UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________
COMMISSION FILE NUMBER 1-12290
PANAMERICAN BEVERAGES, INC.
(Exact name of registrant as specified in its charter)
Republic of Panama Not Applicable
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Panamco, L.L.C.
701 Waterford Way, Suite 800
Miami, Florida 33126
(Address of principal executive offices) (Zip code)
(305) 929-0800
(Registrant's Telephone Number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the registrant's classes of common
and preferred stock, par value $0.01 per share, as of May 2, 2003 were:
Class A Common Stock: 113,438,488
Class B Common Stock: 8,659,757
Series C Preferred Stock: 2
Series D Preferred Stock: -
The number of shares outstanding of Class A Common Stock includes 466,667
restricted shares that are not vested and remain subject to forfeiture.
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets (unaudited)
as of March 31, 2003 and December 31, 2002................. 1
Condensed Consolidated Statements of Operations (unaudited)
for the three months ended March 31, 2003 and 2002......... 3
Condensed Consolidated Statements of Cash Flows (unaudited)
for the three months ended March 31, 2003 and 2002......... 4
Notes to Condensed Consolidated Financial
Statements (unaudited)..................................... 5
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS........................ 14
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK................................................ 18
Item 4. CONTROLS AND PROCEDURES...................................... 18
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS............................................ 18
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.................... 19
Item 3. DEFAULTS UPON SENIOR SECURITIES.............................. 19
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......... 19
Item 5. OTHER INFORMATION............................................ 19
Item 6. EXHIBITS AND REPORTS ON FORM 8-K............................. 19
Signatures............................................................ 20
Certifications........................................................ 21
i
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in thousands of United States of America ("U.S.")
dollars, except per share amounts)
(Unaudited)
March 31, 2003 December 31, 2002
-------------------- ---------------------
ASSETS
Current assets:
Cash and equivalents $ 65,631 $ 69,024
Restricted cash 150,000 -
Accounts receivable, net 94,295 128,169
Inventories, net 108,547 105,116
Current investments 20,815 -
Other current assets 16,132 17,010
---------- -----------
Total current assets 455,420 319,319
Investments, net of current portion 9,414 82,375
Property, plant and equipment, net 854,512 843,886
Bottles and cases, net 158,250 162,806
Cost in excess of net assets acquired, net 864,563 836,657
Other assets 98,160 82,562
----------- -----------
Total assets $ 2,440,319 $ 2,327,605
=========== ===========
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 184,440 $ 264,128
Current portion of long-term obligations 209,084 208,914
Bank loans 276,566 135,495
Other accrued liabilities 155,642 142,898
----------- -----------
Total current liabilities 825,732 751,435
----------- -----------
Long-term liabilities:
Long-term obligations, net of current portion 543,071 547,453
Other liabilities 168,769 99,310
----------- -----------
Total long-term liabilities 711,840 646,763
----------- -----------
Total liabilities 1,537,572 1,398,198
----------- -----------
(Continued)
1
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in thousands of U.S. dollars, except per share amounts)
(Unaudited)
(Continued)
March 31, 2003 December 31, 2002
-------------------- ---------------------
Commitments and contingencies (Note 14)
Minority interest in consolidated subsidiaries
$ 24,657 $ 25,121
----------- -----------
SHAREHOLDERS' EQUITY
Class A Common Stock, $0.01 par value; 500,000,000 authorized;
136,974,151 shares issued and 112,326,389 and 112,169,150 shares
outstanding at March 31, 2003
and December 31, 2002, respectively 1,370 1,370
Class B Common Stock, $0.01 par value; 50,000,000 authorized; 11,037,711
shares issued and 8,659,757 and 8,659,802 shares outstanding at March
31, 2003 and December 31, 2002, respectively 110 110
Series C preferred stock, $0.01 par value; 50,000,000 shares authorized;
2 shares issued and outstanding at March 31, 2003 and - -
December 31, 2002, respectively
Series D preferred stock, $0.01 par value;
30,625,690 shares authorized; no shares issued - -
and outstanding at March 31, 2003
Capital in excess of par value 1,603,387 1,602,265
Retained earnings 126,222 142,813
Accumulated other comprehensive loss (628,099) (616,068)
----------- -----------
1,102,990 1,130,490
Less 27,025,716 and 27,182,910 treasury
shares held at March 31, 2003 and December 31,
2002, respectively, at cost (224,900) (226,204)
----------- -----------
Total shareholders' equity 878,090 904,286
----------- -----------
Total liabilities and shareholders' equity $ 2,440,319 $ 2,327,605
=========== ===========
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
2
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in thousands of U.S. dollars, except per share amounts)
(Unaudited)
Three Months Ended March 31,
----------------------------------------
2003 2002
------------------ ------------------
Net sales $ 506,962 $ 624,349
Cost of sales, excluding depreciation
and amortization shown separately below 267,040 315,167
------------ ------------
Gross profit
239,922 309,182
------------ ------------
Operating expenses:
Selling, general and administrative 163,489 201,381
Merger related costs 6,304 -
Depreciation and amortization 43,030 44,680
Facilities reorganization and other charges - 7,802
------------ ------------
212,823 253,863
------------ ------------
Operating income 27,099 55,319
------------ ------------
Other income (expense):
Interest income 623 2,743
Interest expense (18,165) (22,621)
Other (expense) income, net (3,360) 51,219
------------ ------------
(20,902) 31,341
------------ ------------
Income before provision for
income taxes 6,197 86,660
Provision for income taxes 14,631 17,461
------------ ------------
(Loss) income before minority interest (8,434) 69,199
Minority interest in earnings of consolidated
subsidiaries 871 1,017
------------ ------------
Net (loss) income $ (9,305) $ 68,182
============ ============
Basic (loss) earnings per share $ (0.08) $ 0.56
============ ============
Basic weighted average shares outstanding
120,963 121,761
============ ============
Diluted (loss) earnings per share $ (0.08) $ 0.56
============ ============
Diluted weighted average shares outstanding 120,963 122,493
============ ============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
3
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of U.S. dollars)
(Unaudited)
Three Months Ended March 31,
-----------------------------------
2003 2002
----------------- --------------
Net cash provided by operating activities $ 51,564 $ 48,722
----------- ----------
Cash flows from investing activities:
Capital expenditures (19,633) (12,944)
Purchases of bottles and cases (9,242) (8,647)
Proceeds from sale of investments 3,524 -
Proceeds from sale of property, plant and equipment 800 8,827
Receivable from sale of Kaiser - (55,058)
Other - (892)
----------- ----------
Net cash used in investing activities (24,551) (68,714)
----------- ----------
Cash flows from financing activities:
Payment of bank loans and other (59,306) (17,299)
Proceeds from bank loans and other long-term obligations 189,146 9,737
Increase in restricted cash (150,000) -
Issuance of capital and treasury stock 2,526 633
Share repurchase - (7,250)
Payment of dividends to minority interest (510) (72)
Payment of dividends to shareholders (7,287) (7,345)
Other (4,585) 655
----------- ----------
Net cash used in financing activities (30,016) (20,941)
----------- ----------
Effect of exchange rate changes on cash and cash equivalents (390) (2,329)
----------- ----------
Net decrease in cash and equivalents (3,393) (43,262)
Cash and equivalents at beginning of period 69,024 133,666
----------- ----------
Cash and equivalents at end of period $ 65,631 $ 90,404
=========== ==========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid during the year for:
Interest $ 8,885 $ 16,346
=========== ==========
Income taxes $ 24,601 $ 20,748
=========== ==========
NONCASH ACTIVITIES:
Write-off of property, plant and equipment against
accrued nonrecurring items $ - $ 2,023
=========== ==========
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
4
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of
U.S. dollars, except per share amounts)
(Unaudited)
(1) BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements included herein
have been prepared by Panamerican Beverages, Inc. and its Subsidiaries
(the "Company"), in accordance with the rules and regulations of the
Securities and Exchange Commission (the "SEC"). In the opinion of
management, these unaudited condensed consolidated financial statements
contain all adjustments, which are of a normal recurring nature,
necessary to present fairly the Company's consolidated financial position
as of March 31, 2003 and December 31, 2002, and the consolidated results
of operations for the three months ended March 31, 2003 and 2002.
