Exhibit 99.2
Financial Statements as of and for the three years ended December 31, 2010
| Page(s) | ||||
Report of Independent Auditors |
1 | |||
Financial Statements |
||||
Balance Sheets |
2 | |||
Statements of Income |
3 | |||
Statements of Changes in Members’ Equity |
4 | |||
Statements of Cash Flows |
5 | |||
Notes to Financial Statements |
6-13 | |||
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| 2010 | 2009 | |||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 108,220 | $ | 52,195 | ||||
Accounts receivable — net |
102,108 | 99,067 | ||||||
Inventories |
87,552 | 94,695 | ||||||
Prepaid expenses and other current assets |
14,655 | 16,096 | ||||||
Receivables from related parties |
56 | 9,652 | ||||||
Total current assets |
312,591 | 271,705 | ||||||
Property and equipment, net |
4,818 | 5,227 | ||||||
Long-term assets |
||||||||
Intangible assets |
14,239 | 14,239 | ||||||
Goodwill |
13,003 | 13,003 | ||||||
Total intangible assets |
27,242 | 27,242 | ||||||
Other assets |
68 | 68 | ||||||
Total assets |
$ | 344,719 | $ | 304,242 | ||||
Liabilities and Members’ Equity |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 22,729 | $ | 12,878 | ||||
Accrued excise taxes |
7,187 | 5,442 | ||||||
Accrued expenses |
36,102 | 29,970 | ||||||
Accrued distribution to member |
19,000 | 25,000 | ||||||
Payables to related parties |
31,445 | 30,031 | ||||||
Total current liabilities |
116,463 | 103,321 | ||||||
Long-term liabilities |
||||||||
Long-term incentive plan |
4,410 | 3,381 | ||||||
Other liabilities |
73 | 46 | ||||||
Total long-term liabilities |
4,483 | 3,427 | ||||||
Members’ equity |
223,773 | 197,494 | ||||||
Total liabilities and members’ equity |
$ | 344,719 | $ | 304,242 | ||||
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| 2010 | 2009 | 2008 | ||||||||||
Sales |
$ | 2,533,631 | $ | 2,464,510 | $ | 2,628,602 | ||||||
Less: Excise taxes |
(197,705 | ) | (191,134 | ) | (202,309 | ) | ||||||
Net sales |
2,335,926 | 2,273,376 | 2,426,293 | |||||||||
Cost of product sold |
1,664,191 | 1,607,190 | 1,698,425 | |||||||||
Gross profit |
671,735 | 666,186 | 727,868 | |||||||||
Operating expenses |
||||||||||||
Selling, general and administrative |
237,454 | 219,631 | 224,944 | |||||||||
Operating income |
434,281 | 446,555 | 502,924 | |||||||||
Interest income |
73 | 248 | 1,330 | |||||||||
Net income |
$ | 434,354 | $ | 446,803 | $ | 504,254 | ||||||
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| Member | Accumulated | |||||||||||
| Contributions | Earnings/(Deficit) | Total | ||||||||||
Balance, December 31, 2007 |
$ | 221,656 | $ | 57,972 | $ | 279,628 | ||||||
Net income |
— | 504,254 | 504,254 | |||||||||
Distributions paid to members |
— | (511,819 | ) | (511,819 | ) | |||||||
Balance, December 31, 2008 |
221,656 | 50,407 | 272,063 | |||||||||
Net income |
— | 446,803 | 446,803 | |||||||||
Distributions paid to members |
— | (496,372 | ) | (496,372 | ) | |||||||
Distributions payable to member |
— | (25,000 | ) | (25,000 | ) | |||||||
Balance, December 31, 2009 |
221,656 | (24,162 | ) | 197,494 | ||||||||
Net income |
— | 434,354 | 434,354 | |||||||||
Distributions paid to members |
— | (389,075 | ) | (389,075 | ) | |||||||
Distributions payable to member |
— | (19,000 | ) | (19,000 | ) | |||||||
Balance, December 31, 2010 |
$ | 221,656 | $ | 2,117 | $ | 223,773 | ||||||
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| 2010 | 2009 | 2008 | ||||||||||
Cash flows from operating activities |
||||||||||||
Net income |
$ | 434,354 | $ | 446,803 | $ | 504,254 | ||||||
Adjustments to reconcile net income to net cash provided by
operating activities |
||||||||||||
Depreciation and amortization |
1,803 | 1,353 | 1,073 | |||||||||
Loss on disposal of long-lived assets |
15 | — | — | |||||||||
Changes in operating assets and liabilities |
||||||||||||
Decrease (increase) in - |
||||||||||||
Accounts receivable, including receivables from
related parties |
6,555 | (1,291 | ) | (760 | ) | |||||||
Inventories |
7,143 | 37,075 | 22,065 | |||||||||
Prepaid expenses and other assets |
1,441 | 9,014 | 5,764 | |||||||||
Increase (decrease) in - |
||||||||||||
Accounts payable, including payables to related parties |
11,265 | 6,958 | (8,429 | ) | ||||||||
Accrued excise taxes |
1,745 | (3,821 | ) | (815 | ) | |||||||
Accrued expenses and other liabilities |
7,188 | 11,091 | (10,420 | ) | ||||||||
Net cash provided by operating activities |
