SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
--------------
/ / 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 001-15019
PEPSIAMERICAS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-6167838
-------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3501 Algonquin Road, Rolling Meadows, Illinois 60008
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 818-5000
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 / /
As of April 28, 2001, the Registrant had 156,275,609 outstanding shares
(excluding treasury shares) of common stock, par value $0.01 per share, the
Registrant's only class of common stock.
CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Income 2
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Cash Flows 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 12
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURE 14
1
PEPSIAMERICAS, INC.
FORM 10-Q
FIRST QUARTER 2001
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited and in millions, except per share data)
First Quarter
-------------------------------------
2001 2000
---------- ---------
Net sales $ 705.4 $ 548.9
Cost of goods sold 428.3 319.7
---------- ---------
Gross profit 277.1 229.2
Selling, delivery and administrative expenses 222.3 181.5
Amortization expense 12.3 10.1
Special charges 4.6 --
Gain on pension curtailment (8.9) --
---------- ---------
Operating income 46.8 37.6
Interest expense, net (24.5) (20.3)
Other income, net 1.5 2.1
---------- ---------
Income before income taxes 23.8 19.4
Income taxes 11.0 9.2
---------- ---------
Net income $ 12.8 $ 10.2
========== =========
Weighted average common shares:
Basic 155.8 138.1
Incremental effect of stock options 1.0 0.4
---------- ---------
Diluted 156.8 138.5
========== =========
Net income per share - basic $ 0.08 $ 0.07
========== =========
Net income per share - diluted $ 0.08 $ 0.07
========== =========
Cash dividends per share $ 0.04 $ 0.04
========== =========
See accompanying notes to condensed consolidated financial statements.
2
PEPSIAMERICAS, INC.
FORM 10-Q
FIRST QUARTER 2001
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
End of End of
First Quarter Fiscal Year
2001 2000
-------------- --------------
(unaudited)
ASSETS:
Current assets:
Cash and equivalents $ 50.0 $ 51.2
Receivables 194.2 203.0
Inventories 169.0 164.0
Other current assets 74.2 58.8
------------ ------------
Total current assets 487.4 477.0
Property (at cost) 1,663.7 1,646.8
Accumulated depreciation (663.7) (642.1)
------------ ------------
Net property 1,000.0 1,004.7
------------ ------------
Intangible assets, net 1,735.6 1,740.7
Investments and other assets 117.2 113.2
------------ ------------
Total assets $ 3,340.2 $ 3,335.6
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Short-term debt, including current maturities of long-term debt $ 308.4 $ 513.3
Payables 206.1 199.1
Other current liabilities 145.2 174.6
------------ ------------
Total current liabilities 659.7 887.0
------------ ------------
Long-term debt 1,086.5 860.1
Deferred income taxes 53.1 47.0
Other liabilities 82.0 92.0
Shareholders' equity:
Preferred stock ($0.01 par value, 12.5 million shares authorized;
no shares issued) -- --
Common stock ($0.01 par value, 350.0 million shares authorized;
167.3 million shares issued) 1,541.2 1,546.8
Retained income 156.5 151.6
Accumulated other comprehensive loss:
Cumulative translation adjustment (32.0) (30.3)
Unrealized investment and hedging gains 1.1 1.6
------------ ------------
Accumulated other comprehensive loss (30.9) (28.7)
------------ ------------
Treasury stock (11.1 million shares - 2001 and
11.7 million shares - 2000) (207.9) (220.2)
------------ ------------
Total shareholders' equity 1,458.9 1,449.5
------------ ------------
Total liabilities and shareholders' equity $ 3,340.2 $ 3,335.6
============ ============
See accompanying notes to condensed consolidated financial statements.
3
PEPSIAMERICAS, INC.
