Published on October 4, 2007

NEWS
RELEASE
21
CONTACTS
|
|
Media
|
Investor
Relations
|
Mike
Martin - 585-218-3669
Angie
Blackwell - 585-218-3842
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Patty
Yahn-Urlaub - 585-218-3838
Bob
Czudak - 585-218-3668
|
Constellation
Brands Reports Q2 Fiscal 2008 Results
· |
Strong
cash flow drives debt
reduction
|
· |
U.S.
distributor inventory reduction substantially
completed
|
· |
Company
increases full-year
guidance
|
FAIRPORT,
N.Y., Oct. 4, 2007
-
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), a leading international
producer and marketer of beverage alcohol, today reported diluted earnings
per
share (“EPS”) on a reported basis of $0.33 for the quarter ended Aug. 31, 2007
(“second quarter 2008”), compared with $0.28 for the prior year second quarter.
On a comparable basis, second quarter 2008 diluted EPS totaled $0.35 versus
$0.43 for the prior year.
“We
have
substantially completed our previously announced U.S. wine distributor inventory
reduction initiative during the second quarter,” stated Rob Sands, Constellation
Brands president and chief executive officer. “For the quarter, we delivered
solid cash flow and reduced our debt by more than $200 million from first
quarter levels. As anticipated, both the U.S. wine distributor inventory
reduction and the lingering softness in our U.K. business impacted our overall
performance. However, we believe the distributor inventory initiative, as well
as our ongoing efforts to improve performance in the U.K., will better position
us for long-term growth.”
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more
-
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2
-
Second
Quarter 2008 Net Sales Highlights*
(in
millions)
Reported
|
Organic
|
||||||||||||||||||
Net
Sales
|
Change
|
Constant
Currency
Change
|
Net
Sales
|
Change
|
Constant
Currency
Change
|
||||||||||||||
Consolidated
|
$
|
893
|
-37
|
%
|
-39
|
%
|
$
|
881
|
2
|
%
|
-1
|
%
|
|||||||
Branded
Wine
|
$
|
739
|
3
|
%
|
-1
|
%
|
$
|
739
|
1
|
%
|
-3
|
%
|
|||||||
Imported
Beers
|
-
|
-100
|
%
|
-100
|
%
|
||||||||||||||
Spirits
|
$
|
105
|
25
|
%
|
25
|
%
|
$
|
93
|
11
|
%
|
11
|
%
|
|||||||
Wholesale/other
|
$
|
49
|
-82
|
%
|
-84
|
%
|
$
|
49
|
7
|
%
|
-1
|
%
|
Second
Quarter 2008 Profit Highlights*
(in
millions, except per share data)
Reported
|
Change
|
|
Comparable
|
Change
|
|||||||||
Operating
income
|
$
|
117
|
-35
|
%
|
$
|
125
|
-47
|
%
|
|||||
Equity
in earnings of equity method investees**
|
$
|
80
|
NM
|
$
|
80
|
NM
|
|||||||
Earnings
before interest and taxes (EBIT)
|
-
|
-
|
$
|
205
|
-14
|
%
|
|||||||
Operating
margin
|
13.1
|
%
|
+30
bps
|
14.0
|
%
|
-
270
|
bps | ||||||
Net
income
|
$
|
72
|
5
|
%
|
$
|
77
|
-26
|
%
|
|||||
Diluted
EPS
|
$
|
0.33
|
18
|
%
|
$
|
0.35
|
-19
|
%
|
* |
Definitions
of reported, comparable, organic and constant currency, as well as
reconciliations of non-GAAP financial measures, are contained elsewhere
in
this news release.
|
** |
Hereafter
referred to as “equity
earnings.”
|
NM
=
Not meaningful.
Net
Sales Commentary
The
reported consolidated net sales decrease of 37 percent primarily reflects the
benefits of the SVEDKA Vodka acquisition, more than offset by the impact of
reporting the Crown Imports and Matthew Clark wholesale business joint ventures
under the equity method. Organic net sales decreased one percent on a constant
currency basis.
Branded
wine net sales decreased one percent on a constant currency basis and decreased
three percent on an organic constant currency basis. For North America, branded
wine net sales decreased four percent on a constant currency basis, reflecting
strong growth in Canada that was more than offset by Constellation’s initiative
to reduce distributor inventory levels in the U.S.
“Our
Canadian business turned in a solid performance for the quarter, driven by
very
good results from Jackson-Triggs, Sawmill Creek, Inniskillin and new products,”
explained Sands. “Our premium U.S. wine portfolio continues to deliver solid
marketplace performance with brands such as Woodbridge by Robert Mondavi, Kim
Crawford, Nobilo, Estancia, Toasted Head and Simi.
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more
-
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3
-
Organic
net sales for branded wine for Europe increased four percent on a constant
currency basis, primarily due to higher sales of popular priced wine in mainland
Europe, and a slight increase in sales for the U.K. On a constant currency
basis, net sales for Australia/New Zealand branded wine decreased seven percent.
The branded wine market in the U.K. and Australia reflects ongoing competitive
challenges and continued pricing pressure.
Total
spirits net sales increased 25 percent for the quarter, primarily due to the
March 2007 acquisition of SVEDKA Vodka, while organic net sales were up 11
percent primarily due to higher average selling prices and volume
gains.
“SVEDKA
continued to be a stellar performer and maintained an excellent growth rate
in
the second quarter,” said Sands. “SVEDKA’s growing appeal validates our point of
view about continued U.S. consumer interest in, and demand for, premium spirits.
Additionally, our 99 Schnapps family, Ridgemont Reserve 1792 bourbon, Meukow
cognac and recently launched products turned in solid performances.”
Operating
Income, Net Income, Diluted EPS Commentary
The
decrease in operating income and the increase in equity earnings for second
quarter 2008 were primarily due to the impact of reporting $78.8 million of
equity earnings from the Crown Imports joint venture under the equity method.
“Our Crown Imports joint venture is gaining traction and we look for continued
growth as we strive to maximize the long-term potential for Corona and the
other
brands in the joint venture’s leading imported beer portfolio in the U.S.,”
stated Sands.
Wines
segment operating income decreased $38.9 million versus the prior year. This
was
primarily due to lower net sales associated with efforts to reduce distributor
inventories in the U.S. and the impact of the U.K. and Australia business
performance, partially offset by the increased contribution from the Canadian
business.
Spirits
segment operating income increased $3.2 million primarily due to the addition
of
SVEDKA and from the increase in base business net sales, offset somewhat by
higher material costs.
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more
-
-
4
-
For
the
second quarter, acquisition-related integration costs, restructuring and related
charges and unusual items totaled $8.0 million, compared with $53.9 million
for
the prior year. Net income and diluted EPS were also impacted by interest
expense, which increased 20 percent to $86.7 million for second quarter 2008,
primarily due to the financing of the SVEDKA acquisition and $500 million of
share repurchases. Due to strong free cash flow generated during the quarter,
total debt decreased by more than $200 million from first quarter
levels.
Share
Repurchases
During
the second quarter, the company received an additional 0.9 million shares under
the accelerated share repurchase transaction announced in May 2007, which
completed the transaction. The company did not make any additional cash payments
in connection with receipt of these shares. For the first half of fiscal 2008,
the company purchased 21.3 million shares of its class A common stock through
a
combination of open market repurchases and an accelerated share repurchase
transaction at an aggregate cost of $500 million, or an average of $23.44 per
share.
Outlook
The
table
below sets forth management’s current diluted earnings per share expectations
for fiscal year 2008 compared to fiscal year 2007 actual results, both on a
reported basis and a comparable basis.