471,509 | 507,182 | 512,732 | |||||||||
Cash flows from investing activities |
||||||||||||
Purchases of property and equipment |
(1,409 | ) | (1,232 | ) | (1,746 | ) | ||||||
Net cash used in investing activities |
(1,409 | ) | (1,232 | ) | (1,746 | ) | ||||||
Cash flows from financing activities |
||||||||||||
Distributions paid to members |
(414,075 | ) | (496,372 | ) | (511,819 | ) | ||||||
Net cash used in financing activities |
(414,075 | ) | (496,372 | ) | (511,819 | ) | ||||||
Net increase (decrease) in cash and cash equivalents |
56,025 | 9,578 | (833 | ) | ||||||||
Cash and cash equivalents |
||||||||||||
Beginning of year |
52,195 | 42,617 | 43,450 | |||||||||
End of year |
$ | 108,220 | $ | 52,195 | $ | 42,617 | ||||||
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| 1. | Description of the Business and Summary of Significant Accounting Policies |
| Description of the Business |
| Crown Imports LLC (the “Company” or “Joint Venture”), a Delaware limited liability company, is a 50-50 joint venture between GModelo Corporation (“GModelo”), a wholly-owned subsidiary of Diblo, S.A. de C.V. (“Diblo”), and Constellation Beers Ltd. (previously known as Barton Beers, Ltd.) (“Barton”), an indirect wholly-owned subsidiary of Constellation Brands, Inc. (“Constellation”), created on January 2, 2007. The Company imports, markets and sells an imported beer portfolio across the entire U.S., the District of Columbia and Guam. The Company’s portfolio includes Corona Extra, Corona Light, Coronita, Modelo Especial, Negra Modelo, Pacifico, Victoria, and St. Pauli Girl and Tsingtao beer brands. Hereafter, Corona Extra, Corona Light, Coronita, Modelo Especial, Negra Modelo, Pacifico, and Victoria are collectively referred to as the “Modelo Brands.” |
| On January 2, 2007, pursuant to a contribution agreement among Barton, Diblo and the Company (the “Barton Contribution Agreement”), Barton contributed to the Company substantially all of Barton’s assets relating to importing, marketing and selling certain Modelo Brands and the St. Pauli Girl and Tsingtao brands and liabilities associated therewith (the “Barton Contributed Net Assets”), in exchange for a 50% membership interest in the Company. Simultaneously, GModelo, a related party of Grupo Modelo, S.A.B. de C.V. (“Modelo”), joined Barton as a member of the Company. In exchange for a 50% membership interest in the Company, GModelo contributed cash in an equal amount to the Barton Contributed Net Assets, subject to specified adjustments. The operations and governance of the Joint Venture are provided for in the Company’s Amended and Restated Limited Liability Company Agreement dated January 2, 2007 (the “LLC Agreement”). |
| Cash and Cash Equivalents |
| The Company considers all highly liquid investments with an original maturity of three months or less at the time of the purchase to be cash equivalents. Such investments are stated at cost, which approximates fair value. |
| Accounts Receivable |
| The majority of the accounts receivable balance is generated from sales to independent distributors with whom the Company has a predetermined collection date arranged through electronic funds transfer. An allowance for doubtful accounts is determined based on historical information and an assessment of individual accounts. |
| Inventories |
| Inventories, principally consisting of product for resale, are valued at the lower of cost or market, cost being determined on the first-in, first-out method. Substantially all inventory is related to finished goods inventory. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. |
| Property and Equipment |
| Purchases of property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the respective assets, generally using the straight-line method. Amortization of leasehold improvements is provided over the lesser of the lease term or the estimated useful life of the asset. Direct costs related to internally-developed software projects are capitalized and amortized over their estimated useful life. |
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| Amounts for maintenance and repairs are charged to expense as incurred. Major expenditures for improvements which are expected to increase the useful life of an item are capitalized to the appropriate asset accounts. Gains and losses on disposals of property and equipment are credited or charged to income. The estimated useful lives are as follows: |