FORM 10-Q
FIRST QUARTER 2001
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in millions)
First Quarter
------------------------------
2001 2000
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations $ 12.8 $ 10.2
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization 50.0 43.1
Deferred income taxes 3.8 (1.1)
Gain on pension curtailment (8.9) --
Gain on sale of franchises, net of tax -- (1.4)
Special charges 4.6 --
Cash outlays related to special charges (11.8) (10.0)
Other (1.4) 0.2
Changes in assets and liabilities, exclusive of acquisitions and divestitures:
Decrease in receivables 8.2 19.1
Increase in inventories (7.2) (3.7)
Increase (decrease) in payables 0.4 (1.5)
Net change in other assets and liabilities (31.4) (16.2)
----------- -----------
Net cash provided by operating activities 19.1 38.7
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Franchises and companies acquired, net of cash acquired (5.1) --
Proceeds from sales of franchises, net of cash divested -- 2.5
Capital investments, net of proceeds from asset sales (37.7) (34.3)
Proceeds from sales of investments 1.6 --
----------- -----------
Net cash used in investing activities (41.2) (31.8)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) borrowings of short-term debt (205.2) 25.7
Proceeds from issuance of long-term debt 352.7 --
Repayment of long-term debt (127.7) (0.3)
Treasury stock purchases -- (31.5)
Issuance of common stock 6.6 1.0
----------- -----------
Net cash provided by (used in) financing activities 26.4 (5.1)
----------- -----------
Net cash used in discontinued operations (5.3) (4.1)
Effects of exchange rate changes on cash and equivalents (0.2) (0.3)
----------- -----------
Change in cash and equivalents (1.2) (2.6)
Cash and equivalents at beginning of year 51.2 114.5
----------- -----------
Cash and equivalents at end of quarter $ 50.0 $ 111.9
=========== ===========
See accompanying notes to condensed consolidated financial statements.
4
PEPSIAMERICAS, INC.
FORM 10-Q
FIRST QUARTER 2001
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The condensed consolidated financial statements included herein have been
prepared by PepsiAmericas, Inc. (the "Company") without audit. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to
the rules and regulations of the Securities and Exchange Commission,
although the Company believes that the disclosures made are adequate to
make the information presented not misleading. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year 2000. In the opinion of management,
the information furnished herein reflects all adjustments (consisting only
of normal, recurring adjustments) necessary for a fair statement of results
for the interim periods presented.
2. The Company manufactures, packages, sells and distributes carbonated and
non-carbonated Pepsi-Cola beverages and a variety of other beverages in the
United States, Central Europe and the Caribbean. The Company is the number-
two anchor bottler in the Pepsi system and accounts for about 21 percent of
all Pepsi-Cola products sold in the United States. The Company operates in
a significant portion of an 18 state region, primarily in the Central and
Midwestern United States, and outside the United States the Company
operates in the Central European and Caribbean markets in Poland, Hungary,
the Czech Republic, Republic of Slovakia, Puerto Rico, Jamaica, Bahamas,
and Trinidad and Tobago. The Company serves a total population of more than
117 million people, and its business is highly seasonal. PepsiCo, Inc.
holds a 36.7 percent equity interest in the Company.
The following presents net sales and operating income of the Company's
geographic segments for the first quarters of 2001 and 2000 (in millions):
Net Sales Operating Income
------------------- -------------------
2001 2000 2001 2000
------- ------- ------- -------
Domestic $ 614.4 $ 493.5 $ 59.2 $ 49.8
International 91.0 55.4 (12.4) (12.2)
------- ------- ------- -------
Total $ 705.4 $ 548.9 $ 46.8 $ 37.6
======= ======= ======= =======
There were no material changes in total assets by geographic segment since
fiscal year end 2000.
3. The Company's fiscal year consists of 52 or 53 weeks ending on the Saturday
closest to December 31; fiscal 2000 ended on December 30, 2000. The
Company's first quarters of 2001 and 2000 were based on the thirteen weeks
ended March 31, 2001 and April 1, 2000, respectively.
