EXHIBIT 99.1
Published on October 6, 2005
[LOGO]
CONSTELLATION
NEWS
RELEASE
CONTACTS:
|
|
Media
|
Investor
Relations
|
Mike
Martin -
585-218-3669
|
Lisa
Schnorr
- 585-218-3677
|
Kevin
Harwood
- 585-218-3666
|
Bob
Czudak -
585-218-3668
|
Constellation
Brands Reports Record Second Quarter
Net
Sales;
Results In Line With Expectations
HIGHLIGHTS
· |
Net
sales of $1.2 billion, up 15% over prior
year
|
· |
Reported
net income up 2% to $82.4
million
|
· |
Reported
diluted EPS of $0.34 compared with $0.35 for the prior
year
|
· |
Comparable
basis net income up 20% to $98.1
million
|
· |
Comparable
basis diluted EPS up 17% to
$0.41
|
· |
Net
sales for wines segment up
19%
|
· |
Net
sales for imported beers up
9%
|
· |
Net
sales for spirits up 2%
|
· |
Company
updates fiscal year 2006 EPS guidance, provides third quarter EPS
guidance
|
FAIRPORT,
N.Y., Oct. 6, 2005
- Constellation
Brands, Inc. (NYSE: STZ, ASX: CBR), a leading international producer and
marketer of beverage alcohol, today reported net sales of $1.2 billion for
the
second quarter of fiscal 2006, up 15 percent over prior year.
“Strong
performance
by our U.S. branded wine and imported beers businesses, together with the
addition of Robert Mondavi brands, resulted in another solid quarter of
financial performance,” stated Richard Sands, Constellation Brands chairman and
chief executive officer.
Net
sales for the
second quarter of fiscal 2006 included $110.2 million
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more
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from
sales of
brands from the December 2004 acquisition of The Robert Mondavi Corporation
(“Robert Mondavi”) and $11.8 million from sales of Ruffino brands. In December
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
three
percent. “While this growth was a little lower than expected, it reflects
tougher trading conditions in the U.K. market, impacting both our U.K. wholesale
and branded business,” stated Sands. “We are addressing this by focusing on
margin improvements in other areas of our business.”
Operating
income,
as reported under generally accepted accounting principles (“reported”), totaled
$174.2 million, for the second quarter of fiscal 2006, or 14.6 percent of net
sales, compared with $156.2 million or 15.1 percent of net sales for the second
quarter of fiscal 2005. Reported net income for the second quarter increased
two
percent to $82.4 million, while diluted earnings per share for the second
quarter totaled $0.34 compared with $0.35 for the prior year second quarter.
Second quarter fiscal 2006 diluted earnings per share were impacted by
additional shares outstanding.
Second
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. Second quarter operating income, on a comparable basis, was $197.0
million or 16.5 percent of net sales, compared with $158.3 million or 15.3
percent for the prior year period. Second quarter net income and diluted
earnings per share, on a comparable basis, increased 20 percent to $98.1 million
and 17 percent to $0.41, respectively.
“We
are pleased by
the excellent operating margin expansion in the quarter,” stated Sands. “The
margin expansion and solid bottom line performance were driven by true growth
in
the right categories, and demonstrates
the
benefits of our diversified product portfolio and geographic
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markets.”
Constellation
Wines Results
For
the second
quarter fiscal 2006, Constellation wines net sales totaled $800.2 million,
up 19
percent.
Branded
wine net
sales increased 35 percent to reach $556.4 million, driven by the Robert Mondavi
and Ruffino brands and five percent growth in the base business, including
a one
percent benefit from currency.
Net
sales of
branded wine in the United States increased 59
percent, primarily
driven by the addition of Robert Mondavi and Ruffino brands. “The integration of
these premium brands into our U.S. marketing and selling infrastructure is
complete,” said Sands, who added, “As a result, we experienced robust
marketplace trends as the Woodbridge, Robert Mondavi Private Selection, Robert
Mondavi Winery and Ruffino brands generated solid volume gains during the last
12-week reporting period through Sept. 4, 2005, based on Information Resources,
Inc.’s (IRI) food and drug channel data, compared with prior year
results.”
The
Icon Estates
(formerly Franciscan Estates) portfolio, together with new products from
Constellation Wine U.S., including Monkey Bay and Twin Fin, also
contributed to growth in the quarter.
“Monkey
Bay
Sauvignon Blanc is currently the top selling branded wine from New Zealand
according to IRI data and our Twin Fin family of varietals epitomizing the
California lifestyle has become the top-selling brand of all new wines
introduced to date in calendar year 2005,” stated Sands. “These brands have been
embraced by consumers and retailers. Their success, together with other new
offerings such as Four Emus and Kelly’s Revenge from Australia, demonstrates the
strength of our winemaking, selling and marketing teams’ ability to produce
concept wines that appeal to consumers’ demand for fun-loving, fruit-forward
wines of quality that fit their lifestyle.”
