UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 2017
Commission File Number 0-9286
COCA‑COLA BOTTLING CO. CONSOLIDATED
(Exact name of registrant as specified in its charter)
|
Delaware |
|
56-0950585 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer |
4100 Coca‑Cola Plaza,
Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)
(704) 557-4400
(Registrant’s telephone number, including area code)
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
☐ |
|
Accelerated filer |
☒ |
|
Non-accelerated filer |
☐ |
(Do not check if a smaller reporting company) |
Smaller reporting company |
☐ |
|
Emerging growth company |
☐ |
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
|
Class |
Outstanding at July 30, 2017 |
|
Common Stock, $1.00 Par Value |
7,141,447 |
|
Class B Common Stock, $1.00 Par Value |
2,192,722 |
COCA‑COLA BOTTLING CO. CONSOLIDATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JULY 2, 2017
INDEX
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Page |
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Item 1. |
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2 |
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3 |
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4 |
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5 |
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6 |
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7 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
32 |
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Item 3. |
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52 |
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Item 4. |
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53 |
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Item 1. |
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54 |
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Item 1A. |
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54 |
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Item 6. |
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54 |
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56 |
PART I - FINANCIAL INFORMATION
COCA‑COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
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Second Quarter |
|
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First Half |
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||||||||||
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(in thousands, except per share data) |
|
2017 |
|
|
2016 |
|
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2017 |
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2016 |
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||||
|
Net sales |
|
$ |
1,169,291 |
|
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$ |
840,384 |
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$ |
2,034,993 |
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$ |
1,465,840 |
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Cost of sales |
|
|
754,113 |
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|
520,677 |
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1,287,794 |
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|
902,235 |
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Gross profit |
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415,178 |
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319,707 |
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747,199 |
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563,605 |
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Selling, delivery and administrative expenses |
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367,865 |
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264,971 |
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686,278 |
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496,468 |
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Income from operations |
|
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47,313 |
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54,736 |
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60,921 |
|
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67,137 |
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Interest expense, net |
|
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10,440 |
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9,808 |
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19,910 |
|
|
|
19,169 |
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Other expense, net |
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25,549 |
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16,274 |
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|
|
37,795 |
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|
|
33,425 |
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Loss on exchange of franchise territory |
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- |
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|
692 |
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- |
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|
692 |
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Income before income taxes |
|
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11,324 |
|
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|
27,962 |
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|
|
3,216 |
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|
13,851 |
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Income tax expense |
|
|
3,743 |
|
|
|
10,638 |
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52 |
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|
5,560 |
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Net income |
|
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7,581 |
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|
|
17,324 |
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|
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3,164 |
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8,291 |
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Less: Net income attributable to noncontrolling interest |
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1,233 |
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1,672 |
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1,867 |
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|
|
2,680 |
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Net income attributable to Coca-Cola Bottling Co. Consolidated |
|
$ |
6,348 |
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$ |
15,652 |
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$ |
1,297 |
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$ |
5,611 |
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Basic net income per share based on net income attributable to Coca-Cola Bottling Co. Consolidated: |
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Common Stock |
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$ |
0.68 |
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$ |
1.68 |
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$ |
0.14 |
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$ |
0.60 |
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Weighted average number of Common Stock shares outstanding |
|
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7,141 |
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|
7,141 |
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|
7,141 |
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7,141 |
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Class B Common Stock |
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$ |
0.68 |
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$ |
1.68 |
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$ |
0.14 |
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$ |
0.60 |
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Weighted average number of Class B Common Stock shares outstanding |
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2,193 |
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2,172 |
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|
2,185 |
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2,164 |
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Diluted net income per share based on net income attributable to Coca-Cola Bottling Co. Consolidated: |
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Common Stock |
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$ |
0.68 |
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$ |
1.67 |
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$ |
0.14 |
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$ |
0.59 |
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Weighted average number of Common Stock shares outstanding – assuming dilution |
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|
9,374 |
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9,353 |
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9,366 |
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9,345 |
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Class B Common Stock |
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$ |
0.67 |
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$ |
1.67 |
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$ |
0.13 |
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$ |
0.59 |
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Weighted average number of Class B Common Stock shares outstanding – assuming dilution |
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2,233 |
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2,212 |
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2,225 |
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2,204 |
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Cash dividends per share: |
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Common Stock |
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$ |
0.25 |
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$ |
0.25 |
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$ |
0.50 |
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$ |
0.50 |
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Class B Common Stock |
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$ |
0.25 |
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$ |
0.25 |
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$ |
0.50 |
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$ |
0.50 |
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See Accompanying Notes to Consolidated Condensed Financial Statements.
