-----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, IdGyrMUEBiLKyMoLxa4DUb2oCes6i05E8O0c0DHu3YXuBUfh3H3w4NM3OW93/qs3 hG3T4ibplIVZ5FaTGWZbkQ== /in/edgar/work/20000814/0000950157-00-000413/0000950157-00-000413.txt : 20000921 0000950157-00-000413.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950157-00-000413 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PANAMERICAN BEVERAGES INC CENTRAL INDEX KEY: 0000911360 STANDARD INDUSTRIAL CLASSIFICATION: [2086 ] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12290 FILM NUMBER: 697577 BUSINESS ADDRESS: STREET 1: BLVD MANUEL AVILA CAMACHO NO. 44 22ND FL STREET 2: COL. LOMAS DE CHAPULTEPEC CITY: DEL. MIGUEL HIDALGO STATE: O5 ZIP: 00000 BUSINESS PHONE: 5252016300 MAIL ADDRESS: STREET 1: BLVD MANUEL AVIAL CAMACHO NO 40 22ND FL STREET 2: COL LOMAS DE CHAPULTEPEC DEL MIGUEL MIDA CITY: MEXICO D F ZIP: 11000 10-Q 1 0001.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 JUNE 30, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ___________ COMMISSION FILE NUMBER 1-12290 PANAMERICAN BEVERAGES, INC. (Exact name of registrant as specified in its charter) Republic of Panama Not Applicable (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) c/o Panamco, L.L.C. 701 Waterford Way, Suite 800 Miami, Florida (Address of Principal Executive Offices) 33126 (Zip Code) Registrant's Telephone Number, including area code: (305) 856-7100 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 --- ---- APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares issued and outstanding of each of the registrant's classes of common and preferred stock, par value $0.01 per share, as of August 1, 2000 were: Class A Common Stock: 119,764,344 Class B Common Stock: 8,968,485 Class C Preferred Stock: 2 TABLE OF CONTENTS Page PART I FINANCIAL INFORMATION Item 1 FINANCIAL STATEMENTS: Condensed Consolidated Balance Sheets (unaudited) as of December 31, 1999 and June 30, 2000........................ 1 Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 1999 and 2000 ............................................. 2 Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 1999 and 2000 .................................................. 3 Notes to Condensed Consolidated Financial Statements (unaudited)................................................ 4 PANAMCO MEXICO - Selected Statements of Operations Data (unaudited) for the three and six months ended June 30, 1999 and 2000.............................................. 12 PANAMCO BRASIL - Selected Statements of Operations Data (unaudited) for the three and six months ended June 30, 1999 and 2000.............................................. 13 PANAMCO COLOMBIA -- Selected Statements of Operations Data (unaudited) for the three and six months ended June 30, 1999 and 2000..................................... 14 PANAMCO VENEZUELA -- Selected Statements of Operations Data (unaudited) for the three and six months ended June 30, 1999 and 2000..................................... 15 PANAMCO CENTRAL AMERICA -- Selected Statements of Operations Data (unaudited) for the three and six months ended June 30, 1999 and 2000........................ 16 Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................ 17 Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK................................................ 30 i PART II OTHER INFORMATION.......................................... 30 Item 1. LEGAL PROCEEDINGS.......................................... 30 Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.................. 30 Item 3. DEFAULTS UPON SENIOR SECURITIES............................ 30 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........ 30 Item 5. OTHER INFORMATION.......................................... 31 Item 6. EXHIBITS AND REPORTS ON FORM 8-K........................... 31 Signatures........................................................... 32 ii PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Stated in thousands of U.S. dollars) (Unaudited)
December 31, June 30, ASSETS 1999 2000 ------------ ---------- Current assets: Cash and equivalents $ 152,648 $ 144,998 Accounts receivable, net 133,776 110,087 Inventories, net 122,978 109,382 Other 17,648 36,785 ---------- ---------- Total current assets 427,050 401,252 Investments 215,129 212,131 Property, plant and equipment, net 1,218,383 1,155,984 Bottles and cases, net 310,856 280,805 Goodwill, net 1,292,414 1,274,257 Other assets, net 149,290 144,560 ---------- ---------- $3,613,122 $3,468,989 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Bank loans $ 33,529 $ 77,053 Current portion of long-term debt 64,640 46,367 Accounts payable 152,230 151,357 Other current liabilities 145,019 127,803 ---------- ---------- Total current liabilities 395,418 402,580 Long-term liabilities: Long-term debt 1,249,972 1,195,601 Other long-term liabilities 187,862 201,261 ---------- ---------- Total long-term liabilities 1,437,834 1,396,862 Minority interest in consolidated subsidiaries 27,974 27,330 Shareholders' equity: Capital 1,481 1,481 Capital in excess of par value 1,584,787 1,585,113 Retained earnings 586,196 510,764 Accumulated other comprehensive loss (363,269) (386,160) ---------- ---------- 1,809,195 1,711,198 Less - Treasury shares, at cost 57,299 68,981 ---------- ---------- Total shareholders' equity 1,751,896 1,642,217 ---------- ---------- $3,613,122 $3,468,989 ========== ========== The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Stated in thousands of U.S. dollars, except per share amounts) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, ------------------------ ------------------------ 1999 2000 1999 2000 ---------- ---------- ---------- ---------- Net sales $ 612,372 $ 641,061 $1,175,354 $1,249,242 Cost of sales, excluding depreciation and amortization 298,850 300,513 581,231 598,934 ---------- ---------- ---------- ---------- Gross profit 313,522 340,548 594,123 650,308 Operating expenses: Selling, general and administrative 206,692 211,082 403,718 418,522 Depreciation and amortization, excluding goodwill 53,936 58,342 107,655 115,068 Amortization of goodwill 9,168 9,095 18,177 18,199 Facilities reorganization charges 3,440 - 10,614 79,878 ---------- ---------- ---------- ---------- 273,236 278,519 540,164 631,667 ---------- ---------- ---------- ---------- Operating income 40,286 62,029 53,959 18,641 Interest expense, net (23,661) (25,770) (46,816) (55,141) Other expense, net (2,496) (4,080) (27,079) (12,329) ---------- ---------- ---------- ---------- Income (loss) before income taxes 14,129 32,179 (19,936) (48,828) Income taxes 13,730 18,777 19,179 9,522 ---------- ---------- ---------- ---------- Income (loss) before minority interest 399 13,402 (39,115) (58,351) Minority interest in earnings of subsidiaries 860 1,878 1,428 1,627 ---------- ---------- ---------- ---------- Net income (loss) $ (461) $ 11,524 $ (40,543) $ (59,978) ========== ========== ========== ========== Cash operating profit $ 103,390 $ 129,466 $ 179,791 $ 191,440 ========== ========== ========== ========== Basic earnings (loss) per share $ (0.00) $ 0.09 $ (0.31) $ (0.47) ========== ========== ========== ========== Basic weighted average shares outstanding, in thousands 129,700 128,733 129,676 128,938 ========== ========== ========== ========== Diluted earnings (loss) per share $ (0.00) $ 0.09 $ (0.31) $ (0.47) ========== ========== ========== ========== Diluted weighted average shares outstanding, in thousands 129,700 128,946 129,676 128,938 ========== ========== ========== ========== The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Stated in thousands of U.S. dollars) (Unaudited)
Six Months Ended June 30, ------------------------------------ 1999 2000 ------------- ------------- Net cash provided by operating activities $ 126,858 $ 125,452 Cash flows from investing activities: Capital expenditures (110,792) (66,297) Purchases of bottles and cases, net (30,429) (28,511) Purchase of investments (152,212) (4,000) Decrease in investments 468 5,000 Proceeds from sale of property, plant and equipment 14,808 13,644 Other (1,492) 810 ------------ ------------ Net cash used in investing activities (279,649) (79,354) Cash flows from financing activities: Payment of bank loans and other (256,365) (41,110) Proceeds from bank loans, other and other long-term borrowings 544,221 14,871 Issuance of capital stock 1,018 412 Acquisition of capital stock - (11,768) Payment of dividends to minority interest (641) (536) Payment of dividends to shareholders (15,551) (15,454) Other 125 526 ------------ ------------ Net cash provided by (used in) financing activities 272,807 (53,059) Effect of exchange rate changes on cash (11,228) (689) ------------ ------------ Net increase (decrease) in cash and equivalents 108,788 (7,650) Cash and equivalents at beginning of period 131,152 152,648 ------------ ------------ Cash and equivalents at end of period $ 239,940 $ 144,998 ============ ============ SUPPLEMENTAL CASH FLOW DISCLOSURES: Cash paid during the period for: Interest $ 51,671 $ 67,361 ============ ============ Income taxes $ 16,519 $ 32,525 ============ ============ NON-CASH ACTIVITIES: Write-off of fixed assets against facilities reorganization charges $ - $ 39,533 ============ ============ The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of U.S. dollars) (Unaudited) (1) Basis of presentation The unaudited condensed consolidated financial statements as of June 30, 1999 and 2000 included herein have been prepared by Panamerican Beverages, Inc. (the "Company"), in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments, which are of a normal recurring nature, necessary to present fairly the Company's consolidated financial position as of June 30, 2000, and the consolidated results of operations for the three and six months ended June 30, 1999 and 2000. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the SEC. These unaudited financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's 1999 Annual Report on Form 20-F filed with the SEC on May 15, 2000. The Company has made no significant changes in accounting policies from those reflected in the consolidated financial statements included in the Annual Report on Form 20-F. The financial statements of the Colombian and Venezuelan subsidiaries for all periods have been remeasured into U.S. dollars, the reporting and functional currency, in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, "Foreign Currency Translation", as it applies to highly inflationary economies. The functional currencies of the Mexican, Brazilian, Costa Rican, Nicaraguan and Guatemalan subsidiaries is the Mexican peso, Brazilian real, Costa Rican colon, Nicaraguan cordova and Guatemalan quetzal, respectively. The financial statements of the Mexican, Brazilian, Costa Rican, Nicaraguan and Guatemalan subsidiaries have been translated using the current rate translation method and the resulting translation adjustments are included in accumulated other comprehensive income (loss), which is a component of shareholders' equity. Foreign currency translation gains (losses) on monetary assets and liabilities for the Colombian and Venezuelan subsidiaries have been included in the consolidated statements of operations accounts to which such items relate as shown below: 4 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of U.S. dollars) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, ---------------------- -------------------- 1999 2000 1999 2000 -------- -------- ------- -------- Net sales $ 104 $ (93) $ (428) $ (403) Cost of sales and operating expenses (395) 4,538 2,155 5,754 Interest and other income (expense) (1,863) 1,419 (1,423) 846 Provision for income taxes 776 1,216 1,202 1,507 -------- -------- -------- -------- Net translation (loss) gain $ (1,378) $ 7,080 $ 1,506 $ 7,704 ======== ======== ======== ======== (2) New accounting standards In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS-133"), which revises the accounting and related disclosures for derivative financial instruments. The Company does not believe the adoption of this standard, which will be implemented in the first quarter of 2001, will have a material effect on its consolidated financial position or consolidated results of operations. (3) Reorganization program During the quarter ended June 30, 2000, the Company continued its reorganization program, which was implemented during the first quarter of 2000. As a result of this reorganization program, during the six months ended June 30, 2000 the Company recorded the following items in the statements of operations: Facilities reorganization charges.- During the six months ended June 30, 2000, the Company recorded $79,878 of charges, all of which were recorded in the first quarter, primarily as a result of the write-off of non-cash items of property, plant and equipment and obsolete bottles and cases amounting to $39,533, and $40,345 of cash items relating primarily to severance payments, job terminations and reorganization of the distribution system of the Venezuelan and Brazilian subsidiaries. During the six months ended June 30, 1999, the Company recorded $10,614 of cash items related to severance payments and job terminations. These amounts have been recorded as facilities reorganization charges. 5 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of U.S. dollars) (Unaudited) Non-operating expenses.- During the six months ended June 30, 2000, the Company recorded $4,971 of charges related to the disposal of non-operating assets, including land of some of the operating plants, which are presented as part of other expense, net. As a result of the facilities reorganization charges and the reorganization expenses, the Company recorded a tax benefit of $24,590. The following table shows a summary of the net charges and benefits recorded in the consolidated statements of operations for the six months ended June 30, 2000: Cash Non-cash Total ------------- --------------- ------------ Restructuring charges $ 39,810 $ 19,590 $ 59,400 Assets write-offs 535 19,943 20,478 ---------- ---------- ---------- 40,345 39,533 79,878 Non-operating charges - 4,971 4,971 ---------- ---------- ----------- $ 40,345 $ 44,504 $ 84,849 ========== ========== ========== Income tax benefit 24,590 ---------- $ 60,259 ========== The following table shows the status of the balance of the reorginzation allowance at June 30, 2000 included as part of other current liabilities:
========Charges======== ==============Applications============== Balance at Severance Fixed Fixed Balance at December 31, and other costs assets asset June 30, 1999 Cash Non-cash cash payments sold write-offs 2000 ------------ --------- ---------- --------------- ---------- ---------- ----------- Write-off of fixed assets $ - $ 1,411 $ 39,533 $ - $ 6,112 $ 34,832 $ - Job termination and severance benefits - 31,902 - 19,811 - - 12,091 Other - 7,032 - 6,807 - - 225 --------- --------- ---------- ---------- ---------- ---------- ---------- Total $ - $ 40,345 $ 39,533 $ 26,618 $ 6,112 $ 34,832 $ 12,316 ========= ========= ========== ========== ========== ========== ==========
6 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of U.S. dollars) (Unaudited) (4) Inventories, net December 31, June 30, 1999 2000 ------------ ----------- Bottled beverages $ 32,683 $ 28,856 Raw materials 49,341 40,458 Spare parts, supplies and coolers 45,018 43,778 ----------- ----------- 127,042 113,092 Less - Allowance for obsolete and slow moving items 4,064 3,710 ----------- ----------- 122,978 109,382 =========== =========== (5) Property, plant, equipment, and bottles and cases, net December 31, June 30, 1999 2000 ------------ ----------- Property, plant and equipment $ 2,034,622 $ 2,001,569 Less - Accumulated depreciation 816,239 845,585 ----------- ----------- 1,218,383 1,155,984 Bottles and cases, net 310,856 280,805 ----------- ----------- $ 1,529,239 $ 1,436,789 =========== =========== (6) Transactions with related parties For the three and six months ended June 30, 2000, the Company carried out transactions with related parties. A summary of balances as of December, 31 1999 and June 30, 2000 and transactions for the three and six months ended June 30, 1999 and 2000 with related parties is as follows: 7 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of U.S. dollars) (Unaudited) December 31, June 30, 1999 2000 ------------- ------------- Accounts receivable: Subsidiaries of Coca-Cola $ 9,991 $ 4,451 Subsidiaries of Kaiser 3,488 23 ---------- ---------- $ 13,479 $ 4,474 ========== ========== Accounts payable: Subsidiaries of Coca-Cola $ 48,946 $ 40,171 Productos de Vidrio, S.A. 6,630 - Central Azucarero Portuguesa, C.A. 1,628 - Tapon Corona de Colombia, S.A. 1,936 380 Comptec, S.A. 976 133 Other - 297 ---------- ---------- $ 60,116 $ 40,981 ========== ========== Three Months Ended Six Months Ended June 30, June 30, ------------------------ -------------------- 1999 2000 1999 2000 ----------- ---------- ---------- --------- Income: Marketing expense support $ 13,515 $ 10,523 $ 23,043 $ 20,679 Other 472 101 1,296 869 ---------- ---------- ---------- --------- $ 13,987 $ 10,624 $ 24,339 $ 21,548 ========== ========== ========== ========= Expenses: Purchase of concentrate 78,777 79,189 143,890 144,121 Purchase of beer 16,228 13,986 39,490 28,573 Purchase of other inventories 8,213 5,119 14,783 13,529 ---------- ---------- ---------- -------- $ 103,218 $ 98,294 $ 198,163 $ 186,223 ========== ========== ========== ========= Capital expenditure incentives received in cash $ 1,035 $ - $ 3,556 $ - ========== ========== ========== ========= 8 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of U.S. dollars) (Unaudited) (7) Other transactions On March 18, 1999, the Company entered into an agreement with ING Baring US Capital, LLC as arranger and administrative agent, for a three-year loan in the amount of $300,000 with quarterly interest payments. The proceeds were used to repay short-term bank loans of the Company. The loan agreement establishes certain restrictions including minimum consolidated equity and other covenants and ratios. During November 1999, $80,000 of this loan was repaid prior to the scheduled repayment date. On March 27, 2000, the loan agreement was amended to modify certain restrictions and other covenants and ratios. The amendment reduced the required minimum consolidated equity from $1,750,000 to $1,500,000. (8) Repurchase program On December 9, 1999, the Board of Directors authorized a share repurchase program of its Class A Common Stock in an amount not to exceed $100,000 in the aggregate. The shares could be repurchased in the open market or in privately negotiated transactions, depending on market conditions and other factors. The