EXHIBIT 99.1
Published on June 30, 2005
[LOGO] Constellation
NEWS
RELEASE
CONTACTS:
|
|
Media
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Investor
Relations
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Mike
Martin -
585-218-3669
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Lisa
Schnorr
- 585-218-3677
|
Kevin
Harwood
- 585-218-3666
|
Bob
Czudak -
585-218-3668
|
Constellation
Brands First Quarter
Net
Sales,
Net Income Set Records
HIGHLIGHTS
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FAIRPORT,
N.Y., June 30, 2005
- Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), a leading international
producer and marketer of beverage alcohol, today reported net sales at $1.1
billion, up 18 percent over prior year, and reported net income and EPS growth
of 47 percent and 45 percent, respectively, for the first quarter ended May
31,
2005.
“Constellation
Brands’ true growth momentum
continues to accelerate and deliver increasing shareholder value as we employ
our business model to achieve our strategic vision,” stated Richard Sands,
Constellation Brands chairman and chief executive officer. “We hit our stride in
fiscal 2005, and used
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that
momentum to
set the pace for a strong first quarter of performance to kick off fiscal
2006.
“Our
base business delivered top-line growth of seven percent, which was complemented
by our acquisitions for an overall growth rate of 18 percent,” explained Sands.
“We’re particularly encouraged by healthy operating margin expansion in the
quarter, which reflects the continued consumer shift to higher margin wine
products and the benefits of the Robert Mondavi acquisition.”
Fiscal
2006 First Quarter Results
First
quarter net sales, as reported under generally accepted accounting principles
(“reported”), totaled $1.1 billion, up 18 percent, driven by growth in the
company’s branded wine and imported beers businesses. Net sales included $89.6
million of sales of brands from the Dec. 22, 2004 acquisition of The Robert
Mondavi Corporation (“Robert Mondavi”) and $13.4 million from sales of Ruffino
brands. On Dec. 3, 2004, the company purchased a 40 percent interest in Ruffino
S.r.l. (“Ruffino”) and on Feb. 1, 2005, the company began distributing Ruffino’s
products in the United States. Excluding Robert Mondavi and Ruffino brands,
net
sales grew seven percent. Currency also contributed two percent of the net
sales
increases.
Reported
operating income was $139.8 million or 12.8 percent of net sales, compared
with
$110.4 million or 11.9 percent of net sales in the first quarter of fiscal
2005.
Both reported net income of $75.7 million and diluted earnings per share of
$0.32 set records for a first quarter, and were up 47 percent and 45 percent,
respectively, over the prior year first quarter.
First
quarter fiscal 2006 and 2005 reported results include acquisition-related
integration costs, restructuring and related charges and unusual items. Net
income and diluted earnings per share, on a comparable basis, exclude these
costs, charges and items. First quarter operating income on a comparable basis,
was $157.7 million or 14.4 percent of net sales, compared with $123.6 million
or
13.3 percent in the prior year period. First quarter net income and diluted
earnings per share on a comparable basis, increased 19 percent to $71.2 million
and 15 percent to $0.30, respectively.
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Constellation
Wines Results
For
the first quarter fiscal 2006, Constellation wines net sales totaled $750.6
million, up 23 percent driven by the Robert Mondavi acquisition and growth
in
branded wine, as well as a three percent favorable impact from currency.
Branded
wine net sales increased 36 percent to reach $495.4 million, driven by the
Robert Mondavi and Ruffino brands and eight percent growth in the base business,
including a three percent benefit from currency.
Net
sales of branded wine in the United States increased 54 percent, primarily
driven by the addition of Robert Mondavi and Ruffino brands, as well as new
product introductions such as Four Emus, Twin Fin, Monkey Bay and Kelly’s
Revenge.
Constellation’s
New Zealand portfolio is the most popular in the United States and demand for
New Zealand sauvignon blanc wine continues to be very strong. “New Zealand wines
such as Nobilo and Monkey Bay performed exceptionally well in the first quarter.
Our pacesetting investment in new world wine exemplifies our understanding
of,
and real insights into, consumer desires for fruit forward wines of distinction
including recently introduced products such as The Jibe,” said
Sands.
Additionally,
Blackstone, Alice White, Ravenswood and Hardys continued to show strong
marketplace performance in the quarter, as did Cook’s sparkling wine and the
company’s 3-liter Black Box premium product line.