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Continued
growth in
Blackstone, Ravenswood, Simi, Estancia and other brands in the portfolio
reflects the ongoing consumer trend of trading up to premium, super-premium
and
fine wine brands in the marketplace.
Branded
wine net
sales in Europe were flat, including a two percent negative impact from
currency. On a constant currency basis,
branded wine
net sales in Europe grew two percent, reflecting intensely competitive and
challenging market conditions in the U.K.
“By
leveraging our
leadership position, our branded wine volume in the U.K. continues to grow
and we
are
strengthening our relationships with major retailers as we navigate through
this
dynamic retail environment,” said Sands. “Robert Mondavi Woodbridge landed on
the shelves of major U.K. retailers at the end of August, and while the rollout
is still underway, early marketplace feedback has been positive and we are
enthusiastic about the potential for this brand as we head into the key holiday
selling season. Additionally, our growth in mainland Europe continues to be
strong.”
Branded
wine net
sales in Australasia were down one percent, including a seven percent benefit
from currency. Year over year sales comparisons were impacted by timing of
shipments. Based on ACNielsen data for the second quarter of fiscal 2006, the
company’s portfolio continues to grow in the Australian off-premise channel,
while maintaining its leadership position in a competitive retail environment.
Wholesale
and other
net sales decreased six percent for the quarter, including a two percent
negative impact from currency. Slight growth in the U.K. wholesale business
was
more than offset by a reduction in net sales of cider, bottled water and the
divested commodity concentrate business.
Constellation
wines
operating income for the quarter totaled $123.7 million, a 41 percent increase
over the second quarter of fiscal 2005. Segment operating margin for the quarter
was 15.5 percent compared with 13.1 percent
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for
the prior year,
reflecting the benefit of improved sales mix, due in part to the addition of
the
Robert Mondavi portfolio and improved pricing in the U.S. popular wine
portfolio.
Earlier
this week,
Constellation Wines U.S. initiated a program to consolidate certain west coast
production processes through a combination of investment in new assets,
reconfiguration of certain existing assets and a small reduction in personnel.
This will result in greater asset utilization and increased efficiencies while
reducing ongoing operating costs. This program is expected to be substantially
complete
by early
fiscal
2007.
Constellation
Beers and Spirits Results
Net
sales for
Constellation beers
and spirits
for the second quarter fiscal 2006 reached $391.7 million, a seven percent
increase over the prior year period. Imported beers posted a nine percent
increase in net sales for the quarter due to volume gains for the company’s
Modelo, St. Pauli Girl and Tsingtao products.
“Our
premium beer
portfolio significantly outperformed the category in the quarter and showed
strong growth in a competitive market as consumers continued to trade up,”
explained Sands. “We continue to see Corona’s brand equity increase with
consumers, retailers and distributors as the result of an incredibly effective
marketing effort anchored by a lifestyle advertising campaign message that’s
remained as consistent as the quality of Corona for many years.”
Total
spirits net
sales for the second quarter increased two percent on flat branded spirits
net
sales and an increase in the company’s contract production services. Led by
Black Velvet Canadian Whisky, the company’s branded spirits products grew
approximately two
percent,
calendar
year-to-date through Sept. 4, 2005, based on IRI food and drug channel data,
compared with prior year results.
“On
August 1, we
began importing and marketing Meukow Cognac, a premium product line in the
U.S.,” said Sands. “Like Effen Vodka, Meukow is a small,
yet growing
brand that supports our strategy to invest in premium spirits
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brands
in growing
categories. We believe our U.S. distribution capabilities will accelerate the
growth of this award-winning brand. Effen and Meukow join new product rollouts
underway for Balblair single-malt scotch and Danfield’s Canadian Whisky, while
the rollout for Ridgemont Reserve 1792 Kentucky Bourbon, introduced late last
year, is nearly complete. All of these are examples of our focus on expanding
Constellation Brands’ premium spirits portfolio and generating additional true
growth.”
Operating
income
for Constellation beers and spirits totaled $87.6 million for the second
quarter, an increase of five percent over the prior year. This segment’s
operating margin for the quarter was 22.4 percent compared with 22.9 percent
for
the prior year, reflecting a higher growth rate for beer, which has a lower
operating margin than spirits.
Pro
Forma
Net Sales
For
the quarter,
pro forma net sales, which include $103.8 million of sales from Robert Mondavi
for the prior year second quarter, increased four percent. Pro forma branded
wine net sales for the quarter increased eight percent,
including a one
percent benefit from currency.
The robust second
quarter performance for the Robert Mondavi portfolio reflects renewed focus
on
brand-building.
Summary
“During
the second
quarter of our fiscal 2006 the price of petroleum products moved into uncharted
territory, tragic and senseless terrorist attacks rocked London and Hurricane
Katrina ravaged the U.S. Gulf Coast. Our hearts go out to those impacted by
these adversities. While these current events could have
become
distractions, Constellation’s 8,500 employees around the world remained focused
on delivering results and additional true growth opportunities to increase
shareholder value,” stated Sands. “We believe that in turbulent times the best
course is always a steady one.”