Specifically, the Company reclassified $5.8 million of expenses, related
to fructose taxes in Mexico, recorded during 2002 as other expense to
cost of sales. Certain information and footnote disclosures normally
included in consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to the rules and regulations of
the SEC. These unaudited financial statements should be read in
conjunction with the audited financial statements and the notes thereto
included in the Company's 2002 Annual Report on Form 10-K filed with the
SEC on March 28, 2003. The Company has made no significant changes in
accounting policies nor has the Company made any material changes in any
of the critical accounting estimates underlying these accounting policies
from those reflected in the consolidated financial statements included in
the 2002 Annual Report on Form 10-K.
For the Company's subsidiaries that use their local currency as the
functional currency, the assets and liabilities of these subsidiaries are
translated at period-end exchange rates, and income statement items are
translated at average exchange rates prevailing during the period. The
resulting translation adjustments are included in accumulated other
comprehensive income (loss), which is a component of shareholders'
equity. For the Company's subsidiaries that use the U.S. dollar as the
functional currency, monetary assets and liabilities are remeasured into
U.S. dollars at period-end exchange rates. All other assets and
liabilities are re-measured at the historical rates of exchange
prevailing at the time the items were originally recorded. Income and
expense items are remeasured at average rates of exchange prevailing
during the period, except for depreciation, amortization and materials
consumed from inventories, which are translated at the rates of exchange
in effect when the respective assets were acquired. Foreign currency
re-measurement gains on monetary assets totaling $2.6 million and $6.5
million are included in the Company's condensed consolidated statements
of operations for the three months ended March 31, 2003 and 2002,
respectively.
(2) MERGER TRANSACTION
On December 22, 2002, Coca-Cola FEMSA, S.A. de C.V. ("Coca-Cola FEMSA"),
Midtown Sub, Inc. and the Company signed a merger agreement, pursuant to
which Coca-Cola FEMSA will acquire the Company in a transaction valued at
approximately $3.6 billion, including the assumption of approximately
$880 million in net debt (total long-term obligations, including current
portion and bank loans less cash and equivalents and restricted cash).
Additional information regarding the proposed transaction can be found in
the definitive proxy statement that the Company filed with the SEC on
March 28, 2003.
On January 21, 2003, in connection with the proposed merger with
Coca-Cola FEMSA, the Company authorized 30,625,690 of Series D Preferred
Stock, with a par value of $0.01. It is contemplated that immediately
prior to the effective time of the merger, all shares of Class A Common
Stock and Class B Common Stock beneficially owned by The Coca-Cola
Company ("Coca-Cola") through its subsidiaries, will be exchanged for the
Series D Preferred Stock at a one-to-one ratio.
5
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
On April 28, 2003, the Company's shareholders approved the proposed
merger transaction with Coca-Cola FEMSA. Assuming all other conditions to
the merger are satisfied or waived, the merger transaction is expected to
be completed as of May 6, 2003. The completion of the merger transaction
will result in the Company becoming a wholly-owned subsidiary of
Coca-Cola FEMSA and the Company's Class A Common Stock will be delisted
from trading on the New York Stock Exchange.
(3) ACQUISITION OF COCA-COLA PANAMA
At December 31, 2002, the Company held a 53% ownership interest in CA
Beverages, Inc. ("CA Beverages"), a joint venture entity formed by the
Company, Heineken, N.V. and Florida Ice and Farm Company, S.A. to acquire
the Coca-Cola bottler and a beer company in the Republic of Panama. On
March 18, 2003, CA Beverages transferred its approximate 95% ownership in
the Coca-Cola bottler, Coca-Cola de Panama Compania Embotelladora, S.A.
("Coca-Cola Panama"), to the Company (and thus the Company gained control
of Coca-Cola Panama) in exchange for the extinguishment of CA Beverages'
indebtedness to the Company, which constituted substantially all of the
original investment in CA Beverages. The results of Coca-Cola Panama's
operations and its assets and liabilities have been consolidated with
those of the Company during the first quarter of 2003, and are reported
as part of the NOLAD segment. The aggregate purchase price was
approximately $60.0 million in cash plus the assumption of approximately
$31.0 million in liabilities. Approximately $28.0 million has been
recorded as costs in excess of net assets acquired and is assigned to the
Corporate segment. As of March 31, 2003, CA Beverages was inactive.
The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed as of January 1, 2003. The Company is
still in the process of finalizing the fair values of certain assets;
thus, the allocation of the purchase price is subject to change in the
future.
Current assets $ 11,000
Property, plant and equipment 36,000
Costs in excess of net assets acquired 28,000
Other assets 15,000
--------
Total assets acquired 90,000
Current liabilities 22,000
Long-term obligations 9,000
--------
Total liabilities acquired 31,000
--------
Net assets acquired $59,000
========
The operating results of Coca-Cola Panama for the first quarter of 2002
are not considered material to the Company's consolidated results for the
quarter ended March 31, 2002. Therefore, pro-forma information as if the
acquisition had occurred on January 1, 2002 is not presented.
6
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
(4) NEW ACCOUNTING STANDARDS AND PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable
Interest Entities- an Interpretation of ARB No. 51." FIN No. 46 addresses
consolidation by business enterprises of variable interest entities,
which include entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties. FIN
46 applies immediately to variable interest entities created after
January 31, 2003, and to variable interest entities in which an
enterprise obtains an interest after that date. FIN 46 also applies in
the first fiscal year or interim period beginning after June 15, 2003, to
variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The Company is
currently evaluating the effect that the adoption of FIN 46 will have on
its results of operations and financial condition.
