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NEWS RELEASE
#01
CONTACTS:
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STRONG WINE GROWTH DRIVES RECORD
CONSTELLATION SALES IN 3RD QUARTER
HIGHLIGHTS
| Second consecutive quarter of net sales above $1 billion |
| Net sales up 10% from prior year |
| Reported net income up 17% to $96.9 million |
| Reported diluted EPS up 14% from prior year to $0.83 |
| Comparable basis net income up 9% to $99.2 million |
| Comparable basis diluted EPS up 6% to $0.85 |
| Net sales for wines segment up 14% |
| Net sales for beers and spirits segment up 2% |
| Company affirms full-year diluted EPS guidance |
| Robert Mondavi acquisition strengthens #1 global wine position |
| Constellation also becomes top premium wine producer in U.S. and largest in U.S. dollarsales of wine |
| Ruffino Tuscan wines, Effen Vodka also come aboard |
FAIRPORT, N.Y., Jan. 6, 2005 - Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), a leading international producer and marketer of beverage alcohol brands, today reported record net sales for its third quarter ended Nov. 30, 2004, topping $1 billion for the second consecutive quarter. Net sales increased 10 percent, driven by growth across the company’s branded wine, U.K. wholesale and spirits businesses. Currency contributed four percent of the increase.
"Constellation’s beverage alcohol business growth continues to be dynamic, with growth coming from existing brands in our wine and spirits portfolios, as well as from new product introductions, line extensions and marketing initiatives," stated Richard Sands, Constellation Brands chairman and chief executive officer. "We’re also experiencing healthy growth from the Australian and New Zealand wines, as well as from our wholesale business in the United Kingdom. We’re confident in the sustainability of our business growth trend, as well as our ability to create incremental value for our shareholders, customers and retailers."
Constellation’s net income, as reported under generally accepted accounting principles ("reported"), increased 17 percent for the third quarter, to $96.9 million, and reported diluted earnings per share increased 14 percent to $0.83. Third quarter fiscal 2005 and fiscal 2004 reported results include restructuring and related charges and net unusual costs of $2.3 million after tax, or $0.02 per share, and $8.4 million after tax, or $0.08 per share, respectively. Net income, on a comparable basis, which excludes the restructuring and related charges and net unusual costs, increased nine percent, to $99.2 million, and comparable diluted earnings per share increased six percent to $0.85.
Constellation Wines Results
Net sales for the quarter grew 14 percent, to $773.8 million, driven by growth in branded wine net sales and the U.K. wholesale business, as well as a six percent favorable impact from currency.
Worldwide branded wine net sales increased 11 percent, to reach $509.5 million, driven by volume growth and a four percent benefit from currency.
Branded wine net sales in Europe grew 26 percent, including an 11 percent benefit from currency, with volume gains from Hardys, Stowells and the company’s California wine brands. The demand for Australian and California wine continues to increase throughout the continent and Constellation continues to benefit from this trend.
Branded wine net sales in the U.S. increased eight percent, driven in part by distribution gains for brands given incremental marketing support, such as Alice White, Hardy’s, Blackstone and Ravenswood, as well as by the fine wine portfolio which includes brands such as Franciscan Oakville Estate, Estancia, Simi and Mount Veeder.
Wholesale and other net sales increased 20 percent driven by strong U.K. wholesale volume and a 10 percent benefit from currency. The breadth of Constellation’s portfolio, combined with its distribution scale, has allowed the company to continue to grow share in the U.K.
Operating income for Constellation Wines for the third quarter increased 13 percent to reach $127.7 million. For the quarter, operating margins were essentially even with last year on a percentage basis.
Constellation Beers and Spirits Results
Net sales for the quarter totaled $311.9 million, which was up two percent compared to last year’s result. Beers net sales decreased two percent due to a reduction in volume driven primarily by last year’s buy-in ahead of the Mexican portfolio price increase. Despite last year’s price increase, the company’s Mexican imported beers portfolio continues to maintain its retail market share as sales to retailers continued to increase. Across the U.S., Corona Extra is expected to post a volume record of 97 million cases in calendar 2004 when the sales numbers are finalized.
Spirits net sales increased 11 percent on strong growth in production services, bulk sales in our Canadian operations and continued growth in the branded business. Barton Vodka, Montezuma Tequila and Black Velvet Canadian Whisky were among the brands that contributed to solid branded spirits sales.
Operating income for Constellation Beers and Spirits totaled $71.4 million and was down slightly from prior year as a result of increased selling, general and administrative costs.
Robert Mondavi, Ruffino, Effen Come Aboard
"To ensure we continue to deliver profitable growth, we are vigilant in our quest for new opportunities that enhance and expand the breadth of our portfolio of offerings and operational scale," explained Sands. "The addition of the Robert Mondavi brand, and all it stands for with consumers, retailers, distributors and employees, is a major milestone in Constellation’s 60-year history. The integration of the Robert Mondavi business is underway. We will provide this heralded portfolio of fine wines with the nurturing and support it deserves to grow both domestically and internationally, in the finest tradition of the Mondavi family name."
The acquisition of The Robert Mondavi Corporation ("Robert Mondavi") strengthens Constellation’s position as the largest wine producer and marketer in the world, and makes it the top premium wine company in the U.S., as well as the largest wine company in the U.S. based on dollar sales.