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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 third quarter ending Nov. 30,
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
third
quarter ended Nov. 30, 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) “Share-Based Payment,” which the company is required to adopt for
interim periods beginning March 1, 2006. Reconciliations of reported information
to comparable information are included in this media release.
Constellation
Brands Third Quarter and Fiscal Year 2006
Diluted
Earnings Per Share Outlook
Reported
Basis
|
Comparable
Basis
|
|||
FY06
Estimate
|
FY05
Actual
|
FY06
Estimate
|
FY05
Actual
|
|
Third
Quarter Ending Nov. 30
|
$0.40
-
$0.43
|
$0.42
|
$0.48
-
$0.51
|
$0.42
|
Fiscal
Year Ending Feb. 28
|
$1.39
-
$1.43
|
$1.19
|
$1.56
-
$1.60
|
$1.35
|
Full-year
guidance
includes the following assumptions:
· |
Consolidated
net sales growth in the mid-teens, including the benefit of 10 additional
months of Robert Mondavi.
|
· |
Interest
expense in the range of $190-$195
million.
|
· |
Tax
rate of
approximately 33 percent on a reported basis, which includes a benefit
of
three percent as a result of adjustments to income tax accruals in
connection with the completion of various income tax examinations,
and 36
percent on a comparable basis, which excludes the aforementioned
three
percent
benefit.
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· |
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.
|
· |
Debt
of
approximately $2.9 billion at Feb. 28,
2006.
|
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 second 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, Oct. 6, 2005 at 5:00 p.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.
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.
Tables
reconciling
the above measures, as well as other related financial measures to reported
results are included in this release. For a detailed
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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.
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 Nov. 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
Nov. 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.
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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 third quarter 2006 and fiscal
2006, and (ii) the company’s estimated diluted earnings per share on a
comparable basis for third 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
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)
|
|||||||
August
31,
2005
|
February
28,
2005
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash
investments
|
$
|
18,667
|
$
|
17,635
|
|||
Accounts
receivable, net
|
890,639
|
849,642
|
|||||
Inventories
|
1,615,571
|
1,607,735
|
|||||
Prepaid
expenses and other
|
209,629
|
259,023
|
|||||
Total
current
assets
|
2,734,506
|
2,734,035
|
|||||
PROPERTY,
PLANT AND EQUIPMENT, net
|
1,439,735
|
1,596,367
|
|||||
GOODWILL
|
2,174,225
|
2,182,669
|
|||||
INTANGIBLE
ASSETS, net
|
886,983
|
945,650
|
|||||
OTHER
ASSETS,
net
|
227,924
|
345,451
|
|||||
Total
assets
|
$
|
7,463,373
|
$
|
7,804,172
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Notes
payable
to banks
|
$
|
71,509
|
$
|
16,475
|
|||
Current
maturities of long-term debt
|
213,358
|
68,094
|
|||||
Accounts
payable
|
362,084
|
345,254
|
|||||
Accrued
excise taxes
|
70,702
|
74,356
|
|||||
Other
accrued
expenses and liabilities
|
589,285
|
633,908
|
|||||
Total
current
liabilities
|
1,306,938
|
1,138,087
|
|||||
LONG-TERM
DEBT, less current maturities
|
2,704,467
|
3,204,707
|
|||||
DEFERRED
INCOME TAXES
|
356,238
|
389,886
|
|||||
OTHER
LIABILITIES
|
261,711
|
291,579
|
|||||
STOCKHOLDERS'
