Annual report pursuant to Section 13 and 15(d)

Other Assets

v2.4.0.6
Other Assets
12 Months Ended
Feb. 29, 2012
Prepaid Expenses, Other Current Assets and Other Noncurrent Assets [Abstract]  
OTHER ASSETS
9. OTHER ASSETS:

The major components of other assets are as follows:

 

                 
    February 29,
2012
    February 28,
2011
 
(in millions)            

Investments in equity method investees

  $ 248.3     $ 262.9  

Deferred financing costs

    44.9       47.3  

Investment in Accolade

    37.1       49.6  

Other

    22.3       27.2  
   

 

 

   

 

 

 
      352.6       387.0  

Less – Accumulated amortization

    (32.1     (28.1
   

 

 

   

 

 

 
    $ 320.5     $ 358.9  
   

 

 

   

 

 

 

 

Investments in equity method investees –

Crown Imports:

Constellation Beers Ltd. (“Constellation Beers”) (previously known as Barton Beers, Ltd.), 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 Operations. As of February 29, 2012, and February 28, 2011, the Company’s investment in Crown Imports was $176.4 million and $183.3 million, respectively. As of February 29, 2012, and February 28, 2011, the carrying amount of the investment is greater than the Company’s equity in the underlying assets of Crown Imports by $26.4 million and $47.6 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 $222.0 million, $210.0 million and $191.7 million of cash distributions from Crown Imports for the years ended February 29, 2012, February 28, 2011, and February 28, 2010, 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. Amounts related to the performance of these services for the years ended February 29, 2012, February 28, 2011, and February 28, 2010, were not material. In addition, as of February 29, 2012, there was no amount receivable from Crown Imports. As of February 28, 2011, the amount receivable from Crown Imports was not material.

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 Operations through October 5, 2011. In addition, prior to October 5, 2011, the Company’s CWNA segment distributed Ruffino’s products primarily in the U.S. Amounts purchased from Ruffino under this arrangement for the years ended February 29, 2012, February 28, 2011, and February 28, 2010, were not material. As of February 28, 2011, amounts payable to Ruffino were not material. As of February 28, 2011, the Company’s investment in Ruffino was $7.4 million.

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. For the year ended February 28, 2010, in connection with the notification by the 9.9% shareholder of Ruffino to exercise its option to put its entire equity interest in Ruffino to the Company for the specified minimum value of €23.5 million, the Company recognized a loss of $34.3 million for the third quarter of fiscal 2010 on the contractual obligation created by this notification. This loss was included in selling, general and administrative expenses on the Company’s Consolidated Statements of Operations. 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 Operations.

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 2006 Credit Agreement. 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 per 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 Operations. 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 Operations. The results of operations of the Ruffino business are reported in the Company’s CWNA 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 29, 2012, and February 28, 2011, the Company’s investment in Opus One was $56.4 million and $57.2 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 29, 2012. 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 29, 2012     February 28, 2011  
    Crown
Imports
    Other     Total     Crown
Imports
    Other     Total  
(in millions)                                    

Current assets

  $ 372.3     $ 20.9     $ 393.2     $ 386.9     $ 110.1     $ 497.0  

Noncurrent assets

  $ 37.3     $ 50.6     $ 87.9     $ 32.1     $ 120.9     $ 153.0  

Current liabilities

  $ (105.0   $ (4.2   $ (109.2   $ (147.5   $ (100.7   $ (248.2

Noncurrent liabilities

  $ (4.6   $ (25.4   $ (30.0   $ (0.1   $ (76.3   $ (76.4

 

                         
    Crown
Imports
    Other     Total  
(in millions)                  

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  
       

For the Year Ended February 28, 2010

                       

Net sales

  $ 2,256.2     $ 1,126.2     $ 3,382.4  

Gross profit

  $ 658.4     $ 186.3     $ 844.7  

Income from continuing operations

  $ 443.9     $ 36.7     $ 480.6  

Net income

  $ 443.9     $ 36.7     $ 480.6  

Investment in Accolade –

In connection with the Company’s CWAE Divestiture, the Company retained a less than 20% interest in Accolade, its previously owned Australian and U.K. business, which 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 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. 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 Operations. 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 Operations. Interest income of $5.5 million and $0.4 million was recognized in connection with the AFS debt securities for the years ended February 29, 2012, and February 28, 2011, respectively. The AFS debt securities have a contractual maturity of twelve years from the date of issuance 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 CWNA distributes Accolade’s products primarily in the U.S. and Canada, and Accolade distributes CWNA’s 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 year ended February 29 2012, were $93.6 million. Amounts purchased from Accolade or related to services performed by Accolade under these arrangements for the year ended February 29, 2012, were $25.1 million. Amounts recognized for the year ended February 28, 2011, were not material due to timing of the January 2011 CWAE Divestiture. As of February 29, 2012, and February 28, 2011, amounts receivable from or payable to Accolade under these arrangements were not material.

 

Other items –

Amortization of deferred financing costs of $6.5 million, $9.1 million and $6.3 million for the years ended February 29, 2012, February 28, 2011, and February 28, 2010, respectively, is included in interest expense, net on the Company’s Consolidated Statements of Operations.