On Dec. 3, 2004, Constellation announced the purchase of a 40 percent ownership position in the premier Italian fine wine producer Ruffino. "By adding well-known, respected and high quality Tuscan fine wines to our portfolio, we fill a need for a product line that is in growing demand by American consumers," stated Sands. "Our goal is to expand distribution, availability and sales volume for Ruffino’s spectacular portfolio of fine Tuscan wines and we will be working closely with the Folonari family, owners of Ruffino since 1913, to increase Ruffino’s presence in the U.S. Tuscany is the preeminent wine producing region of Italy, and Ruffino products range from $10 bottles of Ruffino Chianti Classico to $40+ bottles of Riserva Ducale Oro."
In late December, Constellation’s Barton Brands entered into a joint venture with jstar Brands L.L.C. to form "Planet 10 Spirits L.L.C.", with the goal of creating and marketing premium spirits brands in the U.S. The first product marketed by the Planet 10 team will be Effen, an established Vodka brand imported from Northern Holland with significant growth potential in the U.S. Planet 10 creates a new strategic marketing and development company for the importation of premium spirits. With Barton’s established sales and distribution capabilities, and the joint venture’s marketing and new product development expertise, Planet 10 is optimistic about prospects for adding more premiu m spirits to its portfolio, and maximizing their growth.
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Financing
On Dec. 22, 2004, the company entered into a new $2.9 billion credit agreement ("2004 Credit Agreement"), proceeds of which were used to fund the acquisition of Robert Mondavi, pay certain obligations of Robert Mondavi and repay the balance outstanding on Constellation’s prior credit agreement.
Certain Key Terms of the 2004 Credit Agreement ($ millions)
Description | Available Amount | Current Interest Rate | Maturity/ Expiration | Balance outstanding as of Dec. 31, 2004 |
| Tranche A Term Loan | $600 | LIBOR + 1.50% | Nov. 2010 | $600 |
| Tranche B Term Loan | $1,800 | LIBOR + 1.75% | Nov. 2011 | $1,800 |
| Revolving Credit Facility | $500 | LIBOR + 1.50% | Dec. 2010 | $5 |
On Dec. 22, 2004, the company also entered into five-year interest rate swap agreements to minimize interest rate volatility. The swap agreements fix U.S. LIBOR interest rates on $1.2 billion of the company’s floating rate debt at an average rate of four percent over the five-year term.
After the interest rate swap went into effect, the company’s debt mix was approximately 65 percent fixed and 35 percent floating.
Summary
"Because our primary focus is on creating value on a sustained basis, we will continue to emphasize growing the sales volume of our existing product portfolio, creating new products and line extensions, and acquiring companies and brands that fit well with our business," said Sands. "We have beverage alcohol products for all occasions and for all consumers. Our portfolio breadth,production and distribution scale, marketing and sales expertise, entrepreneurial culture and decentralized structure allow us to be responsive to ever-changing consumer tastes and distributor needs. We will continue to build our portfolio, as well as our relationships with our distributor and retail customers, consumers , business partners, employees and suppliers in our quest to create true growth and value by offering quality products and services," concluded Sands.
About Constellation
Constellation Brands, Inc. is a leading international producer and marketer of beverage alcohol brands with a broad portfolio across the wine, spirits and imported beer categories. Well-known brands in Constellation’s portfolio include: Corona Extra, Pacifico, St. Pauli Girl, Tsingtao, Black Velvet, Fleischmann’s, Mr. Boston, Paul Masson Grande Amber Brandy, Franciscan Oakville Estate, Estancia, Simi, Ravenswood, Ruffino, Blackstone, Banrock Station, Hardys, Nobilo, Alice White, Vendange, Almaden, Arbor Mist, Stowells and Blackthorn.
With the completion of the Robert Mondavi acquisition, additional well-known brands such as Woodbridge, Robert Mondavi Private Selection and the Robert Mondavi Napa, District and Reserve wines are now part of Constellation’s portfolio of wine offerings. For additional information about Constellation Brands, as well as its product portfolio, visit the company’s Web site at www.cbrands.com.
Quarterly Conference Call
A conference call to discuss third quarter fiscal 2005 results will be hosted by Chairman and Chief Executive Officer Richard Sands and Executive Vice President and Chief Financial Officer Tom Summer on Thursday, Jan. 6, 2005 at 5:00 p.m. (Eastern). The conference call can be accessed by dialing 412-858-4600 beginning 10 minutes prior to the start of the call. A live listen-only web cast of the conference call, together with a copy of this press release (including the attachments) and other financial information that may be discussed in the call are available on the Internet at Constellation’s web site: www.cbrands.com under "Investors."
7
Explanations
Net income and diluted earnings per share on a comparable basis exclude restructuring and related charges and net unusual costs. The company discusses results on a comparable basis in order to give investors better insight on underlying business trends from continuing operations.
A table reconciling these measures, as well as other related financial measures to reported results, is included in this release. For a detailed discussion of these items, please see the section "Items Affecting Comparability" following the financial statements. The company’s measure of segment profitability excludes restructuring and related charges and net unusual costs, which is consistent with the measure used by management to evaluate results.
Outlook
The 2005 table below sets forth management’s current diluted earnings per share expectations both on a reported basis and a comparable basis for the fourth quarter and fiscal year ending Feb. 28, 2005. This is compared to actual diluted earnings per share both on a reported basis and a comparable basis for the fourth quarter and fiscal year ended Feb. 29, 2004. The 2006 table below sets forth management’s current diluted earnings per share expectations both on a reported basis and a comparable basis for the fiscal year ending Feb. 28, 2006.
