Annual report pursuant to Section 13 and 15(d)

Other Assets

v2.4.0.6
Other Assets
12 Months Ended
Feb. 28, 2013
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
OTHER ASSETS
OTHER ASSETS:

The major components of other assets are as follows:
 
February 28, 2013
 
February 29, 2012
(in millions)
 
 
 
Investments in equity method investees
$
243.6

 
$
248.3

Deferred financing costs
54.4

 
44.9

Investment in Accolade
42.8

 
37.1

Other
17.3

 
22.3

 
358.1

 
352.6

Less – Accumulated amortization
(13.9
)
 
(32.1
)
 
$
344.2

 
$
320.5



Investments in equity method investees –
Crown Imports:
Constellation Beers Ltd. (“Constellation Beers”), an indirect wholly-owned subsidiary of the Company, and Diblo, S.A. de C.V. (“Diblo”), an entity owned 76.75% by Grupo Modelo, S.A.B. de C.V. (“Modelo”) and 23.25% by Anheuser-Busch Companies, Inc., each have, directly or indirectly, equal interests in a joint venture, Crown Imports LLC (“Crown Imports”). Crown Imports has the exclusive right to import, market and sell primarily Modelo’s Mexican beer portfolio (the “Modelo Brands”) in the U.S. and Guam.

The Company accounts for the investment in Crown Imports under the equity method. Accordingly, the results of operations of Crown Imports are included in equity in earnings of equity method investees on the Company’s Consolidated Statements of Comprehensive Income. As of February 28, 2013, and February 29, 2012, the Company’s investment in Crown Imports was $169.3 million and $176.4 million, respectively. As of February 28, 2013, and February 29, 2012, the carrying amount of the investment is greater than the Company’s equity in the underlying assets of Crown Imports by $13.6 million and $26.4 million, respectively, due to the difference in the carrying amounts of the indefinite lived intangible assets contributed to Crown Imports by each party and timing of receipt of certain cash distributions from Crown Imports. The Company received $230.2 million, $222.0 million and $210.0 million of cash distributions from Crown Imports for the years ended February 28, 2013, February 29, 2012, and February 28, 2011, respectively, all of which represent distributions of earnings.

Prior to January 1, 2012, Constellation Beers provided certain administrative services to Crown Imports. On January 1, 2012, in accordance with the terms of the original joint venture agreement, such administrative services were discontinued. Additionally, on January 1, 2012, a new services agreement was established whereby Constellation Beers continues to provide information technology services to Crown Imports. Amounts related to the performance of these services for the years ended February 28, 2013, February 29, 2012, and February 28, 2011, as appropriate, were not material. Amounts receivable from Crown Imports as of February 28, 2013, and February 29, 2012, were not material.

In June 2012, the Company signed an agreement to acquire the remaining 50% equity interest in Crown Imports for approximately $1.85 billion (the “Initial Purchase Agreement”). In February 2013, the Company signed an amended and restated agreement to acquire the remaining 50% equity interest in Crown Imports for the previously agreed approximately $1.85 billion (the “February 2013 Crown Purchase Agreement”). In addition, the Company signed an agreement to purchase (i)  all of the outstanding capital stock of Compañia Cervecera de Coahuila, S.A. de C.V., the company which owns the Piedras Negras brewery located in Nava, Coahuila, Mexico (the “Brewery”), (ii)  all of the outstanding capital stock of Servicios Modelo de Coahuila, S.A. de C.V., (the “Services Company”), and (iii)  the perpetual brand rights for the Modelo Brands currently sold in the U.S. and certain extensions (collectively, the “February 2013 Purchased Shares and Licensed Rights”) for approximately $2.9 billion, in aggregate, subject to a post-closing adjustment. The February 2013 Crown Purchase Agreement and the February 2013 Purchased Shares and Licensed Rights are collectively referred to as the “February 2013 Beer Business Acquisition.”

In April 2013, the Company entered into amendments to the agreements regarding the February 2013 Beer Business Acquisition (the “First Amendments”), pursuant to which, among other things, the Company is required to build out and expand the Brewery to a nominal capacity of at least 20 million hectoliters of packaged beer annually by December 31, 2016. In addition, the First Amendments provide, among other things, that the United States will have approval rights, in its sole discretion, for amendments or modifications to the amended agreements and the United States will have a right of approval, in its sole discretion, of any extension of the term of interim supply arrangements beyond three years. The February 2013 Beer Business Acquisition together with the First Amendments is referred to as the “Beer Business Acquisition.”

