UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): February 29, 2008 (February 29, 2008)
Brown-Forman Corporation
(Exact name of registrant as specified in its charter)
Delaware 002-26821 61-0143150
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
850 Dixie Highway, Louisville, Kentucky 40210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (502) 585-1100
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
Brown-Forman Corporation issued a press release today, February 29, 2008
reporting results of its operations for the fiscal quarter ended January 31,
2008.
Shortly thereafter, Brown-Forman today also issued a second press release today,
February 29, 2008, which replaced entirely, and corrected one sentence in, the
earlier-issued press release. The only change was to the second sentence in the
second paragraph, which was revised to read as follows:
"Net sales and gross profit gains benefited from the addition of Casa
Herradura and a weaker U.S. dollar, partially offset by changes in global
trade inventories."
A copy of the corrected and replacing Brown-Forman Corporation press release is
attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) The following Exhibit is furnished as part of this Current Report on
Form 8-K.
99.1 Brown-Forman Corporation Press Release dated February 29, 2008
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Brown-Forman Corporation
(Registrant)
Date: February 29, 2008 By: /s/ Nelea A. Absher
Nelea A. Absher
Vice President and
Assistant Corporate Secretary
Exhibit Index
Exhibit
Number Description
99.1 Brown-Forman Corporation Press Release dated February 29, 2008
Exhibit 99.1
FOR IMMEDIATE RELEASE
BROWN-FORMAN REPORTS THIRD QUARTER OPERATING INCOME GROWTH OF 8%, UNDERLYING
OPERATING INCOME UP 7% FOR THE THIRD QUARTER AND YEAR-TO-DATE
Louisville, KY, February 29, 2008 - Brown-Forman Corporation reported a 4%
increase in diluted earnings per share and an 8% increase in operating income
for its third quarter ended January 31, 2008(1). The addition of profits from
the Casa Herradura(2) brands acquired in January 2007, benefits from favorable
foreign exchange fluctuations, higher global consumer demand for Jack Daniel's
Tennessee Whiskey and Finlandia Vodka, an exceptional increase in U.S. demand
for Gentleman Jack, and continued excellent growth for the Jack Daniel's & Cola
ready-to-drink in Australia contributed to profit growth for the quarter.
Partially offsetting these gains were softness for Southern Comfort and higher
raw material costs. Adjusting for the benefits of a weaker U.S. dollar, the
impact of changes in global trade inventories, and profits from Casa Herradura,
underlying operating income improved 7%(3) for the third quarter.
- --------
(1) All financial and statistical information in this press release relates to
continuing operations of the company unless otherwise stated. Earnings per
share refers to diluted earnings per share.
(2) References to Casa Herradura include all brands (el Jimador, Herradura,
New Mix, Antiguo, Suave 35 and other brands) and operations acquired in
January 2007.
(3) Underlying growth represents reported financial results in accordance with
GAAP, adjusted for certain items. A reconciliation from reported to
underlying net sales, gross profit, advertising expense, SG&A, and operating
income (non-GAAP measures) for the quarter and year-to-date, and the reasons
why management believes these adjustments to be useful to the reader, are
included in Schedule A and the notes to this press release.
Third quarter net sales grew 16% to $877 million while gross profit increased
12% to $433 million. Net sales and gross profit gains benefited from the
addition of Casa Herradura and a weaker U.S. dollar, partially offset by changes
in global trade inventories. Excluding these factors, underlying net sales and
gross profit both improved 4% in the quarter.
Advertising expenses increased 14% to $108 million in the quarter, primarily
reflecting investments behind Casa Herradura, a weaker U.S. dollar, and
additional activities to support both Jack Daniel's and Finlandia. SG&A expenses
increased 11% to $143 million, due largely to additional expenses associated
with the acquisition of the Casa Herradura brands and a weaker U.S. dollar.
Adjusting for the spending in support of Casa Herradura and foreign currency
fluctuations, advertising expenses and SG&A grew 3% and 2%, respectively, for
the three month period.