| Depreciable life in years | ||||
Machinery and equipment |
3 to 10 | |||
Software |
3 to 7 | |||
| Income Taxes |
| The Company is treated as a partnership for federal and state income tax purposes. Accordingly, the members are responsible for U.S. federal and substantially all state income tax liabilities arising out of the operations. |
| Revenue Recognition |
| Sales are recognized when title passes to the customer, which is generally when the product is delivered. |
| In accordance with the guidance provided in The FASB Accounting Standards Codification (“ASC”) surrounding Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products), sales reflect reductions attributable to consideration given to customers in various customer incentive programs, including pricing discounts on single transactions, volume discounts, promotional and advertising allowances, and rebates. Certain customer incentive programs require management to estimate the cost of these programs. The accrued liability for these programs is determined through analysis of programs offered, historical trends, expectations regarding customer and consumer participation, sales and payment trends, and experience with payment patterns associated with similar programs that had been previously offered. Accrued promotional allowances at December 31, 2010 and 2009 were $13,502 and $14,004, respectively. Promotional expense for the years ended December 31, 2010, 2009, and 2008 was $121,611, $117,826, and $125,878, respectively. |
| In accordance with ASC guidance regarding How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement, excise taxes associated with transporting the products into the United States are recorded as a reduction to sales. In accordance with ASC guidance surrounding Reporting Revenue Gross as a Principal rather than Net as an Agent, the Company has entered into a revenue sharing agreement with one of its related parties, Extrade II, with sales being recorded on a gross basis. |
| Cost of Product Sold |
| The types of costs included in cost of product sold are principally cost of finished goods, packaging, and warehouse costs (including distribution network costs). Distribution network costs include inbound freight charges, outbound shipping and handling costs, purchasing and receiving costs, inspection costs, and warehousing costs. |
| Selling, General and Administrative Expenses |
| The types of costs included in selling, general and administrative expenses consist predominantly of advertising, marketing, and employee compensation and related benefits costs. Generally, distribution network costs are not included in the Company’s selling, general and administrative 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 at December 31, |
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| 2010 and 2009 were $5,829 and $5,100, respectively. Advertising expense for the years ended December 31, 2010, 2009, and 2008 was $139,826, $137,018, and $145,534, respectively. |
| In accordance with the guidance provided in the ASC surrounding Customer’s Characterization of Certain Consideration Received from a Vendor, cash consideration received by the Company from its vendors is presumed to be a reduction of the prices of the vendor’s products or services and, therefore, is characterized as a reduction of cost of product sold when recognized in the income statement, unless 1) it is a payment for assets or services delivered to the vendor, in which case the cash consideration shall be characterized as revenue (or other income, as appropriate) when recognized in the income statement or 2) it is a reimbursement of costs incurred by the Company to sell the vendor’s products, in which case the cash consideration shall be characterized as a reduction of that cost when recognized in the income statement. |
| On October 13, 2010, a decision was reached in binding arbitration in the case of Capital Beverage v. Crown Imports LLC. The arbitration panel found in favor of Capital Beverage, and awarded $9,032, plus Capital Beverage’s costs of $75, to be paid to Capital Beverage by the Company. The Company recorded and paid the award plus costs in 2010. Total expenses were included in selling, general and administrative expenses. |
| 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. |
| Subsequent Events |