In August 2012, the Company entered into financing arrangements to fund the Initial Purchase Agreement consisting of the Term A-2 Facility and the August 2012 Senior Notes (both as defined in Note 10). Because of the differences between the terms relating to the February 2013 Beer Business Acquisition and the Initial Purchase Agreement, the Company determined that the conditions for the release of the Escrowed Property (as defined in Note 10) to the Company pursuant to the Escrow Agreement (as defined in Note 10) could not be satisfied. Accordingly, the Company gave notice to the escrow agent on February 19, 2013, to release the Escrowed Property for purposes of effecting the Special Mandatory Redemption (as defined in Note 10). As a result, the August 2012 Senior Notes were redeemed on February 20, 2013, and the Escrow Agreement was terminated in accordance with its terms. The Company expects permanent financing for the Beer Business Acquisition to consist of a combination of available cash and debt financings, including an amended delayed draw U.S. term loan facility (in favor of the Company), one or more new credit facilities (in favor of a European subsidiary of the Company) under an amended and restated senior credit facility, an accounts receivable securitization facility (see Note 10), the issuance of certain notes or debt securities, and revolver borrowings under an amended and restated senior credit facility. The Company has a fully committed, amended and restated bridge financing in place through December 30, 2013, upon which it could draw to fund a portion of the Beer Business Acquisition if any of its expected financing is unavailable. The Company currently expects to complete the Beer Business Acquisition around the end of the Company’s first quarter of fiscal 2014, or shortly thereafter, subject to the satisfaction of certain closing conditions, including the receipt of any required regulatory approvals and the consummation of certain transactions between Anheuser-Busch InBev SA/NV and Modelo and certain of its affiliates. The Company cannot guarantee, however, that this transaction will be completed upon the agreed upon terms, or at all. The results of operations of the Beer Business Acquisition will be reported in the Crown Imports segment and will be included in the consolidated results of operations from the date of acquisition. The Beer Business Acquisition is expected to be significant and the Company expects it to have a material impact on the Company’s future results of operations, financial position and cash flows.

Ruffino:
Prior to the acquisition of Ruffino, the well-known Italian fine wine company, on October 5, 2011 (as further discussed below), the Company had a 49.9% interest in Ruffino. The Company did not have a controlling interest in Ruffino or exert any managerial control and the Company accounted for its investment in Ruffino under the equity method. Accordingly, the results of operations of Ruffino were included in equity in earnings of equity method investees on the Company’s Consolidated Statements of Comprehensive Income through October 5, 2011. In addition, prior to October 5, 2011, the Company’s Constellation Wines and Spirits segment distributed Ruffino’s products primarily in the U.S. Amounts purchased from Ruffino under this arrangement for the years ended February 29, 2012, and February 28, 2011, were not material.

In connection with the Company’s December 2004 investment in Ruffino, the Company granted separate irrevocable and unconditional options to the two other shareholders of Ruffino to put to the Company all of the ownership interests held by these shareholders for a price as calculated in the joint venture agreement. Each option was exercisable during the period starting from January 1, 2010, and ending on December 31, 2010. During the year ended February 28, 2010, the 9.9% shareholder of Ruffino exercised its option to put its entire equity interest in Ruffino to the Company. In May 2010, the Company settled this put option through a cash payment of €23.5 million ($29.6 million) to the 9.9% shareholder of Ruffino, thereby increasing the Company’s equity interest in Ruffino from 40.0% to 49.9%. In December 2010, the Company received notification from the 50.1% shareholder of Ruffino that it was exercising its option to put its entire equity interest in Ruffino to the Company for €55.9 million. Prior to this notification, the Company had initiated arbitration proceedings against the 50.1% shareholder alleging various matters which should have affected the validity of the put option. However, subsequent to the initiation of the arbitration proceedings, the Company began discussions with the 50.1% shareholder on a framework for settlement of all legal actions. The framework of the settlement would include the Company’s purchase of the 50.1% shareholder’s entire equity interest in Ruffino on revised terms to be agreed upon by both parties. As a result, the Company recognized a loss for the fourth quarter of fiscal 2011 of €43.4 million ($60.0 million) on the contingent obligation. This loss is included in selling, general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income.