Jack Daniel's global depletions(4) grew at a low-single digit rate in the
quarter, with volume growth improving in the low-single digits in the U.S. and
increasing in the mid-single digits internationally. Strong double-digit volume
gains were recorded in the quarter for both Gentleman Jack and Jack Daniel's &
Cola. Finlandia volumes grew at a double-digit rate, driven by continued robust
growth in Eastern Europe. Global depletions for Southern Comfort declined for
the three month period with weakness in both the U.S. and international markets.
Several other brands experienced solid growth in the quarter, including
Bonterra, Woodford Reserve, Sonoma-Cutrer, Tuaca, and Fetzer Valley Oaks.
For the first nine months of the fiscal year, reported diluted earnings per
share were $2.74, up 3% over the prior-year period. Operating income was $550
million, up 11% from $494 million earned in the same period last year. Adjusting
reported results for the weaker U.S. dollar, recent acquisitions, global trade
inventory changes, and last year's net gain on the sale of winery assets,
underlying operating income was up 7%. The organic growth in operating income
was driven by solid international consumer demand for Jack Daniel's and
Finlandia, and improved volumes and profits from several other brands including
Jack Daniel's & Cola, Gentleman Jack, Woodford Reserve, Bonterra, Korbel
Champagne, and Tuaca.
- --------
(4) Depletions are shipments from wholesale distributors to retail customers,
and are commonly regarded in the industry as an approximate measure of
consumer demand.
The company's gross margin on a stripped net sales basis (gross profit as a
percentage of net sales excluding excise tax) for the first nine months of the
fiscal year was 65.5%, down from 67.0% in the prior-year period. This 150 basis
point gross margin decline reflects the addition of the relatively lower-margin
Mexican business, while higher cost of sales due to increased grain and energy
costs were offset by benefits from favorable foreign exchange, a favorable shift
in mix to higher margin international markets, and price increases.
Full-Year Outlook
The company is narrowing the range of its full-year earnings outlook for fiscal
2008 to $3.42 to $3.50 per diluted share, representing forecasted growth of 9%
to 11% over comparable prior year earnings of $3.14 per share. Our earnings
expectations for the fourth quarter include continued global growth for the
company's brands, an expected lower tax rate, and modest additional benefits
from foreign exchange. This outlook is tempered by a challenging economic
environment and expectations of higher energy and grain costs.
Brown-Forman will host a conference call to discuss third quarter results at
10:00 a.m. (EST) today. All interested parties in the U.S. are invited to join
the conference by dialing 888-624-9285 and asking for the Brown-Forman call.
International callers should dial 706- 679-3410 and ask for the Brown-Forman
call. No password is required. The company suggests that the participants dial
in approximately ten minutes in advance of the 10:00 a.m. start of the
conference call.
A live audio broadcast of the conference call will also be available via
Brown-Forman's Internet Web site, www.brown-forman.com, and then click on the
link to "Investor Relations."
For those unable to participate in the live call, a digital replay will be
available by calling 800-642-1687 (U.S.) or 706-645-9291 (international). The
identification code is 34932602. A digital audio recording of the conference
call will also be available on the web page approximately one hour after the
conclusion of the conference call. The replays will be available for at least 30
days.
Brown-Forman Corporation is a diversified producer and marketer of fine quality
consumer products, including Jack Daniel's, Southern Comfort, Finlandia Vodka,
Tequila Herradura, el Jimador Tequila, Canadian Mist, Fetzer and Bolla Wines,
and Korbel California Champagnes.
IMPORTANT NOTE ON FORWARD-LOOKING STATEMENTS:
This release contains statements, estimates, or projections that constitute
"forward-looking statements" as defined under U.S. federal securities laws.
