SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Dated November 15, 2006
Coca-Cola Hellenic Bottling Company S.A.
(Translation of Registrants Name Into English)
9 Fragoklissias Street, 151 25 Maroussi, Athens, Greece
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule
101(b)(1): o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule
101(b)(7): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
Table of Contents
Press Release of November 14, 2006 Results for the Nine Months Ended September 29, 2006 (US GAAP)
Armenia, Austria,
Belarus, Bosnia & Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic,
Estonia
FYROM, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Moldova, Nigeria,
Northern Ireland,
Poland, Romania, Russia, Serbia & Montenegro, Slovakia, Slovenia,
Switzerland, Ukraine
RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 29, 2006 (US GAAP)
HIGHLIGHTS FOR THE NINE MONTHS
· Volume of 1,311 million unit cases, 11% ahead of the same period in 2005;
· Operating profit of 436.2 million versus 425.2 million, 3% increase compared to the period year;
· Net income of 336.8 million versus 296.8 million, 13% increase compared to the same period in 2005.
THIRD QUARTER HIGHLIGHTS
· Volume of 505 million unit cases, 14% ahead of the same period in 2005;
· Operating profit of 207.2 million versus 195.3 million, 6% ahead of the same period in 2005;
· Net income of 160.0 million versus net income of 145.0 million in the same period in 2005.
Doros Constantinou, Managing Director of Coca-Cola HBC, commented:
Continued strong organic volume growth in the third quarter, together with effective execution of revenue growth strategies has enabled us to maintain our positive earnings momentum despite persistent raw material cost pressures. As a result, we are now confidently able to upgrade our full year earnings guidance.
Our top line investment initiatives continue to reap rewards, with all product categories showing growth, particularly those in our expanding non-CSD portfolio. Together with selective acquisitions that are consistent with our strategy and further leveraging our distribution strength, we remain confident that our long-term business model will continue to support our earnings growth at a strong and sustainable level.
November 14, 2006
COCA-COLA HELLENIC BOTTLING COMPANY S.A.
RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 29, 2006 (US GAAP)
Coca-Cola Hellenic Bottling Company S.A. (the Company or CCHBC) is one of the worlds largest bottlers of products of The Coca-Cola Company (TCCC) and has operations in 28 countries serving a population of over 540 million people. The Company shares are listed on the Athens Exchange (ATHEX:EEEK), with secondary listings on the London (LSE:CCB) and Australian (ASX:CHB) Stock Exchanges. The Companys American Depositary Receipts (ADRs) are listed on the New York Stock Exchange (NYSE:CCH).
Financial information in this announcement is presented on the basis of accounting principles generally accepted in the United States (US GAAP). The Company also prepares financial information under International Financial Reporting Standards (IFRS), which are available on our website:
www.coca-colahbc.com.
CONFERENCE CALL:
The Company will host a conference call with financial analysts to discuss the third quarter 2006 results on November 14, 2006 at 4:00 pm, Athens time (2:00 pm, London time and 9:00 am, New York time). Interested parties can access the live, audio webcast of the calls through the Companys website (www.coca-colahbc.com).
INQUIRIES:
Company contacts: |
Tel:
+30 210 618 3229 |
|
|
George Toulantas |
Tel:
+30 210 618 3255 |
|
|
Anna Konoplianikova |
Tel:
+30 210 618 3124 |
|
|
European press contact: |
Tel: +44 20 7269 7206 |
|
|
US press contact: |
Tel: +1 212 850 5600 |
2
FORWARD LOOKING STATEMENTS
This document contains forward-looking statements that involve risks and uncertainties. These statements may generally, but not always, be identified by the use of words such as believe, outlook, guidance, intend, expect, anticipate, plan, target and similar expressions to identify forward-looking statements. All statements other than statements of historical facts, including, among others, statements regarding our future financial position and results, our outlook for 2006 and future years, business strategy and the effects of our recent acquisitions, and restructuring initiatives on our business and financial condition, our future dealings with The Coca-Cola Company, budgets, projected levels of consumption and production, projected raw material and other costs, estimates of capital expenditure and plans and objectives of management for future operations, are forward-looking statements. You should not place undue reliance on these forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect our current expectations and assumptions as to future events and circumstances that may not prove accurate. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (File No. 1-31466).
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot assure you that our future results, level of activity, performance or achievements will meet these expectations. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Unless we are required by law to update these statements, we will not necessarily update any of these statements after the date of the consolidated financial statements included here, either to conform them to actual results or to changes in our expectations.
3
Coca-Cola Hellenic Bottling Company S.A.
Consolidated Statements of Income unaudited
(Prepared in accordance with US GAAP)
|
|
Nine Months Ended |
|
||||
|
|
September 29, 2006 |
|
September 30, 2005 |
|
||
|
|
(euro in millions, except per share data) |
|
||||
|
|
|
|
|
|
||
Net sales revenue |
|
|
4,116.7 |
|
|
3,579.0 |
|
Cost of goods sold |
|
(2,478.4 |
) |
(2,094.1 |
) |
||
Gross profit |
|
1,638.3 |
|
1,484.9 |
|
||
|
|
|
|
|
|
||
Selling, delivery and administrative expenses |
|
(1,202.1 |
) |
(1,059.7 |
) |
||
Operating profit |
|
436.2 |
|
425.2 |
|
||
|
|
|
|
|
|
||
Interest expense |
|
(62.5 |
) |
(42.1 |
) |
||
Interest income |
|
7.2 |
|
1.9 |
|
||
Other income |
|
0.6 |
|
4.4 |
|
||
Other expenses |
|
(0.2 |
) |
(2.9 |
) |
||
Income before income taxes |
|
381.3 |
|
386.5 |
|
||
|
|
|
|
|
|
||
Income tax expense |
|
(61.9 |
) |
(100.2 |
) |
||
Share of income of equity method investees |
|
20.3 |
|
15.3 |
|
||
Minority interests |
|
(2.1 |
) |
(4.8 |
) |
||
Net income before cumulative effect of accounting change |
|
337.6 |
|
296.8 |
|
||
|
|
|
|
|
|
||
Cumulative effect of accounting change for Statement No. 123(R) adoption, net of applicable income taxes of 0.2m |
|
(0.8 |
) |
|
|
||
Net income |
|
|
336.8 |
|
|
296.8 |
|
|
|
|
|
|
|
||
Basic net income per share (in euro): |
|
|
1.40 |
|
|
1.25 |
|
Diluted net income per share (in euro): |
|
|
1.40 |
|
|
1.24 |
|
See notes to the consolidated financial statements on pages 11 to 23.
4
|
|
Three Months Ended |
|
||||
|
|
September 29, 2006 |
|
September 30, 2005 |
|
||
|
|
(euro in millions, except per share data) |
|
||||
|
|
|
|
|
|
||
Net sales revenue |
|
|
1,585.2 |
|
|
1,341.6 |
|
Cost of goods sold |
|
(934.1 |
) |
(771.0 |
) |
||
Gross profit |
|
651.1 |
|
570.6 |
|
||
|
|
|
|
|
|
||
Selling, delivery and administrative expenses |
|
(443.9 |
) |
(375.3 |
) |
||
Operating profit |
|
207.2 |
|
195.3 |
|
||
|
|
|
|
|
|
||
Interest expense |
|
(25.2 |
) |
(13.4 |
) |
||
Interest income |
|
3.4 |
|
0.6 |
|
||
Other income |
|
0.6 |
|
0.4 |
|
||
Other expenses |
|
0.9 |
|
0.1 |
|
||
Income before income taxes |
|
186.9 |
|
183.0 |
|
||
|
|
|
|
|
|
||
Income tax expense |
|
(34.5 |
) |
(46.0 |
) |
||
Share of income of equity method investees |
|
8.6 |
|
9.1 |
|
||
Minority interests |
|
(1.0 |
) |
(1.1 |
) |
||
Net income before cumulative effect of accounting change |
|
160.0 |
|
145.0 |
|
||
|
|
|
|
|
|
||
Cumulative effect of accounting change for Statement No. 123(R) adoption, net of applicable income taxes |
|
|
|
|
|
||
Net income |
|
|
160.0 |
|
|
145.0 |
|
|
|
|
|
|
|
||
Basic net income per share (in euro): |
|
|
0.66 |
|
|
0.61 |
|
Diluted net income per share (in euro): |
|
|
0.66 |
|
|
0.60 |
|
See notes to the consolidated financial statements on pages 11 to 23.