4. On November 30, 2000, the former PepsiAmericas, Inc. (the "former PAS")
merged into a wholly-owned subsidiary of Whitman Corporation. In January
2001, Whitman Corporation changed its name to PepsiAmericas, Inc. This
transaction is more fully described in the Company's 2000 Annual Report on
Form 10-K.
During the first quarter of 2001, the Company reached an agreement with
Crescent Distributing, LLC ("Crescent"), a wholly-owned subsidiary of
Poydras Street Investors LLC ("Poydras"). Under the agreement, the joint
venture between the Company and Poydras was terminated with Crescent
retaining sole ownership of the rights to the beer operations and related
assets and the Company assuming sole ownership of the rights to the soft
drink operations and related assets. The results derived from the beer
operations were not material to the Company's overall business.
The Company also acquired the Pepsi bottling operations in Trinidad and
Tobago on December 29, 2000. This transaction was accounted for under the
purchase method. Accordingly, the operating results have been included in
the consolidated financial statements since the date of acquisition. The
effect of this acquisition is not significant to the Company's operating
results, and consideration paid was not significant.
5
In the first quarter of 2000, the Company sold its operations in the
Baltics. This sale resulted in a gain of $2.6 million ($1.4 million after
taxes), which is reflected in "Other income, net" on the Condensed
Consolidated Statements of Income.
The pro forma condensed consolidated results of operations presented below
for 2001 and 2000 assume the following:
o The territories and companies described above, with the exception of
Trinidad and Tobago, were acquired or divested as of the beginning of
fiscal 2000. Operating results for Trinidad and Tobago are only
included from the date of acquisition.
o The after tax gain from the sale of the Baltics in 2000 was excluded.
o The special charges and pension curtailment gain recorded in the first
quarter of 2001 were excluded, as well as other non-recurring items
recorded by the Company and the former PAS.
o Interest expense has been adjusted to assume the interest rates in
effect for both years for the Company would have been in effect for
debt assumed from the former PAS business units.
First Quarter
------------------------
2001 2000
----------- ---------
(unaudited and in millions,
except per share data)
Net sales $ 705.4 $ 687.3
Net income 10.2 7.6
Net income per share-basic 0.07 0.05
Net income per share-diluted 0.07 0.05
The above pro forma results are for informational purposes only and may not
be indicative of actual results that would have occurred had the
transactions described taken place as of the beginning of fiscal 2000.
5. The Company's comprehensive income is as follows:
First Quarter
------------------------
2001 2000
----------- ---------
(in millions)
Net income $ 12.8 $ 10.2
Foreign currency translation adjustment (1.7) (4.1)
Unrealized (losses) gains on investments and hedging contracts (0.5) 8.4
---------- ----------
Comprehensive income $ 10.6 $ 14.5
========== ==========
Unrealized (losses) gains on investments and hedging contracts are
presented net of a tax benefit of $0.5 million in 2001 and tax expense of
$5.0 million in 2000.
6. Interest expense, net, is comprised of the following:
First Quarter
------------------------
2001 2000
----------- ---------
(in millions)
Interest expense $ (25.7) $ (20.8)
Interest income 1.2 0.5
---------- ---------
Interest expense, net $ (24.5) $ (20.3)
========== =========
6
7. Net cash provided by operating activities reflected cash payments and
receipts for interest and income taxes as follows:
First Quarter
-------------------------
2001 2000
----------- ---------
(in millions)
Interest paid $ 26.7 $ 23.1
Interest received 0.4 0.4
Income taxes paid, net of refunds 0.6 0.6
8. As of the end of the first quarter of 2001, the components of inventory
were approximately 46 percent comprised of raw materials and supplies and
54 percent comprised of finished goods, which is essentially the same mix
as the end of fiscal year 2000.
9. In the first quarter of 2001, the Company recorded a special charge of $4.6
million ($2.8 million after taxes). The charge, related to further
organization changes resulting from the transaction with the former PAS, is
principally composed of severance and related benefits.