2
COCA‑COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
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Second Quarter |
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First Half |
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||||||||||
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(in thousands) |
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2017 |
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2016 |
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2017 |
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2016 |
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Net income |
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$ |
7,581 |
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$ |
17,324 |
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$ |
3,164 |
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$ |
8,291 |
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Other comprehensive income, net of tax: |
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Defined benefit plans reclassification including pension costs: |
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Actuarial gains |
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495 |
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455 |
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|
991 |
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|
910 |
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Prior service benefits |
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5 |
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5 |
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9 |
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9 |
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Postretirement benefits reclassification included in benefits costs: |
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|
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|
|
|
|
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Actuarial gains |
|
|
398 |
|
|
|
361 |
|
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|
796 |
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|
721 |
|
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Prior service costs |
|
|
(458 |
) |
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|
(516 |
) |
|
|
(916 |
) |
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(1,032 |
) |
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Foreign currency translation adjustment |
|
|
14 |
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(6 |
) |
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16 |
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4 |
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Other comprehensive income, net of tax |
|
|
454 |
|
|
|
299 |
|
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|
896 |
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|
612 |
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Comprehensive income |
|
|
8,035 |
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17,623 |
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|
4,060 |
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|
8,903 |
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Less: Comprehensive income attributable to noncontrolling interest |
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|
1,233 |
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|
|
1,672 |
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|
|
1,867 |
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|
2,680 |
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Comprehensive income attributable to Coca-Cola Bottling Co. Consolidated |
|
$ |
6,802 |
|
|
$ |
15,951 |
|
|
$ |
2,193 |
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$ |
6,223 |
|
See Accompanying Notes to Consolidated Condensed Financial Statements.
3
COCA‑COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
|
(in thousands, except share data) |
|
July 2, 2017 |
|
|
January 1, 2017 |
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||
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ASSETS |
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Current Assets: |
|
|
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|
|
Cash and cash equivalents |
|
$ |
43,514 |
|
|
$ |
21,850 |
|
|
Accounts receivable, trade |
|
|
389,124 |
|
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|
271,661 |
|
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Allowance for doubtful accounts |
|
|
(5,690 |
) |
|
|
(4,448 |
) |
|
Accounts receivable from The Coca-Cola Company |
|
|
87,290 |
|
|
|
67,591 |
|
|
Accounts receivable, other |
|
|
29,825 |
|
|
|
29,770 |
|
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Inventories |
|
|
200,441 |
|
|
|
143,553 |
|
|
Prepaid expenses and other current assets |
|
|
66,871 |
|
|
|
63,834 |
|
|
Total current assets |
|
|
811,375 |
|
|
|
593,811 |
|
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Property, plant and equipment, net |
|
|
977,553 |
|
|
|
812,989 |
|
|
Leased property under capital leases, net |
|
|
30,689 |
|
|
|
33,552 |
|
|
Other assets |
|
|
99,587 |
|
|
|
86,091 |
|
|
Franchise rights |
|
|
- |
|
|
|
533,040 |
|
|
Goodwill |
|
|
160,427 |
|
|
|
144,586 |
|
|
Distribution agreements, net |
|
|
798,204 |
|
|
|
234,988 |
|
|
Customer lists and other identifiable intangible assets, net |
|
|
13,606 |
|
|
|
10,427 |
|
|
Total assets |
|
$ |
2,891,441 |
|
|
$ |
2,449,484 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
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|
|
|
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Current Liabilities: |
|
|
|
|
|
|
|
|
|
