EXHIBIT 99.2
Published on November 20, 2007
Exhibit
99.2
ALCOFI
INC. AND SUBSIDIARIES
Consolidated
Financial Statements
December
31,
2006
Report
of Independent Registered Public Accounting
Firm
The
Board of Directors and Stockholders
Constellation
Brands, Inc.:
We
have audited the accompanying consolidated balance sheet of
ALCOFI INC. and subsidiaries (the Company) as of December 31, 2006, and the
related consolidated statements of income, changes in stockholder’s equity, and
cash flows for the year then ended. These consolidated financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We
conducted our audit in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance
about
whether the financial statements are free of material
misstatement. An audit includes consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In
our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of ALCOFI INC. and subsidiaries as of December 31, 2006 and the
results
of their operations and their cash flows for the year then ended in conformity
with U.S. generally accepted accounting principles.
/s/
KPMG LLP
Rochester,
New York
November
19, 2007
ALCOFI
INC. AND SUBSIDIARIES
|
||||
CONSOLIDATED
BALANCE SHEET
|
||||
DECEMBER
31, 2006
|
||||
ASSETS
|
||||
CURRENT
ASSETS:
|
||||
Cash
and cash equivalents
|
$ |
1,675,597
|
||
Accounts
receivable
|
6,843,238
|
|||
Inventories
|
4,050,865
|
|||
Prepaid
expenses and other
|
88,250
|
|||
Total
current assets
|
12,657,950
|
|||
PROPERTY,
PLANT AND EQUIPMENT, net
|
227,586
|
|||
INTANGIBLE
ASSET, net
|
360,000
|
|||
OTHER
ASSETS
|
181,159
|
|||
TOTAL
ASSETS
|
$ |
13,426,695
|
||
LIABILITIES
AND STOCKHOLDER'S EQUITY
|
||||
CURRENT
LIABILITIES:
|
||||
Accounts
payable
|
$ |
1,854,893
|
||
Accounts
payable, related parties
|
2,828,284
|
|||
Accrued
federal and state income taxes
|
1,373,207
|
|||
Accrued
expenses
|
958,028
|
|||
Total
current liabilities
|
7,014,412
|
|||
DEFERRED
INCOME TAXES
|
71,695
|
|||
MINORITY
INTEREST
|
1,753,701
|
|||
STOCKHOLDER'S
EQUITY:
|
||||
Common
stock
|
20
|
|||
Additional
paid-in capital
|
200,180
|
|||
Retained
earnings
|
4,386,687
|
|||
Total
stockholder's equity
|
4,586,887
|
|||
TOTAL
LIABILITIES AND STOCKHOLDER'S EQUITY
|
$ |
13,426,695
|
||
The
accompanying notes are an integral part of these
consolidated financial statements.
|
||||
ALCOFI
INC. AND SUBSIDIARIES
|
||||
CONSOLIDATED
STATEMENT OF INCOME
|
||||
FOR
THE YEAR ENDED DECEMBER 31, 2006
|
||||
NET
SALES
|
$ |
41,806,417
|
||
COST
OF PRODUCT SOLD
|
(22,495,458 | ) | ||
Gross
profit
|
19,310,959
|
|||
SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES
|
(12,573,388 | ) | ||
Operating
income
|
6,737,571
|
|||
OTHER
INCOME (EXPENSE):
|
||||
Interest
income
|
28,853
|
|||
Interest
expense
|
(11,578 | ) | ||
Total
other income (expense)
|
17,275
|
|||
INCOME
BEFORE INCOME TAXES AND MINORITY INTEREST
|
6,754,846
|
|||
PROVISION
FOR INCOME TAXES
|
(2,028,210 | ) | ||
INCOME
BEFORE MINORITY INTEREST
|
4,726,636
|
|||
MINORITY
INTEREST IN SUBSIDIARIES' EARNINGS
|
(1,664,621 | ) | ||
NET
INCOME
|
$ |
3,062,015
|
||
The
accompanying notes are an integral part of these consolidated
financial
statements.