Constellation
Brands Fiscal Year 2008
Diluted
Earnings Per Share Outlook
Reported
Basis
|
Comparable
Basis
|
|||
FY08
Estimate
|
FY07
Actual
|
FY08
Estimate
|
FY07
Actual
|
|
Fiscal
Year
Ending
Feb. 29
or
Feb. 28
|
$1.20
- $1.28
|
$1.38
|
$1.34
- $1.42
|
$1.68
|
Full-year
fiscal 2008 guidance includes the following current
assumptions:
· |
Net
sales: low single-digit growth in organic net sales and low single-digit
incremental benefit from the acquisitions of Vincor International
Inc. and
the SVEDKA Vodka brand and related business. As a result of these
increases, and the impact of reporting the Crown Imports joint venture
and
the joint venture for the Matthew Clark wholesale business
under the equity method, reported net sales are expected to decrease
30 to
32 percent
from net sales for fiscal year
2007
|
-
more
-
-
5
-
· |
Interest
expense: approximately $330 - $340
million
|
· |
Stock
compensation expense: approximately $30 million
|
· |
Tax
rate: approximately 39 percent on a reported basis, which includes
a
provision of approximately two percentage points related to the
loss on
disposal in connection with the company’s contribution of its U.K.
wholesale business to the Matthew Clark joint venture and the repatriation
of proceeds associated with this transaction, or approximately
37 percent
on a comparable basis
|
· |
Weighted
average diluted shares outstanding: approximately 225
million
|
· |
Free
cash flow: $160 - $180
million
|
Conference
Call
A
conference call to discuss second quarter 2008 results and outlook will be
hosted by President and Chief Executive Officer Rob Sands and Executive Vice
President and Chief Financial Officer Bob Ryder on Thursday, Oct. 4, 2007 at
10:00 a.m. (eastern). The conference call can be accessed by dialing
+973-935-8505 beginning 10 minutes prior to the start of the call. A live
listen-only webcast of the conference call, together with a copy of this news
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
Reported
basis (“reported”) operating income, equity in earnings of equity method
investees, net income and diluted earnings per share are as reported under
generally accepted accounting principles. Operating income, equity in earnings
of equity method investees, net income and diluted earnings per share on a
comparable basis (“comparable”), exclude acquisition-related integration costs,
restructuring and related charges and unusual items. 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.
The
company discusses additional non-GAAP measures in this news release, including
constant currency net sales, organic net sales, comparable basis EBIT and free
cash flow.
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more
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-
6
-
Tables
reconciling non-GAAP measures, together with definitions of these measures
and
the reasons management uses these measures, are included in this news release.
About
Constellation Brands
Constellation
Brands, Inc. is a leading international producer and marketer of beverage
alcohol in the wine, spirits and imported beer categories, with significant
market presence in the U.S., Canada, U.K., Australia and New Zealand. Based
in
Fairport, N.Y., the company has more than 250 brands in its portfolio, sales
in
approximately 150 countries and operates approximately 60 wineries, distilleries
and distribution facilities. It is the largest wine producer in the world;
the
largest wine company in the U.S. based upon sales dollar value, the largest
wine
company in the U.K., Australia and Canada; the second largest wine company
in
New Zealand; the largest beer importer and marketer in the U.S. through its
Crown Imports joint venture with Mexico’s Grupo Modelo; and the third largest
spirits company in the U.S. Constellation Brands is an S&P 500 Index and
Fortune 500® company. Major brands in the company’s portfolio include Corona
Extra, Black Velvet Canadian Whisky, the SVEDKA vodka line, Robert Mondavi
wines, Ravenswood, Blackstone, Hardys, Banrock Station, Nobilo, Kim Crawford,
Inniskillin, Jackson-Triggs and Arbor Mist. To learn more about Constellation
Brands and its product portfolio visit the company’s Web site at www.cbrands.com.
Forward-Looking
Statements
The
statements made under the heading Outlook, as well as all other statements
set
forth in this news 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 current quarter, Constellation may reiterate the estimates set forth above
under the heading Outlook and elsewhere in this news release (collectively,
the
"Projections"). Prior to the start of the company's quiet period, which will
begin at the close of business on Nov. 16, 2007, the public can continue to
rely
on the Projections as still being Constellation's current expectations on the
matters covered, unless Constellation publishes a notice stating
otherwise.
Commencing
at the close of business on Nov. 16, 2007, Constellation will observe a "quiet
period" during which the Projections should not be considered to constitute
the
company's expectations. During the quiet period, the Projections should be
considered to be historical, speaking as of prior to the quiet period only
and
not subject to update by the company.
The
company's forward-looking statements are based on management's current
expectations and, unless otherwise noted, do not take into account the impact
of
any future acquisition, merger or any other business combination, divestiture,
restructuring or other strategic business realignments, 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 fiscal 2008, and (ii) the company's estimated
diluted earnings per share on a comparable basis for fiscal 2008, 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 news release are
also subject to the following risks and uncertainties: factors relating to
Constellation's ability to integrate Vincor's business, and the SVEDKA Vodka
business, successfully and realize expected synergies associated with the Vincor
acquisition; the continued strength of Vincor's relationships, and relationships
of the SVEDKA Vodka business, with their respective employees, suppliers and
customers; the accuracy of the bases for forecasts relating to Vincor's business
and the SVEDKA Vodka brand and related business; final management determinations
and independent appraisals may vary materially from current management estimates
of the fair value of assets acquired and liabilities assumed in the SVEDKA
Vodka
business acquisition; the company's restructuring and related charges,
acquisition-related integration costs and
purchase accounting adjustments associated with the Vincor integration plan
(announced in July 2006) and the company's restructuring and related charges
associated with the Fiscal 2007 Wine Plan (announced in August 2006) and its
global wine restructuring plan announced in February 2006 may vary materially
from management's current estimates of these charges, costs and adjustments
due
to variations in one or more of anticipated headcount reductions, contract
terminations, or costs of implementation of these plans; the company achieving
all of the expected cost savings from its Fiscal 2007 Wine Plan, from its Vincor
integration plan and from its global wine restructuring plan due to, with
respect to any or all of these plans, lower than anticipated reductions in
headcount or other expenses, or a delay or greater than anticipated costs in
their implementation; the company may realize lower than expected proceeds
from
sale of assets identified for sale under the Fiscal 2007 Wine Plan and
consequently incurs a greater than expected loss on the sale of such assets;
the
impact upon net sales and diluted earnings per share resulting from the decision
to reduce distributor wine inventory levels in the U.S. varying from current
expectations due to the actual levels of distributor wine inventory reductions;
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; governmental bodies may increase tax rates; proportionately,
the company's taxable income may be higher than expected in jurisdictions with
higher tax rates; and changes in interest rates and foreign currency exchange
rates.
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more
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-
7
-
The
company acquired Vincor International Inc. on June 5, 2006 and the SVEDKA Vodka
brand and related business on March 19, 2007. In addition, on Jan. 2, 2007,
the
company formed the Crown Imports joint venture with Grupo Modelo S.A.B. de
C.V.
for the purpose of importing and marketing Modelo's Mexican beer portfolio
into
the United States and Guam, and on April 17, 2007, the company formed the
Matthew Clark joint venture with Punch Taverns plc to own and operate the U.K.
wholesale business formerly owned entirely by the company. Risks and
uncertainties associated with these joint ventures include, among others, each
joint venture's ability to operate the business successfully, each joint
venture's ability to develop appropriate standards, controls, procedures and
policies for the growth and management of such joint venture and the continued
strength of each joint venture's relationships with, including without
limitation, its employees, suppliers and customers. Additional risks and
uncertainties associated with the Matthew Clark joint venture include factors
relating to higher than expected formation and/or start-up costs for the joint
venture, and the accuracy of the basis for the forecasts relating to the joint
venture's business, including any capital investment in distribution
infrastructure or the realization of any distribution efficiencies.
For
additional information about risks and uncertainties that could adversely affect
Constellation's forward-looking statements, please refer to Constellation's
filings with the Securities and Exchange Commission, including its Annual Report
on Form 10-K for the fiscal year ended Feb. 28, 2007, which contains a
discussion of additional factors that may affect Constellation's business.
The
factors discussed in these reports could cause actual future performance to
differ from current expectations.