Current portion of obligations under capital leases |
|
$ |
7,875 |
|
|
$ |
7,527 |
|
|
Accounts payable, trade |
|
|
164,622 |
|
|
|
116,821 |
|
|
Accounts payable to The Coca-Cola Company |
|
|
187,476 |
|
|
|
135,155 |
|
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Other accrued liabilities |
|
|
183,683 |
|
|
|
133,885 |
|
|
Accrued compensation |
|
|
53,518 |
|
|
|
60,880 |
|
|
Accrued interest payable |
|
|
4,914 |
|
|
|
3,639 |
|
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Total current liabilities |
|
|
602,088 |
|
|
|
457,907 |
|
|
Deferred income taxes |
|
|
146,649 |
|
|
|
174,854 |
|
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Pension and postretirement benefit obligations |
|
|
126,314 |
|
|
|
126,679 |
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Other liabilities |
|
|
532,570 |
|
|
|
378,572 |
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Obligations under capital leases |
|
|
37,151 |
|
|
|
41,194 |
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Long-term debt |
|
|
1,080,578 |
|
|
|
907,254 |
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Total liabilities |
|
|
2,525,350 |
|
|
|
2,086,460 |
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Commitments and Contingencies (Note 13) |
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Equity: |
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|
|
|
|
|
|
|
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Common Stock, $1.00 par value: authorized – 30,000,000 shares; issued – 10,203,821 shares |
|
|
10,204 |
|
|
|
10,204 |
|
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Class B Common Stock, $1.00 par value: authorized – 10,000,000 shares; issued – 2,820,836 and 2,799,816 shares, respectively |
|
|
2,819 |
|
|
|
2,798 |
|
|
Capital in excess of par value |
|
|
120,417 |
|
|
|
116,769 |
|
|
Retained earnings |
|
|
298,146 |
|
|
|
301,511 |
|
|
Accumulated other comprehensive loss |
|
|
(92,001 |
) |
|
|
(92,897 |
) |
|
Treasury stock, at cost: Common Stock – 3,062,374 shares |
|
|
(60,845 |
) |
|
|
(60,845 |
) |
|
Treasury stock, at cost: Class B Common Stock – 628,114 shares |
|
|
(409 |
) |
|
|
(409 |
) |
|
Total equity of Coca-Cola Bottling Co. Consolidated |
|
|
278,331 |
|
|
|
277,131 |
|
|
Noncontrolling interest |
|
|
87,760 |
|
|
|
85,893 |
|
|
Total equity |
|
|
366,091 |
|
|
|
363,024 |
|
|
Total liabilities and equity |
|
$ |
2,891,441 |
|
|
$ |
2,449,484 |
|
See Accompanying Notes to Consolidated Condensed Financial Statements.
4
COCA‑COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
|
(in thousands, except share data) |
|
Common Stock |
|
|
Class B Common Stock |
|
|
Capital in Excess of Par Value |
|
|
Retained Earnings |
|
|
Accumulated Other Comprehensive Loss |
|
|
Treasury Stock - Common Stock |
|
|
Treasury Stock - Class B Common Stock |
|
|
Total Equity of Coca-Cola Bottling Co. Consolidated |
|
|
Non- controlling Interest |
|
|
Total Equity |
|
||||||||||
|
Balance on January 1, 2017 |
|
$ |
10,204 |
|
|
$ |
2,798 |
|
|
$ |
116,769 |
|
|
$ |
301,511 |
|
|
$ |
(92,897 |
) |
|
$ |
(60,845 |
) |
|
$ |
(409 |
) |
|
$ |
277,131 |
|
|
$ |
85,893 |
|
|
$ |
363,024 |
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,297 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,297 |
|
|
|
1,867 |
|
|
|
3,164 |
|
|
Other comprehensive income, net of tax |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
896 |
|
|
|
- |
|
|
|
- |
|
|
|
896 |
|
|
|
- |
|
|
|
896 |
|
|
Cash dividends paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common ($0.50 per share) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,571 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,571 |
) |
|
|
- |
|
|
|
(3,571 |
) |
|
Class B Common ($0.50 per share) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,091 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,091 |
) |
|
|
- |
|
|
|
(1,091 |
) |
|
Issuance of 21,020 shares of Class B Common Stock |
|
|
- |
|
|
|
21 |
|
|
|
3,648 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,669 |
|
|
|
- |
|
|
|
3,669 |
|
|
Balance on July 2, 2017 |
|
$ |
10,204 |
|
|
$ |
2,819 |
|
|
$ |
120,417 |
|
|
$ |
298,146 |
|
|
$ |
(92,001 |
) |
|
$ |
(60,845 |
) |
|
$ |
(409 |
) |
|
$ |
278,331 |
|
|
$ |
87,760 |
|
|
$ |
366,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on January 3, 2016 |
|
$ |
10,204 |
|
|
$ |
2,777 |
|
|
$ |
113,064 |
|
|
$ |
260,672 |
|
|
$ |
(82,407 |
) |
|
$ |
(60,845 |
) |
|
$ |
(409 |
) |
|
$ |
243,056 |
|
|
$ |
79,376 |
|
|
$ |
322,432 |
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,611 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,611 |
|
|
|
2,680 |
|
|
|
8,291 |
|
|
Other comprehensive income, net of tax |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
612 |
|
|
|
- |
|
|
|
- |
|
|
|
612 |
|
|
|
- |
|
|
|
612 |
|
|
Cash dividends paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common ($0.50 per share) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,571 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,571 |
) |
|
|
- |
|
|
|
(3,571 |
) |
|
Class B Common ($0.50 per share) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,081 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,081 |
) |
|
|
- |
|
|
|
(1,081 |
) |
|
Issuance of 20,920 shares of Class B Common Stock |
|
|
- |
|
|
|
21 |
|
|
|
3,705 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,726 |
|
|
|
- |
|
|
|
3,726 |
|
|
Balance on July 3, 2016 |
|
$ |
10,204 |
|
|
$ |
2,798 |
|
|
$ |
116,769 |
|
|
$ |
261,631 |
|
|
$ |
(81,795 |
) |
|
$ |
(60,845 |
) |
|
$ |
(409 |
) |
|
$ |
248,353 |
|
|
$ |
82,056 |
|
|
$ |
330,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Accompanying Notes to Consolidated Condensed Financial Statements.