With respect to both tables, the reported basis estimates are subject to final purchase accounting adjustments related to acquisitions. The reported basis and comparable basis estimates for the 2006 table exclude the impact of Statement of Financial Accounting Standards No. 123 (revised 2004) ("SFAS No. 123(R)") "Share-Based Payment," which the company is required to adopt during fiscal year 2006. With respect to both tables, reconciliations of reported information to comparable information are included in this media release.
Constellation Brands Fourth Quarter and Fiscal Year 2005
Diluted Earnings Per Share Outlook
| | Reported Basis | Comparable Basis |
FY05 Estimate | FY04 Actual | FY05 Estimate | FY04 Actual |
Fourth Quarter Ending Feb. 28/ Ended Feb. 29 | $0.31 - $0.36 | $0.55 | $0.54 - $0.59 | $0.54 |
Fiscal Year Ending Feb. 28/ Ended Feb. 29 | $2.29 - $2.34 | $2.06 | $2.62 - $2.67 | $2.49 |
Constellation Brands Fiscal Year 2006
Diluted Earnings Per Share Outlook
| | FY 06 Estimate |
| | Reported Basis | Comparable Basis |
Fiscal Year Ending Feb. 28, 2006 | $2.77 - $2.92 | $3.05 - $3.20 |
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FORWARD-LOOKING STATEMENTS
The statements made under the heading Outlook (collectively, the "Outlook"), as well as all other statements set forth in this press release which are not historical facts, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by the forward-looking statements.
During the quarter, Constellation may reiterate the estimates set forth above under the heading Outlook. Prior to the start of the company’s quiet period, beginning Feb. 14, 2005, the public can continue to rely on the Outlook as still being Constellation’s current expectations on the matters covered, unless Constellation publishes a notice stating otherwise.
Beginning Feb. 14, 2005, Constellation will observe a "quiet period" during which the Outlook no longer constitutes the company’s current expectations. During the quiet period, the Outlook should be considered to be historical, speaking as of prior to the quiet period only, and not subject to update by the company.
The company’s forward-looking statements are based on management’s current expectations and, unless otherwise noted, do not take into account the impact of any future acquisition, merger or any other business combination,divestiture or financing that may be completed after the date of this release. Also, the reported basis and comparable basis estimates in the fiscal 2006 table under the heading Outlook exclude the impact of Statement of Financial Accounting Standards No. 123 (revised 2004)("SFAS No. 123(R)") "Share-Based Payment," which the company is required to adopt during fiscal year 2006. Any projections of future results of operations, and in particular, (i) the company&# 146;s estimated diluted earnings per share on a reported basis for fourth quarter 2005 and fiscal 2005, (ii) the company’s estimated diluted earnings per share on a comparable basis for fourth quarter 2005 and fiscal 2005, and (iii) the company’s estimated diluted earnings per share on a reported basis and comparable basis for fiscal 2006, should not be construed in any manner as a guarantee that such results will in fact occur. In addition to the risks and uncertainties of ordinary business operations, the forward-looking statements of the company contained in this press release are also subject to the following risks and uncertainties: the successful integration of the Robert Mondavi business into that of the company; final management determinations and independent appraisals vary materially from current management estimates of the fair value of assets acquired and liabilities assumed in the Robert Mondavi acquisition; the company achieving certain sales projections and meeting certain cost targe ts; wholesalers and retailers may give higher priority to products of the company’s competitors; raw material supply, production or shipment difficulties could adversely affect the company’s ability to supply its customers; increased competitive activities in the form of pricing, advertising and promotions could adversely impact consumer demand for the company’s products and/or result in higher than expected selling, general and administrative expenses; a general decline in alcohol consumption; increases in excise and other taxes on beverage alcohol products; and changes in foreign currency exchange rates. For additional information about risks and uncertainties that could adversely affect the company’s forward-looking statements, please refer to 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, 2004.