In December 2002, the FASB issued Statement of Financial Accounting
Standard ("SFAS") No. 148, "Accounting for Stock-Based Compensation-
Transition and Disclosure- an amendment of FASB Statement No. 123." SFAS
No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation,"
to provide alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used
on reported results. SFAS No. 148 is effective for financial statements
for fiscal years ending after December 15, 2002. The Company will
continue to account for stock-based compensation according to APB No. 25,
"Accounting for Stock-Based Compensation", while its adoption of SFAS No.
148 requires the Company to provide prominent disclosures (see Note 7)
about the effect of SFAS No. 123 on reported income.
In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness to Others- an interpretation of FASB Statements No. 5, 57,
and 107 and rescission of FASB Interpretation No. 34." FIN No. 45
elaborates on the disclosures to be made by a guarantor in its interim
and annual financial statements about its obligations under certain
guarantees it has issued. It also clarifies that a guarantor is required
to recognize, at the inception of the guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee. The initial
recognition and initial measurement provisions of FIN 45 are applicable
on a prospective basis to guarantees issued or modified after December
31, 2002, regardless of the guarantor's fiscal year-end. The disclosure
requirements of FIN 45 are effective for financial statements of interim
or annual periods ending after December 15, 2002. The Company has made no
material changes to the amount or nature of the guarantees disclosed in
Note 11 of the Company's 2002 Annual Report on Form 10-K.
(5) EARNINGS (LOSS) PER SHARE
In accordance with SFAS No. 128, "Earnings per Share," basic (loss)
earnings per common share calculations are determined by dividing
earnings (loss) attributable to common shareholders by the weighted
average number of shares of common stock. Diluted earnings (loss) per
share are determined by dividing earnings (loss) available to common
shareholders by the weighted average number of shares of common stock and
dilutive common stock equivalents outstanding, related to outstanding
stock options.
The following table reconciles the weighted average number of shares
outstanding with the number of shares used in the computation of diluted
(loss) earnings per share:
7
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
Three Months Ended March 31,
----------------------------
2003 2002
--------------- -----------
Numerator:
Net (loss) income $ (9,305) $ 68,182
========= ========
Denominator (in thousands):
Denominator for basic (loss) earnings per share 120,963 121,761
Effect of dilutive securities:
Options to purchase common stock - 732
--------- --------
Denominator for diluted (loss) earnings per share 120,963 122,493
========= ========
(Loss) earnings per share:
Basic $ (0.08) $ 0.56
========= ========
Diluted $ (0.08) $ 0.56
========= ========
The Company declared and paid cash dividends of $0.06 per share of common
stock for the three months ended March 31, 2003.
(6) FACILITIES REORGANIZATION
During the year ended 2002, the Company recorded $110.2 million of
facilities reorganization and other charges ($92.0 million, net of tax
benefits), of which $16.6 million was recorded during the first quarter
of 2002 ($12.9 million, net of tax benefits), primarily due to the
deterioration of macroeconomic conditions in some of the countries in
which the Company operates. These charges consisted of severance charges
for approximately 2,100 employees, asset write-offs and impairment
charges, and write-offs of obsolete machinery and discontinued production
components.
As of March 31, 2003, approximately 1,200 of the 2,100 employees have
been terminated by the Company, resulting in severance payments totaling
$18.2 million, of which $9.2 million was expensed during the first
quarter of 2002. Balances related to accrued facilities reorganization
costs for severance payments to employees of $1.5 million and $3.7
million are reflected in other accrued liabilities in the condensed
consolidated balance sheets at March 31, 2003 and December 31, 2002,
respectively.
(7) STOCK-BASED COMPENSATION PLANS
At March 31, 2003, the Company has two stock-based employee compensation
plans. The Company accounts for these plans under the recognition and
measurement principles of APB Opinion No. 25 and related Interpretations.
No stock-based employee compensation cost is reflected in net income, as
all options granted under those plans had an exercise price equal to the
market value of the underlying common stock on the date of grant. The
following table illustrates the effect on net (loss) income and (loss)
earnings per share if the Company had applied the fair value recognition
provisions of SFAS No. 123 to stock-based employee compensation.
8
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
March 31,
-----------------------------
2003 2002
------------- --------------
Net (loss) income, as reported: $ (9,305) $ 68,182
Stock-based compensation expense, included in the determination of net
(loss) income, as reported, net of related tax effects - -
Less: Total stock-based employee compensation expense determined
under a fair value based method for all awards, net of related tax
effects (1,492) (1,770)
---------- ----------
Pro forma net (loss) income $ (10,797) $ 66,412
========== ==========
(Loss) earnings per share:
Basic, as reported $ (0.08) $ 0.56
========== ==========
Basic, pro forma $ (0.09) $ 0.55
========== ==========
Diluted, as reported $ (0.08) $ 0.56
========== ==========
Diluted, pro forma $ (0.09) $ 0.54
========== ==========
(8) TRANSACTIONS WITH RELATED PARTIES
The Company purchases raw materials from various suppliers, including
related parties, subject to approval of Coca-Cola. Such transactions are
conducted in the ordinary course of business at negotiated prices
comparable to those transactions with other customers and suppliers. The
principal components of related party transactions were purchases of
concentrates, syrups, sugars, returnable and non-returnable bottles,
cans, and caps.
Amounts due from or due to related parties as of March 31, 2003 and
December 31, 2002, respectively, are included in the condensed
consolidated balance sheet captions indicated and are summarized as
follows:
March 31, 2003 December 31, 2002
----------------- ------------------
Accounts receivable:
Subsidiaries of Coca-Cola $ 13,302 $ 17,502
Subsidiaries of Kaiser 1,392 1,982
--------- ---------
$ 14,694 $ 19,484
========= =========
Accounts payable:
Subsidiaries of Coca-Cola $ 21,432 $ 29,407
Productos de Vidrio, S.A. 26 2,469
Central Azucarero Portuguesa, C.A. 761 2,602
Other 3,856 4,139
--------- ---------
$ 26,075 $ 38,617
========= =========
9
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
The Company had the following significant transactions, included in the
statements of operations detail, with related parties:
Three Months Ended March 31,
----------------------------
2003 2002
------------- -------------
Income:
Marketing expense support from Coca-Cola
(recorded net against marketing expenses) $ 8,316 $ 7,068
Kaiser beer distribution fees 414 1,056
Other - 259
--------- ---------
$ 8,730 $ 8,383
========= =========
Expenses:
Purchases of concentrate from Coca-Cola $ 74,107 $ 57,088
Purchases of beer 5,970 10,474
Purchases of other inventories 16,702 25,020
--------- ---------
$ 96,779 $ 92,582
========= =========
In accordance with the agreements announced with Coca-Cola in 2002
regarding the conversion of the Company's water brand in Mexico to
Coca-Cola's brand, the Company received approximately $56.4 million
during the first quarter of 2003. The Company has deferred this amount
and will recognize this amount over a period of ten years. As a result,
the Company recorded approximately $1.4 million during the first quarter
as a reduction of cost of sales. The remaining amount of $55.0 million to
be recognized is included in the Company's condensed consolidated
balance sheet as of March 31, 2003 as deferred revenue, with amounts due
to be recognized during the next twelve months classified within other
accrued liabilities and the remainder classified as long-term other
liabilities.
