Published on April 8, 2009

NEWS
RELEASE
04
CONTACTS
|
|
Media
|
Investor
Relations
|
Angie
Blackwell – 585-678-7141
Cheryl
Gossin – 585-678-7191
|
Patty
Yahn-Urlaub – 585-678-7483
Bob
Czudak – 585-678-7170
|
Constellation
Brands Reports
Fiscal
2009 Results
·
|
Comparable basis diluted EPS of
$1.60 up 11 percent; reported basis diluted loss per share of
$1.40
|
·
|
Generates strong free cash flow
of $378 million for fiscal 2009; debt decreases by more than $820 million
for the year
|
·
|
Significantly increases
comparable basis margins
|
·
|
Non-cash impairments and other
charges reduce reported fiscal 2009
results
|
·
|
Company
provides fiscal 2010 outlook; projects comparable basis diluted EPS
of
$1.60 - $1.70
and reported basis diluted EPS of $0.97 -
$1.07
|
Fiscal
2009 Financial Highlights*
(in
millions, except per share data)
|
||||||||||||||||
Comparable
|
%
Change
|
Reported
|
%
Change
|
|||||||||||||
Consolidated
net sales
|
$ | 3,655 | -3 | % | $ | 3,655 | -3 | % | ||||||||
Operating
income
|
$ | 598 | 10 | % | $ | 23 |
NM
|
|||||||||
Operating
margin
|
16.4 | % |
200
bps
|
NM
|
NM
|
|||||||||||
Equity
in earnings of equity method investees**
|
$ | 270 | -1 | % | $ | 187 | -28 | % | ||||||||
Earnings
before interest and taxes (EBIT)
|
$ | 868 | 6 | % | - | - | ||||||||||
Net
income/(loss)
|
$ | 351 | 9 | % | $ | (301 | ) |
NM
|
||||||||
Diluted
earnings/(loss) per share
|
$ | 1.60 | 11 | % | $ | (1.40 | ) |
NM
|
||||||||
VICTOR, N.Y., April 8, 2009 –
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), the world’s largest wine
company, reported today its fiscal 2009 results and fiscal 2010
outlook. “Throughout fiscal 2009, we made great strides in a
number of key areas including strong free cash flow generation, reducing
borrowings,
creating internal efficiencies and transforming our product portfolio through
acquisitions and divestitures,” said Rob Sands, president and chief executive
officer of Constellation Brands. “I am pleased with these accomplishments
especially during a time of global economic recession.”
-more-
-2-
Fiscal
2009 Net Sales Highlights*
(in
millions)
Reported
|
Organic
|
|||||||||||||||||||||||
Net
Sales
|
%
Change
|
Constant
Currency
Change
|
Net
Sales
|
%
Change
|
Constant
Currency
Change
|
|||||||||||||||||||
Consolidated
|
$ | 3,655 | -3 | % | - | $ | 3,507 | - | 4 | % | ||||||||||||||
Branded
Wine
|
$ | 3,015 | - | 4 | % | $ | 2,868 | -1 | % | 3 | % | |||||||||||||
Spirits
|
$ | 419 | 1 | % | 1 | % | $ | 419 | 6 | % | 6 | % | ||||||||||||
Wholesale/
other
|
$ | 221 | -35 | % | -30 | % | $ | 221 | 2 | % | 10 | % |
*
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/(loss).”
NM
= Not Meaningful
Fiscal
2009 Net Sales Commentary
Organic net sales increased four
percent on a constant currency basis. Reported consolidated net sales
decreased three percent due primarily to the impact of year-over-year currency
exchange rate fluctuation. The net sales benefit from the acquisition of the
Clos du Bois and Wild Horse brands was more than offset by the divestitures of
the Almaden, Inglenook and certain Pacific Northwest wine brands and the impact
of reporting the Matthew Clark joint venture under the equity
method.
Branded wine organic net sales on a
constant currency basis increased three percent, which includes an eight percent
increase for North America, a nine percent decrease for Europe, and three
percent decrease for Australia/New Zealand. Sales performance in North America
reflects solid growth in Canada and the benefit of overlapping the company’s
initiative to reduce distributor wine inventory levels in the U.S., which
negatively impacted net sales in fiscal 2008. Volume growth in key markets was
impacted by challenging economic conditions coupled with the implementation of
price increases and planned SKU reductions. These price increases and SKU
reductions resulted in the expected benefit of enhanced
worldwide wine margins.
-more-
-3-
“During the course of the year, we made
significant progress toward premiumizing our product portfolio and will continue
our efforts to leverage large, consumer-preferred brands that return the
greatest profits,” Sands said. “We have some of the strongest and most
recognized brands in the industry. Brands like Robert Mondavi, Wild
Horse, Ravenswood, Estancia, Clos du Bois and Simi have performed well in the
marketplace as consumers in this environment are turning to trusted products
that represent quality and good value.”
Total spirits organic net sales
increased six percent for the year, led by a 50 percent gain for SVEDKA Vodka
and solid performance of Black Velvet Canadian Whisky. “We are experiencing
positive performance from our retained spirits brands and are very pleased that
according to market data, SVEDKA has become the fastest growing major spirits
brand in the world and the third largest imported vodka in the U.S.,” said
Sands. “SVEDKA’s price point and unique marketing approach resonates
with consumers who enjoy the product’s high-end image, quality and
value.”
Fiscal
2009 Operating Income, Net Income, Diluted EPS Commentary
Wines segment operating income
increased $63 million versus the prior year. This increase reflects
the contribution from the Clos du Bois and Wild Horse brands, the overlap of the
U.S. distributor wine inventory reduction initiative and benefits from price
increases, partially offset by the divestitures of the Almaden, Inglenook and
certain Pacific Northwest wine brands and a decrease in international business
performance. The repositioning of the company’s U.S. portfolio to more premium
brands and resulting synergies has positively impacted operating profit
margins.
Constellation’s
equity earnings from its 50 percent interest in the Crown Imports
joint venture totaled $252 million, a decrease of one percent. For
fiscal 2009, Crown Imports generated net sales of $2.4 billion, which was even
with the prior year, and operating income of $504 million, a decrease of one
percent.
“Crown’s imported beer business has
also been affected by the macroeconomic climate,” said Sands. “However, looking
toward fiscal 2010, Crown is
building momentum for its key spring and summer selling season by putting in
place a number of new promotional activities targeted to key locations around
the U.S.”
-more-
-4-
For fiscal 2009, pre-tax restructuring
charges, acquisition-related integration costs and unusual items totaled $658
million compared to $918 million for the prior year. During the
fourth quarter fiscal 2009, the company recorded an estimated $358 million of
non-cash impairment charges related to goodwill, intangible assets and equity
method investments primarily in connection with the company’s annual impairment
testing of its international businesses.
Subsequent to the March 25 fourth quarter earnings preannouncement, the company recorded a non-cash inventory adjustment related primarily to prior years at the companys Australian subsidiary which negatively impacted fiscal 2009 reported basis diluted loss per share.
Interest
expense totaled $316 million, a decrease of seven percent. The decrease was
primarily from lower interest rates for the year. The company generated free
cash flow of $378 million compared with $376 million in the prior
year.
“Due
primarily to strong free cash flow, and the proceeds from asset dispositions
during fiscal 2009, total debt decreased by more than $820 million from fiscal
year end 2008 levels,” said Bob Ryder, Constellation Brands chief financial
officer. “By the end of fiscal 2009, we prepaid all of our term loan payment
requirements under our senior credit facility for fiscal 2010 and a portion for
fiscal 2011. Additionally, the $210 million of after-tax proceeds from the
recently completed sale of the value spirits business further enhances our
deleveraging efforts and will bring our debt to comparable basis EBITDA ratio to
almost four times.”
For
fiscal 2010, the company is targeting free cash flow in the range of $230 - $270
million. The decrease from fiscal 2009 is expected to be primarily driven by
higher taxes paid including a $65 million tax payment related to the sale of the
value spirits business in fiscal 2010, approximately $55 million in favorable
hedge transaction settlements received in fiscal 2009 that are not expected
to reoccur and higher capital expenditures.