|
ALCOFI
INC. AND SUBSIDIARIES
|
||||||||||||||||
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
|
||||||||||||||||
FOR
THE YEAR ENDED DECEMBER 31, 2006
|
||||||||||||||||
Common
|
Additional
|
Retained
|
||||||||||||||
Stock
|
Paid-In
Capital
|
Earnings
|
Total
|
|||||||||||||
STOCKHOLDER'S
EQUITY - January 1, 2006
|
$ |
20
|
$ |
200,180
|
$ |
2,224,672
|
$ |
2,424,872
|
||||||||
NET
INCOME
|
-
|
-
|
3,062,015
|
3,062,015
|
||||||||||||
DIVIDENDS
TO ALCO FINANCE S.A.
|
-
|
-
|
(900,000 | ) | (900,000 | ) | ||||||||||
STOCKHOLDER'S
EQUITY - December 31, 2006
|
$ |
20
|
$ |
200,180
|
$ |
4,386,687
|
$ |
4,586,887
|
||||||||
The
accompanying notes are an integral part of these consolidated
financial
statements.
|
ALCOFI
INC. AND SUBSIDIARIES
|
||||
CONSOLIDATED
STATEMENT OF CASH FLOWS
|
||||
FOR
THE YEAR ENDED DECEMBER 31, 2006
|
||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||
Net
income
|
$ |
3,062,015
|
||
Adjustments
to reconcile net income to
|
||||
net
cash provided by operating activities:
|
||||
Minority
interest in net income of consolidated
|
||||
subsidiaries,
net of distributions
|
1,113,636
|
|||
Depreciation
and amortization
|
48,996
|
|||
Deferred
income tax provision
|
36,240
|
|||
Changes
in operating assets and liabilities:
|
||||
Accounts
receivable
|
(2,067,889 | ) | ||
Inventories
|
(2,148,220 | ) | ||
Prepaid
expenses and other
|
152,386
|
|||
Other
assets
|
7,818
|
|||
Accounts
payable and accrued expenses
|
2,129,605
|
|||
Accounts
payable, related parties
|
154,454
|
|||
Net
cash provided by operating activities
|
2,489,041
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||
Purchases
of property, plant and equipment
|
(20,903 | ) | ||
Borrowings
on notes receivable, related party
|
(22,561 | ) | ||
Net
cash used in investing activities
|
(43,464 | ) | ||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||
Dividends
paid to ALCO Finance S.A.
|
(900,000 | ) | ||
Net
cash used in financing activities
|
(900,000 | ) | ||
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
1,545,577
|
|||
CASH
AND CASH EQUIVALENTS - beginning of year
|
130,020
|
|||
CASH
AND CASH EQUIVALENTS - end of year
|
$ |
1,675,597
|
||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
|
||||
Cash
paid during the year for interest
|
$ |
11,578
|
||
Cash
paid during the year for income taxes
|
$ |
812,424
|
||
The
accompanying notes are an integral part of these consolidated
financial
statements.
|
ALCOFI INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED DECEMBER 31, 2006
|
|||||||||
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING
POLICIES
|
Description
of business
|
ALCOFI
INC. and its subsidiaries (the “Company”) operate primarily in the
beverage alcohol industry as the distributor and marketer of Svedka
brand
vodka. Svedka is a premium vodka produced in Sweden with sales
primarily in the United States (“U.S.”). In the U.S., the
Company distributes its products primarily through wholesale
distributors.
|
Basis
of accounting
|
The
Company prepares its consolidated financial statements in conformity
with
accounting principles generally accepted in the
U.S.
|
Principles
of consolidation
|
The
consolidated financial statements of the Company include the accounts
of
ALCOFI INC. and its majority-owned (75%) subsidiary, Spirits Marque
One
LLC (“SMO”) and the accounts of SMO’s wholly-owned subsidiary, Spirits
Marque One UK Ltd. (“SMO-UK”), after the elimination of intercompany
accounts and transactions.