Branded
wine net sales in Europe grew 13 percent, including a five percent benefit
from
currency, with strength coming from continuing demand for the
company’s portfolio of Australian, New Zealand and California wines.
Branded
wine net sales in Australasia were up 16 percent, including seven percent
from currency.
“With
the integration of Robert Mondavi essentially complete, we are now focused
on geographic expansion of brands in that portfolio to make them truly
international,” explained Sands. “We know there is substantial growth potential
for Robert Mondavi throughout Europe, and in other key markets around
the
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world,
which will be supported through the strength of our distribution capabilities,
as well as our knowledge of markets and sales and marketing acumen. We’re also
leveraging those same capabilities for Ruffino in the United
States.”
Unveiled
late in the first quarter for UK consumers, Robert Mondavi Woodbridge created
retailer excitement. With new packaging graphics, convenient closures and blends
created for regional tastes, the heritage of Robert Mondavi Woodbridge
California table wine has been embraced by retailers throughout the UK.
Scheduled for introduction during the latter portion of summer and fall months,
Robert Mondavi Woodbridge expands the iconic trademark and name synonymous
with
premium quality. This product line for continental Europe was also showcased
at
Vinexpo in Paris earlier this month.
Wholesale
and other net sales were up three percent for the quarter, including a four
percent benefit from currency.
Constellation
wines operating income for the first quarter totaled $96.0 million, a 42 percent
increase over the first quarter of fiscal 2005. This segment’s operating margin
for the quarter was 12.8 percent compared with 11.1 percent for the prior year,
reflecting the benefit of improved sales mix, driven by the addition of the
Robert Mondavi portfolio.
Constellation
Beers and Spirits Results
Net
sales for imported beers and spirits for the first quarter fiscal 2006 reached
$346.0 million, a nine percent increase over the prior year period. Imported
beer posted a 10 percent increase in net sales for the quarter due to volume
gains for the company’s Modelo, St. Pauli Girl and Tsingtao products.
“Our
Mexican beer portfolio significantly outperformed both the domestic and
imported beer categories,” stated Sands. “The portfolio showed strong
growth
despite a very competitive domestic beer market during the first quarter,
demonstrating the strength of brand positioning with consumers, retailers and
distributors.”
New
television
advertisements for Corona Extra and Corona Light recently began airing on
cable
and network stations nationally, which will keep these products top of mind
with
consumers, reinforce the brand’s differentiation and
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positioning,
while
maintaining growth momentum.
Total
spirits net sales for the first quarter increased eight percent. An increase
in
the company’s contract production services more than offset a three percent
decrease in branded spirits. Consumer demand for the company’s branded spirits
products grew 5.6 percent, year-to-date through May 15, based on Information
Resources Inc. (IRI) food and drug channel data, compared with prior year
results. The first quarter decrease in branded spirits was due primarily to
reduced shipments of tequila and timing of new product introductions, including
99 Oranges and Chi-Chi’s flavors in the first quarter of fiscal 2005. New
product introductions continue to focus on expansion of the company’s premium
spirits business which is a strategic objective.
“Ridgemont
Reserve 1792 is a wonderful example of our new product development in the
premium spirits category,” explained Sands. “This excellent, small batch,
eight-year-old, Kentucky bourbon will be available in 40 states by the end
of
August and we are encouraged by initial consumer acceptance. We are also very
optimistic about Effen Vodka, with distribution increasing and strong first
quarter sales.”
The
company is also rolling out a new premium single malt scotch (Balblair), in
addition to a new premium Canadian whiskey (Danfield’s).
Operating
income for Constellation beers and spirits totaled $76.0 million for the first
quarter, an increase of 12 percent over the prior year. This
segment’s operating margin for the quarter was 22.0 percent compared with 21.5
percent for the prior year.
Pro
Forma Net Sales
Pro
forma net sales for the quarter, which include $115.6 million of sales from
Robert Mondavi for the prior year first quarter, increased five percent,
including two percent from currency. Pro forma Constellation wines net sales
for
the quarter, increased three percent, including three percent from currency.
Pro
forma branded wine net sales for the quarter increased four percent, including
two percent from currency. The prior year first quarter net sales for Robert
Mondavi reflect a higher level of promotional activity throughout that period.