| For the current reporting period, subsequent events were evaluated through February 25, 2011, which represents the date the financial statements were available to be issued. |
| 2. | Property and Equipment |
| A summary of property and equipment as of December 31, 2010 and 2009 is as follows: |
| 2010 | 2009 | |||||||
Leasehold improvements |
$ | 1,014 | $ | 957 | ||||
Machinery and equipment |
3,744 | 3,770 | ||||||
Software |
4,895 | 3,597 | ||||||
| 9,653 | 8,324 | |||||||
Less — accumulated depreciation and amortization |
4,835 | 3,097 | ||||||
Net property and equipment |
$ | 4,818 | $ | 5,227 | ||||
| Depreciation and amortization expense for the years ended December 31, 2010, 2009, and 2008 was equal to $1,803, $1,353, and $1,073, respectively. |
| 3. | Intangible Assets |
| The carrying value of intangible assets, including goodwill, at December 31, 2010 and 2009, was $27,242. Intangible assets represent distribution rights that are not amortized because they have |
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| an indefinite useful life. The Company reviews its intangible assets and goodwill annually for impairment, or sooner, if 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 comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment recognized is measured by the amount by which the carrying value of the assets exceeds the fair value of the assets. No impairments existed as of December 31, 2010 and 2009. |
| 4. | Employee Benefit Plans |
| 401(k) Plan |
| The Company sponsors a 401(k) plan for all salaried employees. The plan includes optional employee contributions as a percentage of eligible earnings, subject to Internal Revenue Service (“IRS”) limitations, with matching employer contributions as a percentage of eligible earnings. |
| Profit Sharing Plan |
| The Company sponsors a profit sharing plan for certain employees under which the Company makes discretionary contributions determined each plan year, subject to IRS limitations. |
| Supplementary Employee Benefit Plan (“SERP”) |
| The Company maintains a deferred compensation plan for key employees. The plan provides for employee deferrals for discretionary benefits provided by the Company, and the excess of any contributions owed through the profit sharing plan over IRS limitations. These employee benefits will be distributed in a lump-sum payment after the employees leave the Company. |
| Short-Term Incentive Plans |
| The Company maintains short-term incentive plans (“STIP”) for key employees. Eligible employees may be awarded cash bonuses, which vest based on achieving certain targets, as defined in the STIP. |
| Long-Term Incentive Plan |
| The Company maintains a long-term incentive plan (“LTIP”) for key employees. Eligible employees may be awarded cash bonuses, which vest based on achieving certain targets, as defined in the LTIP. |
| The total expenses under these plans for the years ended December 31, 2010, 2009, and 2008 are as follows: |
| 2010 | 2009 | 2008 | ||||||||||
401(k) plan |
$ | 441 | $ | 1,118 | $ | 701 | ||||||
Profit sharing plan |
2,239 | 1,552 | 1,657 | |||||||||
SERP |
26 | 27 | — | |||||||||
STIP |
7,279 | 4,742 | 2,864 | |||||||||
LTIP |
4,387 | 3,257 | 1,172 | |||||||||
Total |
$ | 14,372 | $ | 10,696 | $ | 6,394 | ||||||
| The total amount accrued related to employee benefit plans as of December 31, 2010 and 2009 was $16,790 and $11,684, respectively. |
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| 5. | Related Party Transactions |
| The Company and Extrade II S.A. de C.V. (“Extrade II”), an affiliate of GModelo, entered into an Importer Agreement (the “Importer Agreement”) effective as of the Company’s inception pursuant to which Extrade II granted to the Company the exclusive rights to import, market and sell certain Modelo Brands in the 50 States of the U.S., the District of Columbia and Guam. The Modelo Brands represented approximately 98% of the Company’s sales for the years ended December 31, 2010, 2009, and 2008. The Company also entered into a Sub-license Agreement (the “Sub-license Agreement”), pursuant to which Marcas Modelo S.A. de C.V. (“Marcas Modelo”), another affiliate of GModelo, granted the Company an exclusive sub-license to use certain trademarks related to the Modelo Brands within this territory. Certain inventory purchases are made through Extrade I S.A. de C.V., (“Extrade I”), also an affiliate of GModelo. Total purchases from Extrade I and Extrade II under the Importer Agreement totaled $1,117,639, $1,067,160, and $1,133,384 for the years ended December 31, 2010, 2009, and 2008, respectively. As of December 31, 2010 and 2009, payables to related parties for inventory purchases included $12,493 and $4,159, respectively, due to Extrade II. |