|
Cost
method investments
|
If
the Company is not required to consolidate its investment in another
company, the Company uses the cost method if the Company cannot exercise
significant influence over the other company. Under the cost
method, investments are valued and reported at cost in periods subsequent
to acquisition. Dividends are recognized as dividend revenue
when received, and the portfolio is valued and reported at acquisition
cost. No gains or losses are recognized until the securities
are sold. Cost method investments are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount of the investments may not be
recoverable.
|
Management’s
use of estimates
|
The
preparation of financial statements in conformity with accounting
principles generally accepted in the U.S. requires management to
make
estimates and assumptions that affect the reported amounts of assets
and
liabilities and disclosure of contingent assets and liabilities at
the
date of the financial statements and the reported amounts of revenues
and
expenses during the reporting period. Actual results could
differ from those estimates.
|
Revenue
recognition
|
Sales
are recognized when title passes to the customer, which is generally
when
the product is shipped. Sales reflect reductions attributable
to consideration given to customers in various customer incentive
programs, including pricing discounts on single transactions, promotional
and advertising allowances, and
coupons.
|
Cost
of product sold
|
The
types of costs included in cost of product sold are cases of finished
goods, customs, and distribution network costs. Distribution
network costs include ocean and inland freight charges, insurance
costs,
warehousing and handling costs.
|
Operating
expenses
|
The
types of
costs included in operating expenses consist predominately of advertising
and non-manufacturing administrative and overhead
costs. Distribution network costs are not included in the
Company’s operating expenses, but are included in cost of product sold as
described above. The Company expenses advertising costs as
incurred, shown or distributed. Prepaid advertising costs as of December
31, 2006, were $88,250. Advertising expense for the year ended
December 31, 2006, totaled
$2,818,652.
|
Cash
and cash equivalents
|
Cash
equivalents consist of highly liquid investments with an original
maturity
when purchased of three months or less and are stated at cost, which
approximates fair value.
|
Allowance
for doubtful accounts
|
The
Company records an allowance for doubtful accounts for estimated
losses
resulting from the inability of its customers to make required
payments. The majority of the accounts receivable balance is
generated from sales to independent distributors. No allowance
for doubtful accounts was recorded as of December 31,
2006.
|
Fair
value of financial instruments
|
To
meet the reporting requirements of Statement of Financial Accounting
Standards No. 107, “Disclosures about Fair Value of Financial
Instruments,” the Company calculates the fair value of financial
instruments using quoted market prices whenever available. When
quoted market prices are not available, the Company uses standard
pricing
models for various types of financial instruments which take into
account
the present value of estimated future cash
flows.
|
|
The
estimated fair value of the Company’s cash and cash equivalents, accounts
receivable, note receivable and accounts payable is equal to the
carrying amount of these instruments due to their short
maturity.
|
Inventories
|
Inventories
are stated at the lower of cost, computed in accordance with the
first-in,
first-out (FIFO) method, or market. Inventories are primarily
comprised of cases of bottled vodka. Elements of cost include
case goods, taxes and freight in.
|
|
The
Company assesses the valuation of its inventories and reduces the
carrying
value of inventories that are obsolete or in excess of the Company’s
forecasted usage to its estimated net realizable value. The
Company estimates the net realizable value of such inventories based
on
analyses and assumptions including, but not limited to, historical
usage,
future demand and market requirements. Reductions to the carrying
value of
inventories are recorded in cost of product sold. If the future
demand for the Company’s products is less favorable than the Company’s
forecasts, then the value of the inventories may be required to be
reduced, which would result in additional expense to the Company
and
affect its results of operations.
|
Property,
plant and equipment
|
Property,
plant and equipment are stated at cost. Major additions are
capitalized while maintenance and repairs are charged to operations
as
incurred. The cost of properties sold or otherwise disposed of
and the related accumulated depreciation are eliminated from the
accounts
at the time of disposal and resulting gains and losses are included
as a
component of operating income.
