-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T+ShXJHeHWtdO/bYM3MszjYejRUqNN1NWPfhIeWjqD0oTjksdDZ1Wew3UZch1Qmg xku7ronxB6SxSdrrtqQwaQ== 0000906234-95-000005.txt : 19951119 0000906234-95-000005.hdr.sgml : 19951119 ACCESSION NUMBER: 0000906234-95-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DR PEPPER BOTTLING COMPANY OF TEXAS CENTRAL INDEX KEY: 0000843397 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 752008278 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-28349 FILM NUMBER: 95592603 BUSINESS ADDRESS: STREET 1: 2304 CENTURY CTR CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 2145791024 MAIL ADDRESS: STREET 1: 2304 CENTURY CENTER CITY: IRVING STATE: TX ZIP: 75062 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DR PEPPER BOTTLING HOLDINGS INC CENTRAL INDEX KEY: 0000843396 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 752275754 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-28349-01 FILM NUMBER: 95592604 BUSINESS ADDRESS: STREET 1: 2304 CENTURY CTR CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 2145791024 MAIL ADDRESS: STREET 1: 2304 CENTURY CENTER CITY: IRVING STATE: TX ZIP: 75062 10-Q 1 THIRD QUARTER 1995 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 10-Q ------------- [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 or [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file numbers: 33-56292-01 and 33-56292 DR PEPPER BOTTLING HOLDINGS, INC. DR PEPPER BOTTLING COMPANY OF TEXAS - --------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 75-2275754 Texas 75-2008278 - -------------------------------- -------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification Incorporation or Organization) No.) 2304 Century Center Blvd. Irving, Texas 75062 (214) 579-1024 - --------------------------------------------------------------------------- (Address, Including Zip Code, and Telephone Number, Including Area Code of Registrant's Principal Executive Offices) - --------------------------------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) 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 [_] The number of shares outstanding of each of the issuers' classes of common stock as of September 30, 1995 was as follows: 13,642,168 shares of Class A Common Stock, par value $.01 per share, of Dr Pepper Bottling Holdings, Inc., and 100 shares of Common Stock, par value $.01 per share, of Dr Pepper Bottling Company of Texas. PART I FINANCIAL INFORMATION Page ---- Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 22 DR PEPPER BOTTLING HOLDINGS, INC. AND SUBSIDIARY Consolidated Balance Sheets September 30, 1995 and December 31, 1994 (In thousands) ASSETS
September 30, 1995 December 31, (Unaudited) 1994 ------------- ------------ Current assets: Cash & cash equivalents $ 14,795 $ 7,794 Accounts receivable: Trade, less allowance for doubtful accounts of $530 in September 1995 and $371 in December 1994 24,623 24,479 Other 3,623 3,463 Inventories 13,892 12,183 Prepaid expenses 7,138 5,671 -------- -------- Total current assets 64,071 53,590 Property, plant and equipment, net 65,356 65,946 Other assets at amortized cost: Goodwill and other intangible assets 109,607 111,149 Debt issuance costs 8,230 9,514 -------- -------- Total assets $247,264 $240,199 ======== ======== See accompanying notes to consolidated financial statements.
DR PEPPER BOTTLING HOLDINGS, INC. AND SUBSIDIARY Consolidated Balance Sheets September 30, 1995 and December 31, 1994 (In thousands, except per share amounts) LIABILITIES AND STOCKHOLDERS' DEFICIT
September 30, 1995 December 31, (Unaudited) 1994 ------------- ------------ Current liabilities: Accounts payable $ 27,763 $ 34,285 Accrued expenses 24,242 14,935 Current maturities of long-term debt and obligations under capital leases (note 7) 15,792 14,448 -------- -------- Total current liabilities 67,797 63,668 Long-term debt and obligations under capital leases, less current maturities (note 7) 282,620 287,099 Cumulative redeemable senior exchangeable preferred stock, $.01 par value. Authorized 2,150 shares; issued and outstanding 1,511 shares in 1995 and 1,430 shares in 1994; aggregate liquidation preference $38,775 (note 10) 36,677 33,502 Stockholders' deficit (notes 3 and 11): Class A common stock, $.01 par value. Authorized 20,000 shares; issued and outstanding 13,642 in 1995 and 1994 136 136 Additional paid-in capital 14,383 14,383 Consideration to continuing predecessor shareholders in excess of book value (33,948) (33,948) Deficit (120,401) (124,641) --------- --------- Total stockholders' deficit (139,830) (144,070) --------- --------- Total liabilities and stockholders' deficit $ 247,264 $ 240,199 ========= ========= See accompanying notes to consolidated financial statements.
DR PEPPER BOTTLING HOLDINGS, INC. AND SUBSIDIARY Consolidated Statements of Operations For the Nine Months Ended September 30, 1995 and 1994 (In thousands, except per share amounts) UNAUDITED
Three Months Ended Nine Months Ended ----------------------------- ----------------------------- September 30, September 30, September 30, September 30, 1995 1994 1995 1994 ------------- ------------- ------------- ------------- Net sales $101,612 $91,232 $279,247 $252,002 Cost of sales (note 12) 67,480 59,994 180,763 161,185 ------- ------- -------- -------- Gross profit 34,132 31,238 98,484 90,817 Operating expenses: Marketing expenses 2,535 1,938 6,647 5,413 Administrative and general expenses 18,300 16,886 51,410 48,033 Depreciation (note 12) 1,510 1,440 4,379 4,248 Amortization of intangible assets 1,361 1,289 4,002 3,946 ------- ------- -------- -------- Total operating expenses 23,706 21,553 66,438 61,640 ------- ------- -------- -------- Operating profit 10,426 9,685 32,046 29,177 Other expense (income): Interest expense 5,155 5,556 15,790 16,717 Amortization of deferred debt issuance costs 428 428 1,283 1,283 Gain from disposition of assets (4) (7) (8) Bond accretion 2,664 2,379 7,769 6,939 Other (190) (102) (403) (260) ------- ------- -------- -------- Total other expense 8,053 8,254 24,439 24,671 ------- ------- -------- -------- Income before provision for income taxes 2,373 1,431 7,607 4,506 Provision for income taxes 64 35 192 105 ------- ------- -------- -------- Net income 2,309 1,396 7,415 4,401 ======= ======= ======== ======== Net income per common share (note 14) $ 0.09 $ 0.03 $ 0.31 $ 0.11 ======= ======= ======== ======== See accompanying notes to consolidated financial statements.