In the fourth quarter of 2000, the Company recorded a special charge of
$21.7 million ($13.2 million after taxes). The charge principally included
severance payments and related benefits for employees affected by the
integration of operations in connection with the acquisition of the former
PAS and is more fully explained in the Company's 2000 Annual Report on Form
10-K.
The following table summarizes activity associated with the special charges
(in millions):
2001 2000
Charge Charge Total
---------- ---------- ---------
Accrued liabilities as of fiscal year end 2000
(all employee-related costs) $ -- $ 17.4 $ 17.4
Special charge (employee-related costs) 4.6 -- 4.6
Acceleration of stock awards vesting (1.2) -- (1.2)
Expenditures for employee-related costs (0.2) (11.6) (11.8)
------- ------- -------
Accrued liabilities at the end of the first quarter of 2001 $ 3.2 $ 5.8 $ 9.0
======= ======= =======
The 2001 and 2000 charges affected approximately 55 employees, of which 14
remain as of the end of the first quarter of 2001. The accrued liabilities
remaining as of the end of the first quarter of 2001 are comprised of
deferred severance payments and certain employee benefits. The Company
expects to pay a significant portion of the $9.0 million of employee
related costs, using cash from operations, during the next twelve months;
accordingly, such amounts are classified as other current liabilities.
10. In connection with the integration of former Whitman Corporation and former
PAS domestic benefit plans during the first quarter of 2001, the Company
will freeze pension benefit accruals for all salaried and non-union
employees effective December 31, 2001. Employees age 50 or older with 10 or
more years of vesting service were grandfathered such that they will
continue to accrue benefits after December 31, 2001 based on their final
average pay as of December 31, 2001. As a result of the curtailment, the
Company recognized a one-time curtailment gain of $8.9 million ($5.4
million after taxes). The existing domestic salaried and non-union pension
plans will be replaced by an additional Company contribution to the 401(K)
plan.
11. The Company uses aluminum swap contracts to hedge against volatility in
future cash flows on anticipated aluminum can purchases, the prices of
which are indexed to aluminum market prices. Realized gains and losses on
aluminum hedge contracts are deferred until the related finished products
are sold. See "Quantitative and Qualitative Disclosures About Market Risk -
Commodity Prices." Effective at the beginning of fiscal 2001, the Company
adopted Statement of Financial Accounting Standards ("SFAS") No. 133,
7
"Accounting for Derivative Instruments and Hedging Activities," as amended
by SFAS Nos. 137 and 138. In connection with the adoption, the Company
recognized an asset for the fair value of aluminum hedges of $1.4 million
and reclassified $0.4 million of previously deferred hedging losses to
accumulated other comprehensive income. Accordingly, the impact of adopting
SFAS No. 133, as amended, was an increase of $1 million in accumulated
other comprehensive income, all of which will be reclassified into cost of
goods sold during fiscal 2001.
As of the end of the first quarter of 2001, the Company had deferred $0.4
million of gains in accumulated other comprehensive income, a majority of
which will be reclassified into earnings during the next 12 months. The
Company has hedged a portion of its anticipated aluminum can purchases
through the end of fiscal 2002.
12. The Company continues to be subject to certain indemnification obligations
under agreements with previously sold subsidiaries, including potential
environmental liabilities. There is significant uncertainty in assessing
the Company's share of the potential liability for such indemnification.
The assessment and determination for cleanup at the various sites involved
is inherently speculative during the early stages, and the Company's
indemnification obligations for such costs is subject to various factors,
including possible secondary insurance recoveries and the allocation of
liabilities among many other potentially responsible and financially viable
parties.
At the end of the first quarter of 2001, the Company had accruals of $16.5
million to cover potential indemnification obligations, including $5.0
million classified as current liabilities. Such amounts are determined
using estimated undiscounted future cash requirements, and have not been
reduced by potential future insurance recoveries. During the second quarter
of 2000, a trust was established that will be used to satisfy a portion of
the future indemnification obligations. No payments were made by the trust
during the first quarter of 2001, and the trust held $33.8 million as of
the end of the first quarter of 2001.