-more-
-5-
Fourth
Quarter 2009 Financial Highlights*
(in
millions, except per share data)
Comparable
|
%
Change
|
Reported
|
%
Change
|
|||||||||||||
Consolidated
net sales
|
$ | 735 | -17 | % | $ |
735
|
-17 | % | ||||||||
Operating
income/(loss)
|
$ | 102 | -26 | % | $ |
(287
|
) |
NM
|
||||||||
Operating
margin
|
13.9 | % |
-160
bps
|
NM
|
NM
|
|||||||||||
Equity
earnings/(loss)
|
$ | 47 | 10 | % | $ | (32 | ) |
NM
|
||||||||
EBIT
|
$ | 149 | -17 | % | $ | - | - | |||||||||
Net
income/(loss)
|
$ | 46 | -37 | % | $ |
(407
|
) |
NM
|
||||||||
Diluted
earnings/(loss) per share
|
$ | 0.21 | -38 | % | $ | (1.88 | ) |
NM
|
Fourth
Quarter 2009 Net Sales Highlights*
(in
millions)
|
Reported
|
Organic
|
||||||||||||||||||||||
Net
Sales
|
%
Change
|
Constant
Currency
Change
|
Net
Sales
|
%
Change
|
Constant
Currency
Change
|
|||||||||||||||||||
Consolidated
|
$ | 735 | -17 | % | -8 | % | $ | 735 | -13 | % | -3 | % | ||||||||||||
Branded
Wine
|
$ | 619 | -17 | % | -7 | % | $ | 619 | -14 | % | -4 | % | ||||||||||||
Spirits
|
$ | 93 | -3 | % | -3 | % | $ | 93 | 6 | % | 6 | % | ||||||||||||
Wholesale/other
|
$ | 24 | -44 | % | -22 | % | $ | 24 | -44 | % | -22 | % |
Fourth
Quarter 2009 Net Sales Commentary
Organic net sales decreased three
percent on a constant currency basis. Reported consolidated net sales
decreased 17 percent primarily due to the impact of year-over-year currency
exchange rate fluctuations and the divestitures of the Almaden, Inglenook,
certain Pacific Northwest wine brands and the exit of certain spirits contract
production services.
Branded
wine organic net sales on a constant currency basis decreased four percent,
which includes a one percent increase for North America, a 16 percent decrease
for Europe and a four percent decrease for Australia/New
Zealand. These results reflect the impact of increasingly
challenging economic conditions, especially in the U.K. and Australia, price
increases and planned SKU reductions.
“Turbulent global trading conditions
negatively impacted our sales mix in the fourth quarter, which in turn affected
our gross profit margins,” said Sands. “However, we have been able to partially
offset these challenges through cost reductions which reflect our flexibility to
quickly adapt.”
Total spirits organic net sales
increased six percent for the quarter, driven by the growth of
SVEDKA.
-more-
-6-
Fourth
Quarter 2009 Operating Income, Net Income, Diluted EPS Commentary
Wines segment operating income
decreased $39 million versus the prior year quarter. This decrease
primarily reflects the divestitures of the Almaden, Inglenook and certain
Pacific Northwest wine brands and a significant decrease in the international
business performance.
Constellation’s
equity earnings from its Crown Imports joint venture totaled $47 million, an
increase of 13 percent. For fourth quarter 2009, Crown Imports
generated net sales of $434 million, a decrease of six percent, and operating
income of $93 million, an increase of 13 percent. The decrease in net sales
reflects continuing challenges in the on-premise and convenience channels.
Operating income increased due to timing of expenses and cost containment
efforts.
For fourth quarter 2009, pre-tax
restructuring charges, acquisition-related integration costs and unusual items
totaled $468 million compared to $893 million for the prior year
quarter.
Interest
expense totaled $71 million, a decrease of 24 percent reflecting the benefit of
lower average debt balances and interest rates.
Fiscal
2010 Global Initiative
Beginning
in the first quarter of fiscal 2010, the company will implement operational
changes to simplify the business, increase efficiencies and reduce its cost
structure on a global basis. The company expects these actions to result in the
elimination of approximately five percent of its global workforce and
rationalization of certain facilities. Constellation expects these actions to
produce cost savings of approximately $25 million in fiscal 2010 and more than
$50 million by the end of fiscal 2011. These savings include
synergies from consolidating the retained spirits brands into the North American
wine business.
In
connection with this global initiative, the company expects to incur one-time
cash charges of approximately $83 million and one-time non-cash charges of
approximately $29 million, for a total of approximately $112 million, which are
summarized below. Approximately $106 million of the total charges are expected
to be recognized in fiscal 2010.
-more-
-7-
Estimated
Pretax
Charges
|
||||
(in
millions)
|
||||
Restructuring
charges:
|
||||
Employee
termination costs(1)
|
$ | 25 | ||
Contract
termination costs(2)
|
22 | |||
Other
associated costs
|
4 | |||
Total
restructuring charges (cash)
|
51 | |||
Other
related costs (cash)
|
32 | |||
Accelerated
depreciation (non-cash)
|
29 | |||
Total
costs
|
$ | 112 | ||
Total
cash charges
|
$ | 83 | ||
Total
non-cash charges
|
$ | 29 | ||
(1) The
Company estimates that actual employee termination costs could range from $20
million to $30 million depending on the final implementation of the Global
Initiative.
(2) The
Company may incur additional contract termination costs of up to $10 million as
a result of the outcome of the negotiation of certain contract
exits.
Summary
“Constellation is focused on the right
strategies during these tough economic times to generate cash, pay down debt and
increase return on invested capital,” said Sands. “Given the difficult and
uncertain economic conditions, we are cautious with our outlook for fiscal
2010. However, our business strategy remains intact, we have a clear
path forward and plan to be prudent in managing the bottom line by focusing on
right-sizing our organization, creating efficiencies and rapidly deleveraging.
We believe this strategy, complemented by the strength of our brands, positions
the company well to benefit from the inevitable upturn in the economy when it
occurs.”
Outlook
The table below sets forth management’s
current diluted EPS expectations for fiscal year 2010 compared to fiscal year
2009 actual results, both on a reported basis and a comparable
basis.
-more-
-8-
Constellation
Brands Fiscal Year 2010
Diluted
Earnings Per Share Outlook
Reported
Basis
|
Comparable
Basis
|
|||
FY10
Estimate
|
FY09
Actual
|
FY10
Estimate
|
FY09
Actual
|
|
Fiscal
Year
Ending
Feb. 28
|
$0.97
- $1.07
|
($1.40)
|
$1.60
- $1.70
|
$1.60
|
Full-year
fiscal 2010 guidance includes the developments described above as well as the
following current assumptions:
|
·
|
Interest
expense: approximately $265 - $285
million
|
|
·
|
Tax
rate: approximately 53 percent on a reported basis, which includes a
provision of 9 percentage points associated with the March 2009 disposal
of the value spirits business and 5 percentage points related to
international restructuring activities with minimal tax benefits, for
approximately 38 percent on a comparable
basis
|
|
·
|
Weighted
average diluted shares outstanding: approximately 222
million
|
|
·
|
Free
cash flow: $230 - $270 million
|
Conference
Call
A conference call to discuss fiscal
2009 results and outlook for fiscal 2010 will be hosted by President and Chief
Executive Officer Rob Sands and Executive Vice President and Chief Financial
Officer Bob Ryder on Wednesday, April 8, 2009 at 10:30 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 EPS are as reported under generally accepted
accounting principles. Operating income, equity in earnings of equity
method investees, net income and diluted EPS on a comparable basis
(“comparable”), exclude restructuring charges, acquisition-related integration
costs and unusual items. The company’s measure of segment
profitability excludes restructuring charges, acquisition-related integration
costs and unusual items,
which is consistent with the measure used by management to evaluate results.
-more-
-9-
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.