EQUITY
|
2,834,019
|
2,779,913
|
|||||
Total
liabilities and stockholders' equity
|
$
|
7,463,373
|
$
|
7,804,172
|
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12
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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
|
||||||||
August
31,
2005
|
August
31,
2004
|
Change
|
||||||||
Sales
|
$
|
1,468,665
|
$
|
1,300,242
|
13
|
%
|
||||
Excise
taxes
|
(276,706
|
)
|
(263,301
|
)
|
5
|
%
|
||||
Net
sales
|
1,191,959
|
1,036,941
|
15
|
%
|
||||||
Cost
of
product sold
|
(843,959
|
)
|
(747,258
|
)
|
13
|
%
|
||||
Gross
profit
|
348,000
|
289,683
|
20
|
%
|
||||||
Selling,
general and administrative expenses
|
(163,717
|
)
|
(132,355
|
)
|
24
|
%
|
||||
Acquisition-related
integration costs
|
(7,824
|
)
|
-
|
N/A
|
||||||
Restructuring
and related charges
|
(2,262
|
)
|
(1,169
|
)
|
93
|
%
|
||||
Operating
income
|
174,197
|
156,159
|
12
|
%
|
||||||
Equity
in
(loss) earnings of equity method investees
|
(254
|
)
|
200
|
-227
|
%
|
|||||
Interest
expense, net
|
(46,885
|
)
|
(30,400
|
)
|
54
|
%
|
||||
Income
before
income taxes
|
127,058
|
125,959
|
1
|
%
|
||||||
Provision
for
income taxes
|
(44,638
|
)
|
(45,345
|
)
|
-2
|
%
|
||||
Net
income
|
82,420
|
80,614
|
2
|
%
|
||||||
Dividends
on
preferred stock
|
(2,451
|
)
|
(2,451
|
)
|
0
|
%
|
||||
Income
available to common stockholders
|
$
|
79,969
|
$
|
78,163
|
2
|
%
|
||||
Earnings
per
common share:
|
||||||||||
Basic
- Class
A Common Stock
|
$
|
0.37
|
$
|
0.37
|
0
|
%
|
||||
Basic
- Class
B Common Stock
|
$
|
0.33
|
$
|
0.33
|
0
|
%
|
||||
Diluted
|
$
|
0.34
|
$
|
0.35
|
-3
|
%
|
||||
Weighted
average common shares outstanding:
|
||||||||||
Basic
- Class
A Common Stock
|
196,520
|
190,902
|
3
|
%
|
||||||
Basic
- Class
B Common Stock
|
23,905
|
24,098
|
-1
|
%
|
||||||
Diluted
|
239,071
|
232,293
|
3
|
%
|
||||||
Segment
Information:
|
||||||||||
Net
sales:
|
||||||||||
Constellation
Wines
|
||||||||||
Branded
wine
|
$
|
556,367
|
$
|
413,563
|
35
|
%
|
||||
Wholesale
and
other
|
243,852
|
258,161
|
-6
|
%
|
||||||
Net
sales
|
$
|
800,219
|
$
|
671,724
|
19
|
%
|
||||
Constellation
Beers and Spirits
|
||||||||||
Imported
beers
|
$
|
314,199
|
$
|
289,137
|
9
|
%
|
||||
Spirits
|
77,541
|
76,080
|
2
|
%
|
||||||
Net
sales
|
$
|
391,740
|
$
|
365,217
|
7
|
%
|
||||
Consolidated
net sales
|
$
|
1,191,959
|
$
|
1,036,941
|
15
|
%
|
||||
Operating
income:
|
||||||||||
Constellation
Wines
|
$
|
123,742
|
$
|
87,745
|
41
|
%
|
||||
Constellation
Beers and Spirits
|
87,585
|
83,811
|
5
|
%
|
||||||
Corporate
Operations and Other
|
(14,290
|
)
|
(13,256
|
)
|
8
|
%
|
||||
Acquisition-related
integration costs, restructuring and
related charges, and unusual costs (a)
|
(22,840
|
)
|
(2,141
|
)
|
967
|
%
|
||||
Consolidated
operating income
|
$
|
174,197
|
$
|
156,159
|
12
|
%
|
||||
(a) Acquisition-related
integration costs, restructuring and related charges, and unusual
costs
for Second Quarter 2006 include
acquisition-related
integration costs of $7,824 and the flow
through of adverse grape cost of $6,420 associated with the Robert
Mondavi
acquistion, Allied Domecq due diligence costs of $3,792,
the flow
through of inventory step-up of $2,542 associated with the Robert
Mondavi
acquisition and equity method investees, and restructuring and
related
charges of $2,262 associated primarily with the Robert Mondavi
acquisition. Acquisition-related integration costs, restructuring
and
related charges, and unusual costs for Second Quarter 2005 include
restructuring and related charges associated with the Company's
further
realignment of business operations within the Company's wine segment
of
$1,169, and the flow through of inventory step-up associated with
the
Hardy acquisition of $972.