Company repurchased 645,916 shares amounting to $11,753 during the first half of 2000. Since the beginning of the program in December 1999, the Company has repurchases 1,014,500 shares. (9) Earnings (loss) per share Basic earnings (loss) per common share is computed based on the weighted average shares outstanding. Diluted earnings (loss) per common share is based on the sum of the weighted average number of common shares outstanding plus common stock equivalents arising out of employee stock options and benefit plans. The Company's net income (loss) is the same for basic and diluted earnings (loss) per share calculations. (10) Comprehensive income (loss) Beginning in 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income". This standard requires the display of comprehensive income (loss) and its components in the financial statements. In the Company's case, comprehensive income (loss) includes net income (loss) and foreign currency translation. The comprehensive income (loss) for the three and six months ended June 30, 1999 and 2000 is as follows: 9 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of U.S. dollars) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, ------------------------ -------------------- 1999 2000 1999 2000 -------- -------- ------- -------- Net (loss) income $ (461) $ 11,524 $ (40,543) $ (59,978) Other comprehensive income (loss): Initial effect on deferred taxes relating to the change in the functional currency in the Mexican subsidiary - - (14,928) - Foreign currency translation 2,725 (31,444) (72,369) (22,891) ------------ ---------- ----------- ---------- $ 2,264 $ (19,920) $ (127,840) $ (82,869) ============= ============ =========== ========== (11) Segments and related information Relevant information concerning the geographic areas in which the Company operates, is as follows:
Six months ended June 30, 1999 -------------------------------------------------------------------------------------------- Central Brasil Colombia Mexico Venezuela America Corporate Total ---------- ------------ ------------- ------------- ------------- ------------ ---------- Net sales $ 251,317 $ 205,509 $ 374,255 $ 237,923 $ 106,350 $ - $1,175,354 ========== ============ ============= ============= ============= ============ =========== Operating (loss) income $ (307) $ 8,074 $ 56,681 $ (5,547) $ 13,854 $ (18,796) 53,959 ========== ============ ============= ============= ============= ============ =========== Interest expense, net $ (6,923) $ (2,866) $ (5,026) $ (8,027) $ (1,009) $ (22,965) $ (46,816) ========== ============ ============= ============= ============= ============ =========== Depreciation and amortization $ 17,874 $ 29,133 $ 19,079 $ 36,021 $ 9,059 $ 14,666 $ 125,832 ========== ============ ============= ============= ============= ============ =========== Capital expenditures $ 19,515 $ 13,482 $ 33,261 $ 31,791 $ 12,743 $ - $ 110,792 ========== ============ ============= ============= ============= ============ =========== December 31, 1999 -------------------------------------------------------------------------------------------- Long-lived assets $ 309,441 $ 445,428 $ 448,196 $ 466,846 $ 133,080 $ 1,293,878 $3,096,869 ========== ============ ============= ============= ============= ============ =========== Total assets $ 486,198 $ 498,005 $ 549,420 $ 556,696 $ 171,174 $ 1,351,629 $3,613,122 ========== ============ ============= ============= ============= ============ ===========
10 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of U.S. dollars) (Unaudited)
Six months ended June 30, 2000 -------------------------------------------------------------------------------------------- Central Brasil Colombia Mexico Venezuela America Corporate Total ---------- ------------ ------------- ------------- ------------- ------------ ---------- Net sales $ 244,460 $ 185,440 $ 470,201 $ 239,816 $ 109,427 $ (102) $1,249,242 ============ ============ ============= ============= ============= ============ ========== Operating income (loss) $ 1,348 $ (9,205) $ 59,640 $ (27,550) $ 13,105 (18,697) $ 18,641 ============ ============ ============= ============= ============= ============ ========== Interest expense, net $ (7,220) $ (1,893) $ (7,358) $ (10,969) $ (552) $ (27,149) $ (55,141) ============ ============ ============= ============= ============= ============ ========== Depreciation and amortization $ 14,750 $ 29,828 $ 27,461 $ 38,067 $ 8,560 $ 14,601 $ 133,267 ============ ============ ============= ============= ============= ============ ========== Capital expenditures $ 2,262 $ 3,950 $ 36,557 $ 15,514 $ 8,014 $ - $ 66,297 ============ ============ ============= ============= ============= ============ ========== June 30, 2000 -------------------------------------------------------------------------------------------- Long-lived assets $ 283,734 $ 428,152 $ 434,552 $ 420,992 $ 132,172 $ 1,273,013 $2,972,615 ============ ============ ============= ============= ============= ============ ========== Total assets $ 456,921 $ 479,880 $ 554,345 $ 481,082 $ 167,367 $ 1,329,394 $3,468,989 ============ ============ ============= ============= ============= ============ ==========
(12) Reclassifications of prior financial statements Certain amounts in the consolidated financial statements at June 30, 1999 have been reclassified in order to conform to the presentation of the consolidated financial statements at June 30, 2000. The statements of operations data for Panamco Mexico, Panamco Brasil, Panamco Colombia, Panamco Venezuela, and Panamco Central America (Costa Rica, Nicaragua and Guatemala) are presented on the following pages. The data presented as of and for each period have been derived from the unaudited financial statements of Panamco Mexico, Panamco Brasil, Panamco Colombia, Panamco Venezuela, and Panamco Central America, as applicable, which financial statements are not included herein. 11 PANAMCO MEXICO (Stated in thousands of U.S. dollars) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------- --------------------------- 1999 2000 1999 2000 ----------- ------------ ------------ ------------ Selected statements of operations: Net sales $ 211,246 $ 251,007 $ 374,255 $ 470,201 Cost of sales, excluding depreciation and amortization 99,199 110,592 179,802 211,579 ----------- ------------ ------------ ----------- Gross profit 112,047 140,415 194,453 258,622 Operating expenses: Selling, general and administrative 64,158 77,825 118,693 152,562 Depreciation and amortization, excluding goodwill 10,027 13,707 17,636 25,981 Amortization of goodwill 740 734 1,443 1,480 Facilities reorganization charges - - - 18,959 ----------- ------------ ------------ ----------- 74,925 92,266 137,772 198,982 ----------- ------------ ------------ ----------- Operating income 37,122 48,149 56,681 59,640 Interest expense, net (2,459) (2,819) (5,026) (7,358) Other income, net 1,260 3,014 5,230 1,391 ----------- ------------ ------------ ----------- Income before income taxes 35,923 48,344 56,885 53,673 Income taxes 11,724 16,011 18,566 17,625 ----------- ------------ ------------ ----------- Income before minority interest 24,199 32,333 38,319 36,048 Minority interest in Panamco Mexico subsidiaries 914 1,221 1,447 1,361 ----------- ------------ ------------ ----------- Net income attributable to Panamco Mexico 23,285 31,112 36,872 34,687 Minority interest in Panamco Mexico 433 578 685 644 ----------- ------------ ------------ ----------- Net income attributable to Panamco $ 22,852 $ 30,534 $ 36,187 $ 34,043 =========== ============ ============ =========== Cash operating profit $ 47,889 $ 62,590 $ 75,760 $ 97,464 =========== ============ ============ =========== Unit case sales data (in millions): Soft drinks 71.4 75.3 133.1 142.2 Water 39.1 44.5 69.3 81.5 Other products 0.6 0.8 1.1 1.3
12 PANAMCO BRASIL (Stated in thousands of U.S. dollars) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, ----------------------------- ---------------------------- 1999 2000 1999 2000 ----------- ----------- ------------ ----------- Selected statements of operations: Net sales $ 118,034 $ 116,743 $ 251,317 $ 244,460 Cost of sales, excluding depreciation and amortization 73,474 70,482 155,495 150,111 ----------- ----------- ------------ ----------- Gross profit 44,560 46,261 95,822 94,349 Operating expenses: Selling, general and administrative 38,751 34,250 76,031 67,133 Depreciation and amortization, excluding goodwill 7,639 6,864 16,849 13,730 Amortization of goodwill 574 512 1,025 1,020 Facilities reorganization charges - - 2,224 11,118 ----------- ----------- ------------ ----------- 46,964 41,626 96,129 93,001 ----------- ----------- ------------ ----------- Operating income (loss) (2,404) 4,635 (307) 1,348 Interest expense, net (2,411) (3,784) (6,923) (7,220) Other expense, net (1,381) (3,653) (31,061) (5,418) ----------- ----------- ------------ ----------- Loss before income taxes (6,196) (2,802) (38,291) (11,290) Income taxes (benefit) (3,296) (2,717) (10,563) (5,859) ----------- ----------- ------------ ----------- Loss before minority interest (2,900) (85) (27,728) (5,431) Minority interest in Panamco Brasil (46) (5) (394) (63) ----------- ----------- ------------ ----------- Net loss attributable to Panamco $ (2,854) $ (80) $ (27,334) $ (5,368) =========== =========== ============ =========== Cash operating profit $ 5,809 $ 12,011 $ 17,567 $ 20,128 =========== =========== ============ =========== Unit case sales data (in millions): Soft drinks 54.9 54.1 106.8 115.1 Water 2.4 3.0 6.4 6.8 Beer 11.8 13.8 27.4 30.1