DR PEPPER BOTTLING HOLDINGS, INC. AND SUBSIDIARY Consolidated Statement of Stockholders' Deficit (In thousands) UNAUDITED
Consideration to continuing Predecessor Additional stockholders Common Stock paid-in in excess of ------------------ Shares Amount capital Deficit book value Totals ------- ------- ---------- ----------- -------------- ---------- Balance at December 31, 1994 13,642 $136 $14,383 ($124,641) ($33,948) ($144,070) Accretion of preferred stock (note 10) (48) (48) Preferred stock dividend (983) (983) Net income 2,365 2,365 ------- ------- -------- --------- -------- --------- Balance at March 31, 1995 13,642 $136 $14,383 ($123,307) ($33,948) ($142,736) ======= ======= ======== ========= ======== ========= Accretion of preferred stock (note 10) (48) (48) Preferred stock dividend (1,010) (1,010) Net income 2,740 2,740 ------- ------- -------- --------- -------- --------- Balance at June 30, 1995 13,642 $136 $14,383 ($121,625) ($33,948) ($141,054) ======= ======= ======== ========= ======== ========= Accretion of preferred stock (note 10) (48) (48) Preferred stock dividend (1,037) (1,037) Net income (loss) 2,309 2,309 ------- ------- -------- --------- -------- --------- Balance at September 30, 1995 13,642 $136 $14,383 ($120,401) ($33,948) ($139,830) ======= ======= ======== ========= ======== ========= See accompanying notes to consolidated financial statements.
DR PEPPER BOTTLING HOLDINGS, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 1995 and 1994 (In thousands) UNAUDITED
Nine Months Ended ---------------------------- September 30, September 30, 1995 1994 ------------- ------------- Cash flows from operating activities: Net income $ 7,415 $ 4,401 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of property, plant and equipment 6,948 6,821 Amortization of other assets 5,285 5,229 Accretion of discount on discount notes 7,769 6,939 Gain on sale of assets 0 (8) Changes in assets and liabilities: Accounts receivable (304) (3,467) Inventories (1,710) (6,624) Prepaid assets (1,466) (2,235) Accounts payable (6,523) 5,915 Accrued expenses 9,308 3,288 ------- ------- Total adjustments 19,307 15,858 ------- ------- Net cash provided by operating activities 26,722 20,259 Cash flows from investing activities: Cash paid for acquisition, net of cash acquired (2,542) Additions to property, plant and equipment (6,350) (8,052) Proceeds from sale of property, plant and equipment 75 280 ------- ------- Net cash used in investing activities (8,817) (7,772) Cash flows from financing activities: Payment of long-term debt (10,904) (14,704) Proceeds from borrowings under credit agreement 5,000 Purchase of senior notes (5,000) ------- ------- Net cash used in financing activities (10,904) (14,704) Net increase in cash and cash equivalents 7,001 (2,217) Cash and cash equivalents at beginning of year 7,794 16,955 ------- ------- Cash and cash equivalents at end of period $14,795 $14,738 ======= ======= See accompanying notes to consolidated financial statements.
DR PEPPER BOTTLING COMPANY OF TEXAS Balance Sheets September 30, 1995 and December 31, 1994 (In thousands) ASSETS
September 30, 1995 December 31, (Unaudited) 1994 ---------------- ------------ Current assets: Cash & cash equivalents $ 14,770 $ 7,769 Accounts receivable: Trade, less allowance for doubtful accounts of $530 in September 1995 and $371 in December 1994 24,624 24,479 Other 3,291 3,748 Inventories 13,893 12,183 Prepaid expenses 7,732 5,671 -------- -------- Total current assets 64,310 53,850 Property, plant and equipment, net 65,356 65,946 Other assets at amortized cost: Goodwill and other intangible assets 109,607 111,149 Debt issuance costs 5,831 6,871 -------- -------- Total assets $245,104 $237,816 ======== ========
DR PEPPER BOTTLING COMPANY OF TEXAS Balance Sheets September 30, 1995 and December 31, 1994 (In thousands, except per share amounts) LIABILITIES AND STOCKHOLDERS' DEFICIT
September 30, 1995 December 31, (Unaudited) 1994 ------------- ------------ Current liabilities: Accounts payable $ 27,763 $ 34,285 Accrued expenses 24,242 14,935 Current maturities of long-term debt and obligations under capital leases 15,792 14,448 -------- -------- Total current liabilities 67,797 63,668 Long-term debt and obligations under capital leases, less current maturities 187,012 199,261 Stockholders' deficit: Common stock, $.01 par value. Authorized 11,000 shares; issued and outstanding .1 shares in 1995 and 1994 1 1 Additional paid-in capital (note 2) 110,228 110,227 Consideration to continuing predecessor shareholders in excess of book value (33,948) (33,948) Deficit (85,986) (101,393) --------- --------- Total stockholders' deficit (9,705) (25,113) --------- --------- Total liabilities and stockholders' deficit $ 245,104 $ 237,816 ========= =========
DR PEPPER BOTTLING OF TEXAS Statements of Operations For the Nine Months Ended September 30, 1995 and 1994 (In thousands) UNAUDITED
Three Months Ended Nine Months Ended ------------------------------ ----------------------------- September 30, September 30, September 30, September 30, 1995 1994 1995 1994 -------------- ------------- ------------- ------------- Net sales $101,612 $91,232 $279,247 $252,002 Cost of sales 67,480 59,994 180,763 161,185 ------- ------- -------- -------- Gross profit 34,132 31,238 98,484 90,817 Operating expenses: Marketing expenses 2,535 1,937 6,647 5,413 Administrative and general expenses 18,300 16,885 51,410 48,032 Depreciation 1,510 1,440 4,379 4,248 Amortization of intangible assets 1,361 1,289 4,002 3,946 ------- ------- -------- -------- Total operating expenses 23,706 21,551 66,438 61,639 ------- ------- -------- -------- Operating profit 10,426 9,687 32,046 29,178 Other expense (income): Interest expense 5,155 5,556 15,790 16,717 Amortization of deferred debt issuance costs 346 346 1,038 1,038 Gain from disposition of assets (4) (7) (8) Other (183) (94) (381) (244) ------- ------- ------- -------- Total other expense 5,314 5,801 16,447 17,503 ------- ------- ------- -------- Income before provision for income taxes 5,112 3,886 15,599 11,675 Provision for income taxes 64 35 192 105 ------- ------- -------- -------- Net income 5,048 3,851 15,407 11,570 ======= ======= ======= ========
DR PEPPER BOTTLING COMPANY OF TEXAS Statement of Stockholders' Deficit (In thousands) UNAUDITED