#
# #
-
8 -
Constellation
Brands, Inc. and Subsidiaries
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in
millions)
August
31, 2007
|
February
28, 2007
|
||||||
Assets
|
|||||||
Current
Assets:
|
|||||||
Cash
and cash investments
|
$
|
33.2
|
$
|
33.5
|
|||
Accounts
receivable, net
|
784.5
|
881.0
|
|||||
Inventories
|
1,922.7
|
1,948.1
|
|||||
Prepaid
expenses and other
|
147.0
|
160.7
|
|||||
Total
current assets
|
2,887.4
|
3,023.3
|
|||||
Property,
plant and equipment, net
|
1,728.6
|
1,750.2
|
|||||
Goodwill
|
3,354.4
|
3,083.9
|
|||||
Intangible
assets, net
|
1,216.4
|
1,135.4
|
|||||
Other
assets, net
|
544.3
|
445.4
|
|||||
Total
assets
|
$
|
9,731.1
|
$
|
9,438.2
|
|||
Liabilities
and Stockholders' Equity
|
|||||||
Current
Liabilities:
|
|||||||
Notes
payable to banks
|
$
|
149.8
|
$
|
153.3
|
|||
Current
maturities of long-term debt
|
307.4
|
317.3
|
|||||
Accounts
payable
|
281.3
|
376.1
|
|||||
Accrued
excise taxes
|
72.1
|
73.7
|
|||||
Other
accrued expenses and liabilities
|
641.4
|
670.7
|
|||||
Total
current liabilities
|
1,452.0
|
1,591.1
|
|||||
Long-term
debt, less current maturities
|
4,291.8
|
3,714.9
|
|||||
Deferred
income taxes
|
473.7
|
474.1
|
|||||
Other
liabilities
|
324.8
|
240.6
|
|||||
Total
liabilities
|
6,542.3
|
6,020.7
|
|||||
Total
stockholders' equity
|
3,188.8
|
3,417.5
|
|||||
Total
liabilities and stockholders' equity
|
$
|
9,731.1
|
$
|
9,438.2
|
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more -
- 9
-
Constellation
Brands, Inc. and Subsidiaries
CONSOLIDATED
STATEMENTS OF INCOME
(in
millions, except per share data)
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
August
31, 2007
|
August
31, 2006
|
August
31, 2007
|
August
31, 2006
|
||||||||||
Sales
|
$
|
1,167.9
|
$
|
1,714.9
|
$
|
2,343.3
|
$
|
3,145.1
|
|||||
Excise
taxes
|
(275.3
|
)
|
(297.4
|
)
|
(549.5
|
)
|
(571.7
|
)
|
|||||
Net
sales
|
892.6
|
1,417.5
|
1,793.8
|
2,573.4
|
|||||||||
Cost
of product sold
|
(582.9
|
)
|
(1,002.7
|
)
|
(1,215.9
|
)
|
(1,840.0
|
)
|
|||||
Gross
profit
|
309.7
|
414.8
|
577.9
|
733.4
|
|||||||||
Selling,
general and administrative expenses
|
(190.5
|
)
|
(204.4
|
)
|
(388.1
|
)
|
(377.0
|
)
|
|||||
Acquisition-related
integration costs
|
(1.6
|
)
|
(7.4
|
)
|
(3.6
|
)
|
(8.1
|
)
|
|||||
Restructuring
and related charges
|
(0.4
|
)
|
(21.7
|
)
|
(0.8
|
)
|
(24.0
|
)
|
|||||
Operating
income
|
117.2
|
181.3
|
185.4
|
324.3
|
|||||||||
Equity
in earnings of equity method investees
|
80.1
|
0.2
|
155.9
|
0.3
|
|||||||||
Interest
expense, net
|
(86.7
|
)
|
(72.5
|
)
|
(166.4
|
)
|
(121.2
|
)
|
|||||
Gain
on change in fair value of derivative instrument
|
-
|
2.6
|
-
|
55.1
|
|||||||||
Income
before income taxes
|
110.6
|
111.6
|
174.9
|
258.5
|
|||||||||
Provision
for income taxes
|
(38.5
|
)
|
(43.2
|
)
|
(73.0
|
)
|
(104.6
|
)
|
|||||
Net
income
|
72.1
|
68.4
|
101.9
|
153.9
|
|||||||||
Dividends
on preferred stock
|
-
|
(2.4
|
)
|
-
|
(4.9
|
)
|
|||||||
Income
available to common stockholders
|
$
|
72.1
|
$
|
66.0
|
$
|
101.9
|
$
|
149.0
|
|||||
Earnings
Per Common Share:
|
|||||||||||||
Basic
- Class A Common Stock
|
$
|
0.34
|
$
|
0.30
|
$
|
0.46
|
$
|
0.67
|
|||||
Basic
- Class B Common Stock
|
$
|
0.31
|
$
|
0.27
|
$
|
0.42
|
$
|
0.61
|
|||||
Diluted
- Class A Common Stock
|
$
|
0.33
|
$
|
0.28
|
$
|
0.45
|
$
|
0.64
|
|||||
Diluted
- Class B Common Stock
|
$
|
0.30
|
$
|
0.26
|
$
|
0.41
|
$
|
0.59
|
|||||
Weighted
Average Common Shares Outstanding:
|
|||||||||||||
Basic
- Class A Common Stock
|
191.308
|
200.316
|
198.472
|
199.943
|
|||||||||
Basic
- Class B Common Stock
|
23.819
|
23.845
|
23.821
|
23.849
|
|||||||||
Diluted
- Class A Common Stock
|
219.300
|
240.318
|
226.395
|
240.052
|
|||||||||
Diluted
- Class B Common Stock
|
23.819
|
23.845
|
23.821
|
23.849
|
-
more -
- 10
-
Constellation
Brands, Inc. and Subsidiaries
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(in
millions)
Six
Months Ended
|
|||||||
August
31, 2007
|
August
31, 2006
|
||||||
Cash
Flows From Operating Activities
|
|||||||
Net
income
|
$
|
101.9
|
$
|
153.9
|
|||
Adjustments
to reconcile net income to net cash provided
by operating activities:
|
|||||||
Depreciation
of property, plant and equipment
|
71.6
|
58.5
|
|||||
Stock-based
compensation expense
|
16.9
|
7.8
|
|||||
Loss
on disposal of business
|
6.8
|
17.4
|
|||||
Amortization
of intangible and other assets
|
5.4
|
3.7
|
|||||
Deferred
tax provision
|
3.4
|
31.1
|
|||||
Equity
in earnings of equity method investees, net
of
distributed earnings
|
2.2
|
0.2
|
|||||
Loss
on disposal or impairment of long-lived assets, net
|
0.7
|
1.4
|
|||||
Gain
on change in fair value of derivative instrument
|
-
|
(55.1
|
)
|
||||
Non-cash
portion of loss on extinguishment of debt
|
-
|
11.8
|
|||||
Change
in operating assets and liabilities, net of effects from
purchases and sales of businesses:
|
|||||||
Accounts
receivable, net
|
(56.6
|
)
|
(152.1
|
)
|
|||
Inventories
|
1.8
|
36.0
|
|||||
Prepaid
expenses and other current assets
|
(9.0
|
)
|
(43.1
|
)
|
|||
Accounts
payable
|
(10.7
|
)
|
55.3
|
||||
Accrued
excise taxes
|
13.1
|
1.0
|
|||||
Other
accrued expenses and liabilities
|
61.4
|
(57.6
|
)
|
||||
Other,
net
|
(31.2
|
)
|
11.2
|
||||
Total
adjustments
|
75.8
|
(72.5
|
)
|
||||
Net
cash provided by operating activities
|
177.7
|
81.4
|
|||||
Cash
Flows From Investing Activities
|
|||||||
Purchase
of business, net of cash acquired
|
(386.3
|
)
|
(1,091.8
|
)
|
|||
Purchases
of property, plant and equipment
|
(47.0
|
)
|
(103.1
|
)
|
|||
Payment
of accrued earn-out amount
|
(2.8
|
)
|
(1.1
|
)
|
|||
Investment
in equity method investee
|
(0.6
|
)
|
-
|
||||
Proceeds
from formation of joint venture
|
185.6
|
-
|
|||||
Proceeds
from sales of businesses
|
3.0
|
28.4
|
|||||
Proceeds
from sales of assets
|
2.3
|
1.2
|
|||||
Proceeds
from maturity of derivative instrument
|
-
|
55.1
|
|||||
Other
investing activities
|
-
|
(0.1
|
)
|
||||
Net
cash used in investing activities
|
(245.8
|
)
|
(1,111.4
|
)
|
|||
Cash
Flows From Financing Activities
|
|||||||
Proceeds
from issuance of long-term debt
|
716.1
|
3,695.0
|
|||||
Exercise
of employee stock options
|
12.5
|
33.8
|
|||||
Excess
tax benefits from stock-based payment awards
|
7.4
|
12.3
|
|||||
Proceeds
from employee stock purchases
|
3.0
|
3.2
|
|||||
Purchases
of treasury stock
|
(500.0
|
)
|
(82.0
|
)
|
|||
Principal
payments of long-term debt
|
(163.1
|
)
|
(2,771.5
|
)
|
|||
Payment
of financing costs of long-term debt
|
(6.1
|
)
|
(19.3
|
)
|
|||
Net
(repayment of) proceeds from notes payable
|
(2.1
|
)
|
212.1
|
||||
Payment
of preferred stock dividends
|
-
|
(4.9
|
)
|
||||
Net
cash provided by financing activities