13 PANAMCO COLOMBIA (Stated in thousands of U.S. dollars) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------ ----------------------------- 1999 2000 1999 2000 ----------- ----------- ------------ ------------ Selected statements of operations: Net sales $ 99,510 $ 93,555 $ 205,509 $ 185,440 Cost of sales, excluding depreciation and amortization 44,339 38,992 90,606 78,270 ----------- ----------- ------------ ----------- Gross profit 55,171 54,563 114,903 107,170 Operating expenses: Selling, general and administrative 37,926 32,557 77,696 68,322 Depreciation and amortization 14,525 15,046 29,133 29,828 Facilities reorganization charges - - - 18,225 ----------- ----------- ------------ ----------- 52,451 47,603 106,829 116,375 ----------- ----------- ------------ ----------- Operating income (loss) 2,720 6,960 8,074 (9,205) Interest expense, net (1,370) (130) (2,866) (1,893) Other income (expense), net 123 (3,138) 1,568 (5,598) ----------- ----------- ------------ ----------- Income (loss) before income taxes 1,473 3,692 6,776 (16,696) Income taxes (benefit) 157 923 1,298 (5,208) ----------- ----------- ------------ ----------- Income (loss) before minority interest 1,316 2,769 5,478 (11,488) Minority interest in Panamco Colombia subsidiaries 25 10 41 58 ----------- ----------- ------------ ----------- Net income (loss) attributable to Panamco Colombia 1,291 2,759 5,437 (11,546) Minority interest in Panamco Colombia 35 74 150 (318) ----------- ----------- ------------ ----------- Net income (loss) attributable to Panamco $ 1,256 $ 2,685 $ 5,287 $ (11,228) =========== =========== ============ =========== Cash operating profit $ 17,245 $ 22,006 $ 37,207 $ 27,541 =========== =========== ============ =========== Unit case sales data (in millions): Soft drinks 37.5 37.0 75.3 75.9 Water 10.1 8.6 19.8 16.9
14 PANAMCO VENEZUELA (Stated in thousands of U.S. dollars) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, ---------------------------- ----------------------------- 1999 2000 1999 2000 ----------- ---------- ------------ ----------- Selected statements of operations: Net sales $ 130,644 $ 123,340 $ 237,923 $ 239,816 Cost of sales, excluding depreciation and amortization 57,282 55,419 106,026 109,556 ----------- ---------- ------------ ----------- Gross profit 73,362 67,921 131,897 130,260 Operating expenses: Selling, general and administrative 46,260 45,469 93,033 88,889 Depreciation and amortization 17,757 18,948 36,021 38,067 Facilities reorganization charges 3,440 - 8,390 30,854 ----------- ---------- ------------ ----------- 67,457 64,417 137,444 157,810 ----------- ---------- ------------ ----------- Operating income (loss) 5,905 3,504 (5,547) (27,550) Interest expense, net (4,727) (5,122) (8,027) (10,969) Other income (expense), net 569 247 1,877 (751) ----------- ---------- ------------ ----------- Income (loss) before income taxes 1,747 (1,371) (11,697) (39,270) Income taxes (benefit) 2,124 (244) 3,369 (3,914) ----------- ---------- ------------ ----------- Net loss attributable to Panamco $ (377) $ (1,127) (15,066) (35,356) =========== ========== ============ =========== Cash operating profit $ 23,662 $ 22,452 $ 30,474 $ 28,094 =========== ========== ============ =========== Unit case sales data (in millions): Soft drinks 35.8 37.2 74.1 73.2 Water 4.4 5.4 8.6 10.3 Beer 0.1 0.3 0.1 0.6 Other products 1.8 1.5 2.9 3.1
15 PANAMCO CENTRAL AMERICA (Stated in thousands of U.S. dollars) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------ ----------------------------- 1999 2000 1999 2000 ----------- ----------- ------------ ----------- Selected statements of operations: Net sales $ 52,938 $ 56,458 $ 106,350 $ 109,427 Cost of sales, excluding depreciation and amortization 24,556 25,811 49,302 50,416 ----------- ---------- ----------- ----------- Gross profit 28,382 30,647 57,048 59,011 Operating expenses: Selling, general and administrative 17,001 18,142 34,135 36,624 Depreciation and amortization, excluding goodwill 4,500 4,268 8,926 8,438 Amortization of goodwill 66 60 133 122 Facilities reorganization charges - - - 722 ----------- ---------- ------------ ----------- 21,567 22,470 43,194 45,906 ----------- ---------- ------------ ----------- Operating income 6,815 8,177 13,854 13,105 Interest expense, net (417) (271) (1,009) (552) Other expense, net (1,512) (619) (2,458) (808) ----------- ---------- ------------ ----------- Income before income taxes 4,886 7,287 10,387 11,745 Income taxes 1,405 1,803 3,096 2,749 ----------- ---------- ------------ ----------- Net income attributable to Panamco $ 3,481 $ 5,484 $ 7,291 $ 8,996 =========== ========== ============ =========== Cash operating profit $ 11,381 $ 12,505 $ 22,913 $ 22,309 =========== ========== ============ =========== Unit case sales data (in millions): Soft drinks 17.4 17.7 34.4 34.6 Water 0.9 0.7 1.8 1.3 Other products 0.1 0.2 0.3 0.3
16 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The following discussion addresses the financial condition and results of operations of Panamerican Beverages, Inc. ("Panamco") and its consolidated subsidiaries. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements as of June 30, 1999 and 2000 and for the three month and six month periods then ended and the notes thereto included elsewhere herein. Results for any interim period are not necessarily indicative of results for any full year. We conduct our operations through tiers of subsidiaries in which, in some cases, minority shareholders hold interests. For the second quarter of 2000, minority shareholdings in our consolidated subsidiaries represented an interest in the aggregate of approximately 0.3% of consolidated net income before minority interest. Since we have varying percentage ownership interests in our approximately 60 consolidated subsidiaries, the amount of the minority interest in income or loss before minority interest during a period depends upon the revenues and expenses of each of the consolidated subsidiaries and the percentage of each of such subsidiary's capital stock owned by minority shareholders during such period. In 1998, we created the "Panamco Central America" group, which consists of Panamco Costa Rica, Panamco Nicaragua and Panamco Guatemala. The financial condition and results of operations of these three companies have been reported together in the financial statements of Panamco Central America. In February 1999, we formed the North Latin American Division, which consists of Panamco Mexico and Panamco Central America. We will continue to report these results of operations separately. Unit case means 192 ounces of finished beverage product (24 eight-ounce servings). Average sales prices per unit case means net sales in U.S. dollars for the period divided by the number of unit cases sold during the same period. Cash operating profit means operating income plus depreciation, amortization of goodwill and noncash facilities reorganization charges. Forward-looking statements, contained in this document include the amount of future capital expenditures and the possible uses of proceeds from any future borrowings. The words believes, intends, expects, anticipates, projects, estimates, predicts, and similar expressions are also intended to identify forward-looking statements. Such statements, estimates, and projections reflect various assumptions by our management, concerning anticipated results and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. Factors that could cause results to differ include, but are not limited to, changes in the soft drink business environment, including actions of competitors and changes in consumer performance, changes in governmental laws and regulations, including income taxes, market demand for new and existing products, raw material prices and devaluation of local currencies against the U.S. dollar. Accordingly, we cannot assure you that such statements, estimates and projections will be realized. The forecasts and actual results will likely vary and those variations may be material. We make no representation or warranty as to the accuracy or completeness of such statements, 17 estimates or projections contained in this document or that any forecast contained herein will be achieved. Regarding the Year 2000 issue, as of this date, there have been no adverse effects on the Company's systems or operations, including the ability of any significant customer, vendor or service provider that do business with the Company, and we have complied with all regulatory and contractual requirements. We do not expect any contingencies regarding this issue. Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999 Consolidated Results of Operations Consolidated net sales for the second quarter ended June 30, 2000, increased 4.7% to $641.1 million from $612.4 million in the 1999 second quarter, mainly due to an increase of 4.1% in consolidated unit case sales volume. Total consolidated unit case sales increased to 300.2 million cases from 288.3 unit cases in the 1999 period. Consolidated soft drink sales volume for the period was up 2.0%, reflecting increases of 5.7% in Mexico, 3.9% in Venezuela and 1.9% in the Central American Region, offset by declines of 1.7% in Brazil and 1.4% in Colombia. Consolidated unit case sales volume of bottled water increased 9.2% to 62.2 million unit cases , and unit case sales volume of beer, sold in Brazil and Venezuela, increased 19.8% to 14.2 million unit cases. The cost of sales as a percentage of net sales decreased to 46.9% during the 2000 second quarter from 48.8% in the 1999 second quarter, primarily driven by cost savings in raw materials and packaging in several countries due to improved procurement contracts. Operating expenses as a percentage of net sales decreased to 43.4% during the 2000 second quarter from 44.6% in 1999, mainly as a result of the initial benefits of the reorganization program. Operating income increased to $62.0 million during the second quarter of 2000 from $40.3 million in 1999. Cash operating profit increased 25.2% to $129.5 million from $103.4 million in the 1999 second quarter. Net interest expense increased to $25.8 million during the second quarter of 2000 from $23.7 million in the 1999 period, due primarily to an increase in the average variable (LIBOR) interest rate and $1.0 million in costs incurred in a $30 million hedging contract entered into by Panamco Brasil on May 25, 2000. Other expense, net increased to $4.1 million during the 2000 second quarter from $2.5 million in the 1999 period, primarily as a result of negative equity income in earnings of Cervejarias Kaiser of $0.8 million compared to equity income of $1.6 million in the 1999 period. The consolidated effective income tax rate for the three months ended June 30, 2000 was 58.4% compared to 97.2% during the three months ended June 30, 1999. The increased rate during the three months ended June 30, 1999 was the result of our decision to establish a valuation allowance on benefits of tax loss carry-forwards from prior years in Venezuela. This valuation allowance was established because of the uncertainty that we would have sufficient taxable income in the near term to offset against such benefits. 18 As a result of the foregoing, Panamco had a net income for the second quarter of $11.5 million, or $0.09 per share (basic and diluted), compared to a net loss of $0.5 million, or $0.00 per share (basic and diluted), in the second quarter of 1999. Regional Results Mexico Panamco Mexico reported an increase of 18.8% in net sales to $251.0 million during the second quarter of 2000, compared to $211.2 million in the 1999 second quarter. Soft drink sales increased 18.0% on volume growth of 5.7% to 75.3 million unit cases and a 23.8% price increase in dollar terms. Water volume grew 13.7% to 44.5 million unit cases, mainly due to the continued increase in water jug sales volume due to increased coverage of the Company's franchise territories. During the quarter, Panamco Mexico maintained its strong soft drink share of sales of 80.1%. Cost of sales as a percentage of net sales dropped to 44.1% in the 2000 second quarter versus 47.0% during second quarter of 1999, mainly due to continued cost savings in raw materials. Operating expenses as a percentage of net sales increased to 36.8% in the second quarter of 2000 from 35.5% in the comparable period for 1999, mainly due to higher depreciation expenses related to Panamco's ongoing capital expenditure program. Operating income increased to $48.1 million from $37.1 million in the 1999 second quarter as a result of the initial benefits of the reorganization program. Cash operating profit increased 30.7% to $62.6 million from $47.9 million in the 1999 second quarter. Net interest expense in the 2000 second quarter increased by 14.6% to $2.8 million from $2.5 million in 1999, due to the issuance of an aggregate of $106 million in unsecured peso-denominated promissory notes in November of 1999 in a local debt offering. Other income, net increased to $3.0 million in the 2000 second quarter from $1.3 in the 1999 quarter, due to a $1.5 million foreign exchange gain and miscellaneous tax benefits of $1.3 million obtained in the second quarter. The effective income tax rate for the second quarter increased slightly to 33.1% from 32.6%. As a result of the foregoing, net income contributed by Panamco Mexico to the Company increased 33.6% to $30.5 million for the second quarter of 2000 compared to $22.9 million in the second quarter of 1999. Net income attributable to Panamco for the 2000 quarter was positively impacted by the initial benefits of the reorganization program. Brazil Panamco Brasil, which operates in the Sao Paulo, Campinas, Santos and Mato Grosso do Sul regions of Brazil, reported 2000 second quarter net sales of $116.7 million, a decrease of 1.1% from the 1999 quarter, primarily as a result of the devaluation of the currency, partially 19 offset by total volume growth of 2.5% as well as strategic pricing initiatives implemented during the quarter. Sales volume of soft drinks decreased by 1.7% to 54.1 million unit cases, as a result of decreasing benefits from the Company's promotional pricing strategy, in place since March 1999. Beer volume increased by 17.5% to 13.8 million unit cases and bottled water volume increased 25.2% to 3.0 million unit cases. Panamco Brasil maintained a strong 56.1% total soft drink share of sales in the 2000 second quarter. Cost of sales as a percentage of net sales decreased to 60.4% in the 2000 second quarter from 62.2% in the 1999 second quarter. The decrease is primarily attributable to the reductions in the cost of raw materials and production labor and increased direct sales to supermarkets by Cervejarias Kaiser in Panamco Brasil territories. While Panamco Brasil records the commissions from the direct sales made by Cervejarias Kaiser to the supermarkets as net sales, this amount affects the percentage of cost of sales as a percentage of total sales. Operating expenses as a percentage of net sales decreased to 35.7% from 39.8% in the 1999 second quarter, mainly due to cost and expense reductions resulting from the Company's reorganization program. Operating income increased 292.8% to $4.6 million during the second quarter of 2000 from an operating loss of $2.4 million in the 1999 quarter, primarily as a result of the initial benefits of the reorganization program. Cash operating profit increased 106.8% to $12.0 million from $5.8 million in the 1999 second quarter. Net interest expense increased by 56.9% to $3.8 million in the second quarter of 2000 from $2.4 million in the 1999 quarter, mainly due to $1.0 million in costs incurred in a $30 million hedging contract entered into on May 25, 2000. Other expense, net increased to $3.7 million in the 2000 second quarter from $1.4 million in the 1999 quarter, as a result of negative equity income in earnings of Cervejarias Kaiser of $0.8 million compared to equity income of $1.6 million in the 1999 period. The effective income tax benefit increased to 97.0% in the second quarter of 2000 from 53.2% in the 1999 quarter, as a result of favorable tax planning strategies. As a result of the above, the net loss contributed to Panamco by Panamco Brasil decreased 97.2% to $0.1 million in the second quarter 2000 from $2.9 million in the 1999 period. Colombia Panamco Colombia, which operates throughout Colombia, reported net sales of $93.6 million for the 2000 second quarter, down 6.0% from the 1999 period. The revenue decline was mainly due to a 23.5% devaluation of the Colombian Peso over the last twelve months and to a 4.1% decrease in total volumes to 45.6 million unit cases, mainly due to the weak economic environment present in Colombia. This was partially offset by strategic pricing initiatives in local currency. Soft drink and water volumes were down 1.4% and 14.4%, to 37.0 million and 8.6 million unit cases, respectively, as a result of economic recession and price increases mainly in individual-size presentations. Panamco Colombia continued strengthening its 20 position in the market, achieving a record high soft drink share of sales of 68.6% in June 2000, up 3.3 points from the same period in 1999. Cost of sales as a percentage of net sales decreased to 41.7% during the second quarter of 2000 from 44.6% in the same period of 1999, as a result of cost savings in raw materials, basically in sugar prices. Operating expenses as a percentage of net sales decreased to 50.9% in the second quarter of 2000 from 52.7% in the 1999 quarter, mainly due to cost and expense reductions resulting from the Company's reorganization program. Operating income increased 155.9% to $7.0 million during the second quarter of 2000 from operating income of $2.7 million in the 1999 quarter, primarily as a result of the initial benefits of the reorganization program. Cash operating profit increased 27.6% to $22.0 million from $17.2 million in the 1999 second quarter. Net interest expense decreased during the second quarter of 2000 to $0.1 million from $1.4 million in the 1999 quarter, due to less interest paid resulting from reduced indebtedness and a larger currency translation effect during the period compared to 1999. Other expense, net increased to $3.1 million in the 2000 second quarter from income of $0.1 million in the 1999 quarter, due to a decrease in contributions received from The Coca-Cola Company for capital expenditures and a $1.6 million provision for contingencies. The effective income tax rate increased to 25.0% in the second quarter of 2000 from 10.7% in the 1999 quarter, primarily due to the recognition of tax credits recorded during the second quarter of 1999, which were not available in the 2000 quarter. As a result of the above, net income attributable to the Company from Panamco Colombia increased 113.8% to $2.7 million in the 2000 second quarter from net income of $1.3 million in the 1999 period. Venezuela Panamco Venezuela reported net sales of $123.3 million for the second quarter of 2000, down 5.6% from 1999, mainly as a result of devaluation of the Venezuelan Bolivar, which was not fully offset by price increases in local currency for the period. Total sales volume for the second quarter increased 6.1% to 44.4 million unit cases of which soft drink and water volumes increased 3.9% and 22.5%, respectively. Panamco Venezuela maintained its strong soft drink share of sales of 67.9% for the quarter. Cost of sales as a percentage of net sales increased to 44.9% during the second quarter of 2000 from 43.8% during the same period in 1999, as a result of higher costs associated with the increase in sales of nonreturnable presentations. Operating expenses as a percentage of net sales increased to 52.2% in the second quarter of 2000 from 51.6% in the 1999 quarter, mainly due to higher depreciation expenses caused by the acquisition of trucks during the last quarter of 1999. 