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CONSTELLATION BRANDS, INC. AND SUBSIDIARIES | |
CONDENSED CONSOLIDATED BALANCE SHEETS | |
| (in thousands) | |
| | | | | | |
| | | November 30, 2004 | | February 29, 2004 | |
ASSETS | | | | | |
| CURRENT ASSETS: | | | | | |
| Cash and cash investments | | $ | 12,754 | | $ | 37,136 | |
| Accounts receivable, net | | | 906,317 | | | 635,910 | |
| Inventories | | | 1,443,430 | | | 1,261,378 | |
| Prepaid expenses and other | | | 185,626 | | | 137,047 | |
| Total current assets | | | 2,548,127 | | | 2,071,471 | |
| PROPERTY, PLANT AND EQUIPMENT, net | | | 1,124,070 | | | 1,097,362 | |
| GOODWILL | | | 1,562,762 | | | 1,540,637 | |
| INTANGIBLE ASSETS, net | | | 748,106 | | | 744,978 | |
| OTHER ASSETS, net | | | 96,819 | | | 104,225 | |
| Total assets | | $ | 6,079,884 | | $ | 5,558,673 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | |
| CURRENT LIABILITIES: | | | | | | | |
| Notes payable to banks | | $ | 226,058 | | $ | 1,792 | |
| Current maturities of long-term debt | | | 85,838 | | | 267,245 | |
| Accounts payable | | | 383,416 | | | 270,291 | |
| Accrued excise taxes | | | 73,579 | | | 48,465 | |
| Other accrued expenses and liabilities | | | 558,682 | | | 442,009 | |
| Total current liabilities | | | 1,327,573 | | | 1,029,802 | |
| LONG-TERM DEBT, less current maturities | | | 1,716,685 | | | 1,778,853 | |
| DEFERRED INCOME TAXES | | | 206,429 | | | 187,410 | |
| OTHER LIABILITIES | | | 159,954 | | | 184,989 | |
| STOCKHOLDERS' EQUITY | | | 2,669,243 | | | 2,377,619 | |
| Total liabilities and stockholders' equity | | $ | 6,079,884 | | $ | 5,558,673 | |
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CONSTELLATION BRANDS, INC. AND SUBSIDIARIES | |
CONSOLIDATED STATEMENTS OF INCOME | |
ON A REPORTED BASIS | |
| (in thousands, except per share data) | |
| | | | | | | | |
| | | For the Three | | For the Three | | | |
| | | Months Ended | | Months Ended | | Percent | |
| | | November 30, 2004 | | November 30, 2003 | | Change | |
| Sales | | $ | 1,360,431 | | $ | 1,213,541 | | | 12 | % |
| Excise taxes | | | (274,720 | ) | | (226,293 | ) | | 21 | % |
| Net sales | | | 1,085,711 | | | 987,248 | | | 10 | % |
| Cost of product sold | | | (772,047 | ) | | (704,632 | ) | | 10 | % |
| Gross profit | | | 313,664 | | | 282,616 | | | 11 | % |
| Selling, general and administrative expenses | | | (130,333 | ) | | (113,333 | ) | | 15 | % |
| Restructuring and related charges | | | (1,644 | ) | | (8,088 | ) | | -80 | % |
| Operating income | | | 181,687 | | | 161,195 | | | 13 | % |
| Gain on change in fair value of derivative instruments | | | - | | | - | | | N/A | |
| Equity in earnings of equity method investees | | | 359 | | | 126 | | | 185 | % |
| Interest expense, net | | | (30,651 | ) | | (31,889 | ) | | -4 | % |
| Income before income taxes | | | 151,395 | | | 129,432 | | | 17 | % |
| Provision for income taxes | | | (54,502 | ) | | (46,592 | ) | | 17 | % |
| Net income | | | 96,893 | | | 82,840 | | | 17 | % |
| Dividends on preferred stock | | | (2,451 | ) | | (2,450 | ) | | 0 | % |
| Income available to common stockholders | | $ | 94,442 | | $ | 80,390 | | | 17 | % |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Earnings per common share: | | | | | | | | | | |
| Basic - Class A Common Stock | | $ | 0.88 | | $ | 0.77 | | | 14 | % |
| Basic - Class B Common Stock | | $ | 0.80 | | $ | 0.70 | | | 14 | % |
| Diluted | | $ | 0.83 | | $ | 0.73 | | | 14 | % |
| | | | | | | | | | | |
| Weighted average common shares outstanding: | | | | | | | | | | |
| Basic - Class A Common Stock | | | 96,012 | | | 93,255 | | | 3 | % |
| Basic - Class B Common Stock | | | 11,997 | | | 12,068 | | | -1 | % |
| Diluted | | | 116,726 | | | 114,196 | | | 2 | % |
| | | | | | | | | | | |
| Segment Information: | | | | | | | | | | |
| Net sales: | | | | | | | | | | |
| Constellation Wines | | | | | | | | | | |
| Branded wine | | $ | 509,520 | | $ | 460,805 | | | 11 | % |
| Wholesale and other | | | 264,324 | | | 219,740 | | | 20 | % |
| Net sales | | $ | 773,844 | | $ | 680,545 | | | 14 | % |
| Constellation Beers and Spirits | | | | | | | | | | |
| Imported beers | | $ | 225,846 | | $ | 229,538 | | | -2 | % |
| Spirits | | | 86,021 | | | 77,165 | | | 11 | % |
| Net sales | | $ | 311,867 | | $ | 306,703 | | | 2 | % |
| Consolidated net sales | | $ | 1,085,711 | | $ | 987,248 | | | 10 | % |
| | | | | | | | | | | |
| Operating income: | | | | | | | | | | |
| Constellation Wines | | $ | 127,700 | | $ | 112,772 | | | 13 | % |
| Constellation Beers and Spirits | | | 71,360 | | | 72,228 | | | -1 | % |
| Corporate Operations and Other | | | (13,839 | ) | | (10,669 | ) | | 30 | % |
| Restructuring and related charges and unusual costs (a) | | | (3,534 | ) | | (13,136 | ) | | -73 | % |
| Consolidated operating income | | $ | 181,687 | | $ | 161,195 | | | 13 | % |
| | | | | | | | | | | |
| | | | | | | | | | | |
| (a) Restructuring and related charges and unusual costs for Third Quarter 2005 include restructuring and related |
| charges of $1,644, and the flow through of inventory step-up associated with the Hardy acquisition of $1,890. |