|
-
13
-
CONSTELLATION
BRANDS, INC. AND SUBSIDIARIES
|
||||||||||
CONSOLIDATED
STATEMENTS OF INCOME
|
||||||||||
ON
A
REPORTED BASIS
|
||||||||||
(in
thousands,
except per share data)
|
||||||||||
For
the Six
|
For
the Six
|
|||||||||
Months
Ended
|
Months
Ended
|
Percent
|
||||||||
August
31,
2005
|
August
31,
2004
|
Change
|
||||||||
Sales
|
$
|
2,834,974
|
$
|
2,474,557
|
15
|
%
|
||||
Excise
taxes
|
(546,480
|
)
|
(510,311
|
)
|
7
|
%
|
||||
Net
sales
|
2,288,494
|
1,964,246
|
17
|
%
|
||||||
Cost
of
product sold
|
(1,634,488
|
)
|
(1,424,101
|
)
|
15
|
%
|
||||
Gross
profit
|
654,006
|
540,145
|
21
|
%
|
||||||
Selling,
general and administrative expenses
|
(321,581
|
)
|
(270,783
|
)
|
19
|
%
|
||||
Acquisition-related
integration costs
|
(14,263
|
)
|
-
|
N/A
|
||||||
Restructuring
and related charges
|
(4,142
|
)
|
(2,782
|
)
|
49
|
%
|
||||
Operating
income
|
314,020
|
266,580
|
18
|
%
|
||||||
Equity
in
(loss) earnings of equity method investees
|
(796
|
)
|
262
|
-404
|
%
|
|||||
Interest
expense, net
|
(94,180
|
)
|
(60,681
|
)
|
55
|
%
|
||||
Income
before
income taxes
|
219,044
|
206,161
|
6
|
%
|
||||||
Provision
for
income taxes
|
(60,925
|
)
|
(74,218
|
)
|
-18
|
%
|
||||
Net
income
|
158,119
|
131,943
|
20
|
%
|
||||||
Dividends
on
preferred stock
|
(4,902
|
)
|
(4,902
|
)
|
0
|
%
|
||||
Income
available to common stockholders
|
$
|
153,217
|
$
|
127,041
|
21
|
%
|
||||
Earnings
per
common share:
|
||||||||||
Basic
- Class
A Common Stock
|
$
|
0.70
|
$
|
0.60
|
17
|
%
|
||||
Basic
- Class
B Common Stock
|
$
|
0.64
|
$
|
0.54
|
19
|
%
|
||||
Diluted
|
$
|
0.66
|
$
|
0.57
|
16
|
%
|
||||
Weighted
average common shares outstanding:
|
||||||||||
Basic
- Class
A Common Stock
|
196,042
|
190,171
|
3
|
%
|
||||||
Basic
- Class
B Common Stock
|
23,930
|
24,107
|
-1
|
%
|
||||||
Diluted
|
238,611
|
231,176
|
3
|
%
|
||||||
Segment
Information:
|
||||||||||
Net
sales:
|
||||||||||
Constellation
Wines
|
||||||||||
Branded
wine
|
$
|
1,051,723
|
$
|
777,446
|
35
|
%
|
||||
Wholesale
and
other
|
499,079
|
505,396
|
-1
|
%
|
||||||
Net
sales
|
$
|
1,550,802
|
$
|
1,282,842
|
21
|
%
|
||||
Constellation
Beers and Spirits
|
||||||||||
Imported
beers
|
$
|
574,632
|
$
|
526,033
|
9
|
%
|
||||
Spirits
|
163,060
|
155,371
|
5
|
%
|
||||||
Net
sales
|
$
|
737,692
|
$
|
681,404
|
8
|
%
|
||||
Consolidated
net sales
|
$
|
2,288,494
|
$
|
1,964,246
|
17
|
%
|
||||
Operating
income:
|
||||||||||
Constellation
Wines
|
$
|
219,735
|
$
|
155,404
|
41
|
%
|
||||
Constellation
Beers and Spirits
|
163,575
|
151,663
|
8
|
%
|
||||||
Corporate
Operations and Other
|
(28,583
|
)
|
(25,125
|
)
|
14
|
%
|
||||
Acquisition-related
integration costs, restructuring and
related charges, and unusual costs (a)
|
(40,707
|
)
|
(15,362
|
)
|
165
|
%
|
||||
Consolidated
operating income
|
$
|
314,020
|
$
|
266,580
|
18
|
%
|
||||
(a) Acquisition-related
integration costs, restructuring and related charges, and unusual
costs
for Six Months 2006 include
acquisition-related
integration costs of $14,263 and the flow
through
of adverse grape cost of $13,940 associated primarily with the
Robert
Mondavi acquisition, the flow through of inventory step-up
of $4,570
associated primarily with the Robert Mondavi acquisition and
equity method
investees, restructuring and related charges of $4,142 associated
primarily with the Robert Mondavi acquisition, and Allied Domecq
due
diligence costs of $3,792. Acquisition-related integration costs,
restructuring and related charges, and unusual costs for Six
Months 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 $2,782, and the flow through of inventory step-up
associated with the Hardy acquisition of
$2,267.