|
Depreciation
|
Depreciation
is computed primarily using the straight-line method over the following
estimated useful lives:
|
Leasehold
improvements
|
Shorter
of life-of-lease or
life-of-asset
|
Computer
equipment
|
5
years
|
Machinery
and equipment
|
7
years
|
Furniture
and fixtures
|
3
to 7
years
|
Intangible
asset
|
Intangible
asset consists of the Svedka trademark. This trademark was
determined to have a finite life and was amortized until December
2005. Subsequent to that date, the asset was determined to have
an indefinite useful life and is no longer amortized. In
accordance with Statement of Financial Accounting Standards No. 142
(“SFAS
No. 142”), “Goodwill and Other Intangible Assets,” the Company reviews the
remaining balance of its indefinite lived intangible asset annually
for
impairment, or sooner, if events or changes in circumstances indicate
that
the carrying amount of an asset may not be recoverable. The
Company uses December 31 as its annual impairment test measurement
date. No impairment was recorded during the year ended December
31, 2006. Note 4 provides a summary of the gross and net
carrying values.
|
|
Other
assets
|
|
Other
assets consist principally of (i) an investment in a company which
is
carried under the cost method of accounting and (ii) a note receivable
from the cost method investee. See Note
5.
|
|
Long-lived
asset impairment
|
|
In
accordance with Statement of Financial Accounting Standards No. 144
(“SFAS
No. 144”), “Accounting for the Impairment or Disposal of Long-Lived
Assets,” the Company reviews its long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount
of an
asset may not be recoverable. Recoverability of assets to be
held and used is measured by a comparison of the carrying amount
of an
asset to estimated undiscounted cash flows expected to be generated
by the
asset. If the carrying amount of an asset exceeds its estimated
undiscounted future cash flows, an impairment charge is recognized
for the
amount by which the carrying amount of the asset exceeds its fair
value. No impairments were recorded during the year ended
December 31, 2006.
|
|
Income
taxes
|
|
Income
taxes are provided for the tax effects of transactions reported in
the
financial statements and consist of taxes currently due, plus deferred
taxes. Deferred taxes are recognized for differences between
the basis of assets and liabilities for financial reporting and income
tax
purposes. Permanent and temporary differences have been
recognized, which relate primarily to ALCOFI INC.'s investment in
SMO. The deferred tax assets and liabilities represent the
future tax consequences of those differences which will either be
taxable
or deductible when the assets or liabilities are recovered or
settled.
|
2. RECENTLY
ADOPTED ACCOUNTING PRONOUNCEMENTS
|
Effective
January 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 151 (“SFAS No. 151”), “Inventory Costs - an amendment of ARB
No. 43, Chapter 4.” SFAS No. 151 amends the guidance in
Accounting Research Bulletin No. 43 (“ARB No. 43”), “Restatement and
Revision of Accounting Research Bulletins,” Chapter 4, “Inventory
Pricing,” to clarify the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material
(spoilage). SFAS No. 151 requires that those items be
recognized as current period charges. In addition, SFAS No. 151
requires that allocation of fixed production overheads to the costs
of
conversion be based on the normal capacity of the production
facilities. The adoption of SFAS No. 151 did not have a
material impact on the Company’s consolidated financial
statements.
|
|
Effective
January 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 154 (“SFAS No. 154”), “Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement
No.
3.” SFAS No. 154 changes the requirements for the accounting of
and reporting of a change in accounting principle. SFAS No. 154
applies to all voluntary changes in accounting principle and requires
retrospective application to prior periods’ financial statements of
changes in accounting principle, unless it is impracticable to determine
either the period-specific effects or the cumulative effect of changing
to
the new accounting principle. SFAS No. 154 requires that a
change in depreciation, amortization, or depletion method for long-lived,
nonfinancial assets be accounted for as a change of estimate effected
by a
change in accounting principle. SFAS No. 154 also carries
forward without change the guidance in APB Opinion No. 20 with respect
to
accounting for changes in accounting estimates, changes in the reporting
unit and correction of an error in previously issued financial
statements. The adoption of SFAS No. 154 did not have a
material impact on the Company’s consolidated financial
statements.
|
Effective
December 31, 2006, the Company adopted the Securities and Exchange Commission’s
Staff Accounting Bulletin No. 108 (“SAB No. 108”), “Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements.” SAB No. 108 addresses how the effects of prior
year uncorrected misstatements should be considered when quantifying
misstatements in current year financial statements. SAB No. 108 requires
companies to quantify misstatements using a balance sheet and income statement
approach and to evaluate whether either approach results in quantifying an
error
that is material in light of relevant quantitative and qualitative factors.