5
Coca-Cola Hellenic Bottling Company S.A.
Consolidated Balance Sheets unaudited
(Prepared in accordance with US GAAP)
|
|
As at |
|
||||
|
|
September 29, 2006 |
|
December 31, 2005 |
|
||
|
|
(euro in millions) |
|
||||
Assets |
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
||
Cash and cash equivalents |
|
|
343.0 |
|
|
168.5 |
|
Trade accounts receivable, less allowance of 38.1m in 2006 and 33.0m in 2005 |
|
698.5 |
|
560.8 |
|
||
Inventories |
|
424.2 |
|
359.8 |
|
||
Receivables from related parties |
|
100.6 |
|
70.9 |
|
||
Taxes receivable |
|
7.1 |
|
7.9 |
|
||
Deferred income taxes |
|
69.8 |
|
53.3 |
|
||
Prepaid expenses |
|
108.4 |
|
85.0 |
|
||
Derivative assets |
|
5.0 |
|
12.5 |
|
||
Other current assets |
|
57.4 |
|
38.6 |
|
||
Total current assets |
|
1,814.1 |
|
1,357.3 |
|
||
|
|
|
|
|
|
||
Property, plant and equipment: |
|
|
|
|
|
||
Land |
|
135.0 |
|
105.3 |
|
||
Buildings |
|
826.6 |
|
781.8 |
|
||
Returnable containers |
|
276.2 |
|
265.7 |
|
||
Production and other equipment |
|
2,638.3 |
|
2,422.9 |
|
||
|
|
3,876.1 |
|
3,575.7 |
|
||
Less accumulated depreciation |
|
(1,707.4 |
) |
(1,552.7 |
) |
||
|
|
2,168.7 |
|
2,023.0 |
|
||
Construction in progress |
|
127.8 |
|
142.3 |
|
||
Advances for equipment purchases |
|
18.7 |
|
29.3 |
|
||
|
|
2,315.2 |
|
2,194.6 |
|
||
|
|
|
|
|
|
||
Investments in equity method investees |
|
324.1 |
|
294.2 |
|
||
Deferred income taxes |
|
42.3 |
|
22.1 |
|
||
Derivative assets |
|
5.3 |
|
21.7 |
|
||
Other tangible non-current assets |
|
36.5 |
|
30.7 |
|
||
Franchise rights |
|
1,986.2 |
|
1,996.4 |
|
||
Goodwill and other intangible assets |
|
797.1 |
|
789.9 |
|
||
Total assets |
|
|
7,320.8 |
|
|
6,706.9 |
|
See notes to the consolidated financial statements on pages 11 to 23.
6
|
|
As at |
|
||||
|
|
September 29, 2006 |
|
December 31, 2005 |
|
||
|
|
(euro in millions) |
|
||||
|
|
|
|
|
|
||
Liabilities and shareholders equity |
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
||
Short-term borrowings |
|
|
305.7 |
|
|
310.0 |
|
Accounts payable |
|
293.4 |
|
200.4 |
|
||
Accrued expenses |
|
516.3 |
|
415.9 |
|
||
Amounts payable to related parties |
|
151.1 |
|
115.7 |
|
||
Deposit liabilities |
|
137.6 |
|
137.1 |
|
||
Income taxes payable |
|
85.2 |
|
75.0 |
|
||
Deferred income taxes |
|
6.1 |
|
4.9 |
|
||
Derivative liabilities |
|
0.1 |
|
1.3 |
|
||
Current portion of long-term debt |
|
|
|
243.9 |
|
||
Current portion of capital lease obligations |
|
32.1 |
|
19.8 |
|
||
Total current liabilities |
|
1,527.6 |
|
1,524.0 |
|
||
|
|
|
|
|
|
||
Long-term liabilities: |
|
|
|
|
|
||
Long-term debt, less current portion |
|
1,550.2 |
|
1,278.4 |
|
||
Capital lease obligations, less current portion |
|
86.9 |
|
50.3 |
|
||
Cross currency swap payables relating to borrowings |
|
94.4 |
|
43.3 |
|
||
Deferred income taxes |
|
689.2 |
|
678.2 |
|
||
Employee benefit obligations and other long-term liabilities |
|
146.1 |
|
138.8 |
|
||
Total long-term liabilities |
|
2,566.9 |
|
2,189.0 |
|
||
|
|
|
|
|
|
||
Minority interests |
|
67.1 |
|
70.6 |
|
||
|
|
|
|
|
|
||
Shareholders equity: |
|
|
|
|
|
||
Ordinary shares, 0.50 par value: 240,692,002 shares (2005: 240,692,002) authorized, issued and outstanding |
|
120.3 |
|
120.3 |
|
||
Additional paid-in capital |
|
1,696.1 |
|
1,693.2 |
|
||
Deferred compensation |
|
(0.6 |
) |
(0.5 |
) |
||
Retained earnings |
|
1,213.6 |
|
949.0 |
|
||
Accumulated other comprehensive income |
|
129.8 |
|
161.3 |
|
||
Total shareholders equity |
|
3,159.2 |
|
2,923.3 |
|
||
Total liabilities and shareholders equity |
|
|
7,320.8 |
|
|
6,706.9 |
|
See notes to the consolidated financial statements on pages 11 to 23.
7
Coca-Cola Hellenic Bottling Company S.A.
Consolidated Statements of Cash Flows unaudited
(Prepared in accordance with US GAAP)
|
|
Nine Months Ended |
|
||||
|
|
September 29, 2006 |
|
September 30, 2005 |
|
||
|
|
(euro in millions) |
|
||||
Operating activities |
|
|
|
|
|
||
Net income |
|
|
336.8 |
|
|
296.8 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
||
Depreciation |
|
240.2 |
|
226.4 |
|
||
Amortization |
|
0.3 |
|
|
|
||
Stock option compensation expense |
|
2.9 |
|
|
|
||
Impairment charges on property, plant and equipment |
|
12.7 |
|
|
|
||
Deferred income taxes |
|
(20.1 |
) |
14.0 |
|
||
Gains on disposal of non-current assets |
|
(17.2 |
) |
(8.8 |
) |
||
Minority interests |
|
2.1 |
|
4.8 |
|
||
Share of income of equity method investees |
|
(20.3 |
) |
(15.3 |
) |
||
Cumulative effect of accounting change for SFAS No. 123(R) adoption, before income taxes |
|
1.0 |
|
|
|
||
|
|
|
|
|
|
||
Changes in operating assets and liabilities, net of effect of acquisitions: |
|
|
|
|
|
||
Trade accounts receivable and other operating assets |
|
(138.2 |
) |
(72.1 |
) |
||
Inventories |
|
(58.6 |
) |
(27.3 |
) |
||
Accounts payable and accrued expenses |
|
193.4 |
|
37.1 |
|
||
Net cash provided by operating activities |
|
535.0 |
|
455.6 |
|
||
|
|
|
|
|
|
||
Investing activities |
|
|
|
|
|
||
Purchases of property, plant and equipment |
|
(294.7 |
) |
(253.7 |
) |
||
Proceeds from disposals of property, plant and equipment |
|
28.5 |
|
10.0 |
|
||
Cash payments for acquisitions, net of cash acquired |
|
(77.8 |
) |
(194.6 |
) |
||
Proceeds from sale of trademarks |
|
|
|
9.0 |
|
||
Net proceeds / (payments) for purchase of investments and other assets |
|
2.4 |
|
(0.6 |
) |
||
Net cash used in investing activities |
|
(341.6 |
) |
(429.9 |
) |
||
|
|
|
|
|
|
||
Financing activities |
|
|
|
|
|
||
Proceeds from issuance of debt |
|
588.1 |
|
452.4 |
|
||
Payments on debt |
|
(517.2 |
) |
(273.2 |
) |
||
Payments on capital lease obligations |
|
(12.0 |
) |
(11.7 |
) |
||
Dividends paid to shareholders of the Company and to minority interests |
|
(75.4 |
) |
(74.3 |
) |
||
Net cash (used in) / provided by financing activities |
|
(16.5 |
) |
93.2 |
|
||
|
|
|
|
|
|
||
Effect of exchange rates on cash |
|
(2.4 |
) |
2.1 |
|
||
Net increase in cash and cash equivalents |
|
174.5 |
|
121.0 |
|
||
|
|
|
|
|
|
||
Cash and cash equivalents at beginning of year |
|
168.5 |
|
31.3 |
|
||
Cash and cash equivalents at end of period |
|
|
343.0 |
|
|
152.3 |
|
See notes to the consolidated financial statements on pages 11 to 23.
