with the manufacture of the infringing
products. The original Complaint names forty-two other defendants, including
Plastipak Packaging, Inc., Constar International, Inc., Constar Plastics, Inc.,
Continental PET Technologies, Inc., Southeastern Container, Inc., Western
Container, Inc., The Quaker Oats Company and others. Additional defendants have
been added by amendment. The Complaint covers many channels of trade relevant to
the PET bottle industry, including licensors, manufacturers, bottlers, bottled
product manufacturers and retail sellers of end product. The Company has
obtained partial indemnification from its suppliers for all damages it may incur
in connection with this proceeding. The Company has filed an answer to the
Complaint, as amended, and has denied the material allegations of NAC and seeks
recovery of attorney fees by having the case declared exceptional. The Company
has also filed a counterclaim seeking a declaration of invalidity and
non-infringement. A claims construction hearing was held in December 2000. The
Court-appointed Special Master has advised the Company to expect a ruling in
April 2001.
Item 4 -- Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year ended December 31, 2000.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K, the following list is
included as a separate item in Part I of this Report.
The following is a list of names and ages of all the executive officers of
the Registrant as of March 1, 2001, indicating all positions and offices with
the Registrant held by each such person. All officers have served in their
present capacities for the past five years except as otherwise stated.
J. FRANK HARRISON, III, age 46, is Chairman of the Board of Directors and
Chief Executive Officer of the Company. Mr. Harrison was appointed Chairman of
the Board of Directors in December 1996. Mr. Harrison served in the capacity of
Vice Chairman from November 1987 through December 1996 and was appointed as the
Company's Chief Executive Officer in May 1994. He was first employed by the
Company in 1977, and has served as a Division Sales Manager and as a Vice
President of the Company. Mr. Harrison, III is a Director of Wachovia Bank &
Trust Co., N.A., Southern Region Board. He is Vice Chairman of the Executive
Committee and Vice Chairman of the Finance Committee.
JAMES L. MOORE, JR., age 58, is Vice Chairman of the Board of Directors of
the Company, a position he was appointed to in January 2001. Prior to that
time, Mr. Moore had served as President and Chief Operating Officer of the
Company. Mr. Moore is a Director of Park Meridian Financial Corp. He has served
as a Director of the Company since March 1987. Mr. Moore is Chairman of the
Retirement Benefits Committee and a member of the Executive Committee.
WILLIAM B. ELMORE, age 45, is President and Chief Operating Officer and a
Director of the Company, positions he has held since January 2001. Previously,
he was Vice President, Value Chain since July 1999 and Vice President, Business
Systems from August 1998 to June 1999. He was Vice President, Treasurer from
June 1996 to July 1998. He was Vice President, Regional Manager for the Virginia
Division, West Virginia Division and Tennessee Division from August 1991 to May
1996. Mr. Elmore is a member of the Executive Committee and the Retirement
Benefits Committee.
ROBERT D. PETTUS, JR., age 56, is Executive Vice President and Assistant
to the Chairman, a position to which he was appointed in January 1997. Mr.
Pettus was previously Vice President, Human Resources, a position he held since
September 1984.
DAVID V. SINGER, age 45, is Executive Vice President and Chief Financial
Officer, a position to which he was appointed in January 2001. He was previously
Vice President and Chief Financial Officer, a position he had held since October
1987.
8
M. CRAIG AKINS, age 50, is Vice President, Field Sales, a position he has
held since December 1999. Prior to that, he was Regional Vice President, Sales,
a position he had held since June 1996. He was previously Vice President, Cold
Drink Market, a position he was appointed to in October 1993.
CLIFFORD M. DEAL, III, age 39, is Vice President and Treasurer, a position
he has held since June 1999. Previously, he was Director of Compensation and
Benefits from October 1997 to May 1999. He was Corporate Benefits Manager from
December 1995 to September 1997. From November 1993 to November 1995 he was
Manager of Tax Accounting.
NORMAN C. GEORGE, age 45, is Vice President, Marketing and National Sales,
a position he was appointed to in December 1999. Prior to that he was Vice
President, Corporate Sales, a position he had held since August 1998.
Previously, he was Vice President, Sales for the Carolinas South Region, a
position he held beginning in November 1991.
RONALD J. HAMMOND, age 45, is Vice President, Value Chain, a position he
was appointed to in January 2001. Prior to that he was Vice President,
Manufacturing, a position he had held since September 1999. Before joining the
Company, he was Vice President, Operations, Asia Pacific at Pepsi-Cola
International, a division of Pepsico, where he was an employee since 1981.
KEVIN A. HENRY, age 33, is Vice President, Human Resources, a position he
has held since February 2001. Prior to joining the Company he was Senior Vice
President, Human Resources at Nationwide Credit Inc., where he was an employee
since January 1997. Prior to that he was Director, Human Resources, at Office
Depot Inc. since December 1994.
UMESH M. KASBEKAR, age 43, is Vice President, Planning and Administration,
a position he has held since January 1995.
C. RAY MAYHALL, JR., age 53, is Vice President, Distribution and Technical
Services, a position he was appointed to in December 1999. Prior to that he was
Regional Vice President, Sales, a position he had held since November 1992.
LAUREN C. STEELE, age 46, is Vice President, Corporate Affairs, a position
he has held since May 1989. He is responsible for governmental, media and
community relations for the Company.
STEVEN D. WESTPHAL, age 46, is Vice President and Controller of the
Company, a position he has held since November 1987.
JOLANTA T. ZWIREK, age 45, is Vice President and Chief Information Officer,
a position she has held since June 1999. Prior to joining the Company, she was
Vice President and Chief Technology Officer for Bank One during a portion of
1999. Prior to that, she was a Senior Director in the Information Services
organization at McDonald's Corporation, where she was an employee since 1984.
9
PART II
Item 5 -- Market for Registrant's Common Equity and Related Stockholder Matters
The Company has two classes of common stock outstanding, Common Stock and
Class B Common Stock. The Common Stock is traded on the Nasdaq National Market
tier of the Nasdaq Stock Market(R) under the symbol COKE. The table below sets
forth for the periods indicated the high and low reported sales prices per share
of Common Stock. There is no established public trading market for the Class B
Common Stock. Shares of Class B Common Stock are convertible on a
share-for-share basis into shares of Common Stock.
Fiscal Year
-----------------------------------------------
2000 1999
----------------------- -----------------------
High Low High Low
----------- ----------- ----------- -----------
First quarter .......... $ 53.00 $ 46.50 $ 59.50 $ 54.50
Second quarter ......... 52.75 41.38 57.63 52.88
Third quarter .......... 47.75 36.50 60.00 55.75
Fourth quarter ......... 45.00 32.05 56.94 45.00
The quarterly dividend rate of $.25 per share on both Common Stock and
Class B Common Stock shares was maintained throughout 1999 and 2000.
Pursuant to the Company's Certificate of Incorporation, no cash dividend or
dividend of property or stock other than stock of the Company may be declared
and paid, per share, on the Class B Common Stock unless a dividend of an amount
greater than or equal to such cash or property or stock has been declared and
paid on the Common Stock. The Company may pay a dividend of stock of the Company
on the Class B Common Stock if an equal number of shares of either Common Stock
or Class B Common Stock (irrespective of the class of stock paid on the Class B
Common Stock) is paid on the Common Stock.
The amount and frequency of future dividends will be determined by the
Company's Board of Directors in light of the earnings and financial condition of
the Company at such time, and no assurance can be given that dividends will be
declared in the future.
The number of stockholders of record of the Common Stock and Class B Common
Stock, as of March 9, 2001, was 3,254 and 13, respectively.
On March 7, 2001, the Compensation Committee certified that 20,000 shares
of restricted Class B Common Stock, $1.00 par value, vested and should be issued
pursuant to an award to J. Frank Harrison, III, for his services as Chairman of
the Board of Directors and Chief Executive Officer of the Company. This award
was approved by the Company's stockholders in 1999. The shares were issued
without registration under the Securities Act of 1933 in reliance on Section
4(2) thereof. Class B Common Stock is convertible into Common Stock on a
share-for-share basis at the option of the holder.
Item 6 -- Selected Financial Data
The following table sets forth certain selected financial data concerning
the Company for the five years ended December 31, 2000. The data for the five
years ended December 31, 2000 is derived from audited financial statements of
the Company. This information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" set
forth in Item 7 hereof and is qualified in its entirety by reference to the more
detailed financial statements and notes contained in Item 8 hereof. This
information should also be read in conjunction with the "Introduction and Recent
Developments" section in Item 1 hereof.
10
SELECTED FINANCIAL DATA*
Fiscal Year**
----------------------------------------------------------------
2000 1999 1998 1997 1996
------------- -------------- ----------- ----------- -----------
In Thousands (Except Per Share Data)
Summary of Operations
Net sales ........................................ $ 995,134 $ 972,551 $928,502 $802,141 $773,763
---------- ---------- -------- -------- --------
Cost of sales .................................... 530,241 543,113 534,919 452,893 435,959
Selling, general and administrative expenses ..... 323,223 291,907 276,245 239,901 236,527
Depreciation expense ............................. 64,751 60,567 37,076 33,783 28,608
Amortization of goodwill and intangibles ......... 14,712 13,734 12,972 12,221 12,158
Restructuring expense ............................ 2,232
---------- ---------- -------- -------- --------
Total costs and expenses ......................... 932,927 911,553 861,212 738,798 713,252
---------- ---------- -------- -------- --------
Income from operations ........................... 62,207 60,998 67,290 63,343 60,511
Interest expense ................................. 53,346 50,581 39,947 37,479 30,379
Other income (expense), net ...................... 974 (5,431) (4,098) (1,594) (4,433)
---------- ---------- -------- -------- --------
Income before income taxes ....................... 9,835 4,986 23,245 24,270 25,699
Income taxes ..................................... 3,541 1,745 8,367 9,004 9,535
---------- ---------- -------- -------- --------
Net income ....................................... $ 6,294 $ 3,241 $ 14,878 $ 15,266 $ 16,164
---------- ---------- -------- -------- --------
Basic net income per share ....................... $ .72 $ .38 $ 1.78 $ 1.82 $ 1.74
---------- ---------- -------- -------- --------
Diluted net income per share ..................... $ .71 $ .37 $ 1.75 $ 1.79 $ 1.73
---------- ---------- -------- -------- --------
Cash dividends per share:
Common .......................................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Class B Common .................................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Other Information
Weighted average number of common shares
outstanding ..................................... 8,733 8,588 8,365 8,407 9,280
Weighted average number of common shares
outstanding -- assuming dilution ................ 8,822 8,708 8,495 8,509 9,330
Year-End Financial Position
Total assets ..................................... $1,062,097 $1,108,392 $822,702 $775,507 $699,870
---------- ---------- -------- -------- --------
Long-term debt ................................... 682,246 723,964 491,234 493,789 439,453
---------- ---------- -------- -------- --------
Stockholders' equity ............................. 28,412 30,851 14,198 7,685 20,681
---------- ---------- -------- -------- --------
- ---------
* See Management's Discussion and Analysis in Item 7 hereof for additional
information.
** All years presented are 52-week years except 1998 which is a 53-week year.
See Note 3 and Note 15 to the consolidated financial statements for
additional information about Piedmont Coca-Cola Bottling Partnership.
11
Item 7 -- Management's Discussion and Analysis of Financial Condition and
Results of Operations
Introduction
The Company
Coca-Cola Bottling Co. Consolidated (the "Company") is engaged in the
production, marketing and distribution of products of The Coca-Cola Company,
which include some of the most recognized and popular beverage brands in the
world. The Company is currently the second largest bottler of products of The
Coca-Cola Company in the United States. The Company also distributes several
other beverage brands. The Company's product offerings include carbonated soft
drinks, teas, juices, isotonics and bottled water. The Company has expanded its
bottling territory primarily throughout the Southeast via acquisitions and,
combined with internally generated growth, has increased its sales from $130
million in 1984 to almost $1 billion in 2000. The Company is also a partner with
The Coca-Cola Company in a partnership that operates additional bottling
territory with net sales of $287 million in 2000.
Acquisitions and Divestitures
During 2000, the Company sold most of its bottling territory in Kentucky
and Ohio to another Coca-Cola bottler. After a management review of the
Company's operations, it was determined that this territory could be operated
more efficiently by another Coca-Cola bottler due primarily to geographic
proximity to the customers. Without the requirement to service this territory,
the Company was able to reorganize operations in its West Virginia territory to
further improve efficiencies. Management believes that the combination of the
proceeds from the sale and the efficiencies gained will lead to higher
profitability and better returns in this part of our bottling territory.
During 1999 and 1998, the Company expanded its bottling territory by
acquiring four Coca-Cola bottlers as follows:
o Carolina Coca-Cola Bottling Company, Inc., a Coca-Cola bottler with
operations in central South Carolina in May 1999;
o The bottling rights and operating assets of a small Coca-Cola bottler in
north central North Carolina in May 1999;
o Lynchburg Coca-Cola Bottling Co., Inc., a Coca-Cola bottler with
operations in central Virginia in October 1999; and
o The bottling rights and operating assets of a Coca-Cola bottler located
in Florence, Alabama in January 1998.
Acquisition related costs including interest expense and non-cash charges
such as amortization of intangible assets will be incurred. To the extent these
expenses are incurred and not offset by cost savings or increased sales, the
Company's acquisition strategy may depress short-term earnings. The Company
believes that continued growth through select acquisitions will enhance
long-term stockholder value.
New Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") has issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities." As
subsequently amended by FASB Statement No. 138, Statement No. 133 is effective
for all fiscal quarters of all fiscal years beginning after June 15, 2000.
Statement No. 133 will require the Company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted
to fair value through income. If the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of derivatives will either be
offset against the change in fair value of the hedged assets, liabilities or
firm commitments through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings.
