EXHIBIT99.1
Published on April 7, 2005
[Constellation
LOGO]
NEWS
RELEASE
CONTACTS:
Media Relations | Investor Relations |
Mike Martin - 585-218-3669 | Lisa Schnorr - 585-218-3677 |
Kevin Harwood - 585-218-3666 | Bob Czudak - 585-218-3668 |
Constellation
Brands Net Sales, Net
Income Set
Records in Fiscal 2005
ANNUAL
HIGHLIGHTS
|
|
|
Net sales top $4 billion, up 15% over prior year |
|
Reported net income up 25% to $276 million |
|
Reported diluted EPS up 15% from prior year to $2.37 |
|
Comparable basis net income up 18% to $314 million |
|
Comparable basis diluted EPS up 8% to $2.70 |
|
Net
sales for wines segment up 19% with Robert Mondavi and 15% on
a
pro
forma basis
|
|
Net sales for beers up 7% |
|
Net sales for spirits up 10% |
|
Company
updates fiscal year 2006 guidance, provides first
quarter
fiscal
2006 guidance
|
|
Robert Mondavi integration on schedule |
|
Board of directors approves 2-for-1 stock split |
FAIRPORT,
N.Y., April 7, 2005 - Constellation Brands, Inc. (NYSE: STZ, ASX: CBR),
a leading international producer and marketer of beverage alcohol, today
reported record net sales and net income for its fiscal year ended Feb. 28,
2005. For the first time in the company’s 60-year history, reported annual net
sales topped $4 billion, up 15 percent versus the prior year. The company also
announced a two-for-one stock split of both its class A and class B shares, to
be distributed on or about May 13, 2005, to stockholders of record on April 29,
2005.
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“We had a monumental
year in which we continued to gain momentum and generate true growth, which is
growth that produces incremental returns above our cost of capital,” stated
Richard Sands, Constellation Brands chairman and chief executive officer. “Our
worldwide team created true growth across our businesses by its adept management
of our existing brands, introduction of new products and integration of the key
acquisition of Robert Mondavi, as well as the addition of the Ruffino and Effen
Vodka brands. Pursuing and capturing true growth is ingrained in our corporate
culture and values.”
Fiscal Year Results
Net sales, as reported
under generally accepted accounting principles (“reported”), for fiscal 2005
totaled $4.09 billion, up 15 percent, driven by growth in the company’s branded
wine, U.K. wholesale and beer businesses, and from the Dec. 22, 2004,
acquisition of The Robert Mondavi Corporation (“Robert Mondavi”). Currency
contributed four percent of the increase. Both reported net income of $276.5
million and diluted earnings per share of $2.37 set records, and were up 25
percent and 15 percent, respectively, over the prior year.
Fiscal 2005 and fiscal
2004 reported results include acquisition-related integration costs,
restructuring and related charges and net unusual costs which totaled $37.6
million after tax or $0.33 per share for fiscal 2005, and $46.1 million after
tax or $0.43 per share for fiscal 2004. Excluding these items, net income and
diluted earnings per share on a comparable basis increased 18 percent to $314.1
million and eight percent to $2.70, respectively, for fiscal 2005.
For the year, pro
forma net sales on a comparable basis increased 13 percent including four
percent from currency. The comparable pro forma net sales increase included $31
million of sales from Hardy Wine Company Limited (“Hardy”) for March 2003, as
well as $43 million from Robert Mondavi for January and February 2004, and
excluded $9.2 million of relief from certain excise tax, duty and other costs
incurred in prior year periods, which were recorded in the fourth quarter of
fiscal 2004.
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“Because we are committed to an entrepreneurial business model that
fosters decision making close to our customers and markets, we enjoy the best of
a disciplined approach to business and the creativity and vision required to
continue growing the net sales of our existing business at six to eight percent
annually. Combining this with value added acquisitions, our goal is to achieve
15 percent net sales growth annually to meet our stated objective of doubling
the size of the company every five years,” explained Sands. “Having the right
products across the wines, beers and spirits categories, combined with real
insight into what consumers want, gives us superlative tools to grow our
business and create greater shareholder value over time.”
Constellation Wines Results
For fiscal 2005, Constellation wines net sales totaled $2.85 billion,
up 19 percent, driven by growth in the branded wine and U.K. wholesale
businesses, the acquisition of Robert Mondavi and a six percent favorable impact
from currency. Pro forma Constellation wines net sales for the year, which
include $31 million of sales from Hardy for March 2003 and $43 million from
Robert Mondavi for January and February 2004, increased 15 percent, including
seven percent from currency.
Branded wine net sales increased 18 percent to reach $1.83 billion,
driven by the acquisition of Robert Mondavi, volume growth, and a four percent
benefit from currency. Pro forma branded wine net sales for the year increased
13 percent, including four percent from currency.
Net sales of branded wine in the U.S. increased 14 percent, driven by
$84 million of net sales from brands acquired in the Robert Mondavi acquisition,
as well as from volume gains by Ravenswood, Alice White, Blackstone, Hardys,
Simi, Franciscan Oakville Estate, Estancia, Nobilo, Covey Run and La
Terre.
Net sales of branded
wine in the U.S. increased in part by distribution gains on focus brands given
incremental marketing support such as Hardys, Ravenswood, Alice White and
Blackstone. According to Information Resources
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Inc. (IRI) data for the 52 weeks ending Feb 20, 2005, the company’s
focus brands increased all commodity volume (ACV) distribution throughout the
year by 12 percent or more, with corresponding volume increases of 72 percent
for Hardys, 55 percent for Ravenswood, 49 percent for Alice White and 27 percent
for Blackstone.
“The investments we
made in focus brands during fiscal 2005 contributed significantly to our overall
true growth for the year,” said Sands. “Our disciplined approach to marketing
support for strategic brands helps us to maximize the return for each dollar we
invest in a brand. This is a disciplined approach we will continue to take when
allocating marketing funds in the future. It makes business sense, and results
in true growth for our portfolio.”
Net sales of branded
wine in the U.S. also benefited from the company’s fine wine portfolio growth
and new products introduced throughout the year, such as Turner Road, Monkey
Bay, Kelly’s Revenge, Lorikeet and Twin Fin, as well as others.
Branded wine net sales
in Europe grew 24 percent, including a 12 percent benefit from currency, with
volume gains from Hardys Voyage, Hardys VR, Banrock Station, Nobilo and
Stowells, as well as from Paul Masson, Echo Falls and other California wines in
the company’s portfolio. Demand for California and Australian wines continues to
increase in Europe and Constellation Brands continues to benefit from this
consumer trend. Branded wine net sales in Australasia were up 28 percent,
benefiting from one additional month of sales from Hardy in fiscal 2005 and nine
percent from currency.
Wholesale and other
net sales were up 21 percent for the year, including an 11 percent benefit from
currency.
Constellation wines
operating income for the year totaled $406.6 million for fiscal 2005, a 17
percent increase over fiscal 2004. For the year, the segment’s operating margins
decreased slightly due, in part, to the investment in focus brands and
mix.
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Constellation Beers and Spirits Results
Annual net sales for beers and spirits reached $1.24 billion, an
eight percent increase over the prior year. Beer posted a seven percent increase
in net sales for the year with the majority of the gain coming from a price
increase in the Mexican portfolio, as well as slight volume gains in St. Pauli
Girl and Tsingtao.