| Restructuring and related charges and unusual costs for Third Quarter 2004 include the flow through of | | | |
| inventory step-up associated with the Hardy acquisition of $2,720, financing costs of $2,328 and restructuring and |
| related charges of $8,088. | | | | | | | | | | |
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CONSTELLATION BRANDS, INC. AND SUBSIDIARIES | |
CONSOLIDATED STATEMENTS OF INCOME | |
ON A REPORTED BASIS | |
| (in thousands, except per share data) | |
| | | | | | | | |
| | | For the Nine | | For the Nine | | | |
| | | Months Ended | | Months Ended | | Percent | |
| | | November 30, 2004 | | November 30, 2003 | | Change | |
| Sales | | $ | 3,834,988 | | $ | 3,354,298 | | | 14 | % |
| Excise taxes | | | (785,031 | ) | | (683,184 | ) | | 15 | % |
| Net sales | | | 3,049,957 | | | 2,671,114 | | | 14 | % |
| Cost of product sold | | | (2,196,148 | ) | | (1,938,881 | ) | | 13 | % |
| Gross profit | | | 853,809 | | | 732,233 | | | 17 | % |
| Selling, general and administrative expenses | | | (401,116 | ) | | (348,428 | ) | | 15 | % |
| Restructuring and related charges | | | (4,426 | ) | | (27,487 | ) | | -84 | % |
| Operating income | | | 448,267 | | | 356,318 | | | 26 | % |
| Gain on change in fair value of derivative instruments | | | - | | | 1,181 | | | -100 | % |
| Equity in earnings of equity method investees | | | 621 | | | 965 | | | -36 | % |
| Interest expense, net | | | (91,332 | ) | | (112,230 | ) | | -19 | % |
| Income before income taxes | | | 357,556 | | | 246,234 | | | 45 | % |
| Provision for income taxes | | | (128,720 | ) | | (88,641 | ) | | 45 | % |
| Net income | | | 228,836 | | | 157,593 | | | 45 | % |
| Dividends on preferred stock | | | (7,353 | ) | | (3,294 | ) | | 123 | % |
| Income available to common stockholders | | $ | 221,483 | | $ | 154,299 | | | 44 | % |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Earnings per common share: | | | | | | | | | | |
| Basic - Class A Common Stock | | $ | 2.08 | | $ | 1.58 | | | 32 | % |
| Basic - Class B Common Stock | | $ | 1.89 | | $ | 1.43 | | | 32 | % |
| Diluted | | $ | 1.97 | | $ | 1.51 | | | 30 | % |
| | | | | | | | | | | |
| Weighted average common shares outstanding: | | | | | | | | | | |
| Basic - Class A Common Stock | | | 95,392 | | | 86,832 | | | 10 | % |
| Basic - Class B Common Stock | | | 12,035 | | | 12,070 | | | 0 | % |
| Diluted | | | 116,005 | | | 104,559 | | | 11 | % |
| | | | | | | | | | | |
| Segment Information: | | | | | | | | | | |
| Net sales: | | | | | | | | | | |
| Constellation Wines | | | | | | | | | | |
| Branded wine | | $ | 1,286,966 | | $ | 1,155,170 | | | 11 | % |
| Wholesale and other | | | 769,720 | | | 611,854 | | | 26 | % |
| Net sales | | $ | 2,056,686 | | $ | 1,767,024 | | | 16 | % |
| Constellation Beers and Spirits | | | | | | | | | | |
| Imported beers | | $ | 751,879 | | $ | 684,216 | | | 10 | % |
| Spirits | | | 241,392 | | | 219,874 | | | 10 | % |
| Net sales | | $ | 993,271 | | $ | 904,090 | | | 10 | % |
| Consolidated net sales | | $ | 3,049,957 | | $ | 2,671,114 | | | 14 | % |
| | | | | | | | | | | |
| Operating income: | | | | | | | | | | |
| Constellation Wines | | $ | 283,104 | | $ | 258,208 | | | 10 | % |
| Constellation Beers and Spirits | | | 223,023 | | | 202,228 | | | 10 | % |
| Corporate Operations and Other | | | (38,964 | ) | | (30,978 | ) | | 26 | % |
| Restructuring and related charges and unusual costs (a) | | | (18,896 | ) | | (73,140 | ) | | -74 | % |
| Consolidated operating income | | $ | 448,267 | | $ | 356,318 | | | 26 | % |
| | | | | | | | | | | |
| | | | | | | | | | | |
| (a) Restructuring and related charges and unusual costs for Nine Months 2005 include financing costs of $10,313, |
| restructuring and related charges of $4,426, and the flow through of inventory step-up associated with the Hardy |
| acquisition of $4,157. Restructuring and related charges and unusual costs for Nine Months 2004 include the |
| flow through of inventory step-up associated with the Hardy acquisition of $17,254, financing costs of $11,572 and |
| restructuring and related charges of $44,314. | | | | | | | | | | |
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CONSTELLATION BRANDS, INC. AND SUBSIDIARIES | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |
| (in thousands) | |
| | | | | | |
| | | For the Nine | | For the Nine | |
| | | Months Ended | | Months Ended | |
| | | November 30, 2004 | | November 30, 2003 | |
| | | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | |
| Net income | | $ | 228,836 | | $ | 157,593 | |
| | | | | | | | |
| Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | |
| Depreciation of property, plant and equipment | | | 65,121 | | | 58,666 | |
| Deferred tax provision | | | 33,524 | | | 4,622 | |
| Amortization of intangible and other assets | | | 8,491 | | | 18,713 | |
| Loss on disposal of assets | | | 4,225 | | | 2,108 | |
| Noncash portion of loss on extinguishment of debt | | | 1,799 | | | 800 | |
| Stock-based compensation expense | | | 69 | | | 208 | |
| Amortization of discount on long-term debt | | | 53 | | | 59 | |
| Equity in earnings of equity method investees | | | (621 | ) | | (965 | ) |