The Company maintains an ownership interest, classified as a current
investment, in Molson, Inc. ("Molson") shares as a result of the sale of
its interest in Cervejarias Kaiser, S.A. ("Kaiser") during 2002. During
the first quarter of 2002, the Company recorded a gain on the sale of its
12.1% equity stake in Kaiser as part of a larger transaction in which
Molson acquired Kaiser, and entered into a partnership with Heineken. The
sale generated proceeds for the Company of $55.1 million and an $18.9
million interest in Molson stock ($20.8 million at March 31, 2003). The
interest in the Molson stock is recorded as an investment. The Molson
stock is subject to a two-year contractual restriction on sale that
expires on March 19, 2004, pursuant to an agreement with Molson entered
into at the time of acquisition of Kaiser by Molson. The two-year
restriction can only be shortened in the case of a change in control of
Molson, transfer of substantially all of the assets of Molson, or any
material inaccuracy in Molson's representations and warranties contained
in the Kaiser purchase agreement. As of March 31, 2003, no events have
occurred which have decreased the original restriction period. However,
as the initial two-year contractual restriction with respect to the sale
of the Molson shares is now less than one year, the Company has applied
mark-to-market accounting to its investment in Molson and has recorded an
unrealized gain on the Molson shares of approximately $8.1 million as a
component of comprehensive (loss) income. This transaction resulted in a
gain of $48.6 million in 2002, which was included as part of Other income
(expense), net in the condensed consolidated statement of operations. The
Company will continue to distribute Kaiser products in its franchise
areas in Brazil and the acquisition of Kaiser is not expected to impact
this distribution agreement.
10
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
(9) INVENTORIES
Inventories consist of: March 31, 2003 December 31, 2002
---------------- -------------------
Bottled beverages $ 28,914 $ 25,629
Raw materials 54,264 57,364
Spare parts and supplies 31,497 28,072
----------- ---------
114,675 111,065
Less - Allowance for obsolete and slow moving items 6,128 5,949
----------- ---------
$ 108,547 $ 105,116
=========== =========
(10) COMPREHENSIVE (LOSS) INCOME
Comprehensive (loss) income includes net (loss) income, foreign currency
translation and unrealized gains (losses) on derivative instruments and
available-for-sale investments. The comprehensive (loss) income for the
three months ended March 31, 2003 and 2002 is as follows:
2003 2002
--------------- -------------
Net (loss) income $ (9,305) $ 68,182
Other comprehensive income (loss):
Foreign currency translation (20,142) (5,151)
Unrealized gain on available-for-sale instruments 8,111 -
Unrealized losses on derivative financial instruments - (523)
----------- ---------
Comprehensive (loss) income $ (21,336) $ 62,508
=========== =========
(11) DERIVATIVE INSTRUMENTS
The Company had a fixed-to-floating interest rate swap, which expired on
April 1, 2003, with a total notional amount of $150.0 million, which
exchanged a fixed interest rate of 8.125% for a LIBOR-based rate. As of
March 31, 2003, the fair value of the interest rate swap was an asset of
$0.8 million and is recorded within other current assets. The Company
recorded an unrealized gain of approximately $0.4 million, included as a
reduction of interest expense, for the quarter ended March 31, 2003 in
the Company's condensed consolidated statement of operations.
The Company entered into an equity forward purchase contract, expiring in
March 2004, on Molson shares to be received from the sale of Kaiser, with
a notional amount of approximately $18.1 million. The Company recognized
an unrealized holding loss of $1.4 million, included in other income
(expense) net, for the quarter ended March 31, 2003 in the Company's
condensed consolidated statement of operations. As of March 31, 2003, the
fair value of the equity forward purchase contract was a liability of
$2.1 million, which is recorded within other current liabilities in the
accompanying 2003 condensed consolidated balance sheet.
During 2002, the Company entered into a foreign currency forward purchase
contract to purchase the Colombian peso forward, expiring during the
first quarter of 2003 for a notional amount of approximately $7.5
million. The expiration of this foreign currency forward purchase
contract had no impact on the Company's condensed consolidated results of
operations for the quarter ended March 31, 2003.
11
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
(12) RESTRICTED CASH
On April 1, 2003, the Company's $150.0 million 8.125% Senior Notes (the
"Yankee Bonds") matured. During March 2003, the Company entered into a
bridge loan agreement (the "Bridge Loan") of $150.0 million maturing on
July 28, 2003 with monthly interest payments in order to facilitate the
repayment and retiring of the Yankee Bonds. The Bridge Loan bears an
annual interest rate of LIBOR plus 1.0% for the first two months and
LIBOR plus 1.375% for the remaining months until maturity. On March 31,
2003, the Company transferred amounts to the Yankee Bonds trustee to pay
the required amounts to the bondholders upon maturity. As of March 31,
2003, the amounts held in escrow by the Yankee Bonds trustee are
considered restricted cash for the purpose of paying and retiring the
Yankee Bonds on April 1, 2003.
(13) SEGMENTS AND RELATED INFORMATION
The Company operates in the bottling and distribution industries and in
markets throughout Latin America. The basis for determining the Company's
operating segments is the manner in which financial information is used
by the Company in its operations. Management operates and organizes
itself according to business units, which comprise the Company's products
across geographic locations. The Company's Corporate entity engages in
various transactions, including but not limited to debt agreements and,
at times, derivative transactions, which may generate gains and losses.
These amounts are included as a separate reportable segment entitled
"Corporate" and are not allocated to the Company's other reportable
segments as the Company evaluates the performance of its Corporate entity
on a stand-alone basis and the Company believes the allocation of these
expenses to the remaining operating segments would result in a misleading
presentation of the Company's segment performance. The accounting
policies of the reportable segments are the same as those described in
the summary of significant accounting policies in the Company's 2002
Annual Report on Form 10-K filed with the SEC on March 28, 2003.