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Summary
“The
strength of
our portfolio, distribution reach, as well as our marketing and sales
capabilities, combined with our strategic vision, consumer insights, new product
development and disciplined approach to expanding our offerings, continue to
fuel our momentum along the path of true growth,” Sands stated.
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 second quarter ending Aug.
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
second quarter ended Aug. 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
exclude the impact of Statement of Financial Accounting Standards No. 123
(revised 2004) (“SFAS No. 123(R)”) “Share-Based Payment,” for which the adoption
date has been delayed. The company is now required to adopt SFAS No. 123(R)
for
interim periods beginning March 1, 2006. Reconciliations of reported information
to comparable information are included in this media release.
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Constellation
Brands Second Quarter and Fiscal Year 2006
Diluted
Earnings Per Share Outlook
Reported
Basis
|
Comparable
Basis
|
|||
FY06
Estimate
|
FY05
Actual
|
FY06
Estimate
|
FY05
Actual
|
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Second Quarter
Ending August
31
|
$0.35
-
$0.37
|
$0.35
|
$0.40
-
$0.42
|
$0.35
|
Fiscal
Year Ending February 28
|
$1.46
-
$1.52
|
$1.19
|
$1.55
-
$1.61
|
$1.35
|
Full-year guidance includes the following assumptions: |
· |
Consolidated
net sales growth in the mid-to-high-teens, including the benefit
of 10
additional months of Robert
Mondavi.
|
· |
Interest
expense in the range of $200-$210
million.
|
· |
Approximately
240 million weighted average diluted
shares.
|
· |
Cash
provided
by operating activities in the range of $380-$400
million.
|
· |
Capital
expenditures to approximate $140
million.
|
· |
Free
cash
flow in the range of $240-$260
million.
|
Common
Stock Splits
All
share and per
share amounts in this press release, including within the financial information,
reflect the effect of the company’s two-for-one stock splits of its Class A and
Class B common stock that were distributed in the form of stock dividends
on May
13, 2005 to stockholders of record on April 29, 2005.
Quarterly
Conference Call
A
conference call to discuss first quarter fiscal 2006 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, June 30, 2005
at
10:00 a.m. (eastern). The conference call can be accessed by dialing
+973-935-8505 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 will be available on the Internet at Constellation’s web site:
www.cbrands.com under “Investors,” prior to the call.
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Annual
Shareholders’ Meeting
The
Constellation
Brands annual shareholders’ meeting is scheduled to be held on Thursday, July
28, beginning at 11:00 a.m. (eastern), at the Rochester Riverside Convention
Center, 123 East Main Street, Rochester, N.Y.
Explanations
Net
income and
diluted earnings per share on a comparable basis exclude acquisition-related
integration costs, restructuring and related charges and unusual items. Pro
forma net sales give effect to the Robert Mondavi acquisition as if the company
had owned Robert Mondavi in the same period 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 the comparable basis measures in evaluating results from continuing
operations.
“Free
cash flow” as
used by the company means the company’s net cash flow from operating activities
prepared in accordance with generally accepted accounting principles in the
U.S.
less capital expenditures for property, plant and equipment. The company
discusses free cash flow, which is considered a liquidity measure, to give
investors useful information about the amount of cash generated after such
capital expenditures, which can then be used, after required debt service
and
dividend payments, for other general corporate purposes.
Tables
reconciling
the above 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 information. The company’s measure of segment profitability excludes
acquisition-related integration costs, restructuring and related charges
and
unusual items, which is consistent with the measure used by management to
evaluate results.
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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
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 Robert Mondavi
Winery
brands. For additional information about Constellation Brands, as well as
its
product portfolio, visit the company’s Web site at www.cbrands.com.
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
August 18, 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
August
18, 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. Any projections of
future
results of operations, and in particular, (i) the company’s estimated diluted
earnings per share on a reported basis for second quarter 2006 and fiscal
2006,
and (ii) the company’s estimated diluted earnings per share on a comparable
basis for second 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 and uncertainties of ordinary business operations, the
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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. 28, 2005.