The Company will adopt the provisions of Statement No. 133 in the first quarter
of 2001. The adoption of Statement No. 133 will not have a material impact on
the earnings and financial position of the Company.
The Year in Review
The year 2000 was a transitional year for the Company. During the latter
part of the 1990's, the Company experienced above industry average volume
growth. However, net selling prices had not increased, even at the rate of
inflation. During 2000, the Company was faced with significant cost increases
for concentrate, certain packaging materials and fuel. Additionally, marketing
support the Company had historically received from The Coca-Cola Company was
adjusted downward significantly and interest rates on the Company's floating
rate debt increased. In the face of the aforementioned cost increases, the
Company raised its net selling prices during the year by approximately 6.5% over
1999.
12
As with most consumer products, increases in selling prices temporarily
dampened sales demand. The increase in prices was the primary driver behind a
decline in unit sales volume of approximately 5% for the year on a constant
territory basis. Unit sales volume declined 5.5% through the first three
quarters of 2000. However, volume increased by 1% during the fourth quarter of
the year.
Higher net selling prices more than offset volume declines and resulted in
an increase in net sales of 2.3% in 2000 to $995 million. On a constant
territory basis, net sales increased by approximately 1% in 2000. Income from
operations plus depreciation and amortization increased from $135 million in
1999 to $142 million in 2000, an increase of 5%. Net income for 2000 increased
to $6.3 million from $3.2 million in 1999. Net income for 2000 includes a gain,
net of tax, of $5.6 million related to the sale of bottling territory previously
discussed. During 2000, the Company also recorded a provision for impairment of
certain fixed assets of $2.0 million, net of tax.
After several years of significant capital spending, the Company was well
positioned in 2000 with a strong infrastructure to support the business. The
investment in infrastructure in prior years allowed the Company to significantly
reduce capital spending in 2000 to $49.2 million from over $264.1 million in
1999, which included approximately $155 million for the purchase of equipment
that was previously leased. The Company anticipates capital spending to be lower
in 2001 than it was in the late 1990's. As a result of increased cash flow from
operations, reduced capital spending and the sale of bottling territory in
Kentucky and Ohio, the Company reduced its long-term debt by approximately $60
million during 2000.
The Company continues to focus on its key long-term objectives including
increasing per capita consumption, operating cash flow and stockholder value. We
believe we will be able to achieve these objectives over the long-term because
of superior products, a solid relationship with our strategic partner, The
Coca-Cola Company, select acquisitions, an experienced management team and a
work force of approximately 6,000 talented individuals working together as a
team. We are committed to working with The Coca-Cola Company to ensure that we
fully utilize our joint resources to maximize the full potential with our
consumers and customers.
Significant Events of Prior Years
On June 1, 1994, the Company executed a management agreement with South
Atlantic Canners, Inc. ("SAC"), a manufacturing cooperative located in
Bishopville, South Carolina. The Company is a member of the cooperative and
receives a fee for managing the day-to-day operations of SAC pursuant to this
10-year management agreement.
On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont
Coca-Cola Bottling Partnership ("Piedmont") to distribute and market soft drink
products of The Coca-Cola Company and other third party licensors, primarily in
certain portions of North Carolina and South Carolina. The Company provides a
portion of the soft drink products to Piedmont and receives a fee for managing
the business of Piedmont pursuant to a management agreement. The Company and The
Coca-Cola Company, through their respective subsidiaries, each beneficially own
a 50% interest in Piedmont. The Company is accounting for its investment in
Piedmont using the equity method of accounting.
RESULTS OF OPERATIONS
2000 Compared to 1999
Net Income
The Company reported net income of $6.3 million or basic net income per
share of $.72 for fiscal year 2000 compared to $3.2 million or $.38 basic net
income per share for fiscal year 1999. Diluted net income per share for 2000 was
$.71 compared to $.37 in 1999. Net income in 2000 included the gain on the sale
of bottling territory discussed above, offset somewhat by a provision for
impairment of certain fixed assets.
Net Sales and Gross Margin
Net sales for 2000 grew by 2.3% to $995 million, compared to $973 million
in 1999. On a constant territory basis, net sales increased by approximately 1%
due to an increase in net selling price for the year of approximately 6.5%
partially offset by a decline in unit volume of approximately 5% for the year.
Sales growth in 2000 was highlighted by the continued strong growth of Dasani
bottled water. Noncarbonated products now account for almost 7% of the Company's
bottle and can volume.
13
Gross margin increased by $35.5 million from 1999 to 2000 representing an
8% increase. The increase in gross margin was driven by higher selling prices,
which more than offset a decline in unit volume as discussed above. The
Company's gross margin as a percentage of sales increased from 44.2% in 1999 to
46.7% in 2000. On a per unit basis, gross margin increased 13% in 2000 over
1999.
Cost of Sales and Operating Expenses
Cost of sales on a per unit basis increased by approximately 2% in 2000.
This increase was due to significantly higher costs for concentrate and
increased packaging costs, offset somewhat by decreases in manufacturing labor
and overhead expenses.
Selling, general and administrative ("S,G&A") expenses increased by $31.3
million or 11% in 2000 over 1999 levels primarily due to a reduction in
marketing funding received from The Coca-Cola Company. Total marketing funding
support from The Coca-Cola Company and other beverage companies declined from
$63.5 million in 1999 to $49.0 million in 2000. The Company anticipates that
marketing funding support in 2001 will be more consistent with amounts received
in 2000 than amounts received in 1999. The balance of the increase in S,G&A
expenses was due to enhancements in employee compensation programs, higher fuel
costs, costs associated with a strike by employees in certain branches of the
Company's West Virginia territory (primarily security costs to protect Company
personnel and assets) and compensation expense related to a restricted stock
award for the Company's Chairman and Chief Executive Officer.
The Company relies extensively on advertising and sales promotion in the
marketing of its products. The Coca-Cola Company and other beverage companies
that supply concentrates, syrups and finished products to the Company make
substantial marketing and advertising expenditures to promote sales in the local
territories served by the Company. The Company also benefits from national
advertising programs conducted by The Coca-Cola Company and other beverage
companies. Certain of the marketing expenditures by The Coca-Cola Company and
other beverage companies are made pursuant to annual arrangements. Although The
Coca-Cola Company has advised the Company that it intends to provide marketing
funding support in 2001, it is not obligated to do so under the Company's master
bottle contract. A portion of the marketing funding and infrastructure support
from The Coca-Cola Company is subject to annual performance requirements. The
Company is in compliance with all current performance requirements, as amended.
Significant decreases in marketing support from The Coca-Cola Company or other
beverage companies could adversely impact operating results of the Company.
Depreciation expense in 2000 increased $4.2 million or 7%. The increase for
2000 was due to significant capital expenditures in 1999 of $264.1 million, of
which approximately $155 million related to the purchase of equipment that was
previously leased. Capital expenditures in 2000 totaled $49.2 million.
Depreciation expense should increase at a lower rate in future years than it has
in the past three years due to anticipated lower levels of capital spending.
Investment in Partnership
The Company's share of Piedmont's net income in 2000 was $2.5 million. This
compares to the Company's share of Piedmont's net loss of $2.6 million in 1999.
The increase in income from Piedmont of $5.1 million reflects improved operating
results at Piedmont primarily due to higher gross margin resulting from
increased net selling prices.
Interest Expense
Interest expense increased by $2.8 million or 5.5% in 2000. The increase
was primarily due to higher interest rates on the Company's floating rate debt.
The Company's overall weighted average borrowing rate for 2000 was 7.3% compared
to 6.8% in 1999. During 2000, the Company repaid approximately $60 million of
its long-term debt. This reduction in long-term debt should reduce interest
expense in 2001.
Other Income/Expense
Other income for 2000 was approximately $1 million, a change of $6.4
million versus other expense of $5.4 million in 1999. The change in other income
(expense) in 2000 is primarily due to a gain on the sale of bottling territory
of $8.8 million, before tax, as previously discussed, offset somewhat by a
provision for impairment of certain fixed assets of $3.1 million, before tax.
Income Taxes
The effective tax rate for federal and state income taxes was approximately
36% in 2000 versus approximately 35% in 1999.
14
1999 Compared to 1998
Net Income
The Company reported net income of $3.2 million or basic net income per
share of $.38 for fiscal year 1999 compared to $14.9 million or $1.78 basic net
income per share for fiscal year 1998. Diluted net income per share for 1999 was
$.37 compared to $1.75 in 1998. The decline in net income was primarily
attributable to lower than anticipated volume growth and higher expenses related
to the Company's investment in the infrastructure considered necessary to
support accelerated long-term growth. Investments in additional personnel,
vehicles and cold drink equipment resulted in cost increases that the Company
anticipated would be offset by higher sales volume. Soft drink industry growth
levels slowed significantly during 1999 and the Company's higher cost structure
negatively impacted 1999 earnings. The Company reduced its workforce by
approximately 5% in the fourth quarter of 1999 to reduce staffing costs.
Net Sales
Net sales for 1999 grew by approximately 5% to $973 million, compared to
$929 million in 1998. The increase was due to volume growth of 2%, an increase
in net selling price of 3% and acquisitions of additional bottling territories
in South Carolina, North Carolina and Virginia. Also, the Company's 1998 fiscal
year included a 53rd week. Sales growth in noncarbonated beverages, including
POWERaDE, Fruitopia and Dasani bottled water remained strong in 1999. Sales to
other bottlers decreased by 11% during 1999 over 1998 levels, primarily due to
lower sales to Piedmont.
Cost of Sales and Operating Expenses
Cost of sales on a per case basis increased by approximately 1% in 1999.
This increase was due to higher raw material costs, including concentrate and
packaging costs, as well as increases in manufacturing labor and overhead
resulting from wage rate increases and an increase in the number of stockkeeping
units.
S,G&A expenses increased by approximately $16 million or 6% in 1999 over
1998 levels. Lease expense declined significantly in 1999 as compared to 1998 as
a result of the purchase of approximately $155 million of equipment in January
1999 that had been previously leased. Excluding lease expense, S,G&A expenses
increased by approximately $31 million or 12% in 1999. Increased S,G&A expenses
resulted from higher employment costs for additional personnel to support
anticipated volume growth and higher costs in certain of the Company's labor
markets, offset somewhat by lower incentive accruals, as well as additional
marketing expenses and higher costs for sales development programs. In addition,
S,G&A expenses increased due to remediation and testing of Year 2000 issues of
approximately $1 million and an increase in bad debt expense of $.4 million.
Increased marketing funding support from The Coca-Cola Company of approximately
$2 million mitigated a portion of the increase in S,G&A expenses.
Depreciation expense in 1999 increased $23.5 million or 63% over 1998. The
increase was due to significant capital expenditures over the past several
years, including $264.1 million in 1999, of which approximately $155 million
related to the purchase of equipment that was previously leased.
A pre-tax restructuring charge of $2.2 million was recorded in the fourth
quarter of 1999 consisting of employee termination benefit costs of $1.8 million
and facility lease costs and other related expenses of $.4 million. The
objectives of the restructuring were to consolidate and streamline sales
divisions and reduce the overall operating expense base.
Investment in Partnership
The Company's share of Piedmont's net loss of $2.6 million increased from a
loss of $.5 million in 1998. The increase in the loss reflected the impact of
lower than expected volume growth in 1999 and higher infrastructure costs.
Interest Expense
Interest expense increased by $10.6 million or 27% in 1999 over 1998. The
increase was due to additional debt related to the purchase of approximately
$155 million of equipment that was previously leased, additional borrowings to
fund acquisitions and capital expenditures. The Company's overall weighted
average borrowing rate for 1999 was 6.8% compared to 7.1% in 1998.
15
Other Income/Expense
Other expense increased from $4.1 million in 1998 to $5.4 million in 1999.
Approximately half of the increase in other expense from 1998 to 1999 related to
net losses of Data Ventures LLC, in which the Company held a 31.25% equity
interest. Data Ventures LLC provided certain computerized data management
products and services to the Company related to inventory control and marketing
program support.
Income Taxes
The effective tax rate for federal and state income taxes was approximately
35% in 1999 versus approximately 36% in 1998.
FINANCIAL CONDITION
Total assets decreased from $1.11 billion at January 2, 2000 to $1.06
billion at December 31, 2000. The decrease was primarily due to depreciation of
property, plant and equipment exceeding capital expenditures and amortization of
intangible assets, principally acquired franchise rights.
Working capital increased by $21.3 million to $14.3 million at December 31,
2000 from a deficit of $7.0 million at January 2, 2000. The change in working
capital was primarily due to decreases in the current portion of long-term debt
of $18.7 million, accounts payable and accrued liabilities of $15.0 million and
accrued interest of $6.3 million, partially offset by an increase of $13.7
million in amounts due to Piedmont. The increase in amounts due to Piedmont
reflected the improved operating results and the timing of cash flows at
Piedmont in 2000.
Total long-term debt decreased by $60.4 million to $692.2 million at
December 31, 2000 compared to $752.6 million at January 2, 2000. Repayment of
long-term debt during 2000 resulted from free cash flow from operations of
approximately $40 million and approximately $20 million from the sale of
bottling territory, as previously discussed.
LIQUIDITY AND CAPITAL RESOURCES
Capital Resources
Sources of capital for the Company include operating cash flows, bank
borrowings, issuance of public or private debt and the issuance of equity
securities. Management believes that the Company, through these sources, has
sufficient financial resources available to maintain its current operations and
provide for its current capital expenditure and working capital requirements,
scheduled debt payments, interest and income tax liabilities and dividends for
stockholders.
Investing Activities
Additions to property, plant and equipment during 2000 were $49.2 million.
Capital expenditures during 2000 were funded with cash flow from operations.
Leasing is used for certain capital additions when considered cost effective
related to other sources of capital. The Company currently leases approximately
$50 million of its cold drink equipment in addition to two production facilities
and certain distribution and administrative facilities. Total lease expense in
2000 was $15.7 million compared to $13.7 million in 1999.