| The Importer Agreement also allows the Company to recover certain costs. Payments made to the Company under the Importer Agreement for the years ended December 31, 2010, 2009, and 2008, amounted to $0, $3,617, and $1,672, respectively, with $0 outstanding at December 31, 2010 and 2009. |
| The Company makes royalty payments, which are included in cost of product sold, to Marcas Modelo for the use of the Modelo Brands brand names. Payments from the Company under the Sub-license Agreement for the years ended December 31, 2010, 2009, and 2008, amounted to $149,399, $143,122, and $153,339, respectively, with $1,871 and $525 due to this related party at December 31, 2010 and 2009, respectively. |
| Under the terms of the LLC Agreement, the Company follows a strategic pricing initiative (“Initiative”) for certain Modelo Brands sold in the Company’s territory. Based on this Initiative, the Company agrees to share revenue with Extrade II based on market price adjustments as established within the Importer Agreement, subject to recovery by the Company of certain costs that offset revenue sharing amounts. The amounts estimated by the Company under this Initiative are subject to periodic review by the joint venture members and adjustments, if any, are accounted for on a prospective basis. The Company has estimated revenue sharing, net of certain cost recoveries, earned by Extrade II amounted to $23,622, $24,781, and $14,446 for the years ended December 31, 2010, 2009, and 2008, respectively. The Company had a net payable to Extrade II of $7,541 and $7,727 as of December 31, 2010 and 2009, respectively. |
| Additionally, the Company entered into a marketing initiative with Marketing Modelo S.A. de C.V. (“Marketing Modelo”), an affiliate of GModelo, for advertising. The Company also purchased various marketing and promotional materials from GModelo. The total amount paid to these related parties for the years ended December 31, 2010, 2009, and 2008 for marketing and promotions amounted to $2,224, $1,877, and $1,847, respectively, with $7 and $21 due to this related party at December 31, 2010 and 2009, respectively. |
| Barton charged the Company $19,010, $18,279, and $17,576 for shared services provided to the Company for the years ended December 31, 2010, 2009, and 2008, respectively. Services provided include information technology, licensing, financial accounting, tax, administrative, legal and human resources. The current service agreement expires at the end of 2011. In 2012 and |
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| 2013, the services provided will only include information technology. The fee is charged monthly, with future annual commitments as follows: |
| Years ending December 31 | ||||
2011 |
$ | 19,771 | ||
2012 |
6,700 | |||
2013 |
6,800 | |||
Total future commitments |
$ | 33,271 | ||
| 6. | Leases |
| The Company’s leasing operations consist principally of the leasing of office space and motor vehicles. |
| Office space leases are all classified as operating leases and expire over the next ten years. Motor vehicle leases are classified as operating and expire over the next three years. |
| The future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year are as follows at December 31, 2010: |
| Years ending December 31 | ||||
2011 |
$ | 3,205 | ||
2012 |
984 | |||
2013 |
752 | |||
2014 |
734 | |||
2015 |
753 | |||
Thereafter |
2,005 | |||
Total minimum payments |
$ | 8,433 | ||
| Total rental expense was $3,089, $3,585, and $3,677 for the years ended December 31, 2010, 2009, and 2008, respectively. |
| 7. | Commitments and Contingencies |
| Line of Credit |
| The Company maintains an uncommitted line of credit with Citibank, N.A., which provides for maximum borrowings of $15,000. The line of credit matured on December 31, 2010. Borrowings under the line of credit bear an interest rate determined two business days before the first day of such interest period based on the rate per annum at which U.S. Dollar deposits are offered to prime banks in the London interbank market plus a margin of 200 basis points. As of January 2, 2011, the line of credit was renewed by management with a maturity date of December 31, 2011 under comparable terms. As of December 31, 2010 and 2009, there were no outstanding balances on the line of credit. |
