Published on January 23, 2008
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Exhibit
99.1
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NEWS
RELEASE
35
CONTACTS
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Media
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Investor
Relations
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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
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Constellation
Brands Sells Almaden and Inglenook to The Wine Group
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Constellation
to increase focus on faster-growing, higher-margin
wine
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Proceeds
will reduce borrowings
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Company
updates fiscal 2008
outlook
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FAIRPORT,
N.Y., Jan. 23, 2008
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Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), a leading international
producer and marketer of beverage alcohol, today announced that in its
ongoing
effort to focus on its premium wine offerings in the U.S., it has entered
into
an agreement to sell the Almaden and Inglenook wine brands, and the Paul
Masson
winery located in Madera, Calif., to The Wine Group LLC for $134 million
in
cash, subject to closing adjustments. Close of the transaction is subject
to
routine and customary regulatory review, and is expected by the end of
Constellation's fiscal year on Feb. 29, 2008.
"This
transaction, when coupled with the recent acquisition of Clos du Bois, the
number one super-premium U.S. wine brand, will allow our wine sales forces
to
focus on selling higher-growth, higher-margin premium wines," said Rob Sands,
Constellation Brands president and chief executive officer. "This change also
demonstrates our commitment to improve return on invested capital."
Almaden
and Inglenook are table wines which retail for less than $3.00 per 750 ml bottle
equivalent. The Mission Bell Winery, also in Madera, Calif., will be retained
and allows the company to increase premium wine production in California's
important San Joaquin Valley wine producing region. This winery will also
provide wine production services to The Wine Group for a period of time on
a
contract basis.
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The
transaction is expected to result in a pre-tax loss of approximately $27
million
or an after-tax loss of $0.13 diluted earnings per share on a reported basis,
and will be excluded from the company's comparable basis earnings per share.
The
loss on the disposal is primarily driven by the higher write-off of goodwill
unrelated to these brands as required by generally accepted accounting
principles in the U.S. and the low tax basis associated with
goodwill.
Proceeds
from the transaction will be used to reduce borrowings. The impact of this
transaction is expected to be slightly dilutive to ongoing reported basis
and
comparable basis diluted earnings per share for fiscal 2009. The Almaden
and
Inglenook wine brands are expected to generate approximately $130 million
of net
sales for fiscal 2008, and represent approximately 10 million 9-liter cases
of
the company's U.S. wine volume. The proceeds from this transaction do not
impact
free cash flow, and therefore the company's free cash flow guidance for fiscal
2008 remains unchanged at $280 - $300 million.
Outlook
The
table
below sets forth management's current diluted earnings per share expectations
for fiscal 2008 on a reported basis and a comparable basis.
Constellation Brands Fiscal Year 2008
Diluted
Earnings Per Share Outlook
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Reported
Basis
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Comparable
Basis
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FY08
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FY08
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Estimate
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Estimate
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Fiscal
Year Ending Feb. 29
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$0.93
- $0.98
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$1.33
- $1.38
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The
above
guidance is based on information previously provided, taking into account the
developments described above. In addition to the loss on the transaction, the
change in the company's fiscal 2008 reported basis diluted earnings per share
guidance includes, and is limited to, the following tax rate
assumption:
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Tax
rate: approximately 42 percent on a reported basis, which includes
a
provision of approximately two percentage points on the 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 the joint venture, and a provision of approximately
three
percentage points on the disposal of the Almaden and Inglenook
brands and
Paul Masson winery, or approximately 37 percent on a comparable
basis.
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Explanations
Reported
basis ("reported") diluted earnings per share are as reported under generally
accepted accounting principles. Diluted earnings per share on a comparable
basis
("comparable"), excludes acquisition-related integration costs, restructuring
and related charges and unusual items.
The
company discusses additional non-GAAP measures in this news release, including
free cash flow.
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 regarding
Constellation's business strategy, future operations, financial position,
estimated revenues, projected costs, prospects, plans and objectives of
management, as well as information concerning expected actions of third parties,
are forward-looking statements (collectively, the "Projections") that involve
risks and uncertainties that could cause actual results to differ materially
from those set forth in or implied by the Projections.
During
the current quarter, Constellation may reiterate the Projections. Prior to
the
start of the company's quiet period, which will begin at the close of business
on Feb. 15, 2008, 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 Feb. 15, 2008, 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.
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The
company's Projections 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
Projections of the company contained in this news release are subject to a
number of risks and uncertainties, including the successful:
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integration
of acquired businesses, realization of expected synergies and completion
of various portfolio actions;
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continued
strength of the relationships of acquired businesses with their
respective
employees, suppliers and customers;
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achievement
of all expected cost savings from the company's various restructuring
plans;
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realization
of expected proceeds from sale of assets identified for sale under
the
company's various restructuring plans;
and
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achievement
of sales projections and cost target
levels.