At the end of 2000, the Company had no material commitments for the
purchase of capital assets other than those related to normal replacement of
equipment. The Company considers the acquisition of bottling territories on an
ongoing basis.
Financing Activities
In January 1999, the Company filed an $800 million shelf registration for
debt and equity securities. This shelf registration included $200 million of
unused availability from a $400 million shelf registration filed in October
1994.
In April 1999, the Company issued $250 million of 10-year debentures at a
fixed rate of 6.375% under its shelf registration. The Company subsequently
entered into interest rate swap agreements totaling $100 million related to the
newly issued debentures. The net proceeds from the issuance of debentures were
used to refinance borrowings related to the purchase of assets previously
leased, as discussed above, repay certain maturing Medium-Term Notes and repay
other corporate borrowings.
16
The Company borrows from time to time under lines of credit from various
banks. On December 31, 2000, the Company had $170 million available under these
lines, of which $12.9 million was outstanding. Loans under these lines are made
at the sole discretion of the banks at rates negotiated at the time of
borrowing.
In December 1997, the Company extended the maturity of a revolving credit
facility to December 2002 for borrowings of up to $170 million. There were no
amounts outstanding under this facility as of December 31, 2000.
Interest Rate Hedging
The Company periodically uses interest rate hedging products to modify risk
from interest rate fluctuations in its underlying debt. The Company has
historically altered its fixed/floating rate mix based upon anticipated cash
flows from operations relative to the Company's debt level and the potential
impact of increases in interest rates on the Company's overall financial
condition. Sensitivity analyses are performed to review the impact on the
Company's financial position and coverage of various interest rate movements.
The Company does not use derivative financial instruments for trading purposes.
The weighted average interest rate of the debt portfolio as of December 31,
2000 was 7.1% compared to 7.0% at the end of 1999. The Company's overall
weighted average borrowing rate on its long-term debt in 2000 increased to 7.3%
from 6.8% in 1999. Approximately 41% of the Company's debt portfolio of $692.2
million as of December 31, 2000 was subject to changes in short-term interest
rates.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, as well as information included in, or
incorporated by reference from, future filings by the Company with the
Securities and Exchange Commission and information contained in written
material, press releases and oral statements issued by or on behalf of the
Company, contains, or may contain several forward-looking management comments
and other statements that reflect management's current outlook for future
periods. These statements include, among others, statements relating to: our
expectations concerning increasing long-term stockholder value, per capita
consumption and operating cash flow; the sufficiency of our financial resources
to fund our operations; our expectations concerning marketing support payments
from The Coca-Cola Company and other beverage companies; our expectations about
higher profitability and better returns in our West Virginia territory; our
expectations about interest expense; our acquisition strategy and our capital
expenditure requirements. These statements and expectations are based on the
current available competitive, financial and economic data along with the
Company's operating plans, and are subject to future events and uncertainties.
Among the events or uncertainties which could adversely affect future periods
are: lower than expected net pricing resulting from increased marketplace
competition, an inability to meet performance requirements for expected levels
of marketing support payments from The Coca-Cola Company, an inability to meet
requirements under bottling contracts, the inability of our aluminum can or PET
bottle suppliers to meet our demand, material changes from expectations in the
cost of raw materials, higher than expected fuel prices, an inability to meet
projections for performance in acquired bottling territories and unfavorable
interest rate fluctuations.
Item 7A -- Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to certain market risks that are inherent in the
Company's financial instruments, which arise in the ordinary course of business.
The Company may enter into derivative financial instrument transactions to
manage or reduce market risk. The Company does not enter into derivative
financial instrument transactions for trading purposes. A discussion of the
Company's primary market risk exposure in financial instruments is presented
below.
Long-Term Debt
The Company is subject to interest rate risk on its long-term fixed
interest rate debt. Borrowings under lines of credit and other variable rate
long-term debt do not give rise to significant interest rate risk because these
borrowings either have maturities of less than three months or have variable
interest rates. All other things being equal, the fair market value of the
Company's debt with a fixed interest rate will increase as interest rates
decline and the fair market value of the Company's debt will decrease as
interest rates rise. This exposure to interest rate risk is generally managed by
borrowing funds with a variable interest rate or using interest rate swaps to
effectively change fixed interest rate borrowings to variable interest rate
borrowings. The Company generally maintains between 40% and 60% of total
borrowings at variable interest rates after taking into account all of the
interest rate hedging activities. While this is the target range, the financial
position of the Company and market conditions may result in strategies outside
of this range at certain points in time.
17
As it relates to the Company's variable rate debt, if market interest rates
average 1% more in 2001 than the rates of December 31, 2000, interest expense
for 2001 would increase by $2.8 million. If market interest rates had averaged
1% more in 2000 than the rates at January 2, 2000, interest expense for 2000
would have increased by $3.0 million. These amounts were determined by
calculating the effect of the hypothetical interest rate on our variable rate
debt after giving consideration to all our interest rate hedging activities.
This sensitivity analysis assumes that there are no changes in the Company's
financial structure.
The Company is subject to commodity price risk arising from price movements
for certain commodities included as part of its raw materials. The Company
generally manages this risk by entering into long-term contracts with adjustable
prices. The Company has not used derivative commodity instruments in the
management of this risk.
18
Item 8 -- Financial Statements and Supplementary Data
COCA-COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED STATEMENTS OF OPERATIONS
Fiscal Year
-------------------------------------
2000 1999 1998
------------- ----------- -----------
In Thousands (Except Per Share Data)
Net sales (includes sales to Piedmont of $69,539,
$68,046 and $69,552).............................................................. $ 995,134 $972,551 $928,502
Cost of sales, excluding depreciation shown below (includes
$53,463, $56,439 and $55,800 related to sales to Piedmont)........................ 530,241 543,113 534,919
--------- -------- --------
Gross margin ...................................................................... 464,893 429,438 393,583
--------- -------- --------
Selling, general and administrative expenses, excluding depreciation shown below .. 323,223 291,907 276,245
Depreciation expense .............................................................. 64,751 60,567 37,076
Amortization of goodwill and intangibles .......................................... 14,712 13,734 12,972
Restructuring expense ............................................................. 2,232
--------- -------- --------
Income from operations ............................................................ 62,207 60,998 67,290
--------- -------- --------
Interest expense .................................................................. 53,346 50,581 39,947
Other income (expense), net ....................................................... 974 (5,431) (4,098)
--------- -------- --------
Income before income taxes ........................................................ 9,835 4,986 23,245
Income taxes ...................................................................... 3,541 1,745 8,367
--------- -------- --------
Net income ........................................................................ $ 6,294 $ 3,241 $ 14,878
--------- -------- --------
Basic net income per share ........................................................ $ .72 $ .38 $ 1.78
--------- -------- --------
Diluted net income per share ...................................................... $ .71 $ .37 $ 1.75
--------- -------- --------
Weighted average number of common shares outstanding .............................. 8,733 8,588 8,365
Weighted average number of common shares
outstanding -- assuming dilution ................................................. 8,822 8,708 8,495
See Accompanying Notes to Consolidated Financial Statements.
19
COCA-COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED BALANCE SHEETS
Dec. 31, Jan. 2,
2000 2000
------------- -------------
In Thousands (Except Share Data)
ASSETS
Current assets:
Cash .................................................................................... $ 8,425 $ 9,050
Accounts receivable, trade, less allowance for doubtful accounts of $918 and $850 ....... 62,661 60,367
Accounts receivable from The Coca-Cola Company .......................................... 5,380 6,018
Accounts receivable, other .............................................................. 8,247 13,938
Inventories ............................................................................. 40,502 41,411
Prepaid expenses and other current assets ............................................... 14,026 13,275
---------- ----------
Total current assets ................................................................... 139,241 144,059
---------- ----------
Property, plant and equipment, net ...................................................... 429,978 468,110
Leased property under capital leases, net ............................................... 7,948 10,785
Investment in Piedmont Coca-Cola Bottling Partnership ................................... 62,730 60,216
Other assets ............................................................................ 60,846 61,312
Identifiable intangible assets, net ..................................................... 284,842 305,783
Excess of cost over fair value of net assets of businesses acquired, less accumulated
amortization of $35,585 and $33,141 .................................................... 76,512 58,127
---------- ----------
Total .................................................................................. $1,062,097 $1,108,392
========== ==========
See Accompanying Notes to Consolidated Financial Statements.
20
COCA-COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED BALANCE SHEETS
Dec. 31, Jan. 2,
2000 2000
-------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Portion of long-term debt payable within one year .............................. $ 9,904 $ 28,635
Current portion of obligations under capital leases ............................ 3,325 4,483
Accounts payable and accrued liabilities ....................................... 80,999 96,008
Accounts payable to The Coca-Cola Company ...................................... 3,802 2,346
Due to Piedmont Coca-Cola Bottling Partnership ................................. 16,436 2,736
Accrued interest payable ....................................................... 10,483 16,830
---------- ----------
Total current liabilities ..................................................... 124,949 151,038
---------- ----------
Deferred income taxes .......................................................... 148,655 124,171
Other liabilities .............................................................. 76,061 73,900
Obligations under capital leases ............................................... 1,774 4,468
Long-term debt ................................................................. 682,246 723,964
---------- ----------
Total liabilities ............................................................. 1,033,685 1,077,541
---------- ----------
Commitments and Contingencies (Note 11)
Stockholders' Equity:
Convertible Preferred Stock, $100 par value:
Authorized -- 50,000 shares; Issued -- None
Nonconvertible Preferred Stock, $100 par value:
Authorized -- 50,000 shares; Issued -- None
Preferred Stock, $.01 par value:
Authorized -- 20,000,000 shares; Issued -- None
Common Stock, $1 par value:
Authorized -- 30,000,000 shares; Issued -- 9,454,651 and 9,454,626 shares ..... 9,454 9,454
Class B Common Stock, $1 par value:
Authorized -- 10,000,000 shares; Issued -- 2,969,166 and 2,969,191 shares ..... 2,969 2,969
Class C Common Stock, $1 par value:
Authorized -- 20,000,000 shares; Issued -- None
Capital in excess of par value ................................................. 99,020 107,753
Accumulated deficit ............................................................ (21,777) (28,071)
---------- ----------
89,666 92,105
---------- ----------
Less -- Treasury stock, at cost:
Common -- 3,062,374 shares .................................................... 60,845 60,845
Class B Common -- 628,114 shares .............................................. 409 409
---------- ----------
Total stockholders' equity .................................................... 28,412 30,851
---------- ----------
Total ......................................................................... $1,062,097 $1,108,392
========== ==========
See Accompanying Notes to Consolidated Financial Statements.
21
COCA-COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year
--------------------------------------
2000 1999 1998
----------- ------------- ------------
In Thousands
Cash Flows from Operating Activities
Net income .......................................................................... $ 6,294 $ 3,241 $ 14,878
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense ............................................................. 64,751 60,567 37,076
Amortization of goodwill and intangibles ......................................... 14,712 13,734 12,972
Deferred income taxes ............................................................ 3,541 1,745 8,367
Gain on sale of bottling territory ............................................... (8,829)
Provision for impairment of property, plant and equipment ........................ 3,066
Losses on sale of property, plant and equipment .................................. 2,284 2,755 2,586
Amortization of debt costs ....................................................... 938 836 595
Amortization of deferred gain related to terminated interest rate swaps .......... (819) (563) (563)
Undistributed (earnings) losses of Piedmont Coca-Cola Bottling Partnership ....... (2,514) 2,631 479
(Increase) decrease in current assets less current liabilities ................... (2,554) 9,639 570
Increase in other noncurrent assets .............................................. (506) (8,451) (8,441)
Increase in other noncurrent liabilities ......................................... 3,868 9,702 2,180
Other ............................................................................ 58 334 79
--------- ---------- ---------
Total adjustments ................................................................... 77,996 92,929 55,900
--------- ---------- ---------
Net cash provided by operating activities ........................................... 84,290 96,170 70,778
--------- ---------- ---------
Cash Flows from Financing Activities
Proceeds from the issuance of long-term debt ........................................ 251,165
Repayment of current portion of long-term debt ...................................... (26,750) (30,115) (10,540)
Proceeds from (repayment of) lines of credit, net ................................... (33,700) 10,200 26,100
Cash dividends paid ................................................................. (8,733) (8,549) (8,365)
Payments on capital lease obligations ............................................... (4,528) (4,938)
Termination of interest rate swap agreements ........................................ (292) 6,480
Debt fees paid ...................................................................... (3,266) (102)
Other ............................................................................... (387) (468) (390)
--------- ---------- ---------
Net cash provided by (used in) financing activities ................................. (74,390) 214,029 13,183
--------- ---------- ---------
Cash Flows from Investing Activities
Additions to property, plant and equipment .......................................... (49,168) (264,139) (47,946)
Proceeds from the sale of property, plant and equipment ............................. 16,366 753 1,255
Acquisitions of companies, net of cash acquired ..................................... (723) (44,454) (35,006)
Proceeds from sale of bottling territory ............................................ 23,000
--------- ---------- ---------
Net cash used in investing activities ............................................... (10,525) (307,840) (81,697)
--------- ---------- ---------
Net increase (decrease) in cash ..................................................... (625) 2,359 2,264
--------- ---------- ---------
Cash at beginning of year ........................................................... 9,050 6,691 4,427
--------- ---------- ---------
Cash at end of year ................................................................. $ 8,425 $ 9,050 $ 6,691
--------- ---------- ---------
Significant non-cash investing and financing activities
Issuance of Common Stock in connection with acquisition ............................ $ 21,961
Capital lease obligations incurred ................................................. $ 1,313 14,225
See Accompanying Notes to Consolidated Financial Statements.