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CONSTELLATION
BRANDS, INC. AND SUBSIDIARIES
|
|||||||
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|||||||
(in
thousands)
|
|||||||
May
31, 2005
|
February
28, 2005
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash investments
|
$
|
19,184
|
$
|
17,635
|
|||
Accounts
receivable, net
|
822,223
|
849,642
|
|||||
Inventories
|
1,666,159
|
1,607,735
|
|||||
Prepaid
expenses and other
|
211,572
|
259,023
|
|||||
Total
current assets
|
2,719,138
|
2,734,035
|
|||||
PROPERTY,
PLANT AND EQUIPMENT, net
|
1,449,512
|
1,596,367
|
|||||
GOODWILL
|
2,118,576
|
2,182,669
|
|||||
INTANGIBLE
ASSETS, net
|
929,150
|
945,650
|
|||||
OTHER
ASSETS, net
|
285,068
|
345,451
|
|||||
Total
assets
|
$
|
7,501,444
|
$
|
7,804,172
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Notes
payable to banks
|
$
|
62,607
|
$
|
16,475
|
|||
Current
maturities of long-term debt
|
67,888
|
68,094
|
|||||
Accounts
payable
|
387,177
|
345,254
|
|||||
Accrued
excise taxes
|
58,997
|
74,356
|
|||||
Other
accrued expenses and liabilities
|
557,161
|
633,908
|
|||||
Total
current liabilities
|
1,133,830
|
1,138,087
|
|||||
LONG-TERM
DEBT, less current maturities
|
2,968,792
|
3,204,707
|
|||||
DEFERRED
INCOME TAXES
|
382,055
|
389,886
|
|||||
OTHER
LIABILITIES
|
274,557
|
291,579
|
|||||
STOCKHOLDERS'
EQUITY
|
2,742,210
|
2,779,913
|
|||||
Total
liabilities and stockholders' equity
|
$
|
7,501,444
|
$
|
7,804,172
|
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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
|
||||||||
May
31, 2005
|
May
31, 2004
|
Change
|
||||||||
Sales
|
$
|
1,366,309
|
$
|
1,174,315
|
16
|
%
|
||||
Excise
taxes
|
(269,774
|
)
|
(247,010
|
)
|
9
|
%
|
||||
Net
sales
|
1,096,535
|
927,305
|
18
|
%
|
||||||
Cost
of
product sold
|
(790,529
|
)
|
(676,843
|
)
|
17
|
%
|
||||
Gross
profit
|
306,006
|
250,462
|
22
|
%
|
||||||
Selling,
general and administrative expenses
|
(157,864
|
)
|
(138,428
|
)
|
14
|
%
|
||||
Acquisition-related
integration costs
|
(6,439
|
)
|
-
|
N/
|
A | |||||
Restructuring
and related charges
|
(1,880
|
)
|
(1,613
|
)
|
17
|
%
|
||||
Operating
income
|
139,823
|
110,421
|
27
|
%
|
||||||
Equity
in
(loss) earnings of equity method investees
|
(542
|
)
|
62
|
-974
|
%
|
|||||
Interest
expense, net
|
(47,295
|
)
|
(30,281
|
)
|
56
|
%
|
||||
Income
before
income taxes
|
91,986
|
80,202
|
15
|
%
|
||||||
Provision
for
income taxes
|
(16,287
|
)
|
(28,873
|
)
|
-44
|
%
|
||||
Net
income
|
75,699
|
51,329
|
47
|
%
|
||||||
Dividends
on
preferred stock
|
(2,451
|
)
|
(2,451
|
)
|
0
|
%
|
||||
Income
available to common stockholders
|
$
|
73,248
|
$
|
48,878
|
50
|
%
|
||||
Earnings
per
common share:
|
||||||||||
Basic
- Class
A Common Stock
|
$
|
0.34
|
$
|
0.23
|
48
|
%
|
||||
Basic
- Class
B Common Stock
|
$
|
0.31
|
$
|
0.21
|
48
|
%
|
||||
Diluted
|
$
|
0.32
|
$
|
0.22
|
45
|
%
|
||||
Weighted
average common shares outstanding:
|
||||||||||
Basic
- Class
A Common Stock
|
195,567
|
189,440
|
3
|
%
|
||||||
Basic
- Class
B Common Stock
|
23,955
|
24,117
|
-1
|
%
|
||||||
Diluted
|
238,154
|
230,123
|
3
|
%
|
||||||
Segment
Information:
|
||||||||||
Net
sales:
|
||||||||||
Constellation
Wines
|
||||||||||
Branded
wine
|
$
|
495,356
|
$
|
363,883
|
36
|
%
|
||||
Wholesale
and
other
|
255,227
|
247,235
|
3
|
%
|
||||||
Net
sales
|
$
|
750,583
|
$
|
611,118
|
23
|
%
|
||||
Constellation
Beers and Spirits
|
||||||||||
Imported
beers
|
$
|
260,433
|
$
|
236,896
|
10
|
%
|
||||
Spirits
|
85,519
|
79,291
|
8
|
%
|
||||||
Net
sales
|
$
|
345,952
|
$
|
316,187
|
9
|
%
|
||||
Consolidated
net sales
|
$
|
1,096,535
|
$
|
927,305
|
18
|