The estimated liabilities include expenses for the remediation of
identified sites, payments to third parties for claims and expenses, and
the expenses of on-going evaluations and litigation. The estimates are
based upon the judgments of outside consultants and experts and their
evaluations of the characteristics and parameters of the sites, including
results from field inspections, test borings and water flows. The estimates
are based upon the use of current technology and remediation techniques,
and do not take into consideration any inflationary trends upon such claims
or expenses, nor do they reflect the possible benefits of continuing
improvements in remediation methods. The accruals also do not provide for
any claims for environmental liabilities or other potential issues which
may occur in the future.
The Company has contingent liabilities from various pending claims and
litigation on a number of matters, including indemnification claims under
agreements with previously sold subsidiaries for product liability and
toxic torts. The ultimate liability for these claims cannot be determined.
In the opinion of management, based upon information currently available,
the ultimate resolution of these claims and litigation, including potential
environmental exposures, and considering amounts already accrued, should
not have a material effect on the Company's financial condition, although
amounts recorded in a given period could be material to the results of
operations or cash flows for that period. Existing environmental
liabilities associated with the Company's continuing operations are not
material.
13. Basic earnings per share are based upon the weighted-average number of
common shares outstanding. Diluted earnings per share assume the exercise
of all options which are dilutive, whether exercisable or not. The dilutive
effects of stock options are measured under the treasury stock method.
Options to purchase 7,654,113 shares and 8,855,242 shares at a
weighted-average price of $18.90 and $17.24 per share that were outstanding
at the end of the first quarter of 2001 and 2000, respectively, were not
included in the computation of diluted EPS because the exercise price was
greater than the average market price of the common shares during the
quarter.
8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
RESULTS OF OPERATIONS
2001 FIRST QUARTER COMPARED WITH 2000 FIRST QUARTER
Due to the transaction with the former PAS completed in November 2000, the
Company believes that pro forma results provide a better indication of current
operating trends than reported results. Therefore, included within the following
discussion are explanations of both reported results and pro forma results.
Pro forma operating results assume the merger with the former PAS occurred
at the beginning of 2000 and exclude the impact of special charges and other
non-recurring items recorded in both quarters. The Company's business is highly
seasonal; accordingly, the operting results of any individual quarter may not be
indicative of a full year's operating results.
Net sales for the first quarter of 2001 and 2000 were as follows (in
millions):
Reported Pro Forma
---------------------- Percent --------------------- Percent
2001 2000 Change 2001 2000 Change
-------- --------- ------ -------- -------- ------
Domestic $ 614.4 $ 493.5 24.5 $ 614.4 $ 599.5 2.5
International 91.0 55.4 64.3 91.0 87.8 3.6
-------- -------- -------- --------
Total Net Sales $ 705.4 $ 548.9 28.5 $ 705.4 $ 687.3 2.6
======== ======== ======== ========
On a reported basis, net sales increased $156.5 million, or 28.5 percent,
in the first quarter of 2001 compared to the first quarter of 2000, primarily
reflecting sales contributed by the additional territories acquired from the
former PAS. The balance of the growth in sales resulted primarily from improved
pricing.
On a pro forma basis, net sales increased $18.1 million, or 2.6 percent.
The growth in net sales includes an increase in domestic sales of $14.9 million
and an increase in international sales of $3.2 million. The increase in domestic
sales resulted from improved pricing, up 2.4 percent, on essentially flat
volume, up 0.1 percent. On an 8-ounce equivalent case basis, domestic volume
grew 1.5 percent, reflecting the mix shift to the 2-liter and 24-ounce
polyethylene (PET) packages. Although domestic volume grew only slightly, total
Pepsi-Cola brands were stronger, growing just under one percent, led by Sierra
Mist, which was introduced in the fourth quarter of 2000, and strong growth in
Aquafina. The higher international sales were due, in part, to incremental sales
in Trinidad and Tobago, territories acquired in December 2000. Excluding these
territories, international sales increased $1 million, or 1.1 percent, driven by
a 5.9 percent increase in core volume, offset by currency devaluation and a
decrease in lower margin private label sales in Central Europe.