22
COCA-COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY
Class B Capital in
Common Common Excess of Accumulated Treasury
Stock Stock Par Value Deficit Stock
---------- ------- ---------- ------------ ---------
In Thousands
Balance on December 28, 1997 ............................. $ 10,107 $1,948 $103,074 $ (46,190) $61,254
Net income ............................................... 14,878
Cash dividends paid ...................................... (8,365)
Exchange of Common Stock for Class B
Common Stock ............................................ (1,021) 1,021
-------- ------ -------- --------- -------
Balance on January 3, 1999 ............................... 9,086 2,969 94,709 (31,312) 61,254
Net income ............................................... 3,241
Cash dividends paid ...................................... (8,549)
Issuance of Common Stock in connection with acquisition .. 368 21,593
-------- ------ -------- --------- -------
Balance on January 2, 2000 ............................... 9,454 2,969 107,753 (28,071) 61,254
Net income ............................................... 6,294
Cash dividends paid ...................................... (8,733)
-------- ------ -------- --------- -------
Balance on December 31, 2000 ............................. $ 9,454 $2,969 $ 99,020 $ (21,777) $61,254
-------- ------ -------- --------- -------
See Accompanying Notes to Consolidated Financial Statements.
23
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
Coca-Cola Bottling Co. Consolidated (the "Company") is engaged in the
production, marketing and distribution of carbonated and noncarbonated
beverages, primarily products of The Coca-Cola Company. The Company operates in
portions of 11 states, principally in the southeastern region of the United
States.
The consolidated financial statements include the accounts of the Company
and its majority owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. Acquisitions recorded as purchases are
included in the statement of operations from the date of acquisition.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The fiscal years presented are the 52-week periods ended December 31, 2000,
January 2, 2000 and the 53-week period ended January 3, 1999. The Company's
fiscal year ends on the Sunday closest to December 31.
Certain prior year amounts have been reclassified to conform to current
year classifications.
The Company's more significant accounting policies are as follows:
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash in banks and cash
equivalents, which are highly liquid debt instruments with maturities of less
than 90 days.
Inventories
Inventories are stated at the lower of cost, determined on the first-in,
first-out method ("FIFO"), or market.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost and depreciated using
the straight-line method over the estimated useful lives of the assets.
Additions and major replacements or betterments are added to the assets at cost.
Maintenance and repair costs and minor replacements are charged to expense when
incurred. When assets are replaced or otherwise disposed of, the cost and
accumulated depreciation are removed from the accounts, and the gains or losses,
if any, are reflected in income.
Software
The Company adopted the provisions of the American Institute of Certified
Public Accountants' Statement of Position 98-1, "Accounting for the Cost of
Computer Software Developed or Obtained for Internal Use" in the first quarter
of 1999. This statement requires capitalization of certain costs incurred in the
development of internal-use software. Software is amortized using the
straight-line method over its estimated useful life.
Investment in Piedmont Coca-Cola Bottling Partnership
The Company beneficially owns a 50% interest in Piedmont Coca-Cola Bottling
Partnership ("Piedmont"). The Company accounts for its interest in Piedmont
using the equity method of accounting.
With respect to Piedmont, sales of soft drink products at cost, management
fee revenue and the Company's share of Piedmont's results from operations are
included in "Net sales." See Note 3 and Note 15 for additional information.
Revenue Recognition
Revenues are recognized when finished products are delivered to customers
and both title and the risks and rewards of ownership are transferred.
Appropriate provision is made for uncollectible accounts.
24
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
The Company provides deferred income taxes for the tax effects of temporary
differences between the financial reporting and income tax bases of the
Company's assets and liabilities.
Benefit Plans
The Company has a noncontributory pension plan covering substantially all
nonunion employees and one noncontributory pension plan covering certain union
employees. Costs of the plans are charged to current operations and consist of
several components of net periodic pension cost based on various actuarial
assumptions regarding future experience of the plans. In addition, certain other
union employees are covered by plans provided by their respective union
organizations. The Company expenses amounts as paid in accordance with union
agreements. The Company recognizes the cost of postretirement benefits, which
consist principally of medical benefits, during employees' periods of active
service.
Amounts recorded for benefit plans reflect estimates related to future
interest rates, investment returns, employee turnover, wage increases and health
care costs. The Company reviews all assumptions and estimates on an ongoing
basis.
Intangible Assets and Excess of Cost Over Fair Value of Net Assets of
Businesses Acquired
Identifiable intangible assets resulting from the acquisition of Coca-Cola
bottling franchises are being amortized on a straight-line basis over periods
ranging from 17 to 40 years. The excess of cost over fair value of net assets of
businesses acquired is being amortized on a straight-line basis over 40 years.
Impairment of Long-lived Assets
The Company continually monitors conditions that may affect the carrying
value of its intangible or other long-lived assets. When conditions indicate
potential impairment of an intangible or other long-lived asset, the Company
will undertake necessary market studies and reevaluate projected future cash
flows associated with the asset. When projected future cash flows, not
discounted for the time value of money, are less than the carrying value of the
asset, the asset will be written down to its estimated net realizable value.
Net Income Per Share
Basic earnings per share ("EPS") excludes dilution and is computed by
dividing net income available for common stockholders by the weighted average
number of Common and Class B Common shares outstanding. Diluted EPS gives effect
to all securities representing potential common shares that were dilutive and
outstanding during the period. In the calculation of diluted EPS, the
denominator includes the number of additional common shares that would have been
outstanding if the Company's outstanding stock options had been exercised.
Derivative Financial Instruments
The Company uses financial instruments to manage its exposure to movements
in interest rates. The use of these financial instruments modifies the exposure
of these risks with the intent to reduce the risk to the Company. The Company
does not use financial instruments for trading purposes, nor does it use
leveraged financial instruments.
Amounts receivable or payable under interest rate swap agreements are
included in other assets or other liabilities. Amounts paid or received under
interest rate swap agreements during their lives are recorded as adjustments to
interest expense. Deferred gains or losses on interest rate swap terminations
are amortized over the lives of the initial agreements as an adjustment to
interest expense.
Premiums paid for interest rate cap agreements are amortized to interest
expense over the terms of the agreements. Amounts receivable or payable under
interest rate cap agreements are included in other assets or other liabilities.
Insurance Programs
In general, the Company is self-insured for costs of casualty claims and
medical claims. The Company uses commercial insurance for casualty claims and
medical claims as a risk reduction strategy to minimize catastrophic losses.
Casualty
25
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
losses are provided for using actuarial assumptions and procedures followed in
the insurance industry, adjusted for company-specific history and expectations.
Marketing Costs and Support Arrangements
The Company directs various advertising and marketing programs supported by
The Coca-Cola Company or other franchisers. Under these programs, certain costs
incurred by the Company are reimbursed by the applicable franchiser. Franchiser
funding is recognized when performance measures are met or as funded costs are
incurred.
2. ACQUISITIONS AND DIVESTITURES
On May 28, 1999, the Company acquired substantially all of the outstanding
capital stock of Carolina Coca-Cola Bottling Company, Inc. ("Carolina") in
exchange for 368,482 shares of the Company's Common Stock, installment notes and
cash. The total purchase price was approximately $37 million. Carolina was a
Coca-Cola bottler with operations in central South Carolina.
On October 29, 1999, the Company acquired substantially all of the
outstanding capital stock of Lynchburg Coca-Cola Bottling Company, Inc.
("Lynchburg") for approximately $24 million. Lynchburg was a Coca-Cola bottler
with operations in central Virginia.
The Company used its lines of credit for the cash portion of the
acquisitions described above. These acquisitions have been accounted for under
the purchase method of accounting.
On September 29, 2000, the Company sold substantially all of its bottling
territory in the states of Kentucky and Ohio to Coca-Cola Enterprises Inc. The
Company received cash proceeds of $23.0 million related to the sale of this
territory and certain other operating assets. The Company recorded a pre-tax
gain of $8.8 million as a result of this sale. The bottling territory sold
represented approximately 3% of the Company's annual sales volume.
3. INVESTMENT IN PIEDMONT COCA-COLA BOTTLING PARTNERSHIP
On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont to
distribute and market soft drink products primarily in certain portions of North
Carolina and South Carolina. The Company and The Coca-Cola Company, through
their respective subsidiaries, each beneficially own a 50% interest in Piedmont.
The Company provides a portion of the soft drink products for Piedmont at cost
and receives a fee for managing the operations of Piedmont pursuant to a
management agreement.
Summarized financial information for Piedmont was as follows:
Dec. 31, Jan. 2,
2000 2000
----------- ----------
In Thousands
Current assets ................................. $ 48,068 $ 31,094
Noncurrent assets .............................. 319,788 331,979
-------- --------
Total assets ................................... $367,856 $363,073
-------- --------
Current liabilities ............................ $ 17,342 $ 15,370
Noncurrent liabilities ......................... 225,054 227,271
-------- --------
Total liabilities .............................. 242,396 242,641
Partners' equity ............................... 125,460 120,432
-------- --------
Total liabilities and partners' equity ......... $367,856 $363,073
-------- --------
Company's equity investment .................... $ 62,730 $ 60,216
-------- --------
26
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Year
-----------------------------------
2000 1999 1998
----------- ----------- -----------
In Thousands
Net sales ..................................... $286,781 $278,202 $269,312
Cost of sales ................................. 147,671 152,042 151,480
-------- -------- --------
Gross margin .................................. 139,110 126,160 117,832
Income from operations ........................ 18,948 7,803 11,974
Net income (loss) ............................. $ 5,028 $ (5,262) $ (958)
-------- -------- --------
Company's equity in net income (loss) ......... $ 2,514 $ (2,631) $ (479)
-------- -------- --------
4. INVENTORIES
Inventories were summarized as follows:
Dec. 31, Jan. 2,
2000 2000
--------- ----------
In Thousands
Finished products ................. $22,907 $26,240
Manufacturing materials ........... 13,330 10,476
Plastic pallets and other ......... 4,265 4,695
------- -------
Total inventories ................. $40,502 $41,411
------- -------
5. PROPERTY, PLANT AND EQUIPMENT
The principal categories and estimated useful lives of property, plant and
equipment were as follows:
Dec. 31, Jan. 2, Estimated
2000 2000 Useful Lives
----------- ---------- -------------
In Thousands
Land ................................................ $ 11,311 $ 12,251
Buildings ........................................... 97,012 96,072 10-50 years
Machinery and equipment ............................. 94,652 89,068 5-20 years
Transportation equipment ............................ 122,083 126,562 4-10 years
Furniture and fixtures .............................. 35,206 37,002 4-10 years
Vending equipment ................................... 285,772 291,844 6-13 years
Leasehold and land improvements ..................... 39,597 41,379 5-20 years
Software for internal use ........................... 17,207 10,523 3-7 years
Construction in progress ............................ 1,162 3,389
-------- --------
Total property, plant and equipment, at cost ........ 704,002 708,090
Less: Accumulated depreciation and amortization ..... 274,024 239,980
-------- --------
Property, plant and equipment, net .................. $429,978 $468,110
-------- --------
On January 15, 1999, the Company purchased approximately $155 million of
equipment (principally vehicles and vending equipment) previously leased under
various operating lease agreements. The assets purchased will continue to be
used in the distribution and sale of the Company's products and will be
depreciated over their remaining useful lives, which range from three years to
12.5 years. The Company used a combination of its revolving credit facility and
its lines of credit with certain banks to finance this purchase.
In the third quarter of 2000, the Company recorded a provision for
impairment of certain fixed assets for $3.1 million, which was classified in
"Other income (expense), net."
27
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. LEASED PROPERTY UNDER CAPITAL LEASES
The category and terms of the leased property under capital leases were as
follows:
Dec. 31, Jan. 2,
2000 2000 Terms
--------- ---------- ----------
In Thousands
Transportation and other equipment ................ $13,058 $13,434 1-4 years
Less: Accumulated amortization .................... 5,110 2,649
------- -------
Leased property under capital leases, net ......... $ 7,948 $10,785
------- -------
7. IDENTIFIABLE INTANGIBLE ASSETS
The principal categories and estimated useful lives of identifiable
intangible assets were as follows:
Dec. 31, Jan. 2, Estimated
2000 2000 Useful Lives
----------- ----------- -------------
In Thousands
Franchise rights ............................ $353,036 $361,710 40 years
Customer lists .............................. 54,864 54,864 17-23 years
Other ....................................... 16,668 16,668 17-23 years
-------- --------
Identifiable intangible assets .............. 424,568 $433,242
Less: Accumulated amortization .............. 139,726 127,459
-------- --------
Identifiable intangible assets, net ......... $284,842 $305,783
-------- --------
8. LONG-TERM DEBT
Long-term debt was summarized as follows:
Fixed(F) or
Interest Variable(V) Interest Dec. 31, Jan. 2,
Maturity Rate Rate Paid 2000 2000
----------- ---------------- ------------ --------------- ----------- ----------
In Thousands
Lines of Credit 2002 6.99% V Varies $ 12,900 $ 46,600
Term Loan Agreement 2004 7.14% V Varies 85,000 85,000
Term Loan Agreement 2005 7.14% V Varies 85,000 85,000
Medium-Term Notes 2000 10.00% F Semi-annually 25,500
Medium-Term Notes 2002 8.56% F Semi-annually 47,000 47,000
Debentures 2007 6.85% F Semi-annually 100,000 100,000
Debentures 2009 7.20% F Semi-annually 100,000 100,000
Debentures 2009 6.38% F Semi-annually 250,000 250,000
Other notes payable 2001-2006 5.75%-10.00% F Varies 12,250 13,499
-------- --------
692,150 752,599
Less: Portion of long-term debt payable within one year ................... 9,904 28,635
-------- --------
Long-term debt ............................................................ $682,246 $723,964
-------- --------
28
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The principal maturities of long-term debt outstanding on December 31, 2000
were as follows:
In Thousands
2001 ......................... $ 9,904
2002 ......................... 62,121
2003 ......................... 25
2004 ......................... 85,020
2005 ......................... 85,000
Thereafter ................... 450,080
--------
Total long-term debt ......... $692,150
--------
In December 1997, the Company extended the maturity date of the revolving
credit facility to December 2002 for borrowings of up to $170 million. The
agreement contains several covenants which establish ratio requirements related
to debt, interest expense and cash flow. A facility fee of 1/8% per year on the
banks' commitment is payable quarterly. There was no outstanding balance under
this facility as of December 31, 2000.