%
|
||||
Operating
income:
|
||||||||||
Constellation
Wines
|
$
|
95,993
|
$
|
67,659
|
42
|
%
|
||||
Constellation
Beers and Spirits
|
75,990
|
67,852
|
12
|
%
|
||||||
Corporate
Operations and Other
|
(14,293
|
)
|
(11,869
|
)
|
20
|
%
|
||||
Acquisition-related
integration costs, restructuring and
related charges, and unusual costs (a)
|
(17,867
|
)
|
(13,221
|
)
|
35
|
%
|
||||
Consolidated
operating income
|
$
|
139,823
|
$
|
110,421
|
27
|
%
|
||||
(a)
Acquisition-related integration costs, restructuring and related
charges,
and unusual costs for First Quarter 2006 include the flow
through
of adverse grape cost of $7,520, acquisition-related integration
costs of
$6,439, the flow through of inventory step-up of $2,028, and restructuring
and related charges of $1,880 associated primarily with the Robert
Mondavi
acquisition. Acquisition-related integration costs, restructuring
and
related charges, and unusual costs for First Quarter 2005 include
financing costs associated with the Company's redemption of senior
notes
of $10,313, restructuring and related charges associated with the
Company's further realignment of business operations within the Company's
wine segment of $1,613, and the flow through of inventory step-up
associated with the Hardy acquisition of
$1,295.
|
- 13
-
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|||||||
(in
thousands)
|
|||||||
For
the Three
|
For
the Three
|
||||||
Months
Ended
|
Months
Ended
|
||||||
May
31, 2005
|
May
31, 2004
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
income
|
$
|
75,699
|
$
|
51,329
|
|||
Adjustments
to reconcile net income to net cash provided by
(used
in) operating activities:
|
|||||||
Proceeds
from settlement of interest rate swap contracts
|
30,269
|
-
|
|||||
Depreciation
of property, plant and equipment
|
27,506
|
21,194
|
|||||
Deferred
tax provision
|
13,456
|
6,259
|
|||||
Amortization
of intangible and other assets
|
1,773
|
3,061
|
|||||
Loss
on disposal of assets
|
1,401
|
693
|
|||||
Equity
in loss (earnings) of equity method investees
|
542
|
(62
|
)
|
||||
Stock-based
compensation expense
|
25
|
25
|
|||||
Amortization
of discount on long-term debt
|
20
|
13
|
|||||
Noncash
portion of loss on extinguishment of debt
|
-
|
1,799
|
|||||
Change
in operating assets and liabilities, net of effects
from
purchases and sales of businesses:
|
|||||||
Accounts
receivable, net
|
8,531
|
(85,132
|
)
|
||||
Inventories
|
(112,969
|
)
|
(113,885
|
)
|
|||
Prepaid
expenses and other current assets
|
(3,651
|
)
|
12,566
|
||||
Accounts
payable
|
70,089
|
112,745
|
|||||
Accrued
excise taxes
|
(14,033
|
)
|
7,449
|
||||
Other
accrued expenses and liabilities
|
(35,655
|
)
|
(56,971
|
)
|
|||
Other,
net
|
(2,977
|
)
|
(7,541
|
)
|
|||
Total
adjustments
|
(15,673
|
)
|
(97,787
|
)
|
|||
Net
cash provided by (used in) operating activities
|
60,026
|
(46,458
|
)
|
||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Purchases
of property, plant and equipment
|
(31,840
|
)
|
(22,113
|
)
|
|||
Investment
in equity method investee
|
(2,286
|
)
|
-
|
||||
Payment
of accrued earn-out amount
|
(1,648
|
)
|
(1,338
|
)
|
|||
Proceeds
from sale of assets
|
92,776
|
445
|
|||||
Proceeds
from sale of equity method investment
|
35,171
|
-
|
|||||
Proceeds
from sale of businesses
|
17,861
|
-
|
|||||
Net
cash provided by (used in) investing activities
|
110,034
|
(23,006
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Principal
payments of long-term debt
|
(219,540
|
)
|
(217,204
|
)
|
|||
Payment
of preferred stock dividends
|
(2,451
|
)
|
(2,451
|
)
|
|||
Net
proceeds from notes payable
|
46,320
|
265,891
|
|||||
Exercise
of employee stock options