| Gain on change in fair value of derivative instruments | | | - | | | (1,181 | ) |
| Change in operating assets and liabilities, net of effects from purchases of businesses: | | | |
| Accounts receivable, net | | | (258,052 | ) | | (218,730 | ) |
| Inventories | | | (189,406 | ) | | 32,305 | |
| Prepaid expenses and other current assets | | | (3,400 | ) | | 13,417 | |
| Accounts payable | | | 108,358 | | | 23,615 | |
| Accrued excise taxes | | | 24,103 | | | 23,845 | |
| Other accrued expenses and liabilities | | | 59,966 | | | 39,989 | |
| Other, net | | | (1,644 | ) | | 24,458 | |
| Total adjustments | | | (147,414 | ) | | 21,929 | |
| Net cash provided by operating activities | | | 81,422 | | | 179,522 | |
| | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | |
| Purchases of property, plant and equipment | | | (78,356 | ) | | (70,584 | ) |
| Purchases of businesses, net of cash acquired | | | (8,899 | ) | | (1,070,074 | ) |
| Payment of accrued earn-out amount | | | (2,617 | ) | | (2,035 | ) |
| Proceeds from sale of assets | | | 1,225 | | | 11,085 | |
| Proceeds from sale of business | | | - | | | 4,431 | |
| Proceeds from sale of marketable equity securities | | | - | | | 790 | |
| Net cash used in investing activities | | | (88,647 | ) | | (1,126,387 | ) |
| | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | |
| Principal payments of long-term debt | | | (254,606 | ) | | (1,240,395 | ) |
| Payment of preferred stock dividends | | | (7,353 | ) | | - | |
| Payment of issuance costs of long-term debt | | | (901 | ) | | (34,147 | ) |
| Net proceeds from notes payable | | | 219,953 | | | 165,209 | |
| Exercise of employee stock options | | | 25,257 | | | 23,756 | |
| Proceeds from employee stock purchases | | | 2,441 | | | 1,822 | |
| Proceeds from issuance of long-term debt | | | - | | | 1,600,000 | |
| Proceeds from equity offerings, net of fees | | | - | | | 426,069 | |
| Net cash (used in) provided by financing activities | | | (15,209 | ) | | 942,314 | |
| | | | | | | | |
| Effect of exchange rate changes on cash and cash investments | | | (1,948 | ) | | 29,116 | |
| | | | | | | | |
| NET (DECREASE) INCREASE IN CASH AND CASH INVESTMENTS | | | (24,382 | ) | | 24,565 | |
| CASH AND CASH INVESTMENTS, beginning of period | | | 37,136 | | | 13,810 | |
| CASH AND CASH INVESTMENTS, end of period | | $ | 12,754 | | $ | 38,375 | |
14
RECONCILIATION OF REPORTED AND COMPARABLE HISTORICAL INFORMATION | |
| (in thousands, except per share data) | |
| | | | | | | | | | | | | | | | | | |
| Comparable measures are provided because management uses this information in evaluating the results of the continuing operations of the Company and 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. As such, an increase in cost of goods sold resulting from the flow through of inventory step-up associated with acquisitions, the imputed interest charge associated with the Hardy acquisition, financing costs, restructuring, integration and related charges (including exiting the U.S. commodity concentrate product line), gains on changes in fair value of derivative instruments, and the relief from certain excise tax, duty and other costs incurred in prior years are ex cluded from comparable results. You may also visit the Company's website at www.cbrands.com under Investors/Financial Information/Financial Reports for a historical reconciliation between reported and comparable information. | |
| | | | | | | | | | | | | | | | | | |
| | | For the Three | | | | For the Three | | | | For the Nine | | | | For the Nine | | | |
| | | Months Ended | | | | Months Ended | | | | Months Ended | | | | Months Ended | | | |
| | | November 30, 2004 | | Margin | | November 30, 2003 | | Margin | | November 30, 2004 | | Margin | | November 30, 2003 | | Margin | |
| | | | | | | | | | | | | | | | | | |
| Reported net sales | | $ | 1,085,711 | | | 100.0 | % | $ | 987,248 | | | 100.0 | % | $ | 3,049,957 | | | 100.0 | % | $ | 2,671,114 | | | 100.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Reported gross profit | | $ | 313,664 | | | 28.9 | % | $ | 282,616 | | | 28.6 | % | $ | 853,809 | | | 28.0 | % | $ | 732,233 | | | 27.4 | % |
| Inventory step-up | | | 1,890 | | | 0.2 | % | | 2,720 | | | 0.3 | % | | 4,157 | | | 0.1 | % | | 17,254 | | | 0.6 | % |
| Concentrate inventory write-down | | | - | | | 0.0 | % | | - | | | 0.0 | % | | - | | | 0.0 | % | | 16,827 | | | 0.6 | % |
| Comparable gross profit | | $ | 315,554 | | | 29.1 | % | $ | 285,336 | | | 28.9 | % | $ | 857,966 | | | 28.1 | % | $ | 766,314 | | | 28.7 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Reported operating income | | $ | 181,687 | | | 16.7 | % | $ | 161,195 | | | 16.3 | % | $ | 448,267 | | | 14.7 | % | $ | 356,318 | | | 13.3 | % |
| Financing costs | | | - | | | 0.0 | % | | 2,328 | | | 0.2 | % | | 10,313 | | | 0.3 | % | | 11,572 | | | 0.4 | % |
| Restructuring and related charges | | | 1,644 | | | 0.2 | % | | 8,088 | | | 0.8 | % | | 4,426 | | | 0.1 | % | | 27,487 | | | 1.0 | % |
| Inventory step-up | | | 1,890 | | | 0.2 | % | | 2,720 | | | 0.3 | % | | 4,157 | | | 0.1 | % | | 17,254 | | | 0.6 | % |
| Concentrate inventory write-down | | | - | | | 0.0 | % | | - | | | 0.0 | % | | - | | | 0.0 | % | | 16,827 | | | 0.6 | % |