8
Coca-Cola Hellenic Bottling Company S.A.
Consolidated Statements of Shareholders Equity unaudited
(Prepared in accordance with US GAAP)
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
||||||
|
|
Ordinary Shares |
|
Additional |
|
|
|
|
|
Other |
|
|
|
||||||||
|
|
Number |
|
|
|
Paid-in |
|
Deferred |
|
Retained |
|
Comprehensive |
|
|
|
||||||
|
|
of Shares |
|
Amount |
|
Capital |
|
Compensation |
|
Earnings |
|
Income |
|
Total |
|
||||||
|
|
(millions) |
|
(euro in millions) |
|
||||||||||||||||
As at December 31, 2004 |
|
238.3 |
|
|
119.1 |
|
|
1,657.8 |
|
|
(0.9 |
) |
|
716.8 |
|
|
68.2 |
|
|
2,561.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income for nine months ended September 30, 2005 |
|
|
|
|
|
|
|
|
|
296.8 |
|
|
|
296.8 |
|
||||||
Currency
translation adjustment, net of applicable income taxes of |
|
|
|
|
|
|
|
|
|
|
|
85.6 |
|
85.6 |
|
||||||
Change in minimum
pension liability, net of applicable income taxes of |
|
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
(0.1 |
) |
||||||
Change in fair
value of derivatives, net of applicable income taxes of |
|
|
|
|
|
|
|
|
|
|
|
0.7 |
|
0.7 |
|
||||||
Unrealised gain on available-for-sale investments, net of applicable income taxes of (0.1)m |
|
|
|
|
|
|
|
|
|
|
|
0.8 |
|
0.8 |
|
||||||
Loss on derivatives reclassified into earnings from other comprehensive income, net of applicable income taxes of (0.8)m |
|
|
|
|
|
|
|
|
|
|
|
1.7 |
|
1.7 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
385.5 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net movements in shares for equity compensation |
|
|
|
|
|
|
|
0.3 |
|
|
|
|
|
0.3 |
|
||||||
Cash dividends (0.28 per share) |
|
|
|
|
|
|
|
|
|
(66.7 |
) |
|
|
(66.7 |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As at September 30, 2005 |
|
238.3 |
|
119.1 |
|
1,657.8 |
|
(0.6 |
) |
946.9 |
|
156.9 |
|
2,880.1 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Income for three months ended December 31, 2005 |
|
|
|
|
|
|
|
|
|
2.1 |
|
|
|
2.1 |
|
||||||
Currency
translation adjustment, net of applicable income taxes of |
|
|
|
|
|
|
|
|
|
|
|
5.6 |
|
5.6 |
|
||||||
Change in minimum
pension liability, net of applicable income taxes of |
|
|
|
|
|
|
|
|
|
|
|
(1.2 |
) |
(1.2 |
) |
||||||
Unrealised gain on available-for-sale investments, net of applicable income taxes of (0.2)m |
|
|
|
|
|
|
|
|
|
|
|
0.2 |
|
0.2 |
|
||||||
Change in fair
value of derivatives, net of applicable income taxes of |
|
|
|
|
|
|
|
|
|
|
|
(0.8 |
) |
(0.8 |
) |
||||||
Loss on derivatives reclassified into earnings from other comprehensive income, net of applicable taxes of 0.4m |
|
|
|
|
|
|
|
|
|
|
|
0.6 |
|
0.6 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
6.5 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Shares issued to employees exercising stock options |
|
2.4 |
|
1.2 |
|
35.4 |
|
(0.3 |
) |
|
|
|
|
36.3 |
|
||||||
Changes in deferred compensation related to Employee Share Ownership Plan |
|
|
|
|
|
|
|
0.4 |
|
|
|
|
|
0.4 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As at December 31, 2005 |
|
240.7 |
|
|
120.3 |
|
|
1,693.2 |
|
|
(0.5 |
) |
|
949.0 |
|
|
161.3 |
|
|
2,923.3 |
|
See notes to the consolidated financial statements on pages 11 to 23.
9
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
||||||
|
|
Ordinary Shares |
|
Additional |
|
|
|
|
|
Other |
|
|
|
||||||||
|
|
Number |
|
|
|
Paid-in |
|
Deferred |
|
Retained |
|
Comprehensive |
|
|
|
||||||
|
|
of Shares |
|
Amount |
|
Capital |
|
Compensation |
|
Earnings |
|
Income |
|
Total |
|
||||||
|
|
(millions) |
|
(euro in millions) |
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As at December 31, 2005 |
|
240.7 |
|
|
120.3 |
|
|
1,693.2 |
|
|
(0.5 |
) |
|
949.0 |
|
|
161.3 |
|
|
2,923.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net profit for nine months ended September 29, 2006 |
|
|
|
|
|
|
|
|
|
336.8 |
|
|
|
336.8 |
|
||||||
Currency translation adjustment, net of applicable income taxes of 1.5m |
|
|
|
|
|
|
|
|
|
|
|
(33.9 |
) |
(33.9 |
) |
||||||
Change in fair value of derivatives, net of applicable income taxes of 0.2m |
|
|
|
|
|
|
|
|
|
|
|
0.7 |
|
0.7 |
|
||||||
Unrealised gain on available-for-sale investments, net of applicable income taxes of 0.0m |
|
|
|
|
|
|
|
|
|
|
|
1.2 |
|
1.2 |
|
||||||
Loss on derivatives reclassified into earnings from other comprehensive income, net of applicable income taxes of 0.1m |
|
|
|
|
|
|
|
|
|
|
|
0.5 |
|
0.5 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
305.3 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock option compensation |
|
|
|
|
|
2.9 |
|
|
|
|
|
|
|
2.9 |
|
||||||
Changes in deferred compensation related to Employee Share Ownership Plan |
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
(0.1 |
) |
||||||
Dividends (0.30 per share) |
|
|
|
|
|
|
|
|
|
(72.2 |
) |
|
|
(72.2 |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As at September 29, 2006 |
|
240.7 |
|
|
120.3 |
|
|
1,696.1 |
|
|
(0.6 |
) |
|
1,213.6 |
|
|
129.8 |
|
|
3,159.2 |
|
See notes to the consolidated financial statements on pages 11 to 23.
10
COCA-COLA HELLENIC BOTTLING COMPANY S.A.
Condensed Notes to Consolidated Financial Statements unaudited
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of the Coca-Cola Hellenic Bottling Company S.A. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, considered necessary for a fair statement of the Companys financial position, results of operations and cash flows for the periods presented. Where necessary, comparative figures have been reclassified to conform with changes in presentation in the current year.