Consideration to continuing Predecessor Additional stockholders Common Stock paid-in in excess of ------------------ Shares Amount capital Deficit book value Totals ------- ------- ------------ ------------ -------------- ---------- Balance at December 31, 1994 0.1 $1 $110,227 ($101,393) ($33,948) ($25,113) Net income 4,957 4,957 ------ ------ -------- --------- -------- -------- Balance at March 31, 1995 0.1 $1 $110,227 ($ 96,436) ($33,948) ($20,156) ====== ====== ======== ========= ======== ======== Net income 5,403 5,403 ------ ------ -------- --------- -------- -------- Balance at June 30, 1995 0.1 $1 $110,227 ($ 91,033) ($33,948) ($14,753) ====== ====== ======== ========= ======== ======== Net income 5,048 5,048 ------ ------ -------- --------- -------- -------- Balance at September 30, 1995 0.1 $1 $110,227 ($ 85,985) ($33,948) ($9,705) ====== ====== ======== ========= ======== ========
DR PEPPER BOTTLING COMPANY OF TEXAS Statements of Cash Flows For the Nine Months Ended September 30, 1995 and 1994 (In thousands) UNAUDITED
Nine Months Ended ---------------------------- September 30, September 30, 1995 1994 ------------- ------------- Cash flows from operating activities: Net income $15,407 $11,569 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of property, plant and equipment 6,948 6,821 Amortization of other assets 5,040 4,984 Gain on sale of assets (8) Changes in assets and liabilities: Accounts receivable (282) (3,451) Inventories (1,709) (6,624) Prepaid assets (1,466) (2,235) Accounts payable (6,523) 5,915 Accrued expenses 9,307 3,289 ------- -------- Total adjustments 11,315 8,691 ------- -------- Net cash provided by operating activities 26,722 20,260 Cash flows from investing activities: Cash paid for acquisition, net of cash acquired (2,542) Additions to property, plant and equipment (6,350) (8,052) Proceeds from sale of property, plant and equipment 75 280 ------- -------- Net cash used in investing activities (8,817) (7,772) Cash flows from financing activities: Payment of long-term debt (10,904) (14,704) Proceeds from borrowings under credit agreement 5,000 Purchase of senior notes (5,000) ------- -------- Net cash used in financing activities (10,904) (14,704) ------- -------- Net increase in cash and cash equivalents 7,001 (2,216) Cash and cash equivalents at beginning of year 7,769 16,930 ------- -------- Cash and cash equivalents at end of period $ 14,770 $ 14,714 ======== ========
DR PEPPER BOTTLING HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements Unaudited September 30, 1995 1. GENERAL ------- The accompanying consolidated balance sheets of Dr Pepper Bottling Holdings, Inc. ("Holdings") and its wholly owned subsidiary, Dr Pepper Bottling Company of Texas (the "Company" or "Subsidiary"), and of Dr Pepper Bottling Company of Texas as of September 30, 1995, and December 31, 1994, the related consolidated condensed statements of operations for the three months and nine months ended September 30, 1995 and 1994, the related consolidated condensed statements of stockholders' deficit for the nine months ended September 30, 1995, and the related consolidated condensed statements of cash flows for the nine months ended September 30, 1995 and 1994 are unaudited but, in the opinion of the Company and Holdings, reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation. Such financial statements are for interim periods and do not include all detail normally provided in annual financial statements and should be read in conjunction with the financial statements of the Company and Holdings, and notes thereto, included in the Prospectus of the Company and Holdings, dated May 9, 1995, relating to the Company's 10 1/4% Senior Notes due 2000 (the "Senior Notes") and Holdings' 11 5/8% Senior Discount Notes due 2003 (the "Discount Notes"), filed with the Securities and Exchange Commission (File Nos. 33-56292 and 33-56292-01, respectively) (the "Prospectus"). Effective October 28, 1988, Holdings acquired all of the outstanding common stock of the Company (the "Acquisition") in a business combination accounted for as a purchase. As Holdings is essentially a holding company whose principal asset is its investment in the Company, all purchase adjustments have been recorded on the books of the Company. To the extent that the Acquisition included new investors, the Company adjusted property, plant and equipment to their estimated fair values as of the Acquisition date and retired related accumulated depreciation. Holdings, through its subsidiary, is principally engaged in producing, marketing and distributing carbonated soft drinks in Dallas/Fort Worth, Houston, Waco, and Galveston. Soft drink operations are conducted pursuant to franchise agreements with companies owning the rights to soft drink formulae. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ (a) Cash Equivalents Cash equivalents consist of highly liquid debt instruments with original maturities of three months or less. (b) Inventories Inventories are stated at the lower of first-in, first-out (FIFO) cost or market. (c) Property, Plant and Equipment Property, plant and equipment are stated at cost. For financial reporting purposes, depreciation is provided on the straight-line method over the estimated useful lives of the assets. Maintenance and repairs are charged to operations as incurred; renewals and betterments are capitalized and depreciated. The cost and accumulated depreciation of assets sold or disposed of are removed from the accounts. Resultant profit or loss on such transactions is credited or charged to earnings. (d) Intangible Assets Excess of cost over fair market value of net assets of acquired business and costs of franchises are being amortized on a straight-line basis over 10 to 40 years. (e) Other Assets Debt issuance costs incurred in connection with acquisitions and the recapitalization plan described below are deferred and will be amortized by the interest method over the terms of the related debt agreements (7 to 25 years). Covenants not to compete are amortized over the terms of the agreements (5 to 10 years). (f) Marketing Expense Marketing costs include costs of advertising, marketing and promotional programs. Prepaid advertising consists of various marketing, media and advertising prepayments; these assets are expensed in the year used. Marketing costs, other than prepayments, are expensed in the year incurred. 3. RECAPITALIZATION PLAN --------------------- During the first quarter of 1993, the Company and Holdings completed a recapitalization plan (the "Recapitalization Plan") the purpose of which plan was to reduce the aggregate amount of interest expense and preferred stock dividend requirements. The Company recorded an extraordinary loss of approximately $32 million in connection with the early retirement of a total of $192.2 million principal payment amount of notes and debentures. The aggregate purchase price (including costs to extinguish the debt) of such indebtedness was $223.8 million, financed principally through newly issued debt and preferred stock. The Recapitalization Plan is described in more detail in notes 5, 6, 8, 9, and 10. 