“Our Mexican beer portfolio has maintained market share despite the
price increase initiated last year. We believe that the Modelo portfolio has
maintained its inherent momentum with the consumer and will continue to grow and
gain share,” stated Sands. “Our beer business performed in line with
expectations following the price increase and we’re optimistic about the future
growth potential and strength of our imported beer portfolio.”
Branded spirits net sales for 2005 grew five percent, while
production services grew 58 percent, resulting in total spirits growth of 10
percent. Black Velvet Canadian Whisky, the 99 line, Barton Vodka and the di
Amore line were among the brands that contributed to solid branded spirits
sales.
“Our spirits business has been buoyed by a general movement back to
spirits and mixed drinks,” explained Sands. “We continue to innovate and move
our overall portfolio toward higher margin premium products such as the 99
family, Ridgemont Reserve 1792 and Effen Vodka brands from our new joint
venture.” Operating income for Constellation beers and spirits totaled $276.1
million, an increase of nine percent over the prior year, while operating
margins increased slightly.
Robert Mondavi, Ruffino and Effen Contribute
“Our acquisition of Robert Mondavi is already generating true growth
by exceeding our expectations,” said Sands. “We’re seeing encouraging interest
in the brand throughout Europe, where the Robert Mondavi portfolio will be part
of Constellation Europe’s fine wine business. We’re also seeing renewed
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momentum in the U.S., although we only owned the portfolio for a
portion of the fourth quarter.”
Regarding
Constellation’s 40 percent ownership of Ruffino, which was acquired in early
Dec. 2004, IRI data indicates the portfolio experienced healthy growth in the
U.S., up three times the Italian wine category during the last 12 months. The
trend is encouraging for Constellation, which gained U.S. distribution rights
for the brand on Feb. 1, 2005.
“We’re also pleased by
the initial contributions made by Effen Vodka since Constellation completed its
investment in late December 2004,” said Sands.
Fourth Quarter Results
Reported net sales for
the fourth quarter of fiscal 2005 totaled $1.04 billion, an 18 percent increase
versus the prior year quarter. Reported net income and diluted earnings per
share totaled $47.6 million and $0.40 per share, a decrease of 24 percent and 27
percent, respectively, from the prior year. Fourth quarter results include
acquisition-related integration costs, restructuring and related charges and net
unusual costs or gains. Net income and diluted earnings per share on a
comparable basis, which exclude net costs of $25.5 million after tax, or $0.22
per share for the fourth quarter of fiscal 2005, and a net gain of $1.0 million,
or $0.01 per share for the fourth quarter of fiscal 2004, increased 18 percent
to $73.2 million and 15 percent to $0.62 per share, respectively, for the fourth
quarter of fiscal 2005.
Pro forma net sales on
a comparable basis for the fourth quarter increased 13 percent, including two
percent from currency. The comparable pro forma net sales included $43 million
of sales from Robert Mondavi for January and February 2004, and excluded $9.2
million of relief from certain excise tax, duty and other costs incurred in
prior year periods.
Quarterly Constellation Wines Results
For the fourth quarter of fiscal 2005, Constellation wines net sales
totaled $794.7 million, up 26 percent driven by the acquisition of Robert
Mondavi, growth
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in branded wine, and a three percent favorable impact from currency.
Pro forma Constellation wines net sales for the quarter, which include $43
million of sales from Robert Mondavi for January and February 2004, increased 18
percent, including three percent from currency.
Branded wine net sales increased 38 percent to reach $543.8 million,
driven by the acquisition of Robert Mondavi, volume growth and a two percent
benefit from currency. Pro forma branded wine net sales for the quarter
increased 25 percent, including two percent from currency.
Net sales of branded
wine in the U.S. increased 46 percent including $84 million of sales from the
Robert Mondavi portfolio. Branded wine net sales in Europe grew 16 percent in
the quarter, including a seven percent impact from currency. Australasia branded
wine net sales were up 41 percent in the quarter, including a three percent
benefit from currency.
Wholesale and other
sales increased seven percent in the fourth quarter, including a six percent
currency benefit.
Operating income for
the wines segment totaled $123.5 million, a 37 percent increase over the fourth
quarter of fiscal 2004.
Quarterly Constellation Beers and Spirits
Results
Net sales for beers
and spirits totaled $243 million in the fourth quarter and was essentially even
with the prior year period. Beer net sales decreased four percent in the fourth
quarter. Shipments and depletions were down in the fourth quarter due to the
challenge of overcoming the buy-in by distributors and sell-through from
promotional activities at retail preceding the price increase last year for the
Mexican imported beer portfolio, which was anticipated and previously
communicated. Based on IRI data for the 13-week period
ending Feb. 20, 2005, Constellation’s total beer portfolio in food stores, in
its territories, was up 4.5 percent in volume and maintained market share versus
a year ago.
For the quarter,
spirits net sales grew 11 percent, reflecting an increase in branded spirits net
sales of six percent and 49 percent for production services.
Operating income for
beers and spirits totaled $53.1 million, an increase of
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six percent over the prior year period.
Summary
“Our balanced
portfolio approach, combined with geographic diversity, helped us to generate
consistent growth performance throughout the year,” explained Sands. “When
branded wine was a little below trend, beer performed well during the first half
of the year, and conversely, branded wine performed well in the back half of the
year when beer faced difficult comparisons. Spirits, wholesale and production
services consistently exceeded expectations. Our portfolio growth, combined with
new product introductions and strategic acquisitions, give us the momentum to
continue on the growth course we’ve set for ourselves moving forward, which we
are confident will generate incremental true growth and shareholder value in the
future.”
Stock Split Details
Constellation’s board
of directors has approved a two-for-one stock split of both the company’s class
A common stock and class B common stock, to be distributed in the form of a
stock dividend on, or about, May 13, 2005, to stockholders of record on April
29, 2005. Pursuant to the terms of the stock dividend, each holder of class A
common stock will receive one additional share of class A stock for each share
of class A stock held, and each holder of class B common stock will receive one
additional share of class B stock for each share of class B stock held. The
financial statements included in this news release do not reflect the effect of
these stock splits. “Based on the recent performance of our stock, the board
felt it was the appropriate time to authorize these stock splits,” said
Sands.
About Constellation
Constellation Brands, Inc. is a leading international producer and
marketer of beverage alcohol brands with a broad portfolio across the wine,
spirits and imported beer categories. Well-known brands in Constellation’s
portfolio include: Corona Extra, Corona Light, Pacifico, Modelo Especial, Negra
Modelo, St. Pauli
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Girl, Tsingtao, Black Velvet, Fleischmann’s, Mr. Boston, Paul Masson
Grande Amber Brandy, Chi-Chi’s, 99 Schnapps, Ridgemont Reserve 1792, Effen
Vodka, Stowells, Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert
Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi Private Selection,
Blackstone, Ravenswood, Estancia, Franciscan Oakville Estate, Simi and brands
from Robert Mondavi Winery. For additional information about Constellation
Brands, as well as its product portfolio, visit the company’s Web site at
www.cbrands.com.