For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys Annual Report for the year ended December 31, 2005.
2. NEW ACCOUNTING STANDARDS
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement No. 123 (Revised 2004), Share-Based Payment (Statement No. 123 (R)). The Statement requires compensation costs related to share based payments to be recognized in the financial statements. Under the Statement, the compensation cost is determined based on the grant date fair value of the equity or liability instrument issued. The Statement is applicable to share based payment transactions excluding employee share purchase plans that meet certain criteria. Statement No. 123 (R) replaces APB Opinion No. 25, Accounting for Stock Issued to Employees. The Statement applies to all awards granted after the required effective date and to awards modified, repurchased or cancelled after that date. As of the required effective date, which is January 1, 2006 the Company adopted Statement No. 123 (R), using the modified version of the prospective application. Further details are available in Note 9, Stock-Based Compensation, and Note 10, Stock Appreciation Rights.
In March 2005, the Securities and Exchange Commission (the SEC) staff issued Staff Accounting Bulletin No. 107, Share-Based Payment (SAB No. 107) to assist preparers by simplifying some of the implementation challenges of Statement No. 123 (R) while enhancing the information that investors receive. SAB No. 107 creates a framework that is based on two overriding themes: (a) considerable judgment will be required by preparers to successfully implement Statement No. 123 (R), specifically when valuing employee stock options; and (b) reasonable individuals, acting in good faith, may conclude differently on the fair value of employee stock options. Key topics covered by SAB No. 107 include: (a) valuation models SAB No. 107 reinforces the flexibility allowed by Statement No. 123 (R) to choose an option-pricing model that meets the standards fair value measurement objective; (b) expected volatility SAB No. 107 provides guidance on when it would be appropriate to rely exclusively on either historical or implied volatility in estimating expected volatility; and (c) expected term the new guidance includes examples and some simplified approaches to determining the expected term under certain circumstances. The Company applied the principles of SAB No. 107 in conjunction with its adoption of Statement No. 123 (R).
In May 2005, the FASB issued Statement No. 154, Accounting Changes and Error Corrections (Statement No. 154), a replacement of APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements. Statement No. 154 applies to all voluntary changes in accounting principle, and changes the requirements for accounting for and reporting of a change in accounting principle. Statement No. 154 requires retrospective application to prior periods financial statements of a voluntary change in accounting principle unless it is impracticable. The Company has adopted the policy with effect from January 1, 2006. The adoption of Statement No. 154 has not had an impact on the Companys financial statements.
In February 2006, the FASB issued Statement No. 155, Accounting for Certain Hybrid Financial Instruments an amendment of FASB Statements No. 133 and 140 (Statement No. 155). Statement No. 155 provides entities with relief from having to separately determine the fair value of an embedded derivative that would otherwise be required to be bifurcated from its host contract in accordance with Statement No. 133. Statement No. 155 allows an entity to make an irrevocable election to measure such a hybrid financial instrument at fair value in its entirety, with changes in fair value recognized in earnings. The election may be made on an instrument-by-instrument basis and can be made only when a hybrid financial instrument is
11
initially recognized or when certain events occur that constitute a re-measurement (i.e., new basis) event for a previously recognized hybrid financial instrument. An entity must document its election to measure a hybrid financial instrument at fair value, either concurrently or via a pre-existing policy for automatic election. Once the fair value election has been made, that hybrid financial instrument may not be designated as a hedging instrument pursuant to Statement No. 133. The Statement is effective for all financial instruments acquired, issued, or subject to a re-measurement (new basis) event occurring after the beginning of an entitys first fiscal year that begins after September 15, 2006. Upon adoption, an entity may elect fair value measurement for existing financial instruments with embedded derivatives that had previously been bifurcated pursuant to Statement No. 133. The Company is currently evaluating the effect on its financial statements.
In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (Interpretation No. 48). The Interpretation provides guidance on recognition, measurement, classification, interest and penalties, and disclosure of tax positions. Interpretation No. 48 establishes a two-step approach for recognizing and measuring tax benefits. The first step is recognition: The enterprise must determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the enterprise should presume that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. The second step is measurement: A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Interpretation is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the effect on its financial statements.
In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (Statement No. 157). Statement No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Statement No. 157 is effective for fiscal years beginning after November 15, 2007 and for interim periods within those fiscal years. The Company is currently evaluating the effect on its financial statements.
In September 2006, the FASB issued Statement No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans (Statement No. 158). Statement 158 amends certain requirements of Statement No. 87, Employers Accounting for Pensions (Statement No. 87), Statement No. 88, Employers Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits (Statement No. 88), Statement No. 106, Employers Accounting for Postretirement Benefits other than Pensions (Statement No. 106), and Statement No. 132(R). The main effect of the new Statement is that the funded status of all postretirement plans will have to be recorded on the balance sheet. The funded status is measured as the difference between the fair value of the plans assets and its benefit obligation. Under Statement No. 87, Statement No. 88 and Statement No. 106, the amount recognized was the funded status reduced by deferred actuarial losses (or increased by deferred actuarial gains), prior service costs and any transitional obligation remaining. Under Statement No. 158, these items will now be recorded in equity. Statement No. 158 is effective prospectively for fiscal years ending after December 15, 2006. The Company is currently evaluating the impact on its equity.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effect of Prior Year Misstatements when Qualifying Misstatements in Current Year Financial Statements (SAB No. 108). SAB No. 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB No. 108 establishes a dual approach that requires quantification of financial statement errors based on both the roll-over method and iron curtain method regarding the effects of each of the Companys balance sheets and statement of operations and the related financial statement disclosures. SAB No. 108 permits existing public companies to record the cumulative effect of initially applying this approach in the first year ending after November 15, 2006, by recording the necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustments recorded to the opening balance of retained earnings. The Company does not expect the adoption SAB No. 108 to have an effect on its financial statements.
12
3. SEASONALITY OF BUSINESS
Operating results for the nine months ended September 29, 2006 are not indicative of the results that may be expected for the year ended December 31, 2006 because of business seasonality. Business seasonality results from a combination of higher unit sales of the Companys products in the warmer months of the year and the methods of accounting for fixed costs such as depreciation and interest expense that are not significantly affected by business seasonality.
4. INVENTORIES
Inventories consist of the following (in millions):
|
September 29, 2006 |
|
December 31, 2005 |
|
|||
|
|
|
|
|
|
||
Finished goods |
|
|
165.6 |
|
|
128.7 |
|
Raw materials & work in progress |
|
175.2 |
|
166.9 |
|
||
Consumables |
|
79.8 |
|
57.9 |
|
||
Payments on account |
|
3.6 |
|
6.3 |
|
||
|
|
|
424.2 |
|
|
359.8 |
|
5. RECENT ACQUISITIONS
On March 13, 2006, we acquired, jointly with TCCC, 100% of Fresh & Co d.o.o., one of the leading producers of fruit juices in Serbia. The acquisition includes a production facility located at Subotica and the juice and nectar brands Next and Su-Voce. The total consideration for the transaction was 17.2 million (excluding acquisition costs) with the assumption of debt of an additional 23.5 million. The Companys share of the purchase price and debt was 20.3 million. The fair values of significant assets acquired and liabilities assumed are preliminary and pending finalization. The acquired entity is a joint venture with TCCC and is being accounted for under the equity method.