|
67.7
|
1,078.7
|
|||||
Effect
of exchange rate changes on cash and cash investments
|
0.1
|
(17.4
|
)
|
||||
Net
(decrease) increase in cash and cash equivalents
|
(0.3
|
)
|
31.3
|
||||
Cash
and cash investments, beginning of period
|
33.5
|
10.9
|
|||||
Cash
and cash investments, end of period
|
$
|
33.2
|
$
|
42.2
|
-
more -
- 11
-
Constellation
Brands, Inc. and Subsidiaries
SEGMENT
INFORMATION
(in
millions)
Three
Months Ended
|
Six
Months Ended
|
||||||||||||||||||
August
31, 2007
|
August
31,
2006
|
Percent
Change
|
August
31, 2007
|
August
31, 2006
|
Percent
Change
|
||||||||||||||
Segment
Net Sales and Operating Income
|
|||||||||||||||||||
Constellation
Wines
|
|||||||||||||||||||
Branded
wine net sales
|
$
|
738.9
|
$
|
716.5
|
3
|
%
|
$
|
1,358.8
|
$
|
1,233.7
|
10
|
%
|
|||||||
Wholesale
and other net sales
|
48.9
|
275.8
|
(82
|
%)
|
233.3
|
523.1
|
(55
|
%)
|
|||||||||||
Segment
net sales
|
$
|
787.8
|
$
|
992.3
|
(21
|
%)
|
$
|
1,592.1
|
$
|
1,756.8
|
(9
|
%)
|
|||||||
Operating
income
|
$
|
124.9
|
$
|
163.8
|
(24
|
%)
|
$
|
211.1
|
$
|
260.0
|
(19
|
%)
|
|||||||
%
Net sales
|
15.9
|
%
|
16.5
|
%
|
13.3
|
%
|
14.8
|
%
|
|||||||||||
Equity
in earnings of equity method investees
|
$
|
1.3
|
$
|
0.2
|
NM
|
$
|
3.7
|
$
|
0.3
|
NM
|
|||||||||
Constellation
Beers
|
|||||||||||||||||||
Segment
net sales
|
$
|
-
|
$
|
341.6
|
(100
|
%)
|
$
|
-
|
$
|
649.7
|
(100
|
%)
|
|||||||
Operating
income
|
$
|
-
|
$
|
73.9
|
(100
|
%)
|
$
|
-
|
$
|
139.0
|
(100
|
%)
|
|||||||
%
Net sales
|
N/A
|
21.6
|
%
|
N/A
|
21.4
|
%
|
|||||||||||||
Constellation
Spirits
|
|||||||||||||||||||
Segment
net sales
|
$
|
104.8
|
$
|
83.6
|
25
|
%
|
$
|
201.7
|
$
|
166.9
|
21
|
%
|
|||||||
Operating
income
|
$
|
20.9
|
$
|
17.7
|
18
|
%
|
$
|
36.7
|
$
|
35.4
|
4
|
%
|
|||||||
%
Net sales
|
19.9
|
%
|
21.2
|
%
|
18.2
|
%
|
21.2
|
%
|
|||||||||||
Crown
Imports
|
|||||||||||||||||||
Segment
net sales
|
$
|
722.7
|
$
|
-
|
N/A
|
$
|
1,380.8
|
$
|
-
|
N/A
|
|||||||||
Operating
income
|
$
|
157.3
|
$
|
-
|
N/A
|
$
|
303.6
|
$
|
-
|
N/A
|
|||||||||
%
Net sales
|
21.8
|
%
|
N/A
|
22.0
|
%
|
N/A
|
|||||||||||||
Consolidation
and Eliminations
|
|||||||||||||||||||
Segment
net sales
|
$
|
(722.7
|
)
|
$
|
-
|
N/A
|
$
|
(1,380.8
|
)
|
$
|
-
|
N/A
|
|||||||
Operating
income
|
$
|
(157.3
|
)
|
$
|
-
|
N/A
|
$
|
(303.6
|
)
|
$
|
-
|
N/A
|
|||||||
Equity
in earnings of Crown Imports
|
$
|
78.8
|
$
|
-
|
N/A
|
$
|
152.2
|
$
|
-
|
N/A
|
|||||||||
Corporate
Operations and Other
|
|||||||||||||||||||
Consolidated
net sales
|
$
|
892.6
|
$
|
1,417.5
|
(37
|
%)
|
$
|
1,793.8
|
$
|
2,573.4
|
(30
|
%)
|
|||||||
Operating
income
|
$
|
(20.7
|
)
|
$
|
(18.0
|
)
|
15
|
%
|
$
|
(40.4
|
)
|
$
|
(32.2
|
)
|
25
|
%
|
|||
%
Net sales
|
2.3
|
%
|
1.3
|
%
|
2.3
|
%
|
1.3
|
%
|
- more -
-
12 -
Constellation
Brands, Inc. and Subsidiaries
GEOGRAPHIC
INFORMATION
(in
millions)
Constant
|
||||||||||||||||
Three
Months Ended
|
Currency
|
|||||||||||||||
August
31,
|
August
31,
|
Percent
|
Currency
|
Percent
|
||||||||||||
2007
|
2006
|
Change
|
Impact
|
Change(3)
|
||||||||||||
Geographic
Net Sales (1)(2)
|
||||||||||||||||
North
America
|
$
|
604.0
|
$
|
938.1
|
(36
|
%)
|
1
|
%
|
(36
|
%)
|
||||||
Branded
wine
|
$
|
488.1
|
$
|
503.9
|
(3
|
%)
|
1
|
%
|
(4
|
%)
|
||||||
Imported
beers
|
$
|
-
|
$
|
341.6
|
(100
|
%)
|
-
|
(100
|
%)
|
|||||||
Spirits
|
$
|
104.8
|
$
|
83.6
|
25
|
%
|
-
|
25
|
%
|
|||||||
Wholesale
and other
|
$
|
11.1
|
$
|
9.0
|
23
|
%
|
4
|
%
|
19
|
%
|
||||||
Europe
|
$
|
194.4
|
$
|
390.4
|
(50
|
%)
|
4
|
%
|
(54
|
%)
|
||||||
Branded
wine
|
$
|
162.8
|
$
|
129.7
|
26
|
%
|
9
|
%
|
16
|
%
|
||||||
Wholesale
and other
|
$
|
31.6
|
$
|
260.7
|
(88
|
%)
|
1
|
%
|
(89
|
%)
|
||||||
Australia/New
Zealand
|
$
|
94.2
|
$
|
89.0
|
6
|
%
|
13
|
%
|
(7
|
%)
|
||||||
Branded
wine
|
$
|
88.0
|
$
|
82.9
|
6
|
%
|
13
|
%
|
(7
|
%)
|
||||||
Wholesale
and other
|
$
|
6.2
|
$
|
6.1
|
2
|
%
|
11
|
%
|
(10
|
%)
|
Organic
|
||||||||||||||||||||||
Constant
|
||||||||||||||||||||||
Three
Months Ended
|
Currency
|
|||||||||||||||||||||
August
31,
|
August
31,
|
Percent
|
Acquisition
|
Divestiture
|
Currency
|
Percent
|
||||||||||||||||
2007
|
2006
|
Change
|
Impact(4)
|
Impact(5)
|
Impact
|
Change(3)
|
||||||||||||||||
Branded
Wine Geographic Net Sales (1)(2)
|
||||||||||||||||||||||
North
America
|
$
|
488.1
|
$
|
503.9
|
(3
|
%)
|
-
|
-
|
1
|
%
|
(4
|
%)
|
||||||||||
Europe
|
162.8
|
129.7
|
26
|
%
|
-
|
11
|
%
|
9
|
%
|
4
|
%
|
|||||||||||
Australia/New
Zealand
|
88.0
|
82.9
|
6
|
%
|
-
|
-
|
13
|
%
|
(7
|
%)
|
||||||||||||
Consolidated
branded wine net sales
|
$
|
738.9
|
$
|
716.5
|
3
|
%
|
-
|
2
|
%
|
4
|
%
|
(3
|
%)
|
Constant
|
||||||||||||||||
Six
Months Ended
|
Currency
|
|||||||||||||||
August
31,
|
August
31,
|
Percent
|
Currency
|
Percent
|
||||||||||||
2007
|
2006
|
Change
|
Impact
|
Change(3)
|
||||||||||||
Geographic
Net Sales (1)(2)
|
||||||||||||||||
North
America
|
$
|
1,110.2
|
$
|
1,683.3
|
(34
|
%)
|
-
|
(34
|
%)
|
|||||||
Branded
wine
|
$
|
881.5
|
$
|
851.6
|
4
|
%
|
1
|
%
|
3
|
%
|
||||||
Imported
beers
|
$
|
-
|
$
|
649.7
|
(100
|
%)
|
-
|
(100
|
%)
|
|||||||
Spirits
|
$
|
201.7
|
$
|
166.9
|
21
|
%
|
-
|
21
|
%
|
|||||||
Wholesale
and other
|
$
|
27.0
|
$
|
15.1
|
79
|
%
|
3
|
%
|
76
|
%
|
||||||
Europe
|
$
|
496.6
|
$
|
719.8
|
(31
|
%)
|
6
|
%
|
(37
|
%)
|
||||||
Branded
wine
|
$
|
306.1
|
$
|
226.0
|
35
|
%
|
10
|
%
|
25
|
%
|
||||||
Wholesale
and other
|
$
|
190.5
|
$
|
493.8
|
(61
|
%)
|
3
|
%
|
(65
|
%)
|
||||||
Australia/New
Zealand
|
$
|
187.0
|
$
|
170.3
|
10
|
%
|
11
|
%
|
(2
|
%)
|
||||||
Branded
wine
|
$
|
171.2
|
$
|
156.1
|
10
|
%
|
11
|
%
|
(2
|
%)
|
||||||
Wholesale
and other
|
$
|
15.8
|
$
|
14.2
|
11
|
%
|
11
|
%
|
-
|
Organic
|
||||||||||||||||||||||
Constant
|
||||||||||||||||||||||
Six
Months Ended
|
|
|
Currency
|
|||||||||||||||||||
August
31,
|
August
31,
|
Percent
|
Acquisition
|
Divestiture
|
Currency
|
Percent
|
||||||||||||||||
2007
|
2006
|
Change
|
Impact(4)
|
Impact(5)
|
Impact
|
Change(3)
|
||||||||||||||||
Branded
Wine Geographic Net Sales (1)(2)
|
||||||||||||||||||||||
North
America
|
$
|
881.5
|
$
|
851.6
|
4
|
%
|
10
|
%
|
-
|
1
|
%
|
(8
|
%)
|
|||||||||
Europe
|
306.1
|
226.0
|
35
|
%
|
12
|
%
|
10
|
%
|
10
|
%
|
4
|
%
|
||||||||||
Australia/New
Zealand
|
171.2
|
156.1
|
10
|
%
|
7
|
%
|
-
|
11
|
%
|
(9
|
%)
|
|||||||||||
Consolidated
branded wine net sales
|
$
|
1,358.8
|
$
|
1,233.7
|
10
|
%
|
10
|
%
|
2
|
%
|
4
|
%
|
(5
|
%)
|
(1)
|
Refer
to discussion under "Reconciliation of Reported, Organic and Constant
Currency Net Sales" on following page for definition of constant
currency
net sales and organic constant currency net sales and reasons for
use.
