Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Unless otherwise noted in this report, any description of "we," "us" or "our" includes Molson Coors Beverage Company ("MCBC" or the "Company"), principally a holding company, and its operating and non-operating subsidiaries included within our reporting segments. Our reporting segments include Americas and EMEA&APAC. Our Americas segment operates in the U.S., Canada and various countries in the Caribbean, Latin and South America, and our EMEA&APAC segment operates in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries and certain countries within the Middle East, Africa and Asia Pacific. Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior periods. Our primary operating currencies, other than the USD, include the CAD, the GBP and our Central European operating currencies such as the EUR, CZK, RON and RSD. The accompanying unaudited condensed consolidated financial statements reflect all adjustments which are necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with U.S. GAAP. Such unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022, and have been prepared on a consistent basis with the accounting policies described in Note 1 of the Notes to the Audited Consolidated Financial Statements included in our Annual Report, except as noted in Note 2, "New Accounting Pronouncements" . The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be achieved for the full year or any other future period. Cost Inflation We have continued to incur significant cost inflation, including materials and manufacturing expenses, which negatively impacted our results of operations for the three and nine months ended September 30, 2023, although we have experienced some moderation in the recent period. While cost inflation has been high in all of our markets, the impact to COGS on a percentage basis was higher for our EMEA&APAC segment than our Americas segment. In addition, consumers in certain markets in our EMEA&APAC segment continued to be impacted by local inflation leading to a reduction in their discretionary purchases. To the extent materials and manufacturing prices continue to fluctuate, our business and financial results could continue to be materially adversely impacted. We continue to monitor these risks and rely on our risk management hedging program, increased pricing to our customers, our premiumization strategy and cost savings programs to help mitigate some of the inflationary pressures. Even if we are able to raise the prices of our products, consumers might react negatively to such price increases, which could have a material adverse effect on, among other things, our brands, reputation and sales. If our competitors maintain or substantially lower their prices, we may lose customers or be forced to lower prices to remain competitive. Our profitability may be impacted by prices that do not offset the inflationary pressures, which would negatively impact gross margins. In addition, even if we increase the prices of our products in response to increases in the cost of commodities or other cost increases, we may not be able to sustain our price increases or customers may trade down to cheaper alternatives. Anti-Dilutive Securities Anti-dilutive securities excluded from the computation of diluted EPS were 0.3 million and 0.8 million for the three months ended September 30, 2023 and September 30, 2022, respectively, and 0.6 million and 0.9 million for the nine months ended September 30, 2023 and September 30, 2022, respectively. Dividends On July 13, 2023, our Company's Board of Directors declared a third quarter cash dividend of $0.41 per share, paid on September 15, 2023, to shareholders of Class A and Class B common stock of record on September 1, 2023. Shareholders of exchangeable shares received the CAD equivalent of dividends declared on Class A and Class B common stock, equal to CAD 0.53 per share. During the nine months ended September 30, 2023, dividends declared to eligible shareholders were $1.23 per share, with the CAD equivalent equal to CAD 1.63 per share. Dividends declared to eligible shareholders were $0.38 per share, with the CAD equivalent equal to CAD 0.49 per share, and $1.14 per share, with the CAD equivalent equal to CAD 1.45 per share, during the three and nine months ended September 30, 2022, respectively. Share Repurchase Program During the first quarter of 2022, our Company's Board of Directors approved a share repurchase program up to an aggregate of $200 million of our Company's Class B common stock through March 31, 2026, with the program primarily intended to offset annual employee equity award grants. The following table presents the shares repurchased under the share repurchase program, excluding excise taxes, for the three and nine months ended September 30, 2023 and September 30, 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Shares repurchased 505,000 230,000 980,000 740,000 Weighted average price, including brokerage commissions $ 67.67 $ 54.50 $ 62.10 $ 52.36 Aggregate value (in millions) $ 34.2 $ 12.6 $ 60.9 $ 38.8 On September 29, 2023, our Company's Board of Directors approved a new share repurchase program authorizing the repurchase of up to an aggregate of $2.0 billion of our Class B common stock excluding brokerage commissions, with an expected program term of five years. This repurchase program replaces and supersedes any repurchase program previously approved by the Board, including the program approved during the first quarter of 2022. The number, price, structure and timing of the repurchases under the new program, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under our debt arrangements and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not oblige us to acquire any particular amount of our Company's Class B common stock. The Board may suspend, modify or terminate the new repurchase program at any time without prior notice. Non-Cash Activity Non-cash investing activities include movements in our guarantee of indebtedness of certain equity method investments. See Note 3, "Investments" for further discussion. We also had non-cash activities related to capital expenditures incurred but not yet paid of $168.6 million and $149.8 million during the nine months ended September 30, 2023 and September 30, 2022, respectively. In addition, we had non-cash activities related to certain issuances of share-based awards. During the first quarter of 2022, we recorded a non-cash transaction related to the establishment of an accrued liability of $56.0 million as the best estimate of the probable loss in the Keystone litigation case based on the jury verdict. During the nine months ended September 30, 2023, we recorded a non-cash transaction of $1.5 million in accrued interest associated with this accrued liability. See Note 10, "Commitments and Contingencies" for further details. Other than the activity mentioned above and the supplemental non-cash activity related to the recognition of leases further discussed in Note 6, "Leases," there was no other significant non-cash activity during the nine months ended September 30, 2023 and September 30, 2022, respectively. Share-Based Compensation During the nine months ended September 30, 2023 and September 30, 2022, we granted stock options, RSUs and PSUs to certain officers and other eligible employees. We recognized share-based compensation expense of $13.8 million and $8.8 million during the three months ended September 30, 2023 and September 30, 2022, respectively, and $34.1 million and $25.7 million during the nine months ended September 30, 2023 and September 30, 2022, respectively. Supplier Financing We are the buyer under a supplier finance program with Citibank N.A. ("Citi" or "the bank"), with $145.7 million and $135.2 million confirmed as valid and outstanding as of September 30, 2023 and December 31, 2022, respectively. We recognize these unpaid balances in accounts payable and other current liabilities on our unaudited condensed consolidated balance sheets. Under the program, we agree to pay the bank the stated amount of confirmed invoices from our designated suppliers on the original maturity dates of the invoices. We have no involvement in establishing the terms or conditions of the arrangement between the suppliers and the bank and do not participate in such transactions. Either Citi or us may terminate the agreement upon at least 30 days written notice. We do not provide secured legal assets or other forms of guarantees under the arrangement. Our current payment terms with the majority of the suppliers participating in the supplier finance program generally range from 60 to 120 days, which we deem to be commercially reasonable. Acquisition On August 7, 2023, we acquired a 75% equity interest in Blue Run Spirits, Inc. (“Blue Run”), a U.S. based high end whiskey business, for a purchase price of $78 million (subject to adjustment for net working capital), which included cash paid of $65 million. The acquisition is aligned with our strategy to expand beyond the beer aisle and enhance our presence in the spirits category. The acquisition was accounted for as a business combination, with $88 million of consideration preliminarily allocated to a definite-lived brand intangible asset to be amortized over a 15-year period and the remainder primarily allocated to other working capital balances and goodwill for the amount in excess of net identifiable assets acquired. A noncontrolling interest was recognized at fair value based on a Monte Carlo simulation model and is recorded as redeemable noncontrolling interest in the unaudited condensed consolidated balance sheets based on the contractual terms of the agreement. Pro forma results of operations have not been presented as the impact is not material to our results of operation or financial position. |