On April 5, 2006, we successfully completed the tender offer for the outstanding share capital of Lanitis Bros Public Limited (Lanitis Bros), a beverage company in Cyprus, with a strong portfolio of products and a long, successful tradition as the market leader. Following completion of the tender offer, we acquired 95.43% of the share capital of Lanitis Bros. The total consideration paid for these shares was 71.5 million (excluding acquisition costs) with the assumption of debt of an additional 5.6 million. At this stage the acquisition has resulted in recording identifiable intangible assets of 15.5 million, although we are further assessing the fair values which may result in certain adjustments to the purchase price allocation. Following completion of the tender offer, the Company initiated a mandatory buy-out process in accordance with Cypriot law for the purposes of acquiring the remaining shares in Lanitis Bros. Lanitis Bros has been delisted from the Cyprus Stock Exchange. As of November 14, 2006, the Company had acquired an additional 11,218,735 shares representing 4.48% of the share capital of Lanitis Bros for a total consideration of 3.4 million, bringing its participation to 99.91%.
On July 5, 2006, we acquired, jointly with TCCC, 100% of Fonti Del Vulture S.r.l., a producer of high quality mineral water in Italy with significant water reserves. The acquisition includes two production facilities in the south, as well as the national mineral water brand Lilia and Lilia Kiss (still and sparkling). The total consideration for the transaction was 10.6 million (excluding acquisition costs) with the assumption of debt of an additional 25.8 million. At this stage, the acquisition has resulted in the recording of goodwill of 2.2 million. The fair values of significant assets acquired and liabilities assumed are preliminary and pending finalization.
On August 22, 2006, we completed the acquisition of Yoppi Kft., a hot beverages vending operator in Hungary. Total consideration for the acquisition was 1.9 million (excluding acquisition costs) with the assumption of debt of an additional 0.1 million. At this stage the acquisition has resulted in recording
13
goodwill of 0.3 million and customer contracts of 1.6 million. The fair values of significant assets acquired and liabilities assumed are preliminary and pending finalization.
6. FRANCHISE RIGHTS, GOODWILL AND OTHER INTANGIBLE ASSETS
Our intangible assets consist mainly of franchise rights related to our bottlers agreements with TCCC, trademarks and goodwill.
TCCC does not grant perpetual franchise rights outside of the United States, nonetheless, we believe our franchise agreements will continue to be renewed at each expiration date and, therefore, have an indefinite useful life. We determine the useful life of our trademarks after considering potential limitations that could impact the life of the trademark, such as technological limitations, market limitations and the intent of management with regard to the trademark. All the trademarks that we have recorded on our balance sheet have been assigned an indefinite useful life, as they have an established sales history in the applicable region. It is our intention to receive a benefit from them indefinitely, and there is no indication that this will not be the case.
In accordance with FASB Statement No. 142, Goodwill and Other Intangible Assets, goodwill and indefinite-lived intangible assets are not amortized, but are reviewed at least annually for impairment. Finite-lived assets are amortized over their estimated useful lives. The following table sets forth the carrying value of intangible assets subject to, and not subject to, amortization (in millions):
|
September 29, 2006 |
|
December 31, 2005 |
|
|||
Intangible assets not subject to amortization |
|
|
|
|
|
||
Franchise rights |
|
|
1,986.2 |
|
|
1,996.4 |
|
Goodwill |
|
756.4 |
|
756.7 |
|
||
Minimum pension liability |
|
1.3 |
|
1.1 |
|
||
Trademarks |
|
34.5 |
|
29.0 |
|
||
|
|
2,778.4 |
|
2,783.2 |
|
||
Intangible assets subject to amortization |
|
|
|
|
|
||
Customer contracts |
|
2.3 |
|
0.9 |
|
||
Distribution rights |
|
0.6 |
|
|
|
||
Water rights |
|
2.0 |
|
2.2 |
|
||
|
|
|
2,783.3 |
|
|
2,786.3 |
|
The changes in the carrying amount of goodwill are as follows (in millions):
|
Established |
|
Developing |
|
Emerging |
|
|
|
|||||
|
|
Countries |
|
Countries |
|
Countries |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Balance as at December 31, 2005 |
|
|
600.4 |
|
|
122.8 |
|
|
33.5 |
|
|
756.7 |
|
Current period acquisitions |
|
2.2 |
|
0.3 |
|
|
|
2.5 |
|
||||
Adjustment to goodwill arising from prior period acquisitions |
|
0.1 |
|
|
|
1.4 |
|
1.5 |
|
||||
Foreign exchange differences |
|
(2.4 |
) |
(2.7 |
) |
0.8 |
|
(4.3 |
) |
||||
Balance as at September 29, 2006 |
|
|
600.3 |
|
|
120.4 |
|
|
35.7 |
|
|
756.4 |
|
14
7. SEGMENT INFORMATION
The Company has one business, being the production, distribution and sale of alcohol-free, ready-to-drink beverages. The Company operated in 28 countries in third quarter of 2006, (including our equity investment based in the Former Yugoslav Republic of Macedonia) and its financial results are reported in the following segments:
Established countries: |
Austria, Cyprus, Greece, Italy, Northern Ireland, Republic of Ireland and Switzerland. |
|
|
Developing countries: |
Croatia, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Poland, Slovakia and Slovenia. |
|
|
Emerging countries: |
Armenia, Belarus, Bosnia and Herzegovina, Bulgaria, FYROM, Moldova, Montenegro, Nigeria, Romania, Russia, Serbia and Ukraine. |
The Companys operations in each of the segments presented have similar economic characteristics, production processes, customers and distribution methods. The Company evaluates performance and allocates resources primarily based on cash operating profit. Cash operating profit is defined as operating profit before deductions for depreciation, amortization, stock option compensation expense and impairment charges. Information on the Companys segments is as follows (in millions):
15
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
September 29, 2006 |
|
September 30, 2005 |
|
September 29, 2006 |
|
September 30, 2005 |
|
||||
Net sales revenue |
|
|
|
|
|
|
|
|
|
||||
Established countries |
|
|
696.2 |
|
|
610.1 |
|
|
1,917.2 |
|
|
1,772.1 |
|
Developing countries |
|
312.5 |
|
258.2 |
|
754.2 |
|
649.0 |
|
||||
Emerging countries |
|
576.5 |
|
473.3 |
|
1,445.3 |
|
1,157.9 |
|
||||
|
|
1,585.2 |
|
1,341.6 |
|
4,116.7 |
|
3,579.0 |
|
||||
Cash operating profit |
|
|
|
|
|
|
|
|
|
||||
Established countries |
|
116.3 |
|
125.8 |
|
317.6 |
|
330.0 |
|
||||
Developing countries |
|
60.8 |
|
44.7 |
|
116.3 |
|
98.6 |
|
||||
Emerging countries |
|
116.5 |
|
104.2 |
|
258.4 |
|
223.0 |
|
||||
|
|
293.6 |
|
274.7 |
|
692.3 |
|
651.6 |
|
||||
Depreciation |
|
|
|
|
|
|
|
|
|
||||
Established countries |
|
(31.9 |
) |
(30.0 |
) |
(92.4 |
) |
(89.6 |
) |
||||
Developing countries |
|
(16.1 |
) |
(17.7 |
) |
(49.5 |
) |
(51.6 |
) |
||||
Emerging countries |
|
(35.8 |
) |
(31.7 |
) |
(98.3 |
) |
(85.2 |
) |
||||
|
|
(83.8 |
) |
(79.4 |
) |
(240.2 |
) |
(226.4 |
) |
||||
Amortization |
|
|
|
|
|
|
|
|
|
||||
Established countries |
|
(0.1 |
) |
|
|
(0.3 |
) |
|
|
||||
Developing countries |
|
|
|
|
|
|
|
|
|
||||
Emerging countries |
|
|
|
|
|
|
|
|
|
||||
|
|
(0.1 |
) |
|
|
(0.3 |
) |
|
|
||||
Stock option compensation |
|
|
|
|
|
|
|
|
|
||||
Established countries |
|