The
initial adoption of SAB No. 108 did not have a material impact on the Company’s
consolidated financial statements.
3.
|
PROPERTY,
PLANT AND EQUIPMENT
|
|
The
major components of property, plant and equipment are as follows
as of
December 31, 2006:
|
Leasehold
improvements
|
$ |
114,964
|
||
Computer
equipment
|
58,543
|
|||
Machinery
and equipment
|
150,243
|
|||
Furniture
and fixtures
|
68,519
|
|||
392,269
|
||||
Less: Accumulated
depreciation and amortization
|
(164,683 | ) | ||
$ |
227,586
|
4.
|
INTANGIBLE
ASSET
|
Intangible
asset consists of the following indefinite-lived intangible asset as of December
31, 2006:
Gross
Carrying
Amount
|
Net
Carrying
Amount
|
|||||||
Nonamortizable
intangible asset:
|
||||||||
Trademark
|
$ |
600,000
|
$ |
360,000
|
The
difference between the gross carrying amount and net carrying amount is
attributable to accumulated amortization that was recorded prior to the
Company’s determination that the intangible asset has an indefinite
life.
5. OTHER
ASSETS
The
major components of other assets are as follows as of December 31,
2006:
Investment
in cost method investee
|
$ |
80,713
|
||
Note
receivable from cost method investee
|
100,446
|
|||
$ |
181,159
|
|
Investment
in cost method investee
|
In
November 2002, the Company purchased 333 shares, representing a 9.99% interest,
in P&J Production AB (“P&J”), a vodka manufacturer in
Sweden. The Company does not have a controlling interest in P&J
or exert any managerial control. Accordingly, the Company accounts
for the investment in P&J under the cost method.
6.
ACCRUED EXPENSES
The
major components of accrued expenses are as follows as of December 31,
2006:
Accrued
bonuses
|
$ |
704,605
|
||
Accrued
advertising and promotions
|
172,595
|
|||
Accrued
insurance
|
44,700
|
|||
Rent
deposit payable to subtenant
|
23,061
|
|||
Accrued
workers' compensation
|
6,500
|
|||
Other
accrued expenses
|
6,567
|
|||
$ |
958,028
|
7.
BORROWINGS
|
Revolving
Promissory Note
|
The
Company maintains a revolving promissory note with Wachovia Bank, National
Association. This note has an available maximum principal amount of $2,500,000
to be used for working capital purposes, with a $500,000 subfacility for the
issuance of standby letters of credit. The rate of interest on
borrowings under this note is the lender’s prime rate (8.25% as of December 31,
2006) plus 0.5%. There were no amounts outstanding as of December 31,
2006.
The
Company is also subject to certain covenants that are contained in the Revolving
Credit and Security Agreement, including those restricting the incurrence of
additional indebtedness (including guarantees of indebtedness), additional
liens, the declaration or payment of dividends, the making of certain
investments, a change in business, disposition or acquisition of property,
and
transactions with affiliates, in each case subject to numerous conditions,
exceptions and thresholds. The financial covenants are limited to a
total liabilities to tangible net worth ratio.
Subsequent
to year-end, and in connection with the Company’s acquisition by Constellation
Brands, Inc., this note was closed on March 19, 2007. See Note 14 for
additional disclosure.
8. INCOME
TAXES
The
provision for income taxes for the year ended December 31, 2006, consists of
the
following:
Current:
|
||||
Federal
|
$ |
1,591,024
|
||
State
|
400,946
|
|||
Total
current
|
1,991,970
|
|||
Deferred:
|
||||
Federal
|
36,240
|
|||
Provision
for income taxes
|
$ |
2,028,210
|
The
Company’s effective tax rate is different than what would be expected if federal
statutory rates were applied to income from operations primarily because of
expenses deductible for financial statement purposes that are not deductible
for
tax purposes and expenses deductible for tax purposes that are not deductible
for financial statement purposes.