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 the largest wine company in the world with a strong portfolio of
consumer-preferred premium wine brands complemented by spirits, imported beer
and other select beverage alcohol products. The company has significant market
presence in the U.S., Canada, U.K., Australia and New Zealand. Based
in Victor, N.Y., the company has more than 200 brands in its portfolio, sales in
about 150 countries and operates approximately 50 facilities. It is
the largest premium wine company in the U.S.; the largest wine company in the
U.K., Australia and Canada; the second largest wine company in New Zealand; and
the largest beer importer and marketer in the U.S. through its Crown Imports
joint venture with Mexico’s Grupo Modelo. Constellation Brands is a
S&P 500 Index and Fortune 500® company. Major brands in the
company’s portfolio include Robert Mondavi wines, Hardys, Clos du Bois,
Blackstone, Banrock Station, Arbor Mist, Estancia, Ravenswood, Jackson-Triggs,
Kim Crawford, Corona Extra, Black Velvet Canadian Whisky and SVEDKA Vodka. 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 May 22, 2009, 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. During Constellation’s “quiet period”, the Projections
should not be considered to constitute the company’s expectations and should be
considered historical, speaking as of prior to the quiet period only and not
subject to update by the company.
The
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. The Projections should not be construed in any manner as a guarantee
that such results will in fact occur.
-more-
-10-
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:
|
·
|
successful
integration of acquired businesses and realization of expected
synergies;
|
|
·
|
completion
of various portfolio actions;
|
|
·
|
achievement
of all expected cost savings from the company's various restructuring
plans, realization of expected asset sale proceeds from the sale of
inventory and other assets, and receipt of all consideration from the
divestiture of the value spirits
business;
|
|
·
|
accuracy
of the bases for forecasts relating to joint ventures and associated costs
and capital investment
requirements;
|
|
·
|
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 company's acquisitions and from estimates of
goodwill and intangible asset impairment
charges;
|
|
·
|
restructuring
charges, acquisition-related integration costs, other one-time costs and
purchase accounting adjustments associated with integration and
restructuring plans may vary materially from management's current
estimates due to variations in one or more of anticipated headcount
reductions, contract terminations, costs or timing of plan
implementation;
|
|
·
|
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 lower than expected sales or higher than expected
expenses;
|
|
·
|
general
economic, geo-political and regulatory conditions, prolonged downturn in
the economic markets in the U.S. and in the company’s major markets
outside of the U.S., continuing instability in world financial markets, or
unanticipated environmental liabilities and
costs;
|
|
·
|
changes
to accounting rules and tax laws, and other factors which could impact the
company's reported financial position or effective tax
rate;
|
|
·
|
changes
in interest rates and the inherent unpredictability of currency
fluctuations, commodity prices and raw material costs;
and
|
|
·
|
other
factors and uncertainties disclosed 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. 29, 2008, and its Quarterly Report on
Form 10-Q for the fiscal quarter ended Nov. 30, 2008, which could cause
actual future performance to differ from current
expectations.
|
# # #
-11-
Constellation
Brands, Inc. and Subsidiaries
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in
millions)
February 28,
2009
|
February 29,
2008
|
|||||||
Assets
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash investments
|
$ | 13.1 | $ | 20.5 | ||||
Accounts
receivable, net
|
524.6 | 731.6 | ||||||
Inventories
|
1,828.7 | 2,179.5 | ||||||
Prepaid
expenses and other
|
168.1 | 267.4 | ||||||
Total
current assets
|
2,534.5 | 3,199.0 | ||||||
Property,
plant and equipment, net
|
1,547.5 | 2,035.0 | ||||||
Goodwill
|
2,615.0 | 3,123.9 | ||||||
Intangible
assets, net
|
1,000.6 | 1,190.0 | ||||||
Other
assets, net
|
338.9 | 504.9 | ||||||
Total
assets
|
$ | 8,036.5 | $ | 10,052.8 | ||||
Liabilities
and Stockholders' Equity
|
||||||||
Current
Liabilities:
|
||||||||
Notes
payable to banks
|
$ | 227.3 | $ | 379.5 | ||||
Current
maturities of long-term debt
|
235.2 | 229.3 | ||||||
Accounts
payable
|
288.7 | 349.4 | ||||||
Accrued
excise taxes
|
57.6 | 62.4 | ||||||
Other
accrued expenses and liabilities
|
517.6 | 697.7 | ||||||
Total
current liabilities
|
1,326.4 | 1,718.3 | ||||||
Long-term
debt, less current maturities
|
3,971.1 | 4,648.7 | ||||||
Deferred
income taxes
|
543.6 | 535.8 | ||||||
Other
liabilities
|
287.1 | 384.1 | ||||||
Total
liabilities
|
6,128.2 | 7,286.9 | ||||||
Total
stockholders' equity
|
1,908.3 | 2,765.9 | ||||||
Total
liabilities and stockholders' equity
|
$ | 8,036.5 | $ | 10,052.8 |
-more-
-12-
Constellation
Brands, Inc. and Subsidiaries
CONSOLIDATED
STATEMENTS OF OPERATIONS
(in
millions, except per share data)
Three Months Ended
|
Year Ended
|
|||||||||||||||
February 28,
2009
|
February 29,
2008
|
February 28,
2009
|
February 29,
2008
|
|||||||||||||
Sales
|
$ | 964.9 | $ | 1,135.4 | $ | 4,723.0 | $ | 4,885.1 | ||||||||
Excise
taxes
|
(229.8 | ) | (251.0 | ) | (1,068.4 | ) | (1,112.1 | ) | ||||||||
Net
sales
|
735.1 | 884.4 | 3,654.6 | 3,773.0 | ||||||||||||
Cost
of product sold
|
(543.9 | ) | (572.7 | ) | (2,424.6 | ) | (2,491.5 | ) | ||||||||
Gross
profit
|
191.2 | 311.7 | 1,230.0 | 1,281.5 | ||||||||||||
Selling,
general and administrative expenses
|
(171.2 | ) | (227.1 | ) | (830.4 | ) | (807.3 | ) | ||||||||
Impairment
of goodwill and intangible assets
|
(278.6 | ) | (812.2 | ) | (300.4 | ) | (812.2 | ) | ||||||||
Restructuring