|
8,674
|
5,814
|
|||||
Proceeds
from employee stock purchases
|
31
|
1
|
|||||
Net
cash (used in) provided by financing activities
|
(166,966
|
)
|
52,051
|
||||
Effect
of exchange rate changes on cash and cash investments
|
(1,545
|
)
|
(8,280
|
)
|
|||
NET
INCREASE (DECREASE) IN CASH AND CASH INVESTMENTS
|
1,549
|
(25,693
|
)
|
||||
CASH
AND CASH INVESTMENTS, beginning of period
|
17,635
|
37,136
|
|||||
CASH
AND CASH INVESTMENTS, end of period
|
$
|
19,184
|
$
|
11,443
|
- 14
-
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 following items, when appropriate, are excluded
from comparable results: the flow through of adverse
grape cost
associated with the Robert Mondavi acquisition; the flow through
of
inventory step-up associated with acquisitions and investments
in equity
method investees; financing costs associated with the Company's
redemption
of senior notes and repayment of the Company's prior credit agreement;
due
diligence costs associated with the Company's evaluation of a
potential offer for Allied Domecq; net gain on the sale
of
non-strategic assets; gain on transaction
termination; acquisition-related integration costs associated
with
the Robert Mondavi acquisition; restructuring and related charges
associated with the Company's further realignment of business operations
within the Company's wine segment and the Robert Mondavi acquisition;
and
the income tax adjustment in connection with the reversal of an
income tax
accrual related to the completion of various income tax examinations.
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
|
||||||||||||
Months
Ended
|
Months
Ended
|
||||||||||||
May
31, 2005
|
Margin
|
May
31, 2004
|
Margin
|
||||||||||
Reported
net
sales
|
$
|
1,096,535
|
100.0
|
%
|
$
|
927,305
|
100.0
|
%
|
|||||
Reported
gross
profit
|
$
|
306,006
|
27.9
|
%
|
$
|
250,462
|
27.0
|
%
|
|||||
Adverse
grape
cost
|
7,520
|
0.7
|
%
|
-
|
0.0
|
%
|
|||||||
Inventory
step-up
|
2,028
|
0.2
|
%
|
1,295
|
0.1
|
%
|
|||||||
Comparable
gross profit
|
$
|
315,554
|
28.8
|
%
|
$
|
251,757
|
27.1
|
%
|
|||||
Reported
operating income
|
$
|
139,823
|
12.8
|
%
|
$
|
110,421
|
11.9
|
%
|
|||||
Adverse
grape
cost
|
7,520
|
0.7
|
%
|
-
|
0.0
|
%
|
|||||||
Acquisition-related
integration costs
|
6,439
|
0.6
|
%
|
-
|
0.0
|
%
|
|||||||
Inventory
step-up
|
2,028
|
0.2
|
%
|
1,295
|
0.1
|
%
|
|||||||
Restructuring
and related charges
|
1,880
|
0.2
|
%
|
1,613
|
0.2
|
%
|
|||||||
Financing
costs
|
-
|
0.0
|
%
|
10,313
|
1.1
|
%
|
|||||||
Comparable
operating income
|
$
|
157,690
|
14.4
|
%
|
$
|
123,642
|
13.3
|
%
|
|||||
Reported
net
income
|
$
|
75,699
|
6.9
|
%
|
$
|
51,329
|
5.5
|
%
|
|||||
Income
tax
adjustment
|
(16,208
|
)
|
-1.5
|
%
|
-
|
0.0
|
%
|
||||||
Adverse
grape
cost
|
4,595
|
0.4
|
%
|
-
|
0.0
|
%
|
|||||||
Acquisition-related
integration costs
|
3,934
|
0.4
|
%
|
-
|
0.0
|
%
|
|||||||
Inventory
step-up
|
2,071
|
0.2
|
%
|
829
|
0.1
|
%
|
|||||||
Restructuring
and related charges
|
1,149
|
0.1
|
%
|
1,032
|
0.1
|
%
|
|||||||
Financing
costs
|
-
|
0.0
|
%
|
6,601
|
0.7
|
%
|
|||||||
Comparable
net
income
|
$
|
71,240
|
6.5
|
%
|
$
|
59,791
|
6.4
|
%
|
|||||
Reported
diluted earnings per share
|
$
|
0.32
|
$
|
0.22
|
|||||||||
Income
tax
adjustment
|
(0.07
|
)
|
-
|
||||||||||
Adverse
grape
cost
|
0.02
|
-
|
|||||||||||
Acquisition-related
integration costs
|
0.02
|
-
|
|||||||||||
Inventory
step-up
|
0.01
|
-
|
|||||||||||
Restructuring
and related charges
|
-
|
-
|
|||||||||||
Financing
costs
|
-
|
0.03
|
|||||||||||
Comparable
diluted earnings per share (1)
|
$
|
0.30
|
$
|
0.26
|
|||||||||
(1)
May not sum due to rounding as each item is computed
independently.