|
(2)
|
Net
sales are attributed to countries based on the location of the
selling
company.
|
(3)
|
May
not sum due to rounding as each item is computed independently.
|
(4)
|
Acquisition
impact includes net sales of branded wine acquired in the acquisition
of
Vincor International Inc. ("Vincor") for the period March 1, 2007,
through
May 31, 2007, included in the six months ended August 31, 2007.
|
(5)
|
Divestiture
impact includes the add-back of U.K. branded wine net sales previously
sold through the U.K. wholesale business for the three months and
six
months ended August 31,
2006.
|
-
more -
-
13 -
Constellation
Brands, Inc. and Subsidiaries
RECONCILIATION
OF REPORTED, ORGANIC AND CONSTANT CURRENCY NET SALES
(in
millions)
As
the
Company acquired Vincor on June 5, 2006, formed its imported beer joint venture
on January 2, 2007, acquired Svedka on March 19, 2007, and formed its U.K.
wholesale joint venture on April 17, 2007, organic net sales for the respective
periods are defined by the Company as reported net sales less net sales of
Vincor products, net sales of imported beers, net sales of Svedka products,
or
net sales of U.K. wholesale, plus net sales of U.K. branded wine, as
appropriate. Organic net sales and percentage increase (decrease) in constant
currency net sales (which excludes the impact of year over year currency
exchange rate fluctuations) are provided because management uses this
information in monitoring and evaluating the underlying business trends of
the
continuing operations of the company. 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.
Constant
|
||||||||||||||||
Three
Months Ended
|
Currency
|
|||||||||||||||
August
31,
|
August
31,
|
Percent
|
Currency
|
Percent
|
||||||||||||
2007
|
2006
|
Change
|
Impact
|
|
Change(1)
|
|||||||||||
Consolidated
Net Sales
|
||||||||||||||||
Branded
wine
|
$
|
738.9
|
$
|
716.5
|
3
|
%
|
4
|
%
|
(1
|
%)
|
||||||
Wholesale
and other
|
48.9
|
275.8
|
(82
|
%)
|
1
|
%
|
(84
|
%)
|
||||||||
Imported
beers
|
-
|
341.6
|
(100
|
%)
|
-
|
(100
|
%)
|
|||||||||
Spirits
|
104.8
|
83.6
|
25
|
%
|
-
|
25
|
%
|
|||||||||
Consolidated
reported net sales
|
892.6
|
1,417.5
|
(37
|
%)
|
2
|
%
|
(39
|
%)
|
||||||||
Less:
Vincor (2)
|
-
|
-
|
||||||||||||||
Less:
Imported beers (3)
|
-
|
(341.6
|
)
|
|||||||||||||
Less:
Svedka (4)
|
(11.8
|
)
|
-
|
|||||||||||||
Less:
U.K. wholesale, net of U.K. branded wine (5)
|
-
|
(215.4
|
)
|
|||||||||||||
Consolidated
organic net sales
|
$
|
880.8
|
$
|
860.5
|
2
|
%
|
4
|
%
|
(1
|
%)
|
||||||
Branded
Wine Net Sales
|
||||||||||||||||
Branded
wine reported net sales
|
$
|
738.9
|
$
|
716.5
|
3
|
%
|
4
|
%
|
(1
|
%)
|
||||||
Less:
Vincor (2)
|
-
|
-
|
||||||||||||||
Plus:
U.K. branded wine (5)
|
-
|
14.5
|
||||||||||||||
Branded
wine organic net sales
|
$
|
738.9
|
$
|
731.0
|
1
|
%
|
4
|
%
|
(3
|
%)
|
||||||
Spirits
Net Sales
|
||||||||||||||||
Spirits
reported net sales
|
$
|
104.8
|
$
|
83.6
|
25
|
%
|
-
|
25
|
%
|
|||||||
Less:
Svedka (4)
|
(11.8
|
)
|
-
|
|||||||||||||
Spirits
organic net sales
|
$
|
93.0
|
$
|
83.6
|
11
|
%
|
-
|
11
|
%
|
|||||||
Wholesale
and Other Net Sales
|
||||||||||||||||
Wholesale
and other reported net sales
|
$
|
48.9
|
$
|
275.8
|
(82
|
%)
|
1
|
%
|
(84
|
%)
|
||||||
Less:
Vincor (2)
|
-
|
-
|
||||||||||||||
Less:
U.K. wholesale(5)
|
-
|
(229.9
|
)
|
|||||||||||||
Wholesale
and other organic net sales
|
$
|
48.9
|
$
|
45.9
|
7
|
%
|
7
|
%
|
(1
|
%)
|
-
more -
-
14 -
Constant
|
||||||||||||||||
Six
Months Ended
|
Currency
|
|||||||||||||||
August
31,
|
August
31,
|
Percent
|
Currency
|
Percent
|
||||||||||||
2007
|
2006
|
Change
|
Impact
|
Change(1)
|
||||||||||||
Consolidated
Net Sales
|
||||||||||||||||
Branded
wine
|
$
|
1,358.8
|
$
|
1,233.7
|
10
|
%
|
4
|
%
|
6
|
%
|
||||||
Wholesale
and other
|
233.3
|
523.1
|
(55
|
%)
|
4
|
%
|
(59
|
%)
|
||||||||
Imported
beers
|
-
|
649.7
|
(100
|
%)
|
-
|
(100
|
%)
|
|||||||||
Spirits
|
201.7
|
166.9
|
21
|
%
|
-
|
21
|
%
|
|||||||||
Consolidated
reported net sales
|
1,793.8
|
2,573.4
|
(30
|
%)
|
2
|
%
|
(33
|
%)
|
||||||||
Less:
Vincor (2)
|
(133.7
|
)
|
-
|
|||||||||||||
Less:
Imported beers (3)
|
-
|
(649.7
|
)
|
|||||||||||||
Less:
Svedka (4)
|
(23.4
|
)
|
-
|
|||||||||||||
Less:
U.K. wholesale, net of U.K. branded wine (5)
|
-
|
(313.3
|
)
|
|||||||||||||
Consolidated
organic net sales
|
$
|
1,636.7
|
$
|
1,610.4
|
2
|
%
|
4
|
%
|
(2
|
%)
|
||||||
Branded
Wine Net Sales
|
||||||||||||||||
Branded
wine reported net sales
|
$
|
1,358.8
|
$
|
1,233.7
|
10
|
%
|
4
|
%
|
6
|
%
|
||||||
Less:
Vincor (2)
|
(126.3
|
)
|
-
|
|||||||||||||
Plus:
U.K. branded wine (5)
|
-
|
21.6
|
||||||||||||||
Branded
wine organic net sales
|
$
|
1,232.5
|
$
|
1,255.3
|
(2
|
%)
|
4
|
%
|
(5
|
%)
|
||||||
Spirits
Net Sales
|
||||||||||||||||
Spirits
reported net sales
|
$
|
201.7
|
$
|
166.9
|
21
|
%
|
-
|
21
|
%
|
|||||||
Less:
Svedka (4)
|
(23.4
|
)
|
-
|
|||||||||||||
Spirits
organic net sales
|
$
|
178.3
|
$
|
166.9
|
7
|
%
|
-
|
7
|
%
|
|||||||
Wholesale
and Other Net Sales
|
||||||||||||||||
Wholesale
and other reported net sales
|
$
|
233.3
|
$
|
523.1
|
(55
|
%)
|
4
|
%
|
(59
|
%)
|
||||||
Less:
Vincor (2)
|
(7.4
|
)
|
-
|
|||||||||||||
Less:
U.K. wholesale (5)
|
-
|
(334.9
|
)
|
|||||||||||||
Wholesale
and other organic net sales
|
$
|
225.9
|
$
|
188.2
|
20
|
%
|
10
|
%
|
10
|
%
|
(1)
|
May
not sum due to rounding as each item is computed
independently.