The Company borrows from time to time under lines of credit from various
banks. On December 31, 2000, the Company had approximately $170 million of
credit available under these lines, of which $12.9 million was outstanding.
Loans under these lines are made at the sole discretion of the banks at rates
negotiated at the time of borrowing. The Company intends to renew such
borrowings as they mature. To the extent that these borrowings and the
borrowings under the revolving credit facility do not exceed the amount
available under the Company's $170 million revolving credit facility, they are
classified as noncurrent liabilities.
On January 22, 1999, the Company filed an $800 million shelf registration
for debt and equity securities (which included $200 million of unused
availability from a prior shelf registration). On April 26, 1999 the Company
issued $250 million of 10-year debentures at a fixed interest rate of 6.375%.
The Company subsequently entered into interest rate swap agreements totaling
$100 million related to the newly issued debentures. The net proceeds from this
issuance were used principally for refinancing of short-term debt related to the
purchase of leased assets, with the remainder used to repay other bank debt.
After taking into account all of the interest rate hedging activities, the
Company had a weighted average interest rate of 7.1% for the debt portfolio as
of December 31, 2000 compared to 7.0% at January 2, 2000. The Company's overall
weighted average borrowing rate on its long-term debt was 7.3%, 6.8% and 7.1%
for 2000, 1999 and 1998, respectively.
As of December 31, 2000, after taking into account all of the interest rate
hedging activities, approximately $284 million or 41% of the total debt
portfolio was subject to changes in short-term interest rates.
If average interest rates for the Company's debt portfolio increased by 1%,
annual interest expense for the year ended December 31, 2000 would have
increased by approximately $3 million and net income would have been reduced by
approximately $1.9 million.
9. DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses interest rate hedging products to modify risk from
interest rate fluctuations in its underlying debt. The Company has historically
used derivative financial instruments from time to time to achieve a targeted
fixed/floating rate mix. This target is based upon anticipated cash flows from
operations relative to the Company's debt level and the potential impact of
increases in interest rates on the Company's overall financial condition.
The Company does not use derivative financial instruments for trading or
other speculative purposes nor does it use leveraged financial instruments. All
of the Company's outstanding interest rate swap agreements are LIBOR-based.
29
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivative financial instruments were summarized as follows:
December 31, 2000 January 2, 2000
------------------------ ----------------------
Notional Remaining Notional Remaining
Amount Term Amount Term
----------- ------------ ---------- -----------
In Thousands
Interest rate swaps-floating ......... $ 60,000 3.75 years
Interest rate swaps-fixed ............ 60,000 3.75 years
Interest rate swaps-fixed ............ 50,000 5 years
Interest rate swaps-floating ......... $100,000 8.25 years 100,000 9.25 years
Interest rate cap .................... 35,000 0.5 years
The Company had interest rate swaps with a notional amount of $100 million
at December 31, 2000, compared to $270 million as of January 2, 2000. In
September 2000, the Company terminated three interest rate swaps with a total
notional amount of $170 million. The gains or losses on the termination of these
swaps are being amortized over the remaining term of the initial swap
agreements.
The counterparties to these contractual arrangements are major financial
institutions with which the Company also has other financial relationships. The
Company is exposed to credit loss in the event of nonperformance by these
counterparties. However, the Company does not anticipate nonperformance by the
other parties.
10. FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in
estimating the fair values of its financial instruments:
Public Debt
The fair values of the Company's public debt are based on estimated market
prices.
Non-Public Variable Rate Long-Term Debt
The carrying amounts of the Company's variable rate borrowings approximate
their fair values.
Non-Public Fixed Rate Long-Term Debt
The fair values of the Company's fixed rate long-term borrowings are
estimated using discounted cash flow analyses based on the Company's current
incremental borrowing rates for similar types of borrowing arrangements.
Derivative Financial Instruments
Fair values for the Company's interest rate swaps are based on current
settlement values.
The carrying amounts and fair values of the Company's balance sheet and
off-balance-sheet instruments were as follows:
December 31, 2000 January 2, 2000
----------------------- -----------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
----------- ----------- ----------- -----------
In Thousands
Balance Sheet Instruments
- ----------------------------------------------
Public debt ................................. $497,000 $480,687 $522,500 $ 484,354
Non-public variable rate long-term debt ..... 182,900 182,900 216,600 216,600
Non-public fixed rate long-term debt ........ 12,250 12,433 13,499 13,670
Off-Balance-Sheet Instruments
- -----------------------------------------------
Interest rate swaps ......................... (1,669) (12,174)
30
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair values of the interest rate swaps at December 31, 2000 and January
2, 2000, represent the estimated amounts the Company would have had to pay to
terminate these agreements.
11. COMMITMENTS AND CONTINGENCIES
Operating lease payments are charged to expense as incurred. Such rental
expenses included in the consolidated statements of operations were $15.7
million, $13.7 million and $28.9 million for 2000, 1999 and 1998, respectively.
The following is a summary of future minimum lease payments for all capital
and operating leases as of December 31, 2000.
Capital Leases Operating Leases Total
---------------- ------------------ ----------
In Thousands
2001 .......................................................... $3,325 $16,481 $19,806
2002 .......................................................... 1,290 11,859 13,149
2003 .......................................................... 671 9,954 10,625
2004 .......................................................... 208 8,997 9,205
2005 .......................................................... 8,549 8,549
Thereafter .................................................... 35,749 35,749
------ ------- -------
Total minimum lease payments .................................. $5,494 $91,589 $97,083
------ ------- -------
Less: Amounts representing interest ........................... 395
------
Present value of minimum lease payments ....................... 5,099
------
Less: Current portion of obligations under capital leases ..... 3,325
------
Long-term portion of obligations under capital leases ......... $1,774
------
The Company is a member of South Atlantic Canners, Inc. ("SAC"), a
manufacturing cooperative, from which it is obligated to purchase a specified
number of cases of finished product on an annual basis. The minimal annual
purchases are approximately $40 million.
The Company guarantees a portion of the debt for one cooperative from which
the Company purchases plastic bottles. The Company also guarantees a portion of
debt for SAC. See Note 15 to the consolidated financial statements for
additional information concerning these financial guarantees. The total of all
debt guarantees on December 31, 2000 was $35.7 million.
The Company has entered into a purchase agreement for aluminum cans on an
annual basis through 2003. The estimated annual purchases under this agreement
are approximately $100 million for 2001, 2002 and 2003.
On August 3, 1999, North American Container, Inc. ("NAC") filed a Complaint
For Patent Infringement and Jury Demand (the "Complaint") against the Company
and a number of other defendants in the United States District Court for the
Northern District of Texas, Dallas Division, alleging that certain unspecified
blow-molded plastic containers used, made, sold, offered for sale and/or used by
the Company and other defendants infringe certain patents owned by the
plaintiff. NAC seeks an unspecified amount of compensatory damages for prior
infringement, seeks to have those damages trebled, seeks pre-judgment and
post-judgment interest, seeks attorneys fees and seeks an injunction prohibiting
future infringement and ordering the destruction of all infringing containers
and machinery used in connection with the manufacture of the infringing
products. The original Complaint names forty-two other defendants and additional
defendants have been added by amendment. The Company has obtained partial
indemnification from its suppliers for all damages it may incur in connection
with this proceeding. The Company has filed an answer to the Complaint, as
amended, and has denied the material allegations of NAC and seeks recovery of
attorney fees by having the case declared exceptional. The Company has also
filed a counterclaim seeking a declaration of invalidity and non-infringement. A
claims construction hearing was held in December 2000. The Court-appointed
Special Master has advised the Company to expect a ruling in April 2001.
31
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company is involved in other various claims and legal proceedings which
have arisen in the ordinary course of its business. The Company believes that
the ultimate disposition of the above noted litigation and its other claims and
legal proceedings will not have a material adverse effect on the financial
condition, cash flows or results of operations of the Company.
12. INCOME TAXES
The provision for income taxes consisted of the following:
Fiscal Year
--------------------------
2000 1999 1998
-------- -------- --------
In Thousands
Current:
Federal ......................... $ -- $ -- $ --
------ ------ ------
Total current provision .......... -- -- --
------ ------ ------
Deferred:
Federal ......................... 865 206 6,378
State ........................... 2,676 1,539 1,989
------ ------ ------
Total deferred provision ......... 3,541 1,745 8,367
------ ------ ------
Income tax expense ............... $3,541 $1,745 $8,367
------ ------ ------
Deferred income taxes are recorded based upon differences between the
financial statement and tax bases of assets and liabilities and available tax
credit carryforwards. Temporary differences and carryforwards that comprised
deferred income tax assets and liabilities were as follows:
Dec. 31, Jan. 2,
2000 2000
------------- ------------
In Thousands
Intangible assets ......................................... $ 105,746 $ 90,577
Depreciation .............................................. 83,943 66,257
Investment in Piedmont Coca-Cola Bottling Partnership ..... 27,428 25,855
Lease obligations ......................................... 19,775 19,775
Other ..................................................... 8,666 8,340
---------- ---------
Gross deferred income tax liabilities ..................... 245,558 210,804
---------- ---------
Net operating loss carryforwards .......................... (45,399) (32,413)
Leased assets ............................................. (15,820) (15,820)
AMT credits ............................................... (12,030) (9,978)
Deferred compensation ..................................... (13,822) (12,881)
Postretirement benefits ................................... (11,858) (12,071)
Interest rate swap terminations ........................... (2,624) (3,196)
Other ..................................................... (5,020) (9,831)
---------- ---------
Gross deferred income tax assets .......................... (106,573) (96,190)
---------- ---------
Deferred income tax liability ............................. $ 138,985 $ 114,614
---------- ---------
Net current deferred tax assets of $9.7 million and $9.6 million were
included in prepaid expenses and other current assets on December 31, 2000 and
January 2, 2000, respectively.
32
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reported income tax expense is reconciled to the amount computed on the
basis of income before income taxes at the statutory rate as follows:
Fiscal Year
-----------------------------
2000 1999 1998
--------- --------- ---------
In Thousands
Statutory expense ..................................... $3,442 $1,745 $8,135
Amortization of franchise and goodwill assets ......... 418 373 369
State income taxes, net of federal benefit ............ 9 (281) 463
Other ................................................. (328) (92) (600)
------ ------ ------
Income tax expense .................................... $3,541 $1,745 $8,367
====== ====== ======
On December 31, 2000, the Company had $114 million and $80 million of
federal and state net operating losses, respectively, available to reduce future
income taxes. The net operating loss carryforwards expire in varying amounts
through 2020.
13. CAPITAL TRANSACTIONS
On March 8, 1989, the Company granted J. Frank Harrison, Jr. an option for
the purchase of 100,000 shares of Common Stock exercisable at the closing
market price of the stock on the day of grant. The closing market price of the
stock on March 8, 1989 was $27.00 per share. The option is exercisable, in
whole or in part, at any time at the election of Mr. Harrison, Jr. over a
period of 15 years from the date of grant. This option has not been exercised
with respect to any such shares.
On August 9, 1989, the Company granted J. Frank Harrison, III an option for
the purchase of 150,000 shares of Common Stock exercisable at the closing market
price of the stock on the day of grant. The closing market price of the stock on
August 9, 1989 was $29.75 per share. The option may be exercised, in whole or in
part, during a period of 15 years beginning on the date of grant. This option
has not been exercised with respect to any such shares.
Effective November 23, 1998, J. Frank Harrison, Jr. exchanged 792,796
shares of the Company's Common Stock for 792,796 shares of Class B Common Stock
in a transaction previously approved by the Company's Board of Directors (the
"Harrison Exchange"). Mr. Harrison already owned the shares of Common Stock used
to make this exchange. This exchange took place in connection with a series of
simultaneous transactions related to Mr. Harrison Jr.'s personal estate
planning, the net effect of which was to transfer the entire ownership interest
in the Company previously held by Mr. Harrison and certain Harrison family
trusts into three Harrison family limited partnerships. J. Frank Harrison, Jr.,
in his capacity of Manager for J. Frank Harrison Family, LLC (the general
partner of the three family limited partnerships), exercises sole voting and
investment power with respect to the shares of the Company's Common Stock and
Class B Common Stock held by the family limited partnerships.
Pursuant to a Stock Rights and Restriction Agreement dated January 27,
1989, between the Company and The Coca-Cola Company, in the event that the
Company issues new shares of Class B Common Stock upon the exchange or exercise
of any security, warrant or option of the Company which results in The Coca-Cola
Company owning less than 20% of the outstanding shares of Class B Common Stock
and less than 20% of the total votes of all outstanding shares of all classes of
the Company, The Coca-Cola Company has the right to exchange shares of Common
Stock for shares of Class B Common Stock in order to maintain its ownership of
20% of the outstanding shares of Class B Common Stock and 20% of the total votes
of all outstanding shares of all classes of the Company. Under the Stock Rights
and Restrictions Agreement, The Coca-Cola Company also has a preemptive right to
purchase a percentage of any newly issued shares of any class as necessary to
allow it to maintain ownership of both 29.67% of the outstanding shares of
Common Stock of all classes and 22.59% of the total votes of all outstanding
shares of all classes. Effective November 23, 1998, in connection with the
Harrison Exchange and the related Harrison family limited partnership
transactions, The Coca-Cola Company, in the exercise of its rights under the
Stock Rights and Restrictions Agreement, exchanged 228,512 shares of the
Company's Common Stock which it held for 228,512 shares of the Company's Class B
Common Stock.