Quarterly Conference Call
A conference call to
discuss fiscal 2005 results and outlook will be hosted by Chairman and Chief
Executive Officer Richard Sands and Executive Vice President and Chief Financial
Officer Tom Summer on Thursday, April 7, 2005 at 5:00 p.m. (Eastern). The
conference call can be accessed by dialing +412-858-4600 beginning 10 minutes
prior to the start of the call. A live listen-only web cast of the conference
call, together with a copy of this press release (including the attachments) and
other financial information that may be discussed in the call are available on
the Internet at Constellation’s web site: www.cbrands.com under
“Investors.”
Explanations
Net income and diluted earnings per share on a comparable basis
exclude acquisition-related integration costs, restructuring and related charges
and net unusual costs or gains. Pro forma net sales give effect to the Robert
Mondavi and Hardy acquisitions as if the company had owned them in the same
periods a year ago. The company discusses results on a comparable basis, and pro
forma basis, in order to give investors better insight on underlying business
trends from continuing operations. Management uses these measures in evaluating
results from continuing operations.
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Tables reconciling these measures, as well as other related financial
measures to reported results are included in this release. For a detailed
discussion of these items, please see the section “Items Affecting
Comparability” following the financial statements. The company’s measure of
segment profitability excludes acquisition-related integration costs,
restructuring and related charges and net unusual costs or gains, which is
consistent with the measure used by management to evaluate results.
Outlook
The table below sets
forth management’s current diluted earnings per share expectations both on a
reported basis and a comparable basis for the first quarter ending May 31, 2005,
and fiscal year ending Feb. 28, 2006. This is compared to actual diluted
earnings per share both on a reported basis and a comparable basis for the first
quarter ended May 31, 2004, and fiscal year ended Feb. 28, 2005.
With respect to the
table, the reported basis and comparable basis estimates are subject to final
purchase accounting adjustments related to the Robert Mondavi acquisition and
the investment in Ruffino. The reported basis and comparable basis estimates do
not take into account the impact of the two-for-one stock splits and they
exclude the impact of Statement of Financial Accounting Standards No. 123
(revised 2004) (“SFAS No. 123(R)”) “Share-Based Payment,” which the company is
required to adopt during fiscal year 2006. With respect to SFAS No. 123(R), the
expense will be a function of several factors including the company’s date of
adoption, the number of historical and new option grants, and the valuation
methodology employed. Reconciliations of reported information to comparable
information are included in this media release.
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Constellation
Brands First Quarter and Fiscal Year 2006
Diluted
Earnings Per Share Outlook
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Reported
Basis
|
Comparable
Basis
|
|||
FY06
Estimate
|
FY05
Actual
|
FY06
Estimate
|
FY05
Actual
|
|
First
Quarter Ending May 31
|
$0.45 -
$0.49
|
$0.45
|
$0.56 -
$0.60
|
$0.52
|
Fiscal
Year Ending February 28
|
$2.75 -
$2.87
|
$2.37
|
$3.09 -
$3.21
|
$2.70
|
FORWARD-LOOKING
STATEMENTS
The
statements made under the heading Outlook (collectively, the “Outlook”), as well
as all other statements set forth in this press release which are not historical
facts, are forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially from those set forth in or
implied by the forward-looking statements.
During
the quarter, Constellation may reiterate the estimates set forth above under the
heading Outlook. Prior to the start of the company’s quiet period, beginning May
17, 2005, the public can continue to rely on the Outlook as still being
Constellation’s current expectations on the matters covered, unless
Constellation publishes a notice stating otherwise.
Beginning
May 17, 2005, Constellation will observe a “quiet period” during which the
Outlook no longer constitutes the company’s current expectations. During the
quiet period, the Outlook should be considered to be historical, speaking as of
prior to the quiet period only, and not subject to update by the
company.
The
company’s forward-looking statements are based on management’s current
expectations and, unless otherwise noted, do not take into account the impact of
any future acquisition, merger or any other business combination, divestiture or
financing that may be completed after the date of this release.
Also,
the reported basis and comparable basis estimates in the fiscal 2006 table
under
the heading Outlook do not take into account the impact of the two-for-one stock
splits and they exclude the impact of Statement of Financial Accounting
Standards No. 123 (revised 2004)(“SFAS No. 123(R)”) “Share-Based Payment,” which
the company is required to adopt during fiscal year 2006. Any projections of
future results of operations, and in particular, (i) the company’s estimated
diluted earnings per share on a reported basis for first quarter 2006 and fiscal
2006, (ii) the company’s estimated diluted earnings per share on a comparable
basis for first quarter 2006 and fiscal 2006, should not be construed in any
manner as a guarantee that such results will in fact occur. In addition to the
risks
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and
uncertainties of ordinary business operations, the forward-looking statements of
the company contained in this press release are also subject to the following
risks and uncertainties: the successful integration of the Robert Mondavi
business into that of the company; final management determinations and
independent appraisals vary materially from current management estimates of (i)
the fair value of assets acquired and liabilities assumed in the Robert Mondavi
acquisition and (ii) the fair value of assets and liabilities of Ruffino; the
company achieving certain sales projections and meeting certain cost targets;
wholesalers and retailers may give higher priority to products of the company’s
competitors; raw material supply, production or shipment difficulties could
adversely affect the company’s ability to supply its customers; increased
competitive
activities in the form of pricing, advertising and promotions could adversely
impact consumer demand for the company’s products and/or result in higher than
expected selling, general and administrative expenses; a general decline in
alcohol consumption; increases in excise and other taxes on beverage alcohol
products; and changes in interest rates and foreign currency exchange rates. For
additional information about risks and uncertainties that could adversely affect
the company’s forward-looking statements, please refer to the company’s filings
with the Securities and Exchange Commission, including its Annual Report on Form
10-K for the fiscal year ended Feb. 29, 2004.