|
(2)
|
For
the period March 1, 2007, through May 31, 2007, included in the
six months
ended August 31, 2007.
|
(3)
|
For
the three months and six months ended August 31,
2006.
|
(4)
|
For
the three months ended August 31, 2007, and for the period March
19, 2007,
through August 31, 2007, included in the six months ended August
31,
2007.
|
(5)
|
Amount
includes net sales of U.K. wholesale business, net of U.K. branded
wine
net sales previously sold through the U.K. wholesale business,
for the
three months ended August 31, 2006, and for the period April
17, 2006,
through August 31, 2006, included in the six months ended August
31,
2006.
|
-
more -
-
15 -
Constellation
Brands, Inc. and Subsidiaries
RECONCILIATIONS
OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in
millions, except per share data)
The
company reports its financial results in accordance with generally accepted
accounting principles in the U.S. ("GAAP"). However, non-GAAP financial
measures, as defined in the reconciliations below, are provided because
management uses this information in evaluating the results of the continuing
operations of the company and/or 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. See the tables below for supplemental financial data and
corresponding reconciliations of these non-GAAP financial measures to GAAP
financial measures for the three months ended August 31, 2007, and August
31,
2006. Non-GAAP financial measures should be viewed in addition to, and not
as an
alternative for, the company's reported results prepared in accordance with
GAAP. Please refer to the company's Web site at
http://www.cbrands.com/CBI/investors.htm for more detailed description and
further discussion of these non-GAAP financial measures.
Three
Months Ended August 31, 2007
|
||||||||||||||||
Reported
Basis
(GAAP)
|
Inventory
Step-up
|
Strategic
Business
Realignment(1)
|
Other(2)
|
Comparable
Basis
(Non-GAAP)
|
||||||||||||
Net
Sales
|
$
|
892.6
|
$
|
892.6
|
||||||||||||
Cost
of product sold
|
(582.9
|
)
|
2.3
|
2.1
|
0.1
|
(578.4
|
)
|
|||||||||
Gross
Profit
|
309.7
|
2.3
|
2.1
|
0.1
|
314.2
|
|||||||||||
Selling,
general and administrative expenses ("SG&A")
|
(190.5
|
)
|
1.4
|
(189.1
|
)
|
|||||||||||
Acquisition-related
integration costs
|
(1.6
|
)
|
1.6
|
-
|
||||||||||||
Restructuring
and related charges
|
(0.4
|
)
|
0.4
|
-
|
||||||||||||
Operating
Income
|
117.2
|
2.3
|
5.5
|
0.1
|
125.1
|
|||||||||||
Equity
in earnings of equity method investees
|
80.1
|
0.1
|
80.2
|
|||||||||||||
EBIT
|
205.3
|
|||||||||||||||
Interest
expense, net
|
(86.7
|
)
|
(86.7
|
)
|
||||||||||||
Gain
on change in fair value of derivative instrument
|
-
|
-
|
||||||||||||||
Income
Before Income Taxes
|
110.6
|
2.4
|
5.5
|
0.1
|
118.6
|
|||||||||||
Provision
for income taxes
|
(38.5
|
)
|
(0.9
|
)
|
(1.7
|
)
|
(0.1
|
)
|
(41.2
|
)
|
||||||
Net
Income
|
$
|
72.1
|
$
|
1.5
|
$
|
3.8
|
$
|
-
|
$
|
77.4
|
||||||
Diluted
Earnings Per Common Share(3)
|
$
|
0.33
|
$
|
0.01
|
$
|
0.02
|
$
|
-
|
$
|
0.35
|
||||||
Weighted
Average Common Shares Outstanding
- Diluted
|
219.300
|
219.300
|
219.300
|
219.300
|
219.300
|
|||||||||||
Gross
Margin
|
34.7
|
%
|
35.2
|
%
|
||||||||||||
SG&A
as a percent of net sales
|
21.3
|
%
|
21.2
|
%
|
||||||||||||
Operating
Margin
|
13.1
|
%
|
14.0
|
%
|
||||||||||||
Effective
Tax Rate
|
34.8
|
%
|
34.7
|
%
|
-
more -
-
16 -
Three
Months Ended August 31, 2006
|
||||||||||||||||
Reported
Basis (GAAP)
|
Inventory
Step-up
|
Strategic
Business Realignment(1)
|
Other(2)
|
Comparable
Basis
(Non-GAAP)
|
||||||||||||
Net
Sales
|
$
|
1,417.5
|
$
|
1,417.5
|
||||||||||||
Cost
of product sold
|
(1,002.7
|
)
|
5.9
|
1.3
|
0.9
|
(994.6
|
)
|
|||||||||
Gross
Profit
|
414.8
|
5.9
|
1.3
|
0.9
|
422.9
|
|||||||||||
Selling,
general and administrative expenses ("SG&A")
|
(204.4
|
)
|
1.7
|
17.2
|
(185.5
|
)
|
||||||||||
Acquisition-related
integration costs
|
(7.4
|
)
|
7.4
|
-
|
||||||||||||
Restructuring
and related charges
|
(21.7
|
)
|
21.7
|
-
|
||||||||||||
Operating
Income
|
181.3
|
5.9
|
32.1
|
18.1
|
237.4
|
|||||||||||
Equity
in earnings of equity method investees
|
0.2
|
0.4
|
0.6
|
|||||||||||||
EBIT
|
238.0
|
|||||||||||||||
Interest
expense, net
|
(72.5
|
)
|
(72.5
|
)
|
||||||||||||
Gain
on change in fair value of derivative instrument
|
2.6
|
(2.6
|
)
|
-
|
||||||||||||
Income
Before Income Taxes
|
111.6
|
6.3
|
32.1
|
15.5
|
165.5
|
|||||||||||
Provision
for income taxes
|
(43.2
|
)
|
(2.3
|
)
|
(9.8
|
)
|
(5.7
|
)
|
(61.0
|
)
|
||||||
Net
Income
|
$
|
68.4
|
$
|
4.0
|
$
|
22.3
|
$
|
9.8
|
$
|
104.5
|
||||||
Diluted
Earnings Per Common Share(3)
|
$
|
0.28
|
$
|
0.02
|
$
|
0.09
|
$
|
0.04
|
$
|
0.43
|
||||||
Weighted
Average Common Shares Outstanding
- Diluted
|
240.318
|
240.318
|
240.318
|
240.318
|
240.318
|
|||||||||||
Gross
Margin
|
29.3
|
%
|
29.8
|
%
|
||||||||||||
SG&A
as a percent of net sales
|
14.4
|
%
|
13.1
|
%
|
||||||||||||
Operating
Margin
|
12.8
|
%
|
16.7
|
%
|
||||||||||||
Effective
Tax Rate
|
38.7
|
%
|
36.9
|
%
|
-
more -
-
17 -
Percent
Change
- Reported
Basis
(GAAP)
|
Percent
Change
- Comparable Basis
(Non-GAAP)
|
||||||
Net
Sales
|
(37
|
%)
|
(37
|
%)
|
|||
Cost
of product sold
|
(42
|
%)
|
(42
|
%)
|
|||
Gross
Profit
|
(25
|
%)
|
(26
|
%)
|
|||
Selling,
general and administrative expenses ("SG&A")
|
(7
|
%)
|
2
|
%
|
|||
Acquisition-related
integration costs
|
(78
|
%)
|
N/A
|
||||
Restructuring
and related charges
|
(98
|
%)
|
N/A
|
||||
Operating
Income
|
(35
|
%)
|
(47
|
%)
|
|||
Equity
in earnings of equity method investees
|
NM
|
NM
|
|||||
EBIT
|
N/A
|
(14
|
%)
|
||||
Interest
expense, net
|
20
|
%
|
20
|
%
|
|||
Gain
on change in fair value of derivative instrument
|
(100
|
%)
|
N/A
|
||||
Income
Before Income Taxes
|
(1
|
%)
|
(28
|
%)
|
|||
Provision
for income taxes
|
(11
|
%)
|
(32
|
%)
|
|||
Net
Income
|
5
|
%
|
(26
|
%)
|
|||
Diluted
Earnings Per Common Share(3)
|
18
|
%
|
(19
|
%)
|
|||
Weighted
Average Common Shares Outstanding
- Diluted
|
|||||||
Gross
Margin
|
|||||||
SG&A
as a percent of net sales
|
|||||||
Operating
Margin
|
|||||||
Effective
Tax Rate
|
(1)
|
For
the three months ended August 31, 2007, strategic business realignment
items include the loss on disposal in connection with the company's
contribution of its U.K. wholesale business of $0.5 million, and
costs
recognized by the company primarily in connection with (i) its
plan to
invest in new distribution and bottling facilities in the U.K.