4. BUSINESSES ACQUIRED ------------------- On April 13, 1993, pursuing its operating strategy of acquiring contiguous bottling territories, the Company acquired all of the operating assets of Dr Pepper Bottling Company of Galveston, Inc. for $9 million in cash and $1 million payable over five years under a non-competition agreement. On June 15, 1995, the Company acquired Big Red Distributing, Inc. for $2.5 million in cash. 5. 1993 BANK CREDIT AGREEMENT -------------------------- Pursuant to the Recapitalization Plan, on February 18, 1993, the Company entered into a credit agreement (the "1993 Bank Credit Agreement") with certain banks providing for (i) a term loan facility in the aggregate amount of $100 million and (ii) a revolving line of credit facility in the aggregate amount of $25 million. On March 22, 1993, as contemplated by the Recapitalization Plan, the Company borrowed $91.7 million under the term loan facility of the 1993 Bank Credit Agreement to redeem all of the then outstanding Senior Exchangeable Preferred Stock of the Company. The facilities mature December 31, 1999. The 1993 Bank Credit Agreement contains customary restrictive covenants and requires the Company, among other things, to satisfy certain financial ratios and restrict investments, capital expenditures, additional debt and payments of dividends. Amounts owed under the 1993 Bank Credit Agreement are the direct obligations of the Company and are unconditionally guaranteed by Holdings. 6. SALE/LEASEBACK -------------- As part of the Recapitalization Plan, on February 18, 1993, the Company entered into an amendment to the lease agreement entered into by the Company on June 28, 1989, in connection with the sale/leaseback of its Irving and Houston, Texas production facilities. The amendment to the lease agreement modified certain covenants contained therein, increased rent by $500,000 per annum, and eliminated the consumer price index adjustment to the rent scheduled to be effected on July 1, 1994. In connection with the amendment, Donaldson Lufkin & Jenrette Securities Corporation ("DLJ") obtained the right to sell the note (the "Landlord Note") held by the lender to the landlord under the lease agreement. The Landlord Note was sold on October 19, 1993 at a price of $17,698,500 (the "Sales Price") plus accrued interest of $95,985. DLJ received a commission of $176,985 in connection with such sale (1% of the Sales Price) and reimbursement of $94,472 for expenses incurred in connection with such sale, both of which were paid out of the proceeds from such sale. The remaining proceeds from such sale in excess of the principal amount of the Landlord Note plus accrued interest ($1,227,043) were paid to the Company and reflected as a reduction of the loss on recapitalization of debt. The present value of the increased rent payments was added to long term debt on the Company's and Holdings' balance sheets. 7. LONG-TERM DEBT -------------- Long-term debt at September, 30, 1995 and December 31, 1994 is summarized as follows:
(In thousands) Sept. 30, Dec. 31, 1995 1994 ---------- ---------- Facility A borrowing under 1993 Bank Credit Agreement $ 57,663 $ 68,069 Facility B borrowing under 1993 Bank Credit Agreement 5,000 Sale/leaseback borrowings, due in monthly installments of $333,167 through June 2014 26,761 27,019 Capital lease obligations 4 Senior notes, due February 15, 2000 112,000 117,000 Discount notes, due February 15, 2003 95,607 87,838 Covenant not to compete; liability at present value of payments 1,381 1,617 -------- -------- $298,412 $301,547 Less current portion 15,792 14,448 -------- -------- $282,620 $287,099 ======== ========
8. SENIOR NOTES ------------ As contemplated by the Recapitalization Plan, on February 18, 1993, the Company issued and sold $125,000,000 aggregate principal amount of Senior Notes. The Senior Notes bear interest at a rate of 10 1/4% per annum, payable semi-annually on February 15 and August 15 of each year, commencing August 15, 1993. The Senior Notes are redeemable at the option of the Company, in whole or in part, at any time on or after February 16, 1998, at 101.708% of the principal amount thereof, plus accrued interest, if any, if redeemed during the twelve-month period beginning February 16, 1998, and thereafter at 100% of the principal amount thereof, plus accrued interest, if any, until maturity. In the event of a change in control of the Company or Holdings, the Company will be obligated to make an offer to purchase all outstanding Senior Notes at a redemption price of 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase. During 1994, the Company purchased $8.0 million aggregate principal amount of its outstanding Senior Notes at an aggregate purchase price of $8.2 million. The purchase price was funded from cash on hand. In January 1995 the Company used the revolving line of credit facility to purchase an additional $5.0 million of its Senior Notes for $5.1 million. Under the terms of the indenture governing the Senior Notes, dividend payments on capital stock are restricted to the sum of (i) 50% of net income (or in the case of a net loss, 100% of the net loss) plus (ii) the proceeds from the issuance of capital stock, warrants or options plus (iii) $7.5 million. 9. DISCOUNT NOTES -------------- As contemplated by the Recapitalization Plan, on February 18, 1993, Holdings issued and sold $125,000,000 aggregate principal amount of Discount Notes. The Discount Notes were issued at a substantial discount from their principal amount. Commencing February 16, 1998, interest will accrue until maturity on the Discount Notes at a rate of 11 5/8% per annum. Interest on the Discount Notes is payable semi-annually on February 15 and August 15 of each year, commencing August 15, 1998. The Discount Notes are redeemable, in whole or in part, at the option of Holdings, on or after February 16, 1998, at amounts decreasing from 104.359% of the principal amount thereof, plus accrued interest, at February 16, 1998 to 100% of the principal amount thereof, plus accrued interest, at February 16, 2001, until maturity. In the event of a change in control of Holdings, Holdings will be obligated to make an offer to purchase all outstanding Discount Notes at a redemption price of 101% of the accreted value thereof on any repurchase date prior to February 16, 1998, or 101% of the principal amount thereof plus accrued and unpaid interest to any repurchase date on or after February 16, 1998. Under the terms of the indenture governing the Discount Notes, dividend payments on capital stock are restricted to the sum of (i) 50% of net income (or in the case of a net loss, 100% of the net loss) plus (ii) the proceeds from the issuance of capital stock, warrants or options plus (iii) $7.5 million. 