On October 5, 2011, the Company acquired the 50.1% shareholder’s entire equity interest in Ruffino for €50.3 million ($68.6 million). In conjunction with this acquisition, all of the aforementioned legal actions were settled. As a result of this acquisition, the Company assumed indebtedness of Ruffino, net of cash acquired, of €54.2 million ($73.1 million). The purchase price was financed with revolver borrowings under the Company’s then existing senior credit facility. In accordance with the acquisition method of accounting, the identifiable assets acquired and the liabilities assumed have been measured at their acquisition-date fair values. The acquisition of Ruffino was not material for purposes of supplemental disclosure pursuant to the FASB guidance on business combinations. Prior to the acquisition of Ruffino, the Company recognized a net foreign currency loss of $2.1 million on the contingent obligation originally recorded in the fourth quarter of fiscal 2011. This net loss is included in selling, general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income. In connection with the acquisition of Ruffino, the Company recognized net gains of $8.4 million related primarily to the gain on the revaluation of the Company’s previously held 49.9% equity interest in Ruffino to the acquisition-date fair value (consisting largely of the reclassification of the related foreign currency translation adjustments previously recognized in other comprehensive income), and the revaluation of the Company’s contingent obligation originally recorded in the fourth quarter of fiscal 2011. These net gains are included in selling, general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income. The results of operations of the Ruffino business are reported in the Company’s Constellation Wines and Spirits segment and are included in the consolidated results of operations of the Company from the date of acquisition.

Other:
In connection with prior acquisitions, the Company acquired several investments which are being accounted for under the equity method. The primary investment consists of Opus One Winery LLC (“Opus One”), a 50% owned joint venture arrangement. As of February 28, 2013, and February 29, 2012, the Company’s investment in Opus One was $59.3 million and $56.4 million, respectively. The percentage of ownership of the remaining investments ranges from 20% to 50%.

The following table presents summarized financial information for the Company’s Crown Imports equity method investment and the other material equity method investments discussed above. The amounts shown represent 100% of these equity method investments’ financial position and results of operations for those investments accounted for under the equity method as of February 28, 2013. As the financial position and results of operations of Ruffino have been included in the Company’s consolidated financial position and results of operations from the date of acquisition, amounts shown for Ruffino represent 100% of the equity method investment’s results of operations prior to the date of acquisition.
 
February 28, 2013
 
February 29, 2012
 
Crown
Imports
 
Other
 
Total
 
Crown
Imports
 
Other
 
Total
(in millions)
 
 
 
 
 
 
 
 
 
 
 
Current assets
$
404.1

 
$
27.4

 
$
431.5

 
$
372.3

 
$
20.9

 
$
393.2

Noncurrent assets
$
36.4

 
$
50.8

 
$
87.2

 
$
37.3

 
$
50.6

 
$
87.9

Current liabilities
$
123.2

 
$
4.7

 
$
127.9

 
$
105.0

 
$
4.2

 
$
109.2

Noncurrent liabilities
$
6.0

 
$
22.6

 
$
28.6

 
$
4.6

 
$
25.4

 
$
30.0


 
Crown
Imports
 
Other
 
Total
(in millions)
 
 
 
 
 
For the Year Ended February 28, 2013
 
 
 
 
 
Net sales
$
2,588.1

 
$
52.6

 
$
2,640.7

Gross profit
$
755.4

 
$
39.0

 
$
794.4

Income from continuing operations
$
446.2

 
$
24.8

 
$
471.0

Net income
$
446.2

 
$
24.8

 
$
471.0

 
 
 
 
 
 
For the Year Ended February 29, 2012
 
 
 
 
 
Net sales
$
2,469.5

 
$
106.2

 
$
2,575.7

Gross profit
$
721.0

 
$
61.5

 
$
782.5

Income from continuing operations
$
430.2

 
$
28.1

 
$
458.3

Net income
$
430.2

 
$
28.1

 
$
458.3

 
 
 
 
 
 
For the Year Ended February 28, 2011
 
 
 
 
 