33
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On May 12, 1999, the stockholders of the Company approved a restricted
stock award for J. Frank Harrison, III, the Company's Chairman of the Board of
Directors and Chief Executive Officer, consisting of 200,000 shares of the
Company's Class B Common Stock. The award provides that the shares of restricted
stock would vest at the rate of 20,000 shares per year over a ten-year period.
The vesting of each annual installment is contingent upon the Company achieving
at least 80% of the Overall Goal Achievement Factor for the six selected
performance indicators used in determining bonuses for all officers under the
Company's Annual Bonus Plan. In 2000, the Company achieved more than 80% of the
Overall Goal Achievement Factor which resulted in the vesting of 20,000 shares,
effective as of January 1, 2001. Compensation expense in 2000 related to the
restricted stock award was $1.4 million. In 1999, the Company did not achieve at
least 80% of the Overall Goal Achievement Factor and thus, the 20,000 shares of
restricted stock for 1999 did not vest.
14. BENEFIT PLANS
Retirement benefits under the Company's principal pension plan are based on
the employee's length of service, average compensation over the five consecutive
years which gives the highest average compensation and the average of the Social
Security taxable wage base during the 35-year period before a participant
reaches Social Security retirement age. Contributions to the plan are based on
the projected unit credit actuarial funding method and are limited to the
amounts that are currently deductible for tax purposes.
The following tables set forth a reconciliation of the beginning and ending
balances of the projected benefit obligation, a reconciliation of beginning and
ending balances of the fair value of plan assets and funded status of the two
Company-sponsored pension plans:
Fiscal Year
----------------------
2000 1999
----------- ----------
In Thousands
Projected benefit obligation at beginning of year ......... $ 81,121 $ 82,898
Service cost .............................................. 3,606 3,375
Interest cost ............................................. 6,180 5,508
Actuarial gain ............................................ (1,732) (9,499)
Acquisition ............................................... 1,500
Benefits paid ............................................. (2,855) (2,661)
Other ..................................................... 33
-------- --------
Projected benefit obligation at end of year ............... $ 86,353 $ 81,121
-------- --------
Fair value of plan assets at beginning of year ............ $ 88,609 $ 74,624
Actual return on plan assets .............................. (1,100) 12,489
Employer contributions .................................... 3,069 2,222
Acquisition ............................................... 1,935
Benefits paid ............................................. (2,855) (2,661)
-------- --------
Fair value of plan assets at end of year .................. $ 87,723 $ 88,609
-------- --------
Dec. 31, Jan. 2,
2000 2000
--------- ----------
Funded status of the plans ............................... $1,370 $7,489
Unrecognized prior service cost .......................... (324) (491)
Unrecognized net loss .................................... 8,012 680
------ ------
Prepaid pension cost ..................................... $9,058 $7,678
------ ------
Prepaid pension costs are included in other assets.
34
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Net periodic pension cost for the Company-sponsored pension plans included
the following:
Fiscal Year
-----------------------------------
2000 1999 1998
----------- ----------- -----------
In Thousands
Service cost ........................................... $ 3,606 $ 3,375 $ 2,586
Interest cost .......................................... 6,180 5,508 4,934
Estimated return on plan assets ........................ (7,963) (6,659) (6,303)
Amortization of unrecognized transitional assets ....... (70)
Amortization of prior service cost ..................... (133) (135) (150)
Recognized net actuarial loss .......................... 965 7
-------- -------- --------
Net periodic pension cost .............................. $ 1,690 $ 3,054 $ 1,004
-------- -------- --------
The weighted average rate assumptions used in determining pension costs and
the projected benefit obligation were:
2000 1999
---------- ----------
Weighted average discount rate used in determining the actuarial present value of the
projected benefit obligation ....................................................... 7.75% 7.75%
Weighted average expected long-term rate of return on plan assets ................... 9.00% 9.00%
Weighted average rate of compensation increase ...................................... 4.00% 4.00%
The Company provides a 401(k) Savings Plan for substantially all of its
employees who are not part of collective bargaining agreements. Under provisions
of the Savings Plan, an employee is vested with respect to Company contributions
upon the completion of two years of service with the Company. The total cost for
this benefit in 2000, 1999 and 1998 was $3.1 million, $3.2 million and $2.0
million, respectively.
The Company currently provides employee leasing and management services to
employees of Piedmont and SAC. Piedmont and SAC employees participate in the
Company's employee benefit plans.
The Company provides postretirement benefits for substantially all of its
employees. The Company recognizes the cost of postretirement benefits, which
consist principally of medical benefits, during employees' periods of active
service. The Company does not pre-fund these benefits and has the right to
modify or terminate certain of these benefits in the future.
35
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables set forth a reconciliation of the beginning and ending
balances of the benefit obligation, a reconciliation of the beginning and ending
balances of fair value of plan assets and funded status of the Company's
postretirement plan:
Fiscal Year
----------------------
2000 1999
----------- ----------
In Thousands
Benefit obligation at beginning of year ................ $ 36,501 $ 39,779
Service cost ........................................... 852 954
Interest cost .......................................... 2,816 2,608
Plan participants' contributions ....................... 607 614
Actuarial (gain) loss .................................. 10,251 (4,994)
Benefits paid .......................................... (3,067) (2,460)
-------- --------
Benefit obligation at end of year ...................... $ 47,960 $ 36,501
-------- --------
Fair value of plan assets at beginning of year ......... $ -- $ --
Employer contributions ................................. 2,460 1,846
Plan participants' contributions ....................... 607 614
Benefits paid .......................................... (3,067) (2,460)
-------- --------
Fair value of plan assets at end of year ............... $ -- $ --
-------- --------
Dec. 31, Jan. 2,
2000 2000
------------- -------------
In Thousands
Funded status of the plan ................................. $ (47,960) $ (36,501)
Unrecognized net loss ..................................... 21,414 11,656
Unrecognized prior service cost ........................... (271) (295)
Contributions between measurement date and fiscal year-end 864 483
--------- ---------
Accrued liability ......................................... $ (25,953) $ (24,657)
--------- ---------
The components of net periodic postretirement benefit cost were as follows:
Fiscal Year
-------------------------------
2000 1999 1998
---------- ---------- ---------
In Thousands
Service cost ............................................ $ 852 $ 954 $ 604
Interest cost ........................................... 2,816 2,608 2,350
Amortization of unrecognized transitional assets ........ (25) (25) (25)
Recognized net actuarial loss ........................... 493 745 422
------ ------ ------
Net periodic postretirement benefit cost ................ $4,136 $4,282 $3,351
------ ------ ------
The weighted average discount rate used to estimate the postretirement
benefit obligation was 7.75% as of December 31, 2000 and January 2, 2000.
The weighted average health care cost trend used in measuring the
postretirement benefit expense was 5.25% in 2000 and is projected to remain at
that level thereafter. A 1% increase or decrease in this annual cost trend would
have impacted the postretirement benefit obligation and net periodic
postretirement benefit cost as follows:
In Thousands
--------------------------
Impact on 1% Increase 1% Decrease
- --------- ------------- ------------
Postretirement benefit obligation at December 31, 2000 ..... $5,213 $ (4,280)
Net periodic postretirement benefit cost in 2000 ........... 663 (525)
36
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. RELATED PARTY TRANSACTIONS
The Company's business consists primarily of the production, marketing and
distribution of soft drink products of The Coca-Cola Company, which is the sole
owner of the secret formulas under which the primary components (either
concentrates or syrups) of its soft drink products are manufactured.
Accordingly, the Company purchases a substantial majority of its requirements of
concentrates and syrups from The Coca-Cola Company in the ordinary course of its
business. The Company paid The Coca-Cola Company approximately $237 million,
$258 million and $225 million in 2000, 1999 and 1998, respectively, for
sweetener, syrup, concentrate and other miscellaneous purchases. Additionally,
the Company engages in a variety of marketing programs, local media advertising
and similar arrangements to promote the sale of products of The Coca-Cola
Company in bottling territories operated by the Company. Direct marketing
funding support provided to the Company by The Coca-Cola Company was
approximately $51 million, $55 million and $52 million in 2000, 1999 and 1998,
respectively. Additionally, the Company earned approximately $1 million, $15
million and $16 million in 2000, 1999 and 1998, respectively, related to cold
drink infrastructure support. The marketing funding related to cold drink
infrastructure support is covered under a multi-year agreement which includes
certain annual performance requirements. The Company is in compliance with all
such performance requirements, as amended. In addition, the Company paid
approximately $26 million, $29 million and $28 million in 2000, 1999 and 1998,
respectively, for local media and marketing program expense pursuant to
cooperative advertising and cooperative marketing arrangements with The
Coca-Cola Company.
The Company has a production arrangement with Coca-Cola Enterprises Inc.
("CCE") to buy and sell finished products at cost. The Coca-Cola Company has
significant equity interests in the Company and CCE. As of December 31, 2000,
CCE has a 7.0% equity interest in the Company's total outstanding stock. Sales
to CCE under this agreement were $20.0 million, $21.0 million and $24.0 million
in 2000, 1999 and 1998, respectively. Purchases from CCE under this arrangement
were $15.0 million, $15.3 million and $15.3 million in 2000, 1999 and 1998,
respectively.
In December 1996, the Board of Directors awarded a retirement benefit to J.
Frank Harrison, Jr., Chairman-Emeritus of the Board of Directors of the Company,
for, among other things, his past service to the Company. The Company recorded a
non-cash, after-tax charge of $2.7 million in the fourth quarter of 1996 related
to this agreement. Additionally, the Company entered into an agreement for
consulting services with J. Frank Harrison, Jr. beginning in 1997. Payments in
2000, 1999 and 1998 related to the consulting services agreement totaled
$200,000 each year.
On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont. The
Company and The Coca-Cola Company, through their respective subsidiaries, each
beneficially own a 50% interest in Piedmont. The Company provides a portion of
the soft drink products for Piedmont at cost and receives a fee for managing the
operations of Piedmont pursuant to a management agreement. The Company sold
product at cost to Piedmont during 2000, 1999 and 1998 totaling $53.5 million,
$56.4 million and $55.8 million, respectively.
The Company received $13.6 million, $14.2 million and $14.2 million for
management services pursuant to its management agreement with Piedmont for 2000,
1999 and 1998, respectively.
The Company also subleases various fleet and vending equipment to Piedmont
at cost. These sublease rentals amounted to $11.0 million, $10.0 million and
$7.1 million in 2000, 1999 and 1998, respectively. In addition, Piedmont
subleases various fleet and vending equipment to the Company at cost. These
sublease rentals amounted to $.2 million, $.2 million and $1.6 million in 2000,
1999 and 1998, respectively.
On November 30, 1992, the Company and the previous owner of the Company's
Snyder Production Center in Charlotte, North Carolina agreed to the early
termination of the Company's lease. Harrison Limited Partnership One ("HLP")
purchased the property contemporaneously with the termination of the lease, and
the Company leased its Snyder Production Center from HLP pursuant to a ten-year
lease that was to expire on November 30, 2002. HLP's sole general partner is a
corporation of which J. Frank Harrison, Jr. is the sole shareholder. HLP's sole
limited partner is a trust of which J. Frank Harrison, III, Chairman of the
Board of Directors and Chief Executive Officer of the Company, and Reid M.
Henson, Director of the Company are co-trustees. On August 9, 2000, a Special
Committee of the Board of Directors approved the sale of property and
improvements adjacent to the Snyder Production Center to HLP and a new lease of
both the conveyed property and the Snyder Production Center from HLP, which
expires on December 31, 2010. The sale closed on December 15,
37
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2000 at a price of $10.5 million. The annual base rent the Company is obligated
to pay for its lease of this property is subject to adjustment for an inflation
factor and for increases or decreases in interest rates, using LIBOR as the
measurement device. Rent expense for this property totaled $2.9 million, $2.6
million and $2.7 million in 2000, 1999 and 1998, respectively.
In May 2000, the Company entered into a five-year consulting agreement
with Reid M. Henson. Mr. Henson served as a Vice Chairman of the Board of
Directors from 1983 to May 2000. Payments in 2000 related to the consulting
agreement totaled $204,000.
On June 1, 1993, the Company entered into a lease agreement with Beacon
Investment Corporation related to the Company's headquarters office building.
Beacon Investment Corporation's sole shareholder is J. Frank Harrison, III. On
January 5, 1999, the Company entered into a new 10-year lease agreement with
Beacon Investment Corporation which includes the Company's headquarters office
building and an adjacent office facility. The annual base rent the Company is
obligated to pay under this lease is subject to adjustment for increases in the
Consumer Price Index and for increases or decreases in interest rates using the
Adjusted Eurodollar Rate as the measurement device. Rent expense under this
lease totaled $3.6 million and $3.1 million in 2000 and 1999, respectively. Rent
expense under the previous lease totaled $2.1 million in 1998.
The Company is a shareholder in two cooperatives from which it purchases
substantially all its requirements for plastic bottles. Net purchases from these
entities were approximately $49 million, $45 million and $50 million in 2000,
1999 and 1998, respectively. In connection with its participation in one of
these cooperatives, the Company has guaranteed a portion of the cooperative's
debt. Such guarantee amounted to $20.4 million as of December 31, 2000.
The Company is a member of SAC, a manufacturing cooperative. SAC sells
finished products to the Company and Piedmont at cost. The Company also manages
the operations of SAC pursuant to a management agreement. Management fees from
SAC were $1.0 million, $1.3 million and $1.2 million in 2000, 1999 and 1998,
respectively. Also, the Company has guaranteed a portion of debt for SAC. Such
guarantee was $15.0 million as of December 31, 2000.