and to
streamline certain Australian wine operations (collectively, the
"Fiscal
2007 Wine Plan") of $1.4 million, net of a tax benefit of $0.6
million,
(ii) the restructuring and integration of the operations of Vincor
International Inc. (the "Vincor Plan") of $1.1 million, net of
a tax
benefit of $0.6 million, (iii) its worldwide wine reorganization,
including its program to consolidate certain west coast production
processes in the U.S. (collectively, the "Fiscal 2006 Plan") of
$0.7
million, net of a tax benefit of $0.4 million, and (iv) the restructuring
and integration of the operations of The Robert Mondavi Corporation
(the
"Robert Mondavi Plan") of $0.1 million, net of a tax benefit of
$0.1
million. For the three months ended August 31, 2006, strategic
business
realignment items include costs recognized by the company in connection
with (i) Fiscal 2007 Wine Plan of $14.3 million, net of a tax benefit
of
$5.3 million, (ii) the Vincor Plan of $5.5 million, net of a tax
benefit
of $3.2 million, (iii) the Fiscal 2006 Plan of $2.4 million, net
of a tax
benefit of $1.3 million, and (iv) additional loss on the sale of
the
company's branded bottled water business of $0.1 million.
|
(2)
|
For
the three months ended August 31, 2007, other includes $0.0 million,
net
of a tax benefit of $0.1 million, of adverse grape costs recognized
in
connection with the acquisition of The Robert Mondavi Corporation.
For the
three months ended August 31, 2006, other includes (i) $0.6 million,
net
of a tax benefit of $0.3 million, of adverse grape costs recognized
in
connection with the acquisition of The Robert Mondavi Corporation,
(ii)
the write-off of deferred financing fees of $7.4 million, net of
a tax
benefit of $4.4 million, in connection with the company's repayment
of its
prior senior credit facility, (iii) foreign currency losses of
$3.4
million, net of a tax benefit of $2.0 million, on foreign denominated
intercompany loan balances associated with the acquisition of Vincor
International Inc. ("Vincor"), and (iv) a gain of $1.6 million,
net of tax
expense of $1.0 million, on the mark-to-market adjustment of the
foreign
currency forward contract entered into by the company in connection
with
the acquisition of Vincor to fix the U.S. dollar cost of the acquisition
and payment of certain outstanding
indebtedness.
|
(3)
|
May
not sum due to rounding as each item is computed
independently.
|
-
more -
-
18 -
Constellation
Brands, Inc. and Subsidiaries
RECONCILIATIONS
OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued)
(in
millions, except per share data)
The
company reports its financial results in accordance with generally accepted
accounting principles in the U.S. ("GAAP"). However, non-GAAP financial
measures, as defined in the reconciliations below, are provided because
management uses this information in evaluating the results of the continuing
operations of the company and/or 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. See the tables below for supplemental financial data and
corresponding reconciliations of these non-GAAP financial measures to GAAP
financial measures for the six months ended August 31, 2007, and August 31,
2006. Non-GAAP financial measures should be viewed in addition to, and not
as an
alternative for, the company's reported results prepared in accordance with
GAAP. Please refer to the company's Web site at
http://www.cbrands.com/CBI/investors.htm for more detailed description and
further discussion of these non-GAAP financial measures.
Six
Months Ended August 31, 2007
|
||||||||||||||||
Reported
Basis (GAAP)
|
Inventory
Step-up
|
Strategic
Business Realignment(1)
|
Other(2)
|
Comparable
Basis
(Non-GAAP)
|
||||||||||||
Net
Sales
|
$
|
1,793.8
|
$
|
1,793.8
|
||||||||||||
Cost
of product sold
|
(1,215.9
|
)
|
5.2
|
4.3
|
0.1
|
(1,206.3
|
)
|
|||||||||
Gross
Profit
|
577.9
|
5.2
|
4.3
|
0.1
|
587.5
|
|||||||||||
Selling,
general and administrative expenses
|
(388.1
|
)
|
8.0
|
(380.1
|
)
|
|||||||||||
Acquisition-related
integration costs
|
(3.6
|
)
|
3.6
|
-
|
||||||||||||
Restructuring
and related charges
|
(0.8
|
)
|
0.8
|
-
|
||||||||||||
Operating
Income
|
185.4
|
5.2
|
16.7
|
0.1
|
207.4
|
|||||||||||
Equity
in earnings of equity method investees
|
155.9
|
0.3
|
156.2
|
|||||||||||||
EBIT
|
363.6
|
|||||||||||||||
Interest
expense, net
|
(166.4
|
)
|
(166.4
|
)
|
||||||||||||
Gain
on change in fair value of derivative instrument
|
-
|
-
|
||||||||||||||
Income
Before Income Taxes
|
174.9
|
5.5
|
16.7
|
0.1
|
197.2
|
|||||||||||
Provision
for income taxes
|
(73.0
|
)
|
(2.0
|
)
|
3.8
|
(0.1
|
)
|
(71.3
|
)
|
|||||||
Net
Income
|
$
|
101.9
|
$
|
3.5
|
$
|
20.5
|
$
|
-
|
$
|
125.9
|
||||||
Diluted
Earnings Per Common Share(3)
|
$
|
0.45
|
$
|
0.02
|
$
|
0.09
|
$
|
-
|
$
|
0.56
|
||||||
Weighted
Average Common Shares Outstanding
- Diluted
|
226.395
|
226.395
|
226.395
|
226.395
|
226.395
|
|||||||||||
Gross
Margin
|
32.2
|
%
|
32.8
|
%
|
||||||||||||
SG&A
as a percent of net sales
|
21.6
|
%
|
21.2
|
%
|
||||||||||||
Operating
Margin
|
10.3
|
%
|
11.6
|
%
|
||||||||||||
Effective
Tax Rate
|
41.7
|
%
|
36.2
|
%
|
-
more -
-
19 -
Six
Months Ended August 31, 2006
|
||||||||||||||||
Reported
Basis (GAAP)
|
Inventory
Step-up
|
Strategic
Business Realignment(1)
|
Other(2)
|
Comparable
Basis
(Non-GAAP)
|
||||||||||||
Net
Sales
|
$
|
2,573.4
|
$
|
2,573.4
|
||||||||||||
Cost
of product sold
|
(1,840.0
|
)
|
6.5
|
2.4
|
2.4
|
(1,828.7
|
)
|
|||||||||
Gross
Profit
|
733.4
|
6.5
|
2.4
|
2.4
|
744.7
|
|||||||||||
Selling,
general and administrative expenses
|
(377.0
|
)
|
17.3
|
17.2
|
(342.5
|
)
|
||||||||||
Acquisition-related
integration costs
|
(8.1
|
)
|
8.1
|
-
|
||||||||||||
Restructuring
and related charges
|
(24.0
|
)
|
24.0
|
-
|
||||||||||||
Operating
Income
|
324.3
|
6.5
|
51.8
|
19.6
|
402.2
|
|||||||||||
Equity
in earnings of equity method investees
|
0.3
|
0.9
|
1.2
|
|||||||||||||
EBIT
|
403.4
|
|||||||||||||||
Interest
expense, net
|
(121.2
|
)
|
(121.2
|
)
|
||||||||||||
Gain
on change in fair value of derivative instrument
|
55.1
|
(55.1
|
)
|
-
|
||||||||||||
Income
Before Income Taxes
|
258.5
|
7.4
|
51.8
|
(35.5
|
)
|
282.2
|
||||||||||
Provision
for income taxes
|
(104.6
|
)
|
(2.6
|
)
|
(8.6
|
)
|
12.8
|
(103.0
|
)
|
|||||||
Net
Income
|
$
|
153.9
|
$
|
4.8
|
$
|
43.2
|
$
|
(22.7
|
)
|
$
|
179.2
|
|||||
Diluted
Earnings Per Common Share(3)
|
$
|
0.64
|
$
|
0.02
|
$
|
0.18
|
$
|
(0.09
|
)
|
$
|
0.75
|
|||||
Weighted
Average Common Shares Outstanding
- Diluted
|
240.052
|
240.052
|
240.052
|
240.052
|
240.052
|
|||||||||||
Gross
Margin
|
28.5
|
%
|
28.9
|
%
|
||||||||||||
SG&A
as a percent of net sales
|
14.6
|
%
|
13.3
|
%
|
||||||||||||
Operating
Margin
|
12.6
|
%
|
15.6
|
%
|