Long-lived assets constitute total assets less current assets less
long-term deferred income taxes less long-term receivables from
affiliated companies. Relevant information concerning the geographic
areas in which the Company operates in accordance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," is
as follows:
THREE MONTHS ENDED MARCH 31, 2003
---------------------------------------------------------------------------------------------
ELIMINA
NOLAD COLOMBIA VENEZUELA BRAZIL CORPORATE TIONS TOTAL
--------- -------- --------- -------- --------- ----------- -----------
Net sales $ 296,642 $ 77,074 $ 56,447 $ 76,799 $ - $ - $ 506,962
========= ======== ======== ======== ========== =========== ===========
Operating income (loss) 42,843 4,552 (10,029) (2,784) (9,359) 1,876 27,099
========= ======== ======== ======== ========== =========== ===========
Interest income 1,090 1,714 1 155 61 (2,398) 623
========= ======== ======== ======== ========== =========== ===========
Interest expense (5,355) (1,562) (712) (1,273) (11,661) 2,398 (18,165)
========= ======== ======== ======== ========== =========== ===========
Other income (expense), net 207 (499) (23) (1,585) 2,179 (3,639) (3,360)
========= ======== ======== ======== ========== =========== ===========
Depreciation and amortization 19,761 9,302 11,695 2,695 123 (546) 43,030
========= ======== ======== ======== ========== =========== ===========
Capital expenditures 16,540 1,834 169 1,090 - - 19,633
========= ======== ======== ======== ========== =========== ===========
AS OF MARCH 31, 2003
---------------------------------------------------------------------------------------------
Long-lived assets $ 696,394 $213,353 $235,930 $103,769 $1,711,433 $(1,040,421) $1,920,458
========= ======== ======== ======== ========== =========== ===========
Total assets 972,642 363,831 278,763 249,205 2,009,120 (1,433,242) 2,440,319
========= ======== ======== ======== ========== =========== ===========
12
PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Balances in the tables are stated in thousands of U.S. dollars,
except per share amounts)
(Unaudited)
COSTS IN EXCESS OF NET ASSETS ACQUIRED
---------------------------------------------------------------------------------------------
ELIMINA
NOLAD COLOMBIA VENEZUELA BRAZIL CORPORATE TIONS TOTAL
--------- -------- --------- -------- --------- ----------- -----------
Balance as of January 1, 2003 $ 63,828 $ 661 $ - $ 33,767 $ 738,401 $ - $ 836,657
Costs in excess of net assets
acquired during the year - - - - 28,029 - 28,029
Impairment losses - - - - - - -
Costs in excess of net assets
amortized during the year - - - - - - -
Costs in excess of net assets
written off related to sale of
business unit - - - - - - -
Translation adjustments (1,832) (20) - 1,729 - - (123)
--------- -------- --------- -------- --------- ----------- ----------
Balance as of March 31, 2003 $ 61,996 $ 641 $ - $ 35,496 $ 766,430 $ - $ 864,563
========= ======== ======== ======== ========= =========== ==========
THREE MONTHS ENDED MARCH 31, 2002
---------------------------------------------------------------------------------------------
ELIMINA
NOLAD COLOMBIA VENEZUELA BRAZIL CORPORATE TIONS TOTAL
--------- -------- ---------- --------- --------- ----------- ----------
Net sales $ 314,140 $ 99,739 $ 105,589 $ 104,881 $ - $ - $ 624,349
========= ======== ========= ========= ========== =========== ==========
Operating income (loss) 39,419 10,963 (2,478) 8,572 18,074 (19,231) 55,319
========= ======== ========= ========= ========== =========== ==========
Interest income 1,030 151 1,422 358 157 (375) 2,743
========= ======== ========= ========= ========== =========== ==========
Interest expense (7,032) (3,209) (1,698) (952) (10,105) 375 (22,621)
========= ======== ========= ========= ========== =========== ==========
Other income (expense), net 1,355 97 3,651 48,732 943 (3,559) 51,219
========= ======== ========= ========= ========== =========== ==========
Depreciation and amortization 17,546 12,351 11,147 4,042 120 (526) 44,680
========= ======== ========= ========= ========== =========== ==========
Capital expenditures 9,829 1,157 210 1,748 - - 12,944
========= ======== ========= ========= ========== =========== ==========
AS OF DECEMBER 31, 2002
---------------------------------------------------------------------------------------------
Long-lived assets $ 656,412 $226,137 $ 248,917 $ 111,896 $1,713,752 $(1,010,063) $1,947,051
========= ======== ========= ========= ========== =========== ==========
Total assets 861,777 386,883 296,635 249,898 1,865,031 $(1,332,619) $2,327,605
========= ======== ========= ========= ========== =========== ==========
COSTS IN EXCESS OF NET ASSETS ACQUIRED
---------------------------------------------------------------------------------------------
Balance as of January 1, 2002 $ 72,249 $ 827 $ - $ 57,579 $ 738,401 $ - $ 869,056
Costs in excess of net assets
acquired during the year - - - - - - -
Impairment losses - - - - - - -
Costs in excess of net assets
amortized during the year - - - - - - -
Costs in excess of net assets
written off related to sale of
business unit - - - - - - -
Translation adjustments (8,421) (166) - (23,812) - - (32,399)
--------- -------- -------- -------- --------- ----------- ----------
Balance as of December 31, 2002 $ 63,828 $ 661 $ - $ 33,767 $ 738,401 $ - $ 836,657
========= ======== ========= ========= ========= =========== ==========
13
(14) COMMITMENTS AND CONTINGENCIES
As discussed in Note 16 to the Company's 2002 Annual Report on Form
10-K, with respect to the litigation brought under the Alien Tort Claim
Act by a labor union and several individuals from the Republic of
Colombia in the U.S. District Court for the Southern District of
Florida (the "Court"), the Court issued an order (the "Order") on March
28, 2003 with respect to the defendants' motion to dismiss. By this
Order, the Court dismissed the plaintiffs' claim under RICO and
dismissed The Coca-Cola Company from the lawsuit. The Order discussing
subject matter jurisdiction is not clear as how it affects Panamerican
Beverages, Inc., Panamco LLC and Panamco Colombia, S.A., and thus a
motion for clarification has been filed and is pending with the Court.
As for the Court's personal jurisdiction over Panamco Colombia, S.A.,
the Court is allowing the plaintiffs to take limited jurisdictional
discovery so that the personal jurisdiction issue can be decided at a
hearing scheduled for May 30, 2003.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The following discussion addresses the financial condition and
results of operations of Panamerican Beverages, Inc. ("Panamco" or "we") and
its consolidated subsidiaries. The discussion begins with an overview of our:
o Proposed Merger Transaction with Coca-Cola FEMSA;
o Beverage Volumes;
o Operating Segments;
o Critical Accounting Policies;
o Related Party Transactions with The Coca-Cola Company; and
o Forward-Looking Statements.