charges
|
(27.7 | ) | (6.2 | ) | (68.0 | ) | (6.9 | ) | ||||||||
Acquisition-related
integration costs
|
(0.6 | ) | (6.6 | ) | (8.2 | ) | (11.8 | ) | ||||||||
Operating
(loss) income
|
(286.9 | ) | (740.4 | ) | 23.0 | (356.7 | ) | |||||||||
Equity
in (losses) earnings of equity method investees
|
(31.9 | ) | 27.8 | 186.6 | 257.9 | |||||||||||
Interest
expense, net
|
(70.7 | ) | (93.0 | ) | (316.4 | ) | (341.8 | ) | ||||||||
Loss
before income taxes
|
(389.5 | ) | (805.6 | ) | (106.8 | ) | (440.6 | ) | ||||||||
Provision
for income taxes
|
(17.3 | ) | (29.2 | ) | (194.6 | ) | (172.7 | ) | ||||||||
Net
loss
|
$ | (406.8 | ) | $ | (834.8 | ) | $ | (301.4 | ) | $ | (613.3 | ) | ||||
|
||||||||||||||||
Loss
Per Common Share:
|
||||||||||||||||
Basic
- Class A Common Stock
|
$ | (1.88 | ) | $ | (3.91 | ) | $ | (1.40 | ) | $ | (2.83 | ) | ||||
Basic
- Class B Common Stock
|
$ | (1.71 | ) | $ | (3.55 | ) | $ | (1.27 | ) | $ | (2.57 | ) | ||||
Diluted
- Class A Common Stock
|
$ | (1.88 | ) | $ | (3.91 | ) | $ | (1.40 | ) | $ | (2.83 | ) | ||||
Diluted
- Class B Common Stock
|
$ | (1.71 | ) | $ | (3.55 | ) | $ | (1.27 | ) | $ | (2.57 | ) | ||||
Weighted
Average Common Shares Outstanding:
|
||||||||||||||||
Basic
- Class A Common Stock
|
194.669 | 191.946 | 193.906 | 195.135 | ||||||||||||
Basic
- Class B Common Stock
|
23.744 | 23.794 | 23.753 | 23.812 | ||||||||||||
Diluted
- Class A Common Stock
|
194.669 | 191.946 | 193.906 | 195.135 | ||||||||||||
Diluted
- Class B Common Stock
|
23.744 | 23.794 | 23.753 | 23.812 |
-more-
-13-
Constellation
Brands, Inc. and Subsidiaries
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(in
millions)
Year Ended
|
||||||||
February 28,
2009
|
February 29,
2008
|
|||||||
Cash
Flows From Operating Activities
|
||||||||
Net
loss
|
$ | (301.4 | ) | $ | (613.3 | ) | ||
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
||||||||
Impairment
of goodwill and intangible assets
|
300.4 | 812.2 | ||||||
Depreciation
of property, plant and equipment
|
143.6 | 154.7 | ||||||
Equity
in earnings of equity method investees, net of distributed
earnings
|
90.3 | 20.7 | ||||||
Write-down
of Australian inventory
|
75.5 | - | ||||||
Stock-based
compensation expense
|
46.1 | 32.0 | ||||||
Loss
on disposal or impairment of long-lived assets, net
|
44.9 | 1.8 | ||||||
Loss
on businesses sold or held for sale
|
31.5 | 34.6 | ||||||
Amortization
of intangible and other assets
|
13.4 | 11.2 | ||||||
Deferred
tax provision
|
2.3 | 98.0 | ||||||
Change
in operating assets and liabilities, net of effects
from
purchases and sales of businesses:
|
||||||||
Accounts
receivable, net
|
87.4 | 56.2 | ||||||
Inventories
|
(86.0 | ) | (37.8 | ) | ||||
Prepaid
expenses and other current assets
|
9.4 | (5.8 | ) | |||||
Accounts
payable
|
(26.9 | ) | 16.3 | |||||
Accrued
excise taxes
|
12.1 | 2.4 | ||||||
Other
accrued expenses and liabilities
|
(95.0 | ) | (34.2 | ) | ||||
Other,
net
|
159.3 | (29.2 | ) | |||||
Total
adjustments
|
808.3 | 1,133.1 | ||||||
Net
cash provided by operating activities
|
506.9 | 519.8 | ||||||
Cash
Flows From Investing Activities
|
||||||||
Proceeds
from sales of businesses
|
204.2 | 136.5 | ||||||
Proceeds
from sales of assets
|
25.4 | 19.4 | ||||||
Capital
distributions from equity method investeess
|
20.8 | - | ||||||
Purchases
of businesses, net of cash acquired
|
0.1 | (1,302.0 | ) | |||||
Purchases
of property, plant and equipment
|
(128.6 | ) | (143.8 | ) | ||||
Investment
in equity method investee
|
(3.2 | ) | (4.6 | ) | ||||
Payment
of accrued earn-out amount
|
- | (4.0 | ) | |||||
Proceeds
from formation of joint venture
|
- | 185.6 | ||||||
Other
investing activities
|
9.9 | - | ||||||
Net
cash provided by (used in) investing activities
|
128.6 | (1,112.9 | ) | |||||
Cash
Flows From Financing Activities
|
||||||||
Principal
payments of long-term debt
|
(577.6 | ) | (374.9 | ) | ||||
Net
(repayment of) proceeds from notes payable
|
(109.7 | ) | 219.4 | |||||
Exercise
of employee stock options
|
27.1 | 20.6 | ||||||
Excess
tax benefits from stock-based payment awards
|
7.2 | 11.3 | ||||||
Proceeds
from employee stock purchases
|
5.6 | 6.2 | ||||||
Proceeds
from issuance of long-term debt
|
- | 1,212.9 | ||||||
Purchases
of treasury stock
|
- | (500.0 | ) | |||||
Payment
of financing costs of long-term debt
|
- | (10.6 | ) | |||||
Net
cash (used in) provided by financing activities
|
(647.4 | ) | 584.9 | |||||
Effect
of exchange rate changes on cash and cash investments
|
4.5 | (4.8 | ) | |||||
Net
decrease in cash and cash investments
|
(7.4 | ) | (13.0 | ) | ||||
Cash and cash
investments, beginning of period
|
20.5 | 33.5 | ||||||
Cash and cash
investments, end of
period
|
$ | 13.1 | $ | 20.5 |
-more-
-14-
Constellation
Brands, Inc. and Subsidiaries
SEGMENT
INFORMATION
(in
millions)
Three Months Ended
|
Year Ended
|
|||||||||||||||||||||||
February 28,
2009
|
February 29,
2008
|
Percent
Change
|
February 28,
2009
|
February 29,
2008
|
Percent
Change
|
|||||||||||||||||||
Segment
Net Sales and Operating Income
|
||||||||||||||||||||||||
Constellation
Wines
|
||||||||||||||||||||||||
Branded
wine net sales
|
$ | 618.8 | $ | 746.8 | (17 | %) | $ | 3,015.3 | $ | 3,016.9 | - | |||||||||||||
Wholesale
and other net sales
|
23.7 | 42.5 | (44 | %) | 220.6 | 341.9 | (35 | %) | ||||||||||||||||
Segment
net sales
|
$ | 642.5 | $ | 789.3 | (19 | %) | $ | 3,235.9 | $ | 3,358.8 | (4 | %) | ||||||||||||
Operating
income
|
$ | 106.5 | $ | 145.4 | (27 | %) | $ | 621.8 | $ | 558.4 | 11 | % | ||||||||||||
%
Net sales
|
16.6 | % | 18.4 | % | 19.2 | % | 16.6 | % | ||||||||||||||||
Equity
in earnings of equity method investees
|
$ | 0.8 | $ | 1.7 | (53 | %) | $ | 17.6 | $ | 18.8 | (6 | %) | ||||||||||||
Constellation
Spirits
|
||||||||||||||||||||||||
Segment
net sales
|
$ | 92.6 | $ | 95.1 | (3 | %) | $ | 418.7 | $ | 414.2 | 1 | % | ||||||||||||
Operating
income
|
$ | 16.8 | $ | 13.9 | 21 | % | $ | 69.6 | $ | 72.0 | (3 | %) | ||||||||||||
%
Net sales
|
18.1 | % | 14.6 | % | 16.6 | % | 17.4 | % | ||||||||||||||||
Crown