Generally, the words "expect," "believe," "intend," "estimate," "will,"
"anticipate," and "project," and similar expressions identify a forward-looking
statement, which speaks only as of the date the statement is made. Except as
required by law, we do not intend to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
We believe that the expectations and assumptions with respect to our
forward-looking statements are reasonable. But by their nature, forward-looking
statements involve known and unknown risks, uncertainties and other factors that
in some cases are out of our control. These factors could cause our actual
results to differ materially from Brown-Forman's historical experience or our
present expectations or projections. Here is a non-exclusive list of such risks
and uncertainties:
- continuation of the deterioration in general economic conditions,
particularly in the United States where we earn about half of our profits,
including higher energy prices, declining home prices, deterioration of the
sub-prime lending market, or other factors;
- pricing, marketing and other competitive activity focused against our major
brands;
- lower consumer confidence or purchasing related to economic conditions, major
natural disasters, terrorist attacks or widespread outbreak of infectious
diseases;
- tax increases, whether at the federal or state level or in major
international markets and/or tariff barriers or other restrictions affecting
beverage alcohol;
- limitations and restrictions on distribution of products and alcohol
marketing, including advertising and promotion, as a result of stricter
governmental policies adopted either in the United States or in international
markets;
- fluctuations in the U.S. dollar against foreign currencies, especially the
British pound, euro, Australian dollar, and the South African rand;
- reduced bar, restaurant, hotel and travel business, including travel retail;
- longer-term, a change in consumer preferences, social trends or cultural
trends that results in the reduced consumption of our premium spirits brands;
- changes in distribution arrangements in major markets that limit our ability
to market or sell our products;
- adverse impacts relating to our acquisition strategies or our integration of
acquired businesses and conforming them to the company's trade practice
standards, financial controls environment and U.S. public company
requirements;
- price increases in energy or raw materials, including grapes, grain, agave,
wood, glass, and plastic;
- changes in climate conditions and agricultural uncertainties that adversely
affect the supply of grapes, agave, grain or wood;
- termination of our rights to distribute and market agency brands in our
portfolio;
- press articles or other public media related to our company, brands,
personnel, operations, business performance or prospects;
- counterfeit production of our products and any resulting negative effect on
our intellectual property rights or brand equity; and
- adverse developments stemming from state or federal investigations of
beverage alcohol industry marketing or trade practices of suppliers,
distributors or retailers.
Brown-Forman Corporation
Unaudited Consolidated Statements of Operations
(Dollars in millions, except per share amounts)
Three Months Ended
January 31,
2007 2008 Change
------ ------ ------
CONTINUING OPERATIONS
Net sales $754.8 $877.4 16%
Gross profit 387.3 432.6 12%
Advertising expenses 94.2 107.6 14%
Selling, general, and
administrative expenses 129.2 143.3 11%
Amortization expense -- 1.3
Other (income), net (4.9) (1.2)
Operating income 168.8 181.6 8%
Interest expense, net 2.5 9.1
Income before income taxes 166.3 172.5 4%
Income taxes 54.7 56.6
Net income 111.6 115.9 4%
Earnings per share:
Basic 0.91 0.94 4%
Diluted 0.90 0.93 4%
DISCONTINUED OPERATIONS
Net (loss) income $(6.5) $ 0.1
Loss per share:
Basic (0.05) --
Diluted (0.05) --
TOTAL COMPANY
Net income $105.1 $116.0 10%
Earnings per share:
Basic 0.86 0.94 10%
Diluted 0.85 0.94 11%
(more)
Brown-Forman Corporation
Unaudited Consolidated Statements of Operations
(Dollars in millions, except per share amounts)
Nine Months Ended
January 31,