(0.4 |
) |
|
|
(1.0 |
) |
|
|
||||
Developing countries |
|
(0.2 |
) |
|
|
(0.5 |
) |
|
|
||||
Emerging countries |
|
(0.5 |
) |
|
|
(1.4 |
) |
|
|
||||
|
|
(1.1 |
) |
|
|
(2.9 |
) |
|
|
||||
Impairment |
|
|
|
|
|
|
|
|
|
||||
Established countries |
|
(1.3 |
) |
|
|
(7.4 |
) |
|
|
||||
Developing countries |
|
|
|
|
|
(1.9 |
) |
|
|
||||
Emerging countries |
|
(0.1 |
) |
|
|
(3.4 |
) |
|
|
||||
|
|
(1.4 |
) |
|
|
(12.7 |
) |
|
|
||||
Operating profit |
|
|
|
|
|
|
|
|
|
||||
Established countries |
|
82.6 |
|
95.7 |
|
216.5 |
|
240.3 |
|
||||
Developing countries |
|
44.5 |
|
27.0 |
|
64.4 |
|
47.0 |
|
||||
Emerging countries |
|
80.1 |
|
72.6 |
|
155.3 |
|
137.9 |
|
||||
|
|
207.2 |
|
195.3 |
|
436.2 |
|
425.2 |
|
||||
Reconciling items |
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
(62.5 |
) |
(42.1 |
) |
||||
Interest income |
|
|
|
|
|
7.2 |
|
1.9 |
|
||||
Other income |
|
|
|
|
|
0.6 |
|
4.4 |
|
||||
Other expense |
|
|
|
|
|
(0.2 |
) |
(2.9 |
) |
||||
Income tax expense |
|
|
|
|
|
(61.9 |
) |
(100.2 |
) |
||||
Share of income of equity method investees |
|
|
|
|
|
20.3 |
|
15.3 |
|
||||
Minority interests |
|
|
|
|
|
(2.1 |
) |
(4.8 |
) |
||||
Net income before cumulative effect of accounting change |
|
|
|
|
|
|
337.6 |
|
|
296.8 |
|
||
|
|
|
|
|
|
As at |
|
||||
|
|
|
|
|
|
September 29, 2006 |
|
December 31, 2005 |
|
||
Total assets |
|
|
|
|
|
|
|
|
|
||
Established countries |
|
|
|
|
|
|
3,882.3 |
|
|
3,625.6 |
|
Developing countries |
|
|
|
|
|
1,398.7 |
|
1,312.4 |
|
||
Emerging countries |
|
|
|
|
|
1,952.0 |
|
1,714.0 |
|
||
Corporate / intersegment receivables |
|
|
|
|
|
87.7 |
|
54.9 |
|
||
|
|
|
|
|
|
|
7,320.7 |
|
|
6,706.9 |
|
16
8. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share (in millions):
|
Nine Months Ended |
|
|||||
|
|
September 29, 2006 |
|
September 30, 2005 |
|
||
Numerator |
|
|
|
|
|
||
Net income |
|
|
336.8 |
|
|
296.8 |
|
|
|
|
|
|
|
||
Denominator |
|
|
|
|
|
||
Basic |
|
240.7 |
|
238.3 |
|
||
Dilutive effect of stock options |
|
0.8 |
|
1.4 |
|
||
Diluted |
|
241.5 |
|
239.7 |
|
||
|
Three Months Ended |
|
|||||
|
|
September 29, 2006 |
|
September 30, 2005 |
|
||
Numerator |
|
|
|
|
|
||
Net income |
|
|
160.0 |
|
|
145.0 |
|
|
|
|
|
|
|
||
Denominator |
|
|
|
|
|
||
Basic |
|
240.7 |
|
238.3 |
|
||
Dilutive effect of stock options |
|
0.7 |
|
1.8 |
|
||
Diluted |
|
241.4 |
|
240.1 |
|
||
9. STOCK-BASED COMPENSATION
The Company operates a stock-based compensation plan, under which certain key employees are granted awards of stock options, based on an employees performance and level of responsibility. Options are granted at an exercise price of the average mid-price of the Companys shares at close of trading on the Athens Exchange over the last ten working days before the date of the grant. Options vest in one-third increments each year for three years and can be exercised for up to ten years from the date of award.
Stock options are approved by the Board of Directors upon the recommendation of the Human Resources Committee after reviewing management advice and based on a view of competitive market conditions for employee remuneration and employees performance.
At the Annual General Meeting in June 2005, shareholders approved the adoption of a multi-year plan to grant stock options to senior managers for up to a maximum of 4,950,000 shares, subject to approval of the Board of Directors. Under this authorization, the Board of Directors approved in December 2005 the grant of stock options for 794,000 shares. In March 2006, a grant of stock options for 50,000 shares was approved. In June 2006, a new grant of stock options for 30,000 shares was also approved.
Prior to January 1, 2006, the Company accounted for the plans under the measurement and recognition of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, as permitted by Statement No. 123. Stock based compensation was included as a pro forma disclosure in the financial statement notes.
Effective January 1, 2006, the Company adopted the fair value recognition provisions of Statement 123 (R), using the modified-prospective transition method. Under this transition method, stock option compensation cost in 2006 includes the portion vesting in the period for (1) all share-based payments granted prior to, but
17
not vested as of January 1, 2006, and (2) all share-based payments granted subsequently to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of Statement No. 123 (R). Compensation expense recorded for the nine and three months period ended September 29, 2006 was 2.9 million and 1.1 million, respectively. Results for the prior period have not been restated.
The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Statement No. 123 to options granted under the Companys stock options plans in the nine months ended September 30, 2005.
|
Pro forma |
|
||
|
|
September 30, 2005 |
|
|
|
|
|
|
|
Net income |
|
|
296.8 |
|
Add: Stock option employee compensation expense included in net income, net of applicable income tax |
|
0.1 |
|
|
Deduct: Total stock option employee compensation expense determined under fair value based method for all awards, net of applicable income tax |
|
(2.7 |
) |
|
|
|
|
|
|
Pro forma net income |
|
|
294.2 |
|
|
|
|
|
|
Earnings per share (euro): |
|
|
|
|
Basic - reported |
|
1.25 |
|
|
Basic - pro forma |
|
1.23 |
|
|
|
|
|
|
|
Diluted - reported |
|
1.24 |
|
|
Diluted - pro forma |
|
1.23 |
|
The fair values of options granted in 2006, 2005 and 2004 were estimated using the binomial option-pricing model. We believe this model more accurately reflects the value of the options compared to the Black-Scholes option-pricing model. Previous years grants continue to be valued using the Black-Scholes model. Because the Companys employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion, the Black-Scholes model did not necessarily provide a reliable single measure of the fair value of the Companys employee stock options. The fair value of the most recent stock options granted (June 23, 2006) was calculated on the date of grant with the following assumptions (weighted average):
Weighted average fair value of options granted |
|
|
5.21 |
|
Risk free interest rate |
|
4.59 |
% |
|
Expected volatility |
|
22.92 |
% |
|
Expected dividend yield |
|
1.31 |
% |
No stock options were granted in the three month period ended September 29, 2006.
Expected stock price volatility is based on the historical volatility of the Companys stock, and the expected dividend yield is based on the Companys most recent annual dividend payout. The risk free interest rate is based on the average Eurobond rate for the option period. The calculation also takes into account the Companys experience of early exercise. The calculated expected life of options granted is 3.95 years.
18
A summary of stock option activity under all plans is as follows:
|
Number |
|
Weighted |
|
Weighted |
|
Aggregate |
|
|
Outstanding at January 1, 2006 |
|
3,847,059 |
|
18.19 |
|
|
|
|
|
Granted |
|
80,000 |
|
24.16 |
|
|
|
|
|
Forfeited |
|
(103,761 |
) |
19.47 |
|
|
|
|
|
Outstanding at September 29, 2006 |
|
3,823,298 |
|
18.28 |
|
6.13 |
|
69.9 |
|
Exercisable at September 29, 2006 |
|
2,331,513 |
|
16.26 |
|
3.95 |
|
32.0 |
|
The total estimated compensation cost related to non-vested awards not yet recognized is 2.9 million. We expect to recognize this compensation expense over the weighted average period of 0.88 years. The Company has a policy of issuing new shares upon stock option exercise.