|
- 15
-
RECONCILIATION
OF REPORTED 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 May 31, 2004, present net
sales after
giving effect to the Robert Mondavi acquisition as if it had occurred
as
of March 1, 2004. 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
|
|||||||||
Months
Ended
|
Months
Ended
|
|||||||||
May
31, 2005
|
May
31, 2004
|
Growth
|
||||||||
CONSOLIDATED
NET SALES
|
||||||||||
Reported
net
sales
|
$
|
1,096,535
|
$
|
927,305
|
18
|
%
|
||||
Prior
year
Robert Mondavi net sales (1)
|
-
|
115,600
|
||||||||
Pro
forma net
sales
|
$
|
1,096,535
|
$
|
1,042,905
|
5
|
%
|
||||
CONSTELLATION
WINES SEGMENT NET SALES
|
||||||||||
Reported
net
sales
|
$
|
750,583
|
$
|
611,118
|
23
|
%
|
||||
Prior
year
Robert Mondavi net sales (1)
|
-
|
115,600
|
||||||||
Pro
forma net
sales
|
$
|
750,583
|
$
|
726,718
|
3
|
%
|
||||
BRANDED
WINE NET SALES
|
||||||||||
Reported
net
sales
|
$
|
495,356
|
$
|
363,883
|
36
|
%
|
||||
Prior
year
Robert Mondavi net sales (1)
|
-
|
114,600
|
||||||||
Pro
forma net
sales
|
$
|
495,356
|
$
|
478,483
|
4
|
%
|
||||
(1)
For the period March 1, 2004, through May 31, 2004.
|
||||||||||
- 16
-
RECONCILIATION
OF REPORTED AND COMPARABLE DILUTED EARNINGS PER SHARE GUIDANCE
|
|||||||||||||
Range
for the Quarter
Ending
August 31, 2005
|
Range
for the Year
Ending
February 28, 2006
|
||||||||||||
Forecasted
reported diluted earnings per share
|
$
|
0.35
|
$
|
0.37
|
$
|
1.46
|
$
|
1.52
|
|||||
Adverse
grape
cost
|
0.02
|
0.02
|
0.07
|
0.07
|
|||||||||
Income
tax
adjustment
|
-
|
-
|
(0.07
|
)
|
(0.07
|
)
|
|||||||
Allied
Domecq
due diligence costs
|
0.01
|
0.01
|
0.01
|
0.01
|
|||||||||
Acquisition-related
integration costs
|
0.01
|
0.01
|
0.03
|
0.03
|
|||||||||
Restructuring
and related charges
|
-
|
-
|
0.01
|
0.01
|
|||||||||
Inventory
step-up
|
0.01
|
0.01
|
0.04
|
0.04
|
|||||||||
Forecasted
comparable diluted earnings per share
|
$
|
0.40
|
$
|
0.42
|
$
|
1.55
|
$
|
1.61
|
|||||
|
|
Actual
For
the Three
Months
Ended
August
31, 2004
|
|
|
|
|
Actual
For
the Year Ended
February
28, 2005
|
|
|||||
Reported
diluted earnings per share
|
$
|
0.35
|
$
|
1.19
|
|||||||||
Financing
costs
|
-
|
0.09
|
|||||||||||
Adverse
grape
cost
|
-
|
0.03
|
|||||||||||
Acquisition-related
integration costs
|
-
|
0.03
|
|||||||||||
Restructuring
and related charges
|
-
|
0.02
|
|||||||||||
Inventory
step-up
|
-
|
0.02
|
|||||||||||
Net
gain on
sale of non-strategic assets
|
-
|
(0.01
|
)
|
||||||||||
Gain
on
transaction termination fee
|
-
|
(0.01
|
)
|
||||||||||
Comparable
diluted earnings per share (1)
|
$
|
0.35
|
$
|
1.35
|
|||||||||
(1)
May not sum due to rounding as each item is computed
independently.