The
amounts recorded for deferred tax liabilities primarily relate to the investment
in SMO.
A
reconciliation of the total provision for income taxes to the amount computed
by
applying the statutory U.S. federal income tax rate to income before income
taxes and minority interest is as follows:
Amount
|
%
of
Pretax
Income
|
|||||||
Income
tax provision at statutory rate
|
$ |
2,296,648
|
34.0 | % | ||||
Impact
of minority interest
|
(574,714 | ) | (8.5 | )% | ||||
State
and local income taxes, net of
federal
income tax benefit
|
279,136
|
4.1 | % | |||||
Miscellaneous
items, net
|
27,140
|
0.4 | % | |||||
$ |
2,028,210
|
30.0 | % |
9. EMPLOYEE
BENEFIT PLAN
The
Company maintains a Simple IRA plan (the “Plan”) covering substantially all U.S.
employees. The Plan permits eligible employees to defer a portion of
their compensation (as defined in the Plan) on a pretax
basis. Participants may defer up to 100% of their compensation for
the year, subject to applicable IRS regulations. The Company makes a
matching contribution of 100% of the first 3% of compensation that each
participant defers. Company contributions under the Plan were $53,359
for the year ended December 31, 2006.
10. COMMITMENTS
AND CONTINGENCIES
|
Operating
leases
|
The
Company entered into a noncancellable operating lease agreement with an
unrelated party commencing January 1, 2005, and expiring December 31, 2014,
for
the rental of office space. Future payments under this lease are as
follows during the next five fiscal years and thereafter:
2007
|
$ |
281,000
|
||
2008
|
281,000
|
|||
2009
|
281,000
|
|||
2010
|
303,480
|
|||
2011
|
303,480
|
|||
Thereafter
|
910,440
|
|||
$ |
2,360,400
|
Gross
rental expense was $268,556 for the year ended December 31,
2006. Amounts received from the Company’s subtenant totaled $92,244
for the year ended December 31, 2006. Accordingly, net rental expense
totaled $176,312 for the year ended December 31, 2006.
11. STOCKHOLDER’S
EQUITY
|
Common
stock
|
The
Company has one class of common stock. As of December 31, 2006, there
were 200 shares of common stock authorized with 20 shares issued and
outstanding. All of the issued and outstanding shares are held by
ALCO Finance S.A. Each share has no par value and a stated price of
one dollar ($1.00).
12. SIGNIFICANT
CUSTOMERS AND CONCENTRATION OF CREDIT RISK
Sales
to the five largest customers represented 44.7% of the Company’s sales for the
year ended December 31, 2006. The Company’s largest customer, Eber
Bros. Wine & Liquor Corp., was responsible for 16.5% of sales during the
year. Accounts receivable from the five largest customers represented
47.0% of the Company’s total accounts receivable balance as of December 31,
2006. Accounts receivable from the Company’s largest customer
represented 21.1% of the Company’s total accounts receivable as of December 31,
2006.
Sales
to the Company’s five largest customers are expected to continue to represent a
significant portion of the Company’s revenues. The Company’s
arrangements with certain of its customers may, generally, be terminated by
either party with prior notice. The Company performs ongoing credit evaluations
of its customers’ financial position, and management of the Company is of the
opinion that any risk of significant loss is reduced due to the diversity of
customers and geographic sales area.
13. RELATED
PARTY TRANSACTIONS
|
During
the year ended December 31, 2006, the Company purchased $14,992,586
of
goods from Alcodis S.A. (“Alcodis”), a company that is under common
ownership with the Company’s stockholder. Amounts payable to
Alcodis totaled $2,763,538 as of December 31,
2006.
|
|
During
the year ended December 31, 2006, SMO made a distribution of $2,177,520
to
its members. ALCOFI INC. received $1,626,535 of this
amount. This distribution was eliminated during
consolidation. The remaining distribution of $550,985 was paid
to the minority interest holder.