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CONSTELLATION
BRANDS, INC. AND SUBSIDIARIES
|
|||||||
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|||||||
(in
thousands)
|
|||||||
February 28,
2005
|
February 29,
2004
|
||||||
ASSETS |
|||||||
CURRENT
ASSETS: |
|||||||
Cash and cash
investments |
$ |
17,635
|
$ |
37,136
|
|||
Accounts
receivable, net |
849,642
|
635,910
|
|||||
Inventories |
1,607,735
|
1,261,378
|
|||||
Prepaid
expenses and other
|
259,023
|
137,047
|
|||||
Total current
assets |
2,734,035
|
2,071,471
|
|||||
PROPERTY,
PLANT AND EQUIPMENT, net |
1,596,367
|
1,097,362
|
|||||
GOODWILL |
2,182,669
|
1,540,637
|
|||||
INTANGIBLE
ASSETS, net |
945,650
|
744,978
|
|||||
OTHER ASSETS,
net
|
345,451
|
104,225
|
|||||
Total
assets
|
$ |
7,804,172
|
$ |
5,558,673
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY |
|||||||
CURRENT
LIABILITIES: |
|||||||
Notes payable
to banks |
$ |
16,475
|
$ |
1,792
|
|||
Current
maturities of long-term debt |
68,094
|
267,245
|
|||||
Accounts
payable |
345,254
|
270,291
|
|||||
Accrued
excise taxes |
74,356
|
48,465
|
|||||
Other accrued
expenses and liabilities
|
633,908
|
442,009
|
|||||
Total current
liabilities |
1,138,087
|
1,029,802
|
|||||
LONG-TERM
DEBT, less current maturities |
3,204,707
|
1,778,853
|
|||||
DEFERRED
INCOME TAXES |
389,886
|
187,410
|
|||||
OTHER
LIABILITIES |
291,579
|
184,989
|
|||||
STOCKHOLDERS'
EQUITY
|
2,779,913
|
2,377,619
|
|||||
Total
liabilities and stockholders' equity
|
$ |
7,804,172
|
$ |
5,558,673
|
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CONSTELLATION
BRANDS, INC. AND SUBSIDIARIES
|
||||||||||
CONSOLIDATED
STATEMENTS OF INCOME
|
||||||||||
ON A
REPORTED BASIS
|
||||||||||
(in thousands,
except per share data)
|
||||||||||
For the Three
|
For the Three
|
|||||||||
Months Ended
|
Months Ended
|
Percent
|
||||||||
February 28,
2005
|
February 29,
2004
|
Change
|
||||||||
Sales
|
$ |
1,304,875
|
$ |
1,114,972
|
17 |
% |
||||
Excise taxes
|
(267,194
|
)
|
(233,657
|
)
|
14
|
%
|
||||
Net sales
|
1,037,681
|
881,315
|
18 |
% |
||||||
Cost of
product sold
|
(750,901
|
)
|
(637,760
|
)
|
18
|
%
|
||||
Gross profit
|
286,780
|
243,555
|
18 |
% |
||||||
Selling,
general and administrative expenses |
(154,578
|
) |
(108,849
|
) |
42 |
% |
||||
Acquisition-related
integration costs |
(9,421
|
) |
-
|
N/A
|
||||||
Restructuring
and related charges
|
(3,152
|
)
|
(3,667
|
)
|
-14
|
%
|
||||
Operating
income |
119,629
|
131,039
|
-9 |
% |
||||||
Gain on change
in fair value of derivative instruments |
-
|
-
|
N/A
|
|||||||
Equity in
earnings (loss) of equity method investees |
1,132
|
(423
|
) |
-368 |
% |
|||||
Interest
expense, net
|
(46,343
|
)
|
(32,453
|
)
|
43
|
%
|
||||
Income before
income taxes |
74,418
|
98,163
|
-24 |
% |
||||||
Provision for
income taxes
|
(26,790
|
)
|
(35,342
|
)
|
-24
|
%
|
||||
Net income
|
47,628
|
62,821
|
-24 |
% |
||||||
Dividends on
preferred stock
|
(2,451
|
)
|
(2,452
|
)
|
0
|
%
|
||||
Income
available to common stockholders
|
$ |
45,177
|
$ |
60,369
|
-25
|
%
|
||||
Earnings per
common share: |
||||||||||
Basic - Class
A Common Stock |
$ |
0.42
|
$ |
0.57
|
-26 |
% |
||||
Basic - Class
B Common Stock |
$ |
0.38
|
$ |
0.52
|
-27 |
% |
||||
Diluted
|
$ |
0.40
|
$ |
0.55
|
-27 |
% |
||||
Weighted
average common shares outstanding: |
||||||||||
Basic - Class
A Common Stock |
96,822
|
94,077
|
3 |
% |
||||||
Basic - Class
B Common Stock |
11,980
|
12,064
|
-1 |
% |
||||||
Diluted
|
118,177
|
114,657
|
3 |
% |
||||||
Segment
Information: |
||||||||||
Net sales:
|
||||||||||
Constellation
Wines |
||||||||||
Branded wine
|
$ |
543,842
|
$ |
394,580
|
38 |
% |
||||
Wholesale and
other
|
250,880
|
234,452
|
7
|
%
|
||||||
Net sales
|
$ |
794,722
|
$ |
629,032
|
26 |
% |
||||
Constellation
Beers and Spirits |
||||||||||
Imported beers
|
$ |
171,068
|
$ |
178,421
|
-4 |
% |
||||
Spirits
|
71,891
|
64,677
|
11
|
%
|
||||||
Net sales
|
$
|
242,959
|
$
|
243,098
|
0
|
%
|
||||
Unusual gains
(a)
|
$
|
-
|
$
|
9,185
|
-100
|
%
|
||||
Consolidated
net sales
|
$ |
1,037,681
|
$ |
881,315
|
18
|
%
|
||||
Operating
income: |
||||||||||
Constellation
Wines |
$ |
123,458
|
$ |
89,924
|
37 |
% |
||||
Constellation
Beers and Spirits |
53,086
|
50,305
|
6 |
% |
||||||
Corporate
Operations and Other |
(17,016
|
) |
(10,739
|
) |
58 |
% |
||||
Acquisition-related
integration costs, restructuring and
related charges, and net unusual (costs) gains (b)
|
(39,899
|
)
|
1,549
|
-2676
|
%
|
|||||
Consolidated
operating income
|
$ |
119,629
|
$ |
131,039
|
-9
|
%
|
||||
(a)
Unusual gains included in net sales for Fourth Quarter 2004 consist of the
relief from certain excise tax,
|
||||||||||
duty and other
costs incurred in prior year periods. |
||||||||||
(b)
Acquisition-related integration costs, restructuring and related charges,
and net unusual (costs) gains for Fourth
|
||||||||||
Quarter 2005
include financing costs of $21,382, the flow through of adverse grape cost
associated with the Robert
|
||||||||||
Mondavi
acquisition of $9,750, acquisition-related integration costs of $9,421,
restructuring and related charges of
|
||||||||||
$3,152, and
the flow through of inventory step-up associated with the Hardy and Robert
Mondavi acquisitions of
|
||||||||||
$2,312,
partially offset by the net gain on the sale of non-strategic assets of
$3,118 and the gain related to the
|
||||||||||
receipt of a
payment associated with the termination of a previously announced
potential fine wine joint venture of
|
||||||||||
$3,000.