The consolidated gross profit margin on a reported basis decreased to 39.3
percent of sales in the first quarter of 2001 compared with 41.8 percent of
sales in the first quarter of 2000. The domestic gross profit margin was lower
due to increased concentrate costs and other cost of goods sold, including
higher utilities, as well as the inclusion in 2001 of lower margin territories
of the former PAS. The international gross profit margin decreased due, in part,
to unfavorable impacts of foreign currency. A portion of the product costs in
the international operations is fixed in U.S. dollars and therefore was not
favorably affected by currency devaluation.
On a pro forma basis, the consolidated gross profit margin decreased to
39.3 percent of sales in the first quarter of 2001 from 40.1 percent in the
first quarter of 2000. The domestic gross profit margin was lower due to the
increased concentrate costs and other cost of goods sold as previously
discussed. The international profit margin was down slightly due to currency
devaluation, partially offset by improved margins in the Caribbean resulting
from strong volume and pricing improvements.
9
Reported selling, delivery and administrative ("SD&A") expenses represented
31.5 percent of sales in the first quarter of 2001 compared with 33.1 percent in
the first quarter of 2000. The decline in the percentage of SD&A expenses is
attributable to domestic cost reduction efforts initiated in the fourth quarter
of 2000, which resulted in lower compensation and benefit costs, as well as the
impact of the lower cost structure of the Caribbean operations of the former PAS
in the first quarter of 2001.
On a pro forma basis, SD&A expenses as a percent of sales in the first
quarter of 2001 were 31.5 percent compared to 32.5 percent in the first quarter
of 2000. Domestic SD&A costs as a percent of sales were lower due to the
aforementioned cost reduction efforts and international SD&A costs reflect the
benefits from currency devaluation experienced in Central Europe, which
favorably impacted costs as reported in U.S. dollars.
As a result of the actions taken with respect to the merger with the former
PAS, which resulted in a special charge of $4.6 million ($2.8 million after tax)
recorded in the first quarter of 2001 and a special charge of $21.7 million
($13.2 million after tax) recorded in the fourth quarter of 2000, the Company
expects to realize annual savings of approximately $16 million, primarily in
2002 and 2003. This includes reduced employee related costs in both the existing
territories and the territories of the former PAS and the benefits of
centralized procurement through PepsiCo. A portion of the charges recorded in
2001 and 2000 resulted from payments to former executives of the Company, which
will not result in future savings or benefits.
Operating income for the first quarter of 2001 and 2000 was as follows (in
millions):
Reported Pro Forma
---------------------- Percent --------------------- Percent
2001 2000 Change 2001 2000 Change
-------- --------- ------ -------- -------- ------
Domestic $ 59.2 $ 49.8 18.9 $ 54.9 $ 54.5 0.7
International (12.4) (12.2) (1.6) (12.4) (14.5) 14.5
-------- -------- -------- --------
Total Operating Income $ 46.8 37.6 24.5 $ 42.5 $ 40.0 6.3
======== ======== ======== ========
In the first quarter of 2001, reported operating income increased $9.2
million, or 24.5 percent. Included in the first quarter of 2001 were a special
charge of $4.6 million and a gain on pension curtailment of $8.9 million.
Excluding these non-recurring items, reported operating income increased $4.9
million, or 13.0 percent, primarily due to the domestic operating income
contributed by the acquired territories. Reported international operating losses
increased by $0.2 million due to the addition in 2001 of operating losses of the
Caribbean territories acquired from the former PAS.
On a pro forma basis, operating income increased $2.5 million, or 6.3
percent from the first quarter of 2000. The improvement was primarily driven by
a $2.1 million reduction in operating losses in the international operations.