10. HOLDINGS PREFERRED STOCK AND WARRANT ------------------------------------ As part of the Recapitalization Plan, Holdings sold, for an aggregate purchase price of $30 million, 1,200,000 shares of redeemable senior cumulative exchangeable preferred stock, par value $.01 per share, of Holdings (the "Preferred Stock") and a warrant to purchase up to 15% of the common stock of Holdings on a fully diluted basis. The Company redeemed all of the outstanding Senior Exchangeable Preferred Stock of the Company, in accordance with the Recapitalization Plan. Each share of Preferred Stock has a liquidation preference of $25.00 per share, plus accrued and unpaid dividends. Dividends are payable quarterly at the rate of $2.75 per annum per share. Dividends on the Preferred Stock are cumulative and, at the option of Holdings, may be paid through the issuance of additional shares of Preferred Stock on each dividend payment date through April 1, 1998. The Preferred Stock is optionally redeemable, in whole or in part, at $25.00 per share, plus accrued and unpaid dividends thereon on or after April 1, 1998, provided that Holdings is also entitled to optionally redeem Preferred Stock with all or a portion of the proceeds from an initial offering of Holdings common stock consummated on or before the third anniversary of the issuance of the Preferred Stock. On each of April 1, 2005 and 2006, Holdings is required to redeem 25% of the number of shares of Preferred Stock that is outstanding as of March 31, 2005, at $25.00 per share. On April 1, 2007, Holdings must redeem the remaining shares of Preferred Stock then outstanding at $25.00 per share. Shares redeemed by Holdings prior to the mandatory redemption dates are credited toward the mandatory redemption requirements on a pro rata basis. The Preferred Stock is exchangeable, in whole or in part, at the option of Holdings on any dividend payment date for 11% Junior Subordinated Exchange Debentures due 2006 of Holdings (the "Holdings Exchange Debentures"). Each share of Preferred Stock will be exchanged for $25.00 in principal amount of Holdings Exchange Debentures in denominations of $1,000 or integral multiples thereof. Differences between the carrying value of the Preferred Stock and redemption price ($25.00 per share) will be recognized through adjustments in the carrying value prior to the mandatory redemption dates. Upon the occurrence of a change in control, at the election of the holders of the Preferred Stock, Holdings will be required to purchase for cash all shares of Preferred Stock at $25.25 per share, plus accrued and unpaid dividends to the date of repurchase. 11. HOLDINGS COMMON STOCK --------------------- On November 1, 1993, pursuant to Holdings' Certificate of Incorporation, each share of Class B common stock outstanding was automatically converted to Class A common stock. 12. DEPRECIATION EXPENSES --------------------- Depreciation expenses included in cost of goods sold and in administrative and general expenses are as follows:
(In thousands) (In thousands) Three Mos. Ended Nine Mos. Ended ------------------ ------------------ Sept. 30, Sept. 30, Sept. 30, Sept. 30, 1995 1994 1995 1994 -------- -------- -------- -------- Cost of sales $ 837 $ 878 $2,569 $2,573 Administrative and general expenses 1,510 1,440 4,379 4,248 ------ ------ ------ ------ Total depreciation $2,347 $2,318 $6,948 $6,821 ====== ====== ====== ======
13. CHANGE IN ACCOUNTING PRINCIPLES - ACCOUNTING FOR INCOME TAXES ------------------------------------------------------------- (DOLLAR AMOUNTS IN THOUSANDS) ----------------------------- Under the asset and liability method of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". (Statement 109), deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense attributable to income from continuing operations was $140 for the year ended December 31, 1994, and differed from the amount computed by applying the U.S. federal income tax rate of 34 percent to pretax income from continuing operations as a result of the following:
1994 ---------- Computed "expected tax expense $ 997 Changes in income taxes resulting from utilization of net operating loss (1,340) carry-forward Amortization of goodwill 65 Alternative minimum tax 140 Other 178 ------- Total income tax expense $ 140 =======
The tax effect of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 1994 are presented below:
Deferred tax assets: 1994 ----------- Net operating loss carryforwards $ 28,784 Obligations under capital leases 8,605 Other 2,457 -------- Total gross deferred tax assets $ 39,846 Less valuation allowance (32,112) -------- Net deferred tax assets 7,734 -------- Deferred tax liabilities: Plant and equipment, principally due to differences in depreciation (3,586) Intangible assets due to differences in amortization (4,148) -------- Total gross deferred liabilities (7,734) -------- Net deferred tax liabilities $ - ========
For federal income tax purposes, the predecessor tax basis of assets and liabilities was retained following the Acquisition. At December 31, 1994, the Company had net operating loss carryforwards of approximately $84,658 which are available to offset future federal taxable income, if any, through 2008. At December 31, 1994, there were approximately $64,973 of net operating loss carryforwards available to offset future alternative minimum taxable income for federal income tax purposes. Net operating losses may not offset more than 90% of the Company's alternative minimum taxable income. The valuation allowance for deferred tax assets as of December 31, 1994 was $32,112. The net change in the total valuation allowance for the year ended December 31, 1994 was a decrease of $5,792. The change was primarily related to a change in net operating loss carryforwards during 1994. Income taxes paid for the year ended December 31, 1994 totaled $105,000. If the Company undergoes a more-than-50% ownership change within the meaning of section 382(g) of the Internal Revenue Code, then the Company will be limited in the use of the pre-ownership change net operating losses to offset future taxable income. A similar limitation would apply to any pre-ownership change tax credits. Also, to the extent that the taxable income of the Company for any future year exceeds the sum of any net operating losses arising after the date of the ownership change plus the amount of the annual limitation on the pre-ownership change net operating losses, the Company would be required to pay federal income tax on such excess. Although a more-than-50% ownership change within the meaning of section 382(g) of the Internal Revenue Code occurred with respect to the Company in October of 1988, the Company has determined that the annual limitation under section 382 of the Code on its pre-October 1988 net operating losses should be adequate to permit the full use of those net operating losses against future taxable income of the Company. Furthermore, although there can be no assurance that the Internal Revenue Service would not take a different position, the Company believes that a more-than-50% ownership change within the meaning of section 382(g) of the Internal Revenue Code has not occurred with respect to the Company after October 1988. 14. NET INCOME PER COMMON SHARE --------------------------- The net income per common share is computed by dividing net income, adjusted for dividends on Holdings' preferred stock and accretion of preferred stock for the difference between the carrying value and liquidation preference, by the weighted average number of common shares outstanding during each period.