Imports
|
||||||||||||||||||||||||
Segment
net sales
|
$ | 433.9 | $ | 462.5 | (6 | %) | $ | 2,393.2 | $ | 2,391.0 | - | |||||||||||||
Operating
income
|
$ | 93.2 | $ | 82.4 | 13 | % | $ | 504.1 | $ | 509.0 | (1 | %) | ||||||||||||
%
Net sales
|
21.5 | % | 17.8 | % | 21.1 | % | 21.3 | % | ||||||||||||||||
Consolidation
and Eliminations
|
||||||||||||||||||||||||
Segment
net sales
|
$ | (433.9 | ) | $ | (462.5 | ) | (6 | %) | $ | (2,393.2 | ) | $ | (2,391.0 | ) | - | |||||||||
Operating
income
|
$ | (93.2 | ) | $ | (82.4 | ) | 13 | % | $ | (504.1 | ) | $ | (509.0 | ) | (1 | %) | ||||||||
Equity
in earnings of Crown Imports
|
$ | 46.5 | $ | 41.2 | 13 | % | $ | 252.3 | $ | 255.1 | (1 | %) | ||||||||||||
Corporate
Operations and Other
|
||||||||||||||||||||||||
Consolidated
net sales
|
$ | 735.1 | $ | 884.4 | (17 | %) | $ | 3,654.6 | $ | 3,773.0 | (3 | %) | ||||||||||||
Operating
loss
|
$ | (21.3 | ) | $ | (22.2 | ) | (4 | %) | $ | (93.4 | ) | $ | (85.5 | ) | 9 | % | ||||||||
%
Net sales
|
2.9 | % | 2.5 | % | 2.6 | % | 2.3 | % |
-more-
-15-
Constellation
Brands, Inc. and Subsidiaries
GEOGRAPHIC
INFORMATION
(in
millions)
Three Months
Ended
|
Currency
|
|||||||||||||||||||
February
28,
|
February
29,
|
Percent
|
Currency
|
Percent
|
||||||||||||||||
2009
|
2008
|
Change
|
Impact
|
Change(3)
|
||||||||||||||||
Geographic Net Sales
(1)(2)
|
||||||||||||||||||||
North
America
|
$ | 553.2 | $ | 611.1 | (9 | %) | (3 | %) | (7 | %) | ||||||||||
Branded
wine
|
$ | 459.0 | $ | 501.7 | (9 | %) | (3 | %) | (5 | %) | ||||||||||
Spirits
|
$ | 92.6 | $ | 95.1 | (3 | %) | - | (3 | %) | |||||||||||
Wholesale
and other
|
$ | 1.6 | $ | 14.3 | (89 | %) | (12 | %) | (77 | %) | ||||||||||
Europe
|
$ | 111.9 | $ | 173.7 | (36 | %) | (23 | %) | (12 | %) | ||||||||||
Branded
wine
|
$ | 91.4 | $ | 148.8 | (39 | %) | (22 | %) | (16 | %) | ||||||||||
Wholesale
and other
|
$ | 20.5 | $ | 24.9 | (18 | %) | (29 | %) | 12 | % | ||||||||||
Australia/New
Zealand
|
$ | 70.1 | $ | 99.6 | (30 | %) | (25 | %) | (5 | %) | ||||||||||
Branded
wine
|
$ | 68.4 | $ | 96.3 | (29 | %) | (25 | %) | (4 | %) | ||||||||||
Wholesale
and other
|
$ | 1.7 | $ | 3.3 | (48 | %) | (18 | %) | (30 | %) |
Organic
|
||||||||||||||||||||||||||||
Constant
|
||||||||||||||||||||||||||||
Three Months Ended
|
Currency
|
|||||||||||||||||||||||||||
February
28,
|
February
29,
|
Percent
|
Acquisition
|
Divestiture
|
Currency
|
Percent
|
||||||||||||||||||||||
2009
|
2008
|
Change
|
Impact(4)
|
Impact(5)
|
Impact
|
Change(3)
|
||||||||||||||||||||||
Branded Wine Geographic Net
Sales (1)(2)
|
||||||||||||||||||||||||||||
North
America
|
$ | 459.0 | $ | 501.7 | (9 | %) | - | (6 | %) | (3 | %) | 1 | % | |||||||||||||||
Europe
|
91.4 | 148.8 | (39 | %) | - | - | (22 | %) | (16 | %) | ||||||||||||||||||
Australia/New
Zealand
|
68.4 | 96.3 | (29 | %) | - | - | (25 | %) | (4 | %) | ||||||||||||||||||
Consolidated
branded wine net sales
|
$ | 618.8 | $ | 746.8 | (17 | %) | - | (4 | %) | (10 | %) | (4 | %) |
Constant
|
||||||||||||||||||||
Year Ended
|
Currency
|
|||||||||||||||||||
February
28,
|
February
29,
|
Percent
|
Currency
|
Percent
|
||||||||||||||||
2009
|
2008
|
Change
|
Impact
|
Change(3)
|
||||||||||||||||
Geographic Net Sales
(1)(2)
|
||||||||||||||||||||
North
America
|
$ | 2,651.8 | $ | 2,488.2 | 7 | % | (1 | %) | 7 | % | ||||||||||
Branded
wine
|
$ | 2,154.7 | $ | 2,005.6 | 7 | % | (1 | %) | 8 | % | ||||||||||
Spirits
|
$ | 418.7 | $ | 414.2 | 1 | % | - | 1 | % | |||||||||||
Wholesale
and other
|
$ | 78.4 | $ | 68.4 | 15 | % | (3 | %) | 18 | % | ||||||||||
Europe
|
$ | 648.4 | $ | 885.9 | (27 | %) | (9 | %) | (18 | %) | ||||||||||
Branded
wine
|
$ | 521.3 | $ | 637.9 | (18 | %) | (10 | %) | (8 | %) | ||||||||||
Wholesale
and other
|
$ | 127.1 | $ | 248.0 | (49 | %) | (6 | %) | (43 | %) | ||||||||||
Australia/New
Zealand
|
$ | 354.5 | $ | 398.9 | (11 | %) | (6 | %) | (5 | %) | ||||||||||
Branded
wine
|
$ | 339.3 | $ | 373.4 | (9 | %) | (7 | %) | (3 | %) | ||||||||||
Wholesale
and other
|
$ | 15.2 | $ | 25.5 | (40 | %) | (1 | %) | (40 | %) |
Organic
|
||||||||||||||||||||||||||||
Constant
|
||||||||||||||||||||||||||||
Year Ended
|
Currency
|
|||||||||||||||||||||||||||
February
28,
|
February
29,
|
Percent
|
Acquisition
|
Divestiture
|
Currency
|
Percent
|
||||||||||||||||||||||
2009
|
2008
|
Change
|
Impact(4)
|
Impact(5)
|
Impact
|
Change(3)
|
||||||||||||||||||||||
Branded Wine Geographic Net
Sales (1)(2)
|
||||||||||||||||||||||||||||
North
America
|
$ | 2,154.7 | $ | 2,005.6 | 7 | % | 7 | % | (6 | %) | (1 | %) | 8 | % | ||||||||||||||
Europe
|
521.3 | 637.9 | (18 | %) | - | 1 | % | (10 | %) | (9 | %) | |||||||||||||||||
Australia/New
Zealand
|
339.3 | 373.4 | (9 | %) | - | - | (7 | %) | (3 | %) | ||||||||||||||||||
Consolidated
branded wine net sales
|
$ | 3,015.3 | $ | 3,016.9 | - | 5 | % | (4 | %) | (4 | %) | 3 | % |
(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 BWE Acquisition
for the period March 1, 2008, through November 30, 2008, included in the
year ended February 28, 2009. No adjustments have been made for
the period December 1, 2008, through December 16, 2008, included in the
three months and year ended February 28, 2009, as amounts are not
significant.
|
(5)
|
Divestiture
impact includes (i) the removal of Almaden and Inglenook
branded wine net sales for the period December 1, 2007, through February
29, 2008, included in the three months ended February 29, 2008, and for
the period March 1, 2007, through February 29, 2008, included in the year
ended February 29, 2008; (ii) the removal of branded wine net
sales associated with the Pacific Northwest brands for the period December
1, 2007, through February 29, 2008, included in the three months ended
February 29, 2008, and for the period June 1, 2007, through February 29,
2008, included in the year ended February 29, 2008; and
(iii) the add-back of U.K. branded wine net sales previously
sold through the U.K. wholesale business for the period March 1, 2007,
through April 16, 2007, included in the year ended February 29,
2008.