This improvement was due to strong sales growth in the Caribbean markets and
lower costs, principally depreciation, in Central Europe. Domestic operating
income increased $0.4 million, or 0.7 percent due to improved pricing and cost
reduction efforts initiated in the fourth quarter of 2000, partially offset by
higher cost of goods sold, including concentrate costs.
Net interest expense increased $4.2 million in the first quarter of 2001 to
$24.5 million. This increase was principally due to the increase in the average
outstanding net debt resulting from the transaction with the former PAS.
The Company reported other income of $1.5 million in the first quarter of
2001 compared to $2.1 million reported in the first quarter of 2000. Included in
other income in the first quarter of 2000 is a gain of $2.6 million resulting
from the sale of the franchise operations in the Baltics. Absent this gain,
other income was favorable to the first quarter of 2000 by $2.0 million, which
was due, in part, to lower real estate taxes on non-operating real estate. The
favorable trend in real estate tax is not expected to continue in future
quarters.
10
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by continuing operations decreased by $19.6 million to
$19.1 million in the first quarter of 2001. This decrease was primarily due to
changes in other assets and liabilities, which were due in part to higher
up-front payments for deferred advertising and marketing programs. In addition,
the receivables securitization structure implemented in the fourth quarter of
2000 accelerated cash flow from the Company's seasonal holiday sales that
otherwise would have been collected during the first quarter.
Investing activities of $5.1 million in the first quarter of 2001 included
cash paid to acquire the minority partner's interest in the soft drink
operations in New Orleans, as well as payments related to the acquisition of
Trinidad and Tobago. Investing activities in the first quarter of 2000 included
$2.5 million of net proceeds received from the sale of the Company's Baltics
operations. The Company made capital investments of $37.7 million, net of
proceeds from asset sales, in its operations in the first quarter of 2001
compared with $34.3 million in the first quarter of 2000. The increase resulted
from capital spending in the acquired territories in 2001, partially offset by
reduced capital investments to support the Company's cold drink initiative,
reflecting the Company's focus on the refurbishment and redeployment of cold
drink equipment. Proceeds from the sales of investments in the first quarter of
2001 related to miscellaneous land sales associated with the Company's
non-operating real estate subsidiaries.
The Company's total debt increased $21.5 million to $1,394.9 million at the
end of the first quarter of 2001, from $1,373.4 million at the end of fiscal
2000. During February and March 2001, the Company issued $200 million and $150
million of notes with coupon rates of 5.95 percent due 2006 and 5.79 percent due
2013, respectively. The notes issued in March 2001 will be remarketed in March
2003, at which time the notes will either be mandatorily purchased and reissued
by the underwriter or mandatorily redeemed by the Company. Proceeds from these
notes were used to repay outstanding commercial paper. The Company repurchased
no shares of its common stock in the first quarter of 2001, but did repurchase
2.6 million shares for $31.5 million in the first quarter of 2000. The issuance
of common stock, from treasury shares for the exercise of stock options resulted
in cash inflows of $6.6 million in the first quarter of 2001, compared to $1.0
million in the first quarter of 2000.
The Company has a revolving credit agreement with maximum borrowings of
$750 million, which acts as a back-up for the Company's $750 million commercial
paper program; accordingly, the Company has a total of $750 million available
under the commercial paper program and revolving credit facility combined. Total
commercial paper borrowings were $200 million at the end of the first quarter of
2001. The Company believes that with its existing operating cash flows,
available lines of credit, and the potential for additional debt and equity
offerings, it will have sufficient resources to fund its future growth and
expansion.
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements of
expected future developments, as defined in the Private Securities Litigation
Reform Act of 1995. The forward-looking statements in this Form 10-Q refer to
the expectations regarding continuing operating improvement and other matters.