The Company purchases certain computerized data management products and
services related to inventory control and marketing program support from Data
Ventures LLC ("Data Ventures"), a Delaware limited liability company in which
the Company holds a 31.25% equity interest. Also, J. Frank Harrison, III,
Chairman of the Board of Directors and Chief Executive Officer of the Company,
holds a 32.5% equity interest in Data Ventures. On September 30, 1997, Data
Ventures obtained a $1.9 million unsecured line of credit from the Company. In
December 1999, this line of credit was increased to $3.0 million. Data Ventures
was indebted to the Company for $2.8 million and $2.1 million as of December 31,
2000 and January 2, 2000, respectively. The Company purchased products and
services from Data Ventures for $414,000, $154,000 and $237,000 in 2000, 1999
and 1998, respectively.
16. RESTRUCTURING
In November 1999, the Company announced a plan to restructure its
operations by consolidating sales divisions and reducing its workforce.
Approximately 300 positions were eliminated as a result of the restructuring.
The Company recorded a pre-tax restructuring charge of $2.2 million in the
fourth quarter of 1999, which was funded by cash flow from operations. The
restructuring has been completed and substantially all amounts have been paid.
38
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. EARNINGS PER SHARE
The following table sets forth the computation of basic net income per
share and diluted net income per share:
2000 1999 1998
----------- ----------- ------------
In Thousands (Except Per Share Data)
Numerator:
- -----------
Numerator for basic net income and diluted net income .............................. $ 6,294 $ 3,241 $ 14,878
------- ------- --------
Denominator:
- -------------
Denominator for basic net income per share -- weighted average common shares ....... 8,733 8,588 8,365
Effect of dilutive securities -- Stock options ..................................... 89 120 130
------- ------- --------
Denominator for diluted net income per share -- adjusted weighted average common
shares ........................................................................... 8,822 8,708 8,495
======= ======= ========
Basic net income per share ......................................................... $ .72 $ .38 $ 1.78
======= ======= ========
Diluted net income per share ....................................................... $ .71 $ .37 $ 1.75
======= ======= ========
18. RISKS AND UNCERTAINTIES
Approximately 90% of the Company's sales are products of The Coca-Cola
Company, which is the sole supplier of the concentrate required to manufacture
these products. The remaining 10% of the Company's sales are products of various
other beverage companies. The Company has bottling contracts under which it has
various requirements to meet. Failure to meet the requirements of these bottling
contracts could result in the loss of distribution rights for the respective
product.
The Company currently obtains all of its aluminum cans from one domestic
supplier. The Company currently obtains all of its PET bottles from two domestic
cooperatives. The inability of either of these aluminum can or PET bottle
suppliers to meet the Company's requirement for containers could result in
short-term shortages until alternative sources of supply could be located. The
Company attempts to mitigate these risks by working closely with key suppliers
and by purchasing business interruption insurance where appropriate.
The Company makes significant expenditures each year on fuel for product
delivery. Material increases in the cost of fuel may result in a reduction in
earnings to the extent the Company is not able to increase its selling prices to
offset the increase in fuel costs.
Certain liabilities of the Company are subject to risk of changes in both
long-term and short-term interest rates. These liabilities include floating rate
debt, leases with payments determined on floating interest rates, postretirement
benefit obligations and the Company's nonunion pension liability.
Less than 10% of the Company's labor force is currently covered by
collective bargaining agreements. Three collective bargaining contracts covering
approximately 1% of the Company's employees expire during 2001.
In March 2000, at the end of a collective bargaining agreement in
Huntington, West Virginia, the Company and Teamsters Local Union 505 were unable
to reach agreement on wages and benefits. The union elected to strike and other
Teamster-represented sales centers in West Virginia joined in a sympathy strike.
As of August 7, 2000, the Company and the respective local unions settled all
outstanding issues.
Material changes in the performance requirements or decreases in levels of
marketing funding historically provided under marketing programs with The
Coca-Cola Company and other franchisers, or the Company's inability to meet the
performance requirements for the anticipated levels of such marketing funding
support payments, would adversely affect future earnings. The Coca-Cola Company
is under no obligation to continue marketing funding at past levels.
39
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
19. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Changes in current assets and current liabilities affecting cash, net of
effects of acquisitions and divestitures, were as follows:
Fiscal Year
--------------------------------------
2000 1999 1998
------------ ------------ ------------
In Thousands
Accounts receivable, trade, net .................................... $ (2,294) $ (1,017) $ (1,304)
Accounts receivable from The Coca-Cola Company ..................... 638 4,073 (5,401)
Accounts receivable, other ......................................... 5,691 (5,419) 862
Inventories ........................................................ 712 (2,487) (1,612)
Prepaid expenses and other assets .................................. (757) 2,542 (2,778)
Accounts payable and accrued liabilities ........................... (15,353) 10,989 5,986
Accounts payable to The Coca-Cola Company .......................... 1,456 (2,848) 1,086
Accrued interest payable ........................................... (6,347) 1,505 1,287
Due to (from) Piedmont Coca-Cola Bottling Partnership .............. 13,700 2,301 2,444
--------- -------- --------
(Increase) decrease in current assets less current liabilities ..... $ (2,554) $ 9,639 $ 570
--------- -------- --------
Cash payments for interest and income taxes were as follows:
Fiscal Year
--------------------------------
2000 1999 1998
---------- ---------- ----------
In Thousands
Interest .............................. $58,736 $48,221 $38,046
Income taxes (net of refunds) ......... 2,830 1,939 1,925
20. NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") has issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities." As
subsequently amended by FASB Statement No. 138, Statement No. 133 is effective
for all fiscal quarters of all fiscal years beginning after June 15, 2000.
Statement No. 133 will require the Company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted
to fair value through income. If the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of derivatives will either be
offset against the change in fair value of the hedged assets, liabilities or
firm commitments through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings.
The Company will adopt the provisions of Statement No. 133 in the first quarter
of 2001. The adoption of Statement No. 133 will not have a material impact on
the earnings and financial position of the Company.
40
COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
21. QUARTERLY FINANCIAL DATA (UNAUDITED)
Set forth below are unaudited quarterly financial data for the fiscal years
ended December 31, 2000 and January 2, 2000.
Quarter
-----------------------------------------------
1 2 3 4
----------- ----------- ----------- -----------
In Thousands (Except Per Share Data)
Year Ended December 31, 2000
- ----------------------------
Net sales ................................... $228,184 $270,933 $258,565 $237,452
Gross margin ................................ 105,941 127,931 121,006 110,015
Net income (loss) ........................... (1,957) 6,317 6,398 (4,464)
Basic net income (loss) per share ........... (.22) .72 .73 (.51)
Diluted net income (loss) per share ......... (.22) .71 .73 (.51)
Quarter
-----------------------------------------------
1 2 3 4
----------- ----------- ----------- -----------
In Thousands (Except Per Share Data)
Year Ended January 2, 2000
- --------------------------
Net sales ................................... $220,263 $261,037 $260,284 $230,967
Gross margin ................................ 92,152 115,646 117,356 104,284
Restructuring expense ....................... 2,232
Net income (loss) ........................... (4,480) 6,166 5,827 (4,272)
Basic net income (loss) per share ........... (.54) .72 .67 (.49)
Diluted net income (loss) per share ......... (.54) .71 .66 (.49)
41
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF COCA-COLA BOTTLING CO.
CONSOLIDATED
In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Coca-Cola Bottling Co. Consolidated and its subsidiaries at December
31, 2000 and January 2, 2000, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedules listed
in the accompanying index present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedules are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 14, 2001
42
The financial statement schedule required by Regulation S-X is set forth in
response to Item 14 below.
The supplementary data required by Item 302 of Regulation S-K is set forth
in Note 21 to the financial statements.
Item 9 -- Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
Item 10 -- Directors and Executive Officers of the Company
For information with respect to the executive officers of the Company, see
"Executive Officers of the Registrant" at the end of Part I of this Report. For
information with respect to the Directors of the Company, see the "Election of
Directors" section of the Proxy Statement for the 2001 Annual Meeting of
Stockholders to be filed with the Securities and Exchange Commission, which is
incorporated herein by reference. For information with respect to Section 16
reports for directors and executive officers of the Company, see the "Election
of Directors -- Section 16(a) Beneficial Ownership Reporting Compliance" section
of the Proxy Statement for the 2001 Annual Meeting of Stockholders.
Item 11 -- Executive Compensation
For information with respect to executive and director compensation, see
the "Executive Compensation," "Report of the Compensation Committee on Executive
Compensation," "Compensation Committee Interlocks and Insider Participation,"
"Election of Directors -- The Board of Directors and its Committees" and "Common
Stock Performance Graph" sections of the Proxy Statement for the 2001 Annual
Meeting of Stockholders to be filed with the Securities and Exchange Commission,
which are incorporated herein by reference.
Item 12 -- Security Ownership of Certain Beneficial Owners and Management
For information with respect to security ownership of certain beneficial
owners and management, see the "Principal Stockholders" and "Election of
Directors -- Beneficial Ownership of Management" sections of the Proxy Statement
for the 2001 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission, which are incorporated herein by reference.
Item 13 -- Certain Relationships and Related Transactions
For information with respect to certain relationships and related
transactions, see the "Certain Transactions" section of the Proxy Statement for
the 2001 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission, which is incorporated herein by reference.
PART IV
Item 14 -- Exhibits, Financial Statement Schedules and Reports on Form 8-K
A. List of Documents filed as part of this report.
1. Financial Statements
Consolidated Statements of Operations
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Stockholders' Equity
Notes to Consolidated Financial Statements
Report of Independent Accountants
2. Financial Statement Schedule
Schedule II -- Valuation and Qualifying Accounts and Reserves
All other financial statements and schedules not listed have been
omitted because the required information is included in the
consolidated financial statements or the notes thereto, or is not
applicable or required.
43
3. Listing of Exhibits:
Incorporated by Reference
Number Description or Filed Herewith
- ----------- ------------------------------------------------------------- ---------------------------------------------
(3.1) Bylaws of the Company, as amended. Filed herewith.
(3.2) Restated Certificate of Incorporation of the Company. Exhibit 3.1 to the Company's Registration
Statement (No. 33-54657) on Form S-3.
(4.1) Specimen of Common Stock Certificate. Exhibit 4.1 to the Company's Registration
Statement (No. 2-97822) on Form S-1.
(4.2) Specimen Fixed Rate Note under the Company's Exhibit 4.1 to the Company's Current Report
Medium-Term Note Program, pursuant to which it may on Form 8-K dated February 14, 1990.
issue, from time to time, up to $200 million aggregate
principal amount of its Medium-Term Notes, Series A.
(4.3) Indenture dated as of October 15, 1989 between the Exhibit 4 to the Company's Registration
Company and Manufacturers Hanover Trust Company of Statement (No. 33-31784) on Form S-3 as
California, as Trustee, in connection with the Company's filed on February 14, 1990.
$200 million shelf registration of its Medium-Term
Notes, Series A, due from nine months to 30 years from
date of issue.
(4.4) Supplemental Indenture, dated as of March 3, 1995, Exhibit 4.15 to the Company's Annual Report,
between the Company and NationsBank of Georgia, as amended, on Form 10-K/A-2 for the fiscal
National Association, as Trustee. year ended January 1, 1995.
(4.5) Form of the Company's 6.85% Debentures due 2007. Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended
October 1, 1995.
(4.6) Loan Agreement dated as of November 20, 1995 Exhibit 4.13 to the Company's Annual Report
between the Company and LTCB Trust Company, as on Form 10-K for the fiscal year ended
Agent, and other banks named therein. December 31, 1995.
(4.7) Amended and Restated Credit Agreement dated as of Exhibit 4.14 to the Company's Annual Report
December 21, 1995 between the Company and on Form 10-K for the fiscal year ended
NationsBank, N.A., Bank of America National Trust and December 31, 1995.
Savings Association and other banks named therein.
(4.8) Amendment, dated as of July 22, 1997, to Loan Exhibit 4.1 to the Company's Quarterly
Agreement dated November 20, 1995, between the Report on Form 10-Q for the quarter ended
Company and LTCB Trust Company, as Agent, and June 29, 1997.
other banks named therein.
(4.9) Form of the Company's 7.20% Debentures due 2009. Exhibit 4.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended
June 29, 1997.
(4.10) Form of the Company's 6.375% Debentures due 2009. Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended
April 4, 1999.
(4.11) Assignment and Release Agreement, dated as of Exhibit 4.11 to the Company's Annual Report
October 6, 1999, by and between The Long-Term Credit on Form 10-K for the fiscal year ended
Bank of Japan, Limited and General Electric Capital January 2, 2000.
Corporation.
(4.12) Second Amendment dated as of February 24, 2000 (to Exhibit 4.12 to the Company's Annual Report
Loan Agreement designated as Exhibit 4.6) by and on Form 10-K for the fiscal year ended
among the Company and General Electric Capital January 2, 2000.
Corporation, as agent.
(4.13) The Registrant, by signing this report, agrees to furnish
the Securities and Exchange Commission, upon its
request, a copy of any instrument which defines the
rights of holders of long-term debt of the Registrant and
its subsidiaries for which consolidated financial
statements are required to be filed, and which authorizes
a total amount of securities not in excess of 10 percent
of total assets of the Registrant and its subsidiaries on a
consolidated basis.
44
Incorporated by Reference
Number Description or Filed Herewith
- ---------- ----------------------------------------------------------- ---------------------------------------------
(10.1) Employment Agreement of James L. Moore, Jr. dated as Exhibit 10.2 to the Company's Annual Report
of March 16, 1987. ** on Form 10-K for the fiscal year ended
December 31, 1986.
(10.2) Amendment, dated as of May 18, 1994, to Employment Exhibit 10.84 to the Company's Annual
Agreement designated as Exhibit 10.1. ** Report on Form 10-K for the fiscal year
ended January 1, 1995.