(In thousands) (In thousands) Three Mos. Ended Nine Mos. Ended ---------------------- ---------------------- Sept. 30, Sept. 30, Sept. 30, Sept. 30, 1995 1994 1995 1994 ---------- --------- --------- ---------- Net income $ 2,309 $ 1,396 $ 7,415 $ 4,401 Preferred stock dividends (1,038) (931) (3,032) (2,720) Accretion of preferred stock (48) (47) (143) (142) ------- ------- ------- ------- $ 1,223 $ 418 $ 4,240 $ 1,539 Common shares outstanding 13,642 13,642 13,642 13,642 Net income per common share $ .09 $ .03 $ .31 $ .11 ======= ======= ======= =======
DR PEPPER BOTTLING HOLDINGS, INC. AND SUBSIDIARY Management's Discussion and Analysis of Financial Condition and Results of Operations September 30, 1995 GENERAL ------- The Company's primary measurement of unit volume is case sales. Case sales refers to physical cases of beverages sold, including both premix products (ready-to-serve beverages which are sold in tanks and converted to case sales on the basis of four cases per tank) and postmix products (fountain syrups to which carbonated water must be added and which are converted to case sales on the basis of one case per gallon.) Franchise case sales represent primarily sales of the Company's branded products to retailers only. Contract case sales are comprised of sales, primarily of products in cans, to unaffiliated bottling companies that hold soft drink franchises and to a wholesaler of private label brand soft drink products. Contract sales may fluctuate significantly from year to year, and are made at relatively low prices and gross profit margins (historically representing approximately 16% of contract sales revenues) due to the competition for such sales, and are not a primary focus of management in determining the Company's business strategy. As a result, management believes that changes in franchise net sales more accurately measure growth than changes in total net sales. The primary asset of Holdings is the common stock of the Company. Holdings conducts no business other than holding the common stock of the Company. As a result, net sales, cost of sales, operating expenses and operating profit are the same for the Company and Holdings. RESULTS OF OPERATIONS -- THREE MONTHS ENDED SEPTEMBER 30, 1995 --------------------- ------------------------------------- COMPARED TO THREE MONTHS ENDED ------------------------------ SEPTEMBER 30, 1994 ------------------ Net sales, excluding contract net sales, for the three months ended September 30, 1995 increased to $95.6 million compared to $85.0 million for the same period in 1994. The increase was due to a 4.8% increase in franchise case sales, with above average growth of Arizona Iced Tea (added during 1994) and above average growth in Dr Pepper, Country Time, Sunkist and Evian. Contract net sales for the three months ended September 30, 1995 decreased 2.8% from the same period in 1994 due to a decrease in both regular contract sales and private label contract sales. As a result of the foregoing, net sales for the three months ended September 30, 1995 increased 11.4% to $101.6 million compared to $91.2 million for the same period in 1994. Cost of sales for the three months ended September 30, 1995 increased to $67.5 million compared to $60.0 million for the same period in 1994. The increase was due primarily to an increase in franchise case sales as well as increases in the prices paid by the Company for certain raw materials, primarily concentrate, cans, and plastic bottles. These increased costs were partially offset by reduced cost of sweetener. As a percentage of net sales, cost of sales for the three months ended September 30, 1995 increased to 66.4% from 65.8% for the same period in 1994. Marketing expenses for the three months ended September 30, 1995 were $2.5 million, compared to $1.9 million for the same period in 1994. Marketing expenses represented approximately 2% of net sales in each period. Administrative and general expenses for the three months ended September 30, 1995 increased to $18.3 million compared to $16.9 million for the same period in 1994. The increase was due primarily to an increase of $.8 million in labor and employee benefit expenses, an increase of $.1 million in auto insurance, an increase of $.1 million in full service commissions, an increase of $.1 million in breakage and shrinkage, an increase of $.1 million in pallet expense and an increase of $.2 million in other expenses. Depreciation expense for the three months ended September 30, 1995 was $1.5 million, an increase of $.1 million from the same period in 1994. Amortization of intangible assets for the three months ended September 30, 1995 increased to $1.4 million, compared to $1.3 million for the same period in 1994. As a result of the above factors, operating profit for the three months ended September 30, 1995 increased to $10.4 million, or 10.3% of net sales, compared to $9.7 million, or 10.6% of net sales, for the same period in 1994. Interest expense for the Company for the three months ended September 30, 1995 decreased to $5.2 million from $5.6 million for the same period in 1994 due to reduction of debt. Amortization of the Company's deferred debt issuance costs for the three months ended September 30, 1995 was $.3 million, unchanged from the same period in 1994. As a result of the above factors, the Company's income before provision for income taxes for the three months ended September 30, 1995 was $5.1 million, compared to income of $3.9 million for the same period in 1994. The provision for income taxes increased to $64,000 from $35,000 for the same period in 1994. Net income of the Company for the three months ended September 30, 1995 was $5.0 million compared to net income of $3.9 million for the same period in 1994. Interest