10. STOCK APPRECIATION RIGHTS
The Company operates a stock-based compensation plan, under which certain key employees are granted stock appreciation rights (SARs), based on an employees performance and level of responsibility. The terms of the SARs are based upon the basic terms and conditions of stock option grants except that instead of shares, the holders receive a payment equal to the positive difference between the market price of the Companys shares at the date of exercise and the exercise price. SARs vest in one-third increments each year for three years and can be exercised for up to ten years from the date of award.
Stock appreciation rights are approved by the Board of Directors upon the recommendation of the Human Resources Committee after reviewing management advice and based on a view of competitive market conditions for employee remuneration and employees performance.
Prior to January 1, 2006, the Company measured the liability incurred under SARs at intrinsic value.
Effective January 1, 2006, the Company adopted the fair value recognition provisions of Statement 123 (R), using the modified-prospective transition method. Under this transition method, we recognized the effect of initially measuring the liability at its fair value, net of any related tax effect, as the cumulative effect of a change in accounting principle amounting to 0.8 million. The liability will be remeasured at fair value at each reporting period and is recorded in Accrued expenses. In the nine and three month period ended September 29, 2006, we recognized a compensation expense of 0.4 million and 1.0 million, respectively.
The option pricing model used was the binomial model. Expected stock price volatility is based on the historical volatility of the Companys stock and the expected dividend yield is based on the Companys most recent annual dividend payout. The risk free interest rate is based on the average Eurobond rate for the option period. The calculation also takes into account the early exercise experience.
19
A summary of SARs activity under all plans is as follows:
|
Number |
|
Weighted |
|
Weighted |
|
Aggregate |
|
|
Outstanding at January 1, 2006 |
|
531,482 |
|
18.37 |
|
|
|
|
|
Exercised |
|
(136,290 |
) |
16.48 |
|
|
|
|
|
Forfeited |
|
(27,071 |
) |
21.52 |
|
|
|
|
|
Outstanding at September 29, 2006 |
|
368,121 |
|
18.84 |
|
3.73 |
|
3.1 |
|
Exercisable at September 29, 2006 |
|
343,786 |
|
18.82 |
|
3.14 |
|
2.7 |
|
As of September 29, 2006, there was 0.05 million of total unrecognized compensation cost related to SARs, which is expected to be recognized over a weighted average period of 0.75 years.
11. RESTRUCTURING
During the first nine months of 2006, the Company recorded restructuring charges of 57.3 million before tax, comprising cash restructuring charges of 39.5 million, accelerated depreciation of 5.1 million and impairment charges of 12.7 million. The restructuring charges primarily relate to initiatives in Greece, Nigeria, Ireland, Croatia and Bulgaria. Specifically, on February 24, 2006, the production in the Athens plant ceased. In addition, on March 10, 2006, the Greek warehouses of Messologi, Corfu and Rhodes were closed. These initiatives are expected to support the growth of the Greek business as well as yield significant operating efficiency benefits in future years. Of the total restructuring charges for 2006 (cash and non-cash) relating to our initiatives in Greece, 11.2 million was recorded in cost of goods sold and 5.3 million in selling, delivery and administrative expenses. In Nigeria, restructuring charges in the first nine months of 2006 amounted to 8.7 million (cash and non-cash). Production that was carried out at the Onitsha and Makurdi plants has been transferred to other production sites within Nigeria and, as a result, 1,350 employees were made redundant. In addition, our Nigerian operation is investing in a new production facility in Abuja, to further consolidate its leadership position and enhance its long term competitiveness and growth. Of the total restructuring charges for 2006 (cash and non-cash) relating to our initiatives in Nigeria, 3.6 million was recorded in cost of goods sold and 5.1 million in selling, delivery and administrative expenses. In Ireland, the project to develop a single all-island production facility is proceeding well. During the first nine months of 2006, we recorded 15.1 million of restructuring charges and 5.1 million of accelerated depreciation, mainly reflected in cost of goods sold. We expect to incur further cash charges of approximately 10.0 million. In Croatia, 3.4 million of cash charges have been recorded in 2006 in selling, delivery and administrative expenses in connection with the rationalization of the delivery function by outsourcing to third party contractors. In Bulgaria, 1.9 million (cash and non-cash) was recorded for transferring the production volume from the Plovdiv plant to Kostinbrod, our largest plant where we will invest in a new combined juice and CSD line. These charges were mainly reflected in cost of goods sold.
A further 6.6 million of restructuring charges were incurred in relation to other restructuring activities, of which 4.2 million were recorded in established countries, 1.7 million in developing countries and 0.7 million in emerging countries. Of the total restructuring charges discussed above, 3.3 million were recorded in selling, delivery and administrative expenses and 3.3 million in cost of goods sold.
20
The table below summarizes accrued restructuring costs included within accrued expenses and amounts charged against the accrual (in millions):
|
As at |
|
|||||
|
|
September 29, 2006 |
|
December 31, 2005 |
|
||
|
|
|
|
|
|
||
As at beginning of the period |
|
|
9.0 |
|
|
7.1 |
|
Arising during the year |
|
39.5 |
|
10.1 |
|
||
Utilized during the year |
|
(27.6 |
) |
(8.2 |
) |
||
As at end of period |
|
|
20.9 |
|
|
9.0 |
|
12. ASSETS HELD FOR SALE
It is the Companys intention to dispose of certain land and buildings as part of the restructuring plan in Greece and Ireland (see note 11). As at September 29, 2006, the net book value of these assets was 1.8 million and 0.2 million, respectively. The proceeds from the sale of assets classified as held for sale, net of disposal costs, is expected to exceed their carrying value. These assets are recorded in Other current assets.
13. CONTINGENCIES
The Greek Competition Authority issued a decision on January 25, 2002, imposing a fine on the Group of approximately 2.9 million for certain discount and rebate practices and required changes to its commercial practices with respect to placing coolers in certain locations and lending them free of charge. On June 16, 2004, the fine was reduced on appeal to 1.8 million. On June 29, 2005, the Greek Competition Authority requested that the Group provide information on its commercial practices as a result of a complaint by certain third parties regarding the Groups level of compliance with the decision of January 25, 2002. On October 7, 2005, the Group was served with notice to appear before the Greek Competition Authority. On June 14, 2006, the Greek Competition Authority issued a decision imposing a daily penalty of 5,869 for each day the Group failed to comply with the decision of January 25, 2002. The Greek Competition Authority imposed this penalty for the period from February 1, 2002 to February 16, 2006, resulting in a total of 8.7 million. The Group believes that it has substantial legal and factual defenses to the Authoritys decision and has appealed it to the competent Greek courts. On August 31, 2006, the Company deposited an amount of 8.9 million, reflecting the amount of the fine and applicable tax, with the Greek authorities. This deposit was a prerequisite to filing an appeal pursuant to Greek law. As a result of this deposit, we have increased the charge to our financial statements in connection with this case to 8.9 million.
In relation to the Greek Competition Authoritys decision of January 25, 2002, one of our competitors has filed a lawsuit claiming damages in an amount of 7.7 million. At present, it is not possible to predict the outcome of this lawsuit or quantify the likelihood or materiality of any potential liability arising from it. The Company has not provided for any losses related to this case.
The Companys Bulgarian subsidiaries are participating in two waste recovery organizations in order to discharge their obligations under the Bulgarian Waste Management Act. On March 10, 2006, the Minister of Environment and Waters of Bulgaria issued an Ordinance stating that these organizations had not sufficiently proven their compliance with the Bulgarian Waste Management Act and consequently that all participants in these organizations should pay waste recovery fees. If the Companys subsidiaries were to become liable to pay full waste recovery fees for 2005, the amount payable would be approximately 4.2 million. The decision has been appealed to the Bulgarian Supreme Administrative Court. At present, it is not possible to predict the outcome of this matter or to quantify the likelihood of any potential liability arising from it. The Company has not provided for any losses related to the above matter.