Net sales
$
2,392.9

 
$
987.5

 
$
3,380.4

Gross profit
$
690.5

 
$
170.4

 
$
860.9

Income from continuing operations
$
452.3

 
$
40.4

 
$
492.7

Net income
$
452.3

 
$
40.4

 
$
492.7



Investment in Accolade –
In January 2011, the Company sold 80.1% of its Australian and U.K. business (the “CWAE Divestiture”) at a transaction value of $267.7 million. As of February 28, 2013, the Company has received cash proceeds of $193.1 million, net of cash divested of $15.8 million, direct costs paid of $12.0 million and post-closing adjustments paid of $18.5 million. The Company has retained a less than 20% interest in its previously owned Australian and U.K. business, Accolade Wines (“Accolade”). The following table summarizes the net gain recognized and the net cash proceeds received in connection with this divestiture:
(in millions)
 
Net assets sold
$
(734.1
)
Cash received from buyer, net of cash divested and post-closing adjustments paid
205.1

Retained interest in Accolade
48.2

Foreign currency reclassification
678.8

Indemnification liabilities
(18.4
)
Direct costs to sell, paid and accrued
(13.2
)
Other
7.9

Net gain on sale
174.3

Loss on settlement of pension obligations (see Note 12)
(109.9
)
Net gain
$
64.4



Of the $64.4 million net gain, the Company recognized net gains of $7.1 million, $2.1 million and $55.2 million for the years ended February 28, 2013, February 29, 2012, and February 28, 2011, respectively. In addition, the Company recognized additional net (losses) gains related to this divestiture of ($0.2) million, ($1.6) million and $28.5 million for the years ended February 28, 2013, February 29, 2012, and February 28, 2011, respectively, primarily associated with net gains on derivative instruments of $20.8 million for the year ended February 28, 2011. Total net gains associated with this divestiture of $91.1 million ($6.9 million, $0.5 million and $83.7 million for the years ended February 28, 2013, February 29, 2012, and February 28, 2011, respectively) are included in selling, general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income.

The Company’s less than 20% interest in Accolade consists of equity securities and AFS debt securities. The investment in the equity securities is accounted for under the cost method. Accordingly, the Company recognizes earnings only upon the receipt of a dividend from Accolade. Dividends received in excess of net accumulated earnings since the date of investment are considered a return of investment and are recorded as a reduction of the cost of the investment. No dividends were received for the years ended February 28, 2013, February 29, 2012, and February 28, 2011. The AFS debt securities are measured at fair value on a recurring basis with unrealized holding gains and losses, including foreign currency gains and losses, reported in AOCI until realized (see Note 17). Interest income is recognized based on the interest rate implicit in the AFS debt securities’ fair value and is reported in interest expense, net, on the Company’s Consolidated Statements of Comprehensive Income. Interest income of $5.0 million, $5.5 million and $0.4 million was recognized in connection with the AFS debt securities for the years ended February 28, 2013, February 29, 2012, and February 28, 2011, respectively. As discussed previously, in the third quarter of fiscal 2012, the Company received cash proceeds of $21.7 million, consisting of proceeds for principal of $20.2 million and proceeds for interest of $1.5 million, in connection with the early redemption of certain of the AFS debt securities. Accordingly, the Company reclassified net gains of $2.1 million, net of income tax effect, from AOCI to selling, general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income. The AFS debt securities contractually mature in January 2023 and can be settled, at the option of the issuer, in cash, equity shares of the issuer, or a combination thereof.

The Company is party to several agreements with Accolade, including distribution agreements whereas Constellation Wines and Spirits distributes Accolade’s products primarily in the U.S. and Canada, and Accolade distributes Constellation Wines and Spirits’ products primarily in Australia, the U.K., and Mainland Europe; certain bulk wine supply agreements; and certain bottling agreements. Amounts sold to Accolade or related to services performed for Accolade under these arrangements for the years ended February 28, 2013, and February 29, 2012, were $86.6 million and $93.6 million, respectively. Amounts purchased from Accolade or related to services performed by Accolade under these arrangements for the years ended February 28, 2013, and February 29, 2012, were $14.2 million and $25.1 million, respectively. Amounts recognized for the year ended February 28, 2011, were not material due to timing of the January 2011 CWAE Divestiture. As of February 28, 2013, and February 29, 2012, amounts receivable from or payable to Accolade under these arrangements were not material. Effective October 1, 2012, the Company no longer distributes Accolade’s products in the U.S.

Other items –
Amortization of deferred financing costs of $4.8 million, $6.5 million and $9.1 million for the years ended February 28, 2013, February 29, 2012, and February 28, 2011, respectively, is included in interest expense, net on the Company’s Consolidated Statements of Comprehensive Income.