2007 2008 Change
------ ------ ------
CONTINUING OPERATIONS
Net sales $2,115.4 $2,509.9 19%
Gross profit 1,118.9 1,293.6 16%
Advertising expenses 267.2 314.2 18%
Selling, general, and
administrative expenses 378.1 433.1 15%
Amortization expense -- 3.8
Other (income), net (20.1) (7.2)
Operating income 493.7 549.7 11%
Interest expense, net 5.4 32.5
Income before income taxes 488.3 517.2 6%
Income taxes 157.4 176.5
Net income 330.9 340.7 3%
Earnings per share:
Basic 2.69 2.77 3%
Diluted 2.66 2.74 3%
DISCONTINUED OPERATIONS
Net loss $(8.2) --
Loss per share:
Basic (0.07) --
Diluted (0.07) --
TOTAL COMPANY
Net income $322.7 $340.7 6%
Earnings per share:
Basic 2.63 2.77 5%
Diluted 2.60 2.74 6%
(more)
Brown-Forman Corporation
Unaudited Condensed Consolidated Balance Sheets
(Dollars in millions)
April 30, January 31,
2007 2008
------- -------
Assets:
Cash and cash equivalents $ 282.8 $ 136.6
Short-term investments 85.6 --
Accounts receivable, net 403.7 473.1
Inventories 694.4 682.5
Other current assets 168.7 140.0
------- -------
Total current assets 1,635.2 1,432.2
Property, plant, and equipment, net 506.3 502.1
Goodwill 670.2 680.7
Other intangible assets 683.9 698.5
Prepaid pension cost 23.0 24.7
Other assets 32.8 38.3
------- -------
Total assets $3,551.4 $3,376.5
======= =======
Liabilities:
Accounts payable and accrued expenses $ 361.1 $ 361.4
Accrued income taxes 27.0 --
Payable to stockholders 203.7 41.5
Short-term borrowings 401.1 243.0
Current portion of long-term debt 354.0 354.0
------- -------
Total current liabilities 1,346.9 999.9
Long-term debt 421.9 417.3
Deferred income taxes 56.6 69.4
Accrued postretirement benefits 122.8 130.1
Other liabilities 29.8 72.4
------- -------
Total liabilities 1,978.0 1,689.1
Stockholders' equity 1,573.4 1,687.4
------- -------
Total liabilities and stockholders' equity $3,551.4 $3,376.5
======= =======
(more)
Brown-Forman Corporation
Unaudited Condensed Consolidated Statements of Cash Flows
(Dollars in millions)
Nine Months Ended
January 31,
2007 2008
------- -------
Cash flows from operating activities:
Continuing operations $268.9 $397.3
Discontinued operations 8.7 --
------- -------
Cash provided by operating activities 277.6 397.3
Cash flows from investing activities:
Acquisition of businesses (1,045.5) 1.6
Acquisition of brand name -- (12.0)
Net decrease in short-term investments 10.1 85.6
Additions to property, plant, and equipment (39.1) (31.6)
Other (17.3) (5.2)
------- -------
Cash (used for) provided by
investing activities (1,091.8) 38.4
Cash flows from financing activities:
Net increase (decrease) in debt 666.1 (164.4)
Acquisition of treasury stock -- (122.0)
Special distribution to stockholders -- (203.7)
Dividends paid (106.1) (116.6)
Other 31.8 19.7
------- -------
Cash provided by (used for)
financing activities 591.8 (587.0)
Effect of exchange rate changes
on cash and cash equivalents 1.5 5.1
------- -------
Net decrease in cash and cash equivalents (220.9) (146.2)
Cash and cash equivalents, beginning of period 474.8 282.8
------- -------
Cash and cash equivalents, end of period $253.9 $136.6
======= =======
(more)
Brown-Forman Corporation
Continuing Operations Only
Supplemental Information (Unaudited)
(Dollars in millions, except per share amounts)
Three Months Ended
January 31,
2007 2008
------ ------
Net sales $754.8 $877.4
Excise taxes $172.7 $205.0
Net sales (stripped of excise taxes) $582.1 $672.4
Gross profit (as reported) $387.3 $432.6
Gross margin (as reported) 51.3% 49.3%
Gross margin (stripped net sales basis)* 66.5% 64.3%
Effective tax rate 32.9% 32.8%
Cash dividends paid per common share $0.3025 $0.3400
Shares (in thousands) used in the
calculation of earnings per share
- Basic 122,964 122,836
- Diluted 124,230 123,974
* Management believes excluding excise tax from the gross margin calculation
provides a more meaningful comparison because of changes in the company's
distribution structures in several markets. These changes result in the
company collecting and remitting excise taxes which are reported in net sales
and cost of sales, preventing effective comparison across periods where the
same distribution structures were not employed.