In recent years, customs authorities in some Central and East European countries have attempted to challenge the classification under which the Company imports concentrate into these countries to produce our products. Local authorities have argued that a classification with higher custom duties than the current
21
classification should apply. In the past, such issues were successfully resolved in most of these countries. The Company still has similar issues outstanding before the Romanian Custom Authorities. At this time, it is not possible to quantify the risk of a negative outcome in these cases.
The Company is also involved in various other legal proceedings. We believe that any liability to the Group that may arise as a result of these pending legal proceedings will not have a material adverse effect on the financial condition of the Company taken as a whole.
Our tax filings are routinely subjected to audit by tax authorities in most of the jurisdictions in which we conduct business. These audits may result in assessments of additional taxes. We provide additional tax in relation to the outcome of such tax assessments, to the extent that a liability is probable and estimable.
14. NET DEBT
Net debt consists of the following (in millions):
|
As at |
|
|||||
|
|
September 29, 2006 |
|
December 31, 2005 |
|
||
|
|
|
|
|
|
||
Long-term borrowings (including leases) |
|
|
1,637.1 |
|
|
1,328.7 |
|
Short-term borrowings (including leases) |
|
337.8 |
|
573.7 |
|
||
Cash and cash equivalents |
|
(343.0 |
) |
(168.5 |
) |
||
Net debt |
|
|
1,631.9 |
|
|
1,733.9 |
|
On March 24, 2006, Coca-Cola HBC Finance plc issued 350.0 million of Floating Rate Notes due March 24, 2009. The notes were guaranteed by Coca-Cola Hellenic Bottling Company S.A. and Coca-Cola HBC Finance B.V., and were issued under the Companys 2.0 billion Euro Medium Term Note Programme. The notes were primarily issued in order to fund the acquisition of Lanitis Bros (as discussed in Note 5) and the repayment of the remaining 233.0 million of the outstanding debt under our 625.0 million 5.25% Eurobond that matured on June 27, 2006. The increase in long-term borrowings from December 31, 2005 was a result of this issuance net of prepaid interest and foreign exchange movements. The decrease in short-term borrowings from December 31, 2005 was mainly a result of the Eurobond repayment.
15. PENSIONS
Components of net periodic benefit cost consist of the following (in millions):
|
Nine Months Ended |
|
|||||
|
|
September 29, 2006 |
|
September 30, 2005 |
|
||
|
|
|
|
|
|
||
Service cost |
|
|
14.7 |
|
|
13.7 |
|
Interest cost |
|
12.0 |
|
12.5 |
|
||
Expected return on plan assets |
|
(7.3 |
) |
(6.7 |
) |
||
Amortization of transition obligations |
|
0.6 |
|
0.6 |
|
||
Recognized net actuarial obligation loss |
|
1.3 |
|
1.6 |
|
||
Amortization of unrecognized past service costs/(benefits) |
|
0.1 |
|
(0.1 |
) |
||
Curtailment/settlement and terminations |
|
5.0 |
|
1.3 |
|
||
|
|
|
26.4 |
|
|
22.9 |
|
22
|
Three Months Ended |
|
|||||
|
|
September 29, 2006 |
|
September 30, 2005 |
|
||
|
|
|
|
|
|
||
Service cost |
|
|
4.9 |
|
|
4.6 |
|
Interest cost |
|
3.9 |
|
4.3 |
|
||
Expected return on plan assets |
|
(2.4 |
) |
(2.2 |
) |
||
Amortization of transition obligations |
|
0.2 |
|
0.2 |
|
||
Recognized net actuarial obligation loss |
|
0.4 |
|
0.5 |
|
||
Amortization of unrecognized past service costs/(benefits) |
|
0.1 |
|
(0.1 |
) |
||
Curtailment/settlement and terminations |
|
(0.8 |
) |
0.4 |
|
||
|
|
|
6.3 |
|
|
7.7 |
|
The Company disclosed in its financial statements for the year ended December 31, 2005 that it expects to contribute 8.8 million to its pension plans during 2006. As at September 29, 2006, the Company has made contributions of 7.4 million to these plans.
23
COCA-COLA HELLENIC BOTTLING COMPANY S.A.
Summary of Significant Differences between US GAAP and
International Financial Reporting Standards (IFRS) unaudited
The tables below illustrate those differences that have a significant effect on our operating profit and net income in the reported periods:
Reconciliation of operating profit
|
|
Nine Months ended |
|
||
|
|
September 29, 2006 |
|
September 30, 2005 |
|
|
|
million |
|
million |
|
|
|
|
|
|
|
Operating profit under US GAAP |
|
436.2 |
|
425.2 |
|
|
|
|
|
|
|
Recognition of previously unrecognized pre-acquisition tax losses (1) |
|
(7.8 |
) |
(23.3 |
) |
Treatment of joint ventures (2) |
|
26.9 |
|
17.7 |
|
Restructuring charges (3) |
|
15.9 |
|
1.5 |
|
Other |
|
(2.1 |
) |
(0.5 |
) |
Operating profit under IFRS |
|
469.1 |
|
420.6 |
|
Reconciliation of net income
|
|
Nine Months ended |
|
||
|
|
September 29, 2006 |
|
September 30, 2005 |
|
|
|
million |
|
million |
|
|
|
|
|
|
|
Net income under US GAAP |
|
336.8 |
|
296.8 |
|
|
|
|
|
|
|
Deferred tax (4) |
|
(13.1 |
) |
4.4 |
|
Restructuring charges (3) |
|
16.7 |
|
0.8 |
|
Other |
|
0.1 |
|
(1.5 |
) |
Net income under IFRS |
|
340.5 |
|
300.5 |
|
In summary, the significant differences are as follows:
(1) In accordance with IAS 12R, Income Taxes, when deferred tax assets on losses have not been recognized at acquisition date and are subsequently recognized, both deferred tax assets and goodwill are adjusted with corresponding entries to operating expense and taxation in the income statement. Such a treatment does not occur for US GAAP.
(2) The Companys interests in jointly controlled entities, Brewinvest S.A., the Multon group and from 2006, Fresh & Co., are accounted for under the equity method of accounting for US GAAP and under the proportional consolidation method of accounting for IFRS.
(3) In accordance with FASB Statement No. 146, Exit or Disposal Activities, the liability for the costs of restructuring are recognized and measured at fair value when the liability is incurred, rather than the date at which the exit plan is committed to. In particular, where employees are required to serve beyond the minimum retention period in order to receive one-time termination benefits such as severance pay, the costs of the one-time termination benefits are recognized at fair value over the term of the retention period. Under IFRS, such costs are recognized on the date at which the exit plan is committed to. In addition, if it is not possible for the employee to determine the type and amount of benefits they will receive from involuntary termination (for example, when the negotiation of severance benefits has not been conducted with the appropriate employee groups such as work councils or trade unions), then provision for any such amounts should not be recorded under US GAAP.
(4) The US GAAP treatment of deferred tax is different in a number of respects from IFRS. In addition, other differences in accounting treatment can have an implication on tax. For example, under US GAAP a significantly larger balance is recorded as franchise rights than under IFRS. As deferred tax is applied to this franchise rights balance, enacted tax rate changes can have a material effect on deferred tax balances under US GAAP that is not reflected under IFRS.
A full discussion of the differences can be found in the Companys Annual Report for the year ended December 31, 2005.
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.
|
Coca-Cola Hellenic Bottling Company S.A. |
||
|
|
||
|
|
||
|
By: |
/s/ Jan Gustavsson |
|
|
Name: Jan Gustavsson |
||
|
Title: General Counsel & Company Secretary |
||
|
|
||
|
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Date: November 15, 2006 |
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