expense (including bond accretion on the Discount Notes) for Holdings for the three months ended September 30, 1995 was $7.8 million, compared to $7.9 million for the same period in 1994. Holdings' amortization of deferred debt issuance costs for the three months ended September 30, 1995 was $.4 million, unchanged from the same period in 1994. As a result of the above factors, Holdings generated a net income after provision for income taxes of $2.3 million for the three months ended September 30, 1995 compared to an income of $1.4 million for the same period in 1994. RESULTS OF OPERATIONS -- NINE MONTHS ENDED SEPTEMBER 30, 1995 --------------------- ------------------------------------ COMPARED TO NINE MONTHS ENDED ----------------------------- SEPTEMBER 30, 1994 ------------------ Net sales, excluding contract net sales, for the nine months ended September 30, 1995 increased to $262.2 million compared to $233.3 million for the same period in 1994. The increase was due to a 5.0% increase in franchise case sales, with above average growth of Arizona Iced Tea (added during 1994) and above average growth of Dr Pepper, Country Time, Sunkist and Evian. Contract net sales for the nine months ended September 30, 1995 decreased 9.0% from the same period in 1994 due to a decrease in both regular contract sales and private label contract sales. As a result of the foregoing, net sales for the nine months ended September 30, 1995 increased 10.8% to $279.2 million compared to $252.0 million for the same period in 1994. Cost of sales for the nine months ended September 30, 1995 increased to $180.8 million compared to $161.2 million for the same period in 1994. The increase was due primarily to an increase in franchise case sales as well as increases in the prices paid by the Company for certain raw materials, primarily concentrate, cans, and plastic bottles. These increased costs were partially offset by reduced cost of sweetener. As a percentage of net sales, cost of sales for the nine months ended September 30, 1995 increased to 64.7% from 64.0% for the same period in 1994. Marketing expenses for the nine months ended September 30, 1995 were $6.6 million, compared to $5.4 million for the same period in 1994. Marketing expenses represented approximately 2% of net sales in each period. Administrative and general expenses for the nine months ended September 30, 1995 increased to $51.4 million compared to $48.0 million for the same period in 1994. The increase was due primarily to an increase of $1.5 million in labor and employee benefit expenses, an increase of $.2 million in fleet expenses under a full service lease arrangement, an increase of $.2 million in auto insurance, an increase of $.3 million in full service commissions, an increase of $.3 million in breakage and shrinkage, an increase of $.2 million in pallet expense, an increase of $.1 million in materials and supplies, an increase of $.3 million in other expenses and a reduction of $.3 million in miscellaneous credits. Depreciation expense for the nine months ended September 30, 1995 was $4.4 million, an increase of $.2 million from the same period in 1994. Amortization of intangible assets for the nine months ended September 30, 1995 was $4.0 million, an increase of $.1 million from the same period in 1994. As a result of the above factors, operating profit for the nine months ended September 30, 1995 increased to $32.0 million, or 11.5% of net sales, compared to $29.2 million, or 11.6% of net sales, for the same period in 1994. Interest expense for the Company for the nine months ended September 30, 1995 decreased to $15.8 million from $16.7 million for the same period in 1994 due to reduction of debt. Amortization of the Company's deferred debt issuance costs for the nine months ended September 30, 1995 was $1.0 million, unchanged from the same period in 1994. As a result of the above factors, the Company's income before provision for income taxes for the nine months ended September 30, 1995 was $15.6 million, compared to income of $11.7 million for the same period in 1994. The provision for income taxes increased to $.2 million from $.1 million for the same period in 1994. Net income of the Company for the nine months ended September 30, 1995 was $15.4 million compared to net income of $11.6 million for the same period in 1994. Interest expense (including bond accretion on the Discount Notes) for Holdings for the nine months ended September 30, 1995 was $23.6 million, a decrease of $.1 million from the same period in 1994. Holdings' amortization of deferred debt issuance costs for the nine months ended September 30, 1995 was $1.3 million, unchanged from the same period in 1994. As a result of the above factors, Holdings generated a net income $7.4 million after provision of income taxes for the nine months ended September 30, 1995 compared to an income of $4.4 million for the same period in 1994. LIQUIDITY AND CAPITAL RESOURCES ------------------------------- Holdings conducts business through the Company and has no material operations of its own. The primary asset of Holdings is the common stock of the Company. Accordingly, Holdings is dependent on the cash flow of the Company to meet its obligations. Holdings has no material obligations other than those under the Discount Notes, the Preferred Stock and any exchange debentures of Holdings into which such stock becomes exchangeable, and certain contingent obligations under Holdings' guarantee of the Company's obligations under the 1993 Bank Credit Agreement. Holdings, though, is not expected to have any material need for cash until interest on the Discount Notes becomes payable in cash beginning August 15, 1998. The Discount Notes will mature in 2003. The 1993 Bank Credit Agreement and the Senior Notes indenture impose significant restrictions on the payment of dividends and the making of loans by the Company to Holdings. However, the Senior Notes indenture allows the Company to pay dividends to Holdings in accordance with a specified formula if, after giving effect thereto, no event of default, or an event that with the passage of time or the giving of notice, or both, would constitute an event of default under the Senior Notes indenture shall have occurred and be continuing. In addition, the 1993 Bank Credit Agreement allows the Company to pay dividends to Holdings in an amount necessary to make cash interest payments on the Discount Notes, provided that no event of default exists or would be created under the 1993 Bank Credit Agreement. The Company remains highly leveraged following the consummation of the transactions contemplated by the Recapitalization Plan. The Company's principal use of funds in the future will