These forward-looking statements reflect management's expectations and are based
on currently available data; however, actual results are subject to future risks
and uncertainties, which could materially affect actual performance. Risks and
uncertainties that could adversely affect such future performance include, but
are not limited to, the following: competition, including product and pricing
pressures; changing trends in consumer tastes; changes in the Company's
relationship and/or support programs with PepsiCo and other brand owners; market
acceptance of new product offerings; weather conditions; cost and availability
of raw materials; availability of capital; labor and employee benefit costs;
unfavorable interest rate and currency fluctuations; costs of legal proceedings;
outcomes of environmental claims and litigation; and general economic, business
and political conditions in the countries and territories where the Company
operates.
These events and uncertainties are difficult or impossible to predict
accurately and many are beyond the Company's control. The Company assumes no
obligation to publicly release the result of any revisions that may be made to
any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated
events.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company is subject to various market risks, including risks from
changes in commodity prices, interest rates and currency exchange rates.
Commodity Prices
The risk from commodity price changes relates to the Company's ability to
recover higher product costs through price increases to customers, which may be
limited due to the competitive pricing environment that exists in the soft drink
business. The Company uses swap contracts to hedge price fluctuations for a
portion of its aluminum requirements. Each contract hedges price fluctuations on
a portion of the Company's aluminum can requirements over a specified period of
time. Because of the high correlation between aluminum commodity prices and the
Company's contractual cost of aluminum cans, the Company considers these hedges
to be highly effective. As of the end of the first quarter of 2001, the Company
has hedged a portion of its future aluminum requirements through the end of
fiscal 2002.
Interest Rates
In the first quarter of 2001, the risk from changes in interest rates was
not material to the Company's operations because a significant portion of the
Company's debt issues were fixed rate obligations. The Company's floating rate
exposure relates to changes in the six month LIBOR rate and the overnight
Federal Funds rate. Assuming consistent levels of floating rate debt with those
held at the end of the first quarter of 2001, a 50 basis point (0.5 percent)
change in each of these rates would not have had a significant impact on the
Company's first quarter 2001 interest expense. The Company has from time to time
used interest rate swaps and forward contracts to convert fixed rate debt to
floating rate debt and to lock interest rates on debt issues; however, there
were no such agreements outstanding at the end of the first quarter of 2001. The
Company had cash equivalents throughout the first quarter of 2001, principally
invested in money market funds and commercial paper, which were most closely
tied to overnight Federal Funds rates. Assuming a change of 50 basis points in
the rate of interest associated with the Company's cash equivalents, interest
income would not have changed by a significant amount.
Currency Exchange Rates
Because the Company operates in international franchise territories, it is
subject to exposure resulting from changes in currency exchange rates. Currency
exchange rates are influenced by a variety of economic factors including local
inflation, growth, interest rates and governmental actions, as well as other
factors. The Company currently does not hedge the translation risks of
investments in its international operations. Any positive cash flows generated
by international operations have been reinvested in the operations or used to
repay intercompany loans from the manufacturing operations in Poland.
International operations, based on sales, represented approximately 13
percent of the Company's total operations in the first quarter of 2001. Changes
in currency exchange rates impact the translation of the results of certain
international operations from their local currencies into U.S. dollars. If the
currency exchange rates had changed by five percent in the first quarter of
2001, the Company estimates the impact on reported operating income would not
have been significant. This estimate does not take into account the possibility
that rates can move in opposite directions and that gains in one category may or
may not be offset by losses from another category.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a). Exhibits.
12. Statement of Calculation of Ratio of Earnings to Fixed Charges.
(b). Reports on Form 8-K.
On January 25, 2001, the Company filed a current report which, under
Item 5, disclosed that the Company had changed its name from "Whitman
Corporation" to "PepsiAmericas, Inc."
On February 2, 2001, the Company filed a current report which included
the press release issued to the public by the Company on February 1,
2001, announcing financial results for the fourth quarter and fiscal
year of 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PEPSIAMERICAS, INC.
Date: May 14, 2001 By: /s/ G. MICHAEL DURKIN, JR.
------------ -------------------------------------
G. Michael Durkin, Jr.
Senior Vice President and Chief Financial Officer
(As Chief Accounting Officer and Duly
Authorized Officer of PepsiAmericas, Inc.)
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