Acquisition-related integration costs, restructuring and related charges,
and net unusual (costs) gains for
|
||||||||||
Fourth Quarter
2004 include the relief from certain excise tax, duty and other costs
incurred in prior year periods of
|
||||||||||
$10,434,
partially offset by the flow through of inventory step-up associated with
the Hardy acquisition of $5,218 and
|
||||||||||
restructuring
and related charges of $3,667. |
- more
- -
- 15 -
CONSTELLATION
BRANDS, INC. AND SUBSIDIARIES
|
||||||||||
CONSOLIDATED
STATEMENTS OF INCOME
|
||||||||||
ON A
REPORTED BASIS
|
||||||||||
(in thousands,
except per share data)
|
||||||||||
For the Year
|
For the Year
|
|||||||||
Ended
|
Ended
|
Percent
|
||||||||
February 28,
2005
|
February 29,
2004
|
Change
|
||||||||
Sales
|
$ |
5,139,863
|
$ |
4,469,270
|
15 |
% |
||||
Excise taxes
|
(1,052,225
|
)
|
(916,841
|
)
|
15
|
%
|
||||
Net sales
|
4,087,638
|
3,552,429
|
15 |
% |
||||||
Cost of
product sold
|
(2,947,049
|
)
|
(2,576,641
|
)
|
14
|
%
|
||||
Gross profit
|
1,140,589
|
975,788
|
17 |
% |
||||||
Selling,
general and administrative expenses |
(555,694
|
) |
(457,277
|
) |
22 |
% |
||||
Acquisition-related
integration costs |
(9,421
|
) |
-
|
N/A
|
||||||
Restructuring
and related charges
|
(7,578
|
)
|
(31,154
|
)
|
-76
|
%
|
||||
Operating
income |
567,896
|
487,357
|
17 |
% |
||||||
Gain on change
in fair value of derivative instruments |
-
|
1,181
|
-100 |
% |
||||||
Equity in
earnings of equity method investees |
1,753
|
542
|
223 |
% |
||||||
Interest
expense, net
|
(137,675
|
)
|
(144,683
|
)
|
-5
|
%
|
||||
Income before
income taxes |
431,974
|
344,397
|
25 |
% |
||||||
Provision for
income taxes
|
(155,510
|
)
|
(123,983
|
)
|
25
|
%
|
||||
Net income
|
276,464
|
220,414
|
25 |
% |
||||||
Dividends on
preferred stock
|
(9,804
|
)
|
(5,746
|
)
|
71
|
%
|
||||
Income
available to common stockholders
|
$ |
266,660
|
$ |
214,668
|
24
|
%
|
||||
Earnings per
common share: |
||||||||||
Basic - Class
A Common Stock |
$ |
2.50
|
$ |
2.16
|
16 |
% |
||||
Basic - Class
B Common Stock |
$ |
2.27
|
$ |
1.96
|
16 |
% |
||||
Diluted
|
$ |
2.37
|
$ |
2.06
|
15 |
% |
||||
Weighted
average common shares outstanding: |
||||||||||
Basic - Class
A Common Stock |
95,745
|
88,633
|
8 |
% |
||||||
Basic - Class
B Common Stock |
12,021
|
12,069
|
0 |
% |
||||||
Diluted
|
116,530
|
106,948
|
9 |
% |
||||||
Segment
Information: |
||||||||||
Net sales:
|
||||||||||
Constellation
Wines |
||||||||||
Branded wine
|
$ |
1,830,808
|
$ |
1,549,750
|
18 |
% |
||||
Wholesale and
other
|
1,020,600
|
846,306
|
21
|
%
|
||||||
Net sales
|
$ |
2,851,408
|
$ |
2,396,056
|
19 |
% |
||||
Constellation
Beers and Spirits |
||||||||||
Imported beers
|
$ |
922,947
|
$ |
862,637
|
7 |
% |
||||
Spirits
|
313,283
|
284,551
|
10
|
%
|
||||||
Net sales
|
$
|
1,236,230
|
$
|
1,147,188
|
8
|
%
|
||||
Unusual gains
(a)
|
$
|
-
|
$
|
9,185
|
-100
|
%
|
||||
Consolidated
net sales
|
$ |
4,087,638
|
$ |
3,552,429
|
15
|
%
|
||||
Operating
income: |
||||||||||
Constellation
Wines |
$ |
406,562
|
$ |
348,132
|
17 |
% |
||||
Constellation
Beers and Spirits |
276,109
|
252,533
|
9 |
% |
||||||
Corporate
Operations and Other |
(55,980
|
) |
(41,717
|
) |
34 |
% |
||||
Acquisition-related
integration costs, restructuring and
related charges, and net unusual costs (b)
|
(58,795
|
)
|
(71,591
|
)
|
-18
|
%
|
||||
Consolidated
operating income
|
$ |
567,896
|
$ |
487,357
|
17
|
%
|
||||
(a)
Unusual gains included in net sales for Fiscal 2004 consist of the
relief from certain excise tax, duty and other
|
||||||||||
costs incurred
in prior year periods. |
||||||||||
(b)
Acquisition-related integration costs, restructuring and related charges,
and net unusual costs for Fiscal 2005 include
|
||||||||||
financing
costs of $31,695, the flow through of adverse grape cost associated with
the Robert Mondavi acquisition
|
||||||||||
of $9,750,
acquisition-related integration costs of $9,421, restructuring and related
charges of $7,578, and the flow
|
||||||||||
through of
inventory step-up associated with the Hardy and Robert Mondavi
acquisitions of $6,469, partially offset by
|
||||||||||
the net gain
on the sale of non-strategic assets of $3,118 and the gain related to the
receipt of a payment associated
|
||||||||||
with the
termination of a previously announced potential fine wine joint venture of
$3,000. Acquisition-related integration
|
||||||||||
costs,
restructuring and related charges, and net unusual costs for Fiscal 2004
include restructuring and related
|
||||||||||
charges of
$47,981, the flow through of inventory step-up associated with the Hardy
acquisition of $22,472, and
|
||||||||||
financing
costs of $11,572, partially offset by the relief from certain excise tax,
duty and other costs incurred in prior
|
||||||||||
year periods
of $10,434. |
- more
- -
- 16 -
CONSTELLATION
BRANDS, INC. AND SUBSIDIARIES
|
|||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|||||||
(in
thousands)
|
|||||||
For the Year
|
For the Year
|
||||||
Ended
|
Ended
|
||||||
February 28,
2005
|
February 29,
2004
|
||||||
CASH FLOWS
FROM OPERATING ACTIVITIES: |
|||||||
Net income
|
$ |
276,464
|
$ |
220,414
|
|||
Adjustments
to reconcile net income to net cash used in |
|||||||
operating
activities: |
|||||||
Depreciation
of property, plant and equipment |
93,139
|
80,079
|
|||||
Deferred tax
provision |
48,274
|
31,398
|
|||||
Noncash
portion of loss on extinguishment of debt |
23,181
|
800
|
|||||
Amortization
of intangible and other assets |
10,516
|
21,875
|
|||||
Loss on
disposal of assets |
2,442
|
5,127
|
|||||
Stock-based
compensation expense |
109
|
233
|
|||||
Amortization
of discount on long-term debt |
72
|
93
|
|||||
Equity in
earnings of equity method investees |
(1,753
|
) |
(542
|
) |
|||
Gain on
change in fair value of derivative instruments |
-
|
(1,181
|
) |
||||
Change in
operating assets and liabilities, net of effects |
|||||||
from
purchases of businesses: |
|||||||
Accounts
receivable, net |
(100,280
|
) |
(63,036
|
) |
|||
Inventories
|
(74,466
|
) |
96,051
|
||||
Prepaid
expenses and other current assets |
(8,100
|
) |
2,192
|
||||
Accounts
payable |
11,388
|
(61,647
|
) |
||||
Accrued
excise taxes |
25,405
|
7,658
|
|||||
Other accrued
expenses and liabilities |
11,607
|
11,417
|
|||||
Other, net
|
2,702
|
(10,624
|
)
|
||||
Total
adjustments
|
44,236
|
119,893
|
|||||
Net cash
provided by operating activities
|
320,700
|
340,307
|
|||||
CASH FLOWS
FROM INVESTING ACTIVITIES: |
|||||||
Purchases of
businesses, net of cash acquired |
(1,052,471
|
) |
(1,069,470
|
) |
|||
Purchases of
property, plant and equipment |
(119,664
|
) |
(105,094
|
) |
|||
Investment in
equity method investee |
(86,121
|
) |
-
|
||||
Payment of
accrued earn-out amount |
(2,618
|
) |
(2,035
|
) |
|||
Proceeds from
sale of marketable equity securities |
14,359
|
849
|
|||||
Proceeds from
sale of assets |
13,771
|
13,449
|
|||||
Proceeds from
sale of equity method investment |