(10.3) Stock Rights and Restrictions Agreement by and Exhibit 28.01 to the Company's Current
between Coca-Cola Bottling Co. Consolidated and The Report on Form 8-K dated January 27, 1989.
Coca-Cola Company dated January 27, 1989.
(10.4) Description and examples of bottling franchise Exhibit 10.20 to the Company's Annual
agreements between the Company and The Coca-Cola Report on Form 10-K for the fiscal year
Company. ended December 31, 1988.
(10.5) Lease, dated as of January 1, 1999, by and between the Filed herewith.
Company and the Ragland Corporation, related to the
production/distribution facility in Nashville, Tennessee.
(10.6) Supplemental Savings Incentive Plan, dated as of Exhibit 10.36 to the Company's Annual
April 1, 1990 between certain Eligible Employees of the Report on Form 10-K for the fiscal year
Company and the Company. ** ended December 30, 1990.
(10.7) Description and example of Deferred Compensation Exhibit 19.1 to the Company's Annual Report
Agreement, dated as of October 1, 1987, between on Form 10-K for the fiscal year ended
Eligible Employees of the Company and the Company December 30, 1990.
under the Officer's Split-Dollar Life Insurance Plan.**
(10.8) Officer Retention Plan, dated as of January 1, 1991, Exhibit 10.47 to the Company's Annual
between certain Eligible Officers of the Company and Report on Form 10-K for the fiscal year
the Company. ** ended December 29, 1991.
(10.9) Purchase and Sale Agreement, dated as of December 15, Filed herewith.
2000, between the Company and Harrison Limited
Partnership One, related to land adjacent to the Snyder
Production Center in Charlotte, North Carolina.
(10.10) Lease Agreement, dated as of December 15, 2000, Filed herewith.
between the Company and Harrison Limited Partnership
One, related to the Snyder Production Center in
Charlotte, North Carolina and a distribution center
adjacent thereto.
(10.11) Partnership Agreement of Carolina Coca-Cola Bottling Exhibit 2.01 to the Company's Current Report
Partnership,* dated as of July 2, 1993, by and among on Form 8-K dated July 2, 1993.
Carolina Coca-Cola Bottling Investments, Inc.,
Coca-Cola Ventures, Inc., Coca-Cola Bottling Co.
Affiliated, Inc., Fayetteville Coca-Cola Bottling
Company and Palmetto Bottling Company.
(10.12) Definition and Adjustment Agreement, dated July 2, Exhibit 2.05 to the Company's Current Report
1993, by and among Carolina Coca-Cola Bottling on Form 8-K dated July 2, 1993.
Partnership,* Coca-Cola Ventures, Inc., Coca-Cola
Bottling Co. Consolidated, CCBC of Wilmington, Inc.,
Carolina Coca-Cola Bottling Investments, Inc., The
Coca-Cola Company, Carolina Coca-Cola Holding
Company, The Coastal Coca-Cola Bottling Company,
Eastern Carolina Coca-Cola Bottling Company, Inc.,
Coca-Cola Bottling Co. Affiliated, Inc., Fayetteville
Coca-Cola Bottling Company and Palmetto Bottling
Company.
(10.13) Management Agreement, dated as of July 2, 1993, by Exhibit 10.01 to the Company's Current
and among Coca-Cola Bottling Co. Consolidated, Report on Form 8-K dated July 2, 1993.
Carolina Coca-Cola Bottling Partnership,* CCBC of
Wilmington, Inc., Carolina Coca-Cola Bottling
Investments, Inc., Coca-Cola Ventures, Inc. and Palmetto
Bottling Company.
45
Incorporated by Reference
Number Description or Filed Herewith
- ----------- ------------------------------------------------------------ ------------------------------------------
(10.14) First Amendment to Management Agreement designated Filed herewith.
as Exhibit 10.13, dated as of January 1, 2001.
(10.15) Post-Retirement Medical and Life Insurance Benefit Exhibit 10.02 to the Company's Current
Reimbursement Agreement, dated July 2, 1993, by and Report on Form 8-K dated July 2, 1993.
between Carolina Coca-Cola Bottling Partnership* and
Coca-Cola Bottling Co. Consolidated.
(10.16) Amended and Restated Guaranty Agreement, dated as of Exhibit 10.06 to the Company's Quarterly
July 15, 1993 re: Southeastern Container, Inc. Report on Form 10-Q for the quarter ended
July 4, 1993.
(10.17) Management Agreement, dated as of June 1, 1994, by Exhibit 10.6 to the Company's Quarterly
and among Coca-Cola Bottling Co. Consolidated and Report on Form 10-Q for the quarter ended
South Atlantic Canners, Inc. July 3, 1994.
(10.18) Selling Agency Agreement, dated as of March 3, 1995, Exhibit 10.83 to the Company's Annual
between the Company, Salomon Brothers Inc. and Report on Form 10-K for the fiscal year
Citicorp Securities, Inc. ended January 1, 1995.
(10.19) Agreement, dated as of March 1, 1994, between the Exhibit 10.85 to the Company's Annual
Company and South Atlantic Canners, Inc. Report on Form 10-K for the fiscal year
ended January 1, 1995.
(10.20) Stock Option Agreement, dated as of March 8, 1989, of Exhibit 10.86 to the Company's Annual
J. Frank Harrison, Jr. ** Report on Form 10-K for the fiscal year
ended January 1, 1995.
(10.21) Stock Option Agreement, dated as of August 9, 1989, of Exhibit 10.87 to the Company's Annual
J. Frank Harrison, III. ** Report on Form 10-K for the fiscal year
ended January 1, 1995.
(10.22) Guaranty Agreement and Addendum, dated as of Exhibit 10.9 to the Company's Quarterly
March 31, 1995, between the Company and Wachovia Report on Form 10-Q for the quarter ended
Bank of North Carolina, N.A. April 2, 1995.
(10.23) Description of the Company's 2001 Bonus Plan for Filed herewith.
officers. **
(10.24) Agreement for Consultation and Services between the Exhibit 10.54 to the Company's Annual
Company and J. Frank Harrison, Jr. ** Report on Form 10-K for the fiscal year
ended December 29, 1996.
(10.25) Retirement and Consulting Agreement, effective as of Filed herewith.
May 31, 2000, between the Company and Reid M.
Henson. **
(10.26) Agreement to assume liability for postretirement benefits Exhibit 10.55 to the Company's Annual
between the Company and Piedmont Coca-Cola Bottling Report on Form 10-K for the fiscal year
Partnership. ended December 29, 1996.
(10.27) Participation Agreement (Coca-Cola Trust No. 97-1) Exhibit 10.1 to the Company's Quarterly
dated as of April 10, 1997 between the Company (as Report on Form 10-Q for the quarter ended
Lessee), First Security Bank, National Association March 30, 1997.
(solely as Owner Trustee under Coca-Cola Trust No.
97-1) and the other financial institutions listed therein.
(10.28) Master Equipment Lease Agreement (Coca-Cola Trust Exhibit 10.2 to the Company's Quarterly
No. 97-1) dated as of April 10, 1997 between the Report on Form 10-Q for the quarter ended
Company (as Lessee) and First Security Bank, National March 30, 1997.
Association (solely as Owner Trustee under Coca-Cola
Trust No. 97-1).
(10.29) Franchise Asset Purchase Agreement, dated as of Exhibit 10.58 to the Company's Annual
January 21, 1998, by and among Coca-Cola Bottling Report on Form 10-K for the fiscal year
Company Southeast, Incorporated, as Seller, NABC, ended December 28, 1997.
Inc., an indirect wholly-owned subsidiary of Guarantor,
as Buyer, and Coca-Cola Bottling Co. Consolidated, as
Guarantor.
46
Incorporated by Reference
Number Description or Filed Herewith
- ----------- -------------------------------------------------------- ------------------------------------------
(10.30) Operating Asset Purchase Agreement, dated as of Exhibit 10.59 to the Company's Annual
January 21, 1998, by and among Coca-Cola Bottling Report on Form 10-K for the fiscal year
Company Southeast, Incorporated, as Seller, CCBC of ended December 28, 1997.
1997. Nashville, L.P., an indirect wholly-owned
subsidiary of Guarantor, as Buyer, and Coca-Cola
Bottling Co. Consolidated, as Guarantor.
(10.31) Lease Agreement, dated as of January 5, 1999, between Exhibit 10.61 to the Company's Annual
the Company and Beacon Investment Corporation, Report on Form 10-K for the fiscal year
related to the Company's corporate headquarters and an ended January 3, 1999.
adjacent office building in Charlotte, North Carolina.
(10.32) Coca-Cola Bottling Co. Consolidated Director Deferral Exhibit 10.1 to the Company's Quarterly
Plan, dated as of January 1, 1998. ** Report on Form 10-Q for the quarter ended
March 29, 1998.
(10.33) Agreement and Plan of Merger dated as of Exhibit 10.1 to the Company's Quarterly
September 29, 1999, by and among Lynchburg Report on Form 10-Q for the quarter ended
Coca-Cola Bottling Co., Inc., Coca-Cola Bottling Co. October 3, 1999.
Consolidated, LCCB Merger Co., Certain Shareholders
of Lynchburg Coca-Cola Bottling Co., Inc. and George
M. Lupton, Jr. as the shareholders' representative.
(10.34) Master Lease Agreement, dated as of May 7, 1999, Exhibit 10.34 to the Company's Annual
between the Company and Wachovia Leasing Report on Form 10-K for the fiscal year
Corporation. ended January 2, 2000.
(10.35) Agreement and Plan of Merger, dated as of March 26, Annex A to the Company's Registration
1999, by and among the Company and Carolina Statement (No. 333-75751) on Form S-4.
Coca-Cola Bottling Company, Inc.
(10.36) Restricted Stock Award to the Company's Chief Annex A to the Company's Proxy Statement
Executive Officer (effective January 4, 1999). ** for the 1999 Annual Meeting.
(10.37) Can Supply Agreement, dated as of February 22, 2000, Exhibit 10.1 to the Company's Quarterly
between American National Can Company and the Report on Form 10-Q for the quarter ended
Company. April 2, 2000.
(10.38) Asset Acquisition Agreement, dated as of September 29, Exhibit 10.1 to the Company's Quarterly
2000, by and among The Coca-Cola Bottling Company Report on Form 10-Q for the quarter ended
of West Virginia, Inc., Coca-Cola Bottling Company of October 1, 2000.
Roanoke, Inc. and Coca-Cola Enterprises Inc.
(10.39) Franchise Acquisition Agreement, dated as of Exhibit 10.2 to the Company's Quarterly
September 29, 2000, by and among WVBC, Inc., Report on Form 10-Q for the quarter ended
ROBC, Inc. and Coca-Cola Enterprises Inc. October 1, 2000.
(10.40) Guaranty Agreement, dated as of September 29, 2000, Exhibit 10.3 to the Company's Quarterly
between the Company and Coca-Cola Enterprises Inc. Report on Form 10-Q for the quarter ended
October 1, 2000.
(21.1) List of subsidiaries. Filed herewith.
(23.1) Consent of Independent Accountants to Incorporation by Filed herewith.
Reference into Form S-3 (Registration No. 33-4325),
Form S-3 (Registration No. 33-54657) and Form S-3
(Registration No. 333-71003).
- ---------
* Carolina Coca-Cola Bottling Partnership's name was changed to Piedmont
Coca-Cola Bottling Partnership.
** Management contracts and compensatory plans and arrangements required to be
filed as exhibits to this form pursuant to Item 14(c) of this report.
B. Reports on Form 8-K
None.
47
Schedule II
COCA-COLA BOTTLING CO. CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN THOUSANDS)
Additions
Balance at Charged to Balance
Beginning Costs and at End
Description of Year Expenses Deductions of Year
- --------------------------------------------- ----------- ----------- ------------ --------
Allowance for doubtful accounts:
Fiscal year ended December 31, 2000 ......... $850 $580 $512 $918
==== ==== ==== ====
Fiscal year ended January 2, 2000 ........... $600 $824 $574 $850
==== ==== ==== ====
Fiscal year ended January 3, 1999 ........... $513 $426 $339 $600
==== ==== ==== ====
48
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COCA-COLA BOTTLING CO. CONSOLIDATED
(Registrant)
Date: March 29, 2001
By: /S/ J. FRANK HARRISON, III
------------------------------------
J. Frank Harrison, III
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /S/ J. Frank Harrison, III Chairman of the Board of Directors, March 29, 2001
------------------------------- Chief Executive Officer and Director
J. Frank Harrison, III
By: /S/ J. Frank Harrison, Jr. Chairman-Emeritus of the Board of March 29, 2001
------------------------------- Directors and Director
J. Frank Harrison, Jr.
By: /S/ H. W. McKay Belk Director March 29, 2001
-------------------------------
H. W. McKay Belk
By: /S/ John M. Belk Director March 29, 2001
-------------------------------
John M. Belk
By: /S/ William B. Elmore President, Chief Operating Officer and March 29, 2001
------------------------------- Director
William B. Elmore
By: /S/ Reid M. Henson Director March 29, 2001
-------------------------------
Reid M. Henson
By: /S/ H. Reid Jones Director March 29, 2001
-------------------------------
H. Reid Jones
By: /S/ Ned R. McWherter Director March 29, 2001
-------------------------------
Ned R. McWherter
By: /S/ James L. Moore, Jr. Vice Chairman of the Board of March 29, 2001
------------------------------- Directors and Director
James L. Moore, Jr.
By: /S/ John W. Murrey, III Director March 29, 2001
-------------------------------
John W. Murrey, III
By: /S/ Carl Ware Director March 29, 2001
-------------------------------
Carl Ware
By: /S/ David V. Singer Executive Vice President and Chief March 29, 2001
------------------------------- Financial Officer
David V. Singer
By: /S/ Steven D. Westphal Vice President, Controller and Chief March 29, 2001
------------------------------- Accounting Officer
Steven D. Westphal
49