be the payment of principal and interest under the 1993 Bank Credit Agreement and the Senior Notes. As of September 30, 1995, approximately $57.7 million was outstanding under the term loan facility of the 1993 Bank Credit Agreement. The Company will be required to repay the principal under such term loan facility as follows: $3.4 million during the last three months of 1995, $15.5 million in 1996, $17.2 million in each of 1997 and 1998 and $4.3 million in 1999, subject to reduction for mandatory and optional prepayments. In addition, the Company will be required to further retire the principal amount outstanding under the 1993 Bank Credit Agreement with Excess Cash Flow (as defined in the 1993 Bank Credit Agreement). It is expected that the Company's primary sources of financing for its future business activities will be funds from operations, together with additional borrowings under the revolving line of credit facility of the 1993 Bank Credit Agreement. Such revolving line of credit facility provides for revolving loans in an aggregate amount of up to $25 million with a $5 million sublimit for the issuance of letters of credit. The revolving line of credit facility of the 1993 Bank Credit Agreement will mature in 1999. During 1994, the Company purchased $8.0 million aggregate principal amount of its outstanding Senior Notes at an aggregate purchase price of $8.1 million. The purchase price was funded from cash on hand. In January 1995 the company used its revolving line of credit to purchase an additional $5.0 million of its Senior Notes for $5.1 million. Because the obligations under the 1993 Bank Credit Agreement bear interest at floating rates, the Company will be sensitive to changes in prevailing interest rates. As required by the 1993 Bank Credit Agreement, the Company entered into interest rate protection arrangements, expiring June 28, 1996, in an aggregate notional amount equal to $45 million, subject to reduction by $2 million at the end of each quarter starting with the quarter ending June 30, 1994. The Company had negative working capital of $3.5 million at September 30, 1995 compared to negative working capital of $9.8 million at December 31, 1994. Based on the Company's anticipated operating results, management believes that the Company's future operating activities will generate sufficient cash flows to repay borrowings under the term loan facility of the 1993 Bank Credit Agreement as they become due and payable. However, based on such anticipated operating results, management does not expect that the Company's future operating activities will generate sufficient cash flows to repay the Senior Notes and the Discount Notes at their respective maturities. Accordingly, the Company and Holdings expect that they will be required to refinance all or substantially all of the Senior Notes and the Discount Notes at their respective maturities or sell equity or assets to fund the repayment of all or substantially all of the Senior Notes and the Discount Notes at their respective maturities, or effect a combination of the foregoing. While the Company and Holdings believe that they will be able to refinance the Senior Notes and the Discount Notes at or prior to their respective maturities, or raise sufficient funds through equity or asset sales to repay such indebtedness, or effect a combination of the foregoing, there can be no assurance that such will be the case. The 1993 Bank Credit Agreement contains numerous financial and operating covenants and prohibitions that impose limitations on the liquidity of the Company, including requirements that the Company satisfy certain financial ratios and maintain certain specified levels of net worth, and limitations on the incurrence of additional indebtedness. The indentures governing the Senior Notes and the Discount Notes also contain covenants that impose limitations on the liquidity of the Company and Holdings, including a limitation on the incurrence of additional indebtedness. The ability of the Company and Holdings to meet their debt service requirements and to comply with such covenants will be dependent upon future operating performance and financial results of the Company, which will be subject to financial, economic, competitive and other factors affecting the Company, many of which are beyond its control. Management anticipates expansion related capital expenditures in 1995 and 1996 to service volume growth at several locations. During 1994 capital expenditures totaled $10.8 million. The Company anticipates that capital expenditures will total approximately $9.0 million to $10.0 million for each of the years 1995 through 1997. PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (b) Reports on Form 8-K No reports on Form 8-K were filed for the three months ended September 30, 1995. 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. DR PEPPER BOTTLING HOLDINGS, INC. Date: November 14, 1995 /s/ Jim L. Turner ------------------- ------------------------------- Jim L. Turner Chairman of the Board/President Date: November 14, 1995 /s/ C. Marvin Montgomery ------------------- ------------------------------ C. Marvin Montgomery Vice President/Finance and Chief Financial Officer 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. DR PEPPER BOTTLING COMPANY OF TEXAS Date: November 14, 1995 /s/ Jim L. Turner ------------------- ------------------------------ Jim L. Turner Chairman of the Board/President Date: November 14, 1995 /s/ C. Marvin Montgomery ------------------- ------------------------------ C. Marvin Montgomery Vice President - Finance and Chief Financial Officer EX-27.1 2 FDS-DP BOTTLING HOLDINGS
5 This Schedule contains summary financial information extracted from the financial statements contained in the body of the accompanying Form 10-Q and is qualified in its entirety by reference to such financial statements. 1,000 0000843396 DR PEPPER BOTTLING HOLDINGS, INC. AND SUBSIDIARY 9-MOS DEC-31-1994 SEP-30-1995 14,795 0 25,153 530 13,892 64,071 134,026 68,670 247,264 67,797 282,620 36,677 0 136 (139,966) 247,264 279,247 279,247 180,763 187,410 59,791 0 24,842 7,607 192 7,415 0 0 0 7,414 0.31 0.26
EX-27.2 3 FDS-DP COMPANY OF TEXAS
5 This Schedule contains summary financial information extracted from the financial statements contained in the body of the accompanying Form 10-Q and is qualified in its entirety by reference to such financial statements. 1,000 0000843397 DR PEPPER BOTTLING COMPANY OF TEXAS 9-MOS DEC-31-1994 SEP-30-1995 14,770 0 25,154 530 13,893 64,310 134,026 68,670 245,104 67,797 187,012 0 0 1 (9,705) 245,104 279,247 279,247 180,763 187,410 59,791 0 16,828 15,599 192 15,407 0 0 0 0 0.00 0.00
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