5
COCA‑COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
First Half |
|
|||||
|
(in thousands) |
|
2017 |
|
|
2016 |
|
||
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
3,164 |
|
|
$ |
8,291 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation expense |
|
|
70,330 |
|
|
|
49,902 |
|
|
Amortization of intangible assets and deferred proceeds |
|
|
6,717 |
|
|
|
2,427 |
|
|
Deferred income taxes |
|
|
(24,918 |
) |
|
|
(1,476 |
) |
|
Loss on sale of property, plant and equipment |
|
|
1,975 |
|
|
|
1,356 |
|
|
Impairment of property, plant and equipment |
|
|
- |
|
|
|
382 |
|
|
Loss on exchange of franchise territory |
|
|
- |
|
|
|
692 |
|
|
Proceeds from conversion of Legacy Territories bottling agreements |
|
|
87,066 |
|
|
|
- |
|
|
Amortization of debt costs |
|
|
537 |
|
|
|
1,166 |
|
|
Stock compensation expense |
|
|
4,577 |
|
|
|
2,896 |
|
|
Fair value adjustment of acquisition related contingent consideration |
|
|
28,365 |
|
|
|
33,425 |
|
|
Change in current assets less current liabilities (exclusive of acquisition) |
|
|
10,470 |
|
|
|
(27,088 |
) |
|
Change in other noncurrent assets (exclusive of acquisition) |
|
|
(9,984 |
) |
|
|
(9,014 |
) |
|
Change in other noncurrent liabilities (exclusive of acquisition) |
|
|
628 |
|
|
|
(1,788 |
) |
|
Other |
|
|
44 |
|
|
|
26 |
|
|
Total adjustments |
|
|
175,807 |
|
|
|
52,906 |
|
|
Net cash provided by operating activities |
|
|
178,971 |
|
|
|
61,197 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
Acquisition of Expansion Territories, net of cash acquired |
|
|
(227,759 |
) |
|
|
(174,695 |
) |
|
Additions to property, plant and equipment (exclusive of acquisition) |
|
|
(79,607 |
) |
|
|
(79,625 |
) |
|
Glacéau distribution agreement consideration |
|
|
(15,598 |
) |
|
|
- |
|
|
Proceeds from cold drink equipment |
|
|
8,400 |
|
|
|
- |
|
|
Investment in CONA Services LLC |
|
|
(1,001 |
) |
|
|
(6,634 |
) |
|
Proceeds from the sale of property, plant and equipment |
|
|
384 |
|
|
|
282 |
|
|
Net cash used in investing activities |
|
|
(315,181 |
) |
|
|
(260,672 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
Borrowings under Term Loan Facility |
|
|
- |
|
|
|
300,000 |
|
|
Borrowings under Revolving Credit Facility |
|
|
238,000 |
|
|
|
310,000 |
|
|
Payment of Revolving Credit Facility |
|
|
(190,000 |
) |
|
|
(235,000 |
) |
|
Proceeds from issuance of Senior Notes |
|
|
125,000 |
|
|
|
- |
|
|
Payment of Senior Notes |
|
|
- |
|
|
|
(164,757 |
) |
|
Cash dividends paid |
|
|
(4,662 |
) |
|
|
(4,652 |
) |
|
Payment of acquisition related contingent consideration |
|
|
(6,556 |
) |
|
|
(7,926 |
) |
|
Principal payments on capital lease obligations |
|
|
(3,695 |
) |
|
|
(3,488 |
) |
|
Other |
|
|
(213 |
) |
|
|
(877 |
) |
|
Net cash provided by financing activities |
|
|
157,874 |
|
|
|
193,300 |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
21,664 |
|
|
|
(6,175 |
) |
|
Cash at beginning of period |
|
|
21,850 |
|
|
|
55,498 |
|
|
Cash at end of period |
|
$ |
43,514 |
|
|
$ |
49,323 |
|
|
|
|
|
|
|
|
|
|
|
|
Significant noncash investing and financing activities: |
|
|
|
|
|
|
|
|
|
Issuance of Class B Common Stock in connection with stock award |
|
$ |
3,669 |
|
|
$ |
3,726 |
|
|
Additions to property, plant and equipment accrued and recorded in accounts payable, trade |
|
|
10,425 |
|
|
|
9,086 |
|
See Accompanying Notes to Consolidated Condensed Financial Statements.
6