|
-more-
-16-
Constellation
Brands, Inc. and Subsidiaries
RECONCILIATION
OF REPORTED, ORGANIC AND CONSTANT CURRENCY NET SALES
(in
millions)
As the
company formed its U.K. wholesale joint venture on April 17, 2007; acquired BWE
on December 17, 2007; sold its Almaden and Inglenook wine brands on February 28,
2008; sold certain Pacific Northwest wine brands on June 5, 2008; and exited
certain spirits production contracts in connection with the sale of a Canadian
distilling facility on August 31, 2008, organic net sales for the respective
periods are defined by the company as reported net sales plus/less net sales of
U.K. wholesale, U.K. branded wine, BWE products, Almaden and Inglenook branded
wine, Pacific Northwest brands, or contract production services, as
appropriate. As the company acquired Svedka on March 19, 2007,
organic net sales for the year ended February 28, 2009, have not been adjusted
for net sales of Svedka products during the period March 1, 2008, through March
18, 2008, as amounts are not significant. 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
|
Constant
|
|||||||||||||||||||||||||||||||||||||||
Three Months Ended
|
Currency
|
Year Ended
|
Currency
|
|||||||||||||||||||||||||||||||||||||
February
28,
|
February
29,
|
Percent
|
Currency
|
Percent
|
February
28,
|
February
29,
|
Percent
|
Currency
|
Percent
|
|||||||||||||||||||||||||||||||
2009
|
2008
|
Change
|
Impact
|
Change(1)
|
2009
|
2008
|
Change
|
Impact
|
Change(1)
|
|||||||||||||||||||||||||||||||
Consolidated
Net Sales
|
||||||||||||||||||||||||||||||||||||||||
Branded
wine
|
$ | 618.8 | $ | 746.8 | (17 | %) | (10 | %) | (7 | %) | $ | 3,015.3 | $ | 3,016.9 | - | (4 | %) | 4 | % | |||||||||||||||||||||
Wholesale
and other
|
23.7 | 42.5 | (44 | %) | (23 | %) | (22 | %) | 220.6 | 341.9 | (35 | %) | (5 | %) | (30 | %) | ||||||||||||||||||||||||
Spirits
|
92.6 | 95.1 | (3 | %) | - | (3 | %) | 418.7 | 414.2 | 1 | % | - | 1 | % | ||||||||||||||||||||||||||
Consolidated
reported net sales
|
735.1 | 884.4 | (17 | %) | (9 | %) | (8 | %) | 3,654.6 | 3,773.0 | (3 | %) | (3 | %) | - | |||||||||||||||||||||||||
Less: BWE
(2)
|
- | - | (147.3 | ) | - | |||||||||||||||||||||||||||||||||||
Less: U.K.
wholesale, net of U.K. branded wine (3)
|
- | - | - | (117.1 | ) | |||||||||||||||||||||||||||||||||||
Less: Almaden
and Inglenook branded wine net sales (4)
|
- | (24.4 | ) | - | (106.8 | ) | ||||||||||||||||||||||||||||||||||
Less: Pacific
Northwest branded wine net sales (5)
|
- | (5.8 | ) | - | (21.6 | ) | ||||||||||||||||||||||||||||||||||
Less: Spirits
contract production services net sales (6)
|
- | (8.0 | ) | - | (19.1 | ) | ||||||||||||||||||||||||||||||||||
Consolidated
organic net sales
|
$ | 735.1 | $ | 846.2 | (13 | %) | (10 | %) | (3 | %) | $ | 3,507.3 | $ | 3,508.4 | - | (4 | %) | 4 | % | |||||||||||||||||||||
Branded
Wine Net Sales
|
||||||||||||||||||||||||||||||||||||||||
Branded
wine reported net sales
|
$ | 618.8 | $ | 746.8 | (17 | %) | (10 | %) | (7 | %) | $ | 3,015.3 | $ | 3,016.9 | - | (4 | %) | 4 | % | |||||||||||||||||||||
Less: BWE
(2)
|
- | - | (147.3 | ) | - | |||||||||||||||||||||||||||||||||||
Plus: U.K.
branded wine (3)
|
- | - | - | 8.4 | ||||||||||||||||||||||||||||||||||||
Less: Almaden
and Inglenook branded wine net sales (4)
|
- | (24.4 | ) | - | (106.8 | ) | ||||||||||||||||||||||||||||||||||
Less: Pacific
Northwest branded wine net sales (5)
|
- | (5.8 | ) | - | (21.6 | ) | ||||||||||||||||||||||||||||||||||
Branded
wine organic net sales
|
$ | 618.8 | $ | 716.6 | (14 | %) | (10 | %) | (4 | %) | $ | 2,868.0 | $ | 2,896.9 | (1 | %) | (4 | %) | 3 | % | ||||||||||||||||||||
Wholesale
and Other Net Sales
|
||||||||||||||||||||||||||||||||||||||||
Wholesale
and other reported net sales
|
$ | 23.7 | $ | 42.5 | (44 | %) | (23 | %) | (22 | %) | $ | 220.6 | $ | 341.9 | (35 | %) | (5 | %) | (30 | %) | ||||||||||||||||||||
Less: U.K.
wholesale (3)
|
- | - | - | (125.5 | ) | |||||||||||||||||||||||||||||||||||
Wholesale
and other organic net sales
|
$ | 23.7 | $ | 42.5 | (44 | %) | (23 | %) | (22 | %) | $ | 220.6 | $ | 216.4 | 2 | % | (8 | %) | 10 | % | ||||||||||||||||||||
Spirits
Net Sales
|
||||||||||||||||||||||||||||||||||||||||
Spirits
reported net sales
|
$ | 92.6 | $ | 95.1 | (3 | %) | - | (3 | %) | $ | 418.7 | $ | 414.2 | 1 | % | - | 1 | % | ||||||||||||||||||||||
Less: Spirits
contract production services net sales (6)
|
- | (8.0 | ) | - | (19.1 | ) | ||||||||||||||||||||||||||||||||||
Spirits
organic net sales
|
$ | 92.6 | $ | 87.1 | 6 | % | - | 6 | % | $ | 418.7 | $ | 395.1 | 6 | % | - | 6 | % |
(1)
|
May
not sum due to rounding as each item is computed
independently.
|
(2)
|
For
the period March 1, 2008, through November 30, 2008, included in the year
ended February 28, 2009. No adjustments have been made for the
period December 1, 2008, through December 16, 2008, included in the three
months and year ended February 28, 2009, as amounts are not
significant.
|
(3)
|
For
the period March 1, 2007, through April 16, 2007, included in the year
ended February 29, 2008.
|
(4)
|
For
the period December 1, 2007, through February 29, 2008, included in the
three months ended February 29, 2008, and March 1, 2007, through February
29, 2008, included in the year ended February 29,
2008.
|
(5)
|
For
the period December 1, 2007, through February 29, 2008, included in the
three months ended February 29, 2008, and June 1, 2007, through February
29, 2008, included in the year ended February 29,
2008.
|
(6)
|
For
the period December 1, 2007, through February 29, 2008, included in the
three months ended February 29, 2008, and September 1, 2007, through
February 29, 2008, included in the year ended February 29,
2008.