The overview is followed by a review of items that affect the
comparability of historic or future results. We then provide an analysis of
our results of operations and liquidity and financial condition. This
discussion should be read in conjunction with our unaudited condensed
consolidated financial statements, including the notes to the condensed
consolidated financial statements, as of March 31, 2003 and December 31, 2002
and for the three months ended March 31, 2003 and 2002 and the notes thereto
included elsewhere herein.
PROPOSED MERGER TRANSACTION
On December 22, 2002, we entered into a merger agreement with Coca-Cola
FEMSA (the "Merger Agreement"), pursuant to which Coca-Cola FEMSA will acquire
Panamco in a transaction valued at approximately $3.6 billion, including the
assumption of $880 million in estimated net debt (used in this report to mean
long-term obligations, including current portion, minus cash and equivalents
and restricted cash). Additional information regarding the proposed
transaction can be found in the definitive proxy statement that we filed with
the Securities and Exchange Commission on March 28, 2003.
On April 28, 2003 at a special meeting of Panamco's shareholders,
Panamco's shareholders approved the proposed merger transaction with Coca-Cola
FEMSA. On the record date, there were 112,793,056 shares of Panamco's Class A
Common Stock outstanding, 8,659,757 shares of Panamco's Class B Common Stock
outstanding and 2 shares of Panamco's Series C Preferred Stock outstanding.
There were 8,296,800 shares of Class B Common Stock and 2 shares of Series C
Preferred Stock represented and entitled to vote at the meeting in person or
by proxy, representing 95.8% and 100%, respectively, of the shares outstanding
and entitled to vote at the meeting. There were 82,979,443 shares of Panamco's
Class A Common Stock represented at the meeting in person or by proxy,
representing 73.6% of the Class A Common Stock outstanding and entitled to
vote at the meeting, subject to the affirmative vote of the holders of
Panamco's Class B Common Stock with respect to asking the holders of Class A
Common Stock to approve the merger. Of the 8,296,800 shares of Class B Common
Stock represented and entitled to vote at the meeting, 8,282,396 shares were
voted to approve the merger and 8,282,412 were voted in favor of asking the
holders of Class A Common Stock to approve the merger. Of the 82,979,443
shares of Class A Common Stock represented at the meeting, 42,557,214 shares
were not held by disqualified holders as defined in the Merger Agreement. Of
those 42,557,214 Class A shares, 42,553,267 were voted to approve the merger.
All outstanding shares of Panamco's Series C Preferred Stock represented and
entitled to vote at the meeting were voted to approve the merger. Assuming all
other conditions to the merger are satisfied or waived, the merger transaction
is expected to be completed as of May 6, 2003.
Immediately prior to the effective time of the merger transaction, the
transaction contemplates that all shares of Panamco's Class A Common Stock and
Class B Common Stock beneficially owned by The Coca-Cola Company will be
exchanged for newly issued shares of Panamco's Series D Preferred Stock at a
one-to-one ratio.
14
As a result of the merger,
o each share of Panamco's Class A Common Stock will be converted
into the right to receive $22.00 in cash;
o each share of Panamco's Class B Common Stock will be converted into
the right to receive $38.00 in cash;
o the Series C Preferred Stock and Series D Preferred Stock
beneficially owned by The Coca-Cola Company, through its
subsidiaries, will be converted into the right to receive one or
more promissory notes that will entitle the holder to be issued
304,045,678 Series D shares of Coca-Cola FEMSA; and
o all Panamco stock options will be cancelled, with the holders
becoming entitled to receive the excess, if any, of $22.00
over the exercise price, per share, of such options.
Following the closing of the merger transaction, Panamco shareholders
will receive instructions on how to obtain cash payments in exchange for shares
of Panamco common stock.
The merger will result in Panamco immediately becoming a wholly-owned
subsidiary of Coca-Cola FEMSA. Trading in Panamco's Class A Common Stock will
be suspended on the effective date of the merger and, after the merger,
Panamco's Class A Common Stock will be delisted from the New York Stock
Exchange and deregistered under the Securities Exchange Act of 1934 ("Exchange
Act"). After the merger, Panamco will continue to have reporting obligations
under the Exchange Act with respect to its 7.25% Senior Notes, due 2009, but
Panamco will revert to its previous status as a "foreign private issuer." As a
"foreign private issuer", Panamco will no longer be required to file annual
reports on Form 10-K or quarterly reports on Form 10-Q. Instead, Panamco will
be required to file annual reports on Form 20-F and, if applicable, to furnish
information on Form 6-K. Panamco understands that Coca-Cola FEMSA is exploring
alternatives that would permit the termination of these reporting obligations
at some point in the future.
BEVERAGE VOLUMES
Like most companies in the beverage industry, we measure our volumes
in unit cases of finished products. As used in this report, "unit case" means
192 ounces of finished beverage product (24 eight-ounce servings) and "average
sales prices per unit case" means net sales in U.S. dollars for the period
divided by the number of unit cases sold during the same period.
OPERATING SEGMENTS
As a soft drink bottler operating in diverse markets in Latin America,
our operations are organized based on geographic location. We report segment
information (see Note 13 of the "Notes to Condensed Consolidated Financial
Statements") for five geographic areas: North Latin American Division (or
NOLAD), Colombia, Venezuela, Brazil and the corporate operations in the United
States. NOLAD consists of Panamco's operations in Mexico and in the Central
American countries of Guatemala, Nicaragua, Costa Rica and Panama.
CRITICAL ACCOUNTING POLICIES
We have made no significant changes in accounting policies from those
reflected in the Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
RELATED PARTY TRANSACTIONS WITH THE COCA-COLA COMPANY
Coca-Cola is our largest shareholder and owns approximately 25% of our
outstanding Class A Common Stock, 25% of our outstanding Class B Common Stock
and all of our outstanding Series C Preferred Stock. Two members of our board
of directors are designees of Coca-Cola. See the Company's Annual Report on
Form 10-K for the year ended December 31, 2002 for further discussion of our
relationship with Coca-Cola.
15
FORWARD-LOOKING STATEMENTS
The nature of our operations and the environment in which we operate
subject us to changing economic, competitive, regulatory and technological
conditions, risks and uncertainties. In connection with the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, we note
the following facts that, among others, could cause future results to differ
materially from the forward-looking statements, expectations and assumptions
expressed or implied in this document:
Forward-looking statements contained in this document include the
amount of future capital expenditures and the possible uses of proceeds from
any future borrowings. The words "believes", "intends", "expects",
"anticipates", "projects", "estimates", "predicts", and similar expressions
are also intended to identify forward-looking statements. Such statements,
estimates, and projections reflect various assumptions by our management,
concerning anticipated results and are subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond our control. Factors that could cause results to differ include, but
are not limited to, changes in the soft drink business environment (including
actions of competitors and changes in consumer preference), changes in the
economic and political environment of Venezuela, changes in governmental laws
and regulations (including income and excise taxes), market demand for new and
existing products, raw material prices, devaluation of local currencies
against the U.S. dollar and the ability to consummate the proposed merger
transaction with Coca-Cola FEMSA. A discussion of certain of the factors that
could cause actual results to differ is set forth in our Registration
Statement on Form S-8, dated July 23, 2001 (File no. 333-65652). These and
other factors are also discussed in "Item 7. -- Management's Discussion and
Analysis of Financial Condition and Results of Operations" and in "Item 1.