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The
Projections
contained in this news release are subject to the following additional
risk
factors:
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the
accuracy of the bases for forecasts relating to acquired businesses;
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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 March 19, 2007 acquisition of the
SVEDKA Vodka
brand and related business and in the December 17, 2007 acquisition
of the
U.S. wine portfolio of Fortune Brands,
Inc.;
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restructuring
and related charges, acquisition-related integration costs
and purchase
accounting adjustments associated with the company's various
integration
and restructuring plans 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 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;
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realization
of lower than expected proceeds from sale of assets identified
for sale;
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the
incurrence of a greater than expected loss on the sale of
assets;
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wholesalers
and retailers may give higher priority to products of the company's
competitors;
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raw
material supply, production or shipment difficulties could
adversely
affect the company's ability to supply its customers;
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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;
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inherent
unpredictability of currency fluctuations, commodity prices
and raw
material costs;
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general
economic, business, geo-political and regulatory conditions
or
unanticipated environmental liabilities and costs;
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a
general decline in alcohol consumption;
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changes
to accounting rules and tax laws, as well as other factors
which could
impact the company's reported financial position or effective
tax rate;
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changes
in interest rates and foreign currency exchange rates;
and
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other
factors and uncertainties disclosed from time to time in the company's
filings with the Securities and Exchange Commission, including
its Annual
Report on Form 10-K for the fiscal year ended Feb. 28, 2007, which
could
cause actual future performance to differ from current
expectations.
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The
company has interests in various joint ventures. Risks and uncertainties
associated with these joint ventures include, among others, each joint
venture's:
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ability
to operate the business successfully and realize any
efficiencies;
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ability
to develop appropriate standards, controls, procedures and policies
for
the growth and management of such joint venture;
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continued
strength of relationships with, including without limitation, its
employees, suppliers and customers; and
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ability
to accurately forecast costs and capital investment
requirements.
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With
regard to the proposed sale of the Almaden and Inglenook brands and Paul Masson
winery, there can be no assurance that the transaction between Constellation
and
The Wine Group LLC will occur, or will occur on the timetable contemplated
hereby.
Any
Projections in this news release should be evaluated in light of these important
factors and uncertainties.
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Constellation
Brands, Inc. and Subsidiaries
GUIDANCE
- DILUTED EARNINGS PER SHARE AND FREE CASH FLOW
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 year ending February 29, 2008. 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 the historical non-GAAP financial
measures.
Fiscal
Year 2008
Diluted
Earnings Per Share Guidance
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Range
for the Year
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Ending
February 29, 2008
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Forecasted
diluted earnings per share
- reported basis (GAAP)
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$
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0.93
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$
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0.98
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Inventory
step-up
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0.03
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0.03
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Strategic
business realignment (1)
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0.37
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0.37
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Forecasted diluted earnings per share - comparable basis (Non-GAAP) (2) |
$
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1.33 |
$
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1.38 |
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(1) |
Includes
$0.15, $0.13, $0.06, $0.02, $0.02, $0.01 and ($0.02) diluted earnings
per share for the year ending February 29, 2008, associated with
the Fiscal 2008 Plan, the loss on disposal of the Almaden and Inglenook
wine brands and the Paul Masson Winery, the loss on disposal in
connection with the company's contribution of its U.K. wholesale
business
to the Matthew Clark joint venture and the company's provision
for income taxes in connection with the repatriation of proceeds
associated with this transaction, the Fiscal 2007 Wine Plan, the
Vincor Plan, the Fiscal 2006 Plan, and the realized gain on a prior
asset sale, respectively. (2)
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(2) |
May
not sum due to rounding as each item is computed
independently.
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Free
cash
flow, as defined in the reconciliation below, is considered a liquidity measure
and is considered to provide useful information to investors about the amount
of
cash generated, which can then be used, after required debt service and dividend
payments, for other general corporate purposes. A limitation of free cash flow
is that it does not represent the total increase or decrease in the cash balance
for the period. Free cash flow should be considered in addition to, not as
a
substitute for, or superior to, cash flow from operating activities prepared
in
accordance with GAAP.
Fiscal
Year 2008
Free
Cash Flow Guidance
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Range
for the Year
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Ending
February 29, 2008
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Net
cash provided by operating activities
(GAAP)
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$
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430.0
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$
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450.0
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Purchases
of property, plant and equipment
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(150.0
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)
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(150.0
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)
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Free
cash flow (Non-GAAP)
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$
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280.0
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$
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300.0
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