21 Operating income decreased 40.7% to $3.5 million during the second quarter of 2000 from $5.9 million in the 1999 quarter, primarily due to lower net sales as a result of devaluation of the Venezuelan Bolivar. Cash operating profit decreased 5.1% to $22.5 million from $23.7 million in the 1999 second quarter. Net interest expense increased to $5.1 million during the second quarter of 2000 from $4.7 million in 1999, due to an increase in net debt position and an increase in the average variable (LIBOR) interest rate. Other income, net decreased 56.6% to $0.2 million from $0.6 million in the 1999 second quarter, mainly as a result of a foreign exchange gain recorded in the 1999 period. The effective income tax rate decreased to 17.8% in the second quarter of 2000 from 121.6% in 1999. The increasd rate during the three months ended June 30, 1999, was the result of our decision to establish a valuation allowance on benefits of tax loss carry-forwards from prior years. This valuation allowance was established because of the uncertainty that we would generate sufficient taxable income in the near term to offset against such benefits. As a result of the above, net loss attributable to the Company from Panamco Venezuela increased 198.9% to $1.1 million in the 2000 second quarter from $0.4 million in the 1999 period. Central America Panamco's Central American region includes franchises in Costa Rica, Nicaragua and Guatemala. The region reported net sales of $56.5 million for the second quarter of 2000, an increase of 6.7% from $52.9 million in the second quarter of 1999. The increase was attributable to volume growth of 0.4% to 18.4 million unit cases, and to price increases in dollar terms of approximately 6.3%. Soft drink volume increased 1.9% to 17.7 million unit cases and water volume was down 26.7% to 0.7 million unit cases, due to a change in the selling strategy for five gallon jug presentations. Panamco's share of sales increased to 94.4% in Costa Rica, 44.3% in Guatemala and 85.5% in Nicaragua. Cost of sales as a percentage of net sales decreased to 45.7% during the second quarter of 2000 from 46.4% in the same period of 1999, as a result cost savings in raw materials. Operating expenses as a percentage of net sales decreased to 39.8% in the second quarter of 2000 from 40.7% during the same period in 1999, mainly due to improvement in expense controls and lower depreciation and amortization costs. Operating income increased 20.0% to $8.2 million in the second quarter of 2000 from $6.8 million in the 1999 period, primarily as a result of higher sales. Cash operating profit increased 9.9% to $12.5 million in the second quarter of 2000 from $11.4 million in the 1999 period. Net interest expense decreased to $0.3 million from $0.4 million in the second quarter of 1999, due to a decrease in net debt and improved financing conditions. 22 Other expense, net decreased to $0.6 million from $1.5 million in the 1999 second quarter, as a result of lower foreign exchange losses in Nicaragua and Guatemala. As a result of the above, net income contributed by Panamco Central America to the Company increased 57.5% to $5.5 million in the second quarter of 2000 from $3.5 million in the 1999 period. Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999 Consolidated Results of Operations Consolidated net sales for the six months ended June 30, 2000, increased 6.3% to $1.25 billion from $1.18 billion in the first half of 1999, mainly due to an increase of 5.7% in consolidated unit case sales volume. Total consolidated unit cases sales increased to 593.3 million cases from 561.4 unit cases in the 1999 period. Consolidated soft drink sales volume for the period was up 4.1%, reflecting increases of 6.9% in Mexico, 7.7% in Brazil, 0.8% in Colombia and 0.7% in the Central American Region, offset by a decline of 1.3% in Venezuela. Consolidated unit case sales volume of bottled water increased 10.4% to 116.9 million, and unit case sales volume of beer, sold in Brazil and Venezuela, increased 11.7% to 30.7 million unit cases. The cost of sales as a percentage of net sales decreased to 47.9% during the first half of 2000 from 49.5% during the first half of 1999, primarily driven by cost savings in raw materials and packaging in several countries due to improved procurement contracts. The following discussions are after the recording of facilities reorganization charges (explained below). Operating expenses as a percentage of net sales increased to 50.6% during the first six months of 2000 from 46.0% during the first six months of 1999, mainly as a result of the effect of facilities reorganization charges of $79.9 million or 6.4% as a percentage of net sales in 2000 compared to $10.6 million in the same 1999 period. Operating income decreased to $18.6 million during the first half of 2000 from $54.0 million during the same period in 1999. Cash operating profit increased 6.5% to $191.4 from $179.8 million in the first half of 1999. Net interest expense increased to $55.1 million during the first six months of 2000 from $46.8 million during the same period in 1999, due primarily to an increase in the average variable (LIBOR) interest rate. Other expense, net decreased to $12.3 million during the first six months of 2000 from $27.1 million during the same period in 1999, primarily caused by foreign exchange losses in Brazil of $26.2 million due to a 46.4% devaluation of the Brazilian real during the first half of 1999, partially offset by $5.0 million of non-operating charges related to the disposal of non-operating assets during the first half of 2000. The consolidated effective income tax rate decreased to 19.5% during the first six months of 2000 from 96.2%, as a result of higher losses reported during the first six months of 2000, the 23 effect of the asset tax (minimum tax) in Venezuela and our decision to establish a valuation allowance on benefits of tax loss carry-forwards from prior years in Venezuela, because of the uncertainty that we would have sufficient taxable income in the near term to offset against such benefits. As a result of the foregoing, Panamco had a net loss for the first six months of 2000 of $60.0 million, or $0.47 per share (basic and diluted), compared to a net loss of $40.5 million, or $0.31 per share (basic and diluted), during the first half of 1999. Facilities reorganization charges. During the first half of 2000 Panamco began a wide reorganization program designed to improve productivity and strengthen the Company's competitive position in the beverage industry. The program includes productivity initiatives to streamline Panamco's manufacturing infrastructure, consolidation of distribution centers and warehouses, and the termination of approximately 6,750 jobs across all levels of the Company. For the six months ended June 30, 2000, Panamco recorded a net one-time charge of $84.9 million, $79.9 million as facilities reorganization charges and $5.0 million as non-operating charges, reflecting the following items related to the Company's reorganization program: 1. Restructuring charges totaling $59.4 million consist of the following: o Cash restructuring charges totaling approximately $39.8 million, which include $31.9 million from job terminations and $7.0 million from the restructuring of our distribution system in Brazil and Venezuela; o Non-cash restructuring charges totaling approximately $19.6 million, which result from seven plant closings and the related disposal of property, plant and equipment; 2. Asset write-offs totaling $20.5 million, including $15.5 million of property, plant and equipment in all operating units and $4.5 million of obsolete bottles and cases, mainly in the Venezuelan unit's water jug business, and $0.5 million of cash charges related to the disposal of property, plant and equipment; 3. Non-operating asset charges totaling $5.0 million, net related to the disposal of non-operating assets, including affiliated companies and land in some of the operating units. As a result of the above, the