|
-
14
-
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|||||||
(in
thousands)
|
|||||||
For
the Six
|
For
the Six
|
||||||
Months
Ended
|
Months
Ended
|
||||||
August
31, 2005
|
August
31, 2004
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
income
|
$
|
158,119
|
$
|
131,943
|
|||
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
|
54,087
|
43,311
|
|||||
Deferred
tax provision
|
33,301
|
14,884
|
|||||
Amortization
of intangible and other assets
|
4,051
|
5,756
|
|||||
Loss
on disposal of assets
|
1,737
|
2,813
|
|||||
Equity
in loss (earnings) of equity method investees
|
796
|
(262
|
)
|
||||
Stock-based
compensation expense
|
67
|
53
|
|||||
Amortization
of discount on long-term debt
|
39
|
35
|
|||||
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
|
(66,083
|
)
|
(169,792
|
)
|
|||
Inventories
|
(74,478
|
)
|
(119,808
|
)
|
|||
Prepaid
expenses and other current assets
|
(5,526
|
)
|
(36,251
|
)
|
|||
Accounts
payable
|
44,561
|
145,195
|
|||||
Accrued
excise taxes
|
(2,221
|
)
|
22,085
|
||||
Other
accrued expenses and liabilities
|
(3,928
|
)
|
20,502
|
||||
Other,
net
|
(669
|
)
|
(8,113
|
)
|
|||
Total
adjustments
|
16,003
|
(77,793
|
)
|
||||
Net
cash provided by operating activities
|
174,122
|
54,150
|
|||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Proceeds
from sale of assets
|
111,963
|
1,024
|
|||||
Proceeds
from sale of equity method investment
|
35,953
|
-
|
|||||
Proceeds
from sale of businesses
|
17,861
|
-
|
|||||
Purchases
of property, plant and equipment
|
(62,962
|
)
|
(50,910
|
)
|
|||
Investment
in equity method investee
|
(2,286
|
)
|
-
|
||||
Payment
of accrued earn-out amount
|
(1,648
|
)
|
(1,339
|
)
|
|||
Other
investing activities
|
(5,008
|
)
|
-
|
||||
Net
cash provided by (used in) investing activities
|
93,873
|
(51,225
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Principal
payments of long-term debt
|
(336,677
|
)
|
(234,676
|
)
|
|||
Payment
of preferred stock dividends
|
(4,902
|
)
|
(4,902
|
)
|
|||
Net
proceeds from notes payable
|
55,050
|
192,472
|
|||||
Exercise
of employee stock options
|
17,334
|
17,351
|
|||||
Proceeds
from employee stock purchases
|
3,044
|
2,432
|
|||||
Payment
of issuance costs of long-term debt
|
-
|
(901
|
)
|
||||
Net
cash used in financing activities
|
(266,151
|
)
|
(28,224
|
)
|
|||
Effect
of exchange rate changes on cash and cash investments
|
(812
|
)
|
(2,069
|
)
|
|||
NET
INCREASE (DECREASE) IN CASH AND CASH INVESTMENTS
|
1,032
|
(27,368
|
)
|
||||
CASH
AND CASH INVESTMENTS, beginning of period
|
17,635
|
37,136
|
|||||
CASH
AND CASH INVESTMENTS, end of period
|
$
|
18,667
|
$
|
9,768
|
-
15
-
RECONCILIATION
OF REPORTED AND COMPARABLE 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; accelerated depreciation
costs
in connection with the U.S. West Coast facility
rationalization,
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 realignment
of business operations within the Company's wine segment, the
Robert
Mondavi acquisition and the U.S. West Coast
facility
rationalization; 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
|
For
the Six
|
For
the Six
|
||||||||||||||||||||||
Months
Ended
|
Months
Ended
|
Months
Ended
|
Months
Ended
|
||||||||||||||||||||||
August
31,
2005
|
Margin
|
August
31,
2004
|
Margin
|
August
31,
2005
|
Margin
|
August
31,
2004
|
Margin
|
||||||||||||||||||
Reported
net
sales
|
$
|
1,191,959
|
100.0
|
%
|
$
|
1,036,941
|
100.0
|
%
|
$
|
2,288,494
|
100.0
|
%
|
$
|
1,964,246
|
100.0
|
%
|
|||||||||
Reported
gross
profit
|
$
|
348,000
|
29.2
|
%
|
$
|
289,683
|