||||||||||||
Effective
Tax Rate
|
40.5
|
%
|
36.5
|
%
|
-
more -
-
20 -
Percent
Change
- Reported
Basis
(GAAP)
|
Percent
Change - Comparable Basis
(Non-GAAP)
|
||||||
Net
Sales
|
(30
|
%)
|
(30
|
%)
|
|||
Cost
of product sold
|
(34
|
%)
|
(34
|
%)
|
|||
Gross
Profit
|
(21
|
%)
|
(21
|
%)
|
|||
Selling,
general and administrative expenses
|
3
|
%
|
11
|
%
|
|||
Acquisition-related
integration costs
|
(56
|
%)
|
N/A
|
||||
Restructuring
and related charges
|
(97
|
%)
|
N/A
|
||||
Operating
Income
|
(43
|
%)
|
(48
|
%)
|
|||
Equity
in earnings of equity method investees
|
NM
|
NM
|
|||||
EBIT
|
N/A
|
(10
|
%)
|
||||
Interest
expense, net
|
37
|
%
|
37
|
%
|
|||
Gain
on change in fair value of derivative instrument
|
(100
|
%)
|
N/A
|
||||
Income
Before Income Taxes
|
(32
|
%)
|
(30
|
%)
|
|||
Provision
for income taxes
|
(30
|
%)
|
(31
|
%)
|
|||
Net
Income
|
(34
|
%)
|
(30
|
%)
|
|||
Diluted
Earnings Per Common Share(3)
|
(30
|
%)
|
(25
|
%)
|
|||
Weighted
Average Common Shares Outstanding
- Diluted
|
|||||||
Gross
Margin
|
|||||||
SG&A
as a percent of net sales
|
|||||||
Operating
Margin
|
|||||||
Effective
Tax Rate
|
(1)
|
For
the six months ended August 31, 2007, strategic business realignment
items
include the loss on disposal in connection with the company's contribution
of its U.K. wholesale business of $13.8 million, including $7.2
million
additional tax expense, and costs recognized by the company primarily
in
connection with (i) the Fiscal 2007 Wine Plan of $2.5 million,
net of a
tax benefit of $1.1 million, (ii) the Vincor Plan of $2.4 million,
net of
a tax benefit of $1.2 million, (iii) the Fiscal 2006 Plan of $1.6
million,
net of a tax benefit of $1.0 million, and (iv) the Robert Mondavi
Plan of
$0.2 million, net of a tax benefit of $0.1 million. For the six
months
ended August 31, 2006, strategic business realignment items consist
primarily of costs recognized by the company in connection with
(i) the
Fiscal 2007 Wine Plan of $14.3 million, net of a tax benefit of
$5.3
million, (ii) the Vincor Plan of $5.5 million, net of a tax benefit
of
$3.2 million, (iii) the Fiscal 2006 Plan of $5.6 million, net of
a tax
benefit of $3.0 million, (iv) the Robert Mondavi Plan of $0.4 million,
net
of a tax benefit of $0.3 million, and (v) the loss on the sale
of the
company's branded bottled water business of $17.4 million, including
$3.2
million additional tax
expense.
|
(2)
|
For
the six months ended August 31, 2007, other includes $0.0 million,
net of
a tax benefit of $0.1 million, of adverse grape costs recognized
in
connection with the acquisition of The Robert Mondavi Corporation.
For the
six months ended August 31, 2006, other includes (i) a gain of
$35.1
million, net of tax expense of $20.0 million, on the mark-to-market
adjustment of the foreign currency forward contract entered into
by the
company in connection with the acquisition of Vincor to fix the
U.S.
dollar cost of the acquisition and payment of certain outstanding
indebtedness, (ii) the write-off of deferred financing fees of
$7.4
million, net of a tax benefit of $4.4 million, in connection with
the
company's repayment of its prior senior credit facility, and (iii)
foreign
currency losses of $3.4 million, net of a tax benefit of $2.0 million,
on
foreign denominated intercompany loan balances associated with
the
acquisition of Vincor Internationl Inc.
("Vincor").
|
(3)
|
May
not sum due to rounding as each item is computed
independently.
|
-
more -
-
21 -
Constellation
Brands, Inc. and Subsidiaries
RECONCILIATIONS
OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued)
GUIDANCE
- DILUTED EARNINGS PER SHARE AND FREE CASH FLOW
(in
millions, except per share data)
Diluted
Earnings Per Share Guidance
|
Range
for the Year
Ending
February 29, 2008
|
||||||
Forecasted
diluted earnings per share - reported basis
(GAAP)
|
$
|
1.20
|
$
|
1.28
|
|||
Inventory
step-up
|
0.03
|
0.03
|
|||||
Strategic
business realignment(1)
|
0.11
|
0.11
|
|||||
Forecasted
diluted earnings per share - comparable basis
(Non-GAAP)(2)
|
$
|
1.34
|
$
|
1.42
|
Actual
for the Year Ended February 28, 2007
|
||||
Diluted
earnings per share - reported basis (GAAP)
|
$
|
1.38
|
||
Mondavi
adverse grape cost
|
0.01
|
|||
Inventory
step-up
|
0.09
|
|||
Strategic
business realignment(1)
|
0.30
|
|||
Other(3)
|
(0.10
|
)
|
||
Diluted
earnings per share - comparable basis (Non-GAAP)(2)
|
$
|
1.68
|
(1) |
Includes
$0.05, $0.03, $0.02 and $0.01 diluted earnings per share for
the year
ending February 29, 2008, associated with the loss on disposal
in
connection with the company's contribution of its U.K. wholesale
business
to the Matthew Clark joint venture and the company's provision
for income
taxes in connection with the repatriation of proceeds associated
with this
transaction, the Fiscal 2007 Wine Plan, the Vincor Plan and
the Fiscal
2006 Plan, respectively. Includes $0.13, $0.07 and $0.03 diluted
earnings
per share for the year ended February 28, 2007, associated
with the
company's Fiscal 2007 Wine Plan, Vincor Plan and Fiscal 2006
Plan,
respectively, and $0.07 diluted earnings per share associated
with the
loss on the sale of the company's branded bottled water business
for the
year ended February 28, 2007.(2)
|
(2)
|
May
not sum due to rounding as each item is computed
independently.
|
(3)
|
Includes
($0.15), $0.03 and $0.01 diluted earnings per share for the year
ended
February 28, 2007, associated with the gain on the mark-to-market
adjustment of the foreign currency forward contract entered into
by the
company in connection with the acquisition of Vincor to fix the
U.S.
dollar cost of the acquisition and payment of certain outstanding
indebtedness, the write-off of deferred financing fees in connection
with
the company's repayment of its prior senior credit facility, and
foreign
currency losses on foreign denominated intercompany loan balances
associated with the acquisition of Vincor, respectively.(2)
|
Free Cash Flow Guidance
Free
cash
flow, as defined in the reconciliation below, is considered a liquidity measure
and is considered to provide useful information to investors about the amount
of
cash generated, 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 29, 2008
|
|||||||
Net
cash provided by operating activities (GAAP)
|
$
|
325.0
|
$
|
345.0
|
|||
Purchases
of property, plant and equipment
|
(165.0
|
)
|
(165.0
|
)
|
|||
Free
cash flow (Non-GAAP)
|
$
|
160.0
|
$
|
180.0
|
Actual
for the Six Months Ended August 31, 2007
|
Actual
for the Six Months Ended August 31, 2006
|
||||||
Net
cash provided by operating activities (GAAP)
|
$
|
177.7
|
$
|
81.4
|
|||
Purchases
of property, plant and equipment
|
(47.0
|
)
|
(103.1
|
)
|
|||
Free
cash flow (Non-GAAP)
|
$
|
130.7
|
$
|
(21.7
|
)
|