|
RECONCILIATION
OF FREE CASH FLOW GUIDANCE
|
|||||
(in
millions)
|
|||||
"Free
cash
flow" as used by the Company means the Company's net cash flow
from
operating activities prepared in accordance with generally accepted
accounting principles in the U.S. ("GAAP") less capital expenditures
for
property, plant and equipment. Free cash flow is considered a liquidity
measure and provides useful information to investors about the
amount of
cash generated after such capital expenditures, which can then
be used,
after required debt service and dividend payments, for other general
corporate purposes. A limitation of free cash flow is that it does
not
represent the total increase or decrease in the cash balance for
the
period. Free cash flow should be considered in addition to, not
as a
substitute for, or superior to, cash flow from operating activities
prepared in accordance with GAAP.
|
Range
for the Year
Ending
February 28, 2006
|
|||||||
Net
cash
provided by operating activities
|
$
|
380
|
$
|
400
|
|||
Purchases
of
property, plant and equipment
|
(140
|
)
|
(140
|
)
|
|||
Free
cash
flow
|
$
|
240
|
$
|
260
|
- 17
-
ATTACHMENTS
TO CONSTELLATION BRANDS FIRST QUARTER FISCAL 2006 MEDIA
RELEASE
ITEMS
AFFECTING COMPARABILITY FOR FISCAL 2006
Restructuring
and related charges
- The company
expects to record restructuring and related charges, primarily associated
with
the Robert Mondavi acquisition of $0.01 per share for fiscal 2006.
Acquisition-related
integration costs -
The company
recorded acquisition-related integration costs of $0.02 per share in the
first
quarter of fiscal 2006. The company estimates acquisition-related integration
costs to be $0.01 per share for the second quarter of fiscal 2006 and $0.03
per
share for fiscal 2006.
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 flow through
of inventory step-up related to the Robert Mondavi acquisition had a negative
impact of $0.01 per share in the first quarter of fiscal 2006. The impact
of the
flow through of inventory step-up is expected to be $0.01 per share for the
second quarter of fiscal 2006, and $0.04 per share for fiscal 2006.
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 then 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 is
referred to by
the company as the “adverse grape cost.” The adverse grape cost totaled $0.02
per share for the first quarter of fiscal 2006, and is expected to total
$0.02
per share and $0.07 per share for the second quarter of fiscal 2006 and fiscal
2006, respectively.
Income
tax
adjustment - During
the first
quarter of fiscal 2006, the company recorded a benefit of $0.07 per share
for
the reversal of an income tax accrual related to the completion of various
income tax examinations.
Allied
Domecq due diligence costs - During
the second
quarter of fiscal 2006, the company expects to recognize $0.01 per share
for
professional service fees incurred for due diligence associated with its
evaluation of a potential offer for Allied Domecq.
- 18
-
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 $0.03 per share 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 $0.06 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 $0.09 per share in fiscal 2005.
Restructuring
and related charges
- In connection
with the 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 for fiscal 2005.
Acquisition-related
integration costs -
As a result of
the Robert Mondavi acquisition, the company recorded acquisition-related
integration cost of $0.03 per share for fiscal 2005.
Inventory
step-up
- The flow through
of inventory step-up for the Hardy and Robert Mondavi acquisitions had a
negative impact of $0.02 per share for fiscal 2005.
Adverse
grape cost -
The adverse grape
cost totaled $0.03 per share for 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 $0.01
per
share on these sales.
Gain
on
transaction termination fee - In
the fourth
quarter of fiscal 2005, the company recognized a gain of $0.01 per share
related
to the receipt of a payment associated with the termination of a previously
announced potential fine wine joint venture.
#
#
#