| Comparable operating income | | $ | 185,221 | | | 17.1 | % | $ | 174,331 | | | 17.7 | % | $ | 467,163 | | | 15.3 | % | $ | 429,458 | | | 16.1 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Reported net income | | $ | 96,893 | | | 8.9 | % | $ | 82,840 | | | 8.4 | % | $ | 228,836 | | | 7.5 | % | $ | 157,593 | | | 5.9 | % |
| Financing costs | | | - | | | 0.0 | % | | 1,489 | | | 0.2 | % | | 6,600 | | | 0.2 | % | | 7,405 | | | 0.3 | % |
| Restructuring and related charges | | | 1,052 | | | 0.1 | % | | 5,175 | | | 0.5 | % | | 2,833 | | | 0.1 | % | | 17,591 | | | 0.7 | % |
| Inventory step-up | | | 1,210 | | | 0.1 | % | | 1,740 | | | 0.2 | % | | 2,660 | | | 0.1 | % | | 11,042 | | | 0.4 | % |
| Concentrate inventory write-down | | | - | | | 0.0 | % | | - | | | 0.0 | % | | - | | | 0.0 | % | | 10,769 | | | 0.4 | % |
| Imputed interest charge | | | - | | | 0.0 | % | | - | | | 0.0 | % | | - | | | 0.0 | % | | 1,061 | | | 0.0 | % |
| Gain on derivative instruments | | | - | | | 0.0 | % | | - | | | 0.0 | % | | - | | | 0.0 | % | | (756 | ) | | 0.0 | % |
| Comparable net income | | $ | 99,155 | | | 9.1 | % | $ | 91,244 | | | 9.2 | % | $ | 240,929 | | | 7.9 | % | $ | 204,705 | | | 7.7 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Reported diluted earnings per share | | $ | 0.83 | | | | | $ | 0.73 | | | | | $ | 1.97 | | | | | $ | 1.51 | | | | |
| Financing costs | | | - | | | | | | 0.01 | | | | | | 0.06 | | | | | | 0.07 | | | | |
| Restructuring and related charges | | | 0.01 | | | | | | 0.05 | | | | | | 0.02 | | | | | | 0.17 | | | | |
| Inventory step-up | | | 0.01 | | | | | | 0.02 | | | | | | 0.02 | | | | | | 0.11 | | | | |
| Concentrate inventory write-down | | | - | | | | | | - | | | | | | - | | | | | | 0.10 | | | | |
| Imputed interest charge | | | - | | | | | | - | | | | | | - | | | | | | 0.01 | | | | |
| Gain on derivative instruments | | | - | | | | | | - | | | | | | - | | | | | | (0.01 | ) | | | |
Comparable diluted earnings per share(1) | | $ | 0.85 | | | | | $ | 0.80 | | | | | $ | 2.08 | | | | | $ | 1.96 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) May not sum due to rounding as each item is computed independently. | | | | | | | | | | | | | | | | | | |
15
RECONCILIATION OF REPORTED AND COMPARABLE DILUTED EARNINGS PER SHARE GUIDANCE | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | Range for the Quarter | | Range for the Year | |
| | | Ending February 28, 2005 | | Ending February 28, 2005 | |
| | | | | | | | | | |
| Forecasted reported diluted earnings per share | | $ | 0.31 | | $ | 0.36 | | $ | 2.29 | | $ | 2.34 | |
| Inventory step-up | | | 0.05 | | | 0.05 | | | 0.07 | | | 0.07 | |
| Financing costs | | | 0.12 | | | 0.12 | | | 0.18 | | | 0.18 | |
| Restructuring, integration and related charges | | | 0.06 | | | 0.06 | | | 0.08 | | | 0.08 | |
| Forecasted comparable diluted earnings per share | | $ | 0.54 | | $ | 0.59 | | $ | 2.62 | | $ | 2.67 | |
| | | | | | |
| | | Actual For the Three Months Ended February 29, 2004 | | Actual For the Year Ended February 29, 2004 | |
| | | | | | |
| Reported diluted earnings per share | | $ | 0.55 | | $ | 2.06 | |
| Excise tax, duty and other costs | | | (0.06 | ) | | (0.06 | ) |
| Inventory step-up | | | 0.03 | | | 0.13 | |
| Concentrate inventory write-down | | | - | | | 0.10 | |
| Financing costs | | | - | | | 0.07 | |
| Restructuring and related charges | | | 0.02 | | | 0.19 | |
| Imputed interest charge | | | - | | | 0.01 | |
| Gain on derivative instruments | | | - | | | (0.01 | ) |
Comparable diluted earnings per share(1) | | $ | 0.54 | | $ | 2.49 | |
| | | | | | | | |
| | | | | | | | |
(1) May not sum due to rounding as each item is computed independently. | | | |
| | | Range for the Year | |
| | | Ending February 28, 2006 | |
| | | | | | |
| Forecasted reported diluted earnings per share | | $ | 2.77 | | $ | 2.92 | |
| Inventory step-up | | | 0.21 | | | 0.21 | |
| Restructuring and integration charges | | | 0.07 | | | 0.07 | |
| Forecasted comparable diluted earnings per share | | $ | 3.05 | | $ | 3.20 | |
16
ATTACHMENTS TO CONSTELLATION BRANDS THIRD QUARTER FISCAL 2005 MEDIA RELEASE
ITEMS AFFECTING COMPARABILITY FOR FISCAL 2005
Financing costs -On Feb. 10, 2004, the company called its $200,000,000 8.5% senior subordinated notes due 2009 which were redeemed March 2004. In connection with this redemption, the company incurred an unusual charge of $0.06 in the first quarter of fiscal 2005 related to the call premium and the remaining unamortized financing fees associated with the original issuance of the bonds. On Dec. 22, 2004, the company entered into a new $2.9 billion credit agreement, proceeds of which were used to fund the acquisition of Robert Mondavi, pay certain obligations of Robert Mondavi and to repay the outstanding balance on Constellation’s prior credit agreement. The company expects to record an unusual charge of $0.12 per share in the fourth quarter of fiscal 2005 for the write-off of bank fees related to the repayment of the company’s prior credit agreement. The company expects total charges of $0.18 per share for financing costs in fiscal 2005.