27.9
|
%
|
$
|
654,006
|
28.6
|
%
|
$
|
540,145
|
27.5
|
%
|
|||||||||
Adverse
grape
cost
|
6,420
|
0.5
|
%
|
-
|
0.0
|
%
|
13,940
|
0.6
|
%
|
-
|
0.0
|
%
|
|||||||||||||
Inventory
step-up
|
2,542
|
0.2
|
%
|
972
|
0.1
|
%
|
4,570
|
0.2
|
%
|
2,267
|
0.1
|
%
|
|||||||||||||
Comparable
gross profit
|
$
|
356,962
|
29.9
|
%
|
$
|
290,655
|
28.0
|
%
|
$
|
672,516
|
29.4
|
%
|
$
|
542,412
|
27.6
|
%
|
|||||||||
Reported
operating income
|
$
|
174,197
|
14.6
|
%
|
$
|
156,159
|
15.1
|
%
|
$
|
314,020
|
13.7
|
%
|
$
|
266,580
|
13.6
|
%
|
|||||||||
Acquisition-related
integration costs
|
7,824
|
0.7
|
%
|
-
|
0.0
|
%
|
14,263
|
0.6
|
%
|
-
|
0.0
|
%
|
|||||||||||||
Adverse
grape
cost
|
6,420
|
0.5
|
%
|
-
|
0.0
|
%
|
13,940
|
0.6
|
%
|
-
|
0.0
|
%
|
|||||||||||||
Allied
Domecq
due diligence costs
|
3,792
|
0.3
|
%
|
-
|
0.0
|
%
|
3,792
|
0.2
|
%
|
-
|
0.0
|
%
|
|||||||||||||
Inventory
step-up
|
2,542
|
0.2
|
%
|
972
|
0.1
|
%
|
4,570
|
0.2
|
%
|
2,267
|
0.1
|
%
|
|||||||||||||
Restructuring
and related charges
|
2,262
|
0.2
|
%
|
1,169
|
0.1
|
%
|
4,142
|
0.2
|
%
|
2,782
|
0.1
|
%
|
|||||||||||||
Financing
costs
|
-
|
0.0
|
%
|
-
|
0.0
|
%
|
-
|
0.0
|
%
|
10,313
|
0.5
|
%
|
|||||||||||||
Comparable
operating income
|
$
|
197,037
|
16.5
|
%
|
$
|
158,300
|
15.3
|
%
|
$
|
354,727
|
15.5
|
%
|
$
|
281,942
|
14.4
|
%
|
|||||||||
Reported
net
income
|
$
|
82,420
|
6.9
|
%
|
$
|
80,614
|
7.8
|
%
|
$
|
158,119
|
6.9
|
%
|
$
|
131,943
|
6.7
|
%
|
|||||||||
Income
tax
adjustment
|
-
|
0.0
|
%
|
-
|
0.0
|
%
|
(16,208
|
)
|
-0.7
|
%
|
-
|
0.0
|
%
|
||||||||||||
Acquisition-related
integration costs
|
5,075
|
0.4
|
%
|
-
|
0.0
|
%
|
9,009
|
0.4
|
%
|
-
|
0.0
|
%
|
|||||||||||||
Adverse
grape
cost
|
4,165
|
0.3
|
%
|
-
|
0.0
|
%
|
8,760
|
0.4
|
%
|
-
|
0.0
|
%
|
|||||||||||||
Allied
Domecq
due diligence costs
|
2,460
|
0.2
|
%
|
-
|
0.0
|
%
|
2,460
|
0.1
|
%
|
-
|
0.0
|
%
|
|||||||||||||
Inventory
step-up
|
2,463
|
0.2
|
%
|
622
|
0.1
|
%
|
4,534
|
0.2
|
%
|
1,451
|
0.1
|
%
|
|||||||||||||
Restructuring
and related charges
|
1,468
|
0.1
|
%
|
748
|
0.1
|
%
|
2,617
|
0.1
|
%
|
1,780
|
0.1
|
%
|
|||||||||||||
Financing
costs
|
-
|
0.0
|
%
|
-
|
0.0
|
%
|
-
|
0.0
|
%
|
6,601
|
0.3
|
%
|
|||||||||||||
Comparable
net
income
|
$
|
98,051
|
8.2
|
%
|
$
|
81,984
|
7.9
|
%
|
$
|
169,291
|
7.4
|
%
|
$
|
141,775
|
7.2
|
%
|
|||||||||
Reported
diluted earnings per share
|
$
|
0.34
|
$
|
0.35
|
$
|
0.66
|
$
|
0.57
|
|||||||||||||||||
Income
tax
adjustment
|
-
|
-
|
(0.07
|
)
|
-
|
||||||||||||||||||||
Acquisition-related
integration costs
|
0.02
|
-
|
0.04
|
-
|
|||||||||||||||||||||
Adverse
grape
cost
|
0.02
|
-
|
0.04
|
-
|
|||||||||||||||||||||
Allied
Domecq
due diligence costs
|
0.01
|
-
|
0.01
|
-
|
|||||||||||||||||||||
Inventory
step-up
|
0.01
|
-
|
0.02
|
0.01
|
|||||||||||||||||||||
Restructuring
and related charges
|
0.01
|
-
|
0.01
|
0.01
|
|||||||||||||||||||||
Financing
costs
|
-
|
-
|
-
|
0.03
|
|||||||||||||||||||||
Comparable
diluted earnings per share (1)
|
$
|
0.41
|
$
|
0.35
|
$
|
0.71
|
$
|
0.61
|
|||||||||||||||||
(1)
May not sum due to rounding as each item is computed
independently.
|
-
16 -
RECONCILIATION
OF REPORTED AND COMPARABLE DILUTED EARNINGS PER SHARE GUIDANCE
|
||||||||||||||||
Range
for the
Quarter
Ending
November 30, 2005
|
Range
for the
Year
Ending
February 28, 2006
|
|||||||||||||||
Forecasted
reported diluted earnings per share
|
$
|
0.40
|
$
|
0.43
|
$
|
1.39
|
$
|
1.43
|
||||||||
Adverse
grape
cost
|
0.02
|
0.02
|
0.07
|
0.07
|
||||||||||||
Inventory
step-up
|
0.02
|
0.02
|
0.05
|
0.05
|
||||||||||||
U.S.