Business" of our Annual Report on Form 10-K for the year ended December 31,
2002. We cannot assure you that such statements, estimates and projections
will be realized. The forecasts and actual results will likely vary and those
variations may be material. We make no representation or warranty as to the
accuracy or completeness of such statements, estimates or projections
contained in this document or that any forecast contained herein will be
achieved. We caution readers not to place undue reliance on these
forward-looking statements. These statements speak only as of their dates, and
we undertake no obligations to update or revise any of them, whether as a
result of new information, future events or otherwise.
ITEMS THAT AFFECT HISTORICAL OR FUTURE COMPARABILITY
SALE OF OUR 12.1% EQUITY STAKE IN CERVEJARIAS KAISER, S.A. ("KAISER")
During the first quarter of 2002, we recorded a gain on the sale of our
12.1% equity stake in Kaiser as part of a larger transaction in which Molson,
Inc. ("Molson") acquired Kaiser, and entered into a partnership with Heineken.
The sale generated proceeds for Panamco of $55.1 million and an $18.9 million
interest in Molson stock ($20.8 million at March 31, 2003). The interest in
the Molson stock is recorded as an investment. The Molson stock is subject to
a two-year contractual restriction on sale that expires on March 19, 2004,
pursuant to an agreement with Molson entered into at the time of acquisition
of Kaiser by Molson. The two-year restriction can only be shortened in the
case of a change in control of Molson, transfer of substantially all of the
assets of Molson, or any material inaccuracy in Molson's representations and
warranties contained in the Kaiser purchase agreement. As of March 31, 2003,
no events have occurred which have decreased the original restriction period.
However, as the initial two-year contractual restriction with respect to the
sale of the Molson shares is now less than one year, the Company has applied
mark-to-market accounting to its investment in Molson and has recorded an
unrealized gain on the Molson shares of approximately $8.1 million as a
component of comprehensive (loss) income. This transaction resulted in a gain
of $48.6 million in the first quarter of 2002, which was included as part of
Other income (expense), net in the condensed consolidated statement of
operations. Panamco will continue to distribute Kaiser products in its
franchise areas in Brazil and the acquisition of Kaiser is not expected to
impact this distribution agreement.
FACILITIES REORGANIZATION AND OTHER CHARGES
During the first quarter of 2002, we recorded facilities reorganization
and other charges totaling $16.6 million ($12.9 million net of tax benefits),
of which $11.6 million were cash charges and $5.0 million were noncash
charges. The cash charges related primarily to severance payments for the
termination of approximately 600 employees in Mexico and Venezuela and to the
payment of excise taxes on soft drink inventories containing high fructose
corn syrup in Mexico. The noncash charges related primarily to the closure of
plants in Venezuela and to the sale, at a loss, of the our corporate airplane
to a related party. Approximately $5.8 million of these charges are
16
included in the cost of sales caption of our 2002 condensed consolidated
statement of operations, $7.8 million of these charges are included in the
facilities reorganization and other charges caption of our 2002 condensed
consolidated statement of operations and the remaining $3.0 million of these
charges are included in the other income (expense) caption of our 2002
condensed consolidated statement of operations.
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002
Net sales for the first quarter ended March 31, 2003 decreased 18.8%
to $507.0 million from $624.3 million in the 2002 first quarter. Net sales
were negatively impacted by a consolidated unit case sales decrease of 5.0%
compared to the 2002 period, and the prolonged effect of a nationwide strike
in Venezuela during the first quarter, which resulted in a unit case sales
decrease of 31.9% and a decrease of 46.5% in net sales for our Venezuelan
operation.
Cost of sales as a percentage of net sales increased to 52.7% during
the first quarter of 2003 from 50.5% in the 2002 period. This increase was
impacted by increases in raw materials and packaging costs, which could not be
fully offset by price increases.
Operating expenses as a percentage of net sales increased to 42.0%
during the first quarter of 2003 from 40.7% in the 2002 period, mainly due to
only a 16.2% decline in operating expenses, which was lower than the 18.8%
contraction experienced in net sales. Panamco did not record any facilities
reorganization and other charges during the first quarter of 2003 compared to
$7.8 million of these charges in the first quarter of 2002.
Operating income decreased 51.0% to $27.1 million during the first
quarter of 2003 from $55.3 million in the 2002 period, mainly due to the
decline in net sales of 18.8% and the increase in cost of sales resulting from
the aforementioned increases in dollar denominated raw materials.
Net interest expense decreased 11.8% to $17.5 million during the
first quarter of 2003 from $19.9 million in the 2002 period, mainly resulting
from a decrease in interest rates applicable to Panamco's debt portfolio when
compared to the 2002 period. In addition, the Company's net debt at March 31,
2003 decreased approximately 6.9% when compared to the 2002 period.
Other expense, net totalled $3.4 million during the first quarter of
2003 compared to other income, net of $51.2 million in the 2002 period. The
$54.6 million year over year difference is primarily the result of the $48.6
million gain from the sale of Kaiser in 2002, the recording of a $0.1 million
foreign exchange loss in 2003, compared to a $0.8 million gain in 2002, the
recognition of a $3.0 million loss on the sale of our corporate airplane in
2002, and a decrease in gains recognized on sales of property, plant and
equipment of $1.1 million.
The consolidated effective income tax rate increased to 236.1% during
the first quarter of 2003 from 20.1% in the 2002 period. The elevated
effective income tax rate is not a normal occurrence and was caused by the
inability to recognize a tax benefit for losses incurred by the Venezuelan
subsidiary and the fact that our operations in Mexico and Central America are
located in fully tax-paying countries.
As a result of the foregoing, Panamco recorded a net loss of $9.3
million during the first quarter of 2003, or $0.08 per basic and diluted
share, compared to net income of $68.2 million, or $0.56 per basic and diluted
share, during the 2002 period.
17
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased $3.4 million during the first
three months of 2003. Our primary sources of cash for the first quarter of
2003 were cash from operations of $51.6 million and net proceeds from bank loans
totaling $189.1 million. Our primary uses of cash for the first quarter of
2003 were the payment of bank loans and other long-term obligations totaling
$59.3 million, capital expenditures totaling $19.6 million, purchase of bottles
and cases totaling $9.2 million, an increase in restricted cash of $150.0
million and payment of shareholder dividends totaling $7.3 million.