9,884
|
-
|
|||||
Proceeds from
sale of business
|
-
|
3,814
|
|||||
Net cash used
in investing activities
|
(1,222,860
|
)
|
(1,158,487
|
)
|
|||
CASH FLOWS
FROM FINANCING ACTIVITIES: |
|||||||
Proceeds from
issuance of long-term debt |
2,400,000
|
1,600,000
|
|||||
Exercise of
employee stock options |
48,241
|
36,017
|
|||||
Proceeds from
employee stock purchases |
4,690
|
3,481
|
|||||
Principal
payments of long-term debt |
(1,488,686
|
) |
(1,282,274
|
) |
|||
Net
repayments of notes payable |
(45,858
|
) |
(1,113
|
) |
|||
Payment of
issuance costs of long-term debt |
(24,403
|
) |
(33,748
|
) |
|||
Payment of
preferred stock dividends |
(9,804
|
) |
(3,295
|
) |
|||
Proceeds from
equity offerings, net of fees
|
-
|
426,086
|
|||||
Net cash
provided by financing activities
|
884,180
|
745,154
|
|||||
Effect of
exchange rate changes on cash and cash investments
|
(1,521
|
)
|
96,352
|
||||
NET
(DECREASE) INCREASE IN CASH AND CASH INVESTMENTS |
(19,501
|
) |
23,326
|
||||
CASH AND CASH
INVESTMENTS, beginning of year
|
37,136
|
13,810
|
|||||
CASH AND CASH
INVESTMENTS, end of year
|
$ |
17,635
|
$ |
37,136
|
- more
- -
- 17 -
RECONCILIATION
OF REPORTED AND COMPARABLE HISTORICAL INFORMATION
|
|||||||||||||||||||||||||
(in thousands,
except per share data)
|
|||||||||||||||||||||||||
Comparable
measures are provided because management uses this information in
evaluating the results of the continuing operations of the Company and
internal goal setting. In addition, the Company believes this information
provides investors better insight on underlying business trends and
results in order to evaluate year over year financial performance. As
such, the relief from certain excise tax, duty and other costs incurred in
prior years, the flow through of adverse grape cost associated with the
Robert Mondavi acquisition, the flow through of inventory step-up
associated with acquisitions, financing costs, acquisition-related
integration costs, restructuring and related charges (including exiting
the U.S. commodity concentrate product line), net gain on the sale of
non-strategic assets, gain on transaction termination, the imputed
interest charge associated with the Hardy acquisition, and gains on
changes in fair value of derivative instruments are excluded from
comparable results. You may also visit the Company's website at
www.cbrands.com under Investors/Financial Information/Financial Reports
for a historical reconciliation between reported and comparable
information.
|
|||||||||||||||||||||||||
For the Three
|
For the Three
|
For the Year
|
For the Year
|
||||||||||||||||||||||
Months Ended
|
Months Ended
|
Ended
|
Ended
|
||||||||||||||||||||||
February 28,
2005
|
Margin
|
February 29,
2004
|
Margin
|
February 28,
2005
|
Margin
|
February 29,
2004
|
Margin
|
||||||||||||||||||
Reported net
sales |
$ |
1,037,681
|
$ |
881,315
|
$ |
4,087,638
|
$ |
3,552,429
|
|||||||||||||||||
Excise tax,
duty & other costs
|
-
|
(9,185
|
)
|
-
|
(9,185
|
)
|
|||||||||||||||||||
Comparable net
sales
|
$ |
1,037,681
|
$ |
872,130
|
$ |
4,087,638
|
$ |
3,543,244
|
|||||||||||||||||
Reported gross
profit |
$ |
286,780
|
27.6 |
% |
$ |
243,555
|
27.6 |
% |
$ |
1,140,589
|
27.9 |
% |
$ |
975,788
|
27.5 |
% |
|||||||||
Excise tax,
duty & other costs |
-
|
(11,527
|
) |
-
|
(11,527
|
) |
|||||||||||||||||||
Adverse grape
cost |
9,750
|
-
|
9,750
|
-
|
|||||||||||||||||||||
Inventory
step-up |
2,312
|
5,218
|
6,469
|
22,472
|
|||||||||||||||||||||
Concentrate
inventory write-down
|
-
|
-
|
-
|
16,827
|
|||||||||||||||||||||
Comparable
gross profit
|
$ |
298,842
|
28.8
|
%
|
$ |
237,246
|
27.2
|
%
|
$ |
1,156,808
|
28.3
|
%
|
$ |
1,003,560
|
28.3
|
%
|
|||||||||
Reported
operating income |
$ |
119,629
|
11.5 |
% |
$ |
131,039
|
14.9 |
% |
$ |
567,896
|
13.9 |
% |
$ |
487,357
|
13.7 |
% |
|||||||||
Excise tax,
duty & other costs |
-
|
(10,434
|
) |
-
|
(10,434
|
) |
|||||||||||||||||||
Financing
costs |
21,382
|
-
|
31,695
|
11,572
|
|||||||||||||||||||||
Adverse grape
cost |
9,750
|
-
|
9,750
|
-
|
|||||||||||||||||||||
Acquisition-related
integration costs |
9,421
|
-
|
9,421
|
-
|
|||||||||||||||||||||
Restructuring
and related charges |
3,152
|
3,667
|
7,578
|
31,154
|
|||||||||||||||||||||
Inventory
step-up |
2,312
|
5,218
|
6,469
|
22,472
|
|||||||||||||||||||||
Net gain on
sale of non-strategic assets |
(3,118
|
) |
-
|
(3,118
|
) |
-
|
|||||||||||||||||||
Gain on
transaction termination |
(3,000
|
) |
-
|
(3,000
|
) |
-
|
|||||||||||||||||||
Concentrate
inventory write-down
|
-
|
-
|
-
|
16,827
|
|||||||||||||||||||||
Comparable
operating income
|
$ |
159,528
|
15.4
|
%
|
$ |
129,490
|
14.8
|
%
|
$ |
626,691
|
15.3
|
%
|
$ |
558,948
|
15.8
|
%
|
|||||||||
Reported net
income |
$ |
47,628
|
4.6 |
% |
$ |
62,821
|
7.1 |
% |
$ |
276,464
|
6.8 |
% |
$ |
220,414
|
6.2 |
% |
|||||||||
Excise tax,
duty & other costs |
-
|
(6,678
|
) |
-
|
(6,678
|
) |
|||||||||||||||||||
Financing
costs |
13,684
|
-
|
20,285
|
7,406
|
|||||||||||||||||||||
Adverse grape
cost |
6,240
|
-
|
6,240
|
-
|
|||||||||||||||||||||
Acquisition-related
integration costs |
6,030
|
-
|
6,029
|
-
|
|||||||||||||||||||||
Restructuring
and related charges |
2,017
|
2,347
|
4,850
|
19,939
|
|||||||||||||||||||||
Inventory
step-up |
1,480
|
3,340
|
4,140
|
14,382
|
|||||||||||||||||||||
Net gain on
sale of non-strategic assets |
(1,996
|
) |
-
|
(1,996
|
) |
-
|
|||||||||||||||||||
Gain on
transaction termination |
(1,920
|
) |
-
|
(1,920
|
) |
-
|
|||||||||||||||||||
Concentrate
inventory write-down |
-
|
-
|
-
|
10,769
|
|||||||||||||||||||||
Imputed
interest charge |
-
|
-
|
-
|
1,061
|
|||||||||||||||||||||
Gain on
derivative instruments
|
-
|
-
|
-
|
(756
|
)
|
||||||||||||||||||||
Comparable net
income
|
$ |
73,163
|
7.1
|
%
|
$ |
61,830
|
7.1
|
%
|
$ |
314,092
|
7.7
|
%
|
$ |
266,537
|
7.5
|
%
|
|||||||||
Reported
diluted earnings per share |
$ |
0.40
|
$ |
0.55
|
$ |
2.37
|
$ |
2.06
|
|||||||||||||||||
Excise tax,
duty & other costs |
-
|
(0.06
|
) |
-
|
(0.06
|
) |
|||||||||||||||||||
Financing
costs |
0.12
|
-
|
0.17
|
0.07
|
|||||||||||||||||||||
Adverse grape
cost |
0.05
|
-
|
0.05
|
-
|
|||||||||||||||||||||
Acquisition-related
integration costs |
0.05
|
-
|
0.05
|
-
|
|||||||||||||||||||||
Restructuring
and related charges |
0.02
|
0.02
|
0.04
|
0.19
|
|||||||||||||||||||||
Inventory
step-up |
0.01
|
0.03
|
0.04
|
0.13
|
|||||||||||||||||||||
Net gain on
sale of non-strategic assets |
(0.02
|
) |
-
|
(0.02
|
) |
-
|
|||||||||||||||||||
Gain on
transaction termination |
(0.02
|
) |
-
|
(0.02
|
) |
-
|
|||||||||||||||||||
Concentrate
inventory write-down |
-
|
-
|
-
|
0.10
|
|||||||||||||||||||||
Imputed
interest charge |
-
|
-
|
-
|
0.01
|
|||||||||||||||||||||
Gain on
derivative instruments
|
-
|
-
|
-
|
(0.01
|
)
|
||||||||||||||||||||
Comparable
diluted earnings per share (1) |
$ |
0.62
|
$ |
0.54
|
$ |
2.70
|
$ |
2.49
|
|||||||||||||||||
(1)
May not sum due to rounding as each item is computed
independently.