| Warehouse Commitments |
| The Company enters into warehousing agreements, where rentals are based on a fixed rate per case stored, along with associated handling and repackaging fees. Under certain warehousing agreements, the Company is required to make minimum future payments based on minimum case volume per annum, whether it uses the warehouse or not. For the years ended December 31, |
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| 2010, 2009, and 2008, the Company met all minimum requirements. The annual amount of such required payments at December 31, 2010 is as follows: |
| Year ending December 31 | ||||
2011 |
$ | 2,913 | ||
Total minimum payments |
$ | 2,913 | ||
| Contingencies |
| The Company is a party to various litigation, which arises in the ordinary course of business. Although the amount of any liability with respect to such litigation cannot be determined, in the opinion of management, such liability will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
| On December 15, 2009, the Company became aware of a lawsuit filed by GModelo against Constellation regarding a disagreement over how incremental marketing costs for the Company in 2010 were to be funded. The Company was not a party to this lawsuit, and the lawsuit was not expected to have a material impact upon the Company’s financial position or its ongoing operations. On October 29, 2010, the lawsuit was voluntarily dismissed by agreement of GModelo and Constellation, with no material impact to the Company’s financial position or its operations. |
| Distribution Agreements |
| The Company distributes Tsingtao and St. Pauli Girl beer pursuant to exclusive distribution agreements with the suppliers of these products. The Company’s agreement with Tsingtao and St. Pauli Girl are both scheduled to expire on December 31, 2011. Prior to their expiration, these agreements may be terminated if the Company fails to meet certain performance criteria. At December 31, 2010, the Company believes it is in compliance with all of its material distribution agreements with its suppliers, and the Company does not believe that these agreements will be terminated. The Company is in the process of extending the terms of the agreements. |
| 8. | Members’ Equity |
| The Company has been established as a limited liability company. Under the terms of the LLC Agreement, there is one class of membership interest in the Company and, unless otherwise provided for in the LLC Agreement, all membership interests are entitled to the same benefits, rights, duties and obligations and vote on all matters as a single class. Additionally, under the terms of the LLC Agreement, no member of the Company is liable for any debt, obligation or liability of the Company, except as provided by law or otherwise specifically as provided in the LLC Agreement. A member cannot, unless otherwise provided for in the LLC Agreement, transfer all or any portion of its membership interest. |
| The Company is authorized to establish a capital account for each member equal to that member’s initial capital contribution, represented by Common Units. The Common Units are voting and subject to transfer restrictions as defined in the LLC Agreement. As of December 31, 2010 and 2009, the Company had 100 Common Units, with each of GModelo and Barton owning 50 units, in exchange for the contributions made to the Company at inception. |
| As described in the LLC Agreement, under certain circumstances including (i) material interference with the Importer Agreement, Barton has the right (but not the obligation) to sell its membership interest to GModelo; (ii) a proposed change in control of Barton, GModelo has the right (but not the obligation) to purchase Barton’s membership interest; and (iii) at the conclusion of each ten year |
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| period of the joint venture, GModelo has the right (but not the obligation) to purchase Barton’s membership interest. Any such transfer is subject to the satisfaction of certain conditions, and the relevant purchase price is determined pursuant to specific formulas, all as set forth in the LLC Agreement. |
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