Total consolidated indebtedness, or gross debt, increased to $1,028.7
million at March 31, 2003, from $891.9 million at the end of 2002, consisting
of $710.5 million at the holding company level and $318.2 million of
subsidiary indebtedness. The increase in gross debt is primarily the result of
the bridge loan entered into by Panamco, as discussed in Note 12 to the
condensed consolidated financial statements. Net debt decreased to $813.1
million at March 31, 2003 from $822.8 million at the end of 2002 primarily as
a result of the repayment of $50.0 million outstanding at December 31, 2002
related to the bridge loan used to acquire Coca-Cola Panama offset by assumed
net debt of Coca-Cola Panama totaling $10.2 million and additional short-term
bank loans entered into by our Mexican and Corporate subsidiaries.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change in our exposure to market risk
during the three months ended March 31, 2003. For a discussion of our exposure
to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures
about Market Risk, contained in our Form 10-K for the year ended December 31,
2002.
ITEM 4. CONTROLS AND PROCEDURES
Panamco's Chief Executive Officer and Chief Financial Officer
(collectively, the "Certifying Officers") are responsible for establishing and
maintaining disclosure controls and procedures for Panamco. Such officers have
concluded (based upon their evaluation of these controls and procedures as of
a date within 90 days of the filing of this report) that Panamco's disclosure
controls and procedures are effective to ensure that information required to
be disclosed about Panamco in this report is accumulated and communicated to
Panamco's management, including its principal executive officers as
appropriate, to allow timely decisions regarding required disclosure.
The Certifying Officers also have indicated that there were no
significant changes in Panamco's internal controls or other factors that could
significantly affect such controls subsequent to the date of their evaluation,
and there were no corrective actions with regard to significant deficiencies
and material weaknesses.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Legal Proceedings information is addressed in Item 3 of our Form 10-K
for the year ended December 31, 2002. There has been no material change to
that information required to be disclosed in this Quarterly Report on Form
10-Q except with respect to the litigation brought under the Alien Tort Claim
Act by a labor union and several individuals from the Republic of Colombia in
the U.S. District Court for the Southern District of Florida (the "Court").
The Court issued an order (the "Order") on March 28, 2003 with respect to the
defendants' motion to dismiss. By this Order, the Court dismissed the
plaintiffs' claim under RICO and dismissed The Coca-Cola Company from the
lawsuit. The Order discussing subject matter jurisdiction is not clear as how
it affects
18
Panamerican Beverages, Inc., Panamco LLC and Panamco Colombia, S.A., and thus
a motion for clarification has been filed and is pending with the Court. As
for the Court's personal jurisdiction over Panamco Colombia, S.A., the Court
is allowing the plaintiffs to take limited jurisdictional discovery so that
the personal jurisdiction issue can be decided at a hearing scheduled for
May 30, 2003.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits:
----------------
10.1 US$150 million Credit Agreement entered by and among Panamerican
Beverages, Inc. as borrower, ING Capital LLC as administrative
agent, and the banks listed therein as lenders, dated as of
March 24, 2003.
10.2 US$10 million Credit Agreement entered by and among Panamerican
Beverages, Inc. as borrower, and Banco Santander Central
Hispano, S.A., as lender, dated as of February 28, 2003.
10.3 Amendment to the Trademark License Agreement entered by and
among Administracion de Marcas S.A. de C.V., as proprietor, and
The Coca-Cola Export Corporation Mexico branch, as licensee,
dated as of December 1, 2002.
10.4 Trademark License Agreement entered by and among Panamerican
Beverages S.A. de C.V., as proprietor, and Panamco Bajio S.A. de
C.V., as licensee, dated as of January 1, 2003.
10.5 Trademark License Agreement entered by and among Panamerican
Beverages S.A. de C.V., as proprietor, and Panamco Golfo S.A. de
C.V., as licensee, dated as of January 1, 2003.
10.6 Trademark Sub-License Agreement entered by and among Panamco
Golfo S.A. de C.V., as licensor, and The Coca-Cola Company, as
licensee, dated as of January 4, 2003.
10.7 Trademark Sub-License Agreement entered by and among Panamco
Bajio S.A. de C.V., as licensor, and The Coca-Cola Company, as
licensee, dated as of January 4, 2003.
10.8 Promotion and Non-Compete Agreement entered by and among The
Coca-Cola Export Corporation Mexico branch and Panamco Bajio
S.A. de C.V., dated as of March 11, 2003.
10.9 Promotion and Non-Compete Agreement entered by and among The
Coca-Cola Export Corporation Mexico branch and Panamco Golfo
S.A. de C.V., dated as of March 11, 2003.
10.10 Non-Compete Agreement entered by and among Panamerican Beverages
S.A. de C.V. and Panamco Bajio S.A. de C.V., dated as of March
12, 2003.
10.11 Non-Compete Agreement entered by and among Panamerican Beverages
S.A. de C.V. and Panamco Golfo S.A. de C.V., dated as of March
12, 2003.
10.12 Termination Agreement entered by and among Panamerican Beverages
S.A. de C.V. and Panamco Bajio S.A. de C.V., dated as of March
12, 2003.
10.13 Termination Agreement entered by and among Panamerican Beverages
S.A. de C.V. and Panamco Golfo S.A. de C.V., dated as of March
12, 2003.
10.14 Memorandum of Understanding by and among Panamerican Beverages
S.A. de C.V., as seller, and The Coca-Cola Company, as buyer,
dated as of March 11, 2003.
10.15 US$ 50 million Promissory Note granted by Panamerican Beverages
Inc., as borrower, to Panamerican Beverages S.A. de C.V., as
lender, dated as of March 18, 2003.
10.16 Stock Purchase Agreement entered by and among CA Beverages,
Inc., as seller, and Inter-American Financial Corporation, as
buyer, dated as of March 18, 2003.
99.1 Certificate of the Chief Executive Officer and President of
Panamerican Beverages, Inc. pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certificate of the Chief Financial Officer of Panamerican
Beverages, Inc. pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(b) Reports on Forms 8-K:
--------------------
The Company did not file any reports on Form 8-K during the three months
ended March 31, 2003.
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
May 5, 2003 PANAMERICAN BEVERAGES, INC.
(REGISTRANT)
By: /s/ Annette Franqui
-------------------
Annette Franqui
Vice President, Chief Financial
Officer and Treasurer
(On behalf of the Registrant and as
Chief Accounting Officer)
20
CERTIFICATIONS
I, Craig Jung, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Panamerican
Beverages, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing
the equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: May 5, 2003
/s/ Craig Jung
----------------
Craig Jung
Chief Executive Officer
21
I, Annette Franqui, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Panamerican
Beverages, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing
the equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: May 5, 2003
/s/ Annette Franqui
-----------------------
Annette Franqui
Chief Financial Officer
22