Restructuring, integration and related charges - As previously announced, in connection with the further realignment of business operations within the company’s wines segment, the company expects restructuring and related charges of approximately $0.01 per share in the fourth quarter of fiscal 2005 and $0.03 per share for fiscal 2005. As a result of the Robert Mondavi acquisition, the company expects restructuring and integration charges of approximately $0.05 in the fourth quarter of fiscal 2005. The company expects total restructuring, integration and related charges of $0.08 per share for fiscal 2005.
Inventory step-up - The allocation of purchase price in excess of book value for certain inventory on hand at the date of acquisition is referred to as inventory step-up. Inventory step-up represents an assumed manufacturing profit attributable to the acquired company prior to acquisition. For inventory produced and sold after the acquisition date, the related manufacturer’s profit accrues to the company. As a result of final appraisals, the company expects the flow through of inventory step-up of the Hardy acquisition to have a negative impact of approximately $0.01 per share in the fourth quarter of fiscal 2005 and $0.03 per share for fiscal 2005. In connection with the Robert Mondavi acquisition, the company es timates the impact of inventory step-up to be approximately $0.04 per share for the fourth quarter of fiscal 2005. The total impact of the flow through of inventory step-up is expected to be $0.07 per share for fiscal 2005.
ITEMS AFFECTING COMPARABILITY FOR FISCAL 2004
Excise tax, duty and other costs - In the fourth quarter of fiscal 2004, the company recognized a net benefit of $10.4 million related to relief from certain excise taxes, duty and other costs incurred in prior years. The net $10.4 million is comprised of a $9.2 million increase in net sales, a $2.3 million reduction in cost of product sold and a $1.1 million increase in SG&A. This had a positive impact of approximately $0.06 per share for fiscal 2004.
Inventory step-up - The flow through of inventory step-up had an impact of approximately $0.13 per share for fiscal 2004.
Concentrate inventory write-down-The company made a decision to exit the U.S. commodity concentrate product line - located in Madera, California. The commodity concentrate product line was facing declining sales and profits and was not part of the company’s core business, beverage alcohol. The company continues to produce and sell value-added, proprietary products such as MegaColors. The charge for the write-down of concentrate inventory was $0.10 per share for fiscal 2004. In addition, and related to exiting this product line , the company expects to record restructuring and related charges of approximately $0.17 per share, of which $0.14 was recorded in fiscal 2004 and $0.03 will be recorded in fiscal 2005.
Financing costs - Hardy acquisition-In connection with the Hardy acquisition, the company recorded amortization expense for deferred financing costs associated with noncontinuing financing, primarily related to the bridge loan agreement. This charge was $0.07 per share for fiscal 2004.
Restructuring and related charges - Restructuring and related charges resulted from the realignment of business operations in the company’s wines segment, as previously announced in the fourth quarter of fiscal 2003, and exiting the commodity concentrate product line. The company incurred total charges of approximately $0.19 per share for fiscal 2004 ($0.05 for realignment of businesses and $0.14 for exiting the commodity concentrate product line).
Imputed interest charge - In connection with the Hardy acquisition and in accordance with purchase accounting, the company was required to take a one-time imputed interest charge for the time period between when the company obtained control of Hardy and the date it paid Hardy shareholders. The company incurred a charge of $0.01 per share for fiscal 2004.
Gain on change in fair value of derivative instruments - In connection with the Hardy acquisition, the company entered into derivative instruments to cap the cost of the acquisition in U.S. dollars. The company recorded a gain in the first quarter, which represented the net change in value of the derivative instruments from the beginning of the first quarter until the date Hardy shareholders were paid. The company recorded a gain of $0.01 per share for fiscal 2004.
ITEMS AFFECTING COMPARABILITY FOR FISCAL 2006
Restructuring and integration charges - The company estimates restructuring and integration charges associated with the Robert Mondavi acquisition to be $0.07 per share for fiscal 2006.
Inventory step-up - The impact of flow through of inventory step-up related primarily to the Robert Mondavi acquisition is estimated to be approximately $0.21 per share in fiscal 2006.
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