|
-more-
-17-
Constellation
Brands, Inc. and Subsidiaries
RECONCILIATIONS
OF GAAP TO NON-GAAP FINANCIAL MEASURES (1)
(in
millions, except per share data)
Three
Months Ended February 28, 2009
|
Three
Months Ended February 29, 2008
|
Percent
Change
- Reported Basis (GAAP)
|
Percent
Change
-
Comparable
Basis
(Non-GAAP)
|
||||||||||||
Reported
Basis (GAAP)
|
Inventory
Step-up
|
Strategic
Business
Realignment(2)
|
Other(3)
|
Comparable
Basis
(Non-GAAP)
|
Reported
Basis (GAAP)
|
Inventory
Step-up
|
Strategic
Business
Realignment(2)
|
Other(3)
|
Comparable
Basis
(Non-GAAP)
|
||||||
Net
sales
|
$
735.1
|
$
735.1
|
$
884.4
|
$
884.4
|
(17%)
|
(17%)
|
|||||||||
Cost
of product sold
|
(543.9)
|
5.5
|
11.8
|
37.0
|
(489.6)
|
(572.7)
|
3.3
|
15.3
|
(554.1)
|
(5%)
|
(12%)
|
||||
Gross
profit
|
191.2
|
5.5
|
11.8
|
37.0
|
245.5
|
311.7
|
3.3
|
15.3
|
-
|
330.3
|
(39%)
|
(26%)
|
|||
Selling,
general and administrative expenses ("SG&A")
|
(171.2)
|
27.7
|
(143.5)
|
(227.1)
|
28.6
|
5.3
|
(193.2)
|
(25%)
|
(26%)
|
||||||
Impairment
of goodwill and intangible assets
|
(278.6)
|
0.4
|
278.2
|
-
|
(812.2)
|
7.4
|
804.8
|
-
|
NM
|
N/A
|
|||||
Restructuring
charges
|
(27.7)
|
27.7
|
-
|
(6.2)
|
6.2
|
-
|
NM
|
N/A
|
|||||||
Acquisition-related
integration costs
|
(0.6)
|
0.6
|
-
|
(6.6)
|
6.6
|
-
|
NM
|
N/A
|
|||||||
Operating
(loss) income
|
(286.9)
|
5.5
|
68.2
|
315.2
|
102.0
|
(740.4)
|
3.3
|
64.1
|
810.1
|
137.1
|
NM
|
(26%)
|
|||
Equity
in (losses) earnings of equity method investees
|
(31.9)
|
79.2
|
47.3
|
27.8
|
15.1
|
42.9
|
NM
|
10%
|
|||||||
EBIT
|
149.3
|
180.0
|
N/A
|
(17%)
|
|||||||||||
Interest
expense, net
|
(70.7)
|
(70.7)
|
(93.0)
|
(93.0)
|
(24%)
|
(24%)
|
|||||||||
(Loss)
income before income taxes
|
(389.5)
|
5.5
|
68.2
|
394.4
|
78.6
|
(805.6)
|
3.3
|
64.1
|
825.2
|
87.0
|
NM
|
(10%)
|
|||
(Provision
for) benefit from income taxes
|
(17.3)
|
(2.2)
|
(7.2)
|
(5.2)
|
(31.9)
|
(29.2)
|
(1.2)
|
(14.5)
|
31.7
|
(13.2)
|
NM
|
142%
|
|||
Net
(loss) income
|
$
(406.8)
|
$ 3.3
|
$
61.0
|
$ 389.2
|
$
46.7
|
$
(834.8)
|
$
2.1
|
$
49.6
|
$
856.9
|
$
73.8
|
NM
|
(37%)
|
|||
Diluted
(loss) earnings per common share
|
$ (1.88)
|
$
0.21
|
$
(3.91)
|
$
0.34
|
NM
|
(38%)
|
|||||||||
Weighted
Average Common Shares
Outstanding
- Diluted(4)
|
194.669
|
219.850
|
191.946
|
219.199
|
|||||||||||
|
|||||||||||||||
Gross
margin
|
26.0%
|
33.4%
|
35.2%
|
37.3%
|
|||||||||||
SG&A
as a percent of net sales
|
23.3%
|
19.5%
|
25.7%
|
21.8%
|
|||||||||||
Operating
margin
|
NM
|
13.9%
|
NM
|
15.5%
|
|||||||||||
Effective
tax rate
|
NM
|
40.6%
|
NM
|
15.2%
|
NM
= Not Meaningful
-more-
-18-
Constellation
Brands, Inc. and Subsidiaries
RECONCILIATIONS
OF GAAP TO NON-GAAP FINANCIAL MEASURES (1)
(in
millions, except per share data)
Year
Ended February 28, 2009
|
Year
Ended February 29, 2008
|
Percent
Change
- Reported Basis (GAAP)
|
Percent
Change
-
Comparable
Basis
(Non-GAAP)
|
||||||||||||
Reported
Basis (GAAP)
|
Inventory
Step-up
|
Strategic
Business
Realignment(5)
|
Other(6)
|
Comparable
Basis
(Non-GAAP)
|
Reported
Basis (GAAP)
|
Inventory
Step-up
|
Strategic
Business
Realignment(5)
|
Other(6)
|
Comparable
Basis
(Non-GAAP)
|
||||||
Net
sales
|
$ 3,654.6
|
$
3,654.6
|
$ 3,773.0
|
$ 3,773.0
|
(3%)
|
(3%)
|
|||||||||
Cost
of product sold
|
(2,424.6)
|
22.2
|
68.0
|
37.1
|
(2,297.3)
|
(2,491.5)
|
11.4
|
22.1
|
0.1
|
(2,457.9)
|
(3%)
|
(7%)
|
|||
Gross
profit
|
1,230.0
|
22.2
|
68.0
|
37.1
|
1,357.3
|
1,281.5
|
11.4
|
22.1
|
0.1
|
1,315.1
|
(4%)
|
3%
|
|||
Selling,
general and administrative expenses ("SG&A")
|
(830.4)
|
71.1
|
(759.3)
|
(807.3)
|
31.8
|
5.3
|
(770.2)
|
3%
|
(1%)
|
||||||
Impairment
of goodwill and intangible assets
|
(300.4)
|
22.2
|
278.2
|
-
|
(812.2)
|
7.4
|
804.8
|
-
|
NM
|
N/A
|
|||||
Restructuring
charges
|
(68.0)
|
68.0
|
-
|
(6.9)
|
6.9
|
-
|
NM
|
N/A
|
|||||||
Acquisition-related
integration costs
|
(8.2)
|
8.2
|
-
|
(11.8)
|
11.8
|
-
|
(31%)
|
N/A
|
|||||||
Operating
income (loss)
|
23.0
|
22.2
|
237.5
|
315.3
|
598.0
|
(356.7)
|
11.4
|
80.0
|
810.2
|
544.9
|
NM
|
10%
|
|||
Equity
in earnings of equity method investees
|
186.6
|
83.3
|
269.9
|
257.9
|
0.9
|
15.1
|
273.9
|
(28%)
|
(1%)
|
||||||
EBIT
|
867.9
|
818.8
|
N/A
|
6%
|
|||||||||||
Interest
expense, net
|
(316.4)
|
(316.4)
|
(341.8)
|
(341.8)
|
(7%)
|
(7%)
|
|||||||||
(Loss)
income before income taxes
|
(106.8)
|
22.2
|
237.5
|
398.6
|
551.5
|
(440.6)
|
12.3
|
80.0
|
825.3
|
477.0
|
NM
|
16%
|
|||
(Provision
for) benefit from income taxes
|
(194.6)
|
(8.5)
|
(24.3)
|
27.2
|
(200.2)
|
(172.7)
|
(4.4)
|
(10.5)
|
31.6
|
(156.0)
|
NM
|
28%
|
|||
Net
(loss) income
|
$
(301.4)
|
$
13.7
|
$ 213.2
|
$ 425.8
|
$
351.3
|
$
(613.3)
|
$
7.9
|
$
69.5
|
$
856.9
|
$
321.0
|
NM
|
9%
|
|||
Diluted
(loss) earnings per common share
|
$
(1.40)
|
$
1.60
|
$
(2.83)
|
$
1.44
|
NM
|
11%
|
|||||||||
Weighted
Average Common Shares
Outstanding
- Diluted(4)
|
193.906
|
219.930
|
195.135
|
222.925
|
|||||||||||
Gross
margin
|
33.7%
|
37.1%
|
34.0%
|
34.9%
|
|||||||||||
SG&A
as a percent of net sales
|
22.7%
|
20.8%
|
21.4%
|
20.4%
|
|||||||||||
Operating
margin
|
NM
|
16.4%
|
NM
|
14.4%
|
|||||||||||
Effective
tax rate
|
NM
|
36.3%
|
NM
|
32.7%
|
-more-
-19-
Constellation
Brands, Inc. and Subsidiaries
RECONCILIATIONS
OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued)
NOTES
(1)
|
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 reconciliation tables above, 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
above for supplemental financial data and corresponding reconciliations of
these non-GAAP financial measures to GAAP financial measures for the three
months and year ended February 28, 2009, and 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 these non-GAAP financial
measures.
|
(2)
|
For
the three months ended February 28, 2009, strategic business realignment
items consist primarily of (i) costs recognized by the company in
connection with the Australian Initiative of $29.2 million, net of a tax
benefit of $0.0 million, and the Fiscal 2007 Wine Plan of $6.5 million,
net of a tax benefit of $2.2 million, and (ii) a loss, primarily on assets
held for sale, in connection with the March 2009 disposal of the value
spirits business of $19.6 million, net of a tax benefit of $5.6 million.