|
14. SUBSEQUENT
EVENT
|
On
March 19, 2007, Constellation Brands, Inc. (“Constellation”) acquired the
Svedka Vodka brand, all of the common stock of the Company and a
100%
interest in SMO, for cash consideration of $384.2 million, net of
cash
acquired.
|
15. SUBSIDIARY
GUARANTOR
Subsequent
to December 31, 2006, the Company was acquired by Constellation (see Note
14). Constellation’s outstanding senior notes and senior subordinated
notes are guaranteed, jointly and severally, by ALCOFI INC. and
SMO. The following information presents the condensed consolidating
financial statements of the guarantors and nonguarantor of Constellation’s
outstanding senior notes and senior subordinated notes, in accordance with
Rule
3-10(g) of SEC Regulation S-X.
Separate
financial statements for the guarantors are not presented because the Company
has determined that such financial statements would not be material to
investors. The accounting policies of the guarantors and the
nonguarantor are the same as those described for the Company in the Summary
of
Significant Accounting Policies in Note 1 and include the recently adopted
accounting pronouncements described in Note 2. Subsequent to
Constellation’s acquisition of the Company, there are no restrictions on the
ability of the guarantors to transfer funds to Constellation in the form of
cash
dividends, loans or advances.
CONDENSED
CONSOLIDATING BALANCE SHEET
|
||||||||||||||||
DECEMBER
31, 2006
|
||||||||||||||||
Guarantors
|
Nonguarantor
|
Eliminations
|
Consolidated
|
|||||||||||||
ASSETS
|
||||||||||||||||
CURRENT
ASSETS:
|
||||||||||||||||
Cash
and cash equivalents
|
$ |
1,655,952
|
$ |
19,645
|
$ |
-
|
$ |
1,675,597
|
||||||||
Accounts
receivable
|
6,835,981
|
7,257
|
-
|
6,843,238
|
||||||||||||
Inventories
|
4,050,865
|
-
|
-
|
4,050,865
|
||||||||||||
Prepaid
expenses and other
|
88,250
|
-
|
-
|
88,250
|
||||||||||||
Total
current assets
|
12,631,048
|
26,902
|
-
|
12,657,950
|
||||||||||||
PROPERTY,
PLANT AND EQUIPMENT, net
|
227,586
|
-
|
-
|
227,586
|
||||||||||||
INTANGIBLE
ASSET, net
|
360,000
|
-
|
-
|
360,000
|
||||||||||||
OTHER
ASSETS
|
206,494
|
-
|
(25,335 | ) |
181,159
|
|||||||||||
TOTAL
ASSETS
|
$ |
13,425,128
|
$ |
26,902
|
$ | (25,335 | ) | $ |
13,426,695
|
|||||||
LIABILITIES
AND STOCKHOLDER'S EQUITY
|
||||||||||||||||
CURRENT
LIABILITIES:
|
||||||||||||||||
Accounts
payable
|
$ |
1,854,893
|
$ |
-
|
$ |
-
|
$ |
1,854,893
|
||||||||
Accounts
payable, related parties
|
2,828,284
|
215,558
|
(215,558 | ) |
2,828,284
|
|||||||||||
Accrued
federal and state income taxes
|
1,373,207
|
-
|
-
|
1,373,207
|
||||||||||||
Accrued
expenses
|
956,461
|
1,567
|
-
|
958,028
|
||||||||||||
Total
current liabilities
|
7,012,845
|
217,125
|
(215,558 | ) |
7,014,412
|
|||||||||||
DEFERRED
INCOME TAXES
|
71,695
|
-
|
-
|
71,695
|
||||||||||||
MINORITY
INTEREST
|
1,753,701
|
-
|
-
|
1,753,701
|
||||||||||||
STOCKHOLDER'S
EQUITY:
|
||||||||||||||||
Common
stock
|
20
|
240,205
|
(240,205 | ) |
20
|