first six months of 2000 Panamco's income was impacted by facilities reorganization charges and non-operating charges totaling $60.3 million, net of the related tax benefit of approximately $24.6 million. Regional Results Mexico Panamco Mexico reported an increase of 25.6% in net sales to $470.2 million during the first six months of 2000, compared to $374.3 million during the same period of 1999. Soft drink sales increased 24.4% on volume growth of 6.9% to 142.2 million unit cases and a 16.5% price increase in dollar terms. Water volume grew 17.6% to 81.5 million unit cases, mainly 24 due to the continued increase in water jug sales volume due to increased coverage of the Company's franchise territories. During the first half of 2000, Panamco Mexico maintained its strong soft drink share of sales of 80.0%. Cost of sales as a percentage of net sales decreased to 45.0% for the first six months of 2000 versus 48.0% for the same period of 1999, mainly due to continued cost savings in raw materials. Operating expenses, including facilities reorganization charges, as a percentage of net sales increased to 42.3% for the first six months of 2000 from 36.8% in the comparable period for 1999, mainly due to higher depreciation expenses related to Panamco's ongoing capital expenditure program and facilities reorganization charges of $19.0 million or 4.0% as a percentage of net sales. Operating income increased to $59.6 million for the first six months of 2000 compared to $56.7 million during the same period of 1999. Cash operating profit increased 28.6% to $97.5 million from $75.8 million for the same period of 1999. Net interest expense increased by 46.4% to $7.4 million for the first six months of 2000 from $5.0 million in 1999 due to the issuance of an aggregate of $106 million in unsecured peso-denominated promissory notes in November of 1999 in a local debt offering. Other income, net decreased to $1.4 million for the first six months of 2000 from $5.2 million in 1999, due to a decrease in profit from the sale of fixed assets of $1.8 million, a decrease in contributions received from The Coca-Cola Company for capital expenditures of $2.7 million and non-operating charges of $1.7 million related to the disposal of non-operating assets, offset by an increase in foreign exchange gain of $1.2 million and as a result of favorable tax planning strategies. The effective income tax rate for the period remained virtually flat at 32.8% from 32.6% in the prior year. As a result of the foregoing, net income contributed by Panamco Mexico to the Company decreased 5.9% to $34.0 million for the first six months of 2000 compared to $36.2 million during the same period of 1999. Net income attributable to Panamco for the first half of 2000 was impacted by facilities reorganization charges and non-operating charges totaling $13.5 million, net of the related tax benefit. Brazil Panamco Brasil, which operates in the Sao Paulo, Campinas, Santos and Mato Grosso do Sul regions of Brazil, reported a decrease of 2.7% in net sales to $244.5 million during the first six months of 2000, compared to net sales of $251.3 million during the same period of 1999, primarily as a result of the devaluation of the currency as well as Panamco's promotional pricing strategy which was launched in March 1999. As a result of this strategy sales volume of soft drinks increased by 7.7%, to 115.1 million unit cases. Beer volume increased by 9.9% to 30.1 million unit cases and bottled water volume increased 7.2% to 6.8 million unit cases. During the first half of 2000, Panamco Brasil maintained a strong 56.8% 25 total soft drink share of sales, which represents an increase of 6.5 points since the Company launched its promotional pricing strategy. Cost of sales as a percentage of net sales decreased to 61.4% for the first six months of 2000 versus 61.9% for the same period of 1999. The decrease is primarily attributable to the reductions in the cost of raw materials and production labor and increased direct sales to supermarkets by Cervejarias Kaiser in Panamco Brasil territories. While Panamco Brasil records the commissions from the direct sales made by Cervejarias Kaiser to the supermarkets as net sales, this amount affects the percentage of cost of sales as a percentage of total sales. Operating expenses, including facilities reorganization charges, as a percentage of net sales decreased to 38.0% for the first six months of 2000 from 38.3% in the comparable period for 1999, mainly due to cost and expense reductions resulting from the Company's reorganization program. Operating income increased 539.1% to $1.3 million during the first six months of 2000 from an operating loss of $0.3 million during the same period of 1999, primarily as a result of the initial benefits of the reorganization program. Cash operating profit increased 14.6% to $20.1 million from $17.6 million for the same period of 1999. Net interest expense increased by 4.3% to $7.2 million during the first six months of 2000 versus $6.9 million for the same period of 1999, mainly as a result of costs incurred in a hedging contract. Other expense, net decreased to $5.4 million during the first six months of 2000 from $31.1 million for the same period of 1999, mainly as a result of a decrease in foreign exchange loss, which was $0.2 million for the first half of 2000 due to a 0.6% devaluation of the Brazilian real versus a $26.2 million foreign exchange loss in the first half of 1999 due to a 46.4% devaluation. Panamco Brasil also had non-operating charges of $1.0 million related to the disposal of non-operating assets during the first half of 2000. The effective income tax benefit increased to 51.9% during the first six months of 2000 from 27.6% for the same period of 1999, mainly due to non-deductible losses in the equity of Cervejarias Kaiser and as a result of favorable tax planning strategies. As a result of the above, the net loss contributed to Panamco by Panamco Brasil decreased 80.4% to $5.4 million during the first six months of 2000 from $27.3 million in the 1999 period. This net loss was impacted by facilities reorganization charges and non-operating charges totaling $8.1 million, net of the related tax benefit. Colombia Panamco Colombia, which operates throughout Colombia, reported net sales of $185.4 million for the six months ended 2000, down 9.8% from the 1999 period. The revenue decline was mainly due to the devaluation of the Colombian Peso and to a 14.4% decrease in water volume to 16.9 million unit cases, partially offset by a 0.8% increase in soft drink volume to 75.9 million unit cases. The water volume decrease was attributable to economic recession and price increases mainly in individual-size presentations. Panamco Colombia continued 26 strengthening its position in the market, achieving a soft drink share of sales of 67.7% during the first half of 2000. Cost of sales as a percentage of net sales decreased to 42.2% for the first six months 2000 from 44.1% in the same period of 1999, as a result of cost savings in raw materials, basically in sugar prices. Operating expenses, including facilities reorganization charges, as a percentage of net sales increased to 62.8% during the first six months of 2000 from 52.0% in the 1999 period, mainly due to Panamco's facilities reorganization charges of $18.2 million or 9.8% as a percentage of net sales. Operating loss increased 214.0% to $9.2 million during the first six months of 2000 from operating income of $8.1 million in the 1999 period, primarily as a result of lower sales and the facilities reorganization charges. Cash operating profit decreased 26.0% to $27.5 million from $37.2 million in the 1999 period. Net interest expense decreased during the first half of 2000 to $1.9 million from $2.9 million in the 1999 period, caused by less interest paid resulting from debt reduction and a larger currency translation effect during the period compared to 1999. Other expense, net increased to $5.6 million for the first six months of 2000 from income of $1.6 in the 1999 period, due to non-operating charges of $2.5 million related to the disposal of non-operating assets and a $1.6 million provision for contingencies. The effective income tax rate increased to 31.2% for the first six months of 2000 from 19.2% in the 1999 period, primarily due to the recognition of tax credits recorded during the first quarter of 1999, which were not available in the 2000 quarter. As a result of the above, net loss attributable to the Company from Panamco Colombia increased 312.4% to $11.2 million during the first six months of 2000 from net income of $5.3 million in the 1999 period. This net loss was impacted by facilities reorganization charges and non-operating charges totaling $14.2 million, net of the related tax benefit. Venezuela Panamco Venezuela reported net sales of $239.8 million for the six months ended 2000, up 0.8% from 1999. Devaluation of the Venezuelan Bolivar was not fully offset by price increases in local currency for the six month period. Total sales volume increased by 1.7% to 87.2 million unit cases, a slight increase mainly offset by the difficult economic conditions in Venezuela. Panamco Venezuela's soft drink share of sales reached 69.4% during the first half of the year. Cost of sales as a percentage of net sales increased to 45.7% during the first six months of 