For the three months ended February 29, 2008, strategic business
realignment items consist primarily of (i) a loss on the sale of the
Almaden and Inglenook wine brands of $27.6 million, net of a tax benefit
of $0.2 million, and (ii) costs recognized by the company primarily in
connection with the Fiscal 2008 Plan of $22.6 million, net of a tax
benefit of $12.4 million.
|
(3)
|
For
the three months ended February 28, 2009, other consists primarily of (i)
an impairment of goodwill and intangible assets of $271.6 million, net of
a tax benefit of $6.6 million, (ii) an impairment of equity method
investments of $79.2 million, net of a tax benefit of $0.0 million, and a
loss on the adjustment of certain inventory, primarily Australian, related to prior years of
$32.1 million, net of a tax benefit of $4.9 million. For the three months
ended February 29, 2008, other consists primarily of (i) an impairment of
goodwill and intangible assets of $796.4 million, net of a tax benefit of
$8.4 million, (ii) an impairment of equity method investment of $15.1
million, net of a tax benefit of $0.0 million, and (iii) a valuation
allowance against net operating loss carryforwards in Australia of $51.7
million, partially offset by (iv) a tax benefit related to prior years
stock option exercises of $10.0
million.
|
(4)
|
In
accordance with the antidilution provisions of Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128"), the
dilutive impact of potential common shares is excluded from the company's
reported diluted weighted average common shares outstanding. As a result
of the company having net income on a comparable basis, the dilutive
impact of potential common shares is included in the company's comparable
diluted weighted average common shares
outstanding.
|
(5)
|
For the year ended February 28,
2009, strategic business realignment items consist primarily of
(i) costs recognized by the company in connection with the
Australian Initiative of $139.3 million, net of a tax benefit of $0.6
million, the Fiscal 2007 Wine Plan of $15.7 million, net of a tax benefit
of $5.8 million, and the Fiscal 2008 Plan of $10.0 million, net of a tax
benefit of $4.1 million; (ii) a loss, primarily on assets held
for sale, in connection with the March 2009 disposal of the value spirits
business of $19.6 million, net of a tax benefit of $5.6 million; and
(iii) a loss in connection with the June 2008 disposal of the
Pacific Northwest wine brands of $17.1 million, net of a tax benefit of
$6.1 million. For the year ended February 29, 2008, strategic
business realignment items consist primarily of (i) a loss on
the sale of the Almaden and Inglenook wine brands of $27.6 million, net of
a tax benefit of $0.2 million; (ii) a 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
(iii) costs recognized by the company primarily in connection
with the Fiscal 2008 Plan of $23.8 million, net of a tax benefit of $13.0
million, the Fiscal 2007 Wine Plan of $5.3 million, net of a tax benefit
of $2.1 million and the Fiscal 2006 Plan of $2.3 million, net of a tax
benefit of $1.5 million; partially offset by (iv) a realized
gain on a prior non-strategic asset sale of $4.8 million, net of
additional tax expense of $0.0 million.
|
(6)
|
For
the year ended February 28, 2009, other consists primarily of (i) an
impairment of goodwill and intangible assets of $271.6 million, net of a
tax benefit of $6.6 million, (ii) impairments of equity method investments
of $83.3 million, net of a tax benefit of $0.0 million, (iii) $38.7
million associated with the recognition of income tax expense in
connection with the gain on settlement of certain foreign currency
economic hedges and (iv) a loss on the adjustment of certain inventory,
primarily Australian, related to prior years of $32.1 million, net of a tax benefit of $4.9
million. For the year ended February 29, 2008, other consists primarily of
(i) an impairment of goodwill and intangible assets of $796.4 million, net
of a tax benefit of $8.4 million, (ii) an impairment of equity method
investment of $15.1 million, net of a tax benefit of $0.0 million, and
(iii) a valuation allowance against net operating loss carryforwards in
Australia of $51.7 million, partially offset by (iv) a tax benefit related
to prior years stock option exercises of $10.0
million.
|
DEFINITIONS
Global
Initiative
The
company's plan announced in April 2009 to simplify its business, increase
efficiencies and reduce its cost structure on a global basis.
Australian
Initiative
The
company's plan announced in August 2008 to sell certain assets and implement
operational changes designed to improve the efficiencies and returns associated
with its Australian business.
Fiscal
2008 Plan
The
company's plan announced in November 2007 to streamline certain of its
international operations, primarily in Australia, and its plan announced in
January 2008 to streamline certain of its operations in the U.S., primarily in
connection with the restructuring and integration of the operations of BWE
(collectively, the "Fiscal 2008 Plan").
Fiscal
2007 Wine Plan
The
company's plan announced in August 2006 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").
Vincor
Plan
The
company's plan announced in July 2006 to restructure and integrate the
operations of Vincor International Inc. (the "Vincor Plan").
Fiscal
2006 Plan
The
company's worldwide wine reorganization plan announced in fiscal 2006, including
its program to consolidate certain west coast production processes in the U.S.
(collectively, the "Fiscal 2006 Plan").
-more-
-20-
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 28, 2010
|
|||||||
Forecasted
diluted earnings per share - reported basis (GAAP)
|
$ | 0.97 | $ | 1.07 | ||||
Inventory
step-up
|
0.03 | 0.03 | ||||||
Strategic business realignment
(1)
|
0.60 | 0.60 | ||||||
Forecasted
diluted earnings per share - comparable basis (Non-GAAP) (3)
|
$ | 1.60 | $ | 1.70 |
Actual for the
Year Ended
February 28, 2009
|
||||
Diluted
loss per share - reported basis (GAAP)
|
$ | (1.40 | ) | |
Inventory
step-up
|
0.06 | |||
Strategic business realignment
(1)
|
0.97 | |||
Other (2)
|
1.94 | |||
Impact of anti-dilutive potential
common shares (4)
|
0.03 | |||
Diluted
earnings per share - comparable basis (Non-GAAP) (3)
|
$ | 1.60 |
(1)
|
Includes $0.34,
$0.17, $0.06 and $0.03 diluted earnings per share for the year ending
February 28, 2010, associated with the Global Initiative; tax expense
associated with the March 2009 disposal of the value spirits business; the
Australian Initiative; and other previously announced restructuring plans,
respectively. Includes $0.63, $0.09, $0.08, $0.08, $0.05, $0.02
and $0.02 diluted earnings per share for the year ended February 28, 2009,
associated with the Australian Initiative; a loss, primarily on assets
held for sale, in connection with the March 2009 disposal of the value
spirits business; a loss in connection with the June 2008 disposal of the
Pacific Northwest wine brands; the Fiscal 2007 Wine Plan; the Fiscal 2008
Plan; a loss in connection with the sale of a nonstrategic Canadian
distilling facility; and other previously announced restructuring plans,
respectively.(3)
|
(2)
|
Includes $1.23,
$0.38, $0.18 and $0.15 diluted earnings per share for the year ended
February 28, 2009, associated with impairments of certain goodwill and
intangible assets; impairments of certain equity method investments; the
recognition of income tax expense in connection with the gain on
settlement of certain foreign currency economic hedges; and a loss on the
adjustments of certain inventory, primarily Australian; related to prior years;
respectively. The amounts associated with the impairments of
certain goodwill, intangible assets and equity method investments
represent the company's current estimates and are subject to change in
connection with the completion of the company's annual impairment
testing.(3)
|
(3)
|
May
not sum due to rounding as each item is computed
independently.
|
(4)
|
In
accordance with the antidilution provisions of SFAS No. 128, the dilutive
impact of potential common shares is excluded from the company's reported
diluted loss per share calculation for the year ended February 28,
2009. As a result of the company having net income on a
comparable basis for the year ended February 28, 2009, the dilutive impact
of potential common shares is included in the company's comparable diluted
earnings per share calculation.
|
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 28, 2010
|
||||||||
Net
cash provided by operating activities (GAAP)
|
$ | 380.0 | $ | 440.0 | ||||
Purchases
of property, plant and equipment
|
(150.0 | ) | (170.0 | ) | ||||
Free
cash flow (Non-GAAP)
|
$ | 230.0 | $ | 270.0 |
Actual for the
Year Ended
February 28, 2009
|
Actual for the
Year Ended
February 29, 2008
|
|||||||
Net
cash provided by operating activities (GAAP)
|
$ | 506.9 | $ | 519.8 | ||||
Purchases
of property, plant and equipment
|
(128.6 | ) | (143.8 | ) | ||||
Free
cash flow (Non-GAAP)
|
$ | 378.3 | $ | 376.0 |