West
Coast facility rationalization
|
0.02
|
0.02
|
0.03
|
0.03
|
||||||||||||
Acquisition-related
integration costs
|
0.01
|
0.01
|
0.05
|
0.05
|
||||||||||||
Restructuring
and related charges
|
0.01
|
0.01
|
0.03
|
0.03
|
||||||||||||
Allied
Domecq
due diligence costs
|
-
|
-
|
0.01
|
0.01
|
||||||||||||
Income
tax
adjustment
|
-
|
-
|
(0.07
|
)
|
(0.07
|
)
|
||||||||||
Forecasted
comparable diluted earnings per share
|
$
|
0.48
|
$
|
0.51
|
$
|
1.56
|
$
|
1.60
|
||||||||
|
Actual
For
the
Three
Months
Ended
November
30, 2004
|
Actual
For
the Year
Ended
February
28,
2005
|
||||||||||||||
Reported
diluted earnings per share
|
$
|
0.42
|
$
|
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
|
0.01
|
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)
|
$
|
0.42
|
$
|
1.35
|
||||||||||||
(1)
May not sum due to rounding as each item is computed
independently.
|
||||||||||||||||
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 August 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
|
|||||||||||||||
August
31,
2005
|
August
31,
2004
|
Growth
|
||||||||||||||
CONSOLIDATED
NET SALES
|
||||||||||||||||
Reported
net
sales
|
$
|
1,191,959
|
$
|
1,036,941
|
15
|
%
|
||||||||||
Prior
year
Robert Mondavi net sales (1)
|
-
|
103,800
|
||||||||||||||
Pro
forma net
sales
|
$
|
1,191,959
|
$
|
1,140,741
|
4
|
%
|
||||||||||
CONSTELLATION
WINES SEGMENT NET SALES
|
||||||||||||||||
Reported
net
sales
|
$
|
800,219
|
$
|
671,724
|
19
|
%
|
||||||||||
Prior
year
Robert Mondavi net sales (1)
|
-
|
103,800
|
||||||||||||||
Pro
forma net
sales
|
$
|
800,219
|
$
|
775,524
|
3
|
%
|
||||||||||
BRANDED
WINE NET SALES
|
||||||||||||||||
Reported
net
sales
|
$
|
556,367
|
$
|
413,563
|
35
|
%
|
||||||||||
Prior
year
Robert Mondavi net sales (1)
|
-
|
102,200
|
||||||||||||||
Pro
forma net
sales
|
$
|
556,367
|
$
|
515,763
|
8
|
%
|
||||||||||
(1)
For the period June 1, 2004, through August 31, 2004.
|
-
17
-
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
|
-
18 -
ATTACHMENTS
TO CONSTELLATION BRANDS SECOND QUARTER FISCAL 2006 MEDIA
RELEASE
ITEMS
AFFECTING COMPARABILITY FOR FISCAL 2006
Restructuring
and related charges
- The company
recorded restructuring and related charges, primarily associated with the Robert
Mondavi acquisition, of $0.01 per share in the second quarter of fiscal 2006.
The company expects to record restructuring and related charges of $0.01 per
share for the third quarter of fiscal 2006 and $0.03 per share for fiscal 2006,
primarily associated with the Robert Mondavi acquisition and
certain
personnel reductions in connection with the U.S. West Coast facility
rationalization.
Acquisition-related
integration costs -
The company
recorded acquisition-related integration costs
associated with
the Robert Mondavi acquisition
of $0.02 per share
in the second quarter of fiscal 2006. The company estimates acquisition-related
integration costs to be $0.01 per share for the third quarter of fiscal 2006
and
$0.05 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,
including the
investment in Opus One,
and the investment
in Ruffino had a negative impact of $0.01 per share in the second quarter of
fiscal 2006. The impact of the flow through of inventory step-up is expected
to
be $0.02 per share for the third quarter of fiscal 2006, and $0.05 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 flow through of adverse grape cost
totaled $0.02 per share for the second quarter of fiscal 2006, and is expected
to total $0.02 per share and $0.07 per share for the third 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 as
a
result of adjustments to income tax accruals in connection with the completion
of various income tax examinations.
Allied
Domecq due diligence costs - During
the second
quarter of fiscal 2006, the company recorded $0.01 per share for professional
service fees incurred for due diligence associated with its evaluation of a
potential offer for Allied Domecq.
-
more
-
-
19 -
U.S.
West
Coast Facility Rationalization -
The company
initiated a program to consolidate
certain
west coast production processes. This will result in greater asset utilization
and increased efficiencies while reducing ongoing operating costs. As a result
of this initiative the company expects to record charges for the reconfiguration
and accelerated depreciation related to certain production assets. The company
expects charges of $0.02 per share for the third quarter of fiscal 2006, and
charges of $0.03 per share for fiscal 2006, which will be recorded to cost
of
product sold.
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.
#
#
#