|
- more
- -
- 18 -
RECONCILIATION OF REPORTED, COMPARABLE PRO FORMA AND
PRO FORMA NET SALES
|
|||||||||||||||||||
(in thousands) |
|||||||||||||||||||
Pro forma net sales are provided because management believes
this information provides investors better insight on underlying business
trends and results in order to evaluate year over year financial
performance. As such, pro forma net sales for the three months ended
February 29, 2004, present net sales after giving effect to the Robert
Mondavi acquisition as if the Company had owned Robert Mondavi during the
same two-month period a year ago that the Company owned Robert Mondavi in
the three months ended February 28, 2005. In addition, pro forma net sales
for the year ended February 29, 2004, present net sales after giving
effect to the Robert Mondavi acquisition as if the Company had owned
Robert Mondavi during the same two-month period a year ago that the
Company owned Robert Mondavi in the year ended February 28, 2005, and
giving effect to the Hardy acquisition as if it had occurred as of March
1, 2003. You may also visit the Company's website at www.cbrands.com under
Investors/Financial Information/Financial Reports for a reconciliation of
reported net sales to pro forma net sales.
|
|||||||||||||||||||
For the Three
|
For the Three
|
For the Year
|
For the Year
|
||||||||||||||||
Months Ended
|
Months Ended
|
Ended
|
Ended
|
||||||||||||||||
February 28, 2005
|
February 29, 2004
|
Growth
|
February 28, 2005
|
February 29, 2004
|
Growth
|
||||||||||||||
CONSOLIDATED NET SALES |
|||||||||||||||||||
Reported net sales |
$ |
1,037,681
|
$ |
881,315
|
18 |
% |
$ |
4,087,638
|
$ |
3,552,429
|
15 |
%
|
|||||||
Prior year Hardy net sales (1)
|
-
|
-
|
-
|
31,000
|
|||||||||||||||
Prior year Robert Mondavi net sales
(2)
|
-
|
43,000
|
-
|
43,000
|
|||||||||||||||
Excise tax, duty & other costs
|
-
|
(9,185
|
)
|
-
|
(9,185
|
)
|
|||||||||||||
Comparable pro forma net sales
|
$ |
1,037,681
|
$ |
915,130
|
13
|
%
|
$ |
4,087,638
|
$ |
3,617,244
|
13
|
%
|
|||||||
CONSTELLATION WINES SEGMENT NET SALES
|
|||||||||||||||||||
Reported net sales |
$ |
794,722
|
$ |
629,032
|
26 |
% |
$ |
2,851,408
|
$ |
2,396,056
|
19 |
% |
|||||||
Prior year Hardy net sales (1)
|
-
|
-
|
-
|
31,000
|
|||||||||||||||
Prior year Robert Mondavi net sales
(2)
|
-
|
43,000
|
-
|
43,000
|
|||||||||||||||
Pro forma net sales
|
$ |
794,722
|
$ |
672,032
|
18
|
%
|
$ |
2,851,408
|
$ |
2,470,056
|
15
|
%
|
|||||||
BRANDED WINE NET SALES |
|||||||||||||||||||
Reported net sales |
$ |
543,842
|
$ |
394,580
|
38 |
% |
$ |
1,830,808
|
$ |
1,549,750
|
18 |
% |
|||||||
Prior year Hardy net sales (1)
|
-
|
-
|
-
|
27,000
|
|||||||||||||||
Prior year Robert Mondavi net sales
(2)
|
-
|
42,000
|
-
|
42,000
|
|||||||||||||||
Pro forma net sales
|
$ |
543,842
|
$ |
436,580
|
25
|
%
|
$ |
1,830,808
|
$ |
1,618,750
|
13
|
%
|
|||||||
(1) For the period March 1, 2003, through March 27,
2003.
|
|||||||||||||||||||
(2) For the period January 1, 2004, through February
29, 2004.
|
- more -
- 19 -
RECONCILIATION
OF REPORTED AND COMPARABLE DILUTED EARNINGS PER SHARE GUIDANCE
|
|||||||||||||
Range for the
Quarter
|
Range for the
Year
|
||||||||||||
Ending May 31,
2005
|
Ending
February 28, 2006
|
||||||||||||
Forecasted
reported diluted earnings per share |
$ |
0.45
|
$ |
0.49
|
$ |
2.75
|
$ |
2.87
|
|||||
Adverse grape
cost |
0.04
|
0.04
|
0.16
|
0.16
|
|||||||||
Acquisition-related
integration costs |
0.04
|
0.04
|
0.06
|
0.06
|
|||||||||
Restructuring
and related charges |
0.01
|
0.01
|
0.02
|
0.02
|
|||||||||
Inventory
step-up
|
0.02
|
0.02
|
0.10
|
0.10
|
|||||||||
Forecasted
comparable diluted earnings per share
|
$ |
0.56
|
$ |
0.60
|
$ |
3.09
|
$ |
3.21
|
|||||
Actual
For the Three
Months Ended May 31, 2004
|
Actual
For the Year
Ended
February 28,
2005
|
||||||||||||
Reported
diluted earnings per share |
$ |
0.45
|
$ |
2.37
|
|||||||||
Financing
costs |
0.06
|
0.17
|
|||||||||||
Adverse grape
cost |
-
|
0.05
|
|||||||||||
Acquisition-related
integration costs |
-
|
0.05
|
|||||||||||
Restructuring
and related charges |
0.01
|
0.04
|
|||||||||||
Inventory
step-up |
0.01
|
0.04
|
|||||||||||
Net gain on
sale of non-strategic assets |
-
|
(0.02
|
) |
||||||||||
Gain on
transaction termination
|
-
|
(0.02
|
)
|
||||||||||
Comparable
diluted earnings per share (1)
|
$ |
0.52
|
$ |
2.70
|
|||||||||
(1)
May not sum due to rounding as each item is computed
independently.