(more)
Brown-Forman Corporation
Continuing Operations Only
Supplemental Information (Unaudited)
(Dollars in millions, except per share amounts)
Nine Months Ended
January 31,
2007 2008
------ ------
Net sales $2,115.4 $2,509.9
Excise taxes $446.1 $534.8
Net sales (stripped of excise taxes) $1,669.3 $1,975.1
Gross profit (as reported) $1,118.9 $1,293.6
Gross margin (as reported) 52.9% 51.5%
Gross margin (stripped net sales basis)* 67.0% 65.5%
Effective tax rate 32.2% 34.1%
Cash dividends paid per common share $0.8625 $0.9450
Shares (in thousands) used in the
calculation of earnings per share
- Basic 122,810 123,085
- Diluted 124,189 124,278
* Management believes excluding excise tax from the gross margin calculation
provides a more meaningful comparison because of changes in the company's
distribution structures in several markets. These changes result in the
company collecting and remitting excise taxes which are reported in net sales
and cost of sales, preventing effective comparison across periods where the
same distribution structures were not employed.
These figures have been prepared in accordance with the company's customary
accounting practices.
Schedule A
Brown-Forman Corporation
Continuing Operations Only
Supplemental Information (Unaudited)
Three Months Nine Months
Ended Ended
January 31, 2008 January 31, 2008
UNDERLYING NET SALES GROWTH 4% 6%
Net sales from acquisitions 10% 9%
Foreign currency fluctuations 4% 4%
Estimated net change in trade inventories (2%) --
----- -----
Reported net sales growth 16% 19%
===== =====
UNDERLYING GROSS PROFIT GROWTH 4% 6%
Gross profit from acquisitions 6% 6%
Foreign currency fluctuations 3% 4%
Estimated net change in trade inventories (1%) --
----- -----
Reported gross profit growth 12% 16%
===== =====
UNDERLYING ADVERTISING GROWTH 3% 7%
Advertising from acquisitions 8% 7%
Foreign currency fluctuations 3% 4%
----- -----
Reported advertising growth 14% 18%
===== =====
UNDERLYING SG&A GROWTH 2% 5%
SG&A from acquisitions 8% 9%
Foreign currency fluctuations 1% 1%
----- -----
Reported SG&A growth 11% 15%
===== =====
UNDERLYING OPERATING INCOME GROWTH 7% 7%
Operating income from acquisitions 3% 2%
Foreign currency fluctuations 2% 5%
Estimated net change in trade inventories (4%) (1%)
Absence of gain on winery assets -- (2%)
----- -----
Reported operating income growth 8% 11%
===== =====
Notes:
Acquisitions - Refers to the acquisition of the Casa Herradura brands in January
2007 and Chambord in May 2006, thus making comparisons difficult to understand.
In addition, we believe that excluding the results of these acquisitions
provides helpful information in forecasting and planning the growth expectations
of the company.
Foreign currency fluctuations - Refers to net gains and losses incurred by the
company relating to sales and purchases in currencies other than the U.S.
dollar. We use the measure to understand the growth of the business on a
constant dollar basis as fluctuations in exchange rates can distort the
underlying growth of our business (both positively and negatively). To
neutralize the effect of foreign exchange fluctuations, we have historically
translated current year results at prior year rates. While we recognize that
foreign exchange volatility is a reality for a global company, we routinely
review our company performance on a constant dollar basis. We believe this
allows both management and our investors to understand better our company's
growth trends.
Estimated net change in trade inventories - Refers to the estimated financial
impact of changes in wholesale trade inventories for the company's brands in
markets where we use third-party distributors. We compute this effect using our
estimated depletion trends and separately identify trade inventory changes in
the variance analysis for our key measures. Based on the estimated depletions
and the fluctuations in trade inventory levels, we then adjust the percentage
variances from prior to current periods for our key measures. We believe it is
important to make this adjustment in order for management and investors to
understand the results of our business without distortions that can arise from
varying levels of wholesale inventories.
Absence of gain on winery assets - Refers to the net gain recorded during fiscal
2007 associated with the sale of an Italian winery used in the production of
Bolla wines. We believe this item creates a disproportionate effect on
underlying business results, making comparisons difficult for the reader. In
addition, we believe that excluding this gain provides helpful information in
forecasting and planning the growth expectations of the company.
The company cautions that non-GAAP measures may be considered in addition to,
but not as a substitute for, the company's reported GAAP results.