2000 from 44.6% during the same period in 1999, as a result of higher costs associated with the increase in sales of nonreturnable presentations. Operating expenses, including facilities reorganization charges, as a percentage of net sales increased to 65.8% during the first six months of 2000 from 57.8% in the 1999 period, mainly 27 due to facilities reorganization charges of $30.9 million or 12.9% as a percentage of net sales, representing an increase of 9.4 points versus the first half of 1999. Operating loss increased 396.7% to $27.6 million from $5.6 million in the first half of 1999, primarily as a result of the increase in facilities reorganization charges. Cash operating profit decreased 7.8% to $28.1 million from $30.5 million in the 1999 period. Net interest expense increased during the first six months of 2000 to $11.0 million from $8.0 million in 1999, due to an increase in total debt of 17.2% and an increase in the average variable (LIBOR) interest rate. Other expense, net increased 140.0% to $0.8 million from other income, net of $1.9 million in the first half 1999, mainly as a result of provisions of $1.3 million for legal contingencies related to prior years. The effective income tax rate decreased to 10.0% during the first six months of 2000 from 28.8% in 1999. The increased rate during the first six months of 1999 was primarily due to the asset tax or minimum tax paid in Venezuela as a result of a net loss position before income taxes and our decision to establish a valuation allowance on benefits of tax loss carry-forwards from prior years, because of the uncertainty that we would generate sufficient taxable income in the near term to offset against such benefits. As a result of the above, net loss attributable to the Company from Panamco Venezuela increased 134.7% to $35.4 million during the first six months of 2000 from $15.1 million in the 1999 period. The net loss attributable to Panamco for the first half of 2000 was impacted by facilities reorganization charges and non-operating charges totaling $23.8 million, net of the related tax benefit. Central America Panamco's Central American region includes franchises in Costa Rica, Nicaragua and Guatemala. The region reported net sales of $109.4 million for the six months ended June 2000, an increase of 2.9% from $106.4 million in 1999. The increase was attributable to price increases in dollar terms of approximately 3.4%, partially offset by volume decline of 0.8% to 36.2 million unit cases. Soft drink volume increased 0.7% to 34.6 million unit cases and water volume was down 26.9% to 1.3 million unit cases, due to a change in selling strategy for jug presentations. Panamco's share of sales increased to 94.3% in Costa Rica, 43.7% in Guatemala and 85.3% in Nicaragua during the first half of the year. Cost of sales as a percentage of net sales decreased to 46.1% during the first six months of 2000 from 46.4% in the same period of 1999, as a result of cost savings in raw materials. Operating expenses, including facilities reorganization charges, as a percentage of net sales increased to 42.0% during the first six months of 2000 from 40.6% during the same period last year, primarily as a result of facilities charges of $0.7 million or 0.7% as a percentage of net sales. Operating income decreased 5.4% to $13.1 million during the first six months of 2000 from $13.9 million in the 1999 period, primarily as a result of higher operating expenses as a 28 percentage of net sales. Cash operating profit decreased 2.6% to $22.3 million in the first half of 2000 from $22.9 million in the 1999 period. Net interest expense decreased to $0.6 million from $1.0 million during the first six months of 2000, due to a decrease in net debt and improved financing conditions. Other expense, net decreased to $0.8 million from $2.5 million during the first six months of 2000, mainly as a result of lower foreign exchange losses in Nicaragua and Guatemala. As a result of the above, net income contributed by Panamco Central America to the Company increased 23.4% to $9.0 million during the first six months of 2000 from $7.3 million in the 1999 period. Net income attributable to Panamco for the first half of 2000 was impacted by facilities reorganization charges and non-operating charges totaling $0.5 million, net of the related tax benefit. Liquidity and Capital Resources At June 30, 2000, we had consolidated cash and cash equivalents of $145.0 million, a decrease of 5.0% compared to $152.6 million as of December 31, 1999. We have investments in bank deposits for $145.0 million and marketable bonds amounting to $37.5 million which guarantee bank loans obtained by subsidiaries and are therefore classified as noncurrent investments. Consolidated cash flow provided by operations was $125.5 million and $126.9 million for the six months ended June 30, 2000 and 1999, respectively. Total consolidated indebtedness was $1,319.0 million as of June 30, 2000, consisting of $870.0 million at the holding company level and $449.0 million of subsidiary indebtedness. Of the total debt, 87.5% is dollar denominated and 90.6% is long-term, with an average tenor of 3.8 years and average cost of debt before taxes of 9.2%. On December 9, 1999, the Board of Directors approved a share repurchase program for up to $100 million of our Class A common stock. We may repurchase shares in the open market as well as in privately negotiated transactions based on prevailing market conditions. We have repurchased 1,014,500 shares for $19.3 million at an average price per share of $19.05 since the beginning of the program (December 1999). During the first six months of 2000, we repurchased 645,916 shares for an aggregate of $11.8 million at an average price per share of $18.22. Total capital expenditures for the six months ended June 30, 2000 were $66.3 million compared to $110.8 million for the six months ended June 30, 1999. This decrease resulted primarily from capital spending rationalization in all countries. On May 25, 2000, Panamco Brasil entered into a $30 million interest rate swap hedging contract with Citibank, N.A. The contract includes a $10 million interest rate swap at 19.7% per year with a one year expiration date and a $20 million interest rate swap at 19.7% per year with a one and a half year expiration date. 29 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There has been no significant change in our exposure to market risk during the first six months of 2000. For a discussion of our exposure to market risk, refer to Item 9A, Quantitative and Qualitative Disclosures about Market Risk, contained in our Form 20-F for the year ended December 31, 1999. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Legal Proceedings information is addressed in Item 3 of our Form 20-F for the year ended December 31, 1999. There has been no material change to that information required to be disclosed in this Quarterly Report on Form 10-Q. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS We held our annual shareholder meeting on May 12, 2000. Of the shares entitled to vote, 7,709,458 shares or 85.933% of the shares were present in person or by proxy. We submitted the following items for the vote and approval of our shareholders with the right to vote on such matters: (a) Election of Gustavo Cisneros, Oswaldo Cisneros, Luiz Furlan, James Gwynn and Woods W. Staton as members of the board of diretors until May 2003. This item was approved by the favorable vote of 7,709,458 shares or 85.933% of the shares entitled to vote. No shares voted against and no shares abstained. The term of office of William G. Cooling, Timothy J. Haas, Alejandro Jimenez Fonseca, Donald Colin Mackenzie, Wade T. Mitchell, Henry A. Schimberg, Francisco Sanchez-Loaeza, Houston Staton, Stuart A. Staton, and Woods W. Staton Welton as directors continued after the meeting. (b) Approval of the Company's financial statements for the fiscal year ended on December 31, 1999. This item was approved by the favorable vote of 7,709,454 shares of 85.933% of the shares entitled to vote. Two shares voted against and two shares abstained. 30 (c) Ratification of the appointment of Arthur Andersen L.L.P. as the Company's auditors for the fiscal year of 2000. This item was approved by the favorable vote of 7,709,448 shares or 85.933% of the shares entitled to vote. Four shares voted against and six shares abstained. (d) Approval to amend Article 8 (number of directors) of the Company's Articles of Incorporation. Article 8 of the Articles of Incorporation was amended as follows: "The number of directors of the Corporation shall be not less than seven (7) nor more than seventeen (17)". This item was approved by the favorable vote of 7,638,452 shares or 85.142% of the shares entitled to vote. 71,000 shares voted against and six shares abstained. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) List of Exhibits - None. (b) Reports on Forms 8-K - The Registrant did not file any reports on Form 8-K during the three months ended June 30, 2000. 31 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. August 14, 2000 PANAMERICAN BEVERAGES, INC. (REGISTRANT) By:/s/ Paulo J. Sacchi ------------------------- Paulo J. Sacchi Senior Vice President Chief Financial Officer and Treasurer (On behalf of the Registrant and as Chief Accounting Officer) 32 -----END PRIVACY-ENHANCED MESSAGE-----