|
- more -
-
20 -
ATTACHMENTS
TO CONSTELLATION BRANDS FOURTH QUARTER FISCAL 2005 MEDIA
RELEASE
ITEMS AFFECTING
COMPARABILITY FOR FISCAL 2005
Financing
costs - On
Feb. 10, 2004, the company called its $200,000,000 8.5% senior subordinated
notes due 2009 which were redeemed March 2004. In connection with this
redemption, the company incurred an unusual charge of $0.06 in the first quarter
of fiscal 2005 related to the call premium and the remaining unamortized
financing fees associated with the original issuance of the bonds. On Dec. 22,
2004, the company entered into a new $2.9 billion credit agreement, proceeds of
which were used to fund the acquisition of Robert Mondavi, pay certain
obligations of Robert Mondavi and to repay the outstanding balance on
Constellation’s prior credit agreement. The company recorded an unusual charge
of $0.12 per share in the fourth quarter of fiscal 2005 for the write-off of
bank fees related to the repayment of the company’s prior credit agreement.
Financing costs charges totaled $0.17 per share in fiscal 2005.
Restructuring
and related charges
- - In connection with the further realignment of business operations within the
company’s wines segment and the Robert Mondavi acquisition, the company recorded
restructuring and related charges of $0.02 per share in the fourth quarter of
fiscal 2005 and $0.04 per share for fiscal 2005.
Acquisition-related
integration costs --
As a result of the Robert Mondavi acquisition, the company recorded
acquisition-related integration cost of $0.05 per share in the fourth quarter of
fiscal 2005.
Inventory
step-up
- - The allocation of purchase price in excess of book value for certain inventory
on hand at the date of acquisition is referred to as inventory step-up.
Inventory step-up represents an assumed manufacturing profit attributable to the
acquired company prior to acquisition. For inventory produced and sold after the
acquisition date, the related manufacturer’s profit accrues to the company. The
company estimates the flow through of inventory step-up of the Hardy and Robert
Mondavi acquisitions had a negative impact of approximately $0.01 per share in
the fourth quarter of fiscal 2005 and $0.04 per share for fiscal
2005.
Adverse
grape cost -
In connection with the Robert Mondavi acquisition, the historical cost of
certain inventory on hand at the date of acquisition was higher than the
company's ongoing grape cost primarily due to the purchase of grapes by Robert
Mondavi prior to the date of acquisition under the terms of their existing grape
contracts. The cost of the grapes purchased under these contracts was in excess
of market prices. Therefore, the company's ongoing cost to purchase grapes will
be lower than Robert Mondavi's historical cost. The excess of the historical
cost of grapes over the company's ongoing cost of grapes
-
more -
-
21 -
is
referred to by the company as the “adverse grape cost.” The adverse grape cost
totaled $0.05 per share for the fourth quarter of fiscal 2005.
Net
gain on sale of non-strategic assets - In
the fourth quarter of fiscal 2005, the company realized a gain on the sale of a
portion of the Taunton cider property, plant and equipment, partially offset by
a loss on the sale of the investment in the International Wine Investment Fund.
The company recorded a net gain of $0.02 per share on these sales.
Gain
on transaction termination fee - In
the fourth quarter of fiscal 2005, the company recognized a gain of $0.02 per
share related to the receipt of a payment associated with the termination of a
previously announced potential fine wine joint venture.
ITEMS
AFFECTING COMPARABILITY FOR FISCAL 2004
Excise
tax, duty and other costs
- - In the fourth quarter of fiscal 2004, the company recognized a net benefit of
$10.4 million related to relief from certain excise taxes, duty and other costs
incurred in prior years. The net $10.4 million is comprised of a $9.2 million
increase in net sales, a $2.3 million reduction in cost of product sold and a
$1.1 million increase in SG&A. This had a positive impact of approximately
$0.06 per share for fiscal 2004.
Inventory
step-up
- - The flow through of inventory step-up had an impact of approximately $0.13 per
share for fiscal 2004, related to the Hardy acquisition.
Concentrate
inventory write-down - The
company made a decision to exit the U.S. commodity concentrate product line -
located in Madera, California. The commodity concentrate product line was facing
declining sales and profits and was not part of the company’s core business,
beverage alcohol. The company continues to produce and sell value-added,
proprietary products such as MegaColors. The charge for the write-down of
concentrate inventory was $0.10 per share for fiscal 2004. In addition, and
related to exiting this product line, the company recorded restructuring and
related charges of approximately $0.14 per share in fiscal 2004.
Financing
costs - Hardy acquisition - In
connection with the Hardy acquisition, the company recorded amortization expense
for deferred financing costs associated
with noncontinuing financing, primarily related to the bridge loan agreement.
This charge was $0.07 per share for fiscal 2004.
Restructuring
and related charges
- - Restructuring and related charges resulted from the realignment of business
operations in the company’s wines segment, as previously announced in the fourth
quarter of fiscal 2003, and exiting the commodity concentrate product line. The
company incurred total charges of approximately $0.19 per share for fiscal 2004,
$0.05 for realignment of businesses and $0.14 for exiting the commodity
concentrate product line.
Imputed
interest charge
- - In connection with the Hardy acquisition and in accordance
with purchase accounting, the company was required to take a one-
-
more -
-
22 -
time
imputed interest charge for the time period between when the company
obtained
control of Hardy and the date it paid Hardy shareholders. The company incurred a
charge of $0.01 per share for fiscal 2004.
Gain
on change in fair value of derivative instruments
- - In connection with the Hardy acquisition, the company entered into derivative
instruments to cap the cost of the acquisition in U.S. dollars. The company
recorded a gain in the first quarter, which represented the net change in value
of the derivative instruments from the beginning of the first quarter until the
date Hardy shareholders were paid. The company recorded a gain of $0.01 per
share for fiscal 2004.
ITEMS
AFFECTING COMPARABILITY FOR FISCAL 2006
Restructuring
and related charges - The company estimates restructuring and related
charges primarily associated with the Robert Mondavi acquisition to be $0.01 per
share for the first quarter of fiscal 2006 and $0.02 per share for fiscal 2006.
Acquisition-Related
Integration costs - The company estimates acquisition-related
integration costs associated with the Robert Mondavi acquisition to be $0.04 per
share for the first quarter of fiscal 2006 and $0.06 per share for fiscal 2006.
Inventory
step-up
- - The impact of flow through of inventory step-up related primarily to the
Robert Mondavi acquisition is estimated to be approximately $0.02 per share for
the first quarter of fiscal 2006 and $0.10 per share for fiscal
2006.
Adverse
grape cost -
The Robert Mondavi adverse grape cost is estimated to be $0.04 per share for the
first quarter of fiscal 2006 and $0.16 per share for fiscal 2006.
#
# #