|||||||||||
Additional
paid-in capital
|
200,180
|
-
|
-
|
200,180
|
||||||||||||
Retained
earnings
|
4,386,687
|
(430,428 | ) |
430,428
|
4,386,687
|
|||||||||||
Total
stockholder's equity
|
4,586,887
|
(190,223 | ) |
190,223
|
4,586,887
|
|||||||||||
TOTAL
LIABILITIES AND STOCKHOLDER'S EQUITY
|
$ |
13,425,128
|
$ |
26,902
|
$ | (25,335 | ) | $ |
13,426,695
|
|||||||
CONDENSED
CONSOLIDATING STATEMENT OF INCOME
|
||||||||||||||||
FOR
THE YEAR ENDED DECEMBER 31, 2006
|
||||||||||||||||
Guarantors
|
Nonguarantor
|
Eliminations
|
Consolidated
|
|||||||||||||
NET
SALES
|
$ |
41,800,579
|
$ |
5,838
|
$ |
-
|
$ |
41,806,417
|
||||||||
COST
OF PRODUCT SOLD
|
(22,484,402 | ) | (11,056 | ) |
-
|
(22,495,458 | ) | |||||||||
Gross
profit (loss)
|
19,316,177
|
(5,218 | ) |
-
|
19,310,959
|
|||||||||||
SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES
|
(12,429,638 | ) | (143,750 | ) |
-
|
(12,573,388 | ) | |||||||||
Operating
income (loss)
|
6,886,539
|
(148,968 | ) |
-
|
6,737,571
|
|||||||||||
OTHER
INCOME (EXPENSE):
|
||||||||||||||||
Interest
income
|
28,853
|
-
|
-
|
28,853
|
||||||||||||
Interest
expense
|
(11,578 | ) |
-
|
-
|
(11,578 | ) | ||||||||||
Equity
in earnings of subsidiaries
|
(148,968 | ) |
-
|
148,968
|
-
|
|||||||||||
Total
other income (expense)
|
(131,693 | ) |
-
|
148,968
|
17,275
|
|||||||||||
INCOME
(LOSS) BEFORE INCOME
|
||||||||||||||||
TAXES
AND MINORITY INTEREST
|
6,754,846
|
(148,968 | ) |
148,968
|
6,754,846
|
|||||||||||
PROVISION
FOR INCOME TAXES
|
(2,028,210 | ) |
-
|
-
|
(2,028,210 | ) | ||||||||||
INCOME
(LOSS) BEFORE MINORITY INTEREST
|
4,726,636
|
(148,968 | ) |
148,968
|
4,726,636
|
|||||||||||
MINORITY
INTEREST IN SUBSIDIARIES' EARNINGS
|
(1,664,621 | ) |
-
|
-
|
(1,664,621 | ) | ||||||||||
NET
INCOME (LOSS)
|
$ |
3,062,015
|
$ | (148,968 | ) | $ |
148,968
|
$ |
3,062,015
|
FOR
THE YEAR ENDED DECEMBER 31, 2006
|
||||||||||||||||
Guarantors
|
Nonguarantor
|
Eliminations
|
Consolidated
|
|||||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||||||
Net
cash provided by (used in) operating activities
|
$ |
2,522,005
|
$ | (32,964 | ) | $ |
-
|
$ |
2,489,041
|
|||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||||||
Purchases
of property, plant and equipment
|
(20,903 | ) |
-
|
-
|
(20,903 | ) | ||||||||||
Borrowings
on notes receivable, related party
|
(22,561 | ) |
-
|
-
|
(22,561 | ) | ||||||||||
Net
cash used in investing activities
|
(43,464 | ) |
-
|
-
|
(43,464 | ) | ||||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||||||
Dividends
paid to ALCO Finance S.A.
|
(900,000 | ) |
-
|
-
|
(900,000 | ) | ||||||||||
Net
cash used in financing activities
|
(900,000 | ) |
-
|
-
|
(900,000 | ) | ||||||||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
1,578,541
|
(32,964 | ) |
-
|
1,545,577
|
|||||||||||
CASH
AND CASH EQUIVALENTS - beginning of year
|
77,411
|
52,609
|
-
|
130,020
|
||||||||||||
CASH
AND CASH EQUIVALENTS - end of year
|
$ |
1,655,952
|
$ |
19,645
